TERMS OF SERVICE
Effective: June 6, 2021
Last Updated: June 6, 2021
These Terms of Service (these “Terms”) govern your access to and use of the ThirdAct.Digital website, owned and operated by Third Act Digital LLC (“we”, “us”, “our” or “Third Act”); including without limitation the creation, purchase, sale, exchange, or modification of certain digital assets; our online and/or mobile services, and software provided on or in connection with those services (collectively, the “Service(s)”).
Before you use the Service, however, you will need to agree to these Terms and any terms and conditions incorporated herein by reference (collectively, these “Terms"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS GOVERN YOUR USE OF THE SERVICE. WE ARE ONLY WILLING TO MAKE THE SERVICE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP.
1. USE OF THE THIRD ACT; ACCOUNT SET-UP AND SECURITY
To use Third Act, you must link your digital wallets on supported bridge extensions. Before putting in an offer to purchase a unique digital asset from another user, you will download a supported electronic wallet extension, and connect and unlock your digital wallets with that extension. Once you submit an order to purchase a unique digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf. Each collectible is a non-fungible token (an “NFT”) on the Hedera blockchain network (the “Hedera Network”). You must provide accurate and complete registration information when you create an account for Third Act. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. You are responsible for the security of your account for Third Act and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at firstname.lastname@example.org. You will use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that Third Act may elect to accept from time to time. Transactions that take place on Third Act are managed and confirmed via the Hedera Network. You acknowledge and agree that, whenever you enter into a transaction on Third Act your Hedera Network public address will be made publicly visible.
2. YOUR SHOWSTOPPERS
Third Act allows you to purchase, earn, collect and showcase moments (each, a “Showstopper”) from the various theatrical productions working with Third Act. Each Showstopper is an NFT on the Hedera Network.
You can purchase Showstoppers by: transferring USD or similar federally-backed currency for HBAR on Atomic Wallet and then transferring HBAR currency to Third Act in exchange for a Showstopper.
You can also earn Showstoppers for free by participating in certain challenges or marketing campaigns on Third Act, or by completing certain tasks that we may make generally available from time to time.
Showstoppers are composed of a photograph, GIF, MP4 or similar video file of various theater productions. Each Showstopper has a defined set of attributes – including scarcity – which help determine the value of the Showstopper.
You acknowledge and agree that the value of each Showstopper is inherently and highly subjective.
3. PAYMENT AND FEES
Any payments or financial transactions via Third Act conducted solely through the Hedera Network. You acknowledge and agree that we have no control over these payments or transactions, and do not have the ability to reverse any payments or transactions. You acknowledge and agree that we will not be liable to you or any third party for claims or damages that may arise as a result of any payments or transactions that you engage in via Third Act, or any other payment or transactions that you conduct via the Hedera Network. We do not provide refunds for any purchases that you might make on or through Third Act – whether for Showstoppers or anything else.
Every transaction on the Hedera Network requires the payment of a transaction fee, which provide funding for the network of computers that run the decentralized Hedera Network. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any such fees for any transaction that you carry out via Third Act. You will be solely responsible to pay any and all sales, use, value added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of Third Act. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including fees) made to us pursuant to these Terms.
4. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS
YOUR OWNERSHIP OF SHOWSTOPPERS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH SHOWSTOPPERS FROM A LEGITIMATE SOURCE.
Given that each Showstopper is an NFT on the Hedera Network, when you purchase a Showstopper in accordance and compliance with these Terms (and applicable legislation), you will become the exclusive owner of the underlying NFT; thus giving you the right to swap your Showstopper, sell it, or give it away. Ownership of the Showstopper is mediated entirely by the Hedera Network. Except as otherwise permitted by these Terms in cases where we determine that the Showstopper has not been rightfully acquired from a legitimate source, we will not seize, freeze, or otherwise modify the ownership of any Showstopper.
You acknowledge and agree that we (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of Third Act, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of Third Act (collectively, the “Third Act Materials”)). You acknowledge that Third Act Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Third Act Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and tradenames associated with Third Act or otherwise contained in Third Act Materials are proprietary to us or our licensors. Except as expressly set forth herein, your use of Third Act does not grant you ownership of or any other rights with respect to any content, code, data, or other Third Act Materials that you may access on or through Third Act. We reserve all rights in and to Third Act Materials that are not expressly granted to you in these Terms.
You acknowledge and agree: (a) that your purchase of a Showstopper, whether via Third Act or otherwise, does not give you any rights or licenses in or to Third Act Materials (including, without limitation, our copyright in and to the associated art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a Showstopper that you have purchased or acquired in compliance with the terms hereof and applicable law (collectively, “Design”)) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of Third Act Materials (including, without limitation, any Design) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
Subject to your continued compliance with these Terms, we grant you a worldwide, nonexclusive, revocable, non-transferable, royalty-free license to use, copy, and display the Design for your properly purchased or acquired Showstoppers, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Showstoppers, provided that the marketplace cryptographically verifies each Showstopper’s owner’s rights to display the Design for their Showstopper to ensure that only the actual owner can display the Design; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Showstopper, provided that the website/application cryptographically verifies each Showstopper’s owner’s rights to display the Art for their Showstopper to ensure that only the actual owner can display the Design, and provided that the Design is no longer visible once the owner of the Showstopper leaves the website/application.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Design in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Design to advertise, market, or sell any third party product or service; (c) use the Design in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Design for your Showstopper in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Design; or (g) otherwise utilize the Design for your or any third party’s commercial benefit.
If the Design contains third party intellectual property (, you acknowledge and agree that: (a) you do not have the right to use such third party intellectual property in any way except as incorporated in the Design, and subject to the license and restrictions contained herein; (b) depending on the nature of the license granted from the owner of the third party intellectual property, we may need to (and reserve every right to) impose additional restrictions on your ability to use the Design and/or Showstopper; and (c) to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such.
The license granted in Section 4(v) above applies only to the extent that you continue to own the applicable Showstopper. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Showstopper for any reason, the license granted in this section will immediately terminate with respect to that Showstopper without the requirement of notice, and you will have no further rights in or to the relevant Design and/or Showstopper. The restrictions of this section will survive the expiration or termination of these Terms.
5. REPRESENTATIONS AND WARRANTIES
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE APP, AND FOR THE CONSEQUENCES THEREOF. YOU AGREE TO USE THE SERVICES IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
You will not (and you will not allow any third party to) use Third Act to:
1. distribute or disseminate unlawful, defamatory, harassing, abusive, fraudulent, obscene, or objectionable content;
2. distribute of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
3. upload, post, transmit or otherwise make available via Third Act any content that infringes a third party’s intellectual proprietary rights;
4. pursue unauthorized commercial purpose;
5. modify, adapt, or reverse engineer any portion of Third Act;
6. remove proprietary rights notices;
7. display content that contains any violent or hateful content;
8. use any devices or software to retrieve or index any portion of Third Act or the content posted on Third Act, or to father information about Third Act’s userbase;
9. interfere with the use of Third Act by other users, including abusing, harassing, or threatening another user of Third Act;
10. interfere with management and operations of Third Act, including having abusive, harassing of threatening interactions with any Third Act representatives.
You will not (and you will not allow any third party to) :(1) create user accounts by automated means or under false or fraudulent pretenses; (2) impersonate of another person; (3) use bots or other similar forms of automation to engage in any activity or transaction; or (4) purchase or otherwise acquire Showstoppers via unlawful or inappropriate means.
You acknowledge and agree that, in the event you violate any of the above-mentioned duties (or in the event we reasonably suspect that you are violating the above-mentioned duties), we shall, without prejudice to any other equitable or legal remedy we may have, have the right to immediately suspend your use of Third Act and/or terminate your account (without prior notice, in each instance), as well as confiscate any Showstopper that may have been acquired through illegal or improper means.
At any time, you may cancel your account and discontinue your access to and use of Third Act. For the avoidance of doubt, Third Act will not issue any refunds for any purchases that you have made on Third Act.
We may, without notice, to terminate these Terms, in our sole discretion and for no reason, and suspend and/or terminate your account. You agree that termination of these Terms and/or suspension or termination of your Third Act account shall not be our exclusive remedy in the event we discover or reasonably suspect that you have breached these Terms or have otherwise engaged in any illegal. Notwithstanding our decision to suspend and/or terminate your account in accordance with the terms hereof, we reserve there the right to pursue all other remedies we may have at law or in equity.
You acknowledge and agree that we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using Third Act.
Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on Third Act or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 and 3 through 16 will survive the termination or expiration of these Terms for any reason.
YOU AGREE TO WAIVE AND INDEMNIFY US, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FOR ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIRD ACT IS ENTIRELY AT YOUR RISK, AND THAT THIRD ACT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THIRD ACT AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.
WE, OUR AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THIRD ACT WILL BE ACCURATE; (IV) THIRD ACT OR ANY CONTENT, SERVICES, OR FEATURES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THIRD ACT WILL BE SECURE. YOU ACCEPT THE INHERENT SECURITY RISKS OF DISCLOSING INFORMATION OVER THE INTERNET, AND ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR FRAUD OR GROSS NEGLIGENCE. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE HEDERA NETWORK, OR YOUR ELECTRONIC WALLET.
SHOWSTOPPERS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE HEDERA NETWORK. WE ARE IN NO WAY RESPONSIBLE FOR LOSSES RESULTING FROM OR RELATED TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE HEDERA NETWORK, OR ANY ELECTRONIC WALLET.
8. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT WE, OUR AFFILIATES AND LICENSORS ARE IN NO WAY LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE, OUR AFFILIATES AND LICENCORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIRD ACT OF A SHOWSTOPPER WILL BE ENTIRELY AT YOUR RISK. YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER PURCHASES OR SALES OF SHOWSTOPPERS OUTSIDE OF THIRD ACT. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING SHOWSTOPPERS OUTSIDE OF THIRD ACT.
9. ASSUMPTION OF RISK
You acknowledge and agree that the prices of collectible blockchain assets are extremely volatile and highly subjective. You also acknowledge and agree that these collectible blockchain assets have no inherent or intrinsic value. As a result, you acknowledge that the price of any collectible blockchain asset may experience fluctuate, which could have materially and adversely consequences on the value of any Showstopper you may have acquired through Third Act. For the avoidance of doubt, we make no guarantees that any Showstopper will retain its original value.
You are entirely responsible for determining what taxes may apply to any transactions related to your Showstoppers. We are not responsible for determining the taxes may apply to any such transactions.
You acknowledge and agree that Third Act does not store, send, or receive Showstoppers as these exist only by virtue of the ownership record maintained on Third Act’s supporting blockchain in the Hedera network. As a result, you acknowledge and agree that Showstoppers are transferred within the supporting blockchain in the Hedera network, and not on Third Act.
You acknowledge and agree that there are risks associated with using an Internet-based currency, and you acknowledge and agree that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Hedera Network, however caused.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development Services and the utility of your Showstoppers.
Third Act relies on third-party platforms to perform the transactions. If we are unable to maintain a good relationship with any such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of Third Act may suffer.
You agree to hold harmless and indemnify us and our affiliates, and our and their respective officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of Third Act; (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of Third Act; or (iv) your fraud, willful misconduct or gross negligence.
11. THIRD PARTY SITES AND SERVICES
When you click on a link to a third party website or application, we will not warn you that you have left Third Act and are subject to the terms and conditions (including privacy policies) of another website or destination. You agree that we have no control over any third party website or application and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to any third party website or application, or their products or services. As a result, you will use any and all links to third party websites or applications at your own risk.
You affirm that you are over the age of 18. If you are under the age of 18, you may not use Third Act. If we learn or suspect that any user is under the age of 18, we will unfortunately have to close your account.
16. DISPUTE RESOLUTION
You agree that any dispute or claim relating in any way to your access or use of Third Act, to any products sold or distributed through Third Act, or to any aspect of your relationship with Third Act, will be resolved by binding arbitration, rather than in court, except that Third Act may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
The place of arbitration shall be New York, New York, United States of America.
Each party will cover its own fees and costs associated with the arbitration proceedings.
The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that we may seek injunctive relief and other equitable remedies without proof of monetary damages to enforce any of these terms.
17. MISCELLANEOUS PROVISIONS
Changes and Updates - You acknowledge and agree that we may change and update any feature on Third Act without prior notice to you.
Severability - Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions hereof.
No Waivers - No failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
Governing Law & Jurisdiction- All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Subject to of the Dispute Resolution section hereof, you agree that the courts of the State of New York shall have jurisdiction over any legal action or proceeding arising under these Terms will be brought exclusively.
Notices - We may provide you with any notices (including, without limitation those regarding changes to these Terms) through postings directly on Third Act or via email. You hereby agree that by providing us with your email address, you consent to our using the email address to send you any notices.
Assignment - You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent, and any assignment in violation of the terms hereof shall be null and void. We reserve the right to assign our rights and obligations under these Terms in our sole discretion, without any notice whatsoever.