Last Updated: March 20, 2023
Welcome to Idition accessible at https://idition.com (together with the Idition app (the “App”), the “Platform”), which is owned and operated by Vine Digital, Inc., a Delaware corporation (“Vine Digital” “we,” “us”, or “our”). These Terms of Service (“Terms”) are a legally binding agreement between you and Vine Digital and set out the terms for your access to and use of the Platform (however accessed, whether via web, mobile or otherwise) and the limited services made available through the Platform as described herein; including without limitation using our services to redeem, view and custody a Vine Digital Idition (as defined below) which memorializes certain purchases or redemptions you make on our partner’s sites and social media channels as digital collectibles and may also be composed of certain benefits as further described below (collectively the “Services”).
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Services.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND VINE DIGITAL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. Our Services - Iditions
Our Services include hosting and maintaining the Platform which allows you to redeem a numbered digital collectible (an “Idition”) using the redemption code you obtained on our clients’ websites, social media channels and/or apps (“Client Sites”), with each Idition composed of certain components and features accessible only in our App as further specified in the applicable Idition Item Details (as defined below), such as a digital artwork, videos, images or other Content (as defined below), a voucher or discount code, or ticket to an event, access to a meet-and-greet (collectively the “Idition Components”). Where applicable and if specified in the Idition Item Details, an Idition (“Minted Idition”) or Idition Component may be implemented on a blockchain (such as the Solana blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data and is associated with an Idition (a “Minted Idition Component”). Our clients may allow certain Minted Idition Components to be transferable on a Third-Party Marketplace (as defined below) or exportable to a third-party wallet. Not all Minted Idition Components are exportable and/or transferable, and you are responsible for checking the Idition Item Details in connection with your specific Idition (as defined below).
Idition Item Details. Descriptions of each Idition (“Idition Item Details”) may be made available on the Platform and/or our Client’s Site in respect of the specific Idition, which are incorporated by reference into these Terms. You are responsible for reviewing such Idition Item Details.
Redemption Code. An Idition, consisting of the applicable Idition Components, will be made available to you upon submission on our Platform of a valid redemption code that you have purchased or obtained on a Partner’s Site (“Redemption Code”) (you will be entitled to only one (1) Idition per Redemption Code, unless otherwise specified in the applicable Idition Item Details).
Redemption Code Validity. Redemption Codes are only valid for three (3) years from the date of creation (“Expiry Date”). A Redemption Code will be invalid after the applicable Expiry Date has passed. You therefore agree and acknowledge that you must redeem your Idition using the applicable Redemption Code prior to such Redemption Code’s Expiry Date.
Access to and transfer of Idition Components. You acknowledge and agree that:
a) Idition Components are only accessible through your Account (defined below) on the Platform;
b) If permitted in connection with your specific Idition, you may be able to sell, transfer, gift or otherwise dispose of a Minted Idition Component on Third-Party Marketplaces (as defined below), and upon such transfer you will no longer have access to the Minted Idition Component, which will transfer to the purchaser or recipient of the Minted Idition Component; and
c) certain Idition Components or Minted Idition Components are restricted to one time use (for example a discount code, or ticket to a concert) (“One-Time Use Component”). To the extent such restriction applies to any Minted Idition Components and you use such One-Time Use Component: if you are permitted to sell, transfer, gift or otherwise dispose of the applicable Minted Idition Component or Minted Idition and you do so, the used One-Time Use Component will not transfer to the purchaser or recipient of the applicable Minted Idition Component or Minted Idition . IF YOU PURCHASE, OR OTHERWISE OBTAIN, AN MINTED IDITION COMPONENT OR MINTED IDITION ON A THIRD-PARTY MARKETPLACE, VINE DIGITAL AND THE PLATFORM CANNOT GUARANTEE THAT ANY ONE-TIME USE COMPONENTS HAVE NOT ALREADY BEEN USED PRIOR TO YOUR PURCHASE. If you purchase, or otherwise obtain, Minted Idition Component or Minted Idition on a Third-Party Marketplace and any One-Time Use Component included in the associated Idition has already been used by a previous owner of the applicable Minted Idition or Minted Idition Component, Vine Digital will not be required to replace, refund or otherwise substitute the applicable One-Time Use Component.
Idition Component Content: Certain Idition Components, including any image associated with the Idition (“Idition Images”), are intangible, copyright-protected works, including but not limited to art, photos, music, text, and audiovisual material creative works, or other content (“Content”). You agree and acknowledge that the owner of the copyright interest associated with the Content retains all right, title and interest in and to the Content and your use of such Content is subject to the following limited worldwide, non-exclusive, non-sublicensable, royalty-free license (the “Limited License”): you may view, copy, display or perform the Content solely for the following purposes:
a) For your own personal use and enjoyment, which does not involve any commercial use (commercial use includes but is not limited to an exchange of money, cryptocurrency or other value); and
b) In connection with your further sale, transfer, or other disposition of any Minted Idition Components on a Third-Party Marketplace, if permitted.
In addition, you may share and display the Idition Image, along with certain other information and metadata, using the ‘Share’ feature in the App, solely on your owned and operated social media channels.
The Limited License granted herein applies only to the extent that you continue to own the Idition associated with the Content. If at any time you sell, trade, donate, give away or transfer such Idition to a new owner, the Limited License will be transferred to that new Owner, and you will have no further rights in or to the applicable Idition Component or Content associated with the applicable Idition.
General: In connection with your redemption of an Idition and use of the Services, you acknowledge and agree that:
a) We make no claims about the identity, legitimacy, functionality, or authenticity of users visible on the Services.
b) Vine Digital is not liable for any inability for you to access any media file containing, embodying or incorporating a digital copy of the Idition Components (“Digital File”) for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to the servers upon which the Digital File is stored.
c) the ownership, possession or control of an Idition by you does not provide you any ownership, title or similar interest in any Content (defined below) or the Digital File;
d) In connection with any Minted Idition Component, Vine Digital does not control the public blockchains with which you are interacting and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Vine Digital has no ability to reverse any transactions on the blockchain.
e) If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
3. Your Vine Digital account
You will need to create an account with Vine Digital to use certain of the Services, for example to redeem an Idition and access Idition Components (an “Account”). We require all users to be at least 18 years old and resident in the United States. If you are at least 13 years old but under 18 years old, you may only use Vine Digital through a parent or guardian’s account and with their approval and oversight. That account holder is responsible for your actions using the account. It is prohibited to use our Services if you are under 13 years old.
When you create an account, we will ask you for some information about yourself, including your name and email address. We may also require additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.
When registering, you will be asked to create a username. You are solely responsible for maintaining the confidentiality of your account and for any and all statements made and acts or omissions that occur through the use of your account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing of your account. You agree to notify us immediately if your account has been compromised.
4. Third-Party Vendors.
Transactions; Wallets: All transactions, including the minting of a Minted Idition Component, made through the Services are managed and confirmed on the Solana blockchain or other blockchains as we may support (“Blockchain”). We may from time-to-time support a third-party electronic wallet, for example Metamask (provided by ConsenSys Software Inc.) or other electronic wallet-provider, which allows you to engage in transactions on blockchains (“Wallet Provider”). If this option is available, by using your wallet from a Wallet Provider in connection with the Services, you agree that you are using that wallet under the terms and conditions of the applicable Wallet Provider.
Third-Party Marketplace: You may be able to sell or purchase Minted Idition Components on third-party marketplaces (“Third-Party Marketplace”) and you may be required to set up an account with such Third-Party Marketplace in order to be able to store, trade and/or sell your Minted Idition Component.
Third-Party Vendors’ Terms of Service. By using the Services to do any of the foregoing, you agree to the terms of service, and, where applicable, the privacy policies of any such third-party vendors, including without limitation our Client Sites, Wallet Providers, and Third-Party Marketplaces (collectively, “Third-Party Vendors”). Except as expressly set forth herein, those Third-Party Vendor terms govern the transaction that is effectuated on the blockchain when you purchase any Minted Idition Component on a Third-Party Marketplace, including any related decentralized technologies (e.g., Solana), websites, services, tools, applications, smart contracts, and APIs which are provided by such Third-Party Vendors.
You hereby expressly grant Vine Digital the right, power, and authority to transmit your information to such Third-Party Vendors as reasonably necessary for Vine Digital to provide the Services to you. Vine Digital has no affiliation with any Third-Party Vendors. Because Vine Digital has no control over Third-Party Vendors, or their websites or mobile applications, you acknowledge and agree Vine Digital is not responsible for the availability of such external websites, mobile applications or resources accessible from those Third-Party Vendors, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications.
5. Additional Services.
Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Services” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
6. Non-Custodial and Custodial Services.
If you are using our Services solely through, or your account is linked to a third-party wallet, neither Vine Digital or the Platform are custodians of the contents of your wallet, your non-fungible tokens (“NFTs”) held in such wallet, cryptocurrency or other funds, and you acknowledge that the operation of the Platform does not give Vine Digital or the Platform custody, possession, title or control of or to your NFTs, cryptocurrency or other funds.
If your Idition is a Minted Idition, or includes a Minted Idition Component, we offer an option for us to hold your Minted Idition(s) or Minted Idition Component(s). If you choose this option for us, we will hold such Minted Idition(s) or Minted Idition Component(s)to support and help facilitate transactions involving your Minted Idition(s) or Minted Idition Component(s). For clarity, in doing so neither we nor the Platform are custodians of the contents of any third-party wallets, NFTs you may own, cryptocurrency or other funds. Further, to the extent it does so, Vine Digital (i) takes no ownership or title to your Minted Idition(s) or Minted Idition Component(s), cryptocurrency or other funds; and (ii) to the extent permitted by law, shall not have any liability to, and shall be held harmless by, you for any losses, damages, claims, or liabilities of any kind to the extent arising out of the holding of such Minted Idition(s) or Minted Idition Component(s), cryptocurrency or other funds. If permitted to do so by the specific terms applicable to a Minted Idition Component or Minted Idition (see the Idition Item Details for further information), you may be able to transfer such Minted Idition Component or Minted Idition to a third-party wallet using the export feature on the App. Please note that not all Minted Idition Component or Minted Idition are exportable.
7. Ownership; Content
The Platform: The Platform, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Vine Digital logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Vine Digital or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Platform and its content, including, without limitation, the exclusive right to create derivative works.
Vine Digital Trademarks: Vine Digital’s name, logo, trademarks, and any Vine Digital product or service names, designs, logos, and slogans are the intellectual property of Vine Digital or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Vine Digital”, “Idition” or any other name, trademark or product or service name of Vine Digital or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Platform constitutes the service mark, trademark or trade dress of Vine Digital and may not be copied, imitated or used, in whole or in part, without our prior written permission.
Third-Party Trademarks: All other third-party trademarks, registered trademarks, and product names mentioned on the Platform or contained in any Content linked to or associated with any Minted Idition Components displayed on the Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder or as subject to the terms of the Limited License.
We welcome feedback, comments, and suggestions for improvements to the Platform (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. You agree that Vine Digital may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Vine Digital any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
9. User Conduct
By using the Services, you agree not to:
a) use the Content in violation of the terms of the Limited License;
b) use the Platform or the Services for unlawful purposes, in violation of any applicable local, state, national or international law, or to promote any unlawful activities (including, without limit, engaging in any intellectual property infringement);
c) impersonate another person, misrepresent your affiliation with another person or entity, or make any representation to us or any third party under false pretenses;
d) remove or modify any copyright, trademark or other intellectual property notices that appear in the Services or on any images or other content made available on the Platform;
e) upload invalid data, viruses, worms or other software agents to the Services;
f) scrape or copy any data from the Platform for any reason other than to carry out one or more Services;
g) reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services;
h) interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures we may use to prevent or restrict access to the Services;
i) conduct automated queries through the Platform (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions or any other automated activity) with the purpose of obtaining data or other information from the Services;
j) take any action that imposes an unreasonable or disproportionately large load on Vine Digital’s infrastructure;
k) access or use any of the Services to develop competitive products or services;
l) alter or interfere with the operation of any smart contract used in connection with the Platform or Services; or
m) attempt to, or permit or encourage any third party to, do any of the above.
Users who violate systems or network security may incur criminal or civil liability. You agree that we may at any time, and at our sole discretion, terminate your access to the Platform without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
You agree to defend, indemnify and hold us and our affiliates harmless from all liabilities, claims and expenses, including legal expenses such as attorney’s fees, that arise from your use or misuse of the Platform and/or the Services or breach of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND VINE DIGITAL.
WE PROVIDE THESE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT LEGALLY PERMITTED, AND WE EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ALL KINDS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICES AND MATERIALS WILL (A) MEET YOUR REQUIREMENTS, (B) BE SAFE, SECURE, UNINTERRUPTED, TIMELY, ACCURATE OR ERROR-FREE, (C) THAT THE RESULTS OBTAINED FROM OUR PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THAT THE INFORMATION OBTAINED BY YOU FROM THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
You agree that Minted Idition Component(s) and Minted Iditions are not and shall not be based upon or redeemable for any tangible or physical item, fractionalized, or capable of use as a coupon, investment, security or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies.
Assumption of Risks: You acknowledge and agree that the characterization and regulatory scheme governing NFTs, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections; introduction or intrusion of malicious code or software; hacking or unauthorized access to your digital wallet or information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavorable exchange rates; and the risk of unfavorable regulatory intervention and/or tax treatment in relation to transaction in cryptocurrency. You further acknowledge and agree that digital assets are highly experimental, risky, and volatile, and your use of the Platform and Services to purchase digital assets may carry substantial financial risk, including the risk of loss in trading digital assets. By using the Platform or Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to NFTs, cryptocurrency, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via the Platform or Services or any digital asset associated with such transaction. Under no circumstances will the operation of all or any portion of the Platform or Services by Vine Digital be deemed to create a relationship that includes the provision or tendering of investment advice.
12. Limitation of Liability
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OR CORRUPTION OF DATA, ANY DIRECT OR INDIRECT LOSS OF SAVINGS, REVENUE OR PROFITS OR ANY DIRECT OR INDIRECT LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED THROUGH THE PLATFORM. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES LINKED THROUGH THE PLATFORM.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Governing Law; Dispute Resolution; Arbitration
Arbitration: You agree that any disputes, claims or controversies arising out of or relating to this Agreement between yourself and either or both of the Disputing Parties shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration in New York County, New York pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on any award may be entered in any court having jurisdiction, both parties waive any objection which they may have now or hereafter to the laying of venue in Delaware or the exclusive jurisdiction of JAMS over the Parties. The prevailing party as determined by the Arbitrator will be entitled to recover the costs of the dispute, including reasonable attorneys’ fees and other costs, plus interest at the rate authorized by New York law. Any cause of action brought by you against us or our affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.
Class Action Waiver: YOU AND VINE DIGITAL EACH AGREE THAT CLAIMS AGAINST THE OTHER MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person ("Class Action Waiver").
Exception to Arbitration: Only disputes or actions pertaining to Vine Digital’s intellectual property rights, or statutory claims that pursuant to law are not arbitrable, are exempt from arbitration.
Survival: This arbitration provision shall survive termination of these Terms.
Severability: If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.
If you breach any of the provisions of these Terms, all licenses granted by Vine Digital will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Services (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
16. California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
These Terms constitute the entire agreement between you and Vine Digital relating to your access to and use of the Platform. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Vine Digital. The section headings used herein are for reference only and shall not be read to have any legal effect.
The Platform is operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Vine Digital agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.