terms of service

The Aces is a collection of non-fungible tokens (“NFTs”) developed on the Ethereum blockchain network, inclusive of the collections known as “The Aces”, “The Aces Signature Collection”, “The Deuces”, and “The Aces Fantasy Football Pass” (collectively referred to hereinafter as “The Aces NFTs” or singularly as an “Ace NFT”). The primary purpose of the website located at theaces.xyz (the "Website") is to provide users of the Website information concerning, and access to, (i) the purchase of The Aces NFTs,(ii) The Aces Holder Portal (the “Portal”) and (iii) The Aces related content and Services (defined below).

As these terms of Services constitute a legally binding agreement, please read this agreement carefully before using the Website, the Portal, purchasing The Aces NFTs, and/or utilizing the Services offered by Aces Collective LLC.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE ACES NFTS ARE UTILITY TOKENS THAT ENTITLE ITS HOLDER TO CERTAIN BENEFITS AND ACCESS TO FUTURE PRODUCTS AND SERVICES OFFERED BY ACES COLLECTIVE LLC.

YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT THE SALE OF THE ACES NFTS ARE INTENDED FOR ENTERTAINMENT PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS CONFERRING ANY INTEREST IN ANY SECURITY, ENTITY, INVESTMENT VEHICLE OR CONTRACT, INCLUDING, BUT NOT LIMITED TO, THE ACES COLLECTIVE LLC.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU HAVE NO EXPECTATION OF PROFIT ASSOCIATED WITH YOUR PURCHASE OR OWNERSHIP OF AN ACES NFT, THE SERVICES, THE EFFORTS OF ACES COLLECTIVE LLC OR ANY THIRD PARTY OR, IN THE CASE OF AN ACES OFFERING, THE APPROVAL OF ANY SUCH OFFERING BY THE SECURITIES AND EXCHANGE COMMISSION.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS TERMS OF SERVICE, YOU ARE NOT PERMITTED TO, AND MUST NOT PURCHASE ANY ACES NFTS OR PARTICIPATE IN THE SERVICES.

Acceptance of Terms of Service
These terms of Service (“Terms of Service”), together with our Privacy Policy (available at theaces.xyz/privacy-policy), and all other operating rules, policies, and procedures that may be published from time to time by Company, each of which is incorporated by reference into these Terms of Service and each of which may be updated by Company from time to time without prior notice to you, constitute a legally binding agreement (the “Agreement”) between you (referred to herein as “you”, “your” or “user”) and Aces Collective LLC, a Delaware limited liability company (“Company”, “we”, “our”, or “us”). These Terms of Service govern your access to, and use of, the Website, the Portal, media form, media channel, website, or mobile application related, linked, or otherwise connected to Company (collectively, hereinafter referred to the "Services"), including any portion of the Services used for the purchase of The Aces NFTs and any subsequently issued non-fungible blockchain-based non-fungible tokens owned or associated with Company. By (i) accessing, browsing and/or using the Services, including but not limited to your use of the Website, the Portal, or accessing or using any information, Services, features or resources available or enabled throughout the Services; (ii) attempting to purchase or purchasing an Ace NFT, and/or by your participation in The Aces Offerings (defined below); or (iii) clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you acknowledge and agree that you have read and understand these Terms of Service and accept all of its terms without modification. If you utilize the Website or Services of Company on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity and the individuals represented by that entity, and (ii) you represent and warrant that you are authorized to bind the entity to these Terms of Service, and that you agree to the Terms of Service on the entity’s behalf.

Changes to the Terms of Service
Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Service, or change, suspend, or discontinue access to the Services, without limitation, at any time by posting a notice on the Website, the App, and/or by sending you an email. All changes are effective immediately when we post them and apply to all access to and use of the Services. Your continued access and use of the Services after any changes/modifications constitutes an acceptance of the revised Terms of Service. We encourage you to check periodically for any updates or changes. You must be 18 years old to access the Services or purchase an Ace NFT. If you are under 18 years old, you are not permitted to use the Services for any reason. By accessing our Services, you represent and warrant that you are at least 18 years of age. By using the Services, you warrant that you are (i) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions and/or (ii) not a ‘denied party’ as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions, or otherwise listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export and re-export control laws and regulations, including without limitation, the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Company under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.

User Account
Certain elements of the Services may enable you to create an account or otherwise register with the Services (“Account”). You may be required to select a password for your Account or you may also use other credentials to access the Account ("Login Information"), including through the use of a digital asset wallet (“Wallet”). You agree as follows: you will not give your login information to anyone else or allow anyone else to use your login information, or account; you are solely responsible for maintaining the confidentiality of the login information, and you are responsible for all uses thereof, including purchases, as well as for the security of any wallet you may use to access or make purchases on the Services. You agree to take all the measures required to ensure that your password remains secret and is safely stored. Company may assume that anyone logging into your account using your login information is either you or someone logging in with your permission; you agree to inform us without delay if you know, or have reason to believe, your login information has been compromised and/or is being used to access the Services without your authorization; you may change your username and your password subsequently at any time; you may not use theServices in a manner suitable for interrupting or damaging the Services or for impairing them in any other way. Furthermore, you may not use the Services for activities that are fraudulent or connected with a criminal offense or illegal activities; and we reserve the right to amend, discontinue or terminate the Services at any time, for any reason in our sole discretion without notice. We also reserve the right to terminate your access to the Services without notice at any time, with or without cause, including without limitation for breach of any representation, warranty, or covenant contained in these terms of service or of any applicable law or regulation, this Terms of Service or our Private Policy effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Services, including, without limitation, any access to any content you may have purchased through the Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

User Generated Contributions
We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit shall be treated in accordance with our Privacy Policy and the private policies of these third party websites. When you create or make available any Contributions, you thereby represent and warrant that: the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your contributions do not and will not infringe the proprietary rights, including but not limited to, the copyright, patent, trademark, trade secret, or moral rights of any third party; you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms of Service; you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms of Service; your Contributions are not false, inaccurate, or misleading; your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation; your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us); your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone; your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another; your Contributions do not violate any applicable law, regulation, or rule; your Contributions do not violate the privacy or publicity rights of any third party; your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people in a sexual or violent manner; your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors; your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; your Contributions do not contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; and your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation. Any use of the Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Services without notice.

Contribution License
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Notwithstanding, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, commercialize, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your Contributions. This license will continue in perpetuity, regardless of whether the content is deleted from our systems or you have discontinued the use of the Services. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to indemnify and hold us harmless from any and all any and all liability, loss, damage, claim, lawsuit or expenses of any kind relating to your Contributions, and to refrain from taking any legal action against us, regarding your Contributions.

Sale of NFT: Ownership & License
When you purchase an Ace NFT, you become the sole owner of that unique, serialized NFT and pursuant to the terms and restrictions set forth herein, are granted by Company a non-exclusive license for the use and enjoyment of the underlying artwork (the “Art”) embedded in the digital media file uniquely associated therewith. Specifically, upon said purchase, Company shall grant you a non-exclusive, universe-wide, transferable, and royalty-free license to use, display, and reproduce the Art embedded in your Ace NFT for your own personal use and enjoyment; commercialize your Ace NFT, provided that such commercial use does not result in you earning more than One Hundred Thousand US Dollars ($100,000) in gross revenue each year, by reproduction, exploitation, representation, and adaptation rights relating to the Art attached to the purchase of your Ace NFT to which this agreement is linked, not limited to: the reproduction by any process of the Art, by any means known and/or unknown in the current state of the art, including but not limited to manufacturing, duplication, copying, broadcasting, distribution, publication, marketing, promotion and advertising, in all formats and sizes, allowing communication to third parties, by any means and/or medium; the representation and communication, directly or indirectly, to third parties, of the Art, in whole or in part, by any means of communication known or unknown to date, including but not limited to by catalog, written press, display, point of sale advertising, posters, television and by all public or private, free or paying, analog or digital, telecommunication or computer networks, online and offline, including the Internet and any other equivalent; reproduction or representation and to create derivative works thereof, which may include corrections of size, format, color, enhancement, or preservation of certain details; and the right to integrate all or part of the Art into another work and create derivative works thereof, and the right to affix any logos and/or text, including advertising, provided that such affixation right under this section does not violate the provisions set forth herein, including, without limitation, the “Restrictions on NFT” section below; sell or transfer your Ace NFT to another party, provided that such buyer or transferee be made aware of, and shall forever be bound by, the terms contained in this Agreement; and use your Ace NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation thereof, either in statically (i.e. so-called ‘PFP’ or profile picture format) or as a motion graphic (i.e. avatar or similar format); provided that, the website or application cryptographically permits and verifies each Ace NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual owner can display the Art. Use and commercialization of your Ace NFT is limited to the rights granted herein and shall not violate public morals and conventions including an association with content deemed obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Company in its sole discretion).

Restrictions on NFT
Notwithstanding the foregoing ownership and licensing rights granted to you under this Terms of Service, the purchase of the Ace NFT does not confer upon you (i) any ownership in the Art, (ii) any ownership, equity, or profit-sharing interest in Company, (iii) ownership of any Company Intellectual Property (as defined below), or (iv) any other rights not otherwise specifically granted herein. You acknowledge and agree that Company and/or its licensors and affiliates own all legal rights, title, and interest in-and-to the Art, including the individual layers and traits comprising the same, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of an Ace NFT are limited to those expressly stated herein and shall terminate upon the sale, transfer or revocation of said Aces NFT. For the avoidance of doubt, Company reserves all rights and ownership to the Art not specifically granted to you in this Agreement and, specifically, retains the unencumbered right and privilege to (i) use your Ace NFT for any and all marketing, promotional, or other purposes as Company may so desire, in its sole discretion and (ii) replace or make any modification, adaptation, update, or edit to the Art, the individual components comprising the same or the metadata associated therewith; all without the need for prior consent from you. You further agree that you may not, nor permit any third party to do or attempt to, trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in the Art associated with your Ace NFT. Additionally, you acknowledge and agree that Company (or, as applicable, its licensors and affiliates) owns the intellectual property rights published on and throughout the Services platforms, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes), and all other content or any description available on the Website, the Portal, or available via a link from the same to a page created by Company on another website (collectively, the "Related Content"). The Related Content is the sole property of Company and/or its licensors, affiliates, or third-party serviceproviders. The Related Content and the Art shall together constitute the “Company Intellectual Property”. Your failure to comply with any right, restriction, or obligation contained herein shall be grounds for immediate revocation of the license granted herein by Company and result in the immediate termination of any and all rights under this agreement, including your ownership rights in any Aces NFTs.

Transfers of NFT
Subject to your compliance with all of the material terms and conditions contained herein, you shall have a limited right to transfer or sell your Ace NFT, provided that the transferee or purchaser thereof acknowledges, accepts, and shall forever be bound by the terms of this Agreement, as amended from time to time. Company shall not be responsible for, and you forever indemnify and hold company harmless with respect to, any transaction between you and any third party for the sale or transfer of your Ace NFT, including using any non-affiliated NFT trading platform to facilitate such sale or transfer. You understand and agree that the rights granted to you under this Terms of Service, including the licensing rights set forth hereinabove, belong solely to the owner of the Ace NFT. Your licensed rights to the Ace NFT will terminate upon the sale or transfer of your Ace NFT, and upon such sale or transfer (as the case may be), said rights shall vest in the subsequent owner thereof.

Obligations
You agree to be solely responsible for your own conduct while accessing or using the Services, and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms of Service and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; impersonate another person; upload, post, transmit or otherwise make available through the Services any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; engage in, promote, or encourage illegal activity (including, without limitation, money laundering); interfere with other users’ use of the Services; use the Services for any unauthorized or unlawful commercial purpose; modify, adapt, translate, or reverse engineer any portion of the Services; remove or tamper with any copyright, trademark, patent or other proprietary rights notices contained in or on the Services or any part of it; use any technology to collect information about the Services for any unauthorized purpose; access or use the Services for the purpose of creating a product or service that is competitive with any of our products or Services. If you engage in any of the activities prohibited by this section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Services and/or any user account associated therewith.

Intellectual Property Rights of Company
All content included on the Services, such as text, graphics, logos, button icons, images, audio clips, photographs, illustrations, digital downloads, data compilations, and software, and the compilation (including the collection, selection, assembly, and arrangement) of such materials is owned by Company (or, as applicable, its licensors and affiliates) and it is protected by copyright, trademark and other applicable laws in the United States and other jurisdictions. The “The Whitelist”, “The Aces”, “Aces”, “The Deuces” and “Deuces” trade and service marks, along with all other Company trademarks, trade names, and other related marks or logos appearing throughout the Services are, unless stated otherwise, the exclusive property of Company and as such, Company owns or control the proprietary rights in and to the same, whether registered in the United States and/or in one or more countries outside the United States. The domain names of the Website and other websites linked herein are property of Company. All of the trademarks, copyrights, trade dress, and/or intellectual property used throughout the Services may not be used in connection with any product or service that is not offered for sale or otherwise provided by Aces Collective LLC or the Ace NFTs or in any manner that is likely to confuse customers, or in any manner that disparages or defames Company, “The Aces” brand, or the Services. All other trademarks, service marks, logos, designs, and trade dress not owned by Company that appear throughout the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any applicable laws and any direct, indirect, or contributory infringements of Company or third-party rights caused by you.

Third-Party Links
The Services may contain links to other websites not controlled, operated, or owned by the Company. Unless otherwise expressly stated by us, Company provides no endorsement or representation of any kind regarding the products, services, content, or appropriateness of the content of such websites, and explicitly disclaim any responsibility for the accuracy, content, or availability of the information, products, and/or services found on or through any such linked websites. Company does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products, or services contained on or through such third party sites. We do not make any representations or warranties about the security of any information (such as credit card and other sensitive information) you might give on any such linked website.

Assumption of Risk
You accept and acknowledge each of the following: No information appearing throughout the Services is or shall be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing appearing throughout the Services is intended to be an offering of any securities in any jurisdiction, nor does it constitute an offer or invitation to purchase shares (including in our company), securities, or other financial instruments. Because our project consists of licensing art, we have not registered with any securities regulators. It remains your sole responsibility to ensure that your purchase of Ace NFTs and license to use our Art is in compliance with the laws and regulations of your jurisdiction. You understand and agree that Ace NFTs are made solely for entertainment purposes. You agree and understand that that: the market and prices for a blockchain asset are extremely volatile and subjective and collectible blockchain assets, such as the Ace NFTs, have no inherent or intrinsic value, and fluctuations in the price of such blockchain assets could materially and adversely affect the price and value of your NFTs; there are risks involved with using digital currencies and assets, including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to your personal information including such information and assets contained in your digital wallet or elsewhere; any given digital currency or asset may or may not be regulated by one or more existing jurisdiction-specific regulatory regimes. Additionally, new or updated regulations or policies may materially affect the value and/or reporting, control, or compliance requirements of such currency or asset. It is your sole responsibility to keep abreast and comply with such existing, new, or updated reporting, control, or compliance requirements; there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error; there are risks related to taxation; and Company does not make any guarantees or representations about the availability of the NFTs or the Art or that they will host the licensed NFTs or the Art in any specific location for any specific period of time. You agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain a Ace NFT and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your licensed artwork and NFTs. You understand and accept all risks associated with any regulations that impact such value. You also assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum network. If you elect to purchase a Ace NFT or future NFT through our smart contract, any financial transactions that you engage in will be conducted solely through the Ethereum network. Ethereum wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. BECAUSE OUR SMART CONTRACT OPERATES ON THE ETHEREUM NETWORK THERE IS NO ABILITY TO UNDO, REVERSE, OR RESTORE ANY TRANSACTIONS INVOLVING OUR NFTS. As such, you agree that we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in or any other transactions that you conduct via the Ethereum network, including exploitation of any smart contract used and executed thereupon, whether by Company, any affiliate thereof, or any other third-party. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. You hereby expressly understand the risks of, and shall solely be responsible for, any and all transactional failures and/or lost Gas Fees associated therewith, and Company shall have no obligation to reimburse you for the same.

Non-Investment Purposes
You represent and warrant that any purchase of an NFT by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.

Ace Offerings
From time to time, the Company, or its affiliates, may offer investment opportunities to owners of Aces NFTs (“Aces Offerings”) under Regulation D, A or CF of the Securities Act of 1933, as amended (the “Act”) (15 U.S.C. 77a et seq.).

Aces Offerings are subject to qualification and/or approval by the United States Securities and Exchange Commission. Participation in any such offering may be subject to your qualification as an accredited investor under Rule 501(a) of Regulation D of the Act (17 C.F.R. § 230.501).

YOU HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT OWNERSHIP OF AN ACES NFT DOES NOT CONFER UPON YOU ANY PRESENT OR FUTURE INTEREST IN ANY INVESTMENT OPPORTUNITY OR IN ANY SECURITY, AS DEFINED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

YOU FURTHER ACKNOWLEDGE THAT YOUR DECISION TO PURCHASE AN ACES NFT IS NOT BASED UPON ANY EXPECTATION OF APPROVAL OF ANY ACES OFFERING OR ANY PROMISE OR GUARANTY THAT SUCH ACES OFFERINGS WILL, IN FACT, BE APPROVED.

Disclaimers THE SERVICES AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.TO THE EXTENT THAT COMPANY OFFERS A SO-CALLED “ALLOWLIST” TO CERTAIN PROSPECTIVE BUYERS OF THE ACES NFTS, THE ALLOCATION TO YOU OF THE SAME IS NEITHER GUARANTEED OR WARRANTED, EITHER AT ALL OR EVEN ONCE SUCH STATUS HAS BEEN GRANTED TO YOU. THE GRANTING OF SUCH ‘ALLOWLISTED” (OR SIMILAR) STATUS IS INTENDED ONLY FOR ENTERTAINMENT PURPOSES AND HAS NO INTRINSIC MONETARY OR SIMILAR VALUE AND YOU SHALL NOT BE ENTITLED TO COMPENSATION FOR THE SAME IN THE EVENT SUCH STATUS IS RETRACTED OR TERMINATED BY COMPANY, FOR ANY REASON, IN ITS SOLE DISCRETION. ALL Ace NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COMPANY AND ITS LICENSEES AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. BY USING THE SERVICES, YOU ACCEPT SOLE RESPONSIBILITY FOR ANY AND ALL TRANSACTIONS INVOLVING Ace NFTS. THIS AGREEMENT SHALL NOT CONSTITUTE OR ESTABLISH AND JOINT VENTURE, PARTNERSHIP, EMPLOYMENT OR AGENCY RELATIONSHIP BETWEEN YOU AND ACES COLLECTIVE LLC.

Limitation of Liability
Neither we, nor our affiliated and related companies, nor each of their respective directors, shareholders, officers, employees, contractors, representatives, licensees and assigns, harmless shall have any liability for any losses, damages, claims, costs and expenses you may incur as a consequence of (i) your use of the Services, Related Content, or Ethereum Network, (ii) your purchase (or attempts to purchase) a Ace NFT, or (iii) the secondary sale of the same.

Indemnification
You acknowledge, understand and agree to defend, indemnify, and hold harmless Company, its officers, directors, employees, affiliates, third-parties, suppliers, vendors, Service providers and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: your use of the Services and Related Content; your Feedback; your violation of these Terms of Service; your violation, misappropriation or infringement of any rights of another (including intellectual property rights, defamation, right of publicity rights, or violation of privacy rights);your misconduct in connection with the Services; your violation of our non-exclusive license; your use of the Art; your use of any Aces’ affiliate or licensees' services; your violation of any term of this Agreement; or arising out of any claim that you have breached any provision of these Terms of Service (collectively referred to hereinafter as the “Claims” or singularly as a “Claim”).

You acknowledge, understand and agree that you have a duty to defend us against any Claim, including, without limitation, the payment of an attorney(s) of our choice in such cases.

You acknowledge, understand and agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a Claim such as one described in this paragraph, we may elect to settle with the party/parties making the Claim and you shall be liable for the damages as though we had proceeded with a trial.

You acknowledge, understand and agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees).

You acknowledge, understand and agree that the Indemnified Parties will have control of the defense or settlement, at the Indemnified Party’s sole option, of any third-party Claims.

You acknowledge, understand and agree that the provisions of this Indemnification clause shall survive any termination of this Agreement so as to remain in full force and effect.

Dispute Resolution
By using the Services, you agree that: any claim, dispute, or controversy you may have against us, our affiliates, our third-party service providers, our assigns, and/or our licensees arising out of, relating to, or connected in any way with this Agreement, the Services, our Services, or the purchase of any Company-affiliated product or Services shall be resolved exclusively by final and binding confidential arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Consumer Rules and Procedures established by AAA (“Rules and Procedures”); unless otherwise prohibited by law, the claim or dispute must be brought within one (1) year of the date of the event first giving rise to such action; where possible and allowed for under the AAA Rules and Procedures, both parties shall be entitled to appear electronically or telephonically for all proceedings; otherwise, such arbitration shall be held in the state of New York, unless otherwise agreed to by Company; the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Company’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; both parties will bear their own costs of representation and filing for the dispute; if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that the entirety of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in or the State of New York. WITH RESPECT TO ANY DISPUTES, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

Severability
If any provision or part of a provision of these Terms of Service is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. If two or more provisions of this Agreement or any other agreement you may have with Company are deemed to conflict with each other’s operation, you agree that Company shall have the sole right to elect which provision remains in force.

Governing Law
This Agreement and any action related to this Agreement shall be governed by the laws in force in the State of New York and US Federal law. Foreign laws do not apply. The offer and acceptance of this contract are deemed to have occurred in the State of Colorado.

Privacy
For information about how we collect, use, and share information related to your use of the Services , please refer to our Privacy Policy here. Additionally, Company may utilize third-party applications for, among other possible uses, NFT holder verification, giveaways, etc., that collect, store, and use your data (e.g. Discord, Collab.Land, or TokenProof). Each such third-party application has their own unique privacy policy for which you are solely responsible for reviewing. Your use of such third-party applications in connection with the Services shall constitute your acceptance of such additional policies and you forever hold Company harmless in connection therewith. Additionally, you acknowledge and understand that the Ethereum network is a public blockchain and all of your transaction history initiated through the Services utilizing such public blockchain(s) will be made public.

Feedback
You may choose to submit comments, bug reports, ideas or other feedback about the Services, including without limitation about how to improve the Website or App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.

Digital Millennium Copyright Act of 1988
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Company and/or on the Services infringe your copyright, you, or your agent may send to Company a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Company actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to the Company a counter-notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. If you believe any violation of the Terms or infringement of any of our rights has occurred, or if you are a trademark or copyright owner and believe that your trademark or copyright rights have been violated or you want to submit a counter notice, please contact us in writing as following: Aces Collective LLC. 2921 W 38th Ave, Suite 356, Denver, CO 80211
Attention: Customer Care - The Aces Email: ip@theaces.xyz

No Waiver
Our failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision.

Headings
The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

No Intended Third-Party Beneficiaries
Except as otherwise provided herein, these Terms of Service are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

Assignment
You may not assign or delegate any rights under these Terms of Service. We may freely assign or delegate our rights under these Terms of Service.

Electronic Communications
You agree that communications and transactions between us may be conducted electronically, whether you visit the Website or send us emails, or whether we post notices on the Website, the App, related Company platforms, or communicate with you via email. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

Entire Agreement
You agree that these Terms of Service constitute the entire agreement between you and us and govern your use of The Aces NFTs, our website, and any Services provided or distributed through the Website, and supersede any prior agreements between you and us on these subjects.

Last modified August 19, 2023.