METHOD90

TERMS OF SALE

Last updated: March 22, 2022

Welcome to Method90! This Terms of Sale Agreement (the “Agreement”) is a binding legal agreement between you (“you,” “your” or “yours”), and Method90, Inc., doing business as Method90 (“Method90,” “Digital Seat Owner” “we,” “our” or “us”). This Agreement governs your access to and use of the Method90 owned DSO Website and the Services thereunder. All users of Method90 must agree to the terms and conditions (the “Terms”) set forth in this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. YOUR USE OF AND ACCESS TO THE METHOD90 SERVICES ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, YOU ARE NOT AUTHORIZED TO USE OR OTHERWISE ACCESS THE SERVICES.

METHOD90 IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE PRODUCTS PURCHASED AND SOLD ON ANY OF METHOD90’S WEBSITES ARE NOT SECURITIES AND SHOULD IN NO WAY BE VIEWED AS INVESTMENT TOOLS. FOR ALL SALES BETWEEN THIRD PARTIES, METHOD90 FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER ON THE WEBSITE, BUT IT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OR BETWEEN ANY USERS.

1. Definitions
   
   

   1. DSO™: means Digital Seat Owner(ship)™ which is a digital token or non-fungible token (“NFT”) that is associated with a smart contract and linked to a unique asset. For example, a DSO may represent access to certain perquisites or information.

   
   

   2. Buyer: means any person who would like to purchase or who has purchased a DSO for any purpose through the Website.

   
   

   3. Initial Buyer: means any person who purchases their initial DSOs directly from Method90 through the website.

   
   

   4. Seller: means any person who wants to sell, or who has already sold, a DSO through the Website.

   
   

   5. Website: means this website, www.dso.co.

   
   

   6. Processing Fee: means any relevant fee that is collected during a transaction on the Website. Processing Fees are described in greater detail in Section 10 of this Agreement.

   
   

   7. Offer: means a binding offer submitted by a Buyer to a Seller through the Website, also known as a “bid”.

   
   

   8. Counter-Offer: means a binding counter offer submitted by a Seller to a Buyer or a Buyer to a Seller in response to an Offer or Counter-Offer submitted by the other party through the Website.

   
   

   9. Offer Acceptance: means Buyer’s acceptance of an Offer or Counter-Offer.

   
   

   10. Final Sales Price: means the total DSO sales price negotiated between Buyer and Seller or between the Initial Buyer and DSO through the Website.

   
   

   11. Transaction Completion: means a transaction that has been completed between the Buyer and the Seller or between the Initial Buyer and Method90, which occurs once we receive confirmation that the DSO has been fully executed and the DSO has been transferred to the Buyer.

   
   
2. Our Rights and Duties
   
   

   1. If you comply with this Agreement, we will allow you to list DSOs for sale on the Website and submit Offers for DSOs listed for sale on the Website. We may, in our sole discretion, prohibit you or any other person from using this Website.

   
   
   2. Our Guarantees:
      
      

      1. Seller Guarantee: We guarantee that after Transaction Completion has occurred, we will pay to the Seller the Final Sales Price, plus applicable taxes and fees, minus any applicable Processing Fee.

      
      

      2. Buyer Guarantee: We guarantee that if we receive Buyer's payment and Transaction Completion does not occur for any reason other than fault of the Buyer, we will refund Buyer’s payment in full. This Buyer Guarantee does not apply to any loss or modification of the DSO after Transaction Completion has occurred, nor to any perquisites associated with the DSO. Likewise, we reserve the right to delay any payments to Seller pending any investigation permitted under the terms of this Agreement.

      
      


3. Description of Service; Disclaimer



Method90 provides access to its services through a platform consisting of the Website and associated proprietary software. The services include Method90’s Website, the DSOs themselves, and any other products and services available for purchase through the Website (together, the “Services”). You are responsible for complying with all trade and tax regulations and both foreign and domestic laws as it relates to your access to and use of the Services.




The Website may also provide information and links related to other third-party products and services. Method90 makes no representations or warranties regarding (a) the accuracy, processing, handling or authenticity of any data processed or output by the Services; (b) non-infringement of any third-party copyright or other intellectual property rights relating to any portion of the Services; (c) the advisability or safety of accessing the Services; or (d) the Services. Method90 does not endorse any users of the Services and assumes no liability for any user’s conduct.



4. Third Party Content



The Website may display, include, make available or link to content, data, information, applications, websites or materials from third parties (“Third Party Content”). Method90 is not responsible for the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, efficiency, advertising, terms of use, privacy policy, practices, software code or any other aspect of the Third Party Content. You are encouraged to read the Terms of Use and Privacy Policy of any third-party websites to which you connect when using the Services. Method90 disclaims all liability arising from or relating to the Third Party Content.




Third Party Content may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws. You may not use such proprietary content, information, or materials in any way whatsoever except to use the Services for their intended purposes.



5. Your Use of the Website
   
   
   1. Your Method90 Account: To use the Website or any Services thereunder, you must register a user account through the Website. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under and any other actions taken in connection with your account. You agree to provide and maintain accurate, current and complete information, including your payment information, and contact information for notices and other communications from us. You agree and represent that You will not under any circumstances use false or misleading information in connection with your account. You agree that we may take steps to verify the accuracy of information you have provided to us. You assume all obligations for any transaction relating to your account, and you shall be responsible for protecting the security of your account credentials at all times.
   
   
   2. Sales through the Website: You shall not complete any transaction commenced on the Website without paying the relevant Processing Fee, as defined in Section 10 of this Agreement. You acknowledge and agree that Fixed Price Sales, Trades and Auctions are all subject to the relevant Processing Fee, as defined in Section 10 of this Agreement.
   
   
   3. Accurate Information: You shall provide accurate and complete information for any transaction occurring through the Website. You shall not provide any information to us or list any information on the Website that is false, inaccurate, misleading, fraudulent, obscene or defamatory. You shall promptly provide to us all information required on the Website or as requested by us. You shall promptly remove, correct or modify all information that becomes incorrect, incomplete, or misleading; we may remove any such information from the Website at our sole discretion.
   
   

   4. Restrictions on Use: Unless and to the extent specifically provided otherwise in writing by Method90, you may not:

      
      

      1. separate any individual component of the Website for use;

      
      

      2. incorporate any portion of the Website into any other software or application or compile any portion of it in combination with any other software or application;

      
      

      3. sell, rent, lease, lend, loan, distribute, assign or sublicense your use of the Website or otherwise transfer any rights to it in whole or in part;

      
      

      4. access or use the Website for any competitive purpose, such as building a competitive product;

      
      

      5. use the Website for any commercial use, including without limitation, advertising, or marketing;

      
      

      6. misuse the Website or DSOs by attempting to access them through a method other than through the platform Method90 provides;

      
      

      7. transfer your account credentials to any other party without our prior written consent;

      
      

      8. attempt to circumvent any limitations on your use of the Website or DSOs;

      
      

      9. use the Website or your account to upload content on the Website that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful programs or items of a destructive or deceptive nature;

      
      

      10. modify, reverse engineer, decompile, remove any proprietary notices or disassemble the Website or DSOs in whole or in part, or create any derivative works from or of the Website or DSOs, or encourage, assist or authorize any other person to do any of these things;

      
      

      11. use the Website or your account in any manner that would cause you to infringe any content, copyright, trademark, patent, publicity, moral right, database or other intellectual property rights (collectively, the “Intellectual Property Rights”) that belong to or are licensed to us, our affiliates, or any third-party, and you undertake not to take or attempt to take any action, or claim ownership of any property, that infringes or would infringe upon our intellectual property interests;

      
      

      12. make copies of or distribute the DSOs or electronically transfer it or any portion of the DSOs without authorization;

      
      

      13. use the Website or DSOs for anything other than lawful purposes;

      
      

      14. engage in any other activities deemed inappropriate by us or which are in contravention of these Terms, nor will you do anything on the Website that could harm the reputation or Intellectual Property Rights of, us or our licensors;

      
      

      15. provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party services providers;

      
      

      16. create accounts by automated means or under false or fraudulent pretenses;

      
      

      17. impersonate another person (via the use of an email address or otherwise)

      
      

      18. use, employ, operate or create a computer program to simulate the human behavior of a user (“Bots”), and or use, employ or operate such Bots or other similar forms of automation to engage in any activity or transaction on Website;

      
      

      19. acquire DSOs through inappropriate or illegal means (including, but not limited to, through the use of a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a DSO and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the DSO or selling, swapping or giving away the DSO to someone else;

      
      

      20. purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties outside of the Website;

      
      

      21. acquire DSOs through inappropriate or illegal means;

      
      

      22. create or register a security interest or encumbrance in or over any DSO.

      
      

   5. We may discontinue some or all of the functionality of the Website or DSOs at any time. We may also terminate your right to use the Website or DSOs at any time, and in such event, we may modify them to make them inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Website and DSOs, including without limitation, all laws relating to copyright and trademark-protected content. You may not authorize or assist any third party to conduct any of the uses prohibited in Section 5.4 of this Agreement.



6. Purchase, Sale and Trade of DSOs
   
   
   1. DSO Transactions.
      
   
   

   The Website allows you to sell, purchase, collect, auction and showcase DSOs on the Method90 blockchain network. Such transactions will be governed by, and conducted in accordance with, the Terms of this Agreement, applicable to each transaction.

   
   

   2. Transaction Format.

      
      

      1. Fixed Price Sales: You may enter into a fixed price sale transaction in which the Seller of the DSO shall list such DSO for sale on the Website at a fixed sale price. The Buyer may offer to purchase the DSO by committing to buy the DSO at the Offer price, or it may provide a Counter-Offer. The Seller may accept the Buyer’s initial Offer to buy or may accept the Buyer’s Counter-Offer (a “Fixed Price Sale”).

      
      

      2. Trades: You may enter into a trade transaction, in which the Seller of the DSO shall list such DSO for sale on the Website and the Buyer may make a Counter-Offer to trade the Seller-owned DSO for Buyer-owned DSO (a “Trade”).

      
      

      3. Auctions: You may enter into an auction transaction whereby the Seller of the DSO shall list such DSO for sale on the Website via an auction process as described in Section 8 (an “Auction” and, together with a Fixed Price Sale, and Trade, each a “Sale”).

      
      
   3. Sales Period.
      
      

      1. The sale details of each listing shall specify the relevant Sales Period. In connection with a purchase, sale or trade of a DSO, whether by Fixed Price Sale, Trade, or Auction the Seller has the discretion to:

         
         

         1. Set the price of the DSO in any amount in United States Dollars (USD) as available on the Website, and

         
         

         2. Shorten or extend the number of days for which the Fixed Price Sale offer, Trade or Auction for the DSO will remain open (the “Sales Period”).

         
         

         3. For purposes of the Genesis DSO tokens only, referring specifically to DSO tokens released in March 2022, there is a sixty (60) day restriction on the ability to sell. Once the 60 day period has ended, the DSO may be sold and transferred normally in accordance with the terms of this Agreement.

         
         

      2. In the event that there is no successful Buyer of the DSO within the initial Sales Period set by the Seller, the Seller has the discretion to update the sales details of the relevant listing as specified in this Section 6.3.



7. Listings
   
   

   1. In the event that you list a DSO for sale on the Website, you acknowledge and agree that:

      
      

      1. You must only list a DSO that you, as the Seller, own;

      
      

      2. Your listing must be accurate, current, complete and include all the relevant information on the associated DSO;

      
      

      3. Your listing must not be misleading (including through the omission of any material information with respect to the DSO listed for sale); and

      
      

      4. You acknowledge and accept that any sale of such DSO will be final and that you will not be able to cancel the same or retain ownership in the DSO following the completion of the sale transaction with respect to the associated DSO.

      
      

   2. We reserve the right to amend any listing to supplement, remove, or correct information that may be inaccurate or materially misleading.




8. Auctions

   
   

   1. Once initiated, an Auction will last for the entirety of the Sales Period, and the Auction cannot be stopped, amended, modified, cancelled or undone upon the commencement of the Sales Period. The Seller also may set a starting price at which bidding shall commence. Provided that such starting price is met by a bidder, the relevant DSO will be sold to the highest successful bidder upon the conclusion of the Sales Period. If no starting price is set by the Seller, then the DSO will be sold to the highest bidder upon the conclusion of the Sales Period no matter what the bid is. Bids placed during an Auction are irrevocable and conditional upon a bidder maintaining a successful Account.

   
   

   2. Auction participants are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a DSO, simulate demand for a DSO, or any other anticompetitive bidding conduct, including but not limited to “puffing”, “chill bidding”, “shill bidding”, “sham bidding”, or “sock puppet bidding”. Sellers are expressly forbidden from bidding or purchasing their own DSOs that have been listed in an Auction, especially for the purpose of artificially influencing the price of such DSO.

   
   

   3. You acknowledge and agree to assume the risk of initiating or participating in an Auction and take full responsibility and liability for the outcome of any Auction that you participate in. We shall not be liable to you or any third party for the outcome of any Auction.



9. Financial Transactions on the Website
   
   

   1. Upon the Seller’s acceptance of a Buyer’s offer in a Fixed Price Sale, Trade or Auction, the total sale price for the purchased DSO (along with all applicable taxes and fees) shall be payable by the Buyer as set forth by the Seller in the sales terms. Any payments or financial transactions that you engage in on the Website will also be subject to a Processing Fee as described in Section 10 of this Agreement.

   
   

   2. Regardless of the currency used in the transaction, we have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Website, or any other payment or transactions that you conduct via the Method90 blockchain network.



10. Processing Fees
    
    

    1. Every transaction conducted on the Website will incur a processing fee (each, a “Processing Fee”). The Processing Fee ranges from 2.5% to 9%, depending on where the Buyer is located and how the Buyer is paying for the transaction. The Processing Fee covers credit card fees, blockchain gas fees, as well as other transaction fees associated with the purchase of the DSO. Except as otherwise expressly stated in this Agreement, you will be solely responsible for paying any relevant Processing Fee on any transaction you enter into via the Website, including any DSO purchase, sale or trade.



11. Representations and Warranties.
    
    

    1. By creating a user account or otherwise using any portion of the Website, you represent and warrant to Method90 the following:

       
       

       1. You possess all necessary authority to enter into this Agreement and upon execution this Agreement will be binding and enforceable in accordance with its terms;

       
       

       2. You are at least 18 years old;

       
       

       3. You will use the Website in accordance with all applicable local, state and federal laws and regulations as well as any applicable foreign laws, treaties, regulations, and conventions in connection with your use of the Website, including without limitation those related to privacy, electronic communications and anti-spam legislation.

       
       

       4. You will not authorize any person to access or use the Website and your associated user account in violation of any applicable local, state and federal laws and regulations or any applicable foreign laws, treaties, regulations, and conventions;




12. DSO Ownership. YOUR OWNERSHIP OF DSOs WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH DSOs ON THE WEBSITE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

    
    

    1. Ownership of the Website.

       
       

       You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Website and all Intellectual Property Rights therein. You acknowledge that the Website and the Content (collectively, the “Platform Materials”) are protected by copyright, trade dress, patent and trademark laws, international conventions, other relevant intellectual property and proprietary rights and applicable laws. All copyrights, trademarks, product names, and logos on the Website relating to and including the DSOs and Content (collectively, the “Intellectual Property”), are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the owner of the applicable Intellectual Property.

       
       

    2. Ownership of DSOs.

       
       

       Ownership of the DSO is mediated entirely by the Method90 blockchain network. When you purchase a DSO on the Website, you own the purchased DSO, and you have the right to transfer, sell, trade or auction your DSO. Upon such purchase, you will have a worldwide, perpetual, exclusive and transferable, license to use, copy, and display the purchased DSO for so long as you own the DSO, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of the Website that permits the purchase, sale and display of your DSO; (c) as part of a third-party website or application that permits the inclusion, involvement, storage, or participation of your DSO. The transfer, sale, trade or auction of your purchased DSOs may be performed by you only via the Website.

       
       

    3. No User License or Ownership of the Platform Materials.

       
       

       Except as expressly set forth herein, your use of the Website does not grant you ownership of or any other rights with respect to, any Intellectual Property, including without limitation, content, code, data, or other Platform Materials that you may access on or through the Website or Services. We reserve all rights in and to the Intellectual Property and the Platform Materials that are not expressly granted to you in these Terms.

       
       

    4. Further User Ownership Acknowledgements

       
       

       For the avoidance of doubt, you acknowledge and agree: (a) that your purchase of a DSO does not give you any rights or licenses in or to the Platform Materials (including, but not limited to, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute or otherwise commercialize any elements of the Platform Materials (including, but not limited to, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.




13. Privacy Policy

    
    

    Our Privacy Policy describes the ways in which we collect, use, store, disclose and share your personal information and is hereby incorporated by reference into these Terms. By using the Website, you confirm that you have read and understand our Privacy Policy and you understand and agree to how we collect, use, store, disclose and share your personal information.



14. Termination
    
    

    1. Termination by You.

       
       

       You may terminate these Terms at any time by cancelling your account and discontinuing your access to and use of the Website. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Website.

       
       

    2. Termination by Us.

       
       

       We reserve the right to, and you agree that we may, without notice and in our sole discretion, terminate your account and your access to, or use of, the Website at any time and for any reason. Your account may be terminated immediately if we suspect that (i) your account is being used for illegal activity; (ii) you have provided false or misleading information; (iii) you have engaged in fraudulent activity; and/or (iv) you have engaged in activity in violation of these Terms. You agree that any suspension or termination of your access to the Website or your account may be without prior notice and that we will not be liable to you or to any third party for any suspension or termination.

       
       

    3. Effect of Termination.

       
       

       Upon any termination, whether by you or us, you may no longer have access to information that you have posted on the Website or that is related to your account, and you acknowledge and agree that we have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.



15. Risks
    
    

    1. Value and Volatility.  You understand and agree that your access to, and use of, the Website is voluntary, and you assume certain risks, including without limitation:

       
       

       1. The price and liquidity of collectible blockchain assets, including the DSOs, are extremely volatile and subjective and may be subject to fluctuations;

       
       

       2. Collectible blockchain assets, including the DSOs, have no inherent or intrinsic value;

       
       

       3. Fluctuations in the price of other digital assets could materially and adversely affect the value of your DSOs, which may also be subject to significant price volatility;

       
       

       4. DSOs are not legal tender and are not backed by any government;

       
       

       5. Transactions involving DSOs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;

       
       

       6. The value of collectibles, including the DSOs, is inherently subjective, and factors occurring outside the Website may materially impact the value and desirability of any particular DSO;

       
       

       7. The value of DSOs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for DSOs, and therefore the value of DSOs is subject to the potential for permanent or total loss of value should the market for DSOs disappear; and

       
       

       8. DSOs and other NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your DSOs.

       
       

    2. Regulatory Uncertainty.

       
       

       The regulatory regime governing blockchain technologies and NFTs is uncertain, and new regulations or policies may materially adversely affect the development of the Website, and by extension, the use, transfer, value and potential utility of your DSOs.

       
       

    3. Payment Services Provider Risks.

       
       

       The Website and Services offered thereunder will rely on third-party platforms such as Stripe to perform the transactions for the purchase and sale of DSOs. If (a) we cease to continue any relationship with such platform providers; (b) the terms and conditions or pricing of such platform providers change; (c) we violate or cannot comply with the terms and conditions of such platforms; or (d) any of such platforms loses market share or is unavailable for a prolonged period of time, access to and use of the Website may suffer.

       
       

    4. Your Own Risk.

       
       

       You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Method90 does not give any advice or recommendations regarding the DSOs. You understand and agree that you access and use the Website at your own risk. You understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when accessing, buying, selling or trading the DSOs or otherwise accessing the Website.




16. Internet Access.

    
    

    Use of the Website requires an internet connection or cellular data and may result in charges from your internet or cellular service provider. Method90 is not responsible for any such charges. Method90 is also not liable for any disruption, failure or malfunction of the Internet or other service providers or for any other situation or event that is out of our direct control. WE ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF YOUR CELLULAR COMMUNICATION OR INTERNET SERVICE PROVIDERS, OR UNAVAILABILITY OR ERRORS ASSOCIATED WITH THEIR SYSTEMS OR SERVICES.




17. Disclaimers, Limitation of Liability.

    
    

    METHOD90 DOES NOT PROMISE THAT THE SERVICES OR ANY FUNCTIONALITY THEREOF WILL BE ERROR-FREE OR UNINTERRRUPTED OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SERVICES ARE PROVIDED BY METHOD90 “AS-IS” AND “AS-AVAILABLE” WITHOUT ANY OTHER WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING THAT THE SERVICES OR ANY FILES OR OTHER DATA YOU DOWNLOAD IN RELATION TO THE SERVICES WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. YOUR USE OF THE SERVICES, AND THE RESULTS AND PERFORMANCE ACHIEVED USING THE SERVICES, IS AT YOUR OWN RISK. METHOD90 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.

    
    

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METHOD90 BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, ANY PROVISION OF OR FAILURE TO PROVIDE SUPPORT, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF METHOD90, AND EVEN IF METHOD90 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    
    

    IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, METHOD90 IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, METHOD90’S LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO METHOD90 FOR THE SERVICES WITHIN THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY, OR $100.00, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.




18. Indemnification and Release

    
    

    You hereby release, and shall defend, indemnify and hold harmless, Method90 and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint-ventures, partners, employees, agents, licensors and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation all reasonable attorneys’ fees), known and unknown, arising out of (i) your use of the Services; (ii) any dispute between you and any other user or users; (iii) your breach of any representation or warranty; (iv) your breach of this Agreement, or (v) the infringement by you, or any other user of your username or account, of any intellectual property or right of any person or entity.

    
    

    If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”




19. Proprietary Rights

    
    

    The Services are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. All rights in the Services, Platform Materials, and other Intellectual Property not expressly licensed under this Agreement are reserved to Method90. You shall not reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, rent, lease, sublicense, assign, or otherwise transfer any portion of the Services, Platform Materials or other Intellectual Property except as expressly authorized in this Agreement.




20. Trademark Use

    
    

    No right to use any trademark or trade name of Method90 is granted to you hereunder other than the right to display the Method90 marks that are placed on the Services and messages rendered via the Services, in which case such marks may not be altered or removed by you without written approval by Method90.




21. Updates

    
    

    Method90 may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Services or portions thereof available to you under this Agreement for the purpose of, among other things, distributing bug fixes, patches and feature improvements. Notwithstanding the foregoing, Method90 does not have any obligation to provide any bug fixes, modifications, updates or technical or end user support for the Services.




22. Collection and Use of Data

    
    

    You acknowledge that the Website automatically collects certain information, data and statistics relating to your use of the Services, and compiles such information, data and statistics. Method90 reserves the right to use such information, data and statistics in the course of Method90’s business, and you hereby agree to such use. Unless specifically agreed in writing by Method90, Method90 is not responsible for, and hereby disclaims all warranties relating to, the storage of any data for use with the Services.

    
    

    Method90 has no duty to resist any effort by law enforcement officials to obtain information relating to you and your use of the Services. Method90 reserves the right to disclose any information necessary to satisfy any such law enforcement requests, warrants, subpoenas or court orders.




23. General Terms

    
    

    1. Illegal Activities: You shall not use the Website in any way that would involve the sale of counterfeit or stolen items or that would involve any illegal activities. If illegal activity is detected, Method90 may seize or terminate the DSO and prevent you from accessing the Website or the DSO. Method90 may also hold funds in a Seller’s Wallet if the Seller has benefited from a fraudulent transfer.

    
    

    2. Viruses: You shall not provide any communication to the Website, directly or indirectly, that contains any programming intended to damage, interfere with, intercept or expropriate any system, data or personal information.

    
    

    3. Investigations: You shall cooperate with any investigation by Method90 concerning any activities related to the Website and shall promptly provide any and all requested information to Method90 in conjunction with any investigation.

    
    

    4. Amendments: Method90 may amend this Agreement at any time by posting the amended Agreement on the Website. The amended Agreement will become effective once posted on the Website for any transactions beginning after the amended Agreement has been posted. The amended Agreement shall be effective for any ongoing transactions if you continue to use the Website after the amended Agreement has been posted.

    
    

    5. Notices: All notices to Method90 must be submitted electronically to [email protected]. We shall provide notice to you by posting on the Website or via email to the email address you provided upon registration of your user account.

    
    

    6. Assignability: You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement without the prior written consent of Method90. We may refuse any assignment at our sole discretion.

    
    

    7. Governing Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina. All disputes relating to this Agreement, including disputes related to any transactions conducted using the Website, shall be resolved in the state or federal courts in Mecklenburg County, North Carolina, unless the parties to the dispute agree otherwise.

    
    

    8. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected.




24. Other Agreements.

    
    

    This Agreement constitutes an individual consent by you to be bound by the terms of this Agreement and is the entire agreement between you and Method90 with regard to the subject matter hereof, and any and all other written or oral agreements or understandings previously existing between you and Method90 with respect to such subject matter are hereby cancelled. If you enter into a purchase agreement or other formal agreement with Method90, the terms of that agreement shall control where inconsistent with these Terms.




25. Void Where Prohibited.

    
    

    Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations or are appropriate or available for use outside the United States. Method90 reserves the right to limit, in its sole discretion, the provision of the Services or any feature thereof to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.




26. Miscellaneous.

    
    

    If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect. Method90’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Method90 of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between Method90 and you or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.