Terms and Conditions

1. Acceptance of the Terms of Use.These Terms of Use are entered into by and between you (whether as a “Buyer,” “Seller,” or “User,”) and RFYN, Inc. a Delaware Corporation with offices at 11956 Bernardo Plaza Drive, #537, San Diego, CA 92128 (“RFYN,” “HEXKEY” “we,” “us,” or “Company”). These following terms and conditions, together with any documents expressly incorporated by reference (Collectively; these “Terms of Use,” “Terms,” or “Agreement”), govern your access to and use of our applications, apps, and websites, including, but not limited to, the website located at Hexkey.com, mint function, hosted minting page, as well as any non-fungible token (“NFT”) transactions, financial or crypto transactions, or other services offered by or through the Company (“Platform”).
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Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, or by accepting the Terms of Use when this option is made available to you, you agree to be bound and abide by these Terms of Use and the Privacy Notice found at https://hexkey.com/privacy-policy/, incorporated herein by reference. THESE TERMS OF USE CONTAIN WAIVERS OF YOUR CLASS-ACTION RIGHTS, MANDATORY ARBITRATION OF DISPUTES WITH A WAIVER OF A RIGHT TO JURY OR COURT TRIAL, AND LIMITATIONS ON LIABILITY OF THE COMPANY AND ITS AFFILIATES TO YOU. If you do not want to agree to these Terms of Use or Privacy Notice, you must not access or use the Platform or any of our Services. All information we collect on the Platform is subject to the Terms of Use and Privacy Notice. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Terms of Use and Privacy Notice. If you go to a website with our mint function (Seller’s website with mint button embedded), additional terms and privacy policies may apply, as provided by the Seller on their integrated website. Please review the Seller’s website for more information. In the event of any conflict or inconsistency between a supplemental privacy notice and supplemental terms of use (if any) from Seller’s website with mint button embedded and Hexkey’s Terms of Use and Privacy Notice, Hexkey’s Terms of Use and Privacy Notice control.
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2. Platform; Services; and Definitions.The Platform is an Online Service Provider for facilitating communication among Users, Sellers, and Buyers. The word “Platform” used herein also refers to “Services.”The Platform provides tools for Smart Contract creation, ownership, and  management of Smart Contracts and Non-Fungible Token (“NFT”) drops. These services may include, but are not limited to. 
- Smart Contract Creation – Using the Platform, its tools, and Services, we enable Sellers to configure custom parameters for their Smart Contract and provide an interface to create Smart Contracts on the blockchain. A (“Smart Contract”) is a self-executing contract with the terms of the agreement between buyer and seller being directly written into lines of code. The Platform enables Sellers to manage their Smart Contract directly through the Platform’s user interface. Sellers own their Smart Contract through their Wallet address connected during the time of creation. Each Smart Contract allows Owner full control and ownership of the NFTs created within the Smart Contract.
- NFT Redeemables. You understand that some NFTs may include a right to redeem for services or a physical item to which the NFT relates and which may carry a QR code or a form of provenance verification. In such instances, once the NFT has been redeemed, the NFT may remain in circulation, but the redemption right will be terminated. Hexkey provides the tools for the Seller of Redeemables to Lazy-Mint on or through the Platform (add to website options here) or to Mint the Redeemables.
- NFT Airdrops. If you airdrop NFTs to Wallets or your Wallet receives airdropped NFT(s) created with or through the Platform or its Services, you recognize and accept that airdropping (a form of distribution) NFTs does not establish a connection between Hexkey and the sender and/or connected entity, and does not obligate us in any way.
- “Lazy Mint(ing)”. Buyer pays gas fees and Seller uses their own website or our minting page to sell NFTs and related Content on or through the Platform for primary sales. Seller also pays gas for Minting their Smart Contract. 
- “Mint(ing)”. The Seller pays gas fees for Minting their Smart Contract and for Minting NFTs and related Content then sells NFTs and related Content on Other Platforms (defined below), including primary sales.
- Mint Button on your Website. You may have the ability to sell your NFTs on your website by using Hexkey’s application programming interface (“API”) and integrating mint function to javascript interface.
- Creator Collaboration. The owner of a Smart Contract (“Owner”) may have the ability to invite others to Mint onto their Smart Contract (“Collection”) and payments can be made to multiple blockchain Wallets if associated with the Collection. 
- “Revenue Split”. Cryptocurrency revenue received by Seller through Seller’s sale of Lazy Minted  NFTs and related Content on or through the Platform may be split amongst multiple Wallets (see Section 11 below).
- Facilitation of Digital Content Storage. See Section 13 below. 
- “Content”. Content, as defined herein, includes, but is not limited to: audio, video, photographs, and other media or data files; metadata files containing information encoded with a digital version of the work that is being represented by the NFT; 
- “Digital Content”. “Content” that is of digital nature. The above services as well as services listed on https://hexkey.com are collectively referred to as the (“Services”). We do not support secondary sales on or through the Platform. 

3. Contracts for Purchase and Sale on the Platform.
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3.1. Communication Facilitation. The Platform provides services for facilitating communication between two sets of users: Sellers and Buyers. Sellers may market their sale of NFTs and related Content and Buyers may purchase the NFTs and related Content (used herein to include, amongst other things, tickets, services, proof of attendance (POAP), and physical goods).

3.2. If a contract for license of NFTs exists, it is between a Buyer and a Seller. Hexkey is not a party to the transaction but does usually receive a fee as an Online Service Provider. As an online service provider, Hexkey provides no guarantee related to how Users use the Platform, for example, the existence, accuracy, quality, safety or legality of the NFTs; the ability, authorization, or legal standing of Sellers to sell NFTs ; the ability of Buyers to pay for NFTs; or that any Seller or Buyer will complete a transaction or return an NFT. NFTs for sale can also include: an association with physical goods (with or without QR codes or tracking identification), or act as a digital key for services. NFTs are implemented on Blockchain Technology and made with the tools provided on or through the Platform.

4. User Qualifications.

4.1. Age Requirement. The Platform is offered and available to authorized users who are 18 years of age or older who are acting in compliance with applicable law and who are not in breach of this Agreement or legal obligations to third parties. 

4.2 The Platform is unavailable to users who are convicted sex offenders and users who have previously had their account disabled by Hexkey for violations of these Terms of Use or other applicable policies or notices. 

4.3. Organization. If you represent an organization, you affirm you have the right, power, and authority to enter into this Agreement on behalf of, and to bind, said organization. If you do not agree to the terms of this agreement, you must not use the Platform or any of our Services. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Hexkey and meet the foregoing eligibility requirements. You represent that you are legally permitted to use the Platform in your jurisdiction including owning, buying, selling or other transacting in NFTs and interacting with the Platform in any way. If you do not meet all of these requirements, you must not access or use the Platform. Without limiting the foregoing, by using the Platform, you acknowledge and understand that laws regarding cryptographic tokens, including NFTs, may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation, or directive, relevant to your jurisdiction with regard to the use of the Platform.  You further represent and warrant that you will not use the Platform if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Use. For the avoidance of doubt, the ability to access the Platform does not necessarily mean that the Platform, or your activities through it, are legal under the laws, regulations, or directives relevant to your jurisdiction. All of the Platform, or the Services made available through the Platform, may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part in the Platform. The availability of the Platform does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. 

5. Cloud Services IP.

5.1. Platform Ownership. You acknowledge and agree that we (or as applicable, our licensors) own all legal rights, title, and interest in and to all Cloud Service IP. You acknowledge that the cloud services IP are protected by copyright, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All cloud services IP are the copyrighted property of us and our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the cloud services IP are proprietary to us and our licensors.

5.2. No User License or Ownership of Cloud Services IP. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any cloud services IP that you may access on or through the Platform. We reserve all rights in and to the cloud services that are not expressly granted to you in these Terms of Use.

6. License and Access to Platform.

Subject to your compliance with any terms and any payment of applicable fees,  we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use of the Platform and related Services. This license does not include any downloading, copying, or other use of account information for the benefit of any third party; or any use of framing, data mining, robots, or similar data gathering, viewing, and extraction tools. The preceding sentence is not intended to apply to data and information made available to Sellers through their own administrative console, which are pre-authorized or made available by the Platform in the normal course of business. All rights not expressly granted to you in these Terms of Use are reserved and retained by Hexkey or its licensors, suppliers, publishers, rightsholders, or other content providers. You may not visit portions of the Platform for which you are not authorized or given password access. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Platform without express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. You may use the Platform only as permitted by law. The licenses granted by us terminate if you do not comply with these Terms of Use.

7. NFT Understanding and Licensing

7.1. Through the use of the Platform, a Seller, consistent with the Terms of Use, will be permitted to Mint or, if Lazy-Minting is used, sell NFTs associated with Content produced by Seller (or its licensors, for which Seller is solely responsible). When selling or purchasing an NFT, you agree and understand what characteristics NFTs have and how the following terms apply to their sale. An NFT is a digital tool that can represent real-world objects such as photographs, videos, writings, or music. NFTs are usually built using similar technology to digital currencies. While digital currencies are usually fungible, NFTs usually are not. Each NFT is coded into a blockchain or similar technology, containing built-in methods for evidence of authentication and proof of ownership, but the NFT Content, which usually resides off-chain, could be unauthorized, unavailable, or illegal.  When you buy an NFT, the terms of your purchase and the rights you actually purchase and own, may be limited by the license terms or technology of the underlying NFT. 

7.2. You understand that it is up to you to confirm your understanding of what you are selling or buying and any license you are giving or receiving, which may be determined and communicated by the Seller at point-of-sale. 

7.3. You further understand that blockchain transactions are usually not reversible. You understand that NFTs and other Content may only exist by virtue of the ownership record maintained on a blockchain, and further that smart contracts are conducted and occur on decentralized ledgers. Hexkey has no control over and makes no guarantees or promises with respect to such smart contracts, the functioning of such blockchain, or the persistence or compatibility, or lack thereof, of the NFT or related Content. In cases where a transaction involving NFTs is revealed to be fraudulent, illegal, or an infringement, or a Buyer or Seller acts fraudulently or illegally or in an infringing manner, then the defrauded or injured Buyer/Seller shall have no recourse against Hexkey, but solely against the respective Seller/Buyer.

8. Electronic Communication.

8.1. When you use our Platform or send emails, text messages, or other communication from your desktop or mobile device to us, you consent to receive communications from us electronically, such as emails, texts, mobile push notifications or notices and messages on this site, and you can retain copies of these messages for your records. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

8.2. Obligation. To ensure that you receive all of your communications, you agree to keep your email address current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.

9. Changes to the Terms of Use. 

We  reserve the right, in our sole discretion, to modify these Terms of Use. If we make changes to the Terms of Use we may provide notice of such changes by any reasonable means, including, but not limited to, by posting the revised edition of these Terms of Use on the Website or in connection with the Platform. You can determine when the Terms of Use were last revised by referring to the “Last Revised” wording at the top of these Terms of Use. By continuing to access or use the Platform, you confirm your acceptance of the revised Terms of Use and all of the terms incorporated by reference. We encourage you to review the Terms of Use frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform as you will be bound by them. Any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or prior to the effective date of any updated Terms of Use.If you do not agree to the revised Terms of Use, you may not access or use the Platform.

Payment; Fees; Other Charges.

10.1. Not a Payment Processor. Hexkey does not process any payments for Platform usage, on behalf of parties to the purchase or sale of NFTs, or on behalf of any Wallet owner receiving payment from the sale of an NFT.

10.2. Payment Methods; Refunds; Discounts. You agree to comply with all applicable laws, regulations, rules, and terms and conditions in connection with your payment methods. Additionally, we reserve the right to offer refunds, discounts, credits, promotional terms, or other considerations in selected circumstances at its sole discretion. Please note that each circumstance is unique and the election to make such an offer in one instance does not create the obligation to do so in another. In any case, you can submit a refund request by emailing us at hello@Hexkey.com by providing the reason for such a request.

10.3. Platform Usage Fees – Subscription. You may be required to purchase a subscription to use certain Services the Platform provides. The current offerings of Services through Subscription and prices are listed on our Website or will be presented to you at the time you sign up for an Account. Fees for use of the Platform and Services included in a subscription may be changed at any time in our sole discretion. You may purchase a term-based subscription for the advertised price, to be paid in full at the commencement of the term. Subscription payments are completed through a third-party payment provider. Subscriptions will automatically renew immediately prior to the end of the applicable term, unless and until you cancel the Subscription. You can cancel your subscription at any time by logging in to your Hexkey Account and going to your profile and then to manage subscription. You will be taken to Circle to edit or cancel your subscription. Subscriptions are non-transferable and a cancellation of an active subscription(s) will become effective after the end of the then-current billing period unless there is a change in Circle’s Agreements. You agree that all sales of subscriptions are final.

10.4. Payment Service Providers. Some payments required for use of the Platform are processed by and through a third-party payment processor, Circle, and are subject to the Circle Checkout User Terms of Service, the Circle Service Agreement, and other relevant Circle policies (all specific for your country, if applicable) (collectively, the “Circle Agreements”) found at https://Circle.com. By agreeing to these Terms of Use and/or continuing to utilize the Platform, you agree to be bound by the Circle Agreements, which may be modified by Circle from time to time. When you provide payment information for purchasing a subscription or other Services to Circle, you represent that you are the authorized user of the card, PIN, key, or account associated with that payment, and you authorize Circle to charge your credit card or to process your payment for any subscription or Services purchased, or other fees incurred by you by or through the Platform. As a condition of Hexkey enabling payment processing services through Circle, you agree to provide Circle with accurate and complete personal, payment, and billing information and to keep this information updated with Circle. Failure to follow third-party terms and conditions, including but not limited to, Circle Agreements, may result in fees assessed to you or other actions taken by such third parties, and you agree that Company has no control over, or responsibility or liability for, such fees or actions. We do not receive your payment information from Circle or other payment processors but we may receive some personal information (please see Privacy Notice). We do not share or sell your information. You hereby explicitly consent to: our use of such third-party service providers and the related transfer of limited data .

10.5. Gas Fees. Additionally, some Services on the Platform involve Gas Charges. You acknowledge and agree that the Company has no control over:  (a) any distributed- ledger technology transactions; (b) the method of payment of any Gas Charges; or (c) any actual payments of Gas Charges. Accordingly, you are solely responsible for the payment of any Gas Charges required to complete any transaction on the distributed ledger-based Platform and you must ensure you have sufficient funds and means available before initiating such transactions. If you do not agree with the fees charged for Platform functionality, do not use or access the Platform. Failure to pay any fees or charges incurred may result in the immediate termination of your access to the Platform, without limitation of any other rights or remedies available at law or in equity. 

11. Payments Related to the Sale and Purchase of NFTs.

11.1. Purchase of NFTs.Seller-determined prices for NFTs may be displayed on or through the Platform via Seller’s Website when Lazy Minting is utilized. The contract for the purchase of NFTs is between Buyer and Seller.BUYER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, INTEGRITY, IP OWNERSHIP, AND AUTHENTICITY OF NFTS BUYER PURCHASES ON OR THROUGH THE PLATFORM.Ownership of NFT. Because each NFT purchased on or through the Platform or using its Services is an NFT associated with a hash on Blockchain Technology, when you purchase an NFT in accordance with these Terms of Use, any license you may obtain is from the Seller and not the Platform.

11.2. Sale of NFTs. Sellers are responsible for all costs related to or arising out of Transactions such as minting costs, if applicable, returns of NFTs sold, taxes, fees, penalties, and fraud. Sellers shall reimburse us for any and all such costs (including penalties).

11.3. Payment Methods and Method of Receiving Payment. You agree to comply with all applicable laws, regulations, rules and terms and conditions in connection with your payment methods and your method of receiving payment. Hexkey does not process, facilitate, provide brokerage or exchange services, or store any payments, cryptocurrency or otherwise, on behalf of parties for the purchase or sale of NFTs, or on behalf of any Wallet owner receiving payment from the sale of an NFT.

11.4. Decentralized Escrow. We utilize base escrow Smart Contracts which use coded royalty logic to transfer cryptocurrency payments and hold funds designated for payee(s) until the funds are withdrawn. Buyer’s cryptocurrency payments are transferred from their Wallet to the escrow smart contract via the royalty logic coded in the Smart Contract. The cryptocurrency is then stored in escrow until withdrawn. Buyer, Seller both consent to payments being transferred and stored via escrow Smart Contracts.

11.5. Royalties with Lazy Minting. Sellers utilizing Lazy Minting to sell their NFTs on or through the Platform collect primary sale royalties from the sale of their NFTs. When funds are withdrawn from the Smart Contract, the Seller’s Wallet will receive 95% of the revenue in the Smart Contract, subject to any other agreement the Seller has to split royalties and any prior removal of revenue, and Hexkey’s Wallet will receive the other 5% of those funds.You acknowledge and agree that Hexkey is not a party to the  transaction but is a designated payee whose Wallet will collect a 5% fee on primary sales from the escrow Smart Contract when you Lazy-Mint your NFTs through our Platform. You agree that we are not required to pay you or other Users out of this 5% fee. 

11.6. Royalties through Other Platforms. We do not currently support secondary sales or the payment of secondary Royalties. However, you are able to input the amount of secondary sale royalties you would like to receive into your Smart Contract created with or through the Platform. Since you own this Smart Contract, you may take it to another platform, marketplace, or site (“Other Platforms”) that support secondary sales of NFTs.  If the Other Platforms do not recognize the secondary sale royalties in your Smart Contract, you may have to set them on the Other Platform itself. Other Platforms have no affiliation with Hexkey. Rather the affiliation is between you and the Other Platform(s).

11.7. Taxes/Exchange Fees for Sale or Purchase of NFTs. You will be solely responsible to pay any and all Taxes, Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs, or other import or export taxes, and amounts levied in lieu thereof based on charges set, Services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local, or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties, or assessments from payments (including Gas Charges) made to us pursuant to these Terms of Use. Your purchase of NFTs or use of paid Services may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates), which shall be your responsibility.

12. Blockchain Wallets. 

12.1. Wallet Information. Wallets allow you to store, track, transfer, and manage your digital assets. Services and supported assets may vary by jurisdiction. Third party (“Non-custodial”) Wallets (i.e. MetaMask) are used for the purchase or sale of NFTs with and through the Platform. Additional rules associated with non-custodial Wallets and outside product(s) and service(s) may apply and are outside our control. You are the owner of the Non-Custodial Wallet. We assist you in connecting a Wallet for your convenience and do NOT have access to private keys or seed phrases of non-custodial Wallets.

12.2. Wallet Security and Waiver. It is your sole responsibility to maintain the security of your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds or NFTs contained therein, may be irretrievable and we will be unable to assist you in any way. You hereby accept responsibility for any activity transacted on the Platform through or using your Wallet or its associated data. You irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates, and respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any Wallet technology or software used for interactions with or through the Platform, associated loss of funds or NFTs, transaction failures, or any other defects that arise in the course of your use of your Wallet.

13. Storage.

13.1. Storage of NFT. The Platform does not store, send, or receive NFTs. This is because NFTs exist by virtue of the ownership record maintained on the Platform’s supporting blockchain(s). Any transfer of NFTs occurs within the supporting blockchain network and not on the Platform. 

13.2. Storage of Digital Content. Metadata may be imported onto or through the Platform, or the Platform, its tools, or Services may be used to create your metadata. If metadata is imported, the User is responsible for obtaining a centralized or decentralized storage Uniform Resource Locator (“URL”) to be included in their Smart Contract. If the Platform or its tools are used to create metadata, NFTs are stored on IPFS at User direction. By using the Platform, its tools, or Services to create your metadata, you agree that, in doing so, you are asking us, and authorize us to facilitate the storage of your Digital Content for you on the InterPlanetary File System (“IPFS”) or similar decentralized storage. This may include uploading your Digital Content to an IPFS pinning service so there is a link to your Digital Content in your Smart Contract.

14. Beta.

Hexkey may make available a “beta” version of the Services or a portion of the Platform (“Beta Services”) for evaluation and feedback. Beta Services are Services that are in an early development stage and not available as standard product offerings. You are not obligated to use Beta Services, but if you elect to do so, you agree to the following additional terms: (a) Beta Services may contain bugs, errors, and other problems and is provided to you “AS IS”; (b) Hexkey makes no warranties and bear no liability with respect to the Beta Services; and (c) you agree to respond to of our questions and inquiries regarding your use of the Beta Services. You agree that we have not made any promises or guarantees that Beta Services will be announced or made available in the future and that we have no obligation to announce or introduce the Beta Services. If you provide feedback regarding the Beta Services, you agree that we may use and incorporate into the Platform and Services any suggestions, ideas, recommendations, bug reports, or other feedback that you provide to us without compensation. We may suspend or terminate access to Beta Services (and delete any Content or data provided to us with respect to such Beta Service(s)) with five (5) days notice and without compensation.

15. Prohibited Uses.

You may use the Platform for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:to sell NFTs that in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; to attempt to circumvent any Platform security or access controls or to interfere with the operation of the Platform; to impersonate or attempt to impersonate or misrepresent your affiliation with, the Company, a Company employee, another User or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);to transmit or exchange goods, services, payments, or NFTs that are the direct or indirect proceeds of any illegal, criminal or fraudulent behavior; in combination with any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; in combination with any manual process to monitor or copy any material on the Platform or for any other unauthorized purpose without our prior written consent; in combination with any device, software or routine that interferes with the proper working of the Platform; to introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; to infringe the patent, trademark, copyright, moral, database, publicity and/or other intellectual property rights of third parties or that belong to or are licensed to Company; to obtain information about another User and use such information for any purpose other than the intended uses of the Platform, unless given consent by said User; or to otherwise attempt to interfere with the proper working of the Platform; to upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, deceptive, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another’s privacy, violates gambling, consumer protection, or securities laws anywhere in the world, hateful, or racially, ethnically or otherwise objectionable; to violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; to provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;“stalk” or otherwise harass another person or User; or collect or store personal data about Users without their consent (including, but not limited to, through the use of scripts, bots, or web crawlers).PLEASE REPORT ANY VIOLATION OF THIS SECTION IN THESE TERMS OF USE TO OUR CUSTOMER SERVICE DEPARTMENT AT hello@hexkey.com.

16. Content Standards.

These “Content Standards”apply to all Content and use of  the Platform and related Services. Content  must, in its entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Content must not:contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; infringe any patent, trademark, trade secret, copyright, or other rights of any other person; violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Notice; promote any illegal activity, or advocate, promote, or assist any unlawful act; cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; orBe likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person or organization.Sales

17. Standards.

When selling an NFT or related Content on or through the Platform, you agree to comply with our Sales Standards, set forth below:You assume full legal and financial responsibility for the NFT and related Content offered and the accuracy, legal compliance, and Content included with the sale, and for the terms of sale, license and offer language.You represent covenant, and warrant that you own or lawfully possess all the intellectual property, use of the name, likeness, copyright, moral rights, trademark, and other rights in the NFT and related Content for sale such that you are in full legal compliance worldwide and not infringing on third party rights of any kind.You represent covenant, and warrant that the offer or sale of your NFT and related Content does not constitute a violation of applicable laws, such as a security, an illegal lottery, or a deceptive, unfair, or illegal business practice.We may assist with data revision to supplement, remove, or correct information when requested by User.You agree not to market, sell, offer for sale, or otherwise engage in transactions related to child pornography. You will not sell any NFT and related Content if the sale is prohibited by law or regulation or poses a health or safety hazard as specified by any governmental agency applicable to you. We have no responsibility or liability for the legitimacy, validity, existence, of any Content sold on or through the Platform. 

18. Purchase Standards. 

When purchasing an item for sale on or through Hexkey’s platform, you agree to comply Hexkey’s purchase standards for Buyers, set forth below:You are responsible for reading the full item listing before committing to buy and you are fully responsible for legal compliance and paying any applicable taxes.We do not transfer legal ownership or license of NFTs and related Content from the Seller to you. Legal transfer of license is affected by the Seller. You are authorized and in compliance with applicable laws and all agreements to use the cryptocurrency and Wallet used.California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) as applicable apply to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise.

19. Monitoring; Enforcement; Termination. 

We have the right to:take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, if we believe that such Content violates these Terms of Use (including the Content Standards set forth above) or our Privacy Notice, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Platform or the public, or could create liability for the Company; disclose your information to any third-party claiming that your Content violates their rights, such as intellectual property rights or right to privacy; take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and/or terminate or suspend your access to all or part of the Platform for violation of these Terms of Use or Privacy Notice.Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTIONS TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.We do not undertake to review all NFTs and related Content.We assume no liability for any action or inaction regarding transmissions, communications, or Content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. If a Buyer or Seller issue arises, we may consider a variety of factors, including specific circumstances regarding the issue, or a User’s performance history, in applying our policies.The foregoing does not limit our right to refuse, modify, or terminate Accounts or Subscriptions, or remove NFTs and related Content from the Platform. We are not responsible for removing NFTs and related Content from Other Platforms. 

20. Intellectual Property Rights.

The Company name, logo, and other related trademarks or service marks are the exclusive property of the Company (or its licensors) and may not be used without our prior written consent. If you breach these Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials derived from the Platform that you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. We retain all ownership and rights in such content (but not in your Content). You can only use our copyrights or trademarks (or any similar marks) as expressly permitted. Without our written permission, you may not modify, create derivative works of, decompile, or otherwise attempt to extract source code from the Platform or Services.

21. Reliance on Information Posted.

21.1 The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. We do not warrant that product descriptions or other content on the Platform are accurate, authentic, complete, reliable, current or error-free. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other User of the Platform, or by anyone who may be informed of any of its contents.

21.2 The Platform may include, or link to, content provided by third -parties, including materials provided by other Users, third-party licensors, syndicators, or aggregators. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

22. Changes to the Platform.

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. We reserve the right to withdraw, take down, or amend the Platform, and any Service or functionality, we provide on the Platform, in our sole discretion without notice. In the event of a change in the operation of the Platform, you agree we may temporarily or permanently suspend our operations without liability  to you.

23. Account Obligations.

23.1 You hereby accept responsibility for any activity transacted on the Platform through or using your Wallet or its associated data. By using the Platform, you agree to be fully, independently, and personally liable for each transaction made on or through the Platform by you or through your account. You hereby accept responsibility for any activity transacted on the Platform through your account.

23.2 When using or accessing the Platform, the features of the Platform may permit you to store data, preferences set by you, Content, or other information for your convenience, but the Company is under no obligation to retain any such data, preferences, Content, or other information. Users are solely responsible for retaining and storing any Content associated with a Purchased Asset in a manner that is compliant with these Terms Use, any applicable license agreement(s), and applicable law.

23.3 Account Registration. In order to participate in certain Services and secure any additional applicable benefits, the Platform may require you to create an account (“Account”). You agree to only create one (1) Account. You agree to provide, maintain, and update true, accurate, current and complete information about yourself.

23.4 Cancellation. You may cancel your account by requesting so via email at hello@hexkey.com.

24. Linking to the Platform.

24.1 You may link to the Platform provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. The Platform may provide certain features that enable you to: link from your own or certain third-party websites or platforms (“Other Platforms”) to certain content on the Platform; or cause limited portions of content on the Platform to be displayed or appear to be displayed on your own marketplace or website or Other Platforms. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we may provide with respect to such features. Subject to the foregoing, you must not:establish a link from any Other Platform or website that is not owned by you; otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

24.2 The Other Platforms from which you are linking, or on which you make certain Content accessible, must comply in all respects with the Content standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission and may disable any social media features and any links if you are, in our reasonable discretion, found to be in violation of these Terms of Use.

25. Additional Terms and Conditions.

Additional terms and conditions (“Additional Terms”) may apply to specific portions, Services, or features of the Platform provided by Hexkey or third parties. The use of such Services or features shall be governed by the Additional Terms associated with them, and all such Additional Terms are hereby incorporated by this reference into these Terms of Use. We accept no liability or responsibility for any third-party functionality or any of our open- source functionality that has been modified by third parties

26. Disclaimer of Warranties.

26.1 WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR NFTS OBTAINED THROUGH THE PLATFORM, ANY THIRD-PARTY LINKS ACCESSED THROUGH OR IN CONJUNCTION WITH THE PLATFORM, OR ON ANY OTHER PLATFORM LINKED TO IT.

26.2 YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES, OR NFTS AND RELATED CONTENT OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR NFTS AND RELATED CONTENT OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Hexkey  HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

26.3 NFTS ARE INTANGIBLE ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN TECHNOLOGY. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN TECHNOLOGY. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR COMPATIBILITY WITH ANY WALLETS OR BLOCKCHAINS.

26.4. THE COMPANY IS NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. THE COMPANY IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING NFTS INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT

27. Limitations on Liability.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS OR DIRECTORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR SALE OR PURCHASE, USE, OR INABILITY TO USE, THE PLATFORM, ANY OTHER SITES, SERVERS, OR APPS LINKED TO IT, ANY SMART CONTRACT OBTAINED THROUGH THE PLATFORM, ANY LOSS OF FUNDS OR COLLATERAL, ANY CONTENT ON THE PLATFORM OR ANY SERVICES OR NFTS OBTAINED THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGES, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR ITS CONTENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY (INCLUDING ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS AND DIRECTORS) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE, THE PLATFORM, THE SERVICES, NFTS, OR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE PLATFORM EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS OF USE IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. FURTHERMORE, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES DONE TO ANY PHYSICAL GOODS, INCLUDING, BUT NOT LIMITED TO ART, BY THE PLACEMENT OF ANY IDENTIFICATION MATERIAL ON, OR THE PRESENCE, USE, REMOVAL, MAINTENANCE, OR MALFUNCTION OF ANY IDENTIFICATION MATERIAL ON ANY PHYSICAL GOODS, INCLUDING, BUT NOT LIMITED TO ART.

28. Indemnification.

28.1 You agree to pay the costs of defense, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, successors and assigns, from and against any claims, liabilities, damages, judgments, losses, costs, debts and fees (including reasonable attorneys’ fees) arising out of or relating to: your violation of any User-right or third-party right; your provision of false or misleading information; your violation of any law or regulation; your violation of these terms; your breach of any representation or warranty; your negligent or willful misconduct; or your use of or access to the Platform, including, but not limited to, your Content, any use of the Platform other than as expressly authorized in these Terms of Use, or your use of NFTs or information obtained from or arising out of the Platform. 

28.2 If you have a dispute with one or more Users, you release the Company (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. By entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. You expressly waive the provisions of California Civil Code Section 1542, which provides:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

29. Notices for Claims of Copyright Infringement: Digital Millennium Copyright Act.

Hexkey respects the intellectual property rights of others and expects you and users of our Platform to do the same. To that end, in accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, RFYN has implemented procedures for reporting instances of copyright infringement.If you are a copyright holder, or its authorized representative, and believe in good faith that Content residing or accessible on or through our Platform infringes your copyrighted work, you may submit a notice of copyright infringement, A DMCA notice. Hexkey will respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”). We will not actively prevent copyright owners from gathering the necessary information for such notices. For Hexkey to respond, the complaint must provide, in writing,  all the following information:A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; A description of the copyrighted work that you claim has been infringed; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;For example, a URL, name of item, blockchain address, transaction has, block number, Your address, telephone number and e-mail address; A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; andA statement by you, made UNDER PENALTY OF PERJURY, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.Alternatively, you may send a written notice of copyright infringement to our designated agent, whose contact information is listed below:By Email: hello@hexkey.comBy Mail to:Compliance Department  RFYN, Inc. 11956 Bernardo Plaza Drive, #537 San Diego Please be aware that, pursuant to 17 U.S.C. § 512(f), you may be liable for any damages—including costs and attorneys’ fees incurred by us or our Users—if you knowingly materially misrepresent that Content or activity is infringing. You may therefore wish to seek the advice of legal counsel before submitting a notice of copyright infringement.It is our policy, and at our discretion, to terminate accounts when they are found to infringe or repeatedly infringe on the copyrights of third parties.Please note that we may forward the notice of copyright infringement (or information contained therein), as well as the Complainant’s contact information, to whomever uploaded or added the allegedly infringing Content onto our Platform. Additionally, if we remove or disable access to the Content pursuant to a valid DMCA notice, we will notify whomever uploaded or added the allegedly infringing Content that the Content has been removed or disabled via the email on file.
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30. Export Outside of the United States.

Company expressly disclaims any representation or warranty that the Service complies with all applicable laws and regulations outside of the United States. If you use the Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Service. No software for the Platform may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, or (2) listed on any U.S. government list of prohibited or restricted parties.

31. Governing Law.

Hexkey operates in southern California and this agreement shall be treated as though executed and performed in San Diego, California. These Terms of Use, your use of the Platform, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Use shall be governed by the laws of the State of California, as if these Terms of Use are a contract wholly entered into and wholly performed within the State of California. YOU UNDERSTAND AND AGREE THAT YOUR USE OF Hexkey AS CONTEMPLATED BY THESE TERMS OF USE SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF CALIFORNIA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF CALIFORNIA  WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

32. Data Preservation and Cooperation.

You shall maintain records related to the Platform and shall provide such information to and cooperate with the Company upon request as reasonably necessary for, including, but not limited to, due diligence, investigation into Platform conduct, litigation, governmental compliance, and financial reporting.

33. Assignment.

You may not assign your rights or obligations, including, but not limited to Buyer or Seller accounts, without our express written permission

34. Dispute Resolution, Arbitration, and Class Action Waiver.

34.1 All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction.

34.2 Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be brought exclusively in California, in each case located in the County of San Diego, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.(a) ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND US OR ANY OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge in San Diego County, California under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between you and us.  YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit us from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve ours or our licensors’ rights in and to intellectual property or confidential information.(b) IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).

35. Unsolicited ideas.

We are pleased to hear from our loyal customers and fans, and we welcome comments regarding our products and services. Unfortunately, however, neither Hexkey nor anyone affiliated with us can accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans, or new product names. Please do not submit any unsolicited ideas in any form to us.The sole purpose of this notice is to avoid potential misunderstandings or disputes when our products, Services, or marketing strategies might seem similar to unsolicited ideas submitted to us. If, despite our notice, you send us unsolicited creative suggestions, ideas, notes, drawings, concepts, or other information, you agree that the following terms shall apply to your submissions:(a) your submissions and their content will automatically become the property of Hexkey without any compensation to you; (b) We may use or redistribute the submissions and their contents for any purpose and in any way; (c) there is no obligation for us to review the submission; and (4) there is no obligation to keep any submissions confidential.

36. General Information.

36.1 Entire Agreement. These Terms (and any additional terms, rules and conditions of participation that Hexkey may post on the Platform) constitute the entire agreement between you and Hexkey with respect to the Platform and supersedes any prior agreements, oral or written, between you and Hexkey. In the event of a conflict between these Terms of Use and the additional terms, rules and conditions of participation, the latter will prevail over the Terms of Use to the extent of the conflict.

36.2 Waiver and Severability of Terms. No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

36.3 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

36.4 Section Titles. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

36.5 If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

36.6 Force Majeure: We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in performance, when and to the extent such failure or delay is caused by or results from force majeure events (“Force Majeure Event”), including but not limited to: acts of God, flood, fire, epidemics, pandemics, natural disasters, explosion, war, hostilities, civil unrest, government action, industrial disturbances, shortage of adequate Internet connectivity, telecommunication or utilities breakdown, and other similar events beyond our control. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event(s) are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this section, we may thereafter terminate these Terms of Use upon fifteen (15) days’ written notice.

36.7 Same Meaning. The terms used in this Agreement have the same meanings as in our Privacy Notice, which is accessible at https://hexkey.com/privacy-policy, unless otherwise defined in this Agreement. 

36.8 Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (the “Feedback”). You may submit Feedback by emailing us at hello@hexkey.com or through any other means provided on the Platform/Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of Hexkey and you hereby irrevocably assign to Hexkey and agree to irrevocably assign to Hexkey all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Hexkey’s request and expense, you will execute documents and take such further acts as Hexkey may reasonably request to assist Hexkey to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. The preceding does not apply for any Feedback which contains Personal Data. For any such Feedback, Hexkey will treat the personal data in accordance with our Privacy Notice.

37. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

38. California Residents.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.