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TERMS & CONDITIONS

 

 

WEBSITE TERMS OF USE

MetaFrames LLC is a limited liability company registered in Delaware, United States of America with file number 6781695 (the "Company"). The Company operates the Site: https://www.maradonaofficial.io (the "Site").

  1. Understanding these terms of use

    1. These terms of use (these "Terms") describe how you may access and use the Site.

    2. When certain words and phrases are used in these Terms, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).

    3. In these Terms, when we refer to "we", "us" or "our", we mean the Company; and when we refer to "you" or "your" we mean:

      1.  you, the person accessing or using the Site; and

      2. where applicable, the business on whose behalf you are acting.

Please note:

  1. if you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a “consumer”; or

  2. if you are acting for purposes relating to your trade, business, craft or profession, then you are acting in the course of a business (a “Business User”).

  3. If you are acting on behalf of your employer or another business when you access and use the Site, you represent and warrant that:

    1. you have full legal authority to bind your employer or that business; and

    2. you agree to these Terms on behalf of the business that you represent.

  4. Please note that certain functions made available on the Site are governed by additional terms and conditions, including the NFT Terms[2]  and the Prize Competition Terms[3] . In the event of any conflict between these Terms and the NFT Terms, the NFT Terms shall apply.

  5. In addition to clause 1.3 above, please note that:

    1. the Site uses cookies, the use of which are governed by our cookies policy (available here[4] ); and

    2. we only use your personal information in accordance with our privacy policy (available here[5] ).

  1. The Site

    1. The Site is made available free of charge. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Site without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period. We may update the Site and/or change the content on it at any time.

    2. You are responsible for making all arrangements necessary for you to have access to the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms and that they comply with them.

    3. The Site and the content on it are provided for general information purposes only. They are not intended to amount to advice on which you should rely.

    4. You may not use the Site if you:

      1. do not agree to these Terms;

      2. are not of the age of majority in your jurisdiction of residence; or

      3. are prohibited from accessing or using this Site or any of this Site contents, products or services by applicable law.

  2. Acceptable use

General

  1. You agree not to:

    1. use the Site in any way that breaches these Terms or any applicable local, national or international law or regulation;

    2. copy, or otherwise reproduce or re-sell any part of the Site unless expressly permitted to do so in these Terms; or

    3. do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Site or any equipment, network or software used in operating the Site.

User Generated Content

  1. If it is the case that you supply/upload any content to the Site – whether it be pictures, text, sound or video recordings or whatever – the content you supply ("User Generated Content") must comply with the following rules:

    1. it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;

    2. it must not harass or bully another person;

    3. it must be true and honest so far as you know;

    4. it must not be defamatory of anyone;

    5. it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own);

    6. it must not contain someone else’s personal details or confidential information relating to other people; and

    7. it must not promote or condone terrorism, violence or illegal behaviour.

  2. We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.

  3. In addition, we may from time to time provide interactive services on the Site that shall enable you to upload User Generated Content, including, without limitation:

    1. comment and chat facilities;

    2. Gaming functionality; and/or

    3. virtual art galleries,

(together "Interactive Services").

  1. Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.

Viruses

  1. We do not guarantee that the Site will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Site and we recommend that you use your own virus protection software.

  2. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

  1. Intellectual property

    1. We are the owner or licensee of all intellectual property rights in the Site and its content, the Maradona Official name and mark and Maradona Official products and service. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved. [6] 

    2. You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms and/or the NFT Terms[7] .

    3. Other than as permitted under the NFT Terms[8] , no part of the Site, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.

    4. Any communications or materials you send to us through the Site by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your order if you use the Site to buy products from us). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products.

  2. Our liability

    1. Nothing in these Terms excludes or limits our liability for:

      1. death or personal injury caused by our negligence;

      2. fraud or fraudulent misrepresentation; and

      3. any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

    2. The limitations of liability given at clauses 5.4 and 5.6 are without prejudice to any liability provisions given in the NFT Terms or the Prize Competition Terms that shall govern any liability arising under those terms.

    3. We assume no responsibility for the content of websites linked to from the Site (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

If you are a Business User

  1. If you are acting for purposes relating to your trade, business, craft or profession, then subject to clause 6.1:

    1. in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and

    2. our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.

  2. You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.  

If you are a consumer

  1. If you are acting for purposes that are wholly or mainly outside you trade, business, craft or profession then, save as set out in clause 6.1, the following sub-clauses apply.

    1. Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.

    2. You agree not to use the Site, or any content on the Site, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

    3. Our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.

  1. Suspension and termination

    1. If you breach any of these Terms, we may immediately do any or all of the following (without limitation):

      1. issue a warning to you;

      2. temporarily or permanently remove any User Generated Content uploaded by you to the Site;

      3. temporarily or permanently withdraw your right to use the Site;

      4. issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

      5. take further legal action against you; and/or

      6. disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

  2. Changes to these Terms

    1. We may make changes to these Terms from time to time (if, for example, there is a change in the law that means we need to change these Terms). Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the Site.

  3. Other important information

    1. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

    2. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

  4. Governing law and jurisdiction 

    1. These Terms are governed by the laws of England and Wales.  This means that your access to and use of the Site, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims), will be governed by English law. 

    2. You can bring proceedings in respect of these Terms in the English courts.  If you are a consumer, you may bring any dispute which may arise under these Terms to - at your discretion - either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK or is an EU Member State, which courts are - with the exclusion of any other court - competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this is within the UK or is an EU Member State, or otherwise the competent court of England.

    3. However, as a consumer, if you live in another European Union member state you can bring legal proceedings in respect of these Terms in either the English courts or the courts of that Member State.

    4. As a consumer, if you are resident in the UK or the European Union and we direct this Site to (and/or pursue our commercial or professional activities in relation to the Site in) the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident.  Nothing in these Terms, including clause 10.1, affects your rights as a consumer to rely on such mandatory provisions of local law.

  5. Contacting us

Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by email or by using the following details:

Address: 16192 Coastal Highway, Lewes, Delaware, 19958, County of Sussex, United States

Email address: hello@metaframes.io

MARADONA OFFICIAL NFT TERMS


1.    Understanding these Terms
1.1    For the purposes of these terms, NFTs are digital assets which represent or establish proof of ownership rights to an underlying token providing access to particular products, benefits or services and which token is generated, stored and exchanged using blockchain technology. The Maradona Official Access Pass NFTs (the “Maradona NFTs”) are minted by a smart contract deployed to the Ethereum blockchain at address 0xAC1dc28708B2ff61a5d89A74fc09FeED065692Df (the "Maradona Official Smart Contract") and are accessible via https://www.maradonaofficial.io/ (the “Site”). 
1.2    These terms ("Terms") are a legally binding agreement by and between MetaFrames LLC ("MetaFrames", "we" or "us"), a Delaware Limited Liability Company with file number 6781695, and each owner of a Maradona NFT ("you" or “Owner”). They govern the parties' rights and obligations with respect to the Maradona NFTs.
1.3    When certain words and phrases are used in these Terms, they have specific meanings.  These are known as defined terms. You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets, speech marks, and bold type).
1.4    Please note:
(a)    if you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a consumer (a "Consumer"); and
(b)    if you are acting for purposes relating to your trade, business, craft or profession, you are acting in the course of a business (a "Business User").
Different provisions of these Terms may apply to you depending on whether you are a Consumer or a Business User.
1.5    If you are acting on behalf of your employer or another business when you purchase a Maradona NFT, you represent and warrant that:
(a)    you have full legal authority to bind your employer or that business; and
(b)    you agree to these Terms on behalf of the business that you represent. 
2.    IMPORTANT NOTICES REGARDING NFTs, BINDING ARBITRATION AND CLASS ACTION WAIVER
2.1    Please note that NFTs are a form of cryptoasset, and accordingly that:
(a)    NFTs (as with any other cryptoasset) are not currently regulated by the UK’s Financial Conduct Authority and so do not benefit from the protection of the Financial Ombudsman Service or the Financial Services Compensation Scheme, and may not benefit from similar protection in other jurisdictions;
(b)    the value of NFTs may go down as well as up, and there is no guarantee that (if you look to sell an NFT) you will make a profit or even recoup the amount you have spent on it;
(c)    any historic increase in value of an NFT should not be seen as indicative of the future performance of that NFT; and
(d)    tax may be payable on any profits that you make on the sale of an NFT (and in particular, capital gains tax).
2.2    BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND METAFRAMES THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CLAUSE 12 (DISPUTE RESOLUTION) BELOW CAREFULLY FOR DETAILS REGARDING ARBITRATION. YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
2.3    HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES IN RESPECT OF THESE TERMS, THE MANDATORY AGREEMENT TO ARBITRATE IN CLAUSE 12.1 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF CLAUSE 11 (GOVERNING LAW), CLAUSE 12.5 AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
3.    Ownership
3.1    To purchase and own a Maradona NFT from us, you must have a suitable digital wallet.  When you have purchased your Maradona NFT it will be revealed in your digital wallet in accordance with the Maradona Official Smart Contract. You will then hold the exclusive rights, subject to these terms, to hold, sell, transfer, and execute blockchain transactions involving that Maradona NFT ("Your Maradona NFT").  
4.    Utilities
4.1    as the Owner of a Maradona NFT you may (but without obligation on our part) be offered and provided with certain utilities, goods, benefits, rewards or entitlements, fan engagement or interaction functionalities (collectively, “Utilities”) from time to time, including but not limited access or admission to sporting events and associated communications channels for Owner interaction and discounts on future Maradona branded products. The Official Maradona Fan Club is not operated by MetaFrames and MetaFrames is not responsible for any membership rights offered by the Official Maradona Fan Club, and unless expressly stated otherwise in relevant terms and conditions the Utilities will be provided by third parties in accordance with their own terms and conditions. These Terms do not govern any right to any Utilities from such third parties. You acknowledge and agree that: 
(a)    every Maradona NFT may have different functionalities or Utilities and that the type and amount of Utilities made available for use for a particular Maradona NFT may depend entirely on the collaborating third party’s engagement terms and neither we nor such third party commits to granting any particular Utility to you at the point at which you acquire your Maradona NFT, and any particular Utility can be withdrawn or removed at any time in our or the third party’s sole discretion or upon instruction from the third party; 
(b)    we do not guarantee the availability of any current or future Utility nor any Utility at all from or through any collaborating third party and you do not obtain the right to claim any Utilities from us (but rather the right to make use of such Utilities to the extent they are available) and you understand that any Maradona NFT may partially or fully lose their Utilities together with any membership entitlement as a result of such expiration or termination of our contractual arrangements with such third parties and we shall not be held liable for any losses, expenses or any other damages incurred by you as a result of a partial or full loss of such Utilities or membership entitlement; and 
any Utility may be subject to separate terms and conditions and we will not be responsible or have any liability whatsoever for or in respect of the delivery or performance of any Utility that is offered by any third party or in respect of membership of the Official Maradona Fan Club. 
4.2    When you access any Utility, the Maradona NFT used to access the Utility will not be transferred or surrendered but will continue to be Owned by you. Maradona NFTs are not used as a means of payment or value transfer but to unlock Utilities that may be made available to you and to enable you to interact and make personal connections with other Owners.
5.    Licence
5.1    Maradona NFTs are a limited-edition digital creation based upon content that may be trade marked and/or subject to copyright in favour of MetaFrames and/or its licensors. Your Maradona NFT may include certain graphics and/or images (“Graphical Works”). MetaFrames is the owner or licensee of all rights, title, and interest in and to the Graphical Works including any and all copyright, trade marks, and other intellectual property rights ("IP Rights"), which are protected by intellectual property laws and treaties around the world. You are not granted any right to use, and may not use, any of our IP Rights other than as set out in these Terms. 
5.2    As an Owner, MetaFrames grants to you a non-exclusive, limited licence in respect of any Graphical Works in Your Maradona NFT to access, use, or store those Graphical Works solely for your personal, non-commercial purposes (the “Licence”). Unless otherwise specified, your purchase of a Maradona NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce any Graphical Works for any commercial purpose. You further agree that you are not receiving any copyright interest in any Graphical Works, including no rights to copy, prepare derivative works of or distribute the Graphical Works in any way in whole or in part. You further acknowledge and agree that purchasing a Maradona NFT does not convey any right to any physical embodiment of the Graphical Works, any underlying materials in or to such Graphical Works or any IP Rights in any of those, including copyright, trade mark rights or rights of publicity or moral right and that MetaFrames may sell, license, modify, display, broadcast and create derivative works based upon those Graphical Works. Any commercial exploitation of Your Maradona NFT or any Graphical Works could subject you to claims of copyright infringement. All rights not expressly granted under these Terms are reserved by us and / or the relevant licensor.
5.3    Except as expressly provided in these Terms, ownership of a Maradona NFT and the Licence cannot be separated or used separately. You may not engage in any transaction or activity that purports to decouple the Licence from Your Maradona NFT.
5.4    On transfer of your Maradona NFT to a new Owner, as recorded by the Ethereum blockchain, you will no longer be entitled to any membership or benefits of the Maradona Official Fan Club, your Licence shall immediately and automatically terminate, you shall cease use of your Maradona NFT and (unless the terms relating to a Utility say otherwise) your rights in respect of each Utility shall automatically terminate.  
6.    Owner's representations and warranties.
6.1    You confirm, represent and warrant that you:
(a)    are over the age of majority in the territory where you are resident and have the legal capacity to enter into these Terms;
(b)    will only use and interact with any Maradona NFT in accordance with these Terms;
(c)    will comply with all applicable laws in the exercise of your rights and your performance of your obligations under these Terms, and will not violate any right of MetaFrames, its licensors, or any right of any third party; and
(d)    are not executing, and will not knowingly execute, a transaction involving a Maradona NFT with any person who is, (i) located in a country that is subject to a government embargo, or that has been designated by as a terrorist-supporting country, or in which such transaction would contravene any applicable law; or (ii) listed on any government list of prohibited or restricted parties, in each case in accordance with applicable law;
(e)    will not pledge or grant security (of any type) over the Maradona NFT, whether for borrowing or otherwise; and
(f)    understand the functionality, usage, storage, transmission mechanisms of token storage, blockchain technology and blockchain-based software sufficient for you to understand the nature and risks associated with these transactions and the preservation of NFTs.
7.    Terms of sale
7.1    The price for the initial sale of Maradona NFTs by us and the currencies we accept are set out on the Site and are inclusive of any applicable VAT or other sales tax. The Site also includes information of any additional fees, including any transaction fees or ‘gas fees’.  We are not able to calculate gas fees in advance. Please refer to https://ethereum.org/en/developers/docs/gas/ for information on how gas fees are calculated. 
7.2    A limit of 50 Maradona NFTs may be purchased by a single wallet via the Site as an initial purchaser. By placing an order on the Site, you are submitting a binding offer to purchase a Maradona NFT. If you are the initial purchaser of a Maradona NFT, then all amounts due are to be paid to MetaFrames. If you are not the initial purchaser of a Maradona NFT, then amounts may be paid to the then holder of the Maradona NFT and will be subject to any terms or conditions of the marketplace on which the Maradona NFT is purchased, in addition to these terms.
7.3    Following the initial purchase of the Maradona NFT, MetaFrames will receive 8.5% of the gross amount paid, on every subsequent sale of a Maradona NFT (“Royalty”) (inclusive of any VAT or other sales tax) in accordance with the Maradona Official Smart Contract. For example, if you are the initial purchaser, and you sell a Maradona FT for 1 ETH to a subsequent purchaser, 0.085 ETH will automatically be transferred to MetaFrames and you will receive 0.915 ETH though you will remain liable to separately account for or bear any taxes in accordance with clause 10.1. MetaFrames has the right to collect Royalties for Maradona NFT sales in perpetuity and may use those funds in any manner we see fit. Therefore, if you sell a Maradona NFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:
“8.5% royalty applies. See Maradona Official NFT Terms for details.”
7.4    If you are a consumer in the United Kingdom, you have a right to cancel an order for Maradona NFTs under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013 (“CCRs”) and similar rights may apply in other jurisdictions. However, by submitting an order for a Maradona NFT, you acknowledge and agree that by purchasing such Maradona NFT you are requesting that we provide such Maradona NFT to you immediately, that you will receive the benefit of such product immediately, and that in doing so you will waive your right to cancel such order.  
8.    Exclusions of liability
8.1    Nothing in these Terms shall exclude or limit our liability for fraud or fraudulent misrepresentation, death or personal injury caused by our negligence, or any other liability in respect of which it would be unlawful for us to exclude or restrict our liability under applicable law. 
8.2    Each Maradona NFT is an intangible digital asset that exists only by virtue of the ownership record maintained on the Ethereum blockchain. All transfers of ownership of intangible digital assets occur on the decentralized ledger within the Ethereum blockchain, which is not controller by MetaFrames. Subject to clause 8.1 and to the extent permitted by applicable law, MetaFrames will not be responsible or liable to you for any loss in connection with any MetaFrames NFT that is outside of the control of MetaFrames, including any claims, losses, or damage arising from (i) user error such as forgotten passwords, keys or seed phrases, incorrectly constructed transactions or mistyped wallet addresses; (ii) the behaviour or output of any software or hardware system; (iii) data loss or corruption; (iv) any features, development errors or other issues with blockchain networks or wallets; (v) unauthorised access to any Maradona NFT or (vi) the act or omission of any third party.
Business Users and Consumers resident outside the European Union or United Kingdom
8.3    If you are a Business User or a Consumer resident outside of the European Union or United Kingdom, clauses 8.4 and 8.5 apply to you.
8.4    Subject to clause 8.1 and to the extent permitted by applicable law:
(a)    each Maradona NFT is provided “as is” and on an “as available” basis and without warranty of any kind (express or implied), including (unless exclusion of those warranties is prohibited by applicable law) any implied warranties as to title, merchantability, or fitness for purpose. To the extent permitted by applicable law, MetaFrames expressly excludes any and all warranties, express or implied, including any implied warranties relating to quality or fitness for purpose; and 
(b)    our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100. 
8.5    Subject to clause 8.1 and to the extent permitted by applicable law, in no event will MetaFrames or our service providers (including the provider of any Utility) be liable to you or any third party for any loss of profits, loss of revenue, loss of businesses or anticipated savings, loss of goodwill or loss of data, or any indirect, consequential or special loss, whether caused by strict liability or tort (including negligence), breach of contract or otherwise and whether arising from these Terms or use of the Maradona NFTs.
Consumers resident in the European Union or United Kingdom
8.6    If you are a Consumer resident in the European Union or United Kingdom, clauses 8.7 to 8.10 (inclusive) apply to you.
8.7    Subject to clause 8.1, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you purchased, accessed or used a Maradona NFT.
8.8    Nothing in these Terms affects your statutory rights. If you are resident in the UK, advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office. If you are resident in an alternative jurisdiction, you may refer to your equivalent body.
8.9    You agree not to use any Maradona NFT, or any Graphical Work, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.10    Notwithstanding clause 8.7, and save as set out in clause 8.8, our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.
9.    Indemnity
9.1    To the extent permitted by applicable law, you shall be responsible and liable for any and all claims, damages, losses, taxes (including penalties, fines and interest) proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees) incurred by MetaFrames, its suppliers or affiliates arising out of a breach of any warranty, representation, or obligation made by you or that applies to you under these Terms (including failure by you to pay any applicable taxes when due).
10.    Assumption of risk
10.1    You understand and agree that that there are risks related to purchasing and owning NFTs. You expressly acknowledge and assume all risks for the purchase by you of any NFTs, including all risks associated with the following:
(a)    Other than VAT or other sales tax included by us in prices for the initial sale of Maradona NFTs or in Royalties payable to us as referred to in clauses 7.1 or 7.3, MetaFrames is not responsible for determining or paying, and shall not bear the cost of, any taxes (including, without limitation, VAT, sales taxes, income or capital gains taxes and withholding taxes and related penalties, fines and interest or other similar charges) that may apply under applicable tax laws attributable to or in respect of the Owner's purchase, ownership, sale, use or transfer of rights in each Maradona NFT or in respect of any payments (by any means) made or transferred to or from the Owner in connection with or on account of such transactions. As between the parties, the Owner is solely responsible for determining what, if any, taxes apply to any such transactions or payments and for duly declaring, withholding, reporting, paying or remitting on a timely basis the correct amount of any such taxes in the correct currency and legal tender to the appropriate tax authorities and Owners must seek their own professional tax advice in connection with such transactions and payments.  To the extent permitted by law, the Owner agrees not to hold MetaFrames or any third party liable for any tax liabilities arising from or in respect of the Owner’s purchase, ownership, sale or use of NFTs or any payments (by any means) made or transferred to or from the Owner in connection with or on account of such transactions.
(b)    Transactions involving Maradona NFTs rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that MetaFrames provides links or access to third party platforms, sites, or other resources, it does so only for your convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.
11.    Governing law
11.1    These Terms are governed by English law. This means that any dispute or claim arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof (including non-contractual disputes or claims) or the use of the Maradona NFT or the Licence ("Dispute") will be governed by English law. If you are a Consumer and are resident in the UK or the European Union and we direct the Maradona NFTs (and/or pursue our commercial or professional activities in relation to the Maradona NFTs in) the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including this Clause 11, affects your rights as a Consumer to rely on such mandatory provisions of local law. 
12.    Dispute resolution 
12.1    Subject to clauses 12.3, 12.5 and any mandatory requirements of applicable law, any Dispute shall be referred to and finally resolved solely by binding arbitration under the LCIA Rules (which Rules are deemed to be incorporated by reference into this clause) and not in a class, representative, or consolidated action or proceeding. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English. This arbitration provision shall survive any termination of the Licence or these Terms.
12.2    Payment of all costs and fees relating to a Dispute will be governed by the LCIA Rules, and MetaFrames will not seek to recover the administration and arbitrator fees for which MetaFrames is responsible unless the arbitrator finds your Dispute is frivolous. If MetaFrames prevails in arbitration, MetaFrames will pay all of its legal fees and costs and will not seek to recover such costs from you. If you prevail in arbitration, you will be entitled to an award of legal fees and expenses to the extent provided under applicable law.
12.3    As a limited exception to clause 12 above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent the infringement of its intellectual property rights.
12.4    Class Action Waiver. 
(a)    YOU AND METAFRAMES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. 
(b)    In addition, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with a party's claims, and may not otherwise preside over any form of a representative or class proceeding. 
12.5    If you are a Consumer resident in the European Union or United Kingdom, you may bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this country of habitual residence is within the UK or is an EU Member State, which courts are (with the exclusion of any other court) competent to settle any of such a dispute.
13.    Other important information
13.1    Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
13.2    If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.3    These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
13.4    These Terms constitute the entire agreement, and, to the extent permitted by applicable law, supersede any and all prior or contemporaneous representations, understandings and agreements between the parties with respect to the subject matter of these Terms. Subject to any mandatory requirements of applicable law, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as the parties may agree in writing.
14.    Changes to these Terms 
14.1    We may make changes to these Terms from time to time in our sole discretion and without notice to you. Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use the Maradona NFTs.
15.    Contacting us
15.1    Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us at hello@metaframes.io. Thank you.
15.2    Terms last updated 22 October 2022