THESE TERMS INCLUDE AN ARBITRATION CLAUSE (WHERE APPLICABLE) AND A WAIVER OF CERTAIN RIGHTS. YOUR INITIAL PURCHASE AND ANY SUBSEQUENT PURCHASE OF A STAGEVERSE NFT LAND DEED (“DEED”) IS SUBJECT TO ACCEPTANCE OF THESE TERMS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION TO PROVIDE DEED OWNERS ACCESS TO STAGEVERSE.
This NFT Purchase Agreement (this “Agreement”) is a legally binding agreement by and between Stage, Inc. (“Stage”) and the initial and any subsequent acquirer of one or more Stageverse Land Deeds (“Deeds” or “Deed”) in the form of an NFT, as further defined below, (“you” or “Purchaser”). Stage and each Purchaser may be referred to throughout this Agreement collectively as “Parties” or individually as a “Party”.
Prior to purchasing and/or receiving a Deed, whether during an initial mint, through an airdrop or through a secondary and any other subsequent sale, we urge You to read and understand the terms of this Agreement. Purchaser hereby represents and warrants the following: (a) you have an Ethereum-compatible wallet address and wallet that you own and control; (b) you will pay the purchase price in ETH as stated plus any gas and/or third party transaction fees (except in the case of an airdrop in which your agreement to receive the Deed is all that is required); (c) you will complete any additional documentation as may be required by Stage or any subsequent seller/Deed provider; (d) 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; (e) you must not be listed on any U.S. Government list of prohibited or restricted parties; (f) you are at least 18 years of age; (g) you will not use this Deed or your purchase of this Deed to violate any law; and (g) that you will comply with all laws in connection with your purchase, receipt of, use of and any subsequent sale of the Deed.
If you fail to meet any of the conditions above, Stage and/or a seller may suspend delivery of the Deed or terminate the sale transaction. The number of Deeds you may be permitted to purchase in the initial sale of the Deeds will be determined by Stage in its sole discretion.
Pre-sale preference to purchase Deeds in a primary sale may be obtained by registering a neighborhood. To be eligible for the pre-sale you must be connected to a valid neighborhood. Valid neighborhoods are those registered neighborhoods with at least one unique wallet connected to that neighborhood. Stage may provide additional benefits and features to neighborhoods in the future at its sole discretion.
A Deed contains a custom designed piece of artwork (“Art”) and may include other rights in a plot designated on a Map (as further defined below) and is represented by a non-fungible token or NFT (which is a unique code recorded on the Ethereum blockchain). The Map will be accessible at www.stageverse.com/map through an app downloaded to Your web browser at the time of the reveal. Each Deed is a digital only record and is not a physical object and grants no ownership in or to Stage Inc. and/or the technology and platform that comprises Stageverse. At the time of initial purchase and/or receipt of a Deed, you will receive a unique token ID in your digital wallet that accesses Art and may grant you certain rights in connection with a virtual plot of land contained within Stageverse at some time, at Stage’s sole discretion. This Agreement governs your participation in the sale/mint of the first sale of Stageverse land plots as well secondary and any subsequent transactions of Deeds between Transferors and Transferees.
In the event Stage assigns you a space in Stageverse that is associated with your NFT, you must access that space in Stageverse through the Stageverse website, or through the Stageverse mobile application on iOS (in the Apple App store) and Android (through the Google Play store) (collectively “Apps”). Use of the Apps is governed by a Terms of Service and Privacy Policy found https://stageverse.com/terms and https://stageverse.com/privacy. By accessing, downloading and using the Apps you are agreeing to the Terms of Service and Privacy Policy of the Apps and we urge you to carefully review them. You can own a Deed and never access the Apps. In the event there is a conflict between these terms and the Apps Terms of Service, this Agreement Terms shall control.
You may acquire a Deed either through a purchase or gratis (airdropped to your Ethereum wallet). A Deed owner is entitled to personal property rights in the Deed (as defined above). You have the right to freely transfer, sell, exchange, and/or display (with respect to the Art) the Deed. You have no other ownership rights of any kind with respect to the Deed and the Art. You acknowledge and agree that you are purchasing and/or taking possession of a Deed for the enjoyment of the Art and without any expectation of profit, increase in monetary or other value, nor access to any Stage controlled technology, platforms and/or features.
You Deed(s) may indicate a plot on a map that may be revealed to you sometime following the initial land sale. The plots on the map will vary in size and if/when you are assigned a land plot in connection with your Deed, it will be assigned by Stage in its sole and absolute discretion. For the sake of clarity, owning a Deed gives you no rights to any additional access to any Stage technology, including but not limited to the Apps, ownership, or use of any platform or technology owned and/or controlled by Stage. Any access, ownership and/or use of the Stage platform and/or Stage controlled and/or owned technology is solely and exclusively at Stage’s discretion. Any access or right to access any Stage technology or Stage controlled or owned platform is governed by the Stage Terms and Conditions. Violation of the Terms and Conditions may result in you being removed from the Stage technology and/or platform permanently at Stage’s sole discretion.
You have the right to transfer or sell your Deed at your sole discretion. You shall not transfer, sell or otherwise grant rights to your Deed to anyone who resides in a sanctioned or embargoed country under US law, or is listed on any U.S. Government list of prohibited or restricted parties.
WARRANTY DISCLAIMERS
TO THE FULLEST EXTENT OF THE APPLICABLE LAW, ALL DEEDS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, STAGE EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS TO THE DEED AND/OR THE ART, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. STAGE, ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES, MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE DEED WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, THAT THE TRANSACTION THAT OCCURS ON THE BLOCKCHAIN WILL BE ERROR-FREE, THAT THE PURCHASE WILL BE CONSUMATED, TIMELY AND/OR UNINTERRUPTED. NEITHER STAGE NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, GUARANTEE OR WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE DEED.
NEITHER STAGE NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND SHALL HAVE NO RESPONSIBILITY FOR, NOR BE LIABLE TO PURCHASER FOR, TO THE FULLEST EXTENT OF THE LAW, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN WALLET PASSWORDS, LOST SEEDPHRASES OR MISTYPED WALLET ADDRESSES; (II) CONNECTION FAILURES, SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES AND/OR ERRORS OR FAILURES ON THE RECORDATION OF THE BLOCKCHAIN TRANSACTION; (IV) UNAUTHORIZED ACCESS TO THE DEED AND/OR THE WALLET; OR (V) ANY THIRD PARTY INTERFERENCE, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, OR OTHER MEANS OF ATTACK WHETHER OR NOT AS A RESULT OF ANY ACTION OR INACTION ON THE PART OF PURCHASER AND/OR ANY ACTION OR INACTION ON THE PARTY OF STAGE AND THE DISCLAIMED PARTIES.
STAGE AND THE DISCLAIMED PARTIES SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF THE BLOCKCHAIN TO PERFORM AS EXPECTED OR FOR A TRANSACTION TO BE PROPERLY RECORDED.
Purchaser accepts and acknowledges all risks associated with the following:
(a) The disclaimers set forth above; (b) that you understand the inherent risks associated with cryptographic systems; (c) taxes and gas fees or other fees in connection with the purchase and/or sale and/or transfer of a Deed; (d) losses due to fraudulent or accidental transactions as transactions in digital may be irreversible; (e) some transactions in digital assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; (f) the risks associated with the usage and intricacies of blockchain, digital assets, decentralized networks, decentralized apps, decentralized exchanges or platforms and blockchain-based software systems; and (g) that Stage may rely on third-party platforms that are out of Stage’s control in connection with part or all of any transaction involving Deeds.
Indemnification. Purchaser shall defend, indemnify, and hold Stage and all Disclaimed Parties (collectively, the “Stage Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including reasonable attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Deeds whether or not such person personally purchased the Deeds) against any Stage Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Purchaser’s purchase, ownership, use and interaction with the Deeds, (b) Purchaser’s breach or alleged breach of this Agreement, (c) Purchaser’s violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental authorities in connection with Purchaser’s use or interaction with the Deeds, and (d) any misrepresentation made by Purchaser (all of the foregoing, “Claims and Losses”). Purchaser will cooperate as fully required by Stage in the defense of any Claim and Losses. Notwithstanding the foregoing, Stage may act on behalf of the Purchaser to agree to any settlement or compromise with respect to any Claims and Losses, and any such agreement shall bind and be an obligation of the Purchaser. Stage reserves the right to assume the exclusive defense and control of any Claims and Losses. You may not settle or otherwise compromise any claim subject to this Indemnification section without the prior written approval of the Stage CEO.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, STAGE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE DEEDS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PURCHASE OF ANY DEED, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH A DEED, INCLUDING BUT NOT LIMITED TO ANY ALLEGATION ARISING OUT OF OR RELATED TO THE USE AND/OR INABILITY TO USE ANY STAGE OWNED OR CONTROLLED TECHNOLOGY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STAGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF STAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY DEED, THE USE AND/OR INABILITY TO USE ANY STAGE OWNED OR CONTROLLED TECHNOLOGY, EXCEED THE PRIMARY AND/OR INITIAL MINT TRANSACTION PURCHASE PRICE.
Governing Law. This Agreement and any action related thereto will be governed by the laws of California, Los Angeles County, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Los Angeles, CA and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Any claim or controversy at law or equity that arises out of these Terms (each a “Claim”), shall be resolved through binding arbitration. In such cases, the arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Any Claim shall be arbitrated on an individual basis and shall not be consolidated with any Claim of any other party whether through class arbitration proceedings or otherwise.
Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any Claims (including but not limited to any claims, counterclaims, cross-claims, or third party claims).
Contact Information. If you have any questions about this Agreement, please contact Stage, Inc. at legal@stage.co.
