Terms and Conditions
CYBERZILLAZ™ TERMS OF SERVICE
- Introduction to the CyberZillaz™
Welcome to CyberZillaz! CyberZillaz™ is a collection of 2222 characters created as NFT art by Zilla Labs, LLC (“Zilla Labs,” “we,” “our” or “us”) , the CyberZillaz™ founder (“Bill Hillman”). We expect that the CyberZillaz NFTs will bring fun and enjoyment to everyone who see them! Thank you so much for visiting our Site and if you have any questions feel free to reach out to us on one of our social media accounts, including our pages on Discord®, and Twitter® (collectively, “Social Media Pages”).
Discord® is a registered trademark of Discord Inc. (“Discord”). Instagram® and Facebook® are registered trademarks of Facebook, Inc. (“Facebook”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Please be advised that Zilla Labs is not in any way affiliated with Discord, Facebook or Twitter, nor are the Site Offerings endorsed, administered or sponsored by any of the aforementioned entities.
- Legal Background
Each end-user (“User,” “you” or “your”) agrees to the terms and conditions of the Agreement in their entirety, when she/he/it: (a) accesses or uses the Site; (b) accesses and/or views any of the videos, audio, stories, testimonials, text, photographs, graphics, artwork, information and/or other content featured on the Site, as made available by Zilla Labs, LLC (collectively, the “Content”); (c) accesses links to Zilla Labs, LLC’ Social Media Pages; (d) purchases one of the unique non-fungible token (“NFT”) images featured on the Site, including those created by Zilla Labs, LLC (collectively, “CyberZillaz NFT”); and/or (e) utilizes the contact form and/or other functionality as a means to request to be contacted by Zilla Labs, LLC (collectively, “Contact Services,” and together with the Site, Content, Social Media Pages and CyberZillaz NFTs, the “Site Offerings”).
PLEASE REVIEW THE TERMS OF THE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS, DOWNLOAD, PURCHASE AND/OR USE, AS APPLICABLE, THE SITE OFFERINGS IN ANY MANNER OR FORM.
THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST ZILLA LABS, LLC, AS WELL AS ITS PARENT, SUBSIDIARIES, RELATED PARTIES, THIRD-PARTY SERVICE PROVIDERS, MARKETING PARTNERS AND FOUNDER (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.
NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).
- What We Own
The names, logos and other Intellectual Property associated with the Zilla Labs, LLC, the Site Offerings and including the CyberZillaz NFTs, are owned by Zilla Labs, LLC as applicable. All rights that are not specifically granted to Users, including owners of CyberZillaz NFTs, are reserved by Zilla Labs, LLC, as applicable. This includes, but is not limited to, the intellectual property rights surrounding the images, names, logos, 3D layer files, trademarks, the Site, the ability to mint 3D or voxel or other versions of CyberZillaz NFTs, the look and feel of the user interface, the smart contract code, or anything else not specifically granted by any of the following licenses.
- What You Own and What You Can Do with It
By connecting your Ethereum “Wallet” and purchasing a CyberZillaz NFT, via our smart contract, you have obtained your own CyberZillaz NFT! You can show it off, use it as your pfp, sell it, and even merchandise it.
- Specifics on Commercial and Derivative Rights
We appreciate your desire to utilize CyberZillaz NFTs in various commercial ways, and we are open to you doing just that! When it comes to limiting commercial rights, however, we want you as an NFT holder to realize that you may use the CyberZillaz NFT image in its fullness only! The individual layered files and traits are proprietary and are our own creation. You are not permitted to create derivative works, or new works, utilizing any individual layered files and traits that are separated from the CyberZillaz NFT image as a whole; provided, that derivative works featuring the Artist NFT image in full shall be permitted subject to certain restrictions. You are not permitted, under any circumstances, to mint new NFTs that are derivatives of our CyberZillaz NFTs, change the original CyberZillaz NFT, or mint another NFT using our CyberZillaz NFT in any way.
Other than that, you can create whatever merchandise you would like, and sell same. In addition to the foregoing limitations, Users may not engage in any commercial use of any CyberZillaz NFT in connection with any material, venture, product and/or service which is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, objectionable, unreasonable or that infringes upon any intellectual property rights, proprietary rights or confidentiality obligations. Each User shall indemnify and defend Zilla Labs, LLC from and against any and all claims, damages, proceedings, loss or costs arising from any such prohibited use. User shall not use the CyberZillaz in any way that could be construed as being adverse, negative, or derogatory to the image and/or reputation of CyberZillaz, Zilla Labs, LLC.
- No Guarantees or Future Promises
When you purchase a CyberZillaz NFT, you agree that your purchase from that launch of NFTs is all you are guaranteed to receive in exchange for your funds. Whether through primary or secondary channels, the art is what you receive. Any future benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase. You agree that you are not relying on any future commitments by Zilla Labs, LLC in connection with making a purchase.
- CyberZillaz NFTs Are Not Intended as Investments
CyberZillaz NFTS are meant to be fun NFTs for you to collect. They are not meant as investment vehicles. We make absolutely no promise or guarantee that the CyberZillaz NFTs will be worth anything more than what you and the market deem the art to be worth. This could very well be zero monetary value. You understand and agree that the CyberZillaz NFTs have no inherent monetary value, and they should be treated as nothing more than a collectible with potential future value or lack thereof.
- Payment Terms; Taxes
(a) Where a User wishes to obtain a CyberZillaz NFT, and upon such User connecting her/his/its Wallet to the designated area of the Site, that User’s Wallet will be charged the applicable purchase fee (the “Fees”) for the applicable CyberZillaz NFT. ALL FEES ARE FINAL PAYMENTS AND NON-REFUNDABLE.
(b) Users are entirely responsible for the safety and management of their own private Ethereum Wallets and validating all transactions and contracts generated by and through the Site before approval of same. Subject to the conditions set forth herein, you agree to be bound by the billing provisions of Zilla Labs, LLC (“Billing Provisions”) in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), Zilla Labs, LLC reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Subsequent payment of Fees after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any Fees incurred prior to the applicable amendment or modification. Zilla Labs, LLC’ authorization to bill for purchases may be obtained by way of your electronic signature. Once an electronic signature is submitted, the electronic order constitutes an electronic letter of agency. Zilla Labs, LLC’ reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.
You are entirely responsible for any tax liability which may arise from minting or reselling your CyberZillaz NFT.
- Registration Requirements and Necessary Equipment
The Site Offerings are available only to individuals who can enter into legally binding contracts under applicable law and are acting either in their individual capacity, or in their capacity as duly authorized representatives of a valid business entity (“Entity”). If a User is under eighteen (18) years of age (or the applicable age of majority in her/his respective jurisdiction, if greater than eighteen (18) years of age), if that User is unable to enter into legally binding contracts under applicable law, and/or if that User is attempting to represent an Entity but is not in acting in her/his capacity as a duly authorized representative of that Entity, that User does not have permission to access or use the Site Offerings.
Users shall be responsible, at all times, for ensuring that they have an Internet connection, computer/mobile device, up-to-date Internet browser version, a functioning Wallet capable of accessing the CyberZillaz NFT, any cryptocurrencies necessary to purchase and/or sell the CyberZillaz NFTs including, where applicable, Ethereum (“ETH”), a functioning an e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the Site Offerings. Zilla Labs, LLC does not guarantee the quality, speed or availability of the Internet connection associated with any mobile device and/or computer. Zilla Labs, LLC does not guarantee that the Site Offerings can be accessed: (a) on all mobile devices; (b) through all wireless service plans; (c) in connection with all Internet browsers; and/or (d) in all geographical areas. Standard messaging, data and wireless access fees may apply to use of the Site Offerings through a wireless device. Users are fully responsible for all such charges and Zilla Labs, LLC has no liability or responsibility to any User, whatsoever, for any such charges billed by any wireless carrier.
Each User and the Entity that she/he represents (if applicable) agrees to indemnify, defend and hold the Covered Parties harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (a) that User’s/Entity’s improper and/or unauthorized use of the Site Offerings; (b) that User’s/Entity’s violation of any law and/or breach of the Agreement in any manner whatsoever; and/or (c) that User’s/Entity’s violation of any rights of another individual and/or entity. The provisions of this Section 10 are for the benefit of the Covered Parties. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
- Disclaimer of Warranties
THE SITE OFFERINGS, CYBERZILLAZ NFTS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME ARE PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ZILLA LABS, LLC MAKES NO WARRANTY THAT THE SITE OFFERINGS, CYBERZILLAZ NFTS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME, AS WELL AS BLOCKCHAIN TECHNOLOGY: (A) WILL MEET ANY USER’S/ENTITY’S REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE SITE OFFERINGS, CYBERZILLAZ NFTS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ZILLA LABS, LLC WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE OFFERINGS, NFT MARKETPLACES AND/OR BLOCKCHAIN TECHNOLOGY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM ZILLA LABS, LLC OR OTHERWISE THROUGH OR FROM THE SITE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Please be aware that the prices of NFTs are extremely volatile and price fluctuations in ETH could impact the price of your CyberZillaz NFTs both positively and negatively. Given the volatility, CyberZillaz NFTs should not be considered an investment. You assume all risks in connection therewith. No information and/or Content made available by and through the Site Offerings is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, no element of the Site Offerings qualifies or is intended to be an offering of securities in any jurisdiction, nor does it constitute an offer or an invitation to purchase shares, securities, or other financial products. It remains your sole and exclusive responsibility to assure that the purchase and sale of the of the CyberZillaz, and the use of cryptocurrencies, complies the with laws and regulations in your jurisdiction.
You assume all risks associated with using an Internet-based cryptocurrency including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your CyberZillaz. You understand and accept all risk in that regard. Without limiting the foregoing, you assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
- Limitation of Liability
EACH USER EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER ZILLA LABS, LLC NOR THE FOUNDER SHALL BE LIABLE TO THAT USER, THE ENTITY THAT SUCH USER REPRESENTS (IF ANY) OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZILLA LABS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FOR: (A) THE USE OR INABILITY TO USE THE SITE OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE SITE OFFERINGS; (C) ANY DISPUTE BETWEEN ANY USERS, ENTITIES AND/OR THIRD-PARTIES; (D) ANY MATTER RELATED TO THE ETHEREUM PLATFORM OR CRYPTOCURRENCY, BLOCKCHAIN TECHNOLOGY AND/OR ANY USER’S WALLET; (E) THE FAILURE TO REALIZE ANY SPECIFIC INVESTMENT OUTCOME, REVENUE OR OTHER FINANCIAL OUTCOME; AND/OR (F) ANY OTHER MATTER RELATING TO THE SITE OFFERINGS, CYBERZILLAZ NFTS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. EACH USER, ON HER/HIS BEHALF AND ON BEHALF OF THE ENTITY THAT SHE/HE REPRESENTS (IF ANY), HEREBY RELEASES ZILLA LABS, LLC, AND CO-FOUNDER FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF ZILLA LABS, LLC, AND CO-FOUNDER TO ANY USER AND/OR ENTITY UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE SITE OFFERINGS, CYBERZILLAZ NFTS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND/OR THROUGH SAME, MAY BE BROUGHT BY ANY USER, ENTITY OR ZILLA LABS, LLC MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EACH USER, ENTITY AND ZILLA LABS, LLC. ACCESS TO THE SITE OFFERINGS, INCLUDING THE CYBERZILLAZ, WOULD NOT BE PROVIDED TO ANY USERS AND/OR ENTITIES WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF ZILLA LABS, LLC AND CO-FOUNDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Dispute Resolution Provisions
The Agreement shall be treated as though it were executed and performed in Iredell County, NC and shall be governed by and construed in accordance with the laws of the State of North Carolina (without regard to conflict of law principles). The parties (and Covered Parties) hereby agree to arbitrate all claims that may arise under and/or relate to the Site Offerings and/or the Agreement. Without limiting the foregoing, should a dispute arise between the parties/any Covered Parties including, without limitation, any matter concerning the Site Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties/Covered Parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association (“AAA”) in North Carolina, in accordance with the then current Commercial Arbitration rules of the AAA; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. The Covered Party(ies) named in your Initial Dispute Notice (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the AAA, in your county of residence, by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than the applicable Final Settlement Offer, then the Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Named Party(ies) will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing, and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have a right to an award of attorneys’ fees and expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies) will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
To the extent permitted by law, you agree that you will not bring, join, or participate in any class action lawsuit as to any claim, dispute, or controversy that you may have against any of the Covered Parties. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that any Covered Party incurs in seeking such relief. This provision prevents you from bringing, joining, or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.