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Terms and Conditions
Terms and Conditions

Last updated: 2 July 2022

Introduction
These Terms and Conditions constitute the User Agreement and Terms of Service (hereafter the “Terms & Conditions”) between SPARKLESNFT (the “Platform”), owned and operated by SPARKLES FZCO dba SPARKLES (referred to as “SPARKLES” or the “Site”) and any person, customer, or entity (referred as the “User”) utilizing the Platform, and any products, features and services provided thereon, or on related sites that this is connected to (“Platform Services”). These Terms & Conditions do not create any agency, partnership, or joint venture between SPARKLES and User. By signing up for an account through the Platform or any associated websites, APIs, or mobile applications, the User acknowledges, agrees, and consents to these Terms & Conditions. These Terms & Conditions may be amended and updated at any time at the sole discretion of SPARKLES. Revised versions will be considered effective as of the date and time posted on the Platform Site. SPARKLES may or may not choose to email the User with a summary of changes at its own discretion or update the date near the top of the Terms & Conditions. Any updates to the Terms & Conditions are considered effective as of the time and date posted on the Platform Site, whether or not an email is sent. By continuing to access or use the Service, you confirm and consent to any revised Terms & Conditions and all of the terms incorporated therein by reference. The User is expected and encouraged to review the Terms & Conditions frequently. If the User does not agree to any updated terms included in the Terms & Conditions, the User may not use the Platform.
Please refer to the SPARKLES Privacy Policy for information on how the Platform collects, uses and shares personal information about the User. While terms used in the Privacy Policy may be different than those used herein, all terms apply to the User hereunder.
PLEASE READ THESE TERMS & CONDITIONS DILIGENTLY BEFORE USING THE PLATFORM. THESE TERMS & CONDITIONS WILL GOVERN YOUR USE OF THE PLATFORM, AND BY USING THE PLATFORM YOU HEREBY AGREE AND CONFIRM THAT YOU UNDERSTAND AND ARE 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 ENTER INTO A CONTRACT ON BEHALF OF SAID COMPANY OR LEGAL ENTITY, AND HAVE THEREBY ACCEPTED THESE TERMS ON BEHALF OF THE SAME. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO DO SO, YOU MAY NOT USE THIS PLATFORM.
SPARKLES is not a wallet provider, exchange, broker, financial institution, or creditor. SPARKLES provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public blockchains. SPARKLES does not have custody or control over NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.
SPARKLES is not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (or any content associated with such NFTs) visible on the Service. You bear full responsibility for verifying the legitimacy, accuracy and authenticity on any offers you receive on NFTs and are solely responsible in ensuring the value of any offers you receive on your NFTs from third-party users.
The Platform provides Users with the ability to sell and purchase Platform Assets (as defined below) via Platform Auction (as defined below). ANY PURCHASE OR SALE THAT YOU MAKE VIA THE PLATFORM, PLATFORM AUCTION, OR A MEANS OTHER THAN THE PLATFORM OR BY WAY OF PLATFORM AUCTION, OR ANY PRODUCTS, FEATURES AND SERVICES CONTAINED PROVIDED THEREON, IS ENTIRELY AT YOUR OWN RISK, EVEN IF SAID PURCHASE CONTAINS PLATFORM ASSETS OR IS ON THE PLATFORM USING THE PLATFORM AUCTION. NEITHER THE PLATFORM, NOR SPARKLES WILL INDEMNIFY OR HOLD USER HARMLESS FOR SAID PURCHASE/AUCTION OR OWE ANY LEGAL DUTY OR OBLIGATION TO THE USER. USER BEARS THE FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF PLATFORM ASSETS PURCHASED ON THE PLATFORM, VIA PLATFORM AUCTION, OR ANY OTHER MEANS. SPARKLES AND THE PLATFORM MAKE NO REPRESENTATIONS REGARDING THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF PLATFORM ASSETS.
A User may only take part in a Platform Auction via the use of any allowable third-party electronic wallet extensions (“Wallet Extensions”). SPARKLES reserves the right to unilaterally decide which extensions may be linked to the Platform. SPARKLES will never take custody or control over any Platform Assets. The Platform does not store, send, or receive any Platform Assets, but such transactions are directly facilitated by the Wallet Extensions. All Users will be bound and obligated by such terms and conditions or terms of service that any Wallet Extensions require. The Platform does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). The Platform is not a custodian, exchange or money transmitter.
1. PLATFORM SERVICES.
The Platform provides Users with the ability to sell and purchase Platform Assets (as defined below) via Platform Auction (as defined below) and to engage in the FTSO (as defined below).
1.1 Platform Assets. Platform Assets refer to non-fungible tokens (“NFTs”), created and implemented on the Flare network, or other blockchain network(s) that the Platform allows, by the way of smart-contract or otherwise.
1.2 Platform Auction. Platform Auction refers to the sale and/or auction mechanism supported by the Platform in which Platform Assets are made available for purchase, sale, and otherwise by SPARKLES and Users. SPARKLES reserves the right to publish a guide and/or rules surrounding the Platform Auction at any time. Said rules, if created, will be incorporated into these Terms & Conditions by reference. All transactions that take place via Platform Auction are initiated and fulfilled by way of Wallet Extensions and decentralized blockchain technology.
1.3 FTSO. The FTSO is the Flare Time Series Oracle which will allow users to delegate their tokens (including Songbird, Flare Token, and others) to the Sparkles FTSO provider, or others. User agrees and understands that the FTSO is included and covered under these Terms & Conditions.
2. USER OBLIGATIONS.
2.1. Log-in Credentials. The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials (if any) on the Platform and any other login for the Platform. Login credentials generated for the User by the Platform are for the User’s internal use only. The User is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person. The User is solely responsible for preserving the confidentiality of the User’s Wallet Extension, private and public keys, and any other information required to import a Wallet Extension.
2.2. Blockchain Network Risk. The User represents and warrants that the User accepts all risks of the blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, technological and operational error. The User understands these risks may result in delays or failure to process transactions and potentially high blockchain transaction fees or third party fees. The User represents and agrees that the Platform (including SPARKLES) is not responsible for any diminished Platform Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to blockchain transaction fees, third party fees, or operational degradation, congestion, failure, or other disruption of the blockchain network used by the User, SPARKLES or the Platform may, at its sole discretion and upon notice to the User, make any adjustments to the Platform Services.
2.3. Blockchain Modification Risk. The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to the features and specifications of the algorithm selected by the User. Such changes may include or result in the elimination of support for specific algorithms and applications.
2.4. Trade Compliance. User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union, U.S. and U.A.E. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Arab Emirates (e.g. UAE National List of Terrorist Individuals and Entities (in compliance with Cabinet Resolution No. 20 of 2019) or other applicable government authorities.
2.5 Ownership Restrictions. User acknowledges and agrees that SPARKLES, the Platform, any content creator, or third party contact provider (or, as applicable, any licensors) own all legal right, title, and interest in and to all elements of their respective intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of any content provided on the Site, SPARKLES, or the Platform are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All such intellectual property is the property of its owners or licensors, and all trademarks, service marks, and trade names are proprietary to its owner or licensors. Except as expressly set forth herein, the use of the Platform Services and the Platform does not grant User any ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform.
2.6 Children. USER AFFIRMS HE/SHE IS OVER THE AGE OF 18, AS THE PLATFORM AND PLATFORM SERVICES ARE NOT INTENDED FOR CHILDREN UNDER THE AGE OF 18.
2.7 Responsibility for Conduct. The User takes responsibility for all activities that occur for its use of the Platform Services, and the User accepts all risks of any authorized or unauthorized access to the Platform Services, to the maximum extent permitted by law. The User represents and warrants that the User is familiar with and accepts the risks associated with digital applications and private keys, including the risks described herein. The User is solely responsible for its own conduct while accessing or using the Platform Services and for any consequences thereof. The User agrees to use the Platform Services for purposes that are legal, proper, and in accordance with these Terms & Conditions and any applicable laws or regulations. By way of example, and not as a limitation, the User may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Platform Services any content that infringes the intellectual proprietary rights of any party; (v) use the Platform Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of the Platform or attempt to defraud other users on the Platform; (viii) exploit the Platform for any unauthorized commercial purpose (including, but not limited to the sale of fraudulent Platform Assets); (ix) modify, adapt, translate, or reverse engineer any portion of the Platform Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xi) reformat or frame any portion of the Platform; (xii) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; or (xiv) create user accounts by automated means or under false or fraudulent pretenses.
2.8 Representations Made By User. The User acknowledges and agrees that the Platform Assets ARE NOT being sold as an investment by, or of SPARKLES nor the Platform.
3. ACCOUNT REGISTRATION AND COMMUNICATION.
3.1 Registration. The User represents and warrants that all information provided by User in the creation of an account is true and accurate at the time of account creation. The User represents and warrants that should said information change, User shall immediately update it as necessary on the Platform. The User agrees that it will not create a second account while its first account remains in existence, that it will not buy, sell or lease its account, share its account, or connect its account with an unauthorized third party site, person, or otherwise.
3.2 Changes in Registration Requirements. At any time, SPARKLES may change the requirements based on applicable law, regulation, or for any other reason. As such, SPARKLES may ask the User for additional information and/or documentation. Should the User fail to reply in a timely manner and/or fail to provide the desired information and/or documentation within a time period to be determined by SPARKLES at SPARKLES’s discretion, SPARKLES may temporarily suspend the User’s account, or the ability to engage in transactions on the User’s account, until the request is fulfilled, at SPARKLES’s discretion.
3.3 Communications. We may provide disclosures and notices required by law and other information about your Platform account to you electronically, by posting it on our website, pushing notifications through the Platform, or by emailing it to the email address listed in your Platform account or that you otherwise provided to SPARKLES. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact support. If we are unable to support your request, you may need to terminate your Platform account.
4. TERMINATION.
4.1. General. SPARKLES may suspend or terminate the User’s access and use of Platform Services immediately and without notice if: (i) SPARKLES determines the User’s use of the Platform Services poses a security risk to the Platform Services or any third party, could adversely impact SPARKLES or any other SPARKLES users, or could subject SPARKLES, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the Platform Services; (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (v) creates or lists false items; (vi) uses the Platform from a country sanctioned by the United States, the European Union or the United Arab Emirates; (vi) places misleading bids or offers; (vii) spam lists items, or; (v) for any other reason that SPARKLES determines, at SPARKLES’s sole discretion.
4.2. Effect of Suspension or Termination. If SPARKLES suspends or terminates the User’s right to access or use of Platform Services, at any time and for any reason, neither SPARKLES nor the Platform shall have any liability or obligation to the User, and the User will not be entitled to any refund or other damages.
5. PUBLICITY.
The User is permitted to publicly state that it is a customer or user of SPARKLES, consistent with any trademark guidelines which may be adopted by SPARKLES from time to time. The User agrees to abide by the Privacy Policy and code of conduct of SPARKLES.
6. REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to the provision or use of SPARKLES Services.
7. LICENSE TO ACCESS PLATFORM SERVICES AND PLATFORM ASSETS.
When a User purchases a Platform Asset, the User owns the underlying NFT completely, meaning that the User can sell the NFT and/or give it away. Subject to continued compliance with the Terms & Conditions, the User is granted a worldwide, non-exclusive, non-transferable, royalty-free license to use and display the Platform Asset solely for the following purposes (only where the Platform has the right to offer same): (1) for the User’s personal, non-commercial use; (2) as a part of the Platform Auction that allows for the purchase and sale of Platform Assets, or; (3) as part of a third party marketplace or application that allows the User to transfer its Platform Asset.
8. DISCLOSURES & RISKS.
8.1 Notification. SPARKLES notifies each User of certain disclosures and risks associated with blockchain, NFTs, and cryptocurrency and their associated technology and protocols. Platform Services are not an investment product; under no circumstances shall an action, notice, communication by any means, or omission by SPARKLES, be understood or interpreted as such. SPARKLES has no influence whatsoever on any blockchain integrated into the SPARKLES Platform, the transactions and consensus protocols, NFTs or Wallet Extensions. The ownership of an NFT or use of Platform Services does not represent or constitute any ownership right, stake, share, security, debt, or equivalent privileges. In addition to the statement above, a User's ownership of NFTs does not include the right to receive any form of revenue from participation in or relating to any blockchain or digital reward, including the SPARKLES blockchain or SPARKLES.
8.2 NFTs. NFTs are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than fiat currency. Moreover, NFTs are not insured against theft or loss by any insurance corporation or any investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.3 Market Risk. The value of NFTs is derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding NFTs carries exchange rate and other types of risk. The value of NFTs may be derived from the continued willingness of market participants to exchange traditional government currency for NFTs, which may result in the potential for a permanent and total loss of value of a particular NFT should the market disappear. The volatility and unpredictability of the price and value of NFTs, relative to government currency, may result in significant loss over a short period of time. SPARKLES cannot guarantee or warrant the value of any NFT or blockchain, including the SPARKLES blockchain and Platform Assets, and explicitly warns the User that there is no reason to believe that any NFT or blockchain asset will increase in value, and that it may hold no value, decrease in value, or entirely lose value.
8.4. Regulatory Risk. Legislative and regulatory changes or actions at the local, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Platform Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. SPARKLES may cease any distribution of any of the above, the development of the Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which SPARKLES operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory or other similar types of (including banking) authorities will not examine the operations of SPARKLES and/or pursue enforcement actions against SPARKLES. Such governmental activities may or may not be the result of targeting SPARKLES in particular. All of this may subject SPARKLES to judgments, settlements, fines, or penalties, or cause SPARKLES to restructure its operations and activities or to cease offering certain products or services, all of which could harm SPARKLES’s reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on the Platform Services.
8.5 Technology Risk. Virtual NFT and blockchain transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the User initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.
9. DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARKLES, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. SPARKLES, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF PLATFORM SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND PLATFORM ASSETS. NEITHER SPARKLES, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF PLATFORM SERVICES, SPARKLES BLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE OR UNINTERRUPTED. SPARKLES, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.
10. LIMITATION OF LIABILITY.
10.1. Limitation of Indirect Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARKLES SHALL NOT BE LIABLE TO THE USER UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF SPARKLES KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF SPARKLES’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER’S PAYMENT OBLIGATIONS.
10.2. Limitation of Amount of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SPARKLES NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO SPARKLES UNDER THESE TERMS & CONDITIONS FOR THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS ANY REWARDS GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF SPARKLES SERVICES.
11. INDEMNIFICATION.
Unless prohibited by applicable law, the User will defend and indemnify SPARKLES and its affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of SPARKLES Services.
12. MISCELLANEOUS.
12.1. Assignment. The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions without the prior written consent of SPARKLES, which may be withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for the User’s consent, SPARKLES may assign any obligation, right, and these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which SPARKLES may be a party.
12.2. Disputes. Any dispute, controversy, difference, or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of SPARKLES sites or SPARKLES Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions shall be subject to the jurisdiction of the courts of the Dubai International Financial Centre. The User and SPARKLES consent to personal jurisdiction in those courts. Notwithstanding the foregoing SPARKLES and the User agree that SPARKLES may bring suit in any court of law to enjoin infringement or other misuse of SPARKLES’s intellectual property rights. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.3. Entire Agreement. These Terms & Conditions set out all the terms agreed between the parties and supersede all other agreements between the parties relating to their subject matter. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions. These terms may be updated on SPARKLES sites.
12.4. Force Majeure. SPARKLES and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes, or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
12.5. Governing Law. Any claim or dispute between the User and SPARKLES arising out of or relating to the User’s use of SPARKLES sites, Platform Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the Dubai International Financial Centre, without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms & Conditions.
12.6. Language. All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
12.7. Notices to the User and SPARKLES. SPARKLES may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on the Site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on the Site will be effective upon posting. Notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give SPARKLES notice under these Terms & Conditions, the User must contact SPARKLES by [email protected] SPARKLES may update the address for notices by posting on the Site.
12.8. Severability. If any portion of these Terms & Conditions is deemed invalid or unenforceable, the remaining portions will remain in full force and effect.
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