STUDIO HALIA Standard Terms and Conditions (the “Terms”)

Effective as of May 8, 2024

Welcome! This website is comprised of various web pages, customer portals, and our mobile application (“Mobile App”) (collectively, the “Platform”), including any other features or services made available through the Platform or that reference these Terms, are operated or controlled by STUDIO HALIA (“we”, “our”, or words of similar meaning). 

We may make changes and improvements to the Platform and update these Terms from time to time. Any such changes to these Terms will be posted on the Platform, and to the extent required by applicable law, we will also notify you of any significant changes in advance, which may be by email or via a prominent notice on the Platform. You can choose to stop using the Platform at any time. New versions of these Terms will take effect on the posted effective date. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. Your access or use of the Platform constitutes your agreement to all such Terms. Please read these Terms and other terms referenced in this document carefully before using the Platform and keep a copy of them for your reference. 

BY ACCESSING AND USING THE SITE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BROWSING THE SITE, USING ANY INFORMATION, AND/OR SUBMITTING INFORMATION TO COMPANY, YOU AFFIRM AND AGREE THAT YOU: (1) ARE OF LEGAL AGE TO ENTER INTO THESE TERMS; AND (2) ARE TO BE BOUND BY THE TERMS, CONDITIONS, POLICIES AND NOTICES CONTAINED ON THIS PAGE, INCLUDING, BUT NOT LIMITED TO, CONDUCTING TRANSACTIONS ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, BINDING ARBITRATION, AND A CHOICE OF NEW YORK LAW. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SITE.

These Terms require binding arbitration to resolve disputes rather than jury trials or class actions. Please see BINDING ARBITRATION/CLASS WAIVER (Section 12) for details, including the class action waiver. In addition, THESE TERMS CONTAIN THE FOLLOWING SECTIONS: INDEMNIFICATION (SECTION 9) AND LIABILITY DISCLAIMER (SECTION 10) THAT AFFECT YOUR RIGHTS.

STUDIO HALIA may, in its sole discretion, and at any time, discontinue the Platform or any part thereof, with or without notice, or may prevent your use of this Platform with or without notice to you. You agree that you do not have any rights in this Platform and that STUDIO HALIA will have no liability to you if the Platform is discontinued or modified, or your ability to access the Platform or any content you may have posted on the Platform is terminated or inaccessible. All restrictions, rights granted by you, and all indemnification obligations, disclaimers and limitations of liability will survive any such termination.

1. Privacy

When you agree to these Terms, you also agree to our Privacy Policy incorporated herein by reference. Please review our Privacy Policy (“Privacy Policy”), which informs users of our data collection and processing practices.

2. STUDIO HALIA Content

You should assume that everything on the Platform is copyrighted unless otherwise indicated and that it must not be used except as provided in the Terms or with the express written consent of STUDIO HALIA. Content on this Platform that is provided by STUDIO HALIA or its licensors, including, without limitation, non-fungible blockchain-based digital asset or tokens and any content associated with such assets or tokens (each, an “Digital Expression”), graphics, photographs, images, text, video, digitally downloadable files, trademarks, trade dress, logos, product names or packaging, slogans, any other content, and the compilation of the foregoing, including any customizable features and/or other content requiring your input and/or feedback (and any derivatives, iterations, or other versions thereof) (“STUDIO HALIA Content”) is the property of STUDIO HALIA and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Nothing in these Terms gives you any rights in respect of STUDIO HALIA Content or any other intellectual property owned by us or our licensors, and you acknowledge that you do not acquire any right, title or interest or any other rights therein by accessing or otherwise using the Platform excepts as otherwise expressly outlined herein.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any STUDIO HALIA Content. You warrant to STUDIO HALIA that you will not use the Platform for any purpose that is unlawful or prohibited by these Terms or that infringes any intellectual property right or violates any person’s rights, including right of publicity or right of privacy, or to harass or promote or facilitate violence or for any obscene, defamatory or other illegal activity. You may not use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, derive the source code of, or in any way exploit the Platform or STUDIO HALIA Content. STUDIO HALIA Content and the Platform are not for resale or licensing. Your use of the Platform does not entitle you to make any unauthorized use of the STUDIO HALIA Content, and in particular you will not delete or alter any proprietary rights or attribution notices in STUDIO HALIA Content. You will use STUDIO HALIA Content solely for your personal use, and will make no other use of the STUDIO HALIA Content without the express written permission of STUDIO HALIA and the copyright owner.

3. Scope of License/Permitted Usage

The following requirements apply to your use of the Platform, including any submission or other materials provided by you or your account (“User Created Content”): (a) you will not use any electronic communication feature of the Platform for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, hateful, invasive of the privacy of another person,  racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by STUDIO HALIA; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect, store, or post any content that (i) contains personal information about other users or any individual, (ii) violates the privacy/publicity of any other individual or entity, or (iii) anything that you are under a contractual obligation to keep private or confidential; (d) you will not use the Platform for any commercial purpose not expressly approved by STUDIO HALIA in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not impersonate any person or organization, including without limitation, the personnel or partners of STUDIO HALIA, or misrepresent an affiliation with another person or organization; (g) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of the Platform, or any computer software or hardware, or telecommunications equipment; and (h) you are further prohibited from using any data mining, crawlers, spiders, robots or similar data gathering, scraping or extraction methods in connection with the Platform.

By displaying, publishing, or otherwise submitting any User Created Content on or through the Platform, you hereby grant to STUDIO HALIA a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free perpetual, irrevocable, license to use, host, run, modify, publicly perform, publicly display, reproduce, publish, transmit, translate, and distribute such User Created Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. Without limiting the foregoing, this license includes permitting STUDIO HALIA to: (i) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of User Created Content; (ii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce (in any form) User Created Content on or through the Platform or on or through any other website or platform of STUDIO HALIA or of a third party; (iii) use User Created Content to test STUDIO HALIA’s internal technologies and processes; and (iv) use User Created Content for marketing and advertising purposes, including, without limitation, for self-promotional purposes on any and all media. You continue to retain all of your ownership rights in your User Created Content, and you continue to have the right to use your User Created Content in any way you choose, subject to these Terms and the license described herein. 

For the avoidance of doubt, this license includes the right to use your username, voice, image, and likeness to identify you as the provider of any of your User Created Content. You represent and warrant that you own or hold the requisite licenses, rights, consents, and permissions to lawfully submit all User Created Content to the Platform.
You further represent and warrant that you own or have the necessary licenses, rights, consents and permissions to the User Created Content submitted by you on the Platform or otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and the license granted to STUDIO HALIA hereunder thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. You further represent that all information provided by you through this Platform is true and accurate. STUDIO HALIA reserves the right to remove any User Created Content you provide, in its sole discretion, without any notice to you. As far as permitted by law, you give up and agree not to use against STUDIO HALIA any moral rights, work of visual art rights, rights of privacy, publicity, or similar rights under applicable laws in connection with your User Created Content and you understand that we can use your User Created Content without referring to you as the author and that we can adapt and amend your User Created Content without notice to or consent from you or any party. You further agree to indemnify and hold harmless STUDIO HALIA and its successors, licensees, and assigns from and against any intellectual property infringement-related claims with respect to STUDIO HALIA’S use of the User Created Content, including, without limitation, all signs, insignias, trademarks, trade names, copyright materials, and any other protectable elements or materials that may appear therein.

Face Effects Notice

Face Effects (“Effects”) are an augmented reality feature that you can access by wearing an Accessory while using the Platform. The Effects react as you move, speak and otherwise express yourself while ‘wearing’ the Effects. This is a customizable interactive digital experience. In order to accurately place the Effects on to a user’s unique face, as well as stay in place while a user moves, the Platform estimates the location of facial features, (such as eyes, nose, or mouth) and points on your face. The Effects modify from a general model of a face and adjust to your face, for a custom fit. This information is not used to identify you, as further demonstrated in our Privacy Policy. 

We do not store this information on our servers, or share or sell the information to third parties. The information may be stored on your device(s) used to access the Platform in order to make any repeat experiences and personalization more successful and efficient. Please note that while using the Effects, other individuals in the range of your device’s camera may be captured and/or recorded. The Platform may process information from images of other people who appear in the camera feed, photo, or video. Certain users accessing the Platform from certain territories may need to enable the Effects before it is able to access them. 

Age of Majority

We require all users to be at least 18 years old. No one under 18 years old is permitted to access or use the Platform. By accessing the Site, you represent to us that you are at least 18 years of age.

4. Registrations/User Accounts

Certain areas of the Platform require registration or otherwise ask you to provide information to participate in certain features or access certain content, such as name and email address. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Platform, or any features at all.

When creating an account (“User Account”) you must complete the specified process by providing us with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility. During the registration process, you may be asked to enter your name and valid e-mail address and choose a sufficiently strong password. It is your responsibility to select a secure password, and to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under or due to your User Account. You agree to notify the STUDIO HALIA immediately of any unauthorized use of your User Account. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Platform. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Platform. STUDIO HALIA is not liable for any loss that you may incur as a result of someone else using your password or User Account, either with or without your knowledge. If you suspect your login credentials have been compromised, please notify us immediately. STUDIO HALIA is not responsible for any delay in shutting down your User Account after you have reported a breach of security to us. We may, in our sole discretion, refuse to allow you to create a User Account, or limit the number of User Accounts that you may associate with the Platform, or suspend or terminate any User Account or access to the Platform.

You also agree that you will not:

• Create multiple User Accounts;
• Use the Platform under a different User Account if we have disabled access for you under a different User Account, unless you have our written permission first;
• Buy, sell, rent or lease access to the Platform under your email and password combination or User Account to any third party, unless you have our written permission first;
• Share your email and password combination or access to the User Account with anyone; or
• Log in or attempt to log in to access the Platform through any unauthorized third party application(s) or client(s).

By creating a User Account, you agree to receive service-related electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that STUDIO HALIA sends to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You may opt-out of receiving promotional emails that you have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein.

You also have the option of registering through or otherwise granting access to a third-party social networking or integrated service (“Integrated Service”), which allows the Integrated Service to authenticate your identity and provides you the option to share certain information with us such as your name and email to pre-populate or otherwise facilitate the registration for your User Account. If you choose to provide such information, during registration or otherwise, you acknowledge that STUDIO HALIA will collect, use, and otherwise process such information in a manner consistent with our Privacy Policy.

5. Terms of Sale

General

The STUDIO HALIA provides a marketplace for users to buy digital and non-digital items, such as Digital Expressions, clothing, accessories, and other items, through the Platform.

Transactions

You may be asked to supply certain information relevant to a transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. 

By submitting such information, you grant to STUDIO HALIA the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction. If STUDIO HALIA is unable to process your payment using the payment method you provide, STUDIO HALIA may cancel or suspend your order in the event of any payment delinquency or until a valid payment method has been provided. All credit and debit card holders are subject to validation checks and authorization by STUDIO HALIA or its third party payment processor. If your card issuer refuses to authorize payment for your order, STUDIO HALIA will be unable to dispatch the goods to you, and STUDIO HALIA will not be responsible for any delay or non-delivery. STUDIO HALIA will not be informed of the reason for refusal and therefore, is unable to inform you of the reason that your card issuer has refused payment. STUDIO HALIA is not responsible for any card or bank charges issued by your card issuer as a result of processing payment for your order.

All descriptions, images, references, content, products and prices of goods described or depicted on the Platforms are subject to change at any time without notice. By placing an order, you represent that the goods ordered will be used only in a lawful manner.

STUDIO HALIA reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any good or service; (ii) impose additional conditions on any services or features through the Platform including auctions and any promotion or perk; (iii) bar any user from making or completing any or all transaction(s); and (iv) refuse to provide any user with any product or service. You agree to pay all charges that may be incurred by you or on your behalf through the Platform, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your transaction(s).

Refunds and Returns

You understand and agree that you are charged at the time you place your order for goods. 

There are a few important things to keep in mind when returning a product:

• You have 14 calendar days to return an item from the date you received it.
• Please ensure that the item you're returning is repackaged with all equipment and/or materials (e.g. cords, adapters and/or documentation) that were included when you received it.

Once we receive your item, a refund is initiated immediately. The way your refund is processed depends on your original payment method. If you paid by credit or debit card, refunds will be sent to the card-issuing bank within five business days of receipt of the returned item or cancellation request. Please contact the card-issuing bank with questions about when the credit will be posted to your account.

You understand that if you return your item, you will also forfeit ownership of your Digital Expression. Upon such return of the physical product, STUDIO HALIA will ‘burn’ the Digital Expression in accordance with its internal processes and/or the processes of its third party affiliates. 

For further inquiries regarding returns and/or refunds please contact us at [EMAIL]

Availability, Modifications, Errors & Inaccuracies

All goods available on the Platform are subject to change without notice and are available as supplies last. You hereby expressly accept and agree that STUDIO HALIA, at its sole discretion, reserves the right (without obligation) to substitute goods (or elements of goods) of greater or equal value in the event supplies of any one item (or elements of an item) run out. Goods may be available only in limited quantities and will be distributed on a first-come, first-served basis or as otherwise described on the Platform. You should regularly consult the Platform for updates regarding product availability and terms.

STUDIO HALIA’s acknowledgement of an order means that your order request has been received; it does not mean that your order has been accepted or shipped or that the price or availability of an item has been confirmed. STUDIO HALIA aims to describe and display products accurately on the Platform. However, some items on the Platform may be mispriced, described inaccurately or unavailable, and STUDIO HALIA may experience delays in updating information on the Platform and in our advertising on other sites. As a result, STUDIO HALIA cannot and does not guarantee the accuracy or completeness of any information, including prices, product images, specifications, and availability. STUDIO HALIA reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Shipping

In most cases, you agree to allow between 4-6 weeks from receipt of full payment for goods to be shipped, unless otherwise stated on the Platform. Each item ordered may ship separately or together. All goods will be instructed to ship to the postal address that you specify through the Platform. No P.O. boxes allowed. Goods will only be shipped to jurisdictions where delivery is lawful, and we reserve the right to refuse delivery and/or sale for any purpose as we deem necessary in our sole and absolute discretion. No responsibility is assumed by STUDIO HALIA for any postal mail or overnight deliveries returned as undeliverable without a forwarding address. STUDIO HALIA reserves the right to charge you for shipping fees to re-ship any products that have been returned to STUDIO HALIA due to your shipment refusal, your failure to include a sufficient address, or if the product is otherwise undeliverable. STUDIO HALIA may be unable to change the delivery address after the order confirmation. Delivery dates advised by STUDIO HALIA in an order confirmation (consisting of a delivery date for the goods) are approximations and STUDIO HALIA will not be liable for any loss or damage due to its failure to meet scheduled delivery dates or for failure to give notice of delay. Time for delivery shall not be of the essence.

If any problems arise with your account, shipping address, or payment method connected with your account that STUDIO HALIA is unable to resolve, STUDIO HALIA may notify you through the email address associated with your order and your order may be cancelled. Additional orders may not be shipped until the problem has been resolved.

6. Links to Third-Party Websites/Third-Party Materials

The Platform may contain links to other third-party websites and/or applications or otherwise re-direct you to other third-party websites, applications, or services not maintained by or related to STUDIO HALIA in connection with your use of the Platform (collectively, the “Third-Party Websites”). These Third-Party Website are provided as a service and as a convenience to users and are not sponsored by, affiliated with, or under the control of STUDIO HALIA. STUDIO HALIA is not responsible for any Third-Party Website, including, but not limited to, any content contained in or any activity on a Third-Party Website or any changes or updates to a Third-Party Website. STUDIO HALIA does not review, approve, monitor, endorse, warrant or make any representations with respect to the Third-Party Websites or their products or services. You use all links in the Third-Party Websites at your own risk.

The Third-Party Websites may require you to agree to additional terms and conditions between you and such third party. When you move to a Third-Party Website, STUDIO HALIA may not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. COMPANY IS NOT RESPONSIBLE FOR ANY SUCH TERMS AND CONDITIONS OR ANY DAMAGES YOU MAY INCUR BY USING THE THIRD-PARTY WEBSITES.

Portions of the Platform may include material provided by third parties, in which intellectual property rights subsist (“Third-Party Materials”). The licensors of such Third-Party Materials retain all of their respective rights, title, and interest in and to such Third-Party Materials and all copies thereof, including, but not limited to, any and all intellectual property rights. The use of this Third-Party Material and the associated rights are subject to separate license terms, in which case those license terms will govern the usage of such Third-Party Materials, as applicable and are hereby acknowledged by you, except and then solely to the extent that the foregoing acknowledgment is ineffective in certain countries/states/ provinces/jurisdictions.

This Platform may provide certain social media features that enable you to: (a) link from your own or certain Third-Party Websites to certain STUDIO HALIA Content or User Created Content on this Platform; (b) cause limited portions of STUDIO HALIA Content or User Created Content on this Platform to be displayed or appear to be displayed on your own or certain Third-Party Websites. You may use these features solely as they are provided by us, and solely with respect to the STUDIO HALIA Content or User Created Content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. You may link to the homepage of the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you, (ii) cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking, (iii) link to any part of the Platform other than the homepage, or (iv) otherwise take any action with respect to the STUDIO HALIA Content or User Created Content on this Platform that is inconsistent with any other provision of these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

7. Termination of Access to the Platform

STUDIO HALIA may, at its option and in its sole discretion, at any time: (a) suspend, restrict or terminate your access to any or all of the Platform, and/or (b) deactivate or cancel your User Account, for any reason whatsoever, including, but not limited to, if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Platform in connection with any prohibited uses set forth in Section 3; (iii) your use of the Platform is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that STUDIO HALIA deems in its sole discretion as circumventing STUDIO HALIA’s controls, or abusing promotions which STUDIO HALIA may offer from time to time; or (vi) you breach these Terms.

If STUDIO HALIA suspends or closes your User Account or terminates your use of the Platform, STUDIO HALIA may provide you with notice of our actions, unless a court order or other legal process prevents or prohibits STUDIO HALIA from providing you with such notice. You acknowledge that STUDIO HALIA’s decision to take certain actions, including limiting access to or suspending your User Account, may be based on confidential criteria that are essential to STUDIO HALIA’s risk management and/or security protocols. You agree that STUDIO HALIA is under no obligation to disclose the details of its risk management and/or security procedures to you.

On termination of these Terms: (i) you must stop using the Platform and delete and uninstall all copies of any of our STUDIO HALIA Content, and Third-Party Materials from your device(s); and (ii) we may delete any data you submitted or provided via the Platform, except where the law says we must keep it.

8. Your Legal Responsibility

You are responsible for ensuring that you comply with, and that your User Created Content complies with, these Terms and all applicable local laws and regulations. You agree that you will not use the STUDIO HALIA Content or Third-Party Materials accessed through the Platform in any manner prohibited by any applicable laws, restrictions or regulations.

9. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless STUDIO HALIA, and our respective past, present and future parents, officers, directors, employees, business partners, agents, contractors, licensors, licensees, users and each of their respective officers, employees, and agents (as applicable) (collectively, “STUDIO HALIA Entities”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind and nature whatsoever, whether known or unknown (including reasonable attorney’s fees) relating to or arising out of: (a) your use, misuse, or inability to use the Platform, (b) any User Created Content provided by you or your account, (c) your violation of these Terms, (d) your violation of any rights of a third party, (e) your violation of any applicable laws, rules or regulations; or (f) any use or misuse items or goods displayed for purchase or purchased through the Platform. STUDIO HALIA reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with STUDIO HALIA in asserting any available defenses.

10. Liability Disclaimer

STUDIO HALIA makes no representations or warranties about the reliability of the features of this Platform, the STUDIO HALIA Content or any other Platform feature, and disclaims all and any liability in the event of any service failure. You also acknowledge that any reliance on such material or systems or use of the Platform will be at your own risk. STUDIO HALIA makes no representations regarding the amount of time that any STUDIO HALIA Content will be preserved. STUDIO HALIA makes no representation or warranties that any material, Digital Expression’s, images, applications or files, or any other items or goods obtained from or through the Platform are free from computer viruses or other faults or defects. It is your responsibility to take customary precautions against computer viruses and/or concerning inaccuracies, typographical errors or other defects on the Platform or applications or material available on or through Platform. You agree to use this Platform, applications and functions at your own risk.

STUDIO HALIA does not endorse, verify, evaluate, or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Created Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any websites or applications which contain or suggest an endorsement by STUDIO HALIA (including its personnel, business partners and owners) without the prior review and written approval of STUDIO HALIA.

STUDIO HALIA does not guarantee the continuous, uninterrupted, or error-free operability of the Platform. There may be times when all of (or certain features, parts, or content of) the Platform become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended, or withdrawn. Such modifications, suspensions, and withdrawals are in STUDIO HALIA’s sole discretion and may be without notice to you. The Platform is not available in every country and we may restrict access to the Platform based on your location. You agree that STUDIO HALIA will not be liable to you or to any third-party for any unavailability, modification, suspension, or withdrawal of any of the Platform, or any features, parts, or content of the Platform.

THE INFORMATION, COMPANY CONTENT, THIRD-PARTY MATERIALS, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, COMPANY CONTENT, THIRD-PARTY MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, COMPANY CONTENT, THIRD-PARTY MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND AND COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU WILL NOT BE ENTITLED TO RESCISSION OR ANY FORM OF EQUITABLE OR INJUNCTIVE RELIEF, AND IN NO EVENT WILL YOU BE PERMITTED TO PREVENT OR INHIBIT THE PRODUCTION, BROADCAST, EXHIBITION, DISTRIBUTION, MARKETING, ADVERTISING, PUBLICITY, PROMOTION OR OTHER EXPLOITATION OF THE PLATFORM, OR TO OTHERWISE RESTRICT ANY OTHER EXPLOITATION OF THE RIGHTS GRANTED IN THESE TERMS.

You understand and accept that your access to the Platform depends on connectivity over communications networks and facilities that we do not control and that you may experience limitations, delays and other problems when using Platform because of your use of these networks and facilities. We are not responsible for any problems caused by your use of these networks and facilities.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

11. Choice of Law/Jurisdiction

As far as permitted by law, these Terms will be governed by and construed in accordance with the laws of the State of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. By using this Platform, you hereby agree that, as far as permitted by law, any and all disputes regarding these Terms and/or the Platform not subject to the arbitration provision set forth above will be subject to the federal and state courts located in New York, New York. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS SITE OR THESE TERMS WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms operate to the fullest extent permissible by law. If the courts in your country will not apply the laws of the State of New York, then the laws that apply where you are resident will apply to these Terms and if the arbitration agreement below is unenforceable in such country, then the courts in the country where you are resident will resolve the disagreement or claim. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Binding Arbitration

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

You and STUDIO HALIA agree that any controversy or claim (except for any claim of infringement, breach of confidentiality, or misappropriation of any patent, copyright, trademark, or trade secret) arising out of or relating to these Terms, the Platform and/or use of the Platform, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (“Commercial Rules”) by a sole arbitrator. You can access the Commercial Rules at https://www.adr.org/Rules or by calling +1 800-778-7879. You and STUDIO HALIA shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York City, New York, and the language of the arbitration shall be English.

YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY ON YOUR OWN BEHALF, AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY CLASS OR PURPORTED CLASS AND NOT AS A MASS ARBITRATION, AND NO ARBITRATION YOU COMMENCE HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY CLAIMS BY ANY OTHER PERSONS. EACH PARTY SHALL BE EXCLUSIVELY RESPONSIBLE FOR PAYING ITS OWN ARBITRATION FILING FEES, WHICH MAY LATER BE ALLOCATED BY THE ARBITRATOR AS SET FORTH BELOW.

The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. You and STUDIO HALIA each retain the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate nor shall be deemed a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH STUDIO HALIA MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

13. DMCA Notice and Procedure for Copyright Infringement Claims

As STUDIO HALIA asks others to respect its intellectual property rights, it respects the intellectual property rights of others. STUDIO HALIA, in appropriate circumstances, may remove from the Platform information that might infringe the intellectual property rights of others.

a) Procedure for Reporting Copyright Infringements. If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Platform, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• Identification of the URL or other specific location on the Platform where the material that you claim is infringing is located; your address, telephone number, and E-mail address;
• A 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
• 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.
• You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid, and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you may be liable for damages (including costs and attorneys’ fees) if you misrepresent or make bad faith claims that any material on the Platform infringes your copyrights. You can contact us via e-mail ipdepartment@studiohalia.com.

WE SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE SITE.

14. General Terms

You agree that no joint venture, partnership, employment, or agency relationship exists between you and STUDIO HALIA as a result of these Terms or use of the Platform. STUDIO HALIA's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of STUDIO HALIA's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by STUDIO HALIA with respect to such use.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Unless otherwise specified herein, the Terms constitute the entire agreement between you and STUDIO HALIA with respect to the Platform and the Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and STUDIO HALIA with respect to the Platform. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.

The failure of STUDIO HALIA to comply with these Terms because of an act of God, epidemic, outbreak, war, fire, riot, terrorism, earthquake, actions of federal, state, or local governmental authorities or for any other reason beyond the reasonable control of STUDIO HALIA, shall not be deemed a breach of these Terms. 

If STUDIO HALIA fails to act with respect to your breach or anyone else's breach of these Terms on any occasion, STUDIO HALIA is not waiving its right to act with respect to future or similar breaches.

These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but STUDIO HALIA may assign them without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

These Terms constitute a binding agreement between you, your heirs, successors, affiliates, and representatives and STUDIO HALIA, and are accepted by you upon your use of the Platform. By using the Platform you represent that you are capable of entering into a binding agreement.

Contact Us

We welcome your questions or comments regarding the Terms or the Platform. You can complain or submit your opinion or question about STUDIO HALIA or the Platform by contacting us at help@studiohalia.com. This does not prevent you from making any legal claim or complaint to a regulator outside of this process.

ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PURCHASE OF DIGITAL EXPRESSIONS

These Additional Terms and Conditions apply to the services STUDIO HALIA makes available for sale of Digital Expressions and Associated Materials (as defined below) as well as, wherein applicable, physical (non-digital) items available at on the Platform. 

By (1) acquiring a physical product via the platform and the corresponding non-fungible blockchain-based digital asset or token (each, an “Digital Expression”) through the Platform, or otherwise acquiring any such Digital Expression from a previous holder of the Digital Expression, and/or (2) indicating your acceptance of these Terms on the Service, you agree to be bound by these Terms of Service, along with any additional terms provided to you on the Platform or otherwise in the process of making a purchase (collectively, these “Additional Terms”). 

These Additional Terms apply to any person purchasing Digital Expressions (“you”, or “Purchaser”) on the Platform. Digital Expressions available for purchase on the Platform may include Digital Expressions created by STUDIO HALIA or its affiliates, including (unless otherwise stated, or where otherwise defined in a corresponding smart contract) Digital Expressions created and launched by other creators and designers selected by STUDIO HALIA to launch fashion collections (i.e. sell Digital Expressions within STUDIO HALIA’s primary marketplace) on the Platform (referred together herein as "STUDIO HALIA Digital Expressions").

These Additional Terms supplement STUDIO HALIA’s Standard Terms and Conditions set out above and STUDIO HALIA’s Privacy Policy. Certain capitalized terms used in these Additional Terms are defined in the Terms.

We may make changes and improvements to the Platform and update these Additional Terms from time to time. Changes to these Terms will be posted on the Platform, and to the extent required by applicable law, we will also notify you of any significant changes in advance, which may be by email or via a prominent notice on the Platform. You can choose to stop using the Platform at any time. New versions of these Additional Terms will take effect on the posted effective date. You agree to review these Additional Terms periodically to ensure that you are familiar with the most recent version.

1. Eligibility.

a. By using the Platform you represent and warrant that you have the full right, power and authority to agree to, abide by and comply with these Additional Terms, to access the Platform, and purchase any Digital Expression(s) as set forth herein. You further represent and warrant that you are of the legal age of majority in your applicable jurisdiction. You acknowledge and agree that you are solely responsible for ensuring compliance with any and all applicable laws and/or regulations in your local jurisdiction, and that STUDIO HALIA shall be liable to any extent for your compliance or failure to comply with any such laws and/or regulations.

b. You further represent and warrant that you have lawfully obtained all funds and/or assets (e.g., digital assets,) you may use for Platform transactions in compliance with all applicable laws and/or regulations. You acknowledge that STUDIO HALIA may require you to provide additional information and/or documentation and/or take certain action(s) in order to ensure compliance with applicable laws and/or regulations (e.g., those related to tax withholding, or anti-money laundering), compliance with these Terms, and/or any other reason, and agree that you will provide any such additional information and/or documentation upon request. You further acknowledge and agree that STUDIO HALIA and/or its designee(s) may remove your access to the Platform and your ability to purchase any Digital Expression(s) at any time, for any reason, with or without notice to you.

c. STUDIO HALIA reserves the right to terminate your access to and use of the Platform, in whole or in part, at any time, with or without notice, for any or no reason.

2. Transfer of Digital Expressions.

a. In order to receive any Digital Expression(s) through the Platform, you will be required to connect your digital-asset wallet to the Platform. Likewise, to sell an Digital Expression, you will need to connect your digital-asset wallet to the Platform, and ensure that the Digital Expression to be sold is contained in the wallet and available for transfer. You hereby grant the Platform permission to access and/or interact with such a wallet to the extent necessary to the Digital Expression(s) to be purchased or sold. Upon your complete purchase of the physical product, your Digital Expression will be automatically transferred to your wallet. You acknowledge and agree that, due to the nature of blockchain technology, once any transaction has been executed, the transaction cannot be cancelled or reversed. If the Platform is unable to deliver such Digital Expression(s) to the Purchaser’s wallet for any reason, the purchase may be voided. STUDIO HALIA shall not bear any responsibility for any Digital Expression(s) misdelivered as a result of incorrect information provided by you. You are responsible for ensuring that your respective digital-asset wallet is accurately and properly connected to the Platform.

b. STUDIO HALIA is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor. We do not have custody or control over the Digital Expressions or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of Digital Expressions. To acquire your Digital Expression, you must use a third-party wallet which allows you to engage in transactions on blockchains. You are solely responsible for keeping your wallet secure. You should never share your wallet credentials with anyone. You are responsible for complying with the terms and conditions of the applicable third party wallet provider of the wallet and connect with the Platform. STUDIO HALIA does not operate or maintain any digital-asset wallets and is not affiliated with parties who do. We do not have custody or control over the contents of your Wallet and we have no ability access or retrieve its contents. We do not take responsibility for the operation of your wallet or whether your wallet will interact with the Platform as expected or in the manner you intend.

c. Secondary Sales. STUDIO HALIA does not itself buy, sell or take custody or possession of Digital Expressions in any secondary sale, nor does it act as an agent or custodian for any user of the Platform. You will not be permitted to resell your Digital Expression under any circumstances. 

3. License to any Associated Materials.

Holding a given Digital Expression may grant the holder license rights with respect to any digital artwork, models, software or other materials directly associated with such Digital Expression (with respect to a given Digital Expression, such artwork is referred to as “Associated Materials”). Associated Materials are separate from the corresponding Digital Expression. Purchase of an Digital Expression does not assign or transfer ownership of the Associated Materials to the Digital Expression Purchaser. Any rights with respect to the Associated Materials shall be licensed to the Purchaser solely as set forth in Section 6 below.

4. Grant of Rights.

a. With respect to STUDIO HALIA Digital Expressions: Unless otherwise expressly agreed to between a Purchaser of the applicable Digital Expression, the Purchaser of the Digital Expression will (for so long as they continue to hold the Digital Expression) have a limited, personal, non-exclusive, non-sublicensable, worldwide license with respect to the Associated Materials directly and identifiably associated with, applicable and specific to such Digital Expression solely to display, perform and distribute such Associated Materials for non-commercial, personal use, including within audiovisual media (e.g., displaying such Associated Materials on a platform or service, including online games or online environment(s) that may be commonly known as “metaverse(s)”, solely for personal and non-commercial purposes), in each case subject to the terms and conditions set forth herein.

c. The Purchaser represents and warrants that (i) it has the full power and authority to grant the foregoing rights; (ii) it has not entered into, and shall not enter into, any agreement, engagement, or other commitment that would interfere or conflict with the rights granted in these Additional Terms; (iii) its agreement to and performance under these Additional Terms will not violate the contractual, intellectual property, or proprietary rights (including, without limitation, copyrights, trademarks, and rights of publicity and privacy) of any third party; and (iv) it will not knowingly do or permit to be done any act that will, in whole or in part, materially deprive an any third party of its rights, privileges and benefits arising under or by reason of these Additional Terms.

5. Ownership and Limitations.

Except as specifically set forth in Section 6 above, a Purchaser does have any right, title or interest in or to any Associated Materials and will not be deemed to be granted any rights, whether express or implied. 

With respect to any Associated Materials or any derivative works thereof, you may not:

a. create, sell or attempt to create or sell fractionalized interests in any Digital Expression and/or any Associated Materials associated therewith;

b. separate, unlink or decouple any Associated Materials from the Digital Expression(s) with which it is associated;

c. use any Associated Materials to create, sell or attempt to create or sell any new cryptographic token (e.g., any additional Digital Expression(s));

d. reverse-engineer, decompile or otherwise attempt to discover the source code for any Digital Expression or Associated Materials;

e. use any Associated Materials to produce, manufacture, promote, market or offer any physical or digital product or service;

f. transact in securities, commodities futures, options, real estate interests or leases, leveraged or margined assets, debt instruments, or other financial instruments or other similar transactions;

g. transact in any other assets that entitle owners to financial rewards, including but not limited to yield payouts, staking bonuses, or burn proceeds;

h. place false, deceptive or misleading bids or offer, ‘wash trading’ or otherwise attempting to manipulate the market for any asset;

i. use the Platform to offer, promote, sell, purchase or solicit personal services;

j. use the Platform to raise financial or capital for any business, enterprise, investment fund, development project, DAO, or other organization, entity or collective;

l. use any Digital Expression or Associated Materials in connection with any illegal product or service or any other use in violation of applicable law or any product, service, content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate, as determined by STUDIO HALIA; and/or

m. use any Associated Materials and/or exercise any license rights in any manner not expressly authorized herein.

For avoidance of doubt, you have no right to, and you will not, and you will not authorize, permit or assist any third party to, use any name, trademark, logo, branding or other intellectual property of STUDIO HALIA or any affiliate, commercial partner or licensor of STUDIO HALIA for any purpose not specifically set forth herein, or otherwise do or say anything to indicate or imply that STUDIO HALIA or any of its affiliates sponsors, promotes or endorses any product, service or media or provides any representations or warranties with respect to any product, service or media.

Also for the avoidance of doubt, if at any time you transfer an Digital Expression to a third party, any rights granted to you hereunder with respect to the Associated Materials associated therewith shall immediately terminate (without the requirement of notice) with no outstanding or ongoing obligation or liability to you.

6. Assumption of Risk.

You acknowledge that any and all Digital Expression(s) and/or Associated Materials is/are made available solely for entertainment purposes and not as an investment instrument of any kind. Accordingly, you acknowledge and agree that as a Purchaser you assume the following risks:

a. to the extent there is a secondary market and/or price for any Digital Expression, such markets and/or prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such Digital Expression, and as such there is no guarantee that such Digital Expression will have or retain any value;

b. risks associated with digital assets (e.g., Digital Expressions) include, but are not limited to, (i) hardware, software and/or Internet failures, (ii) the loss of access to Digital Expression(s) due to, e.g., loss of so-called “private key(s)” or third-party custodial error, (iii) malicious software introduction (e.g., hacking or cyber-attacks), and/or (iv) third parties may obtain unauthorized access to information stored within your so-called “digital wallet” or elsewhere (e.g., fraud);

c. upgrades, so-called “hard forks,” failures, cessations or other changes to the blockchain(s) underlying the Digital Expressions may affect your access to and/or use of any Digital Expression or Associated Materials;

d. risks associated with third-party software providers, marketplaces and/or other actors may be associated with any Digital Expressions or Associated Materials, including with respect to the continued availability of such third party services and/or the protection and/or storage of any digital assets or other data that may be stored or hosted by such third party;

e. the risk of changes to the regulatory and/or policy regime(s) governing blockchain technologies (e.g., Digital Expressions) may adversely affect your access to and/or use of any Digital Expression or Associated Materials;

f. risks may occur from associated with transaction(s) between you and any third party(ies) (e.g., your transfer of an Digital Expression to any such third party).

In addition to assuming all of the above risks, as a Purchaser you acknowledge that you have obtained sufficient information to make informed decision(s) with respect to any Digital Expression (including, without limitation, the acquisition thereof and/or your entering into these Additional Terms) and that you understand and agree that you are solely responsible for determining the nature, suitability and appropriateness of these risks for yourself.

7. Indemnification.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless STUDIO HALIA, and each of their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind and nature whatsoever (including, without limitation, attorneys’ fees and other legal expenses), whether known or unknown, that are caused by, arise out of or are related to (a) your ownership, use or misuse of any Digital Expression and/or Associated Materials; (b) your breach or violation of these Additional Terms; and/or (c) your breach or violation of any right(s) of any third party (collectively, “Claims”). You agree to promptly notify STUDIO HALIA of any Claim(s) and shall cooperate fully with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties, as applicable, 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 ANY WRITTEN AGREEMENT(S) BETWEEN YOU. ON THE ONE HAND, AND STUDIO HALIA AND/OR ANY APPLICABLE PURCHASER, ON THE OTHER HAND.

8. Limitation of Liability.

a. STUDIO HALIA PROVIDES THE MARKETPLACE AND ALL STUDIO HALIA SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. OUR SERVICES MAY NOT BE AVAILABLE DUE TO A VARIETY OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE. STUDIO HALIA AND/OR ITS BUSINESS ASSOCIATE(S)) MAKE NO WARRANTY THAT THE FOREGOING: (A) WILL MEET A PURCHASER’S REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ERROR-FREE, RELIABLE, COMPLETE, LEGAL OR SAFE. STUDIO HALIA DISCLAIMS ALL 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 MARKETPLACE AND STUDIO HALIA SERVICES. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD STUDIO RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO STUDIO HALIA’S GROSS NEGLIGENCE.

b. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY STUDIO], Digital Expression(S) AND/OR ASSOCIATED MATERIALS ASSOCIATE THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. STUDIO HALIA (AND THEIR AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKE NO WARRANTY THAT THE FOREGOING: (A) WILL MEET A PURCHASER’S REQUIREMENTS; OR (B) WILL BE ERROR-FREE, RELIABLE, COMPLETE, LEGAL OR SAFE. STUDIO HALIADISCLAIMS 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 Digital Expression(S) AND/OR ASSOCIATED MATERIALS ASSOCIATE THEREWITH.

c. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL STUDIO HALIA,OR ITS OR THEIR AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS (E.G., DIGITAL EXPRESSIONS), LOSS OF SO-CALLED “PRIVATE KEY(S)”, LOSS OF SO-CALLED “SEED PHRASE(S)”, LOSS OF ACCESS TO ANY SO-CALLED “DIGITAL WALLET(S)”, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH A PURCHASER’S USE, OR INABILITY TO ACCESS OR USE, THE MARKETPLACE AND/OR ANY Digital Expression(S) AND/OR ASSOCIATED MATERIALS, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE MARKETPLACE OR ANY OTHER WEBSITES AND/OR MOBILE APPLICATIONS AND/OR ANY ITEMS OBTAINED THROUGH THE MARKETPLACE OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

d. IN NO EVENT WILL STUDIO HALIA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE Digital Expression(S) AND/OR ASSOCIATED MATERIALS, AND/OR THE ACCESS TO AND/OR USE THEREOF, EXCEED $100.

e. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE MARKETPLACE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

f. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

9. Governing Law.

These Additional Terms will be construed in accordance with the laws of the state of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary.

10. Dispute Resolution.

a. Any controversy or claim arising out of or relating to these Additional Terms, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties thereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York City, New York, and the language of the arbitration shall be English.

b. You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

c. The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. The parties each retain the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

d. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE MARKETPLACE TERMS AND/OR THE RELATIONSHIP(S) CONTEMPLATED HEREIN MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

11. Remedies.

In addition to any other rights and remedies to which STUDIO HALIA may be entitled under contract, at law or in equity, in the event that you breach these Additional Terms at any time, your right to copy, display, perform and/or distribute the Associated Materials and any and all other license rights that you may have under these Additional Terms will immediately terminate without any requirement of notice and with no outstanding or ongoing obligation or liability to you. Upon any termination of your license rights hereunder, you will immediately cease all use of any Associated Materials. STUDIO HALIA may, if and as applicable, disable digital-wallet and/or similar functionality(ies) with respect to the Marketplace and/or the affected Associated Materials, prohibit any platform or service from retrieving or rendering any such Associated Materials in connection with the services they provide and/or take any other steps to prevent unauthorized use of any Associated Materials. STUDIO HALIA will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.

12. Miscellaneous.

These Additional Terms do not, and may not be construed to, create any partnership, joint venture or agency relationship between or among you, STUDIO HALIA. For the avoidance of doubt, you acknowledge and agree that in no event shall STUDIO HALIA be deemed hereunder to be party to any agreement or arrangement by and between you and any person or organization that is not STUDIO HALIA. These Additional Terms (including any Exhibits hereto) may be amended and/or modified by STUDIO HALIA, in its sole discretion, at any time without notice to you. Such amendments and/or modifications shall be effective upon posting. By continuing to access or use the Marketplace and/or own any Digital Expression made available on the Marketplace, you will be deemed to have accepted such amendments and/or modifications. You are advised to regularly review these Additional Terms. If any term, clause or provision of these Additional Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Additional 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 Additional Terms. If STUDIO HALIA fails to insist that you perform any of your obligations under these Additional Terms, or if STUDIO HALIA does not enforce its rights against you, or if it delays in doing so, that will not mean that STUDIO HALIA has waived its rights against you and will not mean that you do not have to comply with those obligations. If STUDIO HALIA does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you. These Additional Terms are personal to you, and are not assignable, transferable or sublicensable by you except with STUDIO HALIA’s prior written consent, unless otherwise specifically set forth herein. All notices under these Additional Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized.

Shipping & Returns

Shipping rates will depend upon your location. Order processing may take up to 7 days. An email containing the tracking number will be sent to you when the order ships.If you are not completely satisfied with your purchase, you may return your item(s) within 14 days of delivery.

To return an item, the following conditions must be met:
• Returns must be requested within 14 days of delivery.
• The returned item(s) must be in new condition, unworn, and in the original packaging.

We are not responsible for loss or damage during return shipment. Any item(s) returned not in the required condition will be returned to you and the refund will be denied.

Please note:
• U.S. customers will not be refunded for initial shipping costs.
• International customers will not be refunded for initial shipping costs and a return shipping fee will be deducted from your refund to cover the cost of the return shipment.
• Refunds will be issued in the original form of payment made.
Once your return is delivered, please allow 5-7 business days for your return to be processed. You will receive an email confirmation once your return has been processed.

Cookies Policy

We and third parties use cookies (a small text file placed on your computer to identify your computer and browser) and other automated tools such as pixels to track your interaction with our Sites and to improve the experience of our Sites and Services, such as saving your preferences from visit to visit to present you with a customized version of the Website. Many web browsers are initially set up to accept cookies. You can reset your web browser to refuse all cookies or to indicate when a cookie is being sent. However, certain features of our Sites or Services may not work if you delete or disable cookies.

We use the following types of cookies and other automated tools:

• Strictly Necessary: These tools are essential to operate the Sites or Services and provide you with services you have requested including to identify and repair errors in the Sites or Services.

• Functional: These tools enable certain features or non-essential functionality on our Sites or Services. For example, we might use these tools to recognize you and remember your preferences or settings when you return to our Sites or Services.

• Advertising: These tools allow us and third parties to learn more about you, including your use of our Sites, Services, and other websites, and advertise products or services that might interest you including our products and services.

• Analytics: These tools help us and third parties understand how our Sites are working and who is visiting our Sites. 

User activity information may be associated with additional information about a user’s session and Personal Information, if provided by the user.

If you arrive at our Sites by “clicking through” from another website, then certain information about you that you provided to that other website, such as the terms you searched that led you to our Sites, may be transmitted to us and we may use it. You should review the Privacy Policy of any website from which you reached our Sites to determine what information the operator collects and how it uses such information. We may retain information about you provided to us by other websites and will use it in accordance with this Privacy Policy. Such information may be associated with other Usage Data or Personal Information.

Information from Advertisements

If you arrive at our Sites via an advertisement (e.g., banner ad), we may collect information regarding the advertisement with which you interacted and your interactions (e.g., item clicked, date and time).

Information from Social Media

If you engage with us via social media or visit our Sites through a link on social media, we may collect information regarding your interaction with us and the social media platform.

Google Analytics

One tool we use is Google Analytics. For more information about Google Analytics, including how it collects and processes Personal Information and Usage Data, please review Google’s Safeguarding Your Data disclosure.

Shopify

As a merchant, we utilize the services of Shopify to help facilitate and analyze our customer interactions and purchases. For more information about how Shopify collects and uses Personal Information from consumers as part of its services, including the use of cookies, please review Shopify’s Cookies Policy and Consumer Privacy Policy. If you engage with Shopify when it is acting as our Service Provider (defined below), your interaction is governed by this Privacy Policy. If you engage with Shopify at other times, your interaction is governed by Shopify’s policies and we are not responsible for such interactions.  

How We Use and Share Information

Generally

We may use Personal Information for business purposes, such as to:

• Fulfilling customer requests and support: to provide goods or services, mint NFTs, create and transfer data with crypto-wallets established with third parties such as Magic Labs, keep customers informed about the status of their services, respond to questions and address customers concerns, provide newsletters, announcements, white papers, and other information;

• Marketing and market research: to send communications and offers for our or third parties’ products and services, including offers based on consumers’ interests, personal and business characteristics and location, perform analytics for market and consumer research, trend analysis, financial analysis, and anonymization of personal information;

• Website use and analytics: to provide you with access to and use of our Sites and Services, analyze consumers’ use of our websites, including the use of third-party web analytics services, which may utilize automated technologies to collect data;

• Product research: to conduct research and analysis for maintaining, protecting, and developing services, increase and maintain the safety of our products and services, and prevent misuse;

• Business operations: to evaluate, develop, and improve business operations, products and services offered, perform business administration and other normal business activities;

• Security and safety: to prevent fraud, theft, or violations of our security or the security of third parties; and

• Compliance: to comply with applicable legal requirements, industry standards, contractual obligations, our policies, and take actions that we deem necessary to preserve and enforce our rights and the rights of others.

Service Providers

We may provide your Personal Information to other businesses (“Service Providers”) to provide services to us or on our behalf. Categories of service providers we use include:

• Fulfillment and account servicing vendors, which help us provide products, services, and information to you and service your account including minting NFTs;

• Payment processors, which help us to accept and process the payments for our products/services to you;

• Marketing and communications vendors, which help us market our products/services to you, show you advertisements, and conduct other outreach campaigns, including vendors providing email, telephone, and text message services;

• Research and development vendors, which help us develop and improve our products and services;

• Data and business analytics vendors, which help us collect, analyze, and improve the accuracy of our data (including Personal Information);

• IT and network administration vendors, which provide services such as data storage and management, website hosting, and data security;

• Professional service firms, which provide accounting, legal and other professional services; and

• General service providers, which help us with day-to-day business operations such as office support services, courier services, facilities management, and document destruction.

Each Service Provider is expected to use reasonable security measures appropriate to the nature of the information involved to protect your Personal Information from unauthorized access, use, or disclosure. 

California Shine the Light Disclosure – Your Privacy Rights

We do not sell Personal Information to third parties for their own direct marketing purposes.  

Public Nature of Blockchains

We may facilitate your ability to mint NFTs on the Polygon blockchain. Please be aware that we do not own or control the Polygon blockchain and that any information written on the Polygon blockchain may be publicly accessible.

Other Important Privacy Provisions

Security

We recognize the importance of safeguarding the confidentiality of Personal Information from loss, misuse, or alteration. Accordingly, we employ commercially reasonable administrative, technical, and physical safeguards to protect Personal Information from unauthorized access, disclosure, and use. Even with these safeguards, no data transmission over the Internet or other network can be guaranteed 100% secure. As a result, while we strive to protect information transmitted on or through our Sites or Services, you do so at your own risk.

Compliance with Laws and Law Enforcement

We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We may disclose Personal Information and any other information about you to government or law enforcement officials or private parties if, in our discretion, we believe it is necessary or appropriate to respond to legal requests (including court orders, investigative demands and subpoenas), to protect the safety, property, or rights of ourselves, consumers, or any other third party, to prevent or stop any illegal, unethical, or legally actionable activity, or to comply with law.

Other Transfers

We may share Personal Information and Usage Data with businesses controlling, controlled by, or under common control with us. If we are merged, acquired or sold, or in the event of a transfer of some or all of our assets, we may disclose or transfer Personal Information and Usage Data in connection with such transaction.

International Transfers

Personal Information will be processed in the United States and/or Europe. Whenever we transfer Personal Information concerning a European resident out of the European Economic Area, Switzerland, or the United Kingdom (collectively, “EEA”), we ensure that we have your consent or adequate safeguards are in place as required by the GDPR or its Swiss or UK equivalent by either (i) transferring your Personal Information to countries or persons participating in approved-programs such as the EU-U.S. Data Privacy Framework that have been deemed to provide an adequate level of protection for Personal Information by the European Commission and/or UK government or (ii) using standard contractual clauses approved by the European Commission and/or UK government which give Personal Information a similar amount of protection as it has in Europe, including additional safeguards as needed. Please contact us if you want further information on the specific mechanism used by us when transferring your Personal Information out of the EEA.

By providing Personal Information to us, you consent to the transfer to and processing of your Personal Information in the United States and Europe.

Links and Other Websites

Our Sites may contain links to third party websites. Please be aware that if you access these links, you will be leaving our Site. We encourage users to read the privacy policies of those sites, as we are not responsible for their content, links, or privacy procedures.

Data Retention  

We will only retain your Personal Information for as long as reasonably necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting, or reporting requirements. We may retain your Personal Information for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation or regulatory inquiry in respect to our relationship with you.

To determine the appropriate retention period for Personal Information, we consider the amount, nature and sensitivity of the Personal Information, the potential risk of harm from unauthorized use or disclosure of your Personal Information, the purposes for which we process your Personal Information and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting, or other requirements.