Terms and Conditions

Last Updated: August 2nd, 2023

 

TERMS OF USE

 

Luxury Rally Club (“Company,” “we,” “us,” or “our”) welcomes you.  We invite you to access and use our website, located at https://luxuryrallyclub.com (the “Website”).   

 

We provide access to our Website and any mobile applications we create (“Apps”) subject to the following Terms of Use, which may be updated by us from time to time without notice to you.  By browsing the public areas or by accessing and using the Website and/or App, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement.”).  If you do not agree to any of these terms, then please do not use the Website or App. 

 

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

 

If you would like to purchase non-fungible tokens (“NFTs”) from us, please see our Supplemental Terms and Conditions, which are available here https://opensea.io/collection/private-collective.  Any purchase of NFTs from the Company is governed by the Supplemental Terms and Conditions.

 

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

 

We reserve the right, in our sole and absolute discretion, to deny you access to the Website and/or App, or any portion of the Website and/or App, without notice and without reason.

 

 

1. COMMUNITY GUIDELINES

 

The Company’s community, like any community, functions best when its people follow a few simple rules.  By accessing and/or using the Website or App, you hereby agree to comply with these community rules and that: 

 

• You will not use the Website or App for any unlawful purpose;

 

• You will not submit false or misleading information;

 

• You will not use the Website or App to engage in any other commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

 

• You will not access or use the Website or App to collect any market research for a competing business;

 

• You will not upload, post, e-mail, transmit, or otherwise make available any content that:

 

• infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity; or
• is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
• discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;

 

• You will not “stalk” or otherwise harass another;

 

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

• You will not interfere with or attempt to interrupt the proper operation of the Website or App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website or App through hacking, password or data mining, or any other means.

 

• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website or App;

 

• You will not use any robot, spider, scraper, or other automated means to access the Website or App for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Website of App for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and

 

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

 

Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it.  We reserve the right, in our sole and absolute discretion, to deny you access to the Website and/or App, or any portion of the Website and/or App, without notice.

 

4. INTELLECTUAL PROPERTY

 

The Website and App contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of the Company (collectively referred to as the “Content”).  The Content may be owned by us or by third parties, including our other users.  The Content is protected under United States, and other foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content (other than your own User Content), and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

 

If you violate any part of this Agreement, your permission to access and/or use the Content, the App and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

 

The trademarks, service marks, and logos of the Company (“Company Trademarks”) used and displayed on the Website and App are registered and unregistered trademarks or service marks of the Company.  Other company, product, and service names located on the Website and App may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Company Trademarks, the “Trademarks”).  Nothing on the Website or App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the Company Trademarks inures to our benefit.

 

Elements of the Website and App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

 

5. COMMUNICATIONS TO US

 

As noted above, although the Website and App may allow you to communicate with us and other users, we do not want you to, and you should not, submit any information that contains confidential information.  With respect to all communications you send to us concerning the Company, the App or our Website, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

 

6. NO WARRANTIES; LIMITATION OF LIABILITY

 

AS NOTED ABOVE, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE WEBSITE AND APP.  WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE OR APP FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE CONTENT, THE APP AND THE WEBSITE AT YOUR OWN RISK.   

 

WE DO NOT WARRANT THAT THE APP OR WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE APP, THEIR SERVERS, OR THEIR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE CONTENT, THE APP OR THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

 

THE CONTENT, THE APP AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

 

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APP, WEBSITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, APP OR THE CONTENT, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). THE WEBSITE AND/OR APP MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.

 

NO MATERIAL AVAILABLE THROUGH THE WEBSITE OR APP SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY.  THE WEBSITE AND APP PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THE WEBSITE OR APP IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS.  WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY TRANSACTION.  TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE WEBSITE AND/OR APP, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY TRANSACTION WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.

 

7. EXTERNAL SITES

 

The Website and/or App may contain links to third-party websites and third party application programming interfaces, including, without limitation, those of Uniswap (“External Sites”).  The External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such External Sites or any content located on such External Sites.  Other than with respect to any content posted by the Company on such External Sites, we are not responsible for the content of any linked or application programming interfaced and application programming interfaced External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites and application programming interfaces to protect your computer from viruses and other destructive programs.  If you decide to access linked or application programming interfaced External Sites, you do so at your own risk.

 

8. INDEMNIFICATION

 

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or misuse of the Content, the App or the Website.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

 

9. COMPLIANCE WITH APPLICABLE LAWS

 

The Website and App are based in United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of United States.  If you access the Website, App or the Content from outside of United States, you do so at your own risk.  Whether inside or outside of United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

10. TERMINATION OF THE AGREEMENT

 

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website and/or App, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Website and/or App at any time without prior notice or liability.

 

11. BINDING ARBITRATION

 

In the event of a dispute arising under or relating to this Agreement, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND PLATFORMEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

 

12. CLASS ACTION WAIVER

 

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

 

13. EQUITABLE RELIEF

 

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the courts in the state of Delaware for purposes of any such action by us.

 

14. APP TERMS

 

You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location.

 

The following terms and conditions apply to you only if you are using the App from the Apple App Store: To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms of Use are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third-party terms of agreement when using the App. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Use as they relate to your use of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof.

 

15. MISCELLANEOUS

 

These Terms of Service and any action related thereto will be governed by the laws of the state of Delaware without regard to its conflict of laws provisions.  Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the courts located in the state of Delaware.

 

Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. 

 

Except as expressly agreed by us and you in writing, these Terms of Use, together with our Privacy Policy constitutes the entire agreement between you and us, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and us, with respect to the subject matter hereof.  The section headings are provided merely for convenience and shall not be given any legal import.  These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. 

SUPPLEMENTAL TERMS AND CONDITIONS

 

Luxury Rally Club (“Company,” “we,” “us,” or “our”) welcomes you.

 

We provide NFTs subject to these Supplemental Terms and Conditions, which may be updated by us from time to time without notice to you.  By accepting any NFTs from us, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Supplemental Terms and Conditions and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement.”).  If you do not agree to any of these terms, then please do not accept any NFTs from us. 

 

1. NO PROFIT OR RETURN EXPECTED; NO ONE CURRENTLY INTENDS TO ASSIST IN PROVIDING A PROFIT OR RETURN

 

You hereby acknowledge, represent, covenant and agree that (i) you do not expect to profit or generate a return through your receipt and ownership of the NFT and (ii) no one (including, without limitation, the Company, its affiliates and its and their respective officers, directors, employees and consultants) currently intends to exert any effort or provide any assistance in bringing about a profit or return for holders of the NFTs.  You understand, acknowledge and agree that you are virtually assured to lose all money used to purchase the NFTs. The terms of this paragraph are collectively referred to as the “Crucial Terms”.

 

You release (and agree and covenant not to sue) the Company for any breach of the Crucial Terms by you.

 

2. EXPORT LAWS

 

You agree that you will not export or re-export, directly or indirectly, the NFTs, and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the NFTs may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the US Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the US Department of Commerce Denied Person’s List or Entity List. By using the Service, you agree, covenant, represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree and covenant to comply at your sole expense with all applicable United States export laws and regulations.  Any transaction consummated by you that violates any of the provisions of this Section 2 shall be null and void ab initio.

 

3. SECURITIES LAWS

 

To the extent that it is deemed that any NFT is a security under US applicable law, you hereby represent and warrant to us that (i) this Agreement is made with you in reliance upon your representation to the Company, which by your reciept of the NFT, you hereby confirm, that such securities acquired by you were acquired for investment for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that you have no present intention of selling, granting any participation in, or otherwise distributing the same, (ii) you understand that such securities have not been, and will not be, registered under the Securities Act of 1933, as amended (collectively with the rules and regulations promulgated thereunder, the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of your investment intent and the accuracy of your representations as expressed herein, (iii) you understand that no public market now exists for such securities, and that no one has made any assurances that a public market will ever exist for such securities and (iv) your are an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

 

You hereby agree, represent, warrant and covenant that you will not take any action that would cause an NFT to constitute a security (as defined under US applicable law). 

 

Any transaction consummated by you that violates any of the provisions of this Section 3 shall be null and void ab initio.

 

4. 4. EQUITABLE RELIEF

 

You acknowledge and agree that in the event of a breach or threatened violation of these Supplemental Terms and Conditions by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the courts in the state of Delaware for purposes of any such action by us.

 

4. 4. MISCELLANEOUS

 

These Supplemental Terms and Conditions and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.  Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the state or federal courts located in the State of Delaware.

 

Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. 

 

The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. 

 

Each item and provision of these Supplemental Terms and Conditions is intended to be severable.  If any term or provision of these Supplemental Terms and Conditions is determined by a court of competent jurisdiction or the arbitrators, as applicable, to be unenforceable for any reason whatsoever, that term or provision shall be modified only to the extent necessary to be enforced, such term or provision shall be enforced to the maximum extent permitted by law, and the validity of the remainder of these Supplemental Terms and Conditions shall not be adversely affected thereby.