Website Terms of Use Agreement

Last Updated: 04/21/2022.

The website located at www.SPICYEST.com (the "Site") is a copyrighted work belonging to Placeholder Labs, Inc. ("SPICYEST", "us", "our", and "we"). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.These Terms of Use (these "Terms") set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY these Terms, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. IF YOU ARE ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES ON BEHALF OF, OR WITHIN YOUR CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF, AN ENTITY, YOU AND SUCH ENTITY AGREE THAT: (i) "YOU" AND "YOUR" AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, YOU; AND (ii) YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY. you may not access or use the Site or accept these Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.SPICYEST IS NOT A CERTIFIED APPRAISER, BROKER, FINANCIAL INSTITUTION, OR FINANCIAL ADVISOR, AND ESTIMATES ARE NOT APPRAISALS, FINANCIAL ADVICE OR INVESTMENT ADVICE. SPICYEST'S ESTIMATES (AS DEFINED BELOW) ARE BASED IN PART ON INFORMATION PROVIDED BY OR SOURCED FROM INDEPENDENT THIRD-PARTY SOURCES. SPICYEST DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OF THE INFORMATION PROVIDED BY SUCH THIRD-PARTY SOURCES. SPICYEST MAKES NO REPRESENTATION THAT ANY ESTIMATE REFLECTS THE VALUE OF ANY DIGITAL ASSET (AS DEFINED BELOW). YOU ACKNOWLEDGE AND AGREE THAT ANY DECISION TO OFFER FOR SALE, SELL, BID ON, PURCHASE, OR TAKE (OR OMIT TO TAKE) ANY ACTION IN CONNECTION WITH OR OTHERWISE USE ANY DIGITAL ASSET FOR WHICH SPICYEST HAS PROVIDED AN ESTIMATE LIES SOLELY WITH YOU. THE SITE IS INTENDED ONLY FOR INFORMATIONAL PURPOSES.These terms require the use of arbitration (Section 8.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1. Estimates

1.1 Estimates. SPICYEST analyzes available information from third-party sources related to individual non-fungible tokens ("NFTs") and other digital assets (collectively with NFTs, "Digital Assets"), and provides a proprietary assessment of the estimated market value thereof each Digital Asset listed on the Site (each, an "Estimate"). The Estimates provided by SPICYEST rely in part on (i) the accuracy of data provided by third parties, including without limitation third-party financial institution(s), NFT projects, and our suppliers; and (ii) historical market data that may not be applicable in all scenarios. SPICYEST encourages you to confirm through independent sources the valuation of any Digital Asset for which we provide an Estimate before considering or entering into any transaction with respect to such Digital Asset.1.2 Risks Associated with Digital Assets.The prices of Digital Assets can be extremely volatile. The regulatory regime governing blockchain technologies, cryptocurrencies, tokens and NFTs is uncertain, and new regulations or policies may materially affect the operation of the Site and the value and/or utility of Digital Assets. SPICYEST makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded. You acknowledge and accept that the protocols governing the operation of any particular blockchain may be subject to sudden changes which may materially alter the blockchain and affect the value and function of Digital Assets supported thereby.1.3 User Representations.When you use the Site, you represent and warrant that you: (a) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of the Site; (b) know, understand and accept the risks associated with Digital Assets; and (c) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any Digital Assets you purchase or sell. You further agree that SPICYEST will have no responsibility or liability for such risks.1.4 Taxes.Taxes. You are solely responsible (and SPICYEST has no responsibility) for determining what, if any, taxes apply to any transactions involving Digital Assets. Estimates do not reflect any taxes that may apply to any transaction involving Digital Assets.1.5 Disclaimers.SPICYEST is not a financial advisor, investment advisor, or other financial services professional. NEITHER SPICYEST NOR THE SITE GIVES, OFFERS OR RENDERS INVESTMENT, TAX, OR OTHER FINANCIAL ADVICE. BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT A FINANCIAL ADVISOR. The Site may not meet your needs in all circumstances.

2. Access to the Site

2.1 License. Subject to these Terms, SPICYEST grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal or internal business use.2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any text, photographs, images, graphics, audio, video, and other materials ("Content") displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any Content displayed on the Site) must be retained on all copies thereof.2.3 Modification. SPICYEST reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that SPICYEST will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.2.4 No Support or Maintenance. You acknowledge and agree that SPICYEST will have no obligation to provide you with any support or maintenance in connection with the Site.2.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its Content are owned by SPICYEST or SPICYEST's suppliers. Neither these Terms nor your access to the Site transfers to you or any third party any right, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. SPICYEST and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3. Indemnification

You agree to indemnify and hold harmless SPICYEST (and its officers, employees, and agents), including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. SPICYEST reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SPICYEST. SPICYEST will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

4. Third-Party Links & Ads; Other Users

4.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.4.2 Advertising Revenue. SPICYEST reserves the right to generate advertising revenue in connection with the display of Third-Party Links & Ads on the Site, and you acknowledge and agree that SPICYEST has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by SPICYEST as a result of such advertising and/or your purchases related to or in connection with such advertising).4.3 Other Users. Your interactions with other Site users are solely between you and such users. You agree that SPICYEST will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, including without limitation any dispute related to or arising from an Estimate, we are under no obligation to become involved.4.4 Release. You hereby release and forever discharge SPICYEST (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IN CONNECTION WITH THE FOREGOING YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE OF ANY JURISDICTION, WHICH STATES IN SUBSTANCE: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

5. Disclaimer of Warranties and Conditions

THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND SPICYEST (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.From time to time, SPICYEST may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at SPICYEST's sole discretion. The provisions of this section apply with full force to such features or tools.IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. tools.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.NEITHER SPICYEST NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM ESTIMATES OR OTHER USE OF THE SITE. NEITHER SPICYEST NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER SPICYEST NOR ITS SUPPLIERS OR LICENSORS WARRANTS THAT THE SITE COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES OR OTHER LAWS OF ANY JURISDICTION.

6. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPICYEST (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF SPICYEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any suspected or actual use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. SPICYEST will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Section 1, Sections 2.2 through 2.5, and Sections 3 through 8.

7. General.

8.1 Changes. These Terms are subject to occasional revision and, if we make any changes that materially affect your rights or obligations, we will you of such changes by prominently posting notice of the changes on our Site. For pre-existing users of our Site, any changes to these Terms will be effective thirty (30) calendar days following our posting of notice of the changes on our Site; for new users of our Site, these changes will be effective immediately upon posting. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.8.2 DISPUTE RESOLUTION. Please read the following arbitration agreement in this section ("Arbitration Agreement") carefully. It requires users to arbitrate disputes with SPICYEST and limits the manner in which you can seek relief from us.(a) Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Site, to any Estimate on the Site, or to any aspect of your relationship with SPICYEST, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or SPICYEST may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, SPICYEST will pay them for you. In addition, SPICYEST will reimburse all such JAMS's filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SPICYEST. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.(c) Waiver of Jury Trial. YOU AND SPICYEST HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SPICYEST are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 8.2(a) (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.(e) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section's limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address in Section 8.8 below, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.(g) Severability. Except as provided in Section 8.2(e) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SPICYEST.(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if SPICYEST makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing SPICYEST at the address provided in Section 8.8, below.8.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from SPICYEST, or any products utilizing such data, in violation of the United States export laws or regulations.8.4 Disclosures. SPICYEST is located at the address in Section 8.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.8.5 Electronic Communications. The communications between you and SPICYEST use electronic means, whether you use the Site or send us emails, or whether SPICYEST posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from SPICYEST in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SPICYEST provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.8.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to SPICYEST is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without SPICYEST's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. SPICYEST may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.8.7 Copyright/Trademark Information. Copyright © 2022 SPICYEST, Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.8.7 Contact Information:
Address: TBD
Email: TBD