Single | Terms of Use

Please read these Terms of Use ("Agreement" or "Terms of Use") carefully before using the services offered by Single Media, Inc. and Single, Inc. ("Company," “Single,” “we,” “us,” or “our”). This agreement sets forth the legally binding terms and conditions for your use of the website at www.single.xyz (the "Site") and the service owned and operated by Company, including any software or mobile applications offered or published by Company (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting, browsing, and using the Site, you agree to be bound by these Terms of Use. These Terms of Use apply to all users of the Site or Service, including users who are also contributors of content, information, and other materials or services on the Site.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein, which Terms of Use also incorporate the Privacy Policy available at single.xyz/privacy, the Copyright Policy available at single.xyz/copyright, and all other operating rules, policies and procedures that may be published from time to time on the Site or Service by Company, each of which is incorporated by reference into these Terms of Use and each of which may be updated by Company from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. Your use of the Service is also pursuant to the terms of use applicable to each platform used in connection with the Service, to include, without limitation, the Shopify Terms of Service.

If you are using or opening an account on behalf of a company, entity or organization (including, but not limited to, a recording label) (each an “Artist Entity”), then you represent and warrant that you: (i) are an authorized representative of that Artist Entity and any recording artists represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Terms of Use and (ii) agree to be bound by these Terms of Use on behalf of such Artist Entity and/or Represented Artist.

The Service is available to individuals 18 or over, or those users who are at least 13 years old and have obtained the consent of their parent or guardian to use the Service. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use

Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and Company that arose prior to the date of such modification.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content (as defined below)) is provided only for your own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling Merchandise and/or Content (each as defined below) as authorized through the Service). You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, information, data, text, photographs, software, scripts, graphics, Music, Artworks, NFTs (as such terms are defined herein), and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service. “User Submissions” include any text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials that you post on or through the Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
exploits people in a sexual or violent manner;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, including to compete, directly or indirectly, with the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder, or (iv) compete, whether directly or indirectly, with the Service. You shall abide by all applicable local, state, national and international laws and regulations.

Company does not guarantee that any Content or User Submissions will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or User Submissions. However, Company reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.

Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this provision, including, without limitation, terminating your account and/or reporting such activity or Content to law enforcement authorities.

Fan Personal Information — Fans

As a condition to using certain features of the Service (including, without limitation, making a purchase from Company or an Artist), you may be required to provide certain personal information to Company or relevant Artists, such as your e-mail address, country of residence and zip/postal code ("Fan Information").

You may register with the Company as a fan and create a user account (“Fan Account”), which will allow you to access certain features of the Service that are only available through Fan Accounts, including your history of purchases of Content and information that you choose to share about yourself.

As a condition to each such Artist’s right to receive such Fan Information, Company requires each Artist to agree to the terms set forth in the next section of this Agreement. However, you acknowledge that Company has no control over the use of the Fan Information by the Artists, and you further acknowledge and agree that Single shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Artists’ use of such Fan Information.

Fan Personal Information — Artists

In connection with certain features of the Service, including by requiring that fans provide you with their e-mail addresses and other personal information in order to purchase Content, you may collect certain types of Fan Information. As a condition to receiving such Fan Information, you acknowledge and agree that you will not disclose, rent, or sell any Fan Information to any third party, and you will use the Fan Information only in order to provide fans with general information and news about the Artist, such as upcoming shows, new Music or other Content.

Registration

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a password and screen name (“User ID”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a User ID or domain name of another person with the intent to impersonate that person; (ii) use as a User ID or domain name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Fees and Payments — Fans

You may purchase products and/or services from an Artist through their Site, including, without limitation, purchases of Content (including, without limitation, any digital Content made available via download, Minting, and streaming through the Service (“Digital Content”)). Each such purchase is a “Transaction.”

All sales of Digital Content are final (except where prohibited by law), unless otherwise determined by Single. If you do not receive the Digital Content or otherwise have an issue with the Digital Content delivered, please contact Single with your request and proof of purchase, and we will notify the relevant Artist and work with them to resolve your issue. At Artist’s sole discretion, you may be credited or refunded for the Digital Content. However, you understand and agree that Single is a platform that Artists use to deliver their Digital Content, and the Digital Content is derived from files provided by the relevant Artist, and the relevant Artist is solely responsible for such files. For more information about Digital Content sold as an NFT, see the section below called “NFT Releases via Single Music.”

Content cannot be guaranteed to be available to you perpetually. For example, if we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Service and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such Content. This means that you may lose access to purchased Content previously available to you through the Service.

If we are required by law to deny access through the Service to previously purchased Content, including by removing access to Content from a user’s personal collection through any application, then Company and Artists will not provide the user who purchased that Content with a refund, except as required by applicable law. Users bear all risk from the denial of access to any Content purchased through the Service.

Because there is a possibility that we may be required to deny you access to previously purchased Content, we encourage you to promptly download any Content you purchase through the Site to your own devices so that you will retain control and possession of such Content even if we are required to remove the Content from the Service.

Fees and Payments

You will set the prices for your products and services that are charged through Transactions (the “Prices”) through your Site, and you may change the Prices at your sole discretion. Notwithstanding the preceding sentence, Single may redistribute previously purchased copies of your products to users who have, in Single’s sole determination, received a corrupted copy of your product, an incorrect file format version of your product, an incomplete copy of your product, or suffered a loss of your product through hard drive failure, damage, theft or destruction, on a no-fee basis to the user (i.e., the user is not charged a new fee for the redistribution). Such redistribution may be effectuated by allowing a user to redownload a replacement copy themselves. A user that has a Fan Account will also be permitted to redownload any previously purchased Content from an Artist. In the event of any of the foregoing redistributions, no additional fees shall be made to you or required from you for such redistributions.

Company shall be entitled to payment in accordance with the rate schedules (Digital Delivery, Livestream Ticketing, Chart Reporting, BoostLinks) set forth at single.xyz. You shall be solely responsible and liable for, and Company shall have no responsibility or liability for, any Shopify fees, credit card transaction fees (together, “Fees”), bad debts (such as credit card returns or fraud), disputed payments, and refunds.

When you receive a payment for Digital Content, you are liable to Single for the full amount of any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fees if there is a chargeback, a dispute, or if there is a reversal of the payment.

Company retains the right, but does not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site. Company may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services. Notwithstanding the foregoing, Company shall have no obligations, responsibility, or liability for Subsequent Transactions (as defined below) involving Digital Content.

Additional Fees

In addition to the fees set forth above, Company reserves the right to require payment of fees for certain additional features of the Service. Should you elect to use to such features, you shall pay all applicable fees, as described on the Site in connection with such features. Company reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by e-mail or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges.

Chart Reporting

Company will report statistics and associated information to certain charts (each a “Chart Partner”) which may vary from time to time. Company cannot guarantee that any reported sales or associated information will be accepted by Chart Partner or that Company’s statistics presented to Artists will match that of any Chart Partner. Artists are solely responsible for ensuring compliance with all applicable Chart Partner rules and restrictions (including but not limited to, merchandise bundling policies, etc.). You hereby grant Company permission to share required statistics and information requested by any Chart Partner.

Third Party Site

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Content and License

You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

Intellectual Property Rights

The Service provides Artists with the ability to upload or otherwise distribute or facilitate the distribution of Content owned or controlled by such Artists to or through the Site, including but not limited to sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works, as well as “live” audiovisual performances of musical works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and collectively, together with Sound Recordings and Music Videos, the Artist’s “Music”). For the avoidance of doubt, Music is also “Content”; provided, however, that Company will not have any ownership rights in any elements of an Artist’s Music. In connection with Company performing the Service, each Artist uploading Content to, or distributing Content through, the Service hereby grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist’s Content and perform the Service on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Content on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, display, transmit, synchronize, stream, distribute, and playback the Artist’s Content) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Artist’s Content and to reproduce the Artist’s Content on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.

To enable Company to Exploit your Content pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

By uploading any Content to, or distributing Content though, the Site:

you represent and warrant, and can demonstrate to Company’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Content (or that such Content is in the public domain or has otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Content as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content you upload to, or distribute through, the Service and to the Content; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by these Terms of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Content to Company and all users of the Service.
you represent and warrant that the use or other exploitation of your Content by Company and its authorized sublicensees and distributors and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
you represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to Company for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works. Without limiting the foregoing, you hereby acknowledge and agree, and represent and warrant that you shall be solely responsible for securing from all applicable PROs or other third party rights holders with an interest in Music Exploited in connection with the Service, all applicable third party rights, including without limitation, public performance rights, and making any and all applicable payments in respect of thereof.
you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement.
you represent and warrant that you are solely responsible for ensuring compliance with all applicable Chart Partner rules and restrictions and that you will comply with such rules and restrictions, and you hereby release Company from any liability whatsoever pertaining to any act or omission of any Chart Partner, including, without limitation, the failure of any Chart Partner to accept sales reported by Company or for any reporting discrepancies.

If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the paragraphs immediately above, then you are prohibited from uploading your Content to, or distributing your Content through, the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the Exploitation of your Content on the Service, including all court costs and legal fees.

If you believe any Content or other material residing on or accessible through the Service infringes an intellectual property right that you own or control, please visit https://single.xyz/copyright for more information about how to send a notice of claimed infringement.

Termination

Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership, including, without limitation, any access to any Content you may have purchased through the Service. If you wish to terminate your account, then you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable, including, for the avoidance of doubt, amounts paid to Single in connection with sales or other transactions that violate these Terms, Chart Partner rules, or any law, regulation, or policy. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

NFT Releases via Single Music

Company may enable certain users to create or issue (“Mint”) and purchase unique digital assets called Non-fungible tokens, such as an image, album artwork, song, or video, or representation of an interest in goods or Content (collectively, an “NFT”). NFTs are implemented by smart contract on a digital ledger called a blockchain (“Blockchain”). You and customers on your Site (“Purchasers”) may only participate in the Minting, purchase, or sale of NFTs by linking an electronic crypto wallet that allows a Purchaser to purchase, store, and engage in transaction with cryptocurrency (“Digital Wallet”). Before purchasing an NFT, Purchasers must download a supported Digital Wallet extension and use the extension to connect and unlock a Digital Wallet. Once a Purchaser submits an order to Mint an NFT, the order is passed on to Company. Company will Mint the NFT on behalf of the Purchaser and hold it in a Digital Wallet maintained by Company until the Purchaser transfers the NFT to their own Digital Wallet. The value of an NFT may change. Company will not be responsible for any difference in value of an NFT between the time of purchase and the time of the Purchaser’s transfer of the NFT to their own Digital Wallet.

ALL INITIAL TRANSACTIONS (as defined below) INITIATED THROUGH COMPANY ARE ALSO EFFECTUATED BY THIRD-PARTY PLATFORMS AND DIGITAL WALLETS. BY USING THE SITE AND PURCHASING AN NFT, PURCHASERS AGREE THAT SUCH TRANSACTIONS MAY ALSO BE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY APPLICABLE TO SUCH DIGITAL WALLET, AND SINGLE TAKES NO RESPONSIBILITY FOR SUCH DIGITAL WALLETS. Company may rely on third-party platforms, including but not limited to Solana, to perform Initial Transactions. It shall not be a breach of this Agreement if Single is unable to perform Services due to any error or failure, upgrade, or change in how Initial Transactions are executed or confirmed on all or part of any third-party platform.

Purchasers of an NFT agree to: (a) comply with any terms, including licenses or payment rights that are embedded or otherwise included with the NFT, including any terms or licenses related to any associated Content; and (b) be bound by any terms and conditions applicable to subsequent transactions involving such NFT (e.g., a secondary sale on a third-party platform or marketplace) (“Subsequent Transaction”), including any royalty on such Subsequent Transactions (regardless of whether such royalty is enforced by the third-party platform or marketplace that facilitates a secondary sale). Purchasers shall not attempt to circumvent any restrictions regarding the Minting or transfer of or access to NFTs (e.g., in the applicable smart contract).

Company will maintain an interest in any NFT generated as the technology provider for the initial transaction to purchase and Mint the NFT (“Initial Transaction” also a “Transaction”). The NFT creator and Company will both charge a fee on the Initial Transaction and any Subsequent Transaction. Single’s fee for the Initial Transaction is $5, plus any third-party network fees. For Subsequent Transactions, there is a 10% creator fee that can be split among multiple wallets with every Subsequent Transaction (“Creator Fee”). Single’s fee for Subsequent Transactions is five percent (5%) of the Creator Fee.

Please note that to use Shopify Payments to process payments for NFTs, you must be part of the Shopify NFT Beta Program.

Purchasers acknowledge that the ownership of NFTs made available or purchased on or through the Service may give Purchasers the right to view, store, exchange, sell and display the NFT publicly but does not allow or imply commercial use or ownership of intellectual property on the underlying Content, including without limitation any brand, design, music, video, art or other media displayed in your digital asset NFTs. Ownership disputes related to NFTs are governed by the applicable smart contract and any applicable Digital Wallet platform terms; Company cannot rescind, reverse, or terminate any Transactions, nor can Company seize NFTs or modify the Blockchain in an effort to amend ownership. Company reserves the right to prosecute Purchasers, Artists, and any associated Site, platform or party for any illegal, negative, disparaging, or infringing use of the NFT or associated Content.

Your use of the NFT and any associated Content is subject to the following limitations:

NFTs cannot be wrapped, imported or altered to a mirroring derivative projects and sold on a different Blockchain.
NFTs purchased or otherwise accessed through Company may not be replicated and sold as a different asset, token, or other digital item.

Inherent Risks of NFTs

Please note the following risks in accessing or using the Service:

The price and liquidity of all blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations;
Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility;
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and legislative and regulatory changes, policies, or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. Purchasers accept and acknowledge that Company will not be responsible for any risk associated with changes to the regulatory regime governing NFTs, blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs;
Purchasers are solely responsible for determining what, if any, taxes apply to NFT-related transactions. Company is not responsible for determining the taxes that apply to Subsequent Transactions or other NFT-related transactions;
NFTs are not legal tender and are not backed by the government;
Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Initial Transaction;
NFTs and Digital Wallets exist by virtue of the ownership record maintained of NFTs on the supporting Blockchain. Additional transfers and Subsequent Transactions occur outside of the Site. Company will not be responsible for upgrades to third-party platforms, a hard fork or other change to a Blockchain, a failure or cessation of a Blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on a Blockchain, any of which may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. Company does not make any promises or guarantees related to a Blockchain, or any other third parties related to the NFTs or the Site (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties). Purchasers accept and acknowledge that Company will not be responsible for any loss of access to NFTs due to loss of a Purchaser’s private key(s), custodial error or Purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear.

PURCHASERS ASSUME ALL RISKS ASSOCIATED WITH USING A DIGITAL CURRENCY, PURCHASING DIGITAL CONTENT, AND/OR USING A DIGITAL WALLET, INCLUDING THE RISK THAT A THIRD PARTY MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION AND ANY NFT STORED WITHIN A DIGITAL WALLET. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN, WHICH COMPANY DOES NOT CONTROL. COMPANY DOES NOT GUARANTEE THAT COMPANY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT IN ANY SUBSEQUENT TRANSACTION. COMPANY CANNOT AND DOES NOT GUARANTEE THAT ANY NFT WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT A PURCHASER WILL BE ABLE TO SELL OR RESELL ANY NFT PURCHASED THROUGH THE SITE.

Purchasers agree and understand that Purchasers are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks, and that Company does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs.

Warranty Disclaimer

COMPANY HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT COMPANY HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: WHICH USERS GAIN ACCESS TO THE SITE; WHAT CONTENT YOU ACCESS VIA THE SITE; WHAT EFFECTS THE CONTENT MAY HAVE ON YOU; HOW YOU MAY INTERPRET OR USE THE CONTENT; WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT; OR WHETHER THE SERVICE IS COMPATIBLE WITH ANY SHOPIFY THEMES, TEMPLATES OR OTHER SOFTWARE. YOU RELEASE COMPANY FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SITE. THE SITE MAY CONTAIN, OR DIRECT YOU TO WEBSITES CONTAINING, INFORMATION THAT SOME PEOPLE MAY FIND OFFENSIVE OR INAPPROPRIATE. COMPANY MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICE, AND COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICE.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. COMPANY ATTEMPTS TO BE AS ACCURATE AS POSSIBLE WITH REPORTING TO CHART PARTNERS; HOWEVER, COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND PARTNERS DO NOT WARRANT THAT REPORTING TO CHART PARTNERS OR OTHER INFORMATION OR STATISTICS SHARED WITH CHART PARTNERS IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR WILL NECESSARILY RESULT IN ACCEPTANCE THEREOF BY CHART PARTNERS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guarantee of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Company from any and all claims by a third party owning, controlling or claiming any right in or to your Content, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense.

Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Because Company is not the buyer or seller in any Transaction, if a dispute arises between one or more participants in a Transaction, then you release Company (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, then you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by Company.

Because Company is not the buyer or seller in any actual Transaction between Artists and fans and is not the agent of either for any purpose, Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Transaction. Artists are individually responsible for compliance with all consumer rights laws applicable to their Transactions, including EU Consumer Rights Laws.

International Use & Export Control

Company makes no representation that the Service or the Content is appropriate or available for use in locations outside of the United States, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

You represent and warrant that you are not (i) located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; and (ii) listed on any United States Government list of prohibited or restricted organizations or parties.

Dispute Resolution

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Tennessee, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Davidson County, Tennessee, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Middle District of Tennessee. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Integration and Severability

These Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorney fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service to Single, LLC, 2020 Lindell Ave., Nashville, TN 37203. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement. In the event any provisions of this Agreement are found to be contrary to any law or regulation of an administrative or governmental agency or body, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event such a provision cannot be modified and becomes invalidated or unenforceable, its invalidation or unenforceability will not affect the validity or enforceability of any other provision of this Agreement. This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.

Contact

If you have any questions, you may contact Company at the following address: info@single.xyz.