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Terms of service
Welcome to Hypermarket (“Hypermarket.xyz”, “Hypermarket”, “Company”, “we”, “our”, or “us”). These Terms of Service (“Terms” or “Terms of Service”) govern your use of the websites located at http://Hypermarket.xyz/ (the “Site”), platform, and all related tools, applications, data, software, and other services provided by us (the “Services”). All such Policies are incorporated by reference into these Terms and constitute a legally binding agreement between you and Company in relation to your use of the Service (the “Agreement”).
The Terms of Service shall be deemed to include all additional guidelines, terms, rules, conditions, policies, and procedures that are referred to herein or that may otherwise be published on the Site by Hypermarket from time to time (collectively, the “Policies”), including without limitation, the Acceptable Use Policy (“AUP”), Documentation. and Privacy Policy
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS. YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 13.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
DEFINITIONS
“Anti-Corruption Laws” means all laws, rules, regulations and requirements of any jurisdiction (including the U.S.) applicable to Customer, its subsidiaries or any User concerning or relating to bribery or corruption, including, without limitation, (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (b) the U.K. Bribery Act of 2010.
“Customer” means any individual or entity that creates an Account and uses the Site and Services for their own personal or business interests.
“Customer Data” means data in electronic form input or collected through the Site or Services by or from Customer, including without limitation by Customer’s Users.
“Documentation” means Company’s standard manual/tutorials/user instructions related to use of the Site and Services currently posted at https://www.hypermarket.xyz/
“Executive Order” means Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.
“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Policies” means all additional guidelines, terms, rules, conditions, policies, and procedures that are referred to in these Terms of Service or that may otherwise be published on the Site by Hypermarket from time to time.
“Privacy Policy” means Company’s privacy policy, currently posted at https://hypermarket.xyz/privacy-policy/
“Requirement of Law” means, as to any Person, any generally applicable law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject or target of any comprehensive Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR), Zaporizhzhia and Kherson regions of Ukraine).
“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, OFAC, the U.S. Department of State, the U.S. Department of Commerce and the U.S. Department of Defense), the United Nations Security Council, the European Union or Her Majesty’s Treasury.
“Sanctions and AML Laws” means all laws, rules, regulations and requirements of any jurisdiction (including the U.S.) applicable to the Customer, its subsidiaries or any User concerning or relating to Sanctions, terrorism or money laundering, including, without limitation, the following as amended from time to time: (a) the Currency and Foreign Transactions Reporting Act (also known as the Bank Secrecy Act); (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA PATRIOT Act); (c) the Anti-Money Laundering Act of 2020 (“AMLA”) under the William M. (Mac) Thornberry National Defense Authorization Act (NDAA); (d) the Corporate Transparency Act (CTA) under AMLA; (e) Executive Order No. 13224 of September 23, 2001, entitled “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; (f) the U.S. International Emergency Economic Powers Act; (g) the U.S. Trading with the Enemy Act; (h) the U.S. United Nations Participation Act; (i) the U.S. Syria Accountability and Lebanese Sovereignty Act; (j) the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; (k) the Iran Sanctions Act; (l) Section 1245 of the National Defense Authorization Act of 2012; and (m) any similar requirements of law enacted, administered or enforced by the U.S., the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other governmental authorities that have jurisdiction over the Customer, its subsidiaries or any User.
“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) listed in the annex to, or otherwise subject to the provisions of, the Executive Order; (c) named in any Sanctions-related list maintained by U.S. Governmental Authorities, including OFAC’s “Specially Designated National and Blocked Person” list; (d) located, organized or resident in a Sanctioned Jurisdiction that is, or whose government is, the subject or target of Sanctions; (e) which otherwise is, by public designation of the United Nations Security Council, the European Union or Her Majesty’s Treasury the subject or target of any Sanction; (f) with which Company or any User is prohibited from dealing or otherwise engaging in any transaction by any Sanctions; or (g) directly or indirectly owned or controlled, individually or in the aggregate, by any such Person(s) described in the foregoing clauses (a)-(f).
“Usable Digital Asset” means a digital or virtual asset that can be easily and efficiently utilized within a specific blockchain ecosystem or digital platform. They are designed to serve a functional or practical purpose for companies seeking to build brand recognition and community engagement.
“User” means any individual who uses the Site and Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and its implementing regulations.
2. ACCOUNTS
2.1. Eligibility. To access or use our Services, you must be at least eighteen (18) years of age.
2.2. Account Creation. In order to use certain features of the Site and the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You may elect to register or not, at your discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with this Agreement.
Your submission of Customer Data through the Site or Services is governed by the Company’s Privacy Policy.
2.3. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.4. Customer Responsible for User Access. Customer is responsible and liable for: (a) Users’ use of the Site or Services, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the Site or Services through Customer’s account, whether authorized or unauthorized.
2.5. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Site or Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify Company immediately of any known or suspected unauthorized use of the Site of Services or breach of its security and shall use best efforts to stop said breach.
3. ACCESS TO SITE AND SERVICES
3.1. International Use. The Site and Services are intended for visitors located within the United States, although international users are welcome where permitted under applicable law. However, the Company makes no representation that the Services are appropriate, legal or available for use outside of the United States. Access to the Site and Services from countries or territories or by individuals where using the Services is illegal is prohibited.
3.2. Limited License. Subject to your complete and ongoing compliance with these Terms, Hypermarket grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site and Services solely for your own personal or internal business use.
3.3. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: Customer shall comply with the AUP generally. In addition, (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not use the Site or Services to store or transmit computer viruses, works, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents or programs; (f) you shall not use the Site or Services to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the privacy or intellectual property rights of any third party; and (g) you shall not interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site or Services (or on any content displayed on the Site) must be retained on all copies thereof.+
3.4. Compliance with Laws. In using the Site or Services, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data. This specifically includes, without limitation, providing appropriate notices to your Users, obtaining any necessary consents, providing any required opt-out opportunities and fulfilling your responsibilities when transferring personal data.
3.5. Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site, Services, or any Service License Agreement (“SLA”) then in place (in whole or in part) with or without notice to you.
4. SERVICES
4.1. Acknowledgement. You acknowledge and agree that the Services, each and collectively, are not a marketplace, and any contract of sale made after the Services have been completed are directly between you and the customer. You, the Customer, are the seller of record for all Usable Digital Assets created using your Account.
4.2. Subscriptions and Fees. You will pay the fees applicable to your subscription tier (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the sale of Usable Digital Assets (“Transaction Fees”), and any fees relating to your purchase of Plugins, APIs, etc. (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”. The Services may require you to create an account, and enter a valid means of payment via a Web3 wallet (“Wallet”).
4.3. Price. The Company reserves the right to determine pricing for the Services. The Company will make reasonable efforts to keep pricing information published on the Site up to date. We encourage you to check the Site periodically for current pricing information.
4.4. Availability of Site/Services. Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
5. PAYMENT
5.1. Payment Terms. Subscription Fees are paid in advance and will be billed in thirty (30) day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at the Company’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Customer via the primary email address provided. [LATE FEE PENALTY]
5.2. Taxes. Amounts due under this Agreement are payable to Company without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, Customer shall separately pay Company the withheld or deducted amount.
5.3. Third-Party Payment Processors. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT billing@hypermarket.xyz.
6. INTELLECTUAL PROPERTY
6.1. Ownership. You acknowledge that all right, title and interest in, and intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, Site, and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site or use of the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
6.2. Feedback. If you provide Company with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
7. CUSTOMER DATA, PRIVACY, CONFIDENTIALITY
7.1. Use of Customer Data. Unless it receives Customer’s prior written consent, Company: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the Services; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Company’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Company may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Unless otherwise prohibited by applicable law or governmental authority, Company shall give Customer prompt notice of any such legal or governmental.
7.2. Privacy Policy Not Applicable to Third Parties. Our Privacy Policy applies only to the Services and does not apply to any third party website or service linked or accessed through the Services.
7.3. Specific Risks Relating to Data.
7.3.1. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, Customer assumes such risks. Company offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
7.3.2. Company has no responsibility or liability for the accuracy of data uploaded to the Services by Customer or Customer’s Users.
7.3.3. Company may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for thirty (30) days or more.
7.4. Company’s Use of Customer Data. Notwithstanding the provisions above of this Section 6, Company may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.)
7.5. Confidential Information. “Confidential Information” refers to the following items Company discloses to Customer: (a) any document Company marks “Confidential”; (b) any information Company orally designates as “Confidential” at the time of disclosure; (c) the Documentation whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Company. Customer is on notice that the Confidential Information may include Company’s valuable trade secrets.
7.5.1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than Customer’s use of the Site or Services (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 6; and (b) shall not disclose Confidential Information to any other third party without Company’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Company of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Company prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure, at Company’s expense.
7.5.2. Injunction. Customer agrees that breach of this Article 6 would cause Company irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Company will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
7.5.3. Termination. With respect to each item of Confidential Information, the obligations of Section 7.5.1 above (Nondisclosure) will terminate two years after the date of disclosure; provided that such obligations related to Confidential Information constituting Company’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law.
7.5.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Company will retain all right, title, and interest in and to all Confidential Information.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1. By Company. Company represents and warrants that it is the owner of the Site and Services and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Section 8.1, Company, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the Site and Services, and (b) replace or modify the Site or Services to make it non-infringing. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Company’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the Site and Services.
8.2. By Customer. As of the date hereof and on each date Customer maintains, accesses or uses the Account, the Site or any of the Services, Customer hereby represents, warrants, covenants and agrees that:
8.2.1. it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement;
8.2.2. it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Site and Services;
8.2.3. it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law;
8.2.4. it owns or controls all rights in and to any content including, without limitation, all data it inputs into the Site or Services;
8.2.5. neither the Customer nor any of its directors, officers, employees, affiliates or Users is a person that is a Sanctions Target;
8.2.6. the Customer, its directors, officers, employees, affiliates and Users are in compliance with all Requirements of Law, including without limitation, the Anti-Corruption, Sanctions and AML Laws;
8.2.7. neither the Customer nor any of its directors, officers, employees, affiliates or Users is under a formal administrative, civil or criminal investigation or have received notice from or made a voluntary disclosure to any Governmental Authorities regarding a violation of any Anti-Corruption, Sanctions and AML Laws;
8.2.8. the Customer, its directors, officers, employees, affiliates and Users will not (a) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctions Target that would violate Anti-Corruption, Sanctions and AML Laws; (b) deal in, or otherwise engage in, any transaction related to, any property or interests in property blocked pursuant to any Anti-Corruption, Sanctions and AML Laws; (c) engage in, or conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Anti-Corruption, Sanctions and AML Laws; or (d) authorize or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage or that would otherwise constitute a violation of Anti-Corruption Laws; and
8.2.9. All permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities required for the Customer, its directors, officers, employees, affiliates and Users to conduct business have been obtained and are valid and in full force and effect.
9. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES; NO WARRANTY BY HYPERMARKET
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER, OR LOSS OF DATA RESULTING THEREFROM.
YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE COMPANY PARTIES MAKE NO WARRANTY THAT (A) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR THAT AN ASSETS OR MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS.
9.1. No Responsibility for Usable Digital Assets; No Guarantee of Uniqueness or IP. Hypermarket bears no responsibility for Usable Digital Assets created by Customers via the Site and Services. Hypermarket cannot investigate and will not guarantee or warrant the authenticity, originality, uniqueness, marketability, legality, or value of any Usable Digital Assets that Customers create on the Site.
9.2. Disclaimers Related to Blockchain Technology. To the maximum extent permitted by applicable law, and notwithstanding anything otherwise expressly provided herein, Hypermarket disclaims any and all liability related to the following:
9.2.1. Use of Blockchain Technology. Hypermarket may utilize experimental cryptographic and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in providing the Services. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. To the maximum extent permitted by applicable law, Hypermarket disclaims any and all liability related to the foregoing.
9.2.2. Certain Risks of Blockchain Technology. The technology utilized in delivering the Services depends on public peer-to-peer networks such as Polygon that are not under the control or influence of Hypermarket and are subject to many risks and uncertainties. Hypermarket may have limited or no ability to change these technologies, other than ceasing to support certain smart contracts and adding support for new smart contracts. You are solely responsible for the safekeeping of the private key associated with the Polygon address used to participate in the Services. Hypermarket will not be able to restore or issue any refunds due to lost private keys. If you are not able to use the Services due to loss or theft of a private key or otherwise, Hypermarket does not guarantee and is not responsible for your ability to exercise their rights with respect to such Usable Digital Assets or any other applicable digital assets.
9.2.3. Certain Risks of Smart Contract Technology. Non-fungible tokens, fungible tokens, utility tokens, and cryptocurrencies relevant to the Services depend on smart contracts deployed to Polygon, and some may be coded or deployed by persons other than Hypermarket. Once deployed to Polygon, the code of smart contracts may not be modifiable. In the event that applicable smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Polygon, you may be exposed to a risk of total loss and forfeiture of all Usable Digital Assets and other relevant digital assets.
9.2.4. Asset Prices. The fiat-denominated prices and value in public markets of assets such as Matic, Usable Digital Assets, and cryptocurrencies have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of Matic, Usable Digital Assets, and cryptocurrencies may decline below the price for which you acquire such asset through the Services or on any other platform. You acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or to the Usable Digital Assets, or other digital assets associated with the Services.
9.2.5. Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Services and Usable Digital Assets could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.
9.2.6. Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Polygon, the Services, Usable Digital Assets, cryptocurrencies, including the theft, loss or inaccessibility thereof.
9.2.7. Essential Third-Party Software Dependencies. Smart Contracts deployed to Polygon are public software utilities which are accessible directly through a Wallet. Because the Service does not provide Wallet software, such software constitutes an essential third-party or Customer dependency without which the Services cannot be utilized and Usable Digital Assets cannot be used.
9.2.8. Viruses, Hacking, Phishing, Etc. The Services, Hypermarket, or your Usable Digital Assets may be the target of third-party attacks, including but not limited to phishing, brute-forcing, inactive listing exploits or the use of viruses (“Third-Party Attacks”). Hypermarket will not be responsible or liable, directly or indirectly, for any actual or alleged loss or damage sustained by You in connection with Third-Party Attacks.
10. INDEMNIFICATION
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site and Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your content published through the Site and Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
10.1. Customer Liability. Customer will be responsible for any breach of the Terms of Service by your Users, affiliates, agents or subcontractors and will be liable as if it were your own breach.
10.2. As Is. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
10.3. Tax Obligations. Hypermarket is not responsible for any of your tax obligations or liabilities related to the use of the Services.
11. TERMINATION
We may suspend or terminate your rights to use the Site and Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Services will terminate immediately. Unless expressly discussed herein, Company will not have any liability whatsoever to Customer for any termination of your rights under these Terms, including for termination of your Account.
12. GOVERNING LAW, VENUE & JURISDICTION
This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Deleware without regard to conflicts-of-law principles. Subject to Section 13 below, any action or proceeding by either party to enforce this Agreement shall be brought in any state or federal court located in the State of Delaware, US. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
13. DISPUTE RESOLUTION
Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
13.1. Generally. In the interest of resolving disputes between you and Hypermarket in the most expedient and cost effective manner, you and Hypermarket agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
13.2. Arbitration Rules and Forum. This Agreement shall be governed by the laws of the State of Delaware. Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the effective date of this Agreement. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a Delaware state court located in US. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.
13.3. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Hypermarket address for the Notice of Arbitration is: 622 Bridgestone Drive, Rochester Hills, Michigan 48309. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Hypermarket may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.
13.4. Unenforceability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
13.5. Exceptions. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
14. GENERAL
14.1. Changes. These Terms are subject to occasional revision, and if we make any changes, we will change the Last Updated date above. Continued use of our Site following such notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
14.2. Export. You agree that you will not export or re-export, directly or indirectly, the Site and Services, and/or other information or materials provided by Hypermarket hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Site and Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
14.3. Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
14.4. Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard-copy writing. The foregoing does not affect your non-waivable rights.
14.5. Entire Terms. These Terms and the AUP constitute the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
14.6. Contact. We welcome your comments or questions about these Terms. Please contact us at: support@hypermarket.xyz.