Terms and Conditions
Agreement between User and https://councils.yellowthe.me
Welcome to https://councils.yellowthe.me. The https://councils.yellowthe.me website (the "Site") is comprised of various web pages operated by Yellow Theme, Inc. ("Yellow Theme"). https://councils.yellowthe.me is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of https://councils.yellowthe.me constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
https://councils.yellowthe.me is an E-Commerce Site.
COUNCILS is a collection of digital artworks (NFTs) running on the Ethereum network. This website is only an interface allowing participants to exchange digital collectibles. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the COUNCILS smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. By using this website you are accepting sole responsibility for any and all transactions involving COUNCILS digital collectibles.
Privacy
Your use of https://councils.yellowthe.me is subject to Yellow Theme's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
Ownership
You Own the NFT. Each COUNCILS is an NFT on the Ethereum blockchain. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any COUNCILS NFTs.
Personal Use
Subject to your continued compliance with these Terms, Yellow Theme, Inc. grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your COUNCILS NFT, provided that the marketplace cryptographically verifies each COUNCILS NFT owner’s rights to display the Art for their COUNCILS to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your COUNCILS NFT, provided that the website/application cryptographically verifies each COUNCILS owner’s rights to display the Art for their COUNCILS NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the COUNCILS NFT leaves the website/application.
Commercial Use
Under no circumstances does Yellow Theme, Inc. grant you a licence to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Any attempt to use the art for commercial use will be subject to legal action in accordance with [enter jurisdiction of your choice] and will be considered a breach of these terms.
Intellectual Property
Other than the rights to the Personal Use of the Art, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to Yellow Theme, Inc. including, without limitation, to COUNCILS NFTs, and the associated logos. All of these rights are expressly reserved in the name of Yellow Theme, Inc.
Feedback
You may choose to submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Site (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.
Electronic Communications
Visiting https://councils.yellowthe.me or sending emails to Yellow Theme constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Fees and Payment
If you elect to purchase a COUNCILS NFT through the Site, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.
Children Under Thirteen
Yellow Theme does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use https://councils.yellowthe.me only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
https://councils.yellowthe.me may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Yellow Theme and Yellow Theme is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Yellow Theme is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Yellow Theme of the site or any association with its operators.
Certain services made available via https://councils.yellowthe.me are delivered by third party sites and organizations. By using any product, service or functionality originating from the https://councils.yellowthe.me domain, you hereby acknowledge and consent that Yellow Theme may share such information and data with any third party with whom Yellow Theme has a contractual relationship to provide the requested product, service or functionality on behalf of https://councils.yellowthe.me users and customers.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use https://councils.yellowthe.me strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Yellow Theme that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Yellow Theme or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Yellow Theme content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Yellow Theme and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Yellow Theme or our licensors except as expressly authorized by these Terms.
International Users
The Service is controlled, operated and administered by Yellow Theme from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Yellow Theme Content accessed through https://councils.yellowthe.me in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Indemnification
You agree to indemnify, defend and hold harmless Yellow Theme, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Yellow Theme reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Yellow Theme in asserting any available defenses.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Yellow Theme agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. YELLOW THEME, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
YELLOW THEME, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. YELLOW THEME, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YELLOW THEME, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF YELLOW THEME, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Risk Assumption
You accept and acknowledge each of the following:
A. To the extent that you sell your COUNCILS NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your COUNCILS NFT both positively and negatively. Given the volatility, NFTs such as COUNCILS should not be considered an investment. You assume all risks in that connection.
B. Ownership of a COUNCILS NFT confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. Due to the artistic nature of the project, COUNCILS has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the COUNCILS and the associated art is in compliance with laws and regulations in your jurisdiction.
C. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
D. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your COUNCILS. You understand and accept all risk in that regard.
E. You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
Termination/Access Restriction
Yellow Theme reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Texas in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Yellow Theme as a result of this agreement or use of the Site. Yellow Theme's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Yellow Theme's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Yellow Theme with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Yellow Theme with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Yellow Theme with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Yellow Theme reserves the right, in its sole discretion, to change the Terms under which https://councils.yellowthe.me is offered. The most current version of the Terms will supersede all previous versions. Yellow Theme encourages you to periodically review the Terms to stay informed of our updates.
Contact Us
Yellow Theme welcomes your questions or comments regarding the Terms:
Yellow Theme, Inc.
1619 Rocky Point Dr.
Lewisville, Texas 75077
Email Address:
john@johnjelinek.com
Telephone number:
(469) 682-0146
Effective as of May 11, 2022