Last Modified: July 3, 2023
DISCLAIMER: THE VALUE OF NFTS AND DIGITAL REWARDS ARE DERIVED FROM SUPPLY AND DEMAND IN THE GLOBAL MARKETPLACE, WHICH CAN RISE ORFALL INDEPENDENT OF ANY GOVERNMENT CURRENCY. HOLDING NFTS AND DIGITAL REWARDS CARRIES EXCHANGE RATE AND OTHER TYPES OF RISK. THE VALUE OF NFTS AND DIGITAL REWARDS MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE TRADITIONAL GOVERNMENT CURRENCY FOR DIGITAL REWARDS, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR DIGITAL REWARD SHOULD THE MARKET DISAPPEAR. THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE AND VALUE OFNFTS AND DIGITAL REWARDS, RELATIVE TO GOVERNMENT CURRENCY,MAY RESULT INSIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME. NERD UNITED DOES NOTAND CANNOT GUARANTEE OR WARRANT THE VALUE OF ANY NFT, DIGITAL REWARD OR BLOCKCHAIN, INCLUDING THE HYPER BLOCKCHAIN AND NERD REWARD, AND EXPLICITLY WARNS THE USER THAT THERE IS NO REASON TO BELIEVE THAT ANY NFT, DIGITAL REWARD,OR BLOCKCHAIN REWARD WILL INCREASE IN VALUE, AND THAT THEY MAY HOLD NO VALUE,DECREASE IN VALUE, OR ENTIRELY LOSE VALUE.
USER AFFIRMS HE/SHE IS OVER THE AGE OF 18 OR THE LEGAL AGEOF MAJORITY WHERE THE USER RESIDES IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, AS THE NERD UNITED APP AND NERD UNITED SERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 18 OR THOSE THAT HAVE NOT REACHED THE AGE OF MAJORITY.
1 – NERD UNITED Services
NERD UNITED Services include the facilitation of a distributed application operable with a decentralized blockchain network, using smart contracts (each a “Smart Contract”) to enableUsers to own, buy, sell, transfer, and share unique digital rewards that can be visualized on the NERD UNITED Site and/or through the NERD UNITED App. To use the NERD UNITED Services, a User needs compatible hardware, software (latest version recommended and sometimes required) and Internet access (depending on the NERD UNITED Service). The NERD UNITED Services’ performance may be affected by these factors.
1.1 HYPER Node
The HYPER Node is a computer software system functionally connected to the HYPER Blockchain. The HYPERNode supports blockchain work by maintaining the cryptography and confirming transactions facilitating recordation and validation thereof on the HYPERBlockchain. Used herein, “HYPER Node”may represent either the node itself or a license the User obtains to run the node. The plurality of HYPER Nodes, when operably combined, form the “HYPERNode Network.” Owners of HYPER Nodes can earn Hyper Digital Rewards by operating their nodes in accordance with automated algorithmically driven Smart Contracts conforming with provisions of a distributed governance framework (“DGF”) set forth and initiated in a charter ratified by a community of owners of HYPER nodes comprising the HYPER Node Network and corresponding to the HyperBlockchain.
The HYPERBlockchain allows each user to log digital items, characters, non-fungible tokens (“NFTs”) digital rewards, and other attributes on the HYPER Blockchain public ledger that allows for decentralized, immutable record of ownership.When a User purchases, earns, or receives any NFT or digital reward through aSmart Contract process, the User owns completely and outright the digital reward. For the avoidance of doubt, the User acknowledges and agrees that while the User may own an NFT or digital reward, the underlying embedded intellectual property rights may be subject to certain licensing requirements, and the only way such rights can be conveyed to Users is if the associated conveyor holds a valid license to the intellectual property and conveys the same. If such license terminates, the conveyor, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User's NFTs or other digital assets, and the underlying embedded intellectual property may be changed or removed at the rights owner's determination.
1.3 Hyper DigitalReward
Each User of any service on the HYPER Blockchain and associated HYPER Node may be able to earn the Hyper Digital Reward, which may or may not be bridged to other blockchains(including but not limited to Ethereum) through a minting process solely at the option and action of the User. The Hyper Digital Reward is a digital reward and not a security token. Hyper Digital Rewards are not being offered to investors and there is no Initial Coin Offering (ICO) to promote Hyper Digital Rewards.Like BTC (which is the digital reward generated from the Bitcoin Blockchain), theHyper Digital Reward is created through a unique blockchain protocol. Its utility may reside solely within the HYPER Blockchain and may or may not have value. Hyper Digital Reward is not available for purchase from NERD UNITED. Moreover, NERD UNITED cannot, and does not, control whether any of the Hyper Digital Reward, any NFT, and any other digital reward has monetary value on any other blockchain. On the Hyper Blockchain, the NERD UNITED Site, the NERD UNITED App, or any website or application associated with the NERDUNITED Services, neither the Hyper Digital Reward, nor NFT, nor other digital reward may be exchanged for currency. HyperDigital Reward is a digital reward earned in exchange for work and action on the HYPER Node network. Hyper Digital Reward is designed to have utility on theNERD UNITED platform for the purchase of NERD UNITED products and services. Hyper Digital Reward is not an investment product and may never have any value. HYPER node owners should not expect to recognize any value from Hyper Digital Reward other than its utility within the NERD UNITEDPlatform ecosystem. NERD UNITED does not anticipate Hyper Digital Reward’s value correlating with NERD UNITED’s business activities.
1.4 NERD UNITED App
1.4.1 NERD UNITED will provide each User with an application configured to serve as the User’s wallet. NERD UNITED will never take custody or control over any digital rewards stored in a User’s NERD UNITED App. Instead of the NERD UNITED App, a User may use any compatible digital app or wallet provided by a third-party company that safely connects to the Hyper Blockchain. A User may be able to use the NERD UNITEDApp or other compatible wallet to interact with the Hyper Blockchain and transact digital rewards with other users of the HYPER Blockchain. NERD UNITED does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). NERD UNITED is not a custodian, exchange or money transmitter and the NERD UNITED App does not store, send or receive anyNFT or digital reward, but such transactions are facilitated by the decentralized HYPER Blockchain or other operably connected decentralized blockchains.
1.4.2 When a User creates a NERD UNITED App, the Hyper Blockchainsoftware automatically generates a cryptographic private key and public keypair that the User must use to send and receive any digital reward supported onthe Hyper Blockchain. The User is solely responsible for storing and keepingsecret, outside of NERD UNITED’s Services, a backup of any User’s NERD UNITED Appcredentials, private key(s), passwords, and transaction information that theUser maintains in the NERD UNITED App or otherwise with the NERD UNITED Services. It is recommended that User backup its NERD UNITEDApp. If the User does not backup the NERD UNITED App, the User may not be ableto access Hyper Digital Reward in the event that NERD UNITED discontinues someor all of the NERD UNITED Services. Any digital reward a User accesses via itsNERD UNITED App may become inaccessible if the User does not know or keepsecret its NERD App keys and passwords. NERD UNITED does not receive or store aUser’s app passwords, PIN, keys, network addresses or transaction history. NERDUNITED cannot assist any User with app password or key retrieval. Any thirdparty with knowledge of one or more of a User’s credentials (including, withoutlimitation, a backup phrase, app identifier, password, or keys) can dispose ofthe digital reward accessible via the User’s NERD UNITED App.
1.4.3 For a transaction to be validated on the HYPERBlockchain, any NERD UNITED Platform transaction through the NERD UNITED Appmust be confirmed and recorded in the distributed ledger associated with the HYPERBlockchain. The HYPER Blockchain is a decentralized, peer-to-peer networksupported by the users of the HYPER Blockchain, which is not owned, controlledor operated by NERD UNITED.
1.4.4 NERD UNITED has no control over digital rewardsgenerated through the HYPER Blockchain and cannot ensure that any transactiondetails a User submits via the NERD UNITED Services and/or NERD UNITED App willbe confirmed or processed on the HYPER Blockchain. The User agrees andunderstands that the transaction details submitted by the User via the NERD UNITEDServices and NERD UNITED App may not be completed or may be delayed by the HYPERBlockchain or any supporting blockchain used to process the transaction. NERD UNITEDdoes not guarantee that the NERD UNITED App can transfer title or right in anyNFT or digital reward, and NERD UNITED makes no warranties of title of anykind. Once transaction details have been submitted to the HYPER Blockchain,NERD UNITED cannot assist the User to cancel or otherwise modify suchtransaction or details.
1.4.5 In the event of a fork of the HYPER Blockchain or anyother supported blockchain, NERD UNITED may not be able to support the User’sactivity related to NERD UNITED Services, the NERD UNITED Platform, HyperDigital Reward or any other supported NFT or digital reward. The User agrees and understands that in theevent of a fork of the HYPER Blockchain, any transaction associated with theNERD UNITED App or NERD UNITED Services may not be completed, may be partiallycompleted, incorrectly completed, or substantially delayed. NERD UNITED is notresponsible for any loss incurred by any User caused in whole or in part,directly or indirectly, by a fork of the HYPER Blockchain.
1.4.6 NERD UNITED does not currently charge a fee for the NERDUNITED App, receiving, sending, or storing NFT and digital reward. However,NERD UNITED reserves the right to do so in the future, and in such case anyapplicable fees will be displayed prior to the User incurring such fee.Notwithstanding, the HYPER Blockchain may have Blockchain Transaction Feesrequired to transact digital reward transactions through the HYPER Blockchain.NERD UNITED may attempt to calculate for the User any Blockchain TransactionsFees, though such calculation may be inaccurate or excessive. The User mayselect a greater or lesser fee, and the User is solely responsible for payingany Blockchain Transaction Fees required on the HYPER Blockchain. NERD UNITED willneither advance nor fund any Blockchain Transaction Fee on any User’s behalf,nor be responsible for any excess or insufficient fee calculation.
1.4.7 The User shall be responsible for all activities thatoccur through the NERD UNITED App and accepts all risks of any authorized orunauthorized access to the NERD UNITED App, to the maximum extent permitted bylaw. The User represents and warrants that the User is familiar with andaccepts the risks associated with digital apps and private keys, including therisks described herein.
1.4.8 From time totime, there may be programs in place to allow User to receive a reward, in theform of Hyper Digital Reward, NFT, or otherwise, based on actions taken by theUser, whether it be by referral or other program in place at the time(“Additional Rewards”). User understandsthat NERD UNITED makes no representations or warrants regarding the AdditionalRewards. Notwithstanding or limiting the foregoing, NERD UNITED further makesno representations or warrants surrounding the operation of any NERD UNITED Servicesor that said NERD UNITED Services/Additional Rewards will be error-free oruninterrupted. The User accepts the sole responsibility for taking any and allactions to obtain any Additional Rewards and holds NERD UNITED harmless for anyopportunity cost or losses that occur as a result of the non-receipt ofanticipated Additional Rewards, monetary or otherwise.
2 — PAYMENT TERMS
User can use the NERD UNITED Services for free or for acharge, either of which is a “NERD UNITED Transaction.” Each NERD UNITED Transactionis an electronic contract between User and NERD UNITED and/or User and theentity providing the NERD UNITED Service as contracted by NERD UNITED. NERD UNITEDwill charge User’s selected payment method for any NERD UNITED Transaction thatrequires payment. If User’s chosen payment method cannot be charged for anyreason (such as expiration or insufficient funds), User remains responsible forany uncollected amounts, and NERD UNITED may attempt to charge User again orrequest that User provide another payment method. Unless otherwise provided,all NERD UNITED Transactions are non-refundable and final.
2.1 Annual License and Monthly Service Fees
The User shall pay a one-time HYPER Node license fee and maybe charged monthly service fee(s) for NERD UNITED Services. NERD UNITED or anyof its affiliates or third parties may be the party that sells the software orhardware for any HYPER Node.
2.2 Software License
The User may be required to enter into a software licenseagreement with NERD UNITED or any third party for the use of any requiredsoftware for each HYPER Node. The User shall pay all associated softwarelicense fees.
2.3 Maintenance and Hosting Fees
NERD UNITED does not maintain or host any HYPER Node butmay refer the User to one or more third-party hosting companies that may or maynot be affiliated with NERD UNITED. If the User elects and is part of aseparate hosting agreement, the User may be required to pay certain data centeroperations, maintenance and power fees (“Maintenance Fees”). These MaintenanceFees may be deducted from the User’s digital rewards or Hyper Digital Rewardwith the consent of NERD UNITED, at NERD UNITED’s discretion. Users areresponsible for any reversals, chargebacks, claims, fees, fines, penalties andother liability incurred by User resulting or arising out of the User’selection to use a third-party hosting company.
2.4 Blockchain Transaction Fees
The delivery and receipt of any of the User’s digitalrewards through the NERD UNITED App may be subject to network or transactionfees charged by the blockchain associated with the User-selected algorithm(“Blockchain Transaction Fees”), which are non-refundable. BlockchainTransaction Fees are paid to emit, record, verify, and process a transaction onthe blockchain. Any withdrawal or transfer of the User’s digital rewards may besubject to Blockchain Transaction Fees.
2.5 Other Third-Party Fees
Certain digital apps, app addresses, tools, and third-partysoftware and devices (“Third-Party Fees”) used by the User may also charge theUser a fee, including a per transaction or transfer fee, which arenon-refundable. The User is responsible for satisfying any such fee(s). TheUser should note that any such fees may significantly reduce the User’s rewardsand therefore the User is responsible for managing the selection, use, rate andfrequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User willpay for NERD UNITED Services without any reduction for taxes. If the User isrequired by law to withhold any taxes from its payments to NERD UNITED, theUser must provide NERD UNITED with an official tax receipt or other qualifieddocumentation to support such withholding, including value added tax (“VAT”),if applicable. The User will be liable to pay (or reimburse NERD UNITED) forany taxes, interest, penalties, or fines which may arise from any mis-declarationmade by the User. The User shall pay NERD UNITED for all taxes and governmentalfees NERD UNITED is required to collect or pay upon sale or delivery of NERD UNITEDServices. POTENTIAL USERS OF NFTS, DIGITAL REWARDS, INCLUDING BUT NOT LIMITED TOHYPER DIGITAL REWARD, ETHEREUM AND BITCOIN, ARE FOREWARNED OF POSSIBLEFINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIAT CURRENCY DUE TOAN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIMEOF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISORREGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, OROTHER USE OF DIGITAL REWARDS. USER IS SOLELY RESPONSIBLE FOR THE PAYMENT OF ANYAPPLICABLE TAXES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, OR OTHER USE OFNFTS, OR DIGITAL REWARDS.
3 — USER OBLIGATIONS
(A) To use the NERD UNITED Services, you will need toregister an account through the NERD UNITED Site and/or the NERD UNITED App.During the registration process, NERD UNITED will ask User for certaininformation, including but not limited to the User’s name, address and otherpersonal information to verify User’s identity. NERD UNITED may, in NERDUNITED’s sole and absolute discretion, refuse to maintain an account for User. Userhereby accepts and acknowledges that User: (a) is of legal age in User’srespective jurisdiction to agree to this Agreement; and (b) has not previouslybeen suspended or removed from using the NERD UNITED Services.
(B) By using your account, User agrees and represents that Userwill use the NERD UNITED Services for User’s personal use and User may not use User’saccount to act as an intermediary or broker for any other third party, personor entity. Unless expressly authorized by NERD UNITED, User is only allowed tohave one account and is not allowed to sell, borrow, share or otherwise makeavailable User’s account or any detail necessary to access User’s account topeople or entities other than User. Useris solely responsible and liable for maintaining adequate security and controlof any and all usernames, email addresses, passwords, two-factor authenticationcodes or any other codes or credentials that User uses to access the NERDUNITED Platform and/or NERD UNITED Services. User’s account must not contain misleading orfraudulent information. Creating false information for your account, falsifyingyour country of origin or providing fraudulent identification documents isstrictly prohibited.
(C) During the registration of your account, User agrees toprovide NERD UNITED with the information NERD UNITED for the purposes ofidentity verification and the detection of money laundering, terroristfinancing, fraud, or any other financial crime and permit us to keep a recordof such information. User will need to complete certain verification proceduresbefore User is permitted to use the NERD Services, which procedures may bemodified as a result of information collected about User on an ongoing basis.The information NERD UNITED requests may include certain personal information,including, but not limited to User’s name, address, telephone number, e-mailaddress, date of birth, social security number, taxpayer identification number,and a government identification. In providing NERD UNITED with this or anyother information that may be required, User confirms that all of theinformation is true, accurate and not misleading. User agrees to promptly keep NERDUNITED updated if any of the information User provides changes. USER AUTHORIZE NERDUNITED TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH THIRD PARTIES, THAT NERDUNITED CONSIDERS NECESSARY TO VERIFY USER’S IDENTITY OR PROTECT USER AND/OR NERDUNITED AGAINST FRAUD OR OTHER FINANCIAL CRIME, AND TO TAKE ACTION NERD UNITEDDEEMS NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES. WHEN NERD UNITED CARRIESOUT THESE INQUIRIES, USER ACKNOWLEDGES AND AGREES THAT USER’S PERSONALINFORMATION MAY BE DISCLOSED TO CREDIT REFERENCE AND FRAUD PREVENTION ORFINANCIAL CRIME AGENCIES AND THAT THESE AGENCIES MAY RESPOND TO NERD UNITEDINQUIRIES IN FULL.
(D) To use the NERD UNITED Services, User may need tofulfill certain legal obligations in User’s country and/or state of residence.By accepting these terms in this Agreement, User confirms that User hasreviewed User’s local laws and regulations and that User is aware of, andfulfills, any and all such obligations. Due to legal or regulatoryprohibitions, NERD UNITED does not offer the use of the NERD UNITED Platformand NERD UNITED Services in certain jurisdictions. By accepting the terms inthis Agreement, User confirms that User is not a resident or governed by thelaws and regulations of those jurisdictions.
(E) NERD UNITED may not make all of the Services availablein all markets and jurisdictions and may restrict or prohibit use of all or aportion of the Services from certain jurisdictions (“RestrictedJurisdictions”). At this time, Restricted Jurisdictions include jurisdictionssubject to sanctions identified by the U.S. Department of the Treasury, Officeof Foreign Asset Control. User must not attempt to use the NERD UNITED Platformand/or NERD UNITED Services if User is located in any of those RestrictedJurisdictions. User must not attempt to circumvent any restrictions imposed viathe NERD UNITED Platform and/or NERD UNITED Services, such as by obscuring User’sIP address or submitting any inaccurate information regarding User’s location.
3.2 Software and Equipment Allocation
The User is responsible for the allocation of the User’ssoftware and equipment and selected optimization strategies and decisions. TheUser acknowledges that NERD UNITED is not responsible for the selection ortiming of blockchain protocols, nor is NERD UNITED responsible for theprotocols selected for use in connection with the NERD UNITED Platform and/or NERDUNITED Services. The User is solely responsible for these decisions. The Useracknowledges that the node transactions on any blockchain may vary and will notbe uniform across each HYPER Node. The User acknowledges that the difficulty ofnode operation may vary and will likely increase over time.
3.3 Log-in Credentials
The User represents and warrants that the User isresponsible for the preservation of confidentiality of the User’s logincredentials on the NERD UNITED Site, NERD UNITED App and any other login forthe NERD UNITED Services. Login credentials generated for the User by NERD UNITEDare for the User’s internal use only and the User is strictly prohibited fromselling, transferring, or sub-licensing them to any other entity or person.
3.4 Blockchain Network Risk
The User represents and warrants that the User accepts therisks of blockchain protocol and network, including instability, congestion,high transaction costs, network latency, information security, regulatory risk,and technological and operational error. The User understands these risks may resultin delay or failure to process transactions, failure to generate hash rate, andpotentially high Blockchain Transaction Fees or Third Party Fees. The Userrepresents and agrees that NERD UNITED is not responsible for any diminishedNERD UNITED Services and/or diminished functionality of the NERD UNITEDPlatform, related features, or capabilities resulting from blockchain networkrisk. In the event of a material increase or decrease to Blockchain TransactionFees, Third Party Fees, or operational degradation, congestion, failure orother disruption of the blockchain network used by the User, NERD UNITED may,at its sole discretion and upon notice to the User, make any adjustments to theNERD UNITED Platform and/or NERD UNITED Services.
3.5 Blockchain Modification Risk
The User represents and warrants that the User is familiarwith and accepts the risks associated with blockchain development and codechanges. Blockchain technologies are still under development and may undergosignificant changes over time. Blockchain contributors may make changes tofeatures and specifications of the algorithm selected by the User, and may forkthe HYPER Blockchain protocol. Such changes may include or result in theelimination or support for specific algorithms and applications.
3.6 Consensus Mechanism Risk
In addition to blockchain modification risk, blockchaincontributors may also modify the cryptographic verification process such that consensuscannot be obtained and the blockchains can no longer be verified throughProof-of-Stake methodologies. The User accepts and acknowledges such risk andshall allocate the User’s hash rate to other available blockchains and miningprocesses that use Proof-of-Stake methodologies. The User further acknowledgesthat certain blockchain algorithms have no alternative blockchain applicationsthat support Proof-of-Stake digital reward provision and any such Hyper DigitalReward from Proof-of-Stake to other consensus mechanisms would result in noapplicable use of the User’s hash rate.
3.7 Trade Compliance
User shall comply with all applicable import, re-import,sanctions, anti-boycott, export, and re-export control laws and regulations,including all such laws and regulations that apply to European Union and U.S.companies, such as the Export Administration Regulations, the InternationalTraffic in Arms Regulations, and economic sanctions programs implemented by theOffice of Foreign Assets Control and the European Union’s Common Foreign andSecurity Policy (collectively, “Trade Sanctions Laws”). The User represents andwarrants that the User and the User’s financial institutions, or any party thatowns or controls the User or the User’s financial institutions, are not subjectto sanctions or otherwise designated on any list of prohibited or restrictedparties, including but not limited to the lists maintained by the UnitedNations Security Council, the U.S. Government (e.g., the Specially DesignatedNationals List and Foreign as Evaders List of the U.S. Department of Treasury,and the Entity List of the U.S. Department of Commerce), the European Union orits Member States, or other applicable government authority. Further, User represents and warrants that itis currently in compliance with and shall at all times during the term of thisagreement remain in compliance with the regulations of the United States Officeof Foreign Assets Control (“OFAC”), including those named on OFAC’s SpeciallyDesignated and Blocked Persons List, and any statute, executive order(including the September 24, 2001, Executive Order Blocking Property and ProhibitingTransactions with Persons who Commit, Threaten to Commit or Support Terrorism),or other governmental action relating thereto. Specifically, User shall notengage in business, sell to, or form a business relationship on behalf ofothers or for itself with any individual or country in contravention orviolation of the aforementioned rules, laws, and regulations. The User warrantsthat it is not named on any OFAC Blocked Persons List or resides in any countryor territory sanctioned by OFAC. The User shall indemnify and hold harmlessNERD UNITED against and from any claim, loss, damage or expense (includingattorneys’ fees and costs for the underlying investigation) arising from anybreach or misrepresentation of this section. If User does not reside in ajurisdiction located in the European Union or the United States, User herebyagrees that any dispute or claim arising from this section of the Agreementshall be governed by the applicable law set forth in this section, withoutregard to any conflict of law provisions, and hereby irrevocably submit to thenon-exclusive jurisdiction of the courts located in section entitled “GoverningLaw” of this Agreement.
User acknowledges that User’s activities under thisAgreement may be subject to United States and other anti-bribery and corruptionlegislation around the world (including without limitations, the U.S. ForeignCorrupt Practices Act and the UK Bribery Act). User warrants that User has notand undertakes and agrees that User shall not, in connection with thisAgreement, make or promise to make any payment or transfer of anything of value, directly, or indirectly, to:
(A) Any governmental official or employee (including employees of government-owned or state-controlled corporations and employees of public international organizations);
(B) Any political party, official or candidate; any intermediary for payment to any of the foregoing; or to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States of America. User acknowledges and agrees that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. The User shall indemnify and hold harmless NERD UNITED against and from any claim, loss, damage or expense(including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.
Any User that suspects any instance or allegation of violation of this section shall immediately report such instance to NERD UNITED and to the proper authorities.
3.9 Intellectual Property Restrictions
User acknowledges and agrees that NERD UNITED, anydeveloper, and third-party contract provider (or, as applicable, any licensors),or applicable distributed governance framework assignee own all legal rights,title, and interest in and to all elements of the visual interfaces, graphics(including, without limitation, all art and drawings associated with them),design, systems, methods, information, computer code, software, services, “lookand feel”, organization, compilation of the content, code, data, and all other elements of any content provided on the NERD UNITED Site, NERD UNITED App, associatedNERD UNITED Platform, corresponding NERD UNITED Services, or HYPER Blockchain(“Works”) and all copyrights, trade dress, patents, and trademarks, tradesecrets other proprietary rights (“Intellectual Property”) therein. All such Works and Intellectual Property arethe property of its owners or licensors. Except as expressly set forth herein,the use of the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services doesnot grant User any ownership of or any other rights with respect to such Works,content, or Intellectual Property that User may access on or through the NERD UNITEDPlatform or any NERD UNITED owned websites, APIs, or mobile applicationsassociated with the NERD Interface.
USER AFFIRMS HE/SHE IS OVER THE AGE OF 18 OR THE LEGAL AGEOF MAJORITY WHERE THE USER RESIDES IF THAT JURISDICTION HAS AN OLDER AGE OFMAJORITY, AS THE NERD SITE, NERD APP AND NERD SERVICES ARE NOT INTENDED FORCHILDREN UNDER AGE 18 OR THOSE THAT HAVE NOT REACHED THE AGE OF MAJORITY.
3.11 Responsibility for Conduct
User takes responsibility for all activities that occur onUser’s NERD UNITED Site account, under User’s NERD UNITED App and for User’suse of the NERD UNITED Services, and User accepts all risks of any authorizedor unauthorized access to User’s NERD UNITED Site account, under User’s NERDUNITED App and for User’s use of the NERD UNITED Services, to the maximumextent permitted by law. User represents and warrants that the User is familiarwith and accepts the risks associated with digital Apps and private keys,including the risks described herein. User is solely responsible for its ownconduct while accessing or using the NERD UNITED Site, NERD UNITED App and NERDUNITED Services and for any consequences thereof. User agrees to use the NERD UNITED Site, NERDUNITED App and NERD UNITED Services, and thereby interact with the HYPERBlockchain for purposes that are legal, proper and in accordance with theseTerms and any applicable laws or regulations. By way of example, and not as alimitation, User may not, and may not allow any third party to: (i) send,upload, distribute or disseminate any unlawful, defamatory, harassing, abusive,fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses,worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of adestructive or deceptive nature; (iii) impersonate another person (via the useof an email address or otherwise); (iv) upload, post, transmit or otherwisemake available through the NERD UNITED Services any content that infringes theintellectual proprietary rights of any party; (v) use the NERD UNITED Servicesto violate the legal rights (such as rights of privacy and publicity) ofothers; (vi) engage in, promote, or encourage illegal activity (including,without limitation, money laundering); (vii) interfere with other users’enjoyment of the NERD UNITED Site, NERD UNITED App or HYPER Blockchain; (viii)exploit the NERD UNITED Services for any unauthorized commercial purpose; (ix)modify, adapt, translate, or reverse engineer any portion of the NERD UNITEDSite, NERD UNITED App and/or NERD UNITED Services; (x) remove any copyright,trademark or other proprietary rights notices contained in or on the NERDUNITED Site, NERD UNITED App, or HYPER Blockchain or any part of it; (xi)reformat or frame any portion of the NERD UNITED Site, NERD UNITED App or NERDUNITED Services; (xii) display any content on the NERDUNITED Site, NERD UNITED App and/or NERD UNITED Services or HYPERBlockchain that contains any hate-related or violent content or contains anyother material, products or services that violate or encourage conduct thatwould violate any criminal laws, any other applicable laws, or any third partyrights; (xiii) use any robot, spider, site search/retrieval application, orother device to retrieve or index any portion of the NERD UNITED Site or NERDUNITED App or the content posted on the NERD UNITED Site or NERD UNITED App, orto collect information about its users for any unauthorized purpose; or (xiv)create user accounts by automated means or under false or fraudulent pretenses.The User shall indemnify and hold harmless NERD UNITED against and from anyclaim, loss, damage or expense (including attorneys’ fees and costs for theunderlying investigation) arising from any breach or misrepresentation of thissection. User is solely responsible for all damages and legal liability that heor she may incur.
3.12 Representations Made By User
User acknowledges and agrees that the NERD UNITED Services,including but not limited to the HYPER Node, ARE NOT being sold as aninvestment by or of NERD UNITED. THE USER UNDERSTANDS THAT ANY REPRESENTATIONSMADE BY THE USER AT ANY TIME THAT ANY OF THE NERD UNITED SERVICES ARE ANINVESTMENT IN NERD UNITED (OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, INGENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET NERD UNITED SERVICES INCOORDINATION WITH SUPPLYING USER’S REFERRAL LINK IS A DIRECT BREACH OF THETERMS & CONDITIONS. A determination of same will be made at the solediscretion of NERD UNITED. User further acknowledges that crypto assets are notinsured by the Federal Deposit Insurance Corporation (FDIC), the SecuritiesInvestor Protection Corporation (SIPC) or any other public or private insurer,including against cyber theft or theft by other means. User understands thatcryptocurrency activity is not a regulated activity in many states. Userfurther acknowledges that the value of crypto assets can be extremely volatileand unpredictable, and subject to large fluctuations, which can resultinsignificant losses in a short time, including possibly a loss of total valuein the future.
3.13 HYPER NodeRepresentations
NERD UNITED and the User recognize that the SOLE ANDONLY purpose of the HYPER Node is to support the HYPER Node Network andfacilitation validation of transactions on the Hyper Blockchain. Nothingcontained in this Agreement, exhibit to this Agreement, or any representationmade outside of this Agreement, conveys on the User any ownership interests inNERD UNITED or its subsidiaries, or interests otherwise in NERD UNITED (including,but not limited to voting rights in the HYPER Node Network), nor anyexpectation of profits from the efforts of NERD UNITED or its principals orsubsidiaries. The User understands that while it may from time to time receiverewards in line with the distribution protocol set forth by the charterauthorizing the distributed governance framework (DGF) of the HYPER Node Network(“Distribution Rewards”) (subject to change), said reward is solely earnedbecause of and as a direct result of work accomplished and performed by theUser (e.g., work done by the HYPER Node). The User recognizes that should theUser never actually operate the HYPER Node, the User will receive norewards. NERD UNITED has no control ofthe protocol and method in which rewards are distributed in accordance withwork performed by the HYPER Node. It is anticipated that the HYPER Node will beable to be sold or transferred in the future, potentially as NFTs, however,NERD UNITED cannot and does not warrant or represent that the resale value ofthe HYPER Nodes will be higher than the purchase price should this event occur,nor that it will be legally possible to do so. Further, NERD UNITED cannot anddoes not warrant or represent that there will ever be a resale value orcapability of the HYPER Node.
4 — TERMINATION
NERD UNITED may suspend or terminate the User’s right toaccess the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services immediatelyand without notice if: (i) NERD UNITED determines the User’s use of the NERDUNITED Site, NERD UNITED App and/or NERD UNITED Services poses a security riskto the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services or anythird party, could adversely impact NERD UNITED, the NERD UNITED Site, NERDUNITED App and/or NERD UNITED Services, or the HYPER Blockchain or any other HYPERBlockchain users, could subject NERD UNITED, its affiliates, or any third partyto liability, or could be fraudulent or violates any law applicable to User orNERD UNITED (ii) the User is in breach of these Terms & Conditions; (iii)the User initiated a chargeback or dispute with respect to any payment orpurchase of the NERD UNITED Services; or (iv) the User has ceased to operate inthe ordinary course, made an assignment for the benefit of creditors or similardisposition assets, or become the subject of any bankruptcy, reorganization,liquidation, dissolution or similar proceeding.
4.2 Effect of Suspension
If NERD UNITED suspends the User’s right to access or useany portion or all of the NERD UNITED Site, NERD UNITED App and/or NERD UNITEDServices, the User shall remain responsible for all fees and charges the Userincurs during the period of suspension, including any Maintenance Fees andBlockchain Transaction Fees; and the User may be in violation of the User’shosting agreement or the blockchain protocols, which may prevent or limit the User’sentitlement or access to any results or rewards that may have occurred duringthe User’s suspension of the NERD UNITED Site, NERD UNITED App and/or NERDUNITED Services. User agrees to pay any fee charged by NERD UNITED to reconnectthe NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services.
4.3 Effect of Termination
If NERD UNITED terminates the User’s right to access or useany portion or all of the NERD UNITED Site, NERD UNITED App and/or NERD UNITEDServices, then all of the User’s rights under these Terms & Conditionsimmediately terminate and the User shall remain responsible for all fees owedto NERD UNITED incurred through the termination date.
5 — DECENTRALIZED GOVERNANCE
5.1 Decentralized Advisory Board
The HYPER Blockchain may have a decentralized advisoryboard.
5.2 Consensus (Validator)Nodes
The HYPER Blockchain has consensus Validator nodes, whichare the nodes that approve and validate transactions and contribute to thesecurity and stability of the network. Any User that owns a HYPER Node involvedin facilitating the consensus protocol associated with Validator nodes may berewarded for work done to support operation of the HYPER Blockchain and be ableto charge Blockchain Transaction Fees.
5.3 Community and Decentralized Innovation
The HYPER Blockchain invites any person or entitythroughout the world to contribute to the HYPER Blockchain, including coders,application developers, marketers, advertisers, and service and maintenanceproviders. Accepted amendments, updates, and innovation from individuals orgroups of the HYPER Blockchain community may be rewarded from the HYPERBlockchain rewards.
5.4 Changes to HYPER Node Network
NERD UNITED and User recognize that from time to time amendmentswill be made to the HYPER Node Network distributed governance framework (DGF).NERD UNITED and User both specifically agree that NERD UNITED may, in thefuture, present the HYPER Node Network with proposed amendments (the “ProposedAmendments”) that the Node Network will then vote on whether to implement ornot (the “Governance Vote”). The User understands that the Proposed Amendmentswill be made at the discretion of NERD UNITED, and NERD UNITED owes the User noduty or obligation to make proposals in User’s best interests. The Userspecifically understands that there may come a time when NERD UNITED proposesan amendment that is (i) not in or(ii) in direct opposition to the User’s bestinterests, financial or otherwise (including, but not limited to a change inthe distribution protocol), and the User has no legal recourse against NERD UNITEDshould any Proposed Amendment be approved and implemented through theGovernance Vote. The User’s onlyrecourse is to vote against said Proposed Amendment. NERD UNITED and the Userboth agree that one such Proposed Amendment maybe to change the specifications,including, but not limited to the internet connection, Random Access Memory,Central Processing Unit requirements, extra space, and any other requirementsneeded to run the HYPER Nodes (the “Specifications”). NERD UNITED and User further agree that whilethe Specifications may be minimal on the effective date of this Agreement, thisis subject to change through the Proposed Amendment and the Governance Vote.NERD UNITED does not and cannot represent or covenant that any rewards earned(financial or otherwise) for running a HYPER Node are not subject to change.
6 — PUBLICITY
7 — REPRESENTATIONS AND WARRANTIES
Each User represents and warrants that: (i) the User hasfull power and authority to enter into these Terms& Conditions; and (ii) theUser will comply with all laws and regulations applicable to User’s provisionor use of the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services.
8 — DISCLOSURES & RISKS
NERD notifies each User of certain disclosures and risksassociated with blockchain NFT and digital rewards and their associatedtechnology and protocols. The NERD UNITED Site, NERD UNITED App and/or NERDUNITED Services, or Hyper Digital Rewards are not an investment product, and noaction, notice, communication by any means, or omission by NERD UNITED shall beunderstood or interpreted as such. NERD UNITED has no influence whatsoever onthe HYPER Blockchain, the transactions and consensus protocols, or the NFTs ordigital rewards, including the Hyper Digital Reward. Ownership of a NERD UNITEDSite account, NERD UNITED App account and/or the use of NERD UNITED Servicesdoes not represent or constitute any ownership right or stake, share orsecurity, debtor equivalent right, or any right to receive any future revenueor form of participation in or relating to any blockchain or digital reward,including the HYPER Blockchain or Hyper Digital Reward.
8.2 Digital Rewards
Digital rewards are not considered legal tender, are notissued or backed by any government, and have fewer regulatory protections thantraditional currency. Moreover, digital rewards are not insured against theft orloss by any insurance corporation or any investor protection, including theFederal Deposit Insurance Corporation or the Securities Investor ProtectionCorporation.
8.3 Regulatory Risk
Legislative and regulatory changes or actions at the state,federal, or international level may adversely affect the use, transfer,exchange, and value of virtual NFTs, digital rewards, and blockchain rewards.The regulatory status of digital assets and blockchain technology is unclear orunsettled in many jurisdictions. It is difficult to predict how or whethergovernmental authorities will regulate such technologies. It is likewisedifficult to predict how or whether any governmental authority may make changesto existing laws, regulations and/or rules that will affect digital assets,blockchain technology and its applications. Such changes could negativelyimpact the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services invarious ways, including, for example, through a determination that any of theabove are regulated financial instruments that require registration. NERD UNITEDmay cease any distribution of any of the above, the development and provision ofthe NERD UNITED Platform or cease operations in a jurisdiction in the eventthat governmental actions make it unlawful or commercially undesirable tocontinue to do so. The industry in which NERD UNITED operates is new, and maybe subject to heightened oversight and scrutiny, including investigations orenforcement actions. There can be no assurance that governmental,quasi-governmental, regulatory or other similar types of (including banking)authorities will not examine the operations of NERD UNITED and/or pursueenforcement actions against NERD UNITED. Such governmental activities may ormay not be the result of targeting NERD UNITED in particular. All of this maysubject NERD UNITED to judgments, settlements, fines or penalties, or causeNERD UNITED to restructure its operations and activities or to cease offeringcertain products or services, all of which could harm NERD UNITED’s reputationor lead to higher operational costs, which may in turn have a material adverseeffect on the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services.
8.4 Technology Risk
Virtual NFT and digital reward transactions may beirreversible and losses due to fraudulent or accidental transactions may not berecoverable. Some virtual transactions are deemed to be made when recorded on apublic ledger, which may not necessarily be the date or time the user initiatedthe transaction. The nature of such virtual transactions may lead to anincreased risk of fraud or cyber-attacks.
9 — DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS &CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NERD UNITED, ITSAFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND,WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. NERD UNITED,ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THEDELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAINDATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USEOF NERD UNITED SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING USER’SCUSTOMER DATA AND DIGITAL REWARDS. NEITHER NERD UNITED, ITS AFFILIATES, NOR ITSSUPPLIERS, WARRANTS THAT THE OPERATION OF NERD UNITED SERVICES, HYPERBLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE ORUNINTERRUPTED. NERD UNITED, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOTRESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROMBLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY INTURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALLOR WITHOUT INCURRING SUBSTANTIAL FEES.
10 — LIMITATION OF LIABILITY
10.1 Limitation of Indirect Liability
THE AGGREGATE LIABILITY OF NERD UNITED, ITS SUPPLIERS,CONTRACT PARTNERS, AFFILIATES, AND THE LIKE (ALTOGETHER THE “NERD UNITED PARTIES”)ARISING FROM OR RELATING TO THIS AGREEMENT OR THE NERD UNITED SERVICES,REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT, WARRANTY, TORT,STRICT LIABILITY, MALPRACTICE, INDEMNITY, AND/OR OTHERWISE, AND WHETHER OR NOTARISING IN WHOLE OR IN PART FROM THE NERD UNITED PARTIES FAULT, NEGLIGENCE, OROMISSIONS, SHALL NOT EXCEED THE AMOUNT PAID BY THE USER FOR ONE MONTH ACCESS TOTHE NERD UNITED SERVICES MINUS ANY DIGITAL REWARDS GENERATED OR RECEIVED BY THEUSER AS A RESULT OF THE USE OF THE NERD UNITED SERVICES. THE NERD UNITED PARTIESSHALL NOT IN ANY CASE BE LIABLE FOR ANY LOST OPPORTUNITY COSTS, SPECIAL,INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IFTHE NERD UNITED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ORSHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. THE NERD UNITED PARTIESSHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY CLAIM, LIABILITY, OR DAMAGESRESULTING FROM OR RELATING TO USER’S USE OF THE NERD UNITED SERVICES OR ANYRELIANCE THEREON. THE NERD UNITED PARTIES ARE NOT RESPONSIBLE FOR LOST PROFITSOR REVENUE, LOSS OF USE OF THE NERD UNITED SERVICES, FAILURE OF THE NERD UNITEDSITE, NERD UNITED APP OR NERD UNITED SERVICES TO OPERATE WITHOUT INTERRUPTION,LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTEEQUIPMENT OR PROGRAM. THE OFFICERS,DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES OF THE NERD UNITEDPARTIES ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO LIABILITY RELATINGTO THIS AGREEMENT OR ITS SUBJECT MATTER. USER IS SOLELY RESPONSIBLE AND LIABLEFOR USER’S USE AND RELIANCE ON THE NERD UNITED SITE, NERD UNITED APP OR NERDUNITED SERVICES. USER ACKNOWLEDGES THAT USERHAS READ AND UNDERSTAND THIS AGREEMENT AND THIS AGREEMENT IS CONDITIONED ON USER’SREPRESENTATION THAT USER HAS ACCEPTED AND AGREED TO BE BOUND BY THIS AGREEMENTAND THESE PROVISIONS AND DISCLAIMERS. THIS LIMITATION OF LIABILITY DOES NOTAPPLY TO VIOLATIONS OF THE NERD UNITED PARTIES’ INTELLECTUAL PROPERTY RIGHTS ORTHE USER’S PAYMENT OBLIGATIONS.
11 — INDEMNIFICATION
The User agrees to indemnify and hold harmless NERD UNITED,including its affiliates, and NERD UNITED Services from and against any loss,cost, or expense incurred as a consequence of any breach of warranty orrepresentation hereunder by User. Additionally, the User will defend, holdharmless, and indemnify NERD UNITED and its affiliates against any settlementamounts approved by the User and damages and costs finally awarded against theUser and its affiliates by a court of competent jurisdiction in any formallegal proceeding filed by an unaffiliated third party before a court or governmenttribunal (including any appellate proceeding) to the extent arising from theUser’s use of the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services.
12 — Confidential Information
The User may be exposed to NERD UNITED’s (and other affiliatedor third party blockchain protocols) Confidential Information. “ConfidentialInformation” means any information, in any form or medium, whether markedconfidential or not, disclosed to the Contractor under this agreement,including, but not limited to, proprietary information, products, protocols,standards, manuals, services, business plans, customer lists, know-how, tradesecrets, intellectual property rights, technical specifications, source code,object code, screen displays, designs, flowcharts, drawings, processes,algorithms, software programs, databases, marketing plans, articles, strategicdirection, price lists, financial information or projections, notes, memoranda,extracts, summaries, reports, and/or analysis, including any and all derivativeworks of the aforementioned. Confidential Information shall not includeinformation that is: (a) in the public domain, or subsequently becomes in thepublic domain, other than by breach of this or another agreement; (b) lawfullydisclosed by a third party on a non-confidential basis to User, provided thatthe third party did not directly or indirectly receive the item from NERDUNITED; or (c) independently developed by the User without access to NERDUNITED’s Confidential Information and all such development efforts can beclearly documented by User.
User acknowledges that all Confidential Information is andshall continue to be the exclusive property of NERD UNITED. User agrees to holdall Confidential Information received from NERD UNITED in trust and confidenceand agrees that such information shall be used only for the purposes of thisAgreement. User shall not disclose, directly or indirectly, the Confidential Informationto any third parties, or otherwise use the Confidential Information in a mannerdetrimental to NERD UNITED. User shall not make copies of any documentscontaining Confidential Information or disassemble, decompile, publiclydisplay, distribute, create derivatives, or reverse engineer any materials,items, or products provided by NERD UNITED. User understands that allConfidential Information is important, unique, and materially affects NERDUNITED’s goodwill and success in conducting its business activities, and herebyagrees to indemnify and save harmless NERD UNITED for damages that may arisefrom the unauthorized disclosure of Confidential Information by the User. ThisAgreement extends to Confidential Information that may have been previously disclosedby NERD UNITED to the User prior to the execution of this Agreement.
The User may be exposed to other third parties confidentialor proprietary information. The User will safeguard and keep confidential theconfidential or proprietary information of customers, vendors, contractors, andother parties with which NERD UNITED does business to the same extent as if itwere NERD UNITED’s Confidential Information and the prohibitions andrestrictions herein apply equally to third parties confidential and proprietaryinformation received by User pursuant to this Agreement as if it were NERDUNITED’s Confidential Information.
User shall immediately inform NERD UNITED, in writing, ofany misappropriation, unauthorized use, or disclosure of Confidential Informationand will cooperate in every reasonable way to prevent further disclosure and toobtain possession of the misappropriated Confidential Information. Upon writtenrequest from NERD UNITED, user shall return to NERD UNITED (or destroy upon therequest of the NERD UNITED) all Confidential Information received by the User.
13 — MISCELLANEOUS
The User will not assign or otherwise transfer the User’srights and obligations under these Terms & Conditions, without the priorwritten consent of NERD UNITED, which may be unreasonably withheld. Anyassignment or transfer in violation of this section will be void. At any timeand without the need for User’s consent, NERD UNITED may assign any obligation,right and these Terms & Conditions. Subject to the foregoing, these Terms& Conditions will be binding upon, and inure to the benefit of the partiesand their respective permitted successors and assigns. The User may not mergethese Terms & Conditions with any other agreements with which NERD UNITEDmay be a party unless NERD UNITED provides its consent in writing orincorporates by reference these Terms & Conditions.
Any dispute, controversy, difference or claim arising outof or relating to these Terms & Conditions or relating in any way to theUser’s use of the NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services,including the existence, validity, interpretation, performance, breach ortermination thereof or any dispute regarding any contractual or non-contractualobligations arising out of or relating to these Terms & Conditions shall becommenced only in a court in the State of Utah (federal or state), and the Userand NERD UNITED each consent to the exclusive subject matter and personaljurisdiction of such Courts. Notwithstanding the foregoing NERD UNITED and theUser agree that NERD UNITED may bring suit in court to enjoin infringement orother misuse of NERD UNITED’s intellectual property rights. The prevailingparty in any court action shall be entitled to costs and reasonable attorneys’fees.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALLCLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFFOR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVEPROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOTCONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. NERDUNITED AND USER EACH ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, EACH PARTYWAIVES THE RIGHT TO A TRIAL BY JURY ANDTHE RIGHT TO PARTICIPATE IN A CLASSACTION.
User and NERD UNITED agree that any dispute arising out ofor relating to this Agreement or the Services, shall be finally settled inbinding arbitration, on an individual basis, in accordance with the AmericanArbitration Association’s rules for arbitration of consumer-related disputes(accessible at https://www.adr.org/rules). Subject to applicable jurisdictionalrequirements, consumer claimants (individuals whose transaction is intended forpersonal, family, or household use) may elect to pursue their claims in theirlocal small-claims court rather than through arbitration so long as theirmatter remains in small claims court and proceeds only on an individual(non-class or non-representative) basis.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALLCLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFFOR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVEPROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOTCONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. NERDUNITED AND USER EACH ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, EACH PARTYWAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASSACTION.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully appliesto the arbitration. The arbitration will be conducted by a single, neutralarbitrator and shall take place in the State of Utah, or another mutuallyagreeable location, in the English language. The arbitrator may award anyrelief that a court of competent jurisdiction could award, including attorneys’fees when authorized by law, and the arbitral decision maybe entered as ajudgment and enforced in any court of law. At User’s request, hearings may beconducted in person or by telephone and the arbitrator may provide forsubmitting and determining motions on briefs, without oral hearings. Theprevailing party in any action or proceeding to enforce this Agreement shall beentitled to costs and attorneys’ fees.
If the arbitrator(s) or arbitration administrator wouldimpose filing fees or other administrative costs on User, NERD UNITED willreimburse User, upon request, to the extent such fees or costs would exceedthose that User would otherwise have to pay if User were proceeding instead ina court. Nerd United will also pay additional fees or costs if required to doso by the arbitration administrator’s rules or applicable law. Apart from theforegoing, each party will be responsible for any other fees or costs, such asattorney fees that the party may incur.
If any part of this Agreement is held by any arbitrator orcourt of United States to be invalid or unenforceable in whole or in part, thevalidity or enforceability of the other sections of these terms and conditionsshall not be affected. Any headings contained in this Agreement are forinformational purposes only and are not enforceable provisions of thisAgreement.
13.2. Entire Agreement
13.3. Force Majeure
NERD UNITED and its affiliates will not be liable for anyfailure or delay in performance of obligation under these Terms &Conditions where the failures or delay results from any cause beyond reasonablecontrol, including, but not limited to, acts of God, labor disputes, or otherindustrial disturbances, electrical or power outages, utilities or othertelecommunications failures, earthquake, storms or other elements of nature,blockages, embargoes, riots, acts or orders of government, acts of terrorism,or war. Force Majeure events include, but are not limited to, upgrades to thevalidation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
13.4. Governing Law
Any claim or dispute between the User and NERD UNITEDarising out of or relating to the User’s use of the NERD UNITED Site, NERDUNITED App and/or NERD UNITED Services, or these Terms & Conditions, inwhole or in part, shall be governed by the laws of the State of Utah, USAwithout respect to its conflict of laws provisions. The 1980 United NationsConventions on Contracts for the International Sale of Goods does not governthese Terms &Conditions.
All communications and notices made or given pursuant tothese Terms & Conditions must be in the English language. If NERD UNITEDprovides a translation of the English language version of these Terms &Conditions, the English language version will control if there is any conflict.
13.6. Notices to the User and NERD UNITED
NERD UNITED may provide any notice to the User under theseTerms & Conditions by: (i) posting a notice on NERD UNITED Site and/or NERDUNITED App; or (ii) sending a message to the email address associated with theUser’s account. Notices provided on the NERD UNITED Site and/or NERD UNITED Appwill be effective upon posting and notices provided by email will be effectivewhen the email is sent. It is the User’s responsibility to keep the User’semail address current. To give NERD UNITED notice under these Terms &Conditions, the User must contact NERD UNITED at support@NERDUnited.com. NERD UNITEDmay update the address for notices by posting on the NERD UNITED Site and/orNERD UNITED App.
If any portion of these Terms & Conditions is held tobe invalid or unenforceable, the remaining portions will remain in full forceand effect.
13.8. No Third-Party Beneficiaries
This Agreement is for sole benefit of the parties heretoand nothing herein, express or implied, is intended to or shall confer upon anyother person or entity any legal or equitable right, benefit, or remedy of anynature whatsoever under or by reason of this agreement.
Nothing herein shall be construed to create a joint ventureor partnership between the parties hereto or an employer/employee or agencyrelationship. Neither party hereto shall have any express or implied right orauthority to assume or create any obligations on behalf of or in the name ofthe other party or to bind the other party to any contract, agreement, orundertaking with any third party.
14. Return Policy All sales are final and no refunds willbe issued.
15. Other Terms and Conditions
Additional terms and conditions may apply to purchases ofgoods or services and to specific portions or features of the NERD UNITED Site,NERD UNITED App and/or NERD UNITED Services, including contests, promotions orother similar features, all of which terms are made a part of this Agreement bythis reference. User agrees to abide by such other terms and conditions,including where applicable representing that you are of sufficient legal age touse or participate in such service or feature. If there is a conflict betweenthis Agreement and the terms posted for or applicable to a specific portion ofthe NERD UNITED Site, NERD UNITED App and/or NERD UNITED Services, the latterterms shall control with respect to User’s use of that portion of the NERDUNITED Site, NERD UNITED App and/or NERD UNITED Services.
16. Contacting NERD UNITED
User may submit an inquiry regarding this Agreement, resolvea complaint regarding NERD UNITED Site, NERD UNITED App and/or NERD UNITEDServices, or request to receive further information regarding use of the NERDUNITED Site, NERD UNITED App and/or NERD UNITED Services, by please contacting NERDUNITED at:
NERD United DAO, LLC
680 S Cache St,
Jackson, WY 83001