Decrypt Media, Inc. Culture Club Additional Terms and Conditions

PLEASE READ THESE ADDITIONAL TERMS AND CONDITIONS (these “Terms”) CAREFULLY. If you disagree with any part of these Terms, please refrain from participating in our Program. We may update these Terms from time to time, and may condition your continued participation in the Program on your agreeing to those revised terms.

The terms “Decrypt,” “us,” “our” or “we” refer to Decrypt Media Inc., a Delaware corporation and the provider of a collection of benefits, perks, services and activities under the name of “Culture Club” (the “Program”). The term “you” refers to you in your capacity as an owner of a Culture Club NFT and as an individual Member.

By purchasing a Culture Club NFT or by otherwise participating in Culture Club, you are agreeing to comply with and be bound by these Terms, which together with our Privacy Policy (available at https://decrypt.co/privacy-policy) govern your relationship with Decrypt regarding the Program. Our Privacy Policy is a part of these Terms and is incorporated herein by reference. These Terms shall be binding on any subsequent purchaser of your Culture Club NFT.

By clicking on buttons or boxes labeled “I AGREE …”, “I CONSENT …”, “DOWNLOAD”, “I ACCEPT …” or similar buttons, boxes or links as may be designated by Decrypt, you agree to be bound by electronic signatures and are submitting a legally binding electronic signature that will create a legally binding contract between you and us.

1. Definitions

As used herein, the following terms shall mean:

“Content” means web pages, text, images, photos, audio, video, location data, and all other forms of data or communication.

“NFT” means non-fungible token.

“Member” means the single individual designated by the owner of a Culture Club NFT to receive the benefits of the Program.

“Program Content” means all of the Content that is made available through the Program.

1. Participation

2.1.Eligibility. To access or participate, you must be 18 years or older and have the power and authority to enter into these Terms.

2.2.Program Availability. The Program may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

2.3.Purchase Process, Ownership and Membership.

(a)We may sell Culture Club NFTs in the quantities and for prices that we may change at our sole discretion from time to time.

(b)Each Culture Club NFT entitles its owner to designate a single Member to receive the benefits of the Program.

(c)When a Culture Club NFT is transferred to a new owner, that owner may terminate the previously designated Member by designating a new Member.

(d)Any and all fees paid for a Culture Club NFT are entirely non-refundable.

(e)We take no responsibility for any claims made in connection with resale of any Culture Club NFT.

3.  The Program

3.1. Permission to Participate in the Program. We grant each Member permission to connect to and participate in the Program and both make temporary electronic copies of and display the Program Content for the Member’s own personal, non-commercial purposes, subject to these Terms. Any and all fees paid in connection with your participation in the Program are non-refundable.

3.2. Culture Club Perks. Members shall be eligible to participate in a collection of benefits, perks, services and activities offered by Decrypt in its sole discretion.

3.3. Culture Club NFT.  In order to purchase the Culture Club NFT, you must complete a form to indicate your interest, after which we will whitelist your wallet (your “Wallet”) if you are approved. You will receive a link to verify that you have been whitelisted, and then you will make the required payment and will receive the Culture Club NFT in your wallet. All purchases that you make through the Program are subject to these Terms.

3.4. Responsibility for Your Wallet. You are solely responsible for the security of your Wallet, and you accept all risk of unauthorized access to your Wallet.

3.5 Suspected Security Breach.  You will immediately notify us if you become aware of a security breach or security vulnerability that affects the Program.

4.  Intellectual Property Rights

4.1. Rights Acquired. You will own the Culture Club NFT, ownership of which conveys only the rights expressly granted by this Agreement.

4.2. Program Content. As between you and us, we own the Program Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, any computer code, products, software, and all other elements and components of the Program. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with Program Content, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, alter, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptations of, publicly display or in any way exploit any of the Program Content in whole or in part except as expressly authorized by us.

4.3. Trademarks. “Decrypt”, and all other names, phrases, logos, and icons identifying Decrypt and its programs, products, and services, including any logos, page headers, icons, designs, or trade dress and whether not appearing in large print or with an accompanying symbol, are proprietary trademarks of Decrypt and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Other product and company names mentioned through the Program may be the trademarks and/or service marks of their respective owners. Any use of such marks without the express written permission of Decrypt is strictly prohibited, and nothing stated or implied through the Program confers on you any license or right under any trademark of Decrypt or any third party.

            5.  Usage

5.1.Prohibited Activities. You agree not to, and will not assist, encourage, or enable others to:

(a)Violate these Terms;

(b)Attempt to gain unauthorized access to user accounts, computer systems or networks related to the Program (the “Program Resources”) through hacking, theft, or any other means;

(c)Use any device, software or routine that interferes with the proper working of the Program Resources, or otherwise attempt to interfere with the proper working of the Program Resources;

(d)Use the Program Resources to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Program or Program Resources; or

(e)Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Program Resources or features that enforce limitations on the use of the Program Content or the benefits of the Program.

5.2.Termination of Use. If you violate this Agreement, Decrypt may block your Wallet or IP address, as well as terminate your participation in the Program.

            6.  Feedback

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Decrypt and its users any claims and assertions of any moral rights contained in such Feedback.

            7.  Linked Sites

The Program may include links or access to other websites or services (“Linked Sites”) solely as a convenience to Members. Decrypt does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Decrypt makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

            8.  Your Representations and Warranties

You hereby represent and warrant that:

(a)You have independently researched and are now familiar with the risks associated with blockchain transactions, the use of cryptocurrency and the purchasing of digital assets such as NFTs, including security risks, price volatility and regulatory risks.

(b)You understand that the resale price of the Culture Club NFT is highly uncertain, and it may become worthless.  

(c)You understand that you must provide all required software and hardware required to connect to the Program Resources and benefit from the Program, at your own cost.

(d)The information you have provided about your Wallet is correct.

(e)You are not, and are not acting on behalf of any individual or entity that is:

(i)designated on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or, to the extent applicable, any similar list of sanctioned persons issued by the United Nations Security Council, the European Union or any other relevant governmental authority administering sanctions, including the U.S. Department of State,

(ii)a national or citizen of, organized under the laws of, or resident or operating in any country or territory which is itself the subject of country-wide or territory-wide sanctions, including, but not limited to, as of the date of this Agreement, Iran, Cuba, Syria, Crimea Region of the Ukraine, and North Korea,

(iii)owned or controlled by any individual or entity described in clauses (i) and/or (ii) of this sentence, or

(iv)(a person identified on the United States Department of Commerce, Bureau of Industry and Security's "Denied Persons List" or "Entity List.

            9.  Warranty Disclaimer

9.1.NO WARRANTY IN PROGRAM. THE PROGRAM CONTENT AND PROGRAM RESOURCES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK. DECRYPT MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PROGRAM RESOURCES, THEIR SAFETY OR SECURITY, OR THE PROGRAM CONTENT.

9.2.NO WARRANTY IN THIRD PARTY NFTS OR OTHER PRODUCTS.

(a)OTHER THAN THE CULTURE CLUB NFT, ANY NFT YOU RECEIVE IN CONNECTION WITH THE PROGRAM IS CREATED AND THE RIGHTS ASSOCIATED WITH SUCH NFT ARE DEFINED BY THIRD PARTIES (EACH A “THIRD PARTY NFT”) OVER WHICH DECRYPT HAS NO CONTROL. ANY THIRD PARTY NFT PROVIDED TO YOU AS A PROGRAM BENEFIT OR OTHERWISE IS PROVIDED TO YOU ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. DECRYPT MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, VALUE, OR TECHNICAL INTEGRITY OF ANY THIRD PARTY NFT.  ACCORDINGLY, DECRYPT IS NOT LIABLE TO YOU FOR ANY FAILURE OF ANY THIRD PARTY NFTS,  OR ANY RELATED SOFTWARE ERROR, SMART CONTRACT ERROR, BLOCKCHAIN FAILURE, OR ANY LOSS OF VALUE OF THE NFTS. DECRYPT MAKES NO WARRANTY REGARDING THE OWNERSHIP OR INTELLECTUAL PROPERTY RIGHTS INCLUDED OR EMBODIED IN ANY THIRD PARTY NFT.

(b)ALL NFTS ARE INTANGIBLE AND DO NOT HAVE ANY EXISTENCE OTHER THAN AS ENTRIES MAINTAINED IN THE BLOCKCHAIN.  NFT TRANSFERS DEPEND ON THE PROPER FUNCTIONING OF THE BLOCKCHAIN AND DECRYPT MAKES NO WARRANTY AND ACCEPTS NO LIABILITY WITH RESPECT TO THE PROPER FUNCTIONING OF THE BLOCKCHAIN.

9.3.DISCLAIMER OF WARRANTIES. DECRYPT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF DECRYPT SHALL CREATE A REPRESENTATION OR WARRANTY.  WITHOUT LIMITING THE FOREGOING, DECRYPT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE PROGRAM RESOURCES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM RESOURCES FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THAT THE NFTS, THE ETHEREUM BLOCKCHAIN, AND THE RELATED TECHNOLOGY WILL CONTINUE TO OPERATE OR REMAIN ERROR FREE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR EQUIPMENT OR LOSS OF DATA RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM OR THE PURCHASE OR RECEIPT OF NFTS.

          10.  Limitation of Liability

10.1.DISCLAIMER. DECRYPT DISCLAIMS ANY LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA, IN EACH CASE, EVEN IF DECRYPT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. DECRYPT FURTHER DISCLAIMS ANY LIABILITY AND RESPONSIBILITY IF IT CEASES TO OFFER ANY BENEFITS THROUGH THE PROGRAM.

10.2.No Liability. Neither Decrypt nor any of its officers, directors, employees, partners, agents, affiliates or licensors shall be liable to you or any other person for any damages whatsoever, including any direct, indirect, incidental, special or consequential damages arising out of or relating to your participation in the Program or use of Program Content. If applicable law does not permit exclusion of all damages, then your direct damages arising out of or relating to your participation in the Program or use of Program Content shall be limited to $100.

10.3.Enforceability. If any of the foregoing limits are not enforceable under applicable law, then they shall be construed to provide such limits to the fullest extent permitted by applicable law.

         11.  Indemnification

You agree to indemnify us and our officers, directors, employees, partners, agents, affiliates and licensors from all liabilities, lawsuits, claims, and expenses, including attorneys’ fees (“Claims”), that arise from your breach of these Terms or your use or misuse of the Program or Program Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which event you will cooperate with us in asserting any available defenses.

        12.  Disputes

12.1.Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

12.2.Class Action Waiver. You agree to waive, with respect to any dispute with Decrypt: (a) the right to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; and (b) the right to join or consolidate claims with claims of any other person. The parties agree that no arbitrator shall have authority to conduct any arbitration in violation of this class action waiver or to issue any relief that applies to any other person or entity other than the parties.

12.3.Governing Law. You agree that these Terms or any claim, dispute or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law and equitable claims) between you and Decrypt arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms, the Program, your purchase of NFTs or any related transaction shall, to the maximum extent permitted by applicable law, be governed by the laws of Wyoming, without regard to its conflicts of laws rules. The courts of the State of Wyoming shall have exclusive jurisdiction over any Claim.

12.4.Limitations of Actions. Any Claim must be brought within one year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one year period, such Claim shall be forever barred.

         13.  Copyright Issues

Digital Millennium Copyright Act.  The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that any material residing on or linked to from the Program infringes your copyright, please send (or have your agent send) to Company’s Copyright Agent (as defined below) a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material through the Program (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, the copyright owner’s agent or the law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on such owner’s behalf; and (f) your physical or electronic signature. Company’s Copyright Agent for notification of claimed infringement can be reached as follows:

Copyright Agent

Decrypt Media, Inc.

1712 Carey Avenue 

Cheyenne, Wyoming 82001

Attn: Legal

Company’s Copyright Agent for notification of claimed infringement can also be reached electronically at legal@decryptmedia.com. Company reserves the right to terminate infringers’ and suspected infringers’ accounts or their access to or participation in the Program.  

         14.  Miscellaneous

14.1.Modification of Terms. These Terms may be modified by Decrypt from time to time in its sole discretion.

14.2.Entire Agreement. The Terms contain the entire agreement between you and us regarding your participation in the Program, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

14.3.Waiver. Any failure on Decrypt’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. 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.

14.4.Severability of Terms. If any provision of these Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

14.5.Assignment. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Decrypt’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

14.6.Headings. The section titles in the Terms are for convenience only and have no legal or contractual effect.

14.7.Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Program, please contact us using the information we’ve provided below. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445–1254 or (800) 952–5210.

14.8.Effective Date; Last Update. These Terms are effective as of, and were last modified on, September 12, 2022.