Terms OF SALE

for the Online Sale of Goods and Services

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH NEXTNAME, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms“) apply to the purchase and sale of products and services through https://www.NextName.io (the “Site“). These Terms are subject to change by ILL-NFT, Inc., an Illinois corporation, doing business as NextName (referred to as “NextName”, “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 9).

  1. Products and Services. The Company’s products and services currently include the following products:
    • Digital Collectibles. The Company sells “Digital Collectibles” which means non-fungible tokens (“NFTs”) generated by the Company, and its contractors, and displayed on the Company’s Website as well as other third party websites. The Company’s Digital Collectibles reside on the Flow Blockchain platform (the “Flow Network”). The Company’s Digital Collectibles are created through the use of a smart contract that is entered into between the Company and a “Hosting Service”.  The Company currently uses the following Hosting Services and all Digital Collectibles sold using a Hosting Service are subject to the additional terms and conditions of such Hosting Service which are set forth below:
      • Niftory, Inc.
      • Rarible, Inc.
      • Ozone Networks, Inc. d/b/a OpenSea
    • Licenses Granted. The Company grants to the buyer of a Digital Collectible, and its successors and assigns, the following rights subject to the Terms of Use and these Terms:
      • Upon payment in full for a Digital Collectible, the buyer, and its’ successors and assigns, shall during their period of ownership of the Digital Collectible have a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to store, use, distribute, and display the Digital Collectible, in any and all media, such as on social media platforms, either now known or hereinafter invented or devised;
      • Unless an Endorsement Use is granted in connection with the sale of a Digital Collectible, an owner may only use a Digital Collectible for their own personal, non-commercial, and non-promotional use, and subject to these Terms;
      • You may not alter, modify, or change, the contents of any Digital Collectible.
      • An “Endorsement Use” is a token that is sold to a business for the purpose of providing a business endorsement. An Endorsement Use shall be subject to the terms and conditions of the endorsement concerning the duration, use, and other terms, set forth at the time of sale.
    • Fees. Buying, selling or transferring Digital Collectibles may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of the Company, a Hosting Service, a Digital Wallet, a Payment Processor, or other third party service provider. On the date of initial publication of these Terms, Fees include: (a) service fees established by and payable to the Company; (b) commissions on secondary sales of Digital Collectibles, established by and payable to the creators of such Digital Collectibles; (c) “gas” (fees paid to the Flow Network for the use of their network); and (d) transaction fees charged by the Hosting Service.  Fees may be adjusted from time to time in the sole discretion of the Company and the third party providing such services. Commissions are set in the sole discretion of the Company and may range from 0% to 100%; in the event that a User acquires a Digital Collectible with a 100% commission, the User will be unable to collect any proceeds of a sale of that Digital Collectible on the Company’s platform. “Gas” fees are set by the User through the User’s independent Digital Wallet application, based on the market conditions. Unless otherwise set forth at the time of sale, a ten percent (10%) commission shall apply to any resale of a Digital Collectible.
    • Digital Wallets. Digital Collectibles purchased on the Company’s Website can be accessed and displayed through a third-party digital wallet provider that may be downloaded on, or linked to, the Company’s Website (“Digital Wallet”). Wallets are not operated by the Company and the Company will have no control over the contents of your Digital Wallet, or any ability to retrieve or transfer its contents. The Company has no responsibility for, or liability to you, in connection with your use of a Digital Wallet and makes no representations or warranties regarding how the our service will operate with any specific Digital Wallet. You are solely responsible for keeping your Digital Wallet secure and you should never share your Digital Wallet credentials or seed phrase with anyone. If you discover an issue related to your Digital Wallet, please contact your Digital Wallet provider. Likewise, you are solely responsible for your user account with us and any associated Digital Wallet and we are not liable for any acts or omissions by you in connection with your user account or as a result of your user account or Digital Wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to our service or your user account.
    • Infringement Claims. In the event that a Digital Collectible purchased on our Website becomes the subject of an infringement or other legal claim, including but not limited to a copyright, trademark, or patent infringement (an “IP Claim”), a claim for the misappropriation of a person’s name, image, voice, or likeness (an “NIL Claim”), or any other legal claim (an “Other Legal Claim”), the Company shall have the right to terminate all licensing rights granted pursuant to these Terms and may require any owner of the Digital Collectible to destroy or “burn” such Digital Collectible by posting written notice of the termination of rights on the Company’s Website (“Notice of Termination of Rights”). The Company may offer, but shall not be legally required to offer, a refund to the owner of such Digital Collectible upon the transfer of such Digital Collectible to the Company. Any owner of a Digital Collectible that continues to store, use, distribute, transfer, or display such Digital Collectible following publication of such Notice of Termination of Rights shall be liable to the Company for such use, distribution, transfer, or display of such Digital Collectible.
  2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
  3. Prices and Payment Terms.
    • Prices posted on this Site may be different than prices offered by us on other Hosting Services. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
    • We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
    • The following terms may be used by us to communicate pricing information:
      • “Bid Price” references a price being offered in connection with the auction of our product or service and is not a final price, but rather an offer to purchase at that price subject to other Users making higher offers to purchase the product or service.
      • “Fixed Price” references our normal price for a product or service.
      • “Sale” refers to a reduced price for a product or service.
      • “Clearance” refers to a reduced price for a product or service that will be discontinued.
    • Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We use a third party payment processing company [(Stripe)] for sales of our products and services. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
  4. Shipments; Delivery; Title and Risk of Loss.
    • We will arrange for the delivery of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges of any tangible products specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
    • Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
  5. Returns and Refunds. Except for products containing a material defect, all product and service sales are final and may not be returned to the Company for a refund.
  6. Warranty and Disclaimers. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any person, company, product, service or other party. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site.

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

  1. Limitation of Liability. WE HAVE BEEN GIVEN ASSURANCES OF PRODUCT SALABILITY, MERCHANTIBILITY, AND COMPLIANCE FROM THE MANUFACTURERS.] IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.

  1. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
  2. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy found at http//:www.nextname.io/privacy policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
  3. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  4. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.
  5. Dispute Resolution and Binding Arbitration.
    • YOU AND NEXTNAME, ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

  • The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

We will be responsible for paying any individual consumer’s arbitration fees/If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

  • You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
  • You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR NEXTNAME WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

  1. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
  2. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of NextName.
  3. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
  4. Notices.
    • To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
    • To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier, or registered or certified mail to [legal@beta.nextname.io]. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery or email will be effective upon receipt. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
  5. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
  6. Entire Agreement. These Terms, the license agreement relating to any product or service you obtain on or through this Site, our Website [Terms of Use] and our [Privacy Policy] will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.