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Terms & Conditions

USER AGREEMENT

FOR OPENLOCKER PLATFORM

Last updated: October 31, 2023



This User Agreement (the “Agreement”) is a legal contract between you, an individual user (“you”), and OpenLocker, Inc. (“OpenLocker,” “we,” or “us”). Both you and OpenLocker are referred to individually as a “Party” or collectively as “the Parties.” This Agreement, together with the documents incorporated in this Agreement by reference, govern your use of our Platform. “Platform” means this site, any linked sites operated by OpenLocker.com (collectively, the “Site”), our primary marketplace and any secondary marketplace operated by us or on our behalf, and any mobile app we may make available (the “App”).

 

IMPORTANT NOTICES

 

Before using the Platform, you must accept the terms of this Agreement and our Privacy Policy https://openlocker.io/privacy-policy/ which is incorporated by reference into this Agreement. By using the Platform, you agree that you have read, understood, and accepted the Agreement and Privacy Policy. If at any time you do not agree to the Agreement or Privacy Policy, you may not use the Platform.

 

You must be at least 18 years of age to use the Platform. By using the Platform, you warrant that you are at least 18 years of age and you may legally be bound by this Agreement.

 

OpenLocker may change the Agreement at any time. Changes will be posted on this page, or sent to you by email (as long as you have provided us with your email address). By continuing to use the Platform after changes are posted, you agree to the changes.

 

This Agreement includes information about future changes to these terms, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court.

 

YOU USE THE PLATFORM AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, LEGALITY, AND AUTHENTICITY OF ANY PURCHASES MADE THROUGH THE PLATFORM.

 

This Agreement will remain in effect for as long as you access the Platform or have an account on the Platform. Certain terms will survive after any termination of this Agreement, as discussed in more detail below.

 

  1. Platform Access.
    1. Personal Use Only. The Platform is owned and operated by OpenLocker. You may access the Platform only for your own personal use. You agree and acknowledge that OpenLocker is not a broker or financial institution.
    2. Account Creation. You will need to create an OpenLocker account to access or use the Platform. You agree to provide true, accurate, current, and complete information about yourself in connection with the registration process. You agree that OpenLocker may not be able to deliver your purchases to you, or send you necessary updates, if you do not provide accurate, current, and complete information.
    3. Personal Information. You agree that OpenLocker may collect, store, use, and share your information, including personal information, as described in our Privacy Policy ("Privacy Policy"). The terms of the Privacy Policy are incorporated by reference in this Agreement.
    4. Electronic Communications. By creating an account on our Platform, you agree to receive electronic communications from OpenLocker. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal requirements. We may also send you marketing emails, as described in more detail in our Privacy Policy. You may opt out of receiving these emails as provided in our Privacy Policy.
    5. Connecting to the Platform. You must provide all equipment and software necessary to connect to the Platform. You are solely responsible for any fees, including mobile fees, that you incur when accessing the Platform.
    6. Maintaining Your Account. You are solely responsible for: (1) updating your account information as needed to keep it accurate, current, and complete; (2) maintaining the confidentiality of your password; and (3) notifying us of any security breach of which you become aware, including any unauthorized use of your account, password, or username.
    7. Responsibility for Account Activities.You are solely responsible for all activities that occur on your account, password, and username – whether or not you authorized the activity. You agree to pay any charges associated with your account, password, or username.



  1. No Transfer or Sharing. You may not transfer, sell, or assign your account or any rights in it to any third party. You may not share your account with any third party, and you may not access any third party’s account.



  1. Inactive Accounts. If your account is inactive for one year after the last date of activity, OpenLocker will attempt to return NFTs or funds in your account to you. If we are unable to contact you after reasonable efforts, we will take possession of the contents of your account. We have the right, but no obligation, to deliver the contents of your account to the relevant government authorities in the jurisdiction you have listed as your address.



  1. OpenLocker Rights and Account Management. We reserve the right to:



  • reject the use of any password, username, or e-mail address for any reason in our sole discretion;



  • block multiple accounts created or maintained by the same user;



  • share information related to your account with any competent authority, including as part of compliance with anti-money-laundering and counterterrorism laws; and



  • take any and all actions, as we believe appropriate in our sole discretion, to maintain the security and integrity of the Platform, including, without limitation, suspending or terminating your account and/or requiring additional information to authorize transactions on your account.



  1. Accessibility. The Platform is designed to comply with current accessibility guidelines such as the Web Content Accessibility Guidelines (“WCAG”). Our goal is for the Site to be accessible to all users. If you experience any issues using the Platform, please contact us at contact@openlocker.io.



  1. Additional Terms. Different or additional terms (“Additional Terms”) may apply to certain activities on the Platform, such as participating in auctions, buying or bidding on Bundles (as defined below) or limited edition NFTs, earning rewards, etc.. These Additional Terms are incorporated by reference into this Agreement. You must accept any applicable Additional Terms before using the Platform for these activities. If there is a conflict between the Additional Terms and this Agreement, the Additional Terms will govern.



  1. OpenLocker Services. Subject to your compliance with this Agreement, and with any Additional Terms that apply, OpenLocker provides the following services (the “Services”) on the Platform:



  1. Collectibles and Experiences. From time to time, OpenLocker will create an Experience, such as the opportunity to meet and athlete, and make it available on the Platform for purchase.  

 

OpenLocker reserves the right to substitute an Experience of equivalent or higher value, or remove an Experience from any Collectibles sale and adjust the price accordingly, either before or after the completion of any transaction.



  1. Bundles. OpenLocker may offer multiple collectibles and products, either created by OpenLocker or a third party (“Bundles”) for sale. OpenLocker has the sole discretion to determine the number and type of collectibles and/or products in each Bundle. Before you buy any Bundle, OpenLocker will provide information about the type of products in that Bundle, but will not necessarily list the exact product description. OpenLocker may change the content of any Bundle, on notice to you, at any time before OpenLocker receives final payment for the Bundle. Notice of changes will be posted on this Site and/or on the App. If OpenLocker makes changes to a Bundle, OpenLocker will substitute content of equal or higher value for any content removed.



  1. Earned Items. You may be able to earn Collectibles or Experiences for free by participating in certain challenges, marketing campaigns, or other activities offered by OpenLocker. Any such items will be subject to the terms of this Agreement, as well as any applicable Additional Terms.



  1. No Guarantees. OpenLocker may, in its sole discretion, Collectibles or Experiences from the Platform or restrict their availability. OpenLocker will not be liable for any failure to support, display, or offer any Collectible or Experience on the Platform. The fact that a Collectible or Experience is listed on the Platform does not guarantee that it will be available for purchase, or that its description is accurate or complete. You are solely responsible for asking questions and doing research before making any purchase on the Platform. OpenLocker reserves the right to change pricing or product attributes (including availability), and you agree that OpenLocker’s posting updated information on the Platform will constitute sufficient notice of these changes.



  1. Availability of Purchases. Purchases will be available after you have paid the full purchase price, including all fees.



  1. No Use of. You agree and acknowledge that you have no rights in any Collectibles or Experiences that are purchased using a bot, script, or other automation, regardless of whether OpenLocker has received payment.



  1. Wallet. OpenLocker may link to or make available a hosted online wallet that can be used to generate or link to addresses for storing NFTs (the “Wallet”) that were offered on the Platform prior to July 31, 2023.



  1. The Wallet is supported by OpenLocker’s third party providers, and OpenLocker will not be liable for the acts or omissions of such third parties.



  1. Third party providers’ additional terms and conditions may apply to the Wallet. You agree to comply with any applicable third party terms and conditions, and indemnify OpenLocker for your breach thereof.



  • You are solely responsible for understanding and following the standards and security protocols related to the Wallet. For example, you must save your private keys in a safe place.



  1. Fees for use of the Wallet are listed at openlocker.io.



  1. You represent and warrant to OpenLocker that you are and will be the exclusive user of your Wallet. You may not share your login information with any third party, or permit any third party to make deposits or withdrawals to or from your Wallet.



  1. Transferring NFTs that have been Claimed to a Wallet prior to July 31, 2023.



  1. Transfers From Another Account. If you transfer NFTs from another account (“Transferred NFTs”) to your Wallet, you represent and warrant that you control the other account and have the right to transfer the Transferred NFTs. Transferred NFTs must be compatible with the Wallet. Incompatible Transferred NFTs may be permanently deleted as a result of an attempted transfer. OpenLocker makes no guarantees that any Transferred NFTs will be compatible with the Wallet or the Platform. Transferred NFTs may not be available immediately for sale or use on the Platform.



  1. Transfers To Another Account. If you wish to use your OpenLocker NFTs on another platform (e.g., view or sell them elsewhere), you will need to transfer them to the other platform. You are solely responsible for:



  • ensuring that NFTs in your OpenLocker account can be transferred, and that they are compatible with third party platforms;



  • complying with such third party platforms’ terms of use;



  • understanding and following such third party platforms’ technology and security protocols; and



  • paying any fees due to such third party platforms.



You represent and warrant that you control the other account and have the right to transfer NFTs to it. OpenLocker does not guarantee that NFTs from your OpenLocker account will be transferable to, or functional on, any third party platform.



  1. Third Party Wallets. OpenLocker has no control over third party wallets, and will not be liable for any failures thereof.



  1. Additional Safeguards for Transactions. OpenLocker is not liable if a transaction is delayed or fails due to technical errors, lack of processing capacity, or network failure. OpenLocker reserves the right to do any of the following, immediately and without notice, in its sole discretion, to protect against fraud, system failures, criminal activity, or other risks:



  • limit the number and value of transactions on individual accounts and on the Platform;



  • prohibit transactions from any third party wallet, platform, or system; and/or



  • suspend or terminate any transaction, or require additional verification before completing such transaction.



  1. Third Party Sites. The Platform may include links to other sites or platforms that are provided by third parties (“Third Party Sites”). Links from the Platform are not endorsements, and OpenLocker is not responsible for the content or operation of any Third Party Sites. You access any Third Party Sites at your own risk.



  1. Fees, Payment, and Taxes.



  1. Transaction Fees.Transactions on the Platform are subject to fees, which OpenLocker determines from time to time in its sole discretion. Current fees will be posted at openLocker.io, and may include any or all of the following:



  • Service fees payable to OpenLocker.
  • Credit card fees, if you use a credit card to complete a purchase.



  1. Methods of Payment. Payments on the Platform must be made in US dollars. Payments in US dollars are payable with a credit card, debit card, or other methods approved by OpenLocker in its sole discretion. You authorize us to charge your payment method for the total amount of your purchase price and any related fees.



  1. Third Party Payment Processors. OpenLocker may use third parties to process payments or authorize transactions, and we are not responsible or liable for any acts or omissions of these third parties. Third party providers’ additional terms and conditions may apply to such payments or transactions. You agree to comply with any applicable third party terms and conditions, and indemnify OpenLocker for your breach thereof.



  1. Intellectual Property Rights.



  1. Limited License to Use the Platform. Subject to your full compliance with this Agreement and any Additional Terms, OpenLocker grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access and use the Platform for your personal, non-commercial use only. This limited license does not give you any ownership of, or any other intellectual property interest in, the Platform.




  1. Prohibited Activities.



  1. Use of Platform. You may not:



  • display, repost, distribute, modify, sublicense, sell, or make any non-personal or commercial use of the Platform without OpenLocker’s prior written permission in each case;



  • remove any proprietary notices from the Platform;



  • market or advertise goods or services on the Platform;



  • commit fraud or misrepresentation of any sort, or fail to provide true, accurate, and complete information when using the Platform;



  • misuse any intellectual property of OpenLocker, its suppliers, or any third party;



  • send spam messages to OpenLocker or any user of the Platform;



  • use bots or scripts to make use of the Platform in any way;



  • upload any type of malicious code to the Platform, or use any means to disrupt the Platform’s operations;



  • scrape, data mine, or collect information from the Platform, including but not limited to pricing, and other users’ contact information or usernames;



  • let any third party user your account on the Platform;



  • impersonate any other user of the Platform, or use any other user’s account or login credentials;



  • use the Platform to harass, threaten, libel, or compromise the privacy of any Platform user or third party;



  • upload any material to the Platform that is obscene, pornographic, violent, discriminatory, or otherwise offensive;



  • upload any material to the Platform that contains the name, image, or likeness of an individual who has not given you express prior written permission for this use;



  • use the Platform in any way that is, or may be damaging to, the Platform;



  • use the Platform in any way that negatively affects other users’ access to or experience of the Platform;



  • use the Platform in any way that causes, or may cause, harm to any person or entity; or



  • use the Platform in any way that does not comply with applicable law, this Agreement, or any Additional Terms.






  1. Disclaimers of Warranty.



  1. No Liability for Theft or Loss. Although OpenLocker uses commercially reasonable measures to provide security for the Platform, OpenLocker is not liable for losses or thefts of Collectibles or Experiences due to your acts or omissions, or the acts or omissions of third parties.



  1. Lost Property. OpenLocker has no obligation to you to store any NFT previously offered, Collectible, or Experience, or assist in recovering any lost or deleted NFT, Collectible, or Experience.



  1. No Guarantees of Authenticity. Openlocker makes no guarantees about the identity, legitimacy, or authenticity of any Collectible, or Experience offered on the Platform.



TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, COLLECTIBLES, AND EXPERIENCES ARE PROVIDED AS-IS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. OPENLOCKER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. OPENLOCKER DOES NOT WARRANT THAT THE FUNCTIONS OF THE PLATFORM AND THE MATERIALS CONTAINED HEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE NETWORKS USED TO OPERATE IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOTHING ON THE PLATFORM SHALL BE CONSTRUED AS PROVIDING ADVICE OR RECOMMENDATIONS TO YOU.



UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, OPENLOCKER MAKES NO REPRESENTATION THAT MATERIALS ON THE PLATFORM ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY LOCATION. THOSE WHO CHOOSE TO ACCESS THE PLATFORM DO SO BY THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE INFORMATION CONTAINED ON THE PLATFORM IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY PRODUCT OR SERVICE OFFERED BY OPENLOCKER.



NEITHER OPENLOCKER NOR ANY OF ITS THIRD PARTY PROVIDERS WILL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CLAIMS BASED ON: (A) USER ERRORS, INCLUDING INCORRECTLY PERFORMED TRANSACTIONS OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) ANY UNAUTHORIZED THIRD ACTIVITIES, INCLUDING WITHOUT LIMITATION HACKING OR PHISHING. YOU AGREE AND ACKNOWLEDGE THAT THIS DISCLAIMER IS ESSENTIAL TO OPENLOCKER’S ABILITY TO PROVIDE THE PLATFORM AND RELATED SERVICES.



  1. Indemnification. You agree to defend, indemnify and hold OpenLocker, our affiliates, suppliers, and licensors and each of our respective officers, agents, partners and employees (the "OpenLocker Parties") harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising from: (1) your breach of this Agreement; (2) any claim that you have infringed the rights of a third party (including without limitation intellectual property rights); (3) your violation of applicable law; (4) your acts or omissions in connection with the Platform; and/or (5) your acts or omissions in connection with any NFT, Collectible, or Experience you buy, view or store on the Platform.



  1. Limit on Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL OPENLOCKER OR THE OPENLOCKER PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, ANY COLLECTIBLE, OR ANY EXPERIENCE, EVEN IF OPENLOCKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OPENLOCKER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO OPENLOCKER FOR ACCESSING THE PLATFORM. OPENLOCKER ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE PLATFORM.



  1. DMCA Notices. If you believe your copyright-protected work was posted on the Platform without your consent, you may send us a copyright infringement notification. Only the copyright owner or their authorized agent can send these notifications. Please provide detailed information about the content you believe is infringing, as well as evidence for this claim. This information can be sent to contact@openlocker.io with the subject line “DMCA Request.”



  1. General.



  1. Entire Agreement. This Agreement, together with any additional terms, conditions, or policies referenced in it (including the Privacy Policy and Additional Terms) are the entire understanding between you and OpenLocker regarding the subject matter of this Agreement.



  1. Governing Law. This Agreement is governed by the internal laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction. You submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York for the resolution of any disputes.



  1. Enforceability. If any part of this Agreement is found to be unenforceable, then unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The rest of the Agreement will continue to be fully enforceable.



  1. No Waiver. OpenLocker’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.



  1. Force Majeure. OpenLocker will not be responsible for performing any obligation if prevented from doing so by events outside OpenLocker’s control (“Force Majeure Events”). Force Majeure Events include, but are not limited to: acts of governmental authorities; war or terrorism; any epidemic or pandemic; Internet or blockchain malfunctions; and attacks on networks used to operate the Platform.



  1. Assignment. OpenLocker has the right to assign, transfer, and subcontract its rights and/or obligations under this Agreement without any notification or consent required. However, you may not assign, transfer, or subcontract any of your rights and/or obligations under this Agreement. Your account on the Platform is personal to you and you may not transfer it to any third party.



  1. Arbitration; No Class Action. As a condition of using the Platform, you agree that any and all disputes and claims (arising out of this Agreement (or breach hereof) will be resolved by by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT.




YOU ALSO AGREE THAT ANY DISPUTES WILL BE RESOLVED INDIVIDUALLY AND NOT THROUGH ANY CLASS ACTION. IF A DISPUTE PROCEEDS IN COURT ANYWAY, YOU AND OPENLOCKER BOTH WAIVE ANY RIGHT TO A JURY TRIAL.




NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION, EITHER YOU OR OPENLOCKER MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT.




Survival. The following sections of this Agreement will survive its termination for any reason: 1.4 (Electronic Communications); 1.7(Responsibility for Account Activities); 1.9(Inactive Accounts); 2 (OpenLocker Rights and Account Management); 2.2(Additional Terms); 4.4Additional Safeguards for Transactions); 8.1(Disclaimers of Warranty); 8.4 (Indemnification); 8.5(Limit on Liability); and 9(General).

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