Last Updated on March 30, 2022
YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS.
THESE TERMS AND CONDITIONS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE WEBSITE OR OUR SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.
THE DISPUTE RESOLUTION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.
THESE TERMS AND CONDITIONS ALSO INCLUDE A JURY WAIVER.
MORE INFORMATION ABOUT THE ARBITRATION, CLASS ACTION WAIVER, AND JURY WAIVER CAN BE FOUND IN THE ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY WAIVER SECTION BELOW.
This Website is for Your personal, non-commercial use only. The copyrights to all contents of this Website are proprietary to Staycool or its third-party licensors, and You may not reproduce, display, post on any other website, modify, distribute, perform, reuse, broadcast, or otherwise transmit any portion of this Website without Staycool's written consent. All content, names, logos, taglines, trademarks, service marks, design marks, trade dress, brand identities, graphics, artwork, videos, music, software and other intellectual property contained on this Website are owned or licensed by Staycool and may not be used by You without the prior written consent of Staycool.
Although Staycool makes all reasonable efforts to ensure that the content of the Website is up-to-date and correct, Staycool makes no warranties as to its accuracy. YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT.
IN NO EVENT SHALL STAYCOOL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR ANY INFORMATION PROVIDED ON OR DOWNLOADED FROM THIS WEBSITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You acknowledge that any electronic mail, electronic messaging or other input to Staycool through this Website is non-confidential. The submission of such materials in no way creates any obligation or duty on the part of Staycool to post or use such materials or, if Staycool does so, to give You credit or payment. You represent and warrant that You own or have permission to transmit any materials, videos, GIFs, images, photographs, content, or communications (collectively, "Material(s)") transmitted by You to this Website and that such Materials do not infringe upon, misappropriate, or violate the copyright, trademark, other intellectual property, publicity, or privacy rights of any third party or non-person, whether living or dead. By submitting, transmitting or posting any Material to this Website, You grant Staycool and all other such third parties as Staycool may designate, the absolute, irrevocable, worldwide, perpetual right and permission to reproduce, publish, store, post, display, distribute, identify, depict, modify, license, exploit, prepare derivative works of and/or otherwise use the Material, in any manner, form, format or media now or hereinafter created and for any purpose, including but not limited to advertising, all without further notice, consent or payment.
All Material You submit to Staycool through the Website must be Your original creation – in other words, You must have created the Material. If the Material is not Your original creation, the person who created the Material must submit it. By submitting Material to the Website, in addition to the representations and warranties in the paragraph above, You represent and warrant that You are at least legal drinking age, and that such Material, including the contents thereof, is Your original creation, has not been copied in whole or in part from any other work, and is Your sole and exclusive property.
In addition to the rights granted above, by submitting Material to the Website which feature or include Your image or likeness, You hereby grant Staycool permission to use Your image or likeness as it appears in any such Material and to reproduce, publish, store, post, distribute, display, identify, depict, modify, license, exploit, prepare derivative works of and/or otherwise use the Material, and to post such Material (as submitted, or as edited, modified or otherwise changed at Staycool's sole discretion) in composite or distorted character, with or without a Staycool music or credit to You, in any manner, form, format or media now or hereinafter created and for any purpose, including but not limited to advertising, all without further notice, consent or payment. If You submit any Material that contains the image or likeness of any person other than You, You agree to obtain written permission from each such person for Staycool to use such image or likeness as it appears in such Material and to post such Material on the Website, in the manners described above. By submitting any photograph that contains the image or likeness of any person other than You, You represent and warrant that You have obtained such written permission and that such person is of legal drinking age.
Any Material submitted to the Website that shows illegal, dangerous, unsafe, pornographic, obscene, profane, defamatory, libelous, or threatening activity or material; any activity or material which could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, promote the excessive or irresponsible consumption of alcohol, or otherwise violate any law or regulation, or the rights of third parties; or that is otherwise deemed by Staycool, in its sole discretion, to be inappropriate (including, without limitation, if any such photograph contains an image of a competitive product) will not be posted. Without limiting the generality of the foregoing, any Material will not be accepted or posted, or may be removed to the extent permissible by law, if Staycool believes, in its sole discretion, that it contains any of the following: (a) competitive products; (b) unsafe behavior / activity that could result in physical injury or property damage; (c) third party materials that You have no rights to, including without limitation, photographs owned by third parties, images or likenesses of celebrities or other individuals, third party trademarks, artwork, music, videos, etc.; (d) illegal activity, including drug use; (e) obscenity or profanity; (f) defamatory or libelous content; (g) content disparaging any brand of Staycool or any of their competitors; (h) racist or sexist content; (i) harassing, abusive, vulgar or pornographic content; (j) gambling; (k) false or misleading content; (l) trade secrets, or other confidential commercial or financial information; (m) private information of any third party including without limitation, address, phone number, email address, social security number or credit card information; (n) malicious code, viruses, spyware, trojans or other harmful components; or (o) any content in poor taste.
The third-party websites (including but not limited to social media platforms) linked from this Website, or any link contained in a linked site, are not under Staycool's control, and Staycool does not assume any responsibility or liability for such third-party content. Staycool provides these links for Your convenience only, and Staycool makes no guarantees, representations or warranties as to, and shall have no liability for, any content delivered on any third-party website, including,
without limitation, the accuracy, subject matter, quality or timeliness of such content. You are responsible for complying with the policies of any third-party website You visit.
You must obtain Staycool's permission to link this Website, or any page on the Website, to Your website. The fact that Staycool may be linked to third party websites does not indicate that Staycool has granted permission to link, and does not constitute an affiliation with, endorsement or recommendation of such third-party website.
YOU AGREE TO WAIVE YOUR RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives after the Agreement terminates or Your relationship with Staycool ends.
ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT
PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims and Losses (defined above) between You and the Staycool Parties.
ANY AND ALL CLAIMS OR LOSSES SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND STAYCOOL. In addition to the foregoing, these Claims and Losses include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to the purchase, sale, exchange or transfer of any Licensed Staycool NFTs, this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), payments made by You or any payments made or allegedly owed to You, any promotions or offers made by Staycool, any city, county, state or federal trade secrets, unfair competition, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS AND LOSSES.
This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
YOU UNDERSTAND AND AGREE THAT YOU MAY BRING CLAIMS AND LOSSES IN ARBITRATION AGAINST THE STAYCOOL PARTIES ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION 12(B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST THE STAYCOOL PARTIES, WHICH ARE ADDRESSED SEPARATELY IN OTHER SECTIONS.
The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on a class, collective, or representative basis. The arbitrator 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 claims.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by You and if proper based on the facts and circumstances of the Claims and Losses presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims or Losses, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.
As part of the arbitration, both You the Staycool Parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim or Loss The arbitrator may award any individualized remedies that would be available in court. The arbitrator 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 Claims and Losses.
The case shall be heard by one arbitrator and will be conducted in English. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Licensed Staycool NFT owners or transferees. The arbitrator’s award shall be
final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modification: The arbitrator in his award shall allocate all arbitration fees in his sole discretion and shall have the power to charge reasonable attorney fees of the successful party to the losing party.
Unless You and Staycool agree otherwise, any arbitration hearings between You and the Staycool Parties will take place in the State of New York, County of Nassau and shall take place in English. If AAA arbitration is unavailable in Your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.
In addition to the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.
Before initiating any arbitration or proceeding, You and the applicable Staycool Party may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by You and Staycool. If You intend to seek negotiation under this subsection must first send a written notice of the dispute (“Notice”) to StaycoolNFT LLC c/o BARROWS LEVY PLLC, 100 Quentin Roosevelt Blvd, Suite 210, Garden City New York 11530. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by Staycool, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties.
Staycool is the owner or exclusive regional licensee of the trademarks of the products listed on this Website and all related logos and designs, and many other trademarks, service marks, design marks, logos, taglines and trade dress (collectively, the "Trademarks") in the United States and other countries.
These Trademarks may not be used: (a) by any third party or in connection with any product or service that is not authorized by Staycool; (c) in any manner which is deceiving to the public or which would impair, dilute, or diminish the value of the Trademarks or harm Staycool's reputation; (d) in any modified manner, unless authorized by Staycool; and (e) in any manner likely to cause confusion, disparagement, or dilution as to source.
Materials may be made available via the Website by third parties not within Staycool's control. Staycool is under no obligation to scan content posted on the Website for the inclusion of illegal or impermissible content. However, Staycool respects the copyright interests of others, and it is Staycool's policy not to permit Materials known by Staycool to infringe another party's copyright to remain on the Website. Accordingly, Staycool complies with the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.).
If You believe any Materials on the Website infringe a copyright, You should provide Staycool with written notice that at a minimum contains:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Website are covered by a single notification, a representative list of such works at the Website;
Identification of the Material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the Material;
Information reasonably sufficient to permit Staycool to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to Staycool's legal counsel: Barrows Levy PLLC, 100 Quentin Roosevelt Blvd., Suite 210, Garden City, New York 11530
Upon receipt of a notice of infringement that complies or substantially complies with the DMCA, Staycool will act promptly to remove or disable access to any Material claimed to be infringing. Staycool will take reasonable steps to notify the user that created or posted the relevant Material that it has removed or disabled access thereto. Any user whose Material has been removed or disabled in accordance with this policy may provide Staycool with a counter notification under the DMCA. Such counter notification must be provided in writing addressed to Staycool's Copyright Agent at the address listed above and must contain:
The user's electronic or physical signature;
Identification of the Material that has been removed or to which access has been disabled and the location at which such Material appeared before it was removed or disabled, including the complete URL;
A statement under penalty of perjury that the user has a good faith belief that the Material was removed or disabled as a result of mistake or misidentification of the Material to be removed or disabled; and
The user's name, address and telephone number, and a statement that the user consents to the jurisdiction of the Federal District Court for any judicial district in which Staycool may be found and that the user will accept service of process from the person who provided the initial notification of infringement.
The DMCA allows Staycool to restore removed content if the party filing the original DMCA notice does not file a court action against the user within 10 business days of receiving the copy of the counter notification.
Please be aware that if You knowingly materially misrepresent that Material or activity on the Website was removed or disabled by mistake or misidentification, You may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is Staycool's policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others. In no event shall Staycool be liable for any claim of copyright infringement which may arise from the posting of any Material on any third-party website or that may arise from any other unauthorized use by a third party of such Material or other Staycool user generated content.
Your non-termination or continued use of the Website after changes are posted constitutes Your acceptance of the Terms and Conditions as modified by the posted changes.
If You have any questions or concerns, including if You need to access this Agreement in an alternative format, we encourage You to contact us via e-mail at firstname.lastname@example.org.