Terms

Welcome to the Terms of Service (these “Terms”) for the website, http://verso.pacegallery.com/ (the “Website”), operated by or on behalf of Pace Gallery LLC (“Pace”) and Mojito Inc (“Company” and collectively with Pace “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, data, information, applications, software, or materials (collectively, “Third-Party Materials”) Pace and/or Company make available to via the Services. Except to the extent that they are preempted by U.S. federal law, the laws of the state of Delaware, excluding conflict-of-laws principles of any jurisdiction, govern these Terms and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.

1.1 Pace Verso NFTs. The Services allow you to purchase a collection of Pace Verso NFTs (“Pace Verso NFTs”) whose ownership is recorded on the Ethereum blockchain or such other blockchain that we may support from time to time. “NFT” means a blockchain-tracked, non-fungible token. The Pace Verso NFTs are associated with metadata, artwork, graphics, images, designs, logos, drawings, photographs, texts taglines or video or audio recordings which for the avoidance of doubt constitute NFT Media (as defined below in Section 5.1). NFT Media associated with Pace Verso NFTs is created by artists curated by Pace (collectively, “Creators”) All right, title and interest in the NFT Media associated with each Pace Verso NFT (including all copyrights, trademark rights and all other intellectual property rights) is owned by Pace or Pace’s Creator licensors. If you Own a Pace Verso NFT, your ownership is limited solely to ownership of the Pace Verso NFT and does not extend to the NFT Media and is subject to your license in the NFT Media as specified in Section 5.1(b). “Own” for purposes of the foregoing, means a Pace Verso NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. The purchase of a Pace Verso NFT may also allow you to access certain other features that may be made available from time to time (collectively, such access and features, the “Additional Features”). For clarity, Pace or Company’s inclusion of the Additional Features does not imply or warrant that they will be available at any other time, and Company and/or Pace may cease providing such Additional Features at any time in their sole discretion. We use a third-party payment services provider, KYC provider, KYT Provider, anti-fraud provider and sales tax solution. You are solely responsible for any actions taken on such website and we shall not be liable for any loss resulting in whole or in part from your use of such provider

1.2 Eligibility. You must be at least 13 years of age or older to use the Services. Children under the age of 13 are not permitted to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. By using the Services, you represent and warrant that you meet this requirement. In furtherance of our policy of not collecting personal information from persons under the age of 13, Users are not allowed to give Company or Pace the personal information of any persons under the age of 13 for any reason.

3.1 Purchases of Offerings. The Services may permit you to purchase and sell Pace Verso NFTs and certain other products or services through the Services such as physical merchandise related to NFTs (collectively, the “Offerings”). All purchases of Offerings via the Services are non-refundable unless specified by the applicable seller of the Offering. You acknowledge and agree that all payment information you provide with regards to a purchase of Offerings is accurate, current and complete. When you purchase Offerings, you agree to pay the price for such Offerings as set forth in the applicable listing for the Offering, and all processing fees, network fees (including gas fees) and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”). All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. You must pay for your purchase via the cryptocurrency or other payment currency designated by the Services. In certain cases, your transaction may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. We are not a cryptocurrency or fiat payment processor. We use third party payment processor services to enable you to purchase and sell Pace Verso NFT’s and certain goods or services. You are solely responsible for any actions taken on such website and we shall not be liable for any loss resulting in whole or in part from such provider. For the avoidance of doubt, unless expressly indicated on the Website, purchase of an NFT will not entitle you to possession of, or any rights in, any physical artwork or other physical item, even if a physical artwork or other item from which the NFT Media was derived exists.

3.2 Auction Terms. In addition to sale at a set price, Pace Verso NFTs may be sold on the Services as part of an auction. We offer different types of auctions, such as English auctions, Dutch auctions, bonding curve auctions, etc. These auctions may occur entirely online/onchain. It is your responsibility to review and understand how each auction works before participating. You will be able to see which NFTs are to be sold as part of the auction and certain auction detail determined by us, including the type of auction. Upon connecting your wallet, you will be able to see additional detail concerning the auction, including whether you are eligible to participate and timing of the auction (ie when it begins and ends and how much time is left). Bidding on the NFTs opens at a determined amount and increases or decreases, as applicable based on the type of auction in bid increments determined by us and engagement by other bidder. n certain circumstances, you may not be able to place a bid that is less than the whole bidding increment above the previous bid plus an additional percentage as determined by us. Bidders can place successive or consecutive bids for an NFT by placing bids in response to other bidders. For standard auctions, if your bid is the highest bid, your funds corresponding to that bid will be locked for so long as you are the highest bidder and you will receive a notification from us. For Dutch auctions, if your bid is the winning bid, your corresponding funds will be locked upon placement of the bid. This includes your bid amount + associated gas fees + any taxes. If you are outbid by a subsequent bidder, your funds except for any gas fees will be automatically returned. If you are a winning bidder, the amount you paid and your wallet address may be displayed. If you do not have sufficient funds to place the bid, you will not be able to participate until your wallet does have sufficient funds. As soon as you place and confirm your bid amount, you agree that you may not be able to amend, retract or revoke your bid. Neither Company nor Pace is responsible for any errors made in your bidding. We reserve the right to be the final decision maker on any disputes arising from purchases via the Services, including in connection with any auctions.

6.1Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. The Services, including their “look and feel” (e.g., text, graphics. You agree that Company, Pace and/or their licensors own all right, title and interest in and to the Services (including the NFT Media, any and all intellectual property rights in the Services and NFT Media) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your Content), including the right to create derivative works.

6.2Ownership of Trademarks. Company’s and Pace’s name, trademarks, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Company, Pace or their affiliates, service providers, Creators or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company or Pace.

6.3Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). In order to operate the Service, Company and Pace must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

8.1Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Company, Pace, their parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, service providers, Creators and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) the operation or compatibility with any other application or any particular system or device; and (c) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (d) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

8.2Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES, SUBSIDIARIES, AFFILIATES AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTIES (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES (WHETER INCURRED DIRECTLY OR INDIRECTLY), ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES ARE NOT LIABLE FOR YOUR CONTENT POSTED ON THE SERVICES. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.3YOU ALSO UNDERSTAND AND AGREE THAT THE COMPANY ENTITIES,OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

9.1 Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

9.2Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Company’s or Pace’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You, Pace and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Any arbitration will be conducted in the English language and the seat of the arbitration shall be New York City, New York. Notwithstanding the foregoing, you, Pace and Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

9.3 Waiver of Class Actions and Class Arbitrations. You, Pace and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you, Pace and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.

9.4Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.

10.1Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

10.2Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Company and Pace will terminate automatically. Additionally, Company and Pace may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Company or Pace deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, or termination of your access to the Services for any reason, Company or Pace may, but is not obligated to, delete any of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Company or you. Termination will not limit any of Company and/or Pace’s other rights or remedies at law or in equity.

10.3Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Company and/or Pace for which monetary damages would not be an adequate remedy and Company and/or Pace shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

10.4California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services 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.

10.5No Professional Advice. Any information provided by or on behalf of us through the Website (including these Terms) is for informational purposes only and should not be construed as professional, accounting, tax or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or on any information provided by or on behalf of us through the Website. Before you make any decision to purchase or sell any NFT, you should consider seeking independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

10.6No Waivers. No failure or delay on our part or on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. We shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.7Certain Restrictions. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the region Crimea), or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You will not be permitted to receive an NFT from us if we learn that such action would be in breach of Export Control and Sanctions Laws.

10.8Force Majeure. Company and Pace will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

10.9 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Company or Pace but may not be assigned by you without the prior express written consent of Company or Pace, as applicable. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9, or if arbitration does not apply, then the state and federal courts located in New York. You, Company and Pace agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.