Welcome to Calaxy! This website is operated by Calaxy, Inc. (“Calaxy” or “we”, “us” or “our”). By visiting our website and/or submitting anything to us through our website or other platforms operated by us or on our behalf (collectively, with all content and services available thereon, our “Platform”) you agree to read, comply with and be legally bound by: (1) these Terms of Use (“Terms”); (2) our policies (available online at calaxy.com/copyright); and (3) any additional terms and conditions for using all or a portion of our Platform made available to you or published by us from time-to-time (collectively, the “Calaxy Policies”). These Terms, our Privacy Policy and the Calaxy Policies are collectively referred to in these Terms as the “Agreements”. If you do not read and agree to the Agreements that are applicable to you and your use of the Platform, you may not use the Platform.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CALAXY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
The Platform enables users supporting creators (“Fans”) to, via the functionality of the Platform, interact and engage with creators (“Creators”), including by messaging and communicating with Creators, purchasing customized experiences from Creators (“Experiences”), and otherwise transacting with the Creators via the functionality of the Platform.
By using the Platform and/or acknowledging that you have read and agree to the Agreements, you are agreeing to comply with such Agreements. If you fail to comply with any of the Agreements, we may terminate your ability to use the Platform. Without limiting the foregoing, the Platform is intended for people 16 years of age or older. By accessing the Platform, you represent to us that: (1) you are 16 years of age or older (e.g., the minimum age for personal data processing in your jurisdiction); (2) you are legally able to enter into contracts; and (3) you are not otherwise a person barred from receiving or using the Platform under federal, state, local or other laws.
We may update or modify these Terms or any of the Agreements from time-to-time without providing notice to you by posting a revised version of these Terms (or any of the Agreements) on our Platform. You can review the most current version of these Terms at any time by clicking on the “Terms and Conditions” link on our website. By using the Platform after any modification of these Terms or any Agreements, you agree to be bound by such modification(s).
For certain features of the Platform, you will need an account (“Account”). You may create an Account via the functionality of the Platform. During the Account creation process, or at other times in connection with your use of the Platform, you may be prompted to link your Account with a Calaxy Wallet (as defined below), which will support transactions on the Platform. Such terms applicable to the Calaxy Wallet are set forth below in Section 3(b).
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we reserve the right to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. You are responsible for the security of your account and Calaxy Wallet.
In order to protect the integrity of the Platform, we reserve the right, at any time, in our sole discretion, to block access to the Platform from certain IP addresses and unique device identifiers. For the purposes of the Terms, “Restricted Territory” means of Cuba, Iran, North Korea, Russia, Syria, the following regions of Ukraine: Crimea, Donetsk and Luhansk, or any other country to which the United States embargoes goods or imposes similar sanctions.
For certain aspects of the Platform, you’ll need to create a non-custodial, unhosted digital asset wallet associated with your Calaxy account (“Calaxy Wallet”), which may be used to hold supported digital assets such as USDC or HBAR (“Digital Assets”) for use on the Platform. You may store, track, transfer, and manage your balances of Digital Assets in your Calaxy Wallet via the Platform. With the Calaxy Wallet, the private keys (which represent the password to access the Digital Assets) are stored directly on your device. You control the cryptocurrencies held in your Calaxy Wallet, and when holding your Digital Assets in your Calaxy Wallet, Calaxy does not maintain control over your Calaxy Wallet, Digital Assets or private keys.
When you create a new Calaxy Wallet, you will receive a 12-word recovery phrase, known as a “seed phrase” or “secret phrase”, that you and only you have access to. This means that if you lose your recovery phrase, you will lose access to your Calaxy Wallet and any Digital Assets therein. Please keep in mind that Calaxy will never have access to this recovery phrase, so we cannot move funds on your behalf, nor can we help you access Digital Assets in your Calaxy Wallet should you lose your recovery phrase. We encourage you to back up your recovery phrase using this feature, as well as writing it down and storing it in a secure location. You further acknowledge and agree that Calaxy will not be liable for any loss or damage arising from your failure to comply with this section.
At any time, subject to having internet access and any congestion on the blockchain, you may withdraw your Digital Assets by sending it to a different blockchain address. When you or a third party sends Digital Assets to your Calaxy Wallet address, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miner’s fees in order for the transaction to be successful. Insufficient network fees may cause a transfer to remain in a pending state and may result in delays or loss incurred as a result of an error in the initiation of the transaction. Calaxy has no obligation to assist in the remediation of such transactions. When you send Digital Assets from your Calaxy Wallet to another digital asset wallet, such transfers are executed on chain by you and not under the control of the Calaxy. Transfers of Digital Assets cannot be reversed once they have been broadcast to the relevant cryptocurrency network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Calaxy does not control the network and makes no guarantees that a transfer will be confirmed by the network. You should verify all transaction information prior to submitting them.
As owner of the Digital Assets in your Calaxy Wallet, you shall bear all risk of loss of such Digital Assets. Calaxy shall have no liability for Digital Asset fluctuations or loss associated with your use of a Calaxy Wallet. Calaxy incurs no obligation whatsoever with regard to digital assets that are not supported by Calaxy that are sent to a Calaxy Wallet or with regard to Digital Assets sent to an incompatible digital asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted Digital Assets will be lost.
Creators wishing to provide Experiences to Fans may, via their profile, publish an Experience offering with relevant information describing such Experience and basic corresponding details (such as type of activity, duration, and any requirements or prerequisites) (an “Experience Listing”). Fans may, via the Platform and the Creator’s profile, request that the Creator provide the Experience to the Fan (an “Experience Request”), and provide additional details regarding the Experience (including any applicable deadlines, timeframes, location of performance, specifications and other terms, restrictions and requirements (collectively, “Experience Details”). To the extent such feature has been enabled by the Creator, Fans may also submit an Experience Request for a custom Experience from a particular Creator via the functionality of the Platform, along with any applicable Experience Details for such custom Experience. By submitting an Experience Request and any Experience Details, you represent and warrant that (1) the Experience described in your Experience Request (including any Experience Details) complies with our Acceptable Use policy (set forth in Section 8 below), (2) any information, including Experience Details, provided as part of your request is correct, up-to-date, and not misleading, disparaging, defamatory, or otherwise objectionable, (3) you have all rights necessary to request an Experience on behalf of the yourself, and (4) you will comply with all applicable laws, rules, and regulations in connection with your request and corresponding receipt of the Experience.
Upon receipt of the completed Experience Request and any Experience Details, we will endeavor to connect the Fan with the applicable Creator for the fulfillment of the Experience, provided that we reserve the right to reject any request in our sole discretion, including if the Experience Request violates our Acceptable Use Policy or these Terms. The Creator has a period of up to [seven days (or longer, as may be indicated by the Creator or otherwise set forth at our discretion)] to fulfill or decline your request. If such an Experience Request is not fulfilled within the described timeframe, or if there is another issue with the fulfillment of an Experience (as may be set forth in our other Agreements or otherwise), Calaxy may in its sole discretion either issue a refund or otherwise credit your Calaxy Account (and corresponding Calaxy Wallet) for the affected Experience. Refunds or credits associated with such unfulfilled Experience are described in Section 7 (Payments). As a Fan, you acknowledge and agree that the Creator has sole discretion to determine how to fulfill your Experience Request, and may not follow your request exactly or accommodate all Experience Details provided in your Experience Request. You are solely responsible for your engagement of the Creator to provide the Experience and assume all risk in connection with the Experience.
YOU ACKNOWLEDGE AND AGREE THAT CALAXY MERELY PROVIDES THE PLATFORM, AND CALAXY DOES NOT OWN, CREATE, PROVIDE, CONTROL, MANAGE, OFFER, DELIVER, OR SUPPLY ANY EXPERIENCES, EXPERIENCE LISTINGS, OR EXPERIENCE DETAILS. CALAXY DOES NOT GUARANTEE THAT EVERY EXPERIENCE REQUEST WILL BE FULFILLED, OR THAT THE EXPERIENCE WILL ACCOMMODATE OR CONFORM TO ANY EXPERIENCE DETAILS PROVIDED BY THE FAN.
YOU FURTHER ACKNOWLEDGE THAT MANY ACTIVITIES CARRY INHERENT RISKS AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND ANY CREATOR CONTENT, INCLUDING YOUR REQUEST, BOOKING, AND PARTICIPATION IN ANY EXPERIENCE OR ANY OTHER INTERACTION YOU HAVE WITH OTHER MEMBERS WHETHER IN PERSON OR ONLINE. THIS MEANS IT IS YOUR RESPONSIBILITY TO INVESTIGATE AN EXPERIENCE OR A FAN TO DETERMINE WHETHER IT IS SUITABLE FOR YOU. FOR EXAMPLE, EXPERIENCES MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY, OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY CHOOSING TO PARTICIPATE IN THOSE EXPERIENCES.
Calaxy merely provides the Platform, and accordingly Calaxy is not a party to and has no obligation to mediate or resolve any disputes that arise between end users. That said, if you have any dispute or disagreement with another user, including with a Fan or Creator, you may notify us at info@calaxy.com within 48 hours of the beginning of the dispute and we may (at our sole discretion) address such reported dispute or disagreement as we deem appropriate. You understand and acknowledge that failure to contact us within this timeframe may limit our ability to address the dispute or disagreement.
Your Experiences and corresponding Transactions (as defined below) may be recorded and documented on the blockchain via non-fungible tokens or other Digital Assets unique to your Experience and/or Transaction. Such Digital Assets will automatically be added to your Calaxy Wallet upon consummation of the Transaction in question, and may be subject to additional terms and conditions, which you will be deemed to accept upon your receipt of such Digital Assets.
Access to the Platform requires access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet and any telephone, wireless or other connection and service fees associated with such access. Using the Platform may allow you to receive Content on your mobile phone or wireless device. The manner in which that Content is delivered to your phone or device may cause you to incur extra data, text messaging or other charges from your wireless carrier, which are your sole responsibility.
If you would like to register as a Creator, follow the instructions at help.calaxy.com in order to submit an application to become a Creator. Calaxy will review and approve or reject your application to become a Creator in its sole discretion. If you are approved to be a Creator, you may be required to agree to additional terms and conditions, which will be presented to you by Calaxy when enrolling as a Creator.
You are solely responsible for the Experiences and Experience Listings you create and/or offer to Fans on the Platform, including without limitation the listing, creation, advertising, and fulfillment of the foregoing. When you accept an Experience Request (whether such Experience Request is pursuant to an Experience Listing or a custom Experience), you are entering into a contract directly with the Fan, and are responsible for delivering the Experience under the terms and at the price specified in your Experience Listing (or as otherwise may be agreed with the Fan). You are also agreeing to pay applicable fees like Calaxy’s service fee (and applicable taxes) for each Experience, and Calaxy will deduct such amounts from the amounts remitted to your Calaxy Wallet (unless otherwise agreed). Any terms, policies or conditions that you include in any supplemental contract with Fans must be consistent with these Terms, the Calaxy Policies, and the information provided in your Experience Listing.
Without limiting the foregoing, your Experience Listing must include complete and accurate information about your Experience, your price, and any other details, specifications, rules, or requirements that apply to your Experience Listing, and you will remain solely responsible for establishing and communicating such details. You are solely responsible for keeping your Experience Listing information (including availability and timing for such Experience) and content (like photos and descriptions) up-to-date and accurate at all times.
You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Experiences or Experience Listings, including without limitation any permits, licenses, or other consents or requirements that may apply to your Experience or Experience Listings. Without limiting the foregoing, you are solely responsible for handling and using personal data of Fans and others in compliance with applicable privacy laws and this Agreement (including the Calaxy Privacy Policy). If you have questions about how local laws apply, you should always seek legal advice.
YOU ACKNOWLEDGE THAT PROVIDING EXPERIENCES TO FANS CARRIES INHERENT RISKS AND AGREE THAT YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, OFFERING EXPERIENCES, OR ANY INTERACTION YOU HAVE WITH OTHER USERS OF THE PLATFORM, WHETHER IN PERSON OR VIRTUALLY. YOU AGREE THAT YOU HAVE HAD THE OPPORTUNITY TO INVESTIGATE THE PLATFORM AND ANY LAWS, RULES, REGULATIONS, OR OBLIGATIONS THAT MAY BE APPLICABLE TO YOUR EXPERIENCE OR EXPERIENCE LISTINGS AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT MADE BY CALAXY.
As a Creator, you may create Content in connection with your provision of Experiences to Fans. Such Content will be deemed licensed to Calaxy in accordance with Section 5(d) of these Terms, and you agree that any Content created for Fans purchasing Experiences will be licensed to those Fans as set forth in Section 5(c) of these Terms, and you hereby grant such Fans a non-exclusive, royalty-free, fully paid, worldwide, revocable license to use, reproduce, distribute, and publicly display the Creator Content, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for your own personal, non-commercial, and non-promotional purposes (unless you agree otherwise with a particular Fan for a particular item of Creator Content).
In addition to this license, you authorize Calaxy to act as your agent to submit any demand with respect to the use of your Creator Content in connection with the Platform, including requests to third parties to takedown or remove infringing materials under the Digital Millennium Copyright Act or similar laws. You will promptly notify Calaxy if you learn that any of your Creator Content is being used in violation of the Agreements, and Calaxy will reasonably cooperate with your efforts to address the violation.
As a Creator, your relationship with Calaxy is that of an independent contractor or entity and not an employee, agent, joint venturer, or partner of Calaxy. Calaxy does not direct or control your Experiences, and you agree that you have complete discretion whether and when to provide Experiences, and at what price and on what terms to offer them.
All right, title and interest in and to the Platform, including, but not limited to, all of the software and code that comprise and operate the Platform (collectively, the “Software”), and all of the text, photographs, illustrations, images, graphics, audio, video, URLs, advertising copy and other materials provided through the Platform (collectively, the “Content”) are owned by us or third parties who have licensed their content to us. The Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Content of the Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of the Content of the Platform.
Subject to your acceptance of, and compliance with, the Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform in a manner that is consistent with the Agreements and the Platform’s intended purpose(s). You obtain no rights to the Platform except to use it in accordance with the Agreements.
In addition to and without limiting any terms in this Section 5, to the extent that you purchase an Experience that involves the delivery of content created by a Creator (“Creator Content”), then subject to your payment in full, the applicable Creator responsible for creating such Creator Content hereby grants to you the following limited rights to use the Creator Content a non-exclusive, royalty-free, fully paid, worldwide, revocable license to use, reproduce, distribute, and publicly display the Creator Content, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for your own personal, non-commercial, and non-promotional purposes (unless otherwise mutually agreed by the Creator and you). You acknowledge and agree that the Creator responsible for creating the Creator Content retains ownership to the Creator Content.
Our Platform may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Platform is referred to as “User Content”. Calaxy does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. By making any User Content available through the Platform you hereby grant to Calaxy a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Platform. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by Calaxy on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Calaxy respects copyright law and expects its users to do the same. It is Calaxy’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Calaxy's Copyright and IP Policy for further information.
The Calaxy names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing within the Platform, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Calaxy (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress (collectively, “Marks”) mentioned, displayed, cited or otherwise indicated within the Platform are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use the Marks of any third party that appear within the Platform without the prior written permission of the applicable third party.
By using the Platform, you are consenting to the collection, use, disclosure, transfer and sharing of your location, nonpublic personal and non-personal information by Calaxy, including, but not limited to, sharing such information with companies other than Calaxy as described in our Privacy Policy. Our Privacy Policy may be updated from time to time, so please review it regularly. If you do not accept the terms of our Privacy Policy, please discontinue use of the applicable portions of the Platform.
By submitting ideas, suggestions, documents, proposals, products and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
The fee for an Experience or other offering is specified on the Platform and will be visible to you when you submit your Experience Request. You may pay for an Experience using US Dollars set forth in this Section 7, or you may use your Calaxy Wallet to pay for the Experience using a Digital Asset (such as USDC or HBAR).
You agree to pay all amounts due in accordance with the payment terms in effect when you submit your Experience Request, including any applicable service, transaction, or processing fees. When you make a payment via the functionality of the Services (each, a “Transaction”), you expressly authorize us (or our third-party payment processor, such as Circle) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
If you purchase a Subscription, you will be charged the periodic Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each period thereafter, at the then-current Subscription Fee, in Digital Asset. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE CALAXY TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. Calaxy will send you a reminder with the then-current Subscription Fee in accordance with applicable law. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Calaxy. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. To cancel your Subscription, you can submit a cancellation request via the functionality of the services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges. EXCEPT AS SET FORTH BELOW, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.
While Calaxy does not guarantee any Experience Request or Experience Details, Calaxy will programmatically refund Experiences in certain instances as described on the Calaxy Policies, including for Experiences that have not met the baseline required criteria for the Experience as detailed in the Experience description page. Calaxy may also provide refunds on a case-by-case basis at its sole discretion. To the extent any such refunds are made, refunded amounts will automatically be remitted to your Account in the same form of payment method used.
EXCEPT AS SET FORTH ABOVE, ALL PURCHASES ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR TRANSACTION AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction.
You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activities. You shall notify us immediately upon becoming aware of the commission by any person of the Prohibited Activities and shall provide us with reasonable assistance with any investigations we may conduct in light of the information provided by you in this respect.
We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without any liability to you or any third party:
Calaxy is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. If we have a reasonable belief that you have violated this Acceptable Use Policy or any other provision of these Terms or other Policies, we reserve the right to disable your Account. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform or any Content as permitted by, and in accordance with, the applicable Agreements. Without limiting the foregoing, by using the Platform, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. If you access or use the Platform outside the United States, you are solely responsible for ensuring that your access and use of the Platform in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation, to, in our sole discretion, monitor where our Platform is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Platform, in whole or in part, from any geographic location.
You may cancel your account at any time via the functionality of the Platform.
In addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, without notice and in our sole discretion, to terminate these Terms, any other applicable Agreement and your ability to access and use the Platform, for any reason. You agree that we will not be liable to you or any third party for any such termination.
If we suspect that you are engaging in any fraudulent, abusive or illegal activity, we may refer such matter to appropriate law enforcement authorities.
The following Sections of these Terms, along with any other provisions that by the sense and context are intended to survive termination, shall survive the termination of these Terms for any reason: 3, 5.2, 6 (only for payments due and owing to Calaxy prior to the termination of these Terms), 8(c), 9(c), and 11 - 15.
Our Platform may include links to other websites (e.g., sponsors’ and/or advertisers’ websites) or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external sites or resources and that we do not endorse and are not responsible or liable for any such linked sites or other information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Your access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
YOU AGREE THAT YOU WILL ONLY USE THE PLATFORM IN ACCORDANCE WITH THE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE INCUR ARISING FROM (1) YOUR ACCESS TO AND USE OF THE PLATFORM, (2) YOUR USER CONTENT, (3) ANY EXPERIENCES, EXPERIENCE REQUESTS, OR EXPERIENCE LISTINGS, (4) YOUR USE OF ANY CREATOR CONTENT OBTAINED FROM EXPERIENCES, AND (5) ANY BREACH BY YOU OF THE AGREEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR DIRECTORS, OFFICER, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CREATORS, AND OTHER PARTNERS (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE OR ARISING OUT OF YOUR USE OF THE PLATFORM, YOUR CONNECTION TO THE PLATFORM, YOUR VIOLATION OF ANY OF THE AGREEMENTS OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.
The Released Parties reserve the right to seek all remedies available at law and in equity for violations of the applicable Agreements, including the right to block access from a particular Internet address to the Platform or report misuses to law enforcement.
WE PROVIDE THE PLATFORM AND CALAXY WALLETS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE PLATFORM AND CALAXY WALLETS (INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF THE PLATFORM), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT THE PLATFORM OR CALAY WALLETS WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.
WITHOUT LIMITING THE FOREGOING, YOUR ACCESS TO THE PLATFORM, USE OF A CALAXY WALLET, INTERACTION WITH ANY FAN, CREATOR, OR OTHER USER, REQUEST AND RECEIPT OF ANY EXPERIENCE, AND USE OF ANY INFORMATION WE MAY PROVIDE IN CONNECTION WITH YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE COMPUTER PROGRAMS RELATING TO THE PLATFORM OR CALAXY WALLETS, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO USE THE PLATFORM OR CALAXY WALLETS BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.
CALAXY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE PLATFORM OR CALAXY WALLETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, MISTYPED WALLET ADDRESSES, OR FORGOTTEN, STOLEN, CALAXY WALLET BACKUP KEYPHRASES (AND/OR COMPROMISED CALAXY WALLETS); (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO CALAXY PROTOCOL; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE CALAXY PLATFORM.
By accessing and using the Calaxy Platform you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems (such as Hedera Hashgraph) and that you have a working knowledge of the usage and intricacies of digital assets such as fungible & nonfungible tokens, and self-custody of assets. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Hedera Hashgraph are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Calaxy Platform. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Calaxy Platform. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and interacting with the Calaxy Platform.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM THE PLATFORM OR ANY EXPERIENCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
ALL INFORMATION PROVIDED BY THE CALAXY PLATFORM, ANY CREATOR CONTENT, AND ANY CORRESPONDING EXPERIENCE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED CALAXY SPOKESPERSONS, INCLUDING WITHOUT LIMITATION ANY SUCH STATEMENTS, ADVICE AND OPINIONS MADE BY CREATORS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF CALAXY.
YOU AGREE THAT SHOULD YOU USE OR RELY ON ANY CREATOR CONTENT, EXPERIENCE, OR OTHER SERVICE, AVAILABLE OR UNAVAILABLE FROM OR THROUGH ANY CREATOR OR THIRD PARTY, CALAXY IS NOT RESPONSIBLE OR LIABLE, INDIRECTLY OR DIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH SUCH USE OR RELIANCE. YOUR DEALINGS WITH, OR PARTICIPATION IN EXPERIENCES OF ANY CREATOR (WHICH INCLUDES, BUT IS NOT LIMITED TO, HEALTH CARE, WELLNESS, FINANCIAL, LEGAL, AND OTHER SUCH CREATORS), AND ANY OTHER TERMS, CONDITIONS, REPRESENTATIONS OR WARRANTIES ASSOCIATED WITH SUCH DEALINGS, ARE BETWEEN YOU AND SUCH CREATOR EXCLUSIVELY AND DO NOT INVOLVE CALAXY.
WITHOUT LIMITING THE FOREGOING, YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED IN THE CALAXY PLATFORM, RECEIVED FROM ANY CREATOR, OR ANY EXPERIENCE. BEFORE YOU MAKE ANY FINANCIAL, LEGAL, OR OTHER DECISIONS INVOLVING THE CALAXY PLATFORM, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM AN INDIVIDUAL WHO IS LICENSED AND QUALIFIED IN THE AREA FOR WHICH SUCH ADVICE WOULD BE APPROPRIATE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THE APPLICABLE AGREEMENTS, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO THE USE OF THE PLATFORM (INCLUDING WITHOUT LIMITATION YOUR RECEIPT OF ANY EXPERIENCES) SHALL BE THE GREATER OF (1) THE AMOUNT YOU HAVE PAID FOR (OR RECEIVED VIA) THE AFFECTED EXPERIENCE OFFERED IN CONNECTION WITH PLATFORM IN THE PAST 12 MONTHS; OR (2) $100, IN THE EVENT YOU HAVE NOT PAID OR RECEIVED ANY AMOUNTS IN CONNECTION WITH THE EVENT GIVING RISE TO LIABILITY.
IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE PLATFORM.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Calaxy agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Calaxy are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
As limited exceptions to Section 14(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
YOU AND CALAXY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
With the exception of any of the provisions in Section 14(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Calaxy are not required to arbitrate will be the state and federal courts located in the Los Angeles County, and you and Calaxy each waive any objection to jurisdiction and venue in such courts.
These Terms, together with the other Agreements, constitute the entire and exclusive understanding and agreement between Calaxy and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Calaxy and you regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Calaxy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Calaxy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Our failure to enforce any provision of the Agreements shall not be deemed a waiver of such provision nor of the right to enforce such provisions.
A printed version of the Agreements and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
We reserve the right to transfer, assign, sublicense or pledge any or all of the Agreements, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense or otherwise transfer in any manner whatsoever any of your rights or obligations under the Agreement.
The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
Calaxy and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
If you have any questions or concerns about the Platform or these Terms, please email us at support@calaxy.com.
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