Terms of Service
Last Updated: February 13, 2023
Welcome to the Phoenix Family!
This Terms of Service Agreement (the “Agreement,” or “Terms”) is made between Illenium Blockchain LLC, (“we,” “us,” “our”) and you, an individual user (“you,” “your”). This Agreement governs your access to and use of the Phoenix Family (the “Services”).
- This is a binding contract
- Who can join the Community and use the Services?
- Description of the Services
- Features and Tools
- Community purchases
- Account creation
- Account security
- Your other responsibilities while using the Services
- Prohibited activities
- Content ownership and licensing
- Permissions you grant to us
- Additional rights we retain
- Our potential liability
- Enforceability and waivers
- Limitation on legal actions
- Governing law and legal forum
1. This is a binding contract
By creating a Phoenix Family (the “Community”) account, viewing Content posted on or otherwise made available through the Community, making a purchase from us, downloading our software, or otherwise using the Services, you accept this Agreement and consent to contract with us electronically.
2. Who can join the Community and use the Services?
You may use the Services only if (i) you are at least 13 years old, (ii) you meet the minimum age of digital consent in your country, (iii) you agree to form a binding contract with us according to the Terms set forth here, and (iv) you are not a person barred from receiving the Services under the laws of your local applicable jurisdiction. If you are old enough to access the Services but not old enough to have the authority to agree to form a binding contract with us, your parent or guardian must agree to these Terms on your behalf. If you are a parent or guardian consenting to these Terms on behalf of your teenager, these Terms also apply to you, and you are responsible for your teenager’s activity when using our Services.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this situation, “you” refers to both the entity and each person who is authorized to access the entity’s account.
We may update this Agreement at any time by posting a revised version on our website at phoenixfamily.illenium.com. By continuing to use our Services, you accept any revised Agreement.
3. Description of the Services
Subject to the terms hereof, we agree to provide you with the Services. We provide the Services through our websites, applications, and other properties that we own and operate and use to deliver the Community. The Services consist of the following:
- Enabling you to upload, embed, link, share, and interact with multimedia, including multimedia related to live experiences and multimedia hosted on third-party platforms, made available to the Community by you, Illenium, or other fans of the Community;
- Allowing you to connect with Illenium and other people in the Community through communication, reactions, multimedia experiences, and free and purchasable digital and physical products;
- Using blockchain technology to enrich how multimedia is experienced in the Community, including by transforming such experiences into digital products and/or records of fan recognition or expression;
- Enabling you to establish a personal profile where you may showcase, among other things, your username, digital products you own, your experiences with Illenium’s creative work, and your activity in the Community.
4. Features and tools
Access to features: The specific features of the Community and Services available to you will depend on your level of access to or engagement within the Community. These features, and your requirements for accessing them, may change at any time at our discretion . Features may contain bugs or errors, and may otherwise malfunction. The malfunctioning or removal of any Community feature does not constitute a violation of this Agreement. By using any of the Services, you agree that they may not work properly or may otherwise contain bugs or errors, and they may be modified or discontinued at any time.
Creation tools: We may allow you to use certain tools that allow you to create or modify multimedia files, including but not limited to photos, images, audio files, and videos.
Transactions: We may offer to you (for free or for purchase) physical and digital goods, services, and experiences. Purchases or acceptances of such goods, services, and experiences are governed by these Terms, unless we provide other terms of purchase at the time of sale (“Transaction Terms”). In the event of any express conflict between these Terms and Transaction Terms, the Transaction Terms will govern solely with respect to the relevant transaction and solely to the extent of the conflict.
Developer tools: We may offer application programming interfaces (“APIs”) that developers can use to build applications that are connected to our Services.
Beta Services: We may invite you to try beta, pilot, or limited release features (“Beta Services”). By using any Beta Services, you agree that they may not work properly or otherwise contain bugs or errors, and they may be modified or discontinued at any time.
Third-party websites and services: Within the Community, we may provide or permit links to and integrations with websites or services operated by others. Your use of each third-party website or service is subject to its terms of service, not ours.
Blockchain transactions: a. We use blockchain technology to deliver the Services at our discretion and for several purposes, including (i) to create NFTs and deliver (or “drop”) them to your Digital Wallet, and (ii) to track the ownership and history of NFTs. Once an NFT has been created (whether by you, us, or anyone else) and recorded on a blockchain, the blockchain record of the creation of such NFT is intended to be permanent. However, we do not represent or guarantee that any NFT created by you, us, or anyone else will function as intended.
b. We have no obligation to monitor, audit, or police any smart contracts underlying any NFTs that we, you or anyone else create, nor do we have an obligation to validate the creation of or confirm ownership of any NFTs. We do not guarantee that your NFTs will be compatible with our Services. To the fullest extent permitted by law, we make no representations, warranties or guarantees with respect to any NFTs produced through or otherwise interacting with our Services. To the fullest extent permitted by law, we will not be liable or responsible to you if you cannot use your NFT in connection with the Services or if you cannot connect your Digital Wallet with our Services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ACCEPT NO RESPONSIBILITY FOR, OR LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES, INFORMATION OR DATA, OR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Account creation
Registration: You must create an account to access the Community and receive the Services. To create a Community account, you must provide certain information, including an email address and a Digital Wallet. By creating an account, among other things you agree to receive notices from us at your email address, and NFT “drops” from us to your Digital Wallet. If you provide your mobile phone number to us, you agree to receive personalized and promotional marketing text messages from us at the mobile phone number you provide. You can withdraw your consent to receive text messages by texting “STOP” at any time. Standard message and data rates may apply.
Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for supervising your child’s usage of the Services. If you believe your child is using your account without your permission to access the Community and/or the Services, please contact us immediately at firstname.lastname@example.org so that we can disable access.
6. Account security
You are responsible for all activity associated with your account, including unauthorized activity. Accordingly, you must keep your account credentials safe. You cannot share your account credentials with anyone. If you become aware of unauthorized access to your account, you must notify us immediately at email@example.com
You must connect a Digital Wallet to your account to access the Services. You are solely responsible for keeping your Digital Wallet secure. You are also solely responsible for keeping any private keys and/or seed recovery phrases required to decrypt your wallet secure. You should never share your private keys or seed recovery phrases with anyone, including through the Community or anywhere else we are delivering the Services. We cannot recover lost private keys or seed recovery phrases for your Digital Wallet and are not responsible if you lose access to the Services because you lose your private keys or otherwise lose access to your account.
When you connect a Digital Wallet to your account, you agree that you will continue to use that Digital Wallet under the terms and conditions and privacy policies of the applicable provider of the Digital Wallet. We have no custody or control over the contents of any Digital Wallet, including any NFTs that we create and/or drop or attempt to drop into your Digital Wallet. We also cannot retrieve or transfer any contents of your Digital Wallet. Your use of any Digital Wallet is solely at your own risk. To the fullest extent permitted by law, we accept no responsibility for, or liability to, you, in connection with your use of any Digital Wallet (including with respect to the contents of any Digital Wallet), and, to the fullest extent permitted by law, make no representations or warranties regarding how or whether our Services will operate with any specific Digital Wallet, or with any specific blockchain.
7. Your other responsibilities while using the Services
Your Content: You are responsible for any Content you provide to the Community, including compliance with applicable laws and regulations applicable to you. You should only provide Content that you are comfortable sharing with others, including but not limited to Illenium and other members of the Community.
Your use: You are responsible for your use of the Services, including compliance with any applicable laws and regulations applicable to you.
Your reliance: Any reliance on or engagement with any Content or materials posted in the Community or via the Services, or obtained by you through the Community or Services, is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted in the Community or via the Services, or endorse any opinions expressed in the Community or via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, inappropriate, or fraudulent. You may be exposed to Content that has been mislabeled or is otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted in the Community or via the Services. We do not take responsibility for Content or your engagement with it, regardless whether we have attempted to monitor or control it.
8. Prohibited activities
There are several activities which are expressly prohibited in the Community. You must agree to not engage in the following activities, otherwise we will not provide the Services to you:
- Unauthorized account creation: You cannot create an account for the Community for someone other than yourself unless you have their express permission. You cannot create accounts in an automated way without our express permission. You cannot create an account for the Community that otherwise violates these Terms.
- Impersonation: You cannot impersonate another person or entity, and you cannot provide inaccurate information about yourself or others through the Services.
- Unlawful activity: You cannot use your account to do anything unlawful, misleading, or fraudulent, or for an illegal or unauthorized purpose based on the laws of the jurisdiction(s) applicable to you.
- Interference with our Services: You cannot interfere with our provision of the Services or impair the intended operation of the Services, nor can you disrupt other users attempting to access the Services, or any of our hosts or networks. Interferences and disruptions include sending a virus, overloading, flooding, spamming, or creating automated Content in such a manner that overloads or imposes an undue burden on the Services. Consistent with this requirement, you cannot misuse any reporting or dispute channel, including by creating groundless or fraudulent reports or pursuing groundless or fraudulent disputes.
- Information collection: You cannot attempt to access or collect information in unauthorized ways based on the Terms contained herein. You also may not collect information in an automated way without our express permission.
- Posting about others / violating others’ rights: You cannot post to the Community or otherwise use in the Community someone else’s private or confidential information without their express permission. You may not engage in any activity in the Community that violates someone else's rights (regardless whether that person is a member of the Community), including intellectual property rights.
- Manipulating our Services: You can’t modify, translate, create derivative works of, or reverse engineer our Services or our Community, or their components.
9. Content ownership and licensing
Content ownership: We do not claim ownership of Content you post on the Community or elsewhere using the Services, nor do we intend to interfere with your ownership of your Content. You are free to share your Content with anyone else, wherever and however you want.
Your representations and warranties: You represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights you are granting herein for any Content that you submit, post or display on or through the Services. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
10. Permissions you grant to us
Visible profile: You give us permission to show to other Community members your profile page, including but not limited to your username, profile picture, personal and other geographic information that you choose to share with the Community, information about your past actions in the Community, information about your experiences with and purchases related to Illenium and Illenium’s creative work, your relationships with other Community members, and other information that you choose to share on your profile page, without any compensation to you.
Changing your username: You give us permission to change your username for your account if we think it is appropriate or necessary to do so. For example, we may change your username if it infringes on someone else’s intellectual property or impersonates another Community member.
11. Additional rights we retain
Content incorporating our intellectual property: If you use or make available using our Services Content that implicates our intellectual property rights (for example, images, designs, videos, sounds, music, or data that we provide and that you incorporate into Content you share), we retain all rights to our Content (but not yours).
Source code: You must obtain written permission from us or under an open source license to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.
Removing Content: We reserve the right to remove Content for no or any reason, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment.
Terminating the Services: We reserve the right to suspend or terminate the Services, the Community, at any time and for any or no reason.
Terminating your account: We reserve the right to suspend or terminate your account at any time and for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) your account has been associated with unlawful conduct, (iii) you possible legal or reputational exposure for us; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you if your account is being terminated by email to the email address associated with your account.
The following definitions apply to these Terms:
“Content” means materials, art, design, drawings, images, photos, music, audio, videos, links, polls, text, messages, comments, data, or other assets (in any form or media) made accessible within the Community by you, Illenium or others.
“NFT” means a non-fungible token or similar cryptographic asset implemented on a blockchain, which may use smart contracts to link to, record ownership of, or otherwise be associated with, certain Content or other data.
“Digital Wallet” means a digital wallet that allows you to access blockchain assets, including cryptocurrencies and/or NFTs. This includes those offered by third-parties, such as Magic, Metamask, Rainbow, Coinbase Wallet, and Trust Wallet.
We provide our Services on an "as is" basis, and we can't guarantee that the Community and our Services will be safe or will work perfectly all the time.
TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We cannot control what Community members or others do or say. We cannot be responsible for their actions or yours, or Content that they or you share in the Community or via the Services (including unlawful or objectionable content).
We cannot be responsible for goods, services, products, experiences, or features offered by other people or entities, even if you access them through the Community or via our Services.
14. Limitation of liability
Our liability for anything that happens in the Community or via the Services is limited as much as is permissible under the law. You agree that we won't be liable or otherwise responsible for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we know they are possible. This includes when we delete your Content, information, or account. Our aggregate liability arising out of or relating to these Terms will not exceed the amount you have paid us in the past twelve months.
You agree to defend (at our request), indemnify and hold us and Medallion Arts Inc. (the platform provider that hosts the Community and serves as a data processor to us) harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with these Terms or your use of the Community or the Services more broadly. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
16. Enforceability and waivers
If any aspect of this Agreement is unenforceable, all provisions of this Agreement except those deemed unenforceable will remain in effect.
A failure by us to enforce any aspect of this agreement does not constitute a waiver.
17. Limitation on legal actions
You and we agree that any cause of action arising out of or related to the Community or the Services must commence within one (1) year after the cause of action accrues. After such date, the cause of action is permanently barred.
18. Governing law and legal forum
These Terms and any dispute that arises between you and us will be governed by the laws of United States / or / the State of Colorado, excluding its choice of law provisions. Any dispute related to these Terms, the Community, or the Services will be brought solely in the federal or state courts located in Denver, Colorado, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.