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Terms of Service

INTRODUCTION
These Platform User Terms of Service (these "Terms") govern your access to and use of certain products, services and properties made available by Sturdy Exchange Corporation (“Sturdy,” “we,” “us” or “our”). (As used herein, the term “you” (including any variant) refers to each individual who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms.) Our products, services and properties include, without limitation, the creation, purchase, sale, exchange, or modification of certain digital and tangible assets, our online and/or mobile services, and software provided on or in connection with those services (collectively, the“Platform”). Certain features of the Platform may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into these Terms. If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.

STURDY OFFERS A PLATFORM FOR CREATORS, BUYERS, AND SELLERS OF DIGITAL ASSETS AND ANY PRODUCTS, SERVICES AND/OR BENEFITS, WHETHER DIGITAL OR OTHERWISE, TO BE FURNISHED BY OR ON BEHALF OF SELLERS IN CONNECTION WITH SUCH SALES. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE PLATFORM IS AN ADMINISTRATIVE PLATFORM ONLY. STURDY FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OR OTHERWISE BETWEEN ANY USERS OF THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, IF YOU USE THE PLATFORM TO MAKE A PURCHASE, THE SELLER SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THESE TERMS WITH RESPECT TO THE COLLECTIBLE(S) SOLD AND SELLER’S RIGHTS WITH RESPECT THERETO. STURDY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROCURE THAT BUYERS SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF STURDY’S AGREEMENT(S) WITH SELLERS OF COLLECTIBLES FOR THE PURPOSE OF ENFORCING BUYERS’ RIGHTS WITH RESPECT THERETO. YOU AGREE THAT STURDY SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY SELLER OF A COLLECTIBLE IN RESPECT OF THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY COLLECTIBLE.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF COLLECTIBLES YOU PURCHASE THROUGH THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, STURDY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF COLLECTIBLES OFFERED FOR SALE ON OR THROUGH THE PLATFORM.

PLEASE READ SECTION 20 OF THESE TERMS CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.

PLEASE BE AWARE THAT SECTION 3(d) OF THESE TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING EMAIL COMMUNICATION.

THESE TERMS OF USE ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, MINTING OR OFFERING COLLECTIBLES FOR SALE THROUGH THE PLATFORM, PURCHASING COLLECTIBLES THROUGH THE PLATFORM, AND/OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. If you do not agree to these Terms, you may not access or use the Platform or Mint or purchase any Collectibles.

Please refer to our Privacy Policy for information about how we collect, use and share personal information about you. By submitting data through the Platform, you expressly consent to the collection, use and disclosure of your personal data in accordance with the Privacy Policy.

Sturdy reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Platform or updating the “Last Updated” date at the beginning of these Terms. Such changes will be effective immediately for new users of the Platform. For individuals who have created an Account (each, a “User”) such changes will be effective the earlier of (a) thirty days after we post notice of such changes or (b) when you affirmatively accept such changes. By continuing to access or use the Platform at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform. If you do not agree to the revised Terms, you may not access or use the Platform.

Our Platform The Platform is an online platform on which an individual can mint, display, purchase or offer to purchase, and sell or offer for sale non-fungible tokens (“NFTs”) implemented on the Flow blockchain (the “Blockchain Platform”) using smart contracts, and any non-digital products, services and/or benefits to be furnished by or on behalf of sellers in connection with the sale of such NFTs (collectively, “Utilities”). NFTs Minted on the Platform and any Utilities offered in connection with such NFTs are, collectively, “Collectibles.” You may only participate in the Minting, purchase or sale of any Collectible by registering for an Account, as described below.

Account Registration; Consent to Electronic Communication In order to use certain features of the Platform you will need to register for an account on the Platform (“Account”). You must be eighteen (18) years old to register for an Account. By creating an Account, you agree to (i) provide accurate, current, and complete Account information about yourself, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Platform or your Account. You may not have more than one Account, and Sturdy reserves the right to block multiple accounts of the same User.

You agree that you will not:
buy, sell, rent, or lease access to your Account or username without our written permission; register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; share your Account password with anyone; or log in or try to log in to access the Platform through unauthorized third party applications or clients.

Sturdy may require you to provide additional information and documents at the request of any competent authority or in order to help Sturdy comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Sturdy may also require you to provide additional information and documents in cases where it has reasons to believe that: Your Account is being used for money laundering or for any other illegal activity; You have concealed or reported false identification information and other details; or
Transactions effected via your Account were effected in breach of these Terms. In such cases, Sturdy, in its sole discretion, may pause or cancel your transactions until such requested additional information and documents have been reviewed by Sturdy and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Sturdy may refuse to provide any Collectible, Content, product, service, and/or further access to the Platform to you.

By creating an Account, you consent to receive electronic communications from Sturdy (e.g., via email or by posting notices to the Platform). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, any requirements that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

When you register for an Account, you hereby represent and warrant, to and for the benefit of Sturdy and its affiliates, as follows: Authority. You have all requisite capacity, power and authority to enter into and perform your obligations under these Terms, including to Mint, list, buy, sell or trade any Collectibles as applicable. The execution, delivery and performance of, and the performance of your obligations under, these Terms have been duly authorized by all necessary action on your part and on the part of any entity on behalf of which you are entering into these Terms, and no other proceedings are necessary to authorize the execution, delivery or performance of your obligations under these Terms.
Due Execution. These Terms constitute your legal, valid and binding obligation, enforceable against you in accordance with these Terms.
Accuracy of Information. All information provided to Sturdy, including any address and social security number or tax ID number, is accurate and complete. None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into these Terms; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into these Terms (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with these Terms is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac , or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
Non-Contravention. These Terms do not, and the performance of your obligations under these Terms and your Minting, listing, buying, selling or trading of any Collectibles will not: (i) if you are entering into these terms on behalf of an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any legal requirement applicable to you or to any of the assets owned or used by you; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the Minting, listing, buying, selling or trading of any Collectibles. Additionally, you have conducted an independent investigation of the Platform and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing and, in making the determination to Mint, list, buy, sell or trade any Collectibles using the Platform, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including NFTs and cryptocurrencies, are evolving, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the Collectibles) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Sturdy, in determining to enter into these Terms, Mint, list, buy, sell or trade any Collectibles or use the Platform. Litigation. There is no legal proceeding pending that relates to your activities relating to the Minting of NFTs or other token- or digital asset- trading or blockchain technology related activities.
Intellectual Property and Related Matters. You are the sole and exclusive owner of all right, title and interest in and to all rights, including intellectual property rights, incorporated into or otherwise used, held for use or practiced in connection with (or planned by you to be incorporated into or otherwise used, held for use or practiced in connection with) any Collectible that you Mint and any Utilities associated therewith, other than any intellectual property rights that are validly licensed (or provided on a hosted basis) to you pursuant to valid and binding licenses granted to you. Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or Minting NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to Minting NFTs.

You must provide all equipment and software necessary to connect to the Platform. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Platform.

Minting, Purchasing, and Selling Collectibles
Minting a Collectible. A User who has entered into a separate written agreement with Sturdy regarding the offering of Collectibles on the Platform (a “Creator”) may be able to use the Platform to create or issue (“Mint”) a Collectible on the Blockchain Platform. By Minting a Collectible or otherwise using the Platform, you agree to comply with any terms, including licenses or payment rights, that you embed within or otherwise include with the Collectible, and to disclose fully all such terms in the description of your listing of the Collectible on the Platform. Certain additional terms may apply to your use of the Platform to Mint Collectibles. The Platform includes a marketplace, and Sturdy is not and shall not be a party to any transaction or dispute between the Creator of a Collectible and any actual or prospective purchaser or owner of that Collectible, whether arising from any rights granted in that Collectible or otherwise.

Purchasing a Collectible. A User may be able to use the Platform to offer to purchase or to purchase one or more Collectibles (i) from a Creator during a scheduled release; or (ii) from another User in a Secondary Sale (as defined below). By purchasing a Collectible, you agree to comply with any terms, including license restrictions and fees, that are embedded within or otherwise included with the Collectible (“Collectible Terms”). You further agree to any payment terms or other terms as set forth at point of sale. Please review carefully the terms of purchase of any Collectible before purchasing, including any Collectible Terms, payment rights, Secondary Sale Fees (as defined below), or Utilities relating to or incorporated into the Collectibles. Sturdy is not a party to any transaction on the Platform between sellers and actual or prospective purchasers, and any dispute related to a purchase of a Collectible on the Platform shall be between the seller and actual or prospective purchasers of such Collectible.

Selling a Collectible. A User may be able to use the Platform to offer to sell or to sell one or more Collectibles that they have previously purchased on the Platform. By listing a Collectible to sell on the Platform, you represent and warrant that you have the rights to sell such Collectible, and further acknowledge and agree to comply with any Collectible Terms (including, to the extent within Users control, making actual and prospective purchasers aware of same)as well as any Supplemental Terms set forth at point of listing.

Pricing; Payments
All pricing and payment terms are as indicated at point of sale or otherwise on the Platform, and any payment obligations you incur are binding at the time of purchase.

You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.

Sturdy may charge a fee to the seller of any Collectible listed for sale on the Platform (“Listing Fee”). The amount of such Listing Fee may be expressed as an absolute value or as a percentage of the amount received by the seller for such Collectible, in each case as indicated at the point of listing for such Collectible for sale on the Platform.

In connection with any subsequent sale of a Collectible after its initial sale on the Platform (each such sale, a “Secondary Sale”), fees may be due to Sturdy from the seller of such Collectible (“Secondary Sale Fee”). Such Secondary Sale Fee may be coded into the Collectible and may apply to all Secondary Sales of the Collectible, whether or not such Secondary Sale takes place on the Platform. Please carefully review the terms of any Secondary Sale Fee before purchasing any Collectible.

In certain instances Sturdy may accept, process, and settle payments made in cryptocurrency. In order to purchase a Collectible using cryptocurrency, you must connect a supported digital wallet to the Platform. In order to purchase a Collectible using a digital wallet, you may be required to download a supported bridge extension in order to connect and unlock your digital wallet through the Platform. Whether a particular cryptocurrency is accepted as a payment method by Sturdy is subject to change at any time in Sturdy’s sole discretion.

In certain instances Sturdy may accept, process, and settle payments of fiat currency via credit card, wire transfer or other method. You may be able to use your digital wallet to purchase, store, and engage in transactions using fiat currency.

Transactions that take place on the Platform are managed and confirmed via the Flow Network, facilitated by Circle Internet Financial, Inc. or another payment processor that we engage to facilitate transactions (collectively, the “Payment Processor”). You understand that your Flow Network public address may be publicly visible whenever you engage in a transaction on the Platform. We have no control over payments or transactions, nor do we have the ability to reverse or refund any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Payment Processor. Your use of the Payment Processor to make payments or transactions is subject to the Payment Processor’s then-current terms and conditions.

Transactions on the Flow Network may require the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Flow Network. You may need to pay a Gas Fee for each transaction that you initiate via the Platform. The amount of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Sturdy. You acknowledge and agree that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

Sturdy may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular cryptocurrency is accepted as a payment method by Sturdy is subject to change at any time in Sturdy’s sole discretion.

Appointment of Sturdy as Limited
Payments Agent. By using the Platform to Mint a Collectible or to purchase any Collectible that grants payment rights to its bearer, you hereby appoint Sturdy as your limited payments agent for the sole purpose of receiving, holding and settling payments due and owed to you arising out of (i) the Minting of Collectibles through the Platform; (ii) any Secondary Sale of Collectibles; and (iii) any right to receive payment due to you as the owner of a Collectible. Subject to the terms of this Agreement, Sturdy will process such payments and settle payments that are actually received by Sturdy, less any amounts owed to Sturdy, including taxes, fees and other obligations. You agree that a payment received by Sturdy on your behalf satisfies the payor’s obligation to make payment to you, regardless of whether Sturdy actually settles such payment to you. If Sturdy does not settle any such payments to you as described in these Terms, you will have recourse only against Sturdy and not the payor, as payment is deemed made by the payor to you upon constructive or actual receipt by Sturdy.

Ownership
Unless otherwise indicated in writing by us, the Platform and all content and other materials contained therein, including, without limitation, the Sturdy logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Sturdy or our affiliates, licensors or Users, as applicable.

Notwithstanding anything to the contrary in these Terms, the Platform and Content may include software components provided by Sturdy or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

The Sturdy logo and any Sturdy product or service names, logos or slogans that may appear on the Platform are trademarks of Sturdy or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Sturdy,” “Sturdy Exchange,” or any other name, trademark or product or service name of Sturdy or our affiliates without our prior written permission. In addition, the look and feel of the Platform and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Sturdy and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Sturdy names or logos mentioned on the Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Sturdy.

Licenses Granted to You You
are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Platform and Content for your own personal, non-commercial use; provided, however, that such license is subject to these Terms and does not include any right to (i) sell, resell, or use commercially the Platform or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Platform or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Platform or Content, except as expressly permitted by us, and (vi) use the Platform or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 11 below.

You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray Sturdy or our affiliates or any of our Platform, Content, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in Sturdy’s sole discretion. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Sturdy to link to the Platform or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Sturdy trademark, logo or other proprietary information, including the images found on the Platform, the content of any text or the layout or design of any page, or form contained on a page, on the Platform without our express written consent.

Your rights in Collectibles sold or offered for sale on or through the Platform may be subject to certain restrictions or limitations, as determined by the Creator or by us and as stated on the Platform. Your rights in any Collectible that you purchase through the Platform are limited to those rights expressly granted in the license as listed at point of sale or otherwise through the Platform. Sturdy does not guarantee that any Collectibles Minted on the Platform will be transferable to or accessible through any other platform or service.

USER CONTENT
The Platform may include the ability for you to make certain content available on or through the Platform (“User Content”). If you choose to make User Content available on or through the Platform, you hereby grant Sturdy a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, such User Content (in whole or in part) for the purposes of (i) providing the Platform, including making User Content available to other Users in accordance with your elections on the Platform; and (ii) improving the Platform. You also hereby grant each other User of the Platform a non-exclusive license to access your User Content through the Platform, and to use, reproduce, distribute, display and perform such User Content solely as permitted through the functionality of the Platform and under these Terms. You are solely responsible for any User Content you provide. You represent and warrant that such Content will not be libelous or defamatory and that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Platform. You agree that such User Content will not contain material the use of which as permitted herein is violative of copyright or other proprietary rights. Sturdy has no responsibility for the User Content posted or listed via the Platform, although Sturdy reserves the right (but Sturdy has no obligation) to remove any User Content for any reason or for no reason, including in the event that Sturdy determines Content to be in violation of these Terms.

Third-Party Services; Third-Party Terms
The Platform may contain links to third-party properties (“Third-Party Properties”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Property or Third-Party Application, you are subject to the terms and conditions (including privacy policies) of another property or application. Such Third-Party Properties and Third-Party Applications and are not under the control of Sturdy. Sturdy is not responsible for any Third-Party Properties or Third-Party Applications. Sturdy provides links to these Third-Party Properties and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties or Third-Party Applications, or their products or services. You use all links in Third-Party Properties, and Third-Party Applications at your own risk. When you leave our Platform, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Properties or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

The Platform and Content may include components, including software components, that are provided by a third party and that are subject to separate license terms, in which case those license terms will govern your access to and use of such components. For example, when you click to get more details about a Collectible, you may see a link to the Third-Party Property hosted by the Creator of such Collectible. Our Platform and/or any Third-Party Property may include terms governing the use of such Collectible, including license terms. In the event you purchase such Collectible through our marketplace, you are required to comply with the terms that govern such Collectible, which may be different from these Terms.

Acceptable Use Policy
You agree that you are solely responsible for your conduct while participating in the purchase or sale of Collectibles or otherwise accessing or using the Platform. You agree that you will abide by these Terms and will not:

Provide false or misleading information to Sturdy;

Use or attempt to use another User’s Account without authorization from such User and from Sturdy;

Create or list counterfeit Collectibles;

Pose as another person or create a misleading username;

Circumvent or attempt to circumvent any limitations or restrictions placed on promotions offered by Sturdy;

Use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Platform, or that could damage, disable, overburden or impair the functioning of the Platform in any manner;

Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Platform;

Reverse engineer any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform;

Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Platform that you are not authorized to access;

Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Platform, extract data or otherwise interfere with or modify the rendering of Platform pages or functionality;

Collect or harvest data from our Platform that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;

Use data collected from our Platform for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

Bypass or ignore instructions that control all automated access to the Platform;

Use the Platform for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms;

Use a Blockchain Platform to carry out any illegal activities in connection with or in any way related to your access to and use of the Platform, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of a Blockchain Platform used by the Platform, or the Platform itself;

Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
trading a Collectible at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Collectible, unduly or improperly influencing the market price for such Collectible trading on the Platform or establishing a price which does not reflect the true state of the market in such Collectible;
executing or causing the execution of any transaction in a Collectible which involves no material change in the beneficial ownership thereof; entering any order for the purchase or sale of a Collectible with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Collectible, has been or will be entered by or for the same or different parties; or
participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Collectible;

Use the Platform to carry out any financial activities subject to registration or licensing, including but not limited to using the Platform to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions; or Use the Platform to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners any rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards prohibited by law or regulation, or otherwise in Sturdy’s sole discretion, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts.

LISTING GUIDELINES
Sturdy has the right, but not the obligation, to remove any listing at any time. Sturdy exercises its sole judgment in allowing or disallowing certain assets, listings, smart contracts, and collections.

Collectibles, listings, smart contracts, collections, and other User Content that Sturdy in its sole discretion deems inappropriate, disruptive, or illegal are prohibited on the Platform. Sturdy reserves the rights to determine the appropriateness of listings on its site and remove any User Content, including any listing, at any time. If you create or offer a Collectible, listing, smart contract, or collection in violation of these policies, we reserve the right to take corrective actions, as appropriate, including but not limited to removing the asset, listing, smart contract, or collection, deleting your Account, and permanently withholding any other payments due and owed to you. Sturdy reserves the right to destroy inappropriate or illegal metadata, including any Collectible that was Minted, purchased or sold in violation of these Terms, that is stored on our servers.

The following User Content is prohibited on the Platform, whether included in or made available in or through Collectibles, listings, smart contracts, or collections that include metadata, or otherwise:
content that violates international or United States intellectual property laws; content that promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States; content with a primary or substantial purpose in a game or application that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States; content created or used primarily or substantially for the purpose of raising funds for known terrorist organizations (as listed on https://www.state.gov/foreign-terrorist-organizations/ or as may be determined by Sturdy from time to time in its sole discretion); as determined in our sole and absolute discretion, NSFW content and other content that is intended to be age-restricted. Collectible names, listings and their descriptions, smart contract names, and collections including profanity or overtly sexual content are prohibited. A smart contract that contains NSFW content is subject to being marked NSFW, even if the NSFW content only represents a portion of the content on the smart contract; content that includes stolen assets, assets taken without authorization, and otherwise illegally obtained assets, all including but not limited to Collectibles. Listing illegally obtained Collectibles may result in your listings being cancelled, your Collectibles being hidden, or your Account being suspended If you have reason to believe that an asset listed on the Platform was illegally obtained, please contact us immediately; and content that is illegal or offensive, or content that includes or uses profanity or graphic language. If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this section, please contact us at support@sturdy.exchange to report it.

Copyright
Sturdy respects the intellectual property rights of third parties and requires others to do so as well. Sturdy will investigate notices of claimed copyright infringement and other intellectual property violations that it receives and take necessary actions under the Digital Millennium Copyright Act regarding any asserted or actual infringement. If you believe that your intellectual property has been used on the Platform in a way that constitutes infringement, please provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on our Platform of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Such information may be sent to dmca@sturdy.exchange.

Investigations
If Sturdy becomes aware of any possible violations by you of these Terms, Sturdy reserves the right to investigate such violations. If, as a result of the investigation, Sturdy believes that criminal activity may have occurred, Sturdy reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Sturdy is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including User Content, in Sturdy’s possession in connection with your use of the Platform, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms, (iii) respond to any claims that User Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Sturdy, its Users, or the public, and all law enforcement or other government officials, as Sturdy in its sole discretion believes to be necessary or appropriate. By agreeing to these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Platform, including without limitation text, voice, or video communications. Sturdy retains the absolute right, but Sturdy has no obligation, to terminate the Account and remove the User Content of any user of the Platform who Sturdy determines to have violated these Terms or any other agreement between Sturdy and such user or infringed our rights or those of any third party.

Release
You hereby release and forever discharge Sturdy and our officers, employees, agents, successors, and assigns (the “Sturdy Entities”) 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 Platform (including any interactions with, or act or omission of, other Users or any Third-Party Properties or Third-Party Applications). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”

ASSUMPTION OF RISK RELATED TO COLLECTIBLES You acknowledge and agree that:

The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Collectibles, which may also be subject to significant price volatility. We cannot and do not guarantee that any purchasers of Collectibles will not lose money.

You are solely responsible for determining what, if any, taxes apply to transactions involving your Collectibles. Neither Sturdy nor any other Sturdy Entity is responsible for determining the taxes that may apply to transactions involving Collectibles.

Collectibles exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Collectibles. Our Platform does not store, send, or receive Collectibles. Any transfer of Collectibles occurs within the supporting blockchain and not on the Platform.

There are risks associated with using digital 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 digital wallet.

The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform and the utility of Collectibles.

There are risks associated with purchasing user-generated User Content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.

Sturdy reserves the right to hide collections, contracts, and assets that Sturdy suspects or believes may violate these Terms. Collectibles you purchase may become inaccessible on the Platform. Under no circumstances shall the inability to view your assets on the Platform serve as grounds for a claim against Sturdy. Sturdy has no responsibility for the Collectibles Minted, sold, bought or traded on the Platform. Sturdy does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded on the Platform. For the avoidance of doubt, Sturdy shall have no responsibility for any failure of any User to comply with any terms regarding the authenticity, originality, uniqueness, scarcity or other description or characteristics of the Collectible furnished by or on behalf of that User and available via the Platform.

Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Sturdy and the Sturdy Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Platform, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, User Content or Collectibles, (b) any feedback you provide, (c) your violation of these Terms, and (d) your violation of the rights of any third party, including another user. You agree to promptly notify Sturdy of any third-party Claims and cooperate with the Sturdy Entities in defending such Claims. You further agree that the Sturdy Entities shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND STURDY.

Disclaimers
THE PLATFORM, CONTENT CONTAINED THEREIN, AND COLLECTIBLES LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. STURDY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. STURDY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE PLATFORM OR ANY CONTENT CONTAINED THEREIN. STURDY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM. WHILE STURDY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM AND CONTENT SAFE, STURDY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, OR ANY COLLECTIBLES LISTED ON OUR PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE PLATFORM. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF COLLECTIBLES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR COLLECTIBLES.

FROM TIME TO TIME, STURDY MAY OFFER NEW “BETA” FEATURES OR TOOLS. SUCH FEATURES OR TOOLS ARE OFFERED “AS IS” AND WITH ALL FAULTS, SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT STURDY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT STURDY OR ANY STURDY ENTITY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY COLLECTIBLES. WE CANNOT AND DO NOT GUARANTEE THAT ANY COLLECTIBLE WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY COLLECTIBLE PURCHASED THROUGH THE PLATFORM.

Sturdy is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of or inherent to the Collectibles. Sturdy is not responsible for casualties due to developers or representatives delay or failure to report any issues with any blockchain supporting Collectibles, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL STURDY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE PLATFORM, ANY COLLECTIBLES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF STURDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF STURDY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE PLATFORM, CONTENT (INCLUDING YOUR CONTENT), OR ANY COLLECTIBLES PURCHASED OR SOLD THROUGH THE PLATFORM EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO STURDY BY YOU IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Dispute Resolution; Arbitration.
Dispute Resolution. Please read the arbitration agreement in this section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. You agree that all claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any Platform provided by Sturdy that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Sturdy, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written notice describing the nature and basis of the claim or dispute and the requested relief (“Notice of Dispute”). A Notice of Dispute to Sturdy should be sent to: Sturdy Exchange Corporation, 156 N. Larchmont, Los Angeles, CA. 90004. After the Notice of Dispute is received, you and Sturdy may attempt to resolve the claim or dispute informally. If you and Sturdy do not resolve the claim or dispute within thirty (30) days after the Notice of Dispute is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Sturdy made to you prior to the initiation of arbitration, Sturdy will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits. If you or Sturdy pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Sturdy, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement; and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable; and shall also have the authority to grant motions dispositive of all or part of any claim. The exceptions to the preceding sentence are (1) all disputes arising out of or relating to the class action waiver, including any claim that all or part of the class action waiver is unenforceable, illegal, void or voidable, or such class action waiver has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) all disputes arising out of or relating to the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all disputes arising out of or relating to whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator. 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 AAA Rules, and these Terms. 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 Sturdy. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Sturdy in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND STURDY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY 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 subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the courts of Los Angeles County, California. All other claims shall be arbitrated.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, 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.

Right to Opt Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to: support@sturdy.exchange Such notice must be given within 30 days after first becoming subject to a version of these Terms containing an arbitration provision. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of arbitration, all other parts of these Terms will continue to apply to you. Opting out of arbitration has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Sturdy.

Small Claims Court. Notwithstanding the foregoing, either you or Sturdy may bring an individual action in small claims court.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose.

General
We reserve the right in our sole discretion to modify, suspend, or discontinue the Platform, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. These Terms, and your access to and use of the Platform, shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts sitting in Los Angeles County, California. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Platform at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. Your relationship to Sturdy is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Sturdy. Sturdy’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of Sturdy and you and are not intended to confer third party beneficiary rights upon any other person or entity.

Contact Information
Sturdy Exchange Corp.
156 N. Larchmont,Los Angeles, CA. 90004
hello@sturdy.exchange

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