Terms of Service

Last Updated: September 22, 2021

1. Acceptance of Terms

On this site (the “Site”), you’ll be able to enter your email address to place your name on a waitlist.  By placing your name on the waitlist, you are indicating your desire to receive an invitation to the closed beta for an as-yet-to-be-named platform and marketplace allowing for the purchase and sale of  blockchain based NFT video collectibles featuring remarkable sequences from LaLiga (the “App”).  The Site, the App, and any other features, tools, materials, or other services offered from time to time in relation to the Site or the App are collectively referred to here as the “Service”.

Dapper Labs, Inc. ("Dapper Labs", "we", or "us") is making the Service available to you.  Before you use any part of the Service, however, you will need to agree to these Terms of Service and any terms and conditions incorporated herein by reference, including, without limitation, the Service’s Privacy Policy [laliga.onflow.org/privacy] (collectively, these “Terms").  PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY PART OF THE SERVICE. THESE TERMS GOVERN YOUR USE OF THE SERVICE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. DAPPER LABS IS ONLY WILLING TO MAKE THE SERVICE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING ANY PART OF THE SERVICE, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE OF THESE TERMS IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN DAPPER LABS IS UNWILLING TO MAKE THE SERVICE AVAILABLE TO YOU.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE, OR ANY PART OF IT.  

THESE TERMS CONTAIN AN ARBITRATION PROVISION. PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE  IT AFFECTS YOUR RIGHTS.  BY USING THE SERVICE OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

2. Changes to the Terms

Dapper Labs may make changes to the Terms from time to time, at Dapper Labs’ sole discretion. When Dapper Labs makes changes, it will make the updated Terms available on the Site and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Service after the Terms have been updated will constitute your binding acceptance of the updates.  If you do not agree to any revised Terms, you may not access or use the Service.

3. Changes to the Service

Dapper Labs is constantly innovating and improving the Service to help provide the best possible experience. You acknowledge and agree that the form and nature of the Service, and any part of it, may change from time to time without prior notice to you, and that Dapper Labs may add new features and change any part of the Service at any time without notice.

4. Privacy Policy

The Privacy Policy [laliga.onflow.org/privacy] describes the ways that Dapper Labs collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy [laliga.onflow.org/privacy].

5. Eligibility

You represent and warrant that you are fully able and competent to accept and comply with these Terms, including all of the conditions, obligations, representations and warranties set forth herein.  You affirm that you are over the age of 18.  The Service is not intended for children under 18.  If you are under the age of 18, you may not use the Service.  We do not knowingly collect information from or direct any of our content specifically to children under the age of 18.  If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account.  Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Service without obtaining your parents’ or legal guardians’ consent.  IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE (IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY), THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF ANYONE UNDER THE AGE OF 18, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE SERVICE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

6. Account Information and Security

When you set up an account on the Service, you may be asked to provide certain registration information, which may include, among other things, providing a valid email address (collectively, your “Account Information”). You understand that you are and will be fully responsible: (i) for the accuracy and security of your Account Information, and (ii) for any activity that takes place on the Service using your Account Information, whether you knew about it or not.  You agree to inform us immediately at [email protected] if you become aware that your Account Information has been compromised, or used without your permission. Dapper Labs cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

7. Disclaimer of Warranties

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND ANY PART OF IT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DAPPER LABS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, THE OTHER FORMATS, OR ANY THIRD PARTY PRODUCTS, SERVICES, OR WEBSITES THAT YOU MAY ACCESS VIA THE SERVICE), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DAPPER LABS, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, (III) THE SERVICE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICE WILL BE SECURE.  YOU UNDERSTAND THAT DAPPER LABS MAKES NO REPRESENTATIONS CONCERNING ANY OF THE CONTENT THAT YOU MAY ACCESS VIA THE SERVICE, AND THAT DAPPER LABS WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED VIA THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT DAPPER LABS HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

8. Indemnity

You agree to hold harmless and indemnify Dapper Labs and its parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your use of the Service, or any part of it, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Service or any part of it.  Dapper Labs reserves the right to assume exclusive defense, control, and settlement of any matter for which you are obliged to indemnify us under these Terms, and, in such case, you agree to cooperate with Dapper Labs (at your own expense) in the defense and/or settlement of such matter, at Dapper Labs’ request.

9. Limitations of liability

A. YOU UNDERSTAND AND AGREE THAT DAPPER LABS, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF DAPPER LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. YOU AGREE THAT DAPPER LABS’ TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100.

C. YOU ACKNOWLEDGE AND AGREE THAT DAPPER LABS HAS MADE THE SERVICE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.  DAPPER LABS WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.

D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Assumption of Risk.

You accept and acknowledge each of the following:

A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of any blockchain assets you may acquire via the Service, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of blockchain assets will not lose money.

B. You are solely responsible for determining what, if any, taxes apply to your Service-related transactions. Dapper Labs is not responsible for determining the taxes that apply to your transactions on the Service.

C. The App does not store, send, or receive blockchain assets. This is because blockchain assets exist only by virtue of the ownership record maintained on the Service’s supporting blockchain in the Flow network. Any transfer of blockchain assets occurs within the supporting blockchain in the Flow network, and not on the Service.

D. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that Dapper Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Flow network, however caused.

E. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Service and its ecosystem, and therefore the potential utility or value of any blockchain assets you acquire through the Service.

F. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and its ecosystem, and therefore the potential utility or value of any blockchain assets you acquire through the Service.

G. Upgrades to the Flow platform, a hard fork in the Flow platform, or a change in how transactions are confirmed on the Flow platform may have unintended, adverse effects on all blockchains using the ERC-721 standard, including the Service and its ecosystem.

11. Ownership; Restrictions.

A. You acknowledge and agree that, except as otherwise expressly set forth herein, Dapper Labs (or, as applicable, its licensors) owns all legal right, title and interest in and to all elements of the Service, and all intellectual property rights therein. You acknowledge that the Service may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and other applicable laws.  Except as expressly set forth herein, your use of the Service does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Service. Dapper Labs reserves all rights in and to the Service not expressly granted to you in these Terms.

B. You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Service (collectively, “Feedback”). By submitting any Feedback (whether via the Service or otherwise), you agree that Dapper Labs is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant Dapper Labs a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

D. You agree that you are responsible for your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations in your jurisdiction. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content via the Service; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature via the Service; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual proprietary rights of any party; (v) use the Service to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity; (vii) interfere with other users' enjoyment of the Service; (viii) exploit the Service for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Service; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Service or any part of it; (xi) reformat or frame any portion of the Service; (xii) display any content on the Service that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service, or to collect information about its users for any unauthorized purpose; (xiv) create multiple user accounts, or create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Service for the purpose of creating a product or service that is competitive with any of Dapper Labs’ or its affiliates’ products or services.

12. Links

The Service may provide links to other World Wide Web or accessible sites, applications or resources. Because Dapper Labs has no control over such sites, applications or resources, you acknowledge and agree that Dapper Labs is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable to you or to any third party for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Dapper Labs will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance upon any such contents, goods or services available on or through any such site or resource.

13. Termination and Suspension

You may terminate these Terms at any time by discontinuing your access to and use of the Service.  You agree that Dapper Labs, in its sole discretion and for any reason or no reason, may terminate these Terms and suspend and/or terminate your account(s) on the Service. You agree that any suspension or termination of your account(s) and/or access to the Service may be without prior notice, and that Dapper Labs will not be liable to you or to any third party for any such suspension or termination. If Dapper Labs terminates these Terms or suspends or terminates your account(s) or access to or use of the Service due to your breach of these Terms or any suspected fraudulent, abusive, infringing, or illegal activity, then termination of these Terms will be in addition to any other remedies Dapper Labs may have at law or in equity.  Upon any termination or expiration of these Terms, whether by you or by Dapper Labs, you may no longer have access to information that you had posted on the Service or that is related to your account(s), and you acknowledge that Dapper Labs will have no obligation to maintain any such information in its databases or to forward any such information to you or to any third party, unless otherwise required by applicable law or regulation. Sections 1, 2, and 4 through 15 of these Terms will survive the termination or expiration of these Terms for any reason.

14. Dispute Resolution; Arbitration

Please read this Section 14 carefully. It requires you to arbitrate disputes with Dapper Labs, its parent, subsidiaries, and affiliates, and limits the manner in which you can seek relief from us.
YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
(i) Binding Arbitration. All disputes arising out of or in connection with these Terms, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the Vancouver International Arbitration Centre.
The appointing authority shall be the Vancouver International Arbitration Centre.
The case shall be administered by the Vancouver International Arbitration Centre in accordance with its Rules.
The place of arbitration shall be Vancouver, British Columbia, Canada.
(ii) Arbitration Fees. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.
(iii) Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
(iv) Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

15. General

These Terms constitute the entire legal agreement between you and Dapper Labs, govern your access to and use of the Service, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Service, whether oral or written.  There are no third party beneficiaries to these Terms.  The parties are independent contractors, and nothing in these Terms create any agency, partnership, or joint venture.  The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.  You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent.  Dapper Labs may assign its rights and obligations under these Terms in its sole discretion to an affiliate, or in connection with an acquisition, sale or merger.  Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. Dapper Labs’ failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision. These Terms will be governed by and construed in accordance with the laws of the province of British Columbia, Canada and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles.  Subject to Section 14, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or provincial courts located in Vancouver, British Columbia, and the parties irrevocably consent to exclusive personal jurisdiction and venue there.  Dapper Labs will not be liable for any failure or delayed performance of its obligations that result from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties.  You agree that Dapper Labs may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Service. By providing Dapper Labs with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.