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TERMS AND CONDITIONS


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TERMS OF SERVICE – LATINO SOCIETY


Welcome to the Terms of Service (these “Terms”) for the website,
latinosociety.io (the “Website”), operated by Latino Society (“Company”, “we”,
“us”, “our”). The Website and any content, tools, products, features and
functionality offered on or through our Website are collectively referred to as
the “Services”. These Terms govern your access to and use of the Services.
Please read these Terms carefully, as they include important information about
your legal rights. By accessing and/or using the Services, you are agreeing to
these Terms. If you do not understand or agree to these Terms, please do not use
the Services. For purposes of these Terms, “you” and “your” means you as the
user of the Services. If you use the Services on behalf of a company or other
lawful entity then “you” includes you and that entity, and you represent and
warrant that (a) you are an authorized representative of the entity with the
authority to bind the entity to these Terms, and (b) you agree to these Terms on
the entity’s behalf.


Definitions.

“Agreement” as defined in Article 3.1 herein.

“Art” means any digital creation, art, design and drawings created by its
author, and first released to the public by the Creator, that may be associated
with an NFT that can be transferred to an Owner.

“Creator” means the entity which released to the public the Purchased NFT and
related Art, on behalf of its author – in this case, the Company.

“Effective Date” means the date on which the Agreement is attached to the
Purchased NFT for the first time.

“NFT” means any blockchain-tracked, non-fungible token. In this case, tokens
created by Latino Society.

“Own” means, with respect to an NFT, an NFT that one has purchased or otherwise
rightfully acquired from a legitimate source, where proof of such purchase is
recorded on the relevant blockchain, thus becoming Owner of the Purchased NFT
and related Art.

“Owner” means the current owner of the NFT and related Art.  In the case of
transfer of ownership, including by means of Resale, the recipient becomes the
sole Owner of the Purchased NFT.  There can be several different owners of each
NFT (and related Art) throughout time but only one Owner at a time.  Owner shall
include Primary Owner and all subsequent Owners.

“Primary Assignment” means the first assignment by Creator of all its rights,
title and interest in and to the intellectual property rights on the Art to
Primary Owner.

“Primary Owner” means the individual or entity qualifying as Owner on the
Effective Date and party to the Primary Assignment.

“Purchased NFT” means a Latino Society NFT that one has purchased, or acquired
in any way, and thus Owns altogether with the related Art.

“Purchase Price” means the price for such NFTs as set forth in the applicable
listing for the NFT, and all processing fees, commission fees, network fees
(including gas fees), handling charges, and all applicable taxes in connection
with your purchase.

“Resale” means the sale by Owner of the Purchased NFT and related Art to a
subsequent buyer, which shall Own the Purchased NFT and related Art upon its
effective purchase and thus become its new Owner.

“Secondary Assignment” means, in case of Resale, any and all assignment by Owner
of all its rights, title and interest in and to the intellectual property rights
in the Art to the subsequent buyer of the Purchased NFT.


THE SERVICES

2.1       Who Can Use The Services.  You must be thirteen (13) years of age or
older and reside in the United States, Canada, or any of their respective
territories to use the Services. If you access the Website from outside the
United States or Canada, or any of their respective territories, we make no
assurances that you will be able to use the Services as intended and your use of
the Services is at your own risk. Minors under the age of majority in their
jurisdiction but that are at least thirteen (13) years of age are only permitted
to use the Services if the minor’s parent or guardian accepts these Terms on the
minor’s behalf prior to use of the Services. Children under the age of thirteen
(13) are not permitted to use the Services. By using the Services, you represent
and warrant that you meet these requirements.

2.2       Profile Picture NFTs. The Services allow you to purchase a “Profile
Picture NFT”, which is an NFT. NFT owners may also have access to certain other
features that we make available from time to time, in our sole discretion. We
may choose to offer pre-sales or “pre-sale” sales in which certain users and/or
community members will be eligible to purchase the NFTs before they are made
publicly available. However, we make no guarantees about if and when such
pre-sales will occur, nor can we guarantee that all pre-sale participants will
be able to purchase an NFT, as supplies may be limited. We also reserve the
right to modify the terms of our pre-sales or eligibility for our pre-sales in
our sole discretion. We grant users and/or community members access to the
pre-sales in our sole discretion. In addition, we may reserve or offer NFTs to
certain employees, consultants, and/or advisors to the Company in our sole
discretion.

2.3       Secondary Marketplaces and Third-Party Platforms. You may be able to
buy, sell, trade and transact in Profile Picture NFTs on third-party
marketplaces via third-party platforms. We do not control the actions of such
secondary marketplaces, and make no promises, representations or guarantees of
any kind regarding such marketplaces. It is your responsibility to validate the
authenticity and functionality of any NFTs acquired on such third-party
marketplaces. You also acknowledge and agree that we may implement a transaction
fee on any secondary sale of Profile Picture NFTs, and such transaction fees may
be incorporated into the smart contracts for such NFTs or in our agreements with
such marketplaces.

2.4       Wallets. All transactions for NFTs initiated through our Services
require you to use third-party self-custodial digital wallets (“Wallets”), such
as MetaMask, Coinbase Wallet, among others. You are solely responsible for
keeping your Wallet and any private keys necessary to decrypt your Wallet secure
and you should never share your Wallet seed phrase or private keys with anyone
else via the Services. We have no ability to help you access or recover your
private keys for your Wallet. By using such Wallets to conduct transactions via
the Services, you agree that you are governed by the terms of service and
privacy policy for the applicable Wallets, and that the Company has no
responsibility, liability or responsibility to you in any way arising from your
use of such third-party Wallets, including for any security failures or other
errors or failures of such Wallets.

2.5       Purchasing NFTs. You acknowledge and agree that all payment
information you provide with regards to a purchase of NFTs, is accurate,
current, and complete. When you purchase NFTs, you agree to pay the Purchase
Price. All fees and charges are payable in accordance with payment terms in
effect at the time the fee or the charge becomes payable. You agree to be solely
responsible for any applicable taxes resulting from the purchase or sale of
NFTs. In certain cases, your transaction may not be successful due to an error
with the blockchain that is recording the transaction. We accept no
responsibility or liability to you for any such failed transactions, or any
transaction or gas fees that may be incurred by you in connection with such
failed transactions. To the extent you purchase a third party’s NFT via the
Services, you bear full responsibility for verifying the authenticity,
legitimacy, and identity of any such NFT. We make no guarantees or promises
about the authenticity, legitimacy, or identity of any third party’s NFT on the
NFT Marketplace. There are no refunds available for any NFTs or other items made
available on the Services.


ASSIGNMENT OF RIGHTS

3.1       Agreement.  This Assignment of Rights Agreement (this “Assignment of
Rights Agreement”) shall govern the terms and conditions of assignment of all
rights, title and interest in and to the intellectual property rights of the Art
to which this Assignment of Rights Agreement is attached.  This Assignment of
Rights Agreement shall govern the Primary Assignment under which Creator has
agreed to assign to Primary Owner its intellectual property rights to the Art
and all Secondary Assignments between Owner and any subsequent buyers or
acquirers of the Purchased NFT.  This Agreement shall remain in force as long as
it is still attached to the Purchased NFT.  By acquiring the Purchased NFT and
related Art by any means whatsoever, Owner hereby acknowledges having read this
Agreement and agrees to all of its terms and conditions.  This Assignment of
Rights Agreement shall apply to the Primary Assignment and all Secondary
Assignments.

3.2       Primary Assignment.  In consideration of the Purchase Price and
subject to Primary Owner’s continued compliance with this Assignment of Rights
Agreement and applicable laws, Creator hereby assigns as of the Effective Date
to Primary Owner, on an exclusive basis, for the legal duration of the
intellectual property rights and for the whole world, all exploitation,
reproduction, representation and adaptation rights relating to the Art attached
to the Purchased NFT to which this Assignment of Rights Agreement is attached.
The rights of reproduction, representation and adaptation are granted to Primary
Owner for all modes of exploitation, including commercial ones, and on all
medium and/or media (including but not limited to, digital media, physical
media, paper editions, optical discs, storage media, multimedia, etc.), using
all formats (including but not limited to, still images, animated sequences,
etc.) and by all technical processes known to date or to come (including but not
limited to digitalization and computer storage, downloading, all computerized
means or electronic communication networks, etc.), and such rights shall
include, in particular but without being limited to it: (i)      the
reproduction by any process of the Art, by any means known and/or unknown in the
current state of the Art, including but not limited to manufacturing,
duplication, copying, broadcasting, distribution, publication, marketing,
promotion and advertising, in all formats and sizes, allowing communication to
third parties, by any means and/or medium; (ii) the representation and
communication, directly or indirectly, to third parties, of the Art, in whole or
in part, by any means of communication known or unknown to date, including but
not limited to by catalogue, written press, display, POS advertising, posters,
television and by all public or private, free or paying, analogue or digital,
telecommunication or computer networks, online and offline, including the
Internet and any other equivalent; (iii) the right to, subject to the Creator’s
moral rights set forth in Article 3.5, and where technically required, edit,
adapt and modify in a non-substantial way the Art, for the purposes of its
reproduction or representation and to create derivative works thereof, which may
include corrections of size, format, color, enhancement or preservation of
certain details and any other required correction; (iv) the right to integrate
all or part of the Art into another work and create derivative work thereof, and
the right to affix any trademarks, logos and/or text, including advertising,
subject to the provisions set forth in Articles 3.5 and 3.6; (v) the right to
proceed, in its name and at its expense, to any appropriate registration in the
countries of its choice, subject to compliance with any registered rights of the
Creator.  Primary Owner shall remain free to exploit or not to exploit the
rights thus assigned under the trademark or name of its choice, subject to
compliance with this Agreement.

Creator agrees that the full price of transfer of the above-listed rights is
included in the Purchase Price.  Without prejudice of the moral rights set forth
in Article 6, the Creator shall be deemed to have transferred all the
above-mentioned rights to Primary Owner on the Effective Date, in execution of
the Primary Assignment. Consequently, the Creator may only use the Art with the
prior consent of Owner.

3.3       Secondary Assignment.  Primary Owner and, where applicable, all
subsequent Owners, shall have the right to Resale the Purchased NFT, and related
Art, on a marketplace allowing the purchase and sale of NFTs.  Owner shall use
its best efforts to Resale the Purchased NFT on a marketplace which (i)
cryptographically verifies each NFT Owner’s (current and prior) rights to
display the Art in order to list it for sale, to ensure that only the actual
Owner can display the Art for Resale, and (ii) provides for a percentage of the
Resale price to be automatically granted to the Creator upon Resale.  Primary
Owner and, where applicable, all subsequent Owners, shall have the right to
license, assign or otherwise transfer to a third-party all of the intellectual
property rights on the Art hereby granted as per this Assignment of Rights
Agreement, for any purpose whatsoever.  In case of transfer of ownership of the
Purchased NFT, in any way whatsoever, including Resale, Owner agrees to assign
to the subsequent buyer of the Purchased NFT all rights on the related Art set
forth in Article 3.2 of this Assignment of Rights Agreement, under the same
conditions, to the extent such rights have not been previously transferred to a
third-party in compliance with the Assignment of Rights Agreement.  In case of
transfer of ownership of the Purchased NFT, in any way whatsoever, including
Resale, all rights on the Art granted by Owner to a third-party, and/or rights
of Owner on derivate works thereof, shall remain in force and fully effective
after the Resale, unless otherwise agreed upon between Owner and the subsequent
buyer.  This Assignment of Rights Agreement shall govern any Resale as long as
it is still attached to the Purchased NFT and provided no other agreement has
been agreed to by Owner and the subsequent buyer, which shall only apply between
the parties of said agreement.

3.4       Compensation.  It is expressly agreed that all intellectual property
rights assigned to Primary Owner, per the Primary Assignment, or to the
subsequent Owners, per a Secondary Assignment, are granted in consideration of
the price paid by Owner to purchase the Purchased NFT, as listed on the NFT
marketplace on which it is acquired (the “Purchase Price”), where applicable,
which shall be deemed fixed and definitive.  Notwithstanding the foregoing, the
Creator shall also be entitled to compensation on any Resale of the Complete
Work in accordance with the percentage of commission determined by the NFT
marketplace on which said Resale is completed.

3.5       Moral Rights.  Creator shall have the right to enforce, on behalf of
the author, all moral rights of the author of the Art, as provided by applicable
law, which shall remain perpetual, inalienable, imprescriptible and absolute.
Owner hereby undertakes to abide, and make its contractors, including licensees
and subsequent buyers, and third parties abide by the author’s moral rights in
any and all use of the Art, and in particular the following rights:  (i) right
of authorship, which shall entitle the Creator to demand and claim at any time
that the author’s chosen name is mentioned on any mode of publication of the
Art; and (ii) right to preserve the integrity of the Art, which shall entitle
Creator to oppose any modification, deletion or addition likely to alter the
Art, or any use of the Art that may alter its spirit, devaluate it or otherwise
be deemed prejudicial to the reputation of the author.

3.6       Trademarks.  When using the Art, in any way whatsoever, including but
not limited to its publication, exploitation, and/or promotion, Owner shall not
use the trademarks, service marks or proprietary words or symbols of Creator, to
the extent otherwise permitted by applicable law or by written agreement of
Creator.  Creator shall have the right, at its sole discretion, to promote,
including through social media, any public use of the Art by Owner, unless Owner
informs the Creator otherwise in writing.  Except as set forth in this Article
3.6, nothing contained in this Agreement shall grant either party any right,
title or interest in or to the other party’s trademarks.  Notwithstanding the
foregoing, Owner shall not use the Art in a way that would or could present
Creator as endorsing, recommending or favoring Owner and/or its use of the Art.

3.7       Cooperation.  Creator and Owner shall cooperate in good faith and
reasonably assist each other in the prosecution of legal proceedings involving
the Art, or derivative works therefrom, including proceedings conducted for the
purpose of protecting any and all intellectual property rights in the Art from
infringement.  Creator shall have the right to protect and defend, including
through litigation, the rights attached to the Art in the event of Owner’s
inaction.

3.8       Amendment.  Creator may amend this Assignment of Rights Agreement and
publish amended versions from time to time.  The latest version published shall
apply.  Notwithstanding the foregoing, no amended version of this Assignment of
Rights Agreement shall have the effect to restrict the rights granted to Owner
under this version unless agreed to by Owner in writing.


MISCELLANEOUS

4.1       Disclaimers. Your access to and use of the Services are at your own
risk. You understand and agree that the Services are provided to you on an “AS
IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum
extent permitted under applicable law, the Company, its parents, affiliates,
related companies, officers, directors, employees, agents, representatives,
partners, and licensors DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS
OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. The Company makes no warranty or representation and disclaim
all responsibility and liability for: (a) the completeness, accuracy,
availability, timeliness, security, or reliability of the Services, (b) any harm
to your computer system, corrupted Wallet files, loss of data, or other harm
that results from your access to or use of the Services, (c) the operation or
compatibility with any other application or any particular system or device, and
(d) whether the Services will meet your requirements or be available on an
uninterrupted, secure, or error-free basis. No advice or information, whether
oral or written, obtained from the Company or through the Services, will create
any warranty or representation not expressly made herein.

4.2       Assumption of Risks.

You acknowledge and agree that there are risks associated with purchasing and
holding NFTs and using blockchain technology. These include, but are not limited
to, risk of losing access to NFTs due to loss of private key(s), custodial error
or purchaser error, risk of mining or blockchain attacks, risk of hacking and
security weaknesses, risk of unfavorable regulatory intervention in one or more
jurisdictions including your own, risk related to token taxation, risk of
personal information disclosure, risk of uninsured losses, volatility risks, and
unanticipated risks.

You acknowledge that you are collecting, trading, or purchasing NFTs for
purposes of acquiring digital collectibles for your personal use and enjoyment,
and not for any investment, commercial, or speculative purposes. Any economic
benefit that may be derived from appreciation in the value of a NFT is
incidental to obtaining it for its collectible purpose. You agree that NFTs are
not to be used as a substitute for currency or medium of exchange, resale, or
redistribution and that you are not acquiring any equity or other ownership or
revenue sharing interest in the Company, its affiliates, or any brand as a
result of your acquisition of NFTs. You warrant and covenant that you will not
portray NFTs as an opportunity to gain an economic benefit or profit, or as an
investment or equity interest.

We will use commercially reasonable efforts to deploy secure, efficient, and
functional smart contracts underlying Company NFTs minted directly by us.
However, we will not be liable or responsible to you for any failure in the
intended function of any smart contracts for any NFTs offered via the Services,
or any bugs, viruses, exploits, logic gaps, or malicious code which may be
incorporated into any such smart contracts, or which could be used to commit
fraud or otherwise cause harm. You acknowledge that you have obtained sufficient
information to make an informed decision to purchase an NFT, including carefully
reviewing the code of the smart contract and the NFT, and fully understand and
accept the functions of the same. Furthermore, any purchase or sale you make,
accept, or facilitate outside of the Website for any NFT(s) will be entirely at
your risk. We do not authorize, control, or endorse purchases or sales of NFTs
or Profile Picture NFTs outside of the Services. We expressly deny and disclaim
any liability to you and deny any obligation to indemnify you or hold you
harmless for any losses you may incur by transacting or facilitating
transactions in any NFTs outside of the Services.

4.3       Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU
AGREE THAT IN NO EVENT WILL THE COMPANY BE LIABLE (A) FOR DAMAGES OF ANY KIND,
INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER
DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE
SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE
TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE
TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
OR OTHERWISE) EVEN IF THE COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM
OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR
PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR
LIMITATION MAY NOT APPLY TO YOU. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ANY
DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE UNITED STATES DOLLAR
($1.00 USD) OR THE PRICE PAID FOR THE NFT IN THIS SITE, WHICHEVER IS LESS. THE
FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.

4.4       Arbitration Agreement and Class Action Waiver.  In the event that any
dispute, claim, or controversy relating to this Agreement arises between you and
the Company, you agree to make a good faith effort to resolve the dispute.  If
the dispute is not resolved following such meeting, and either party wishes to
pursue the dispute further, that party shall commence arbitration by filing an
arbitration demand with the American Arbitration Association (“AAA”) within
twenty (20) days of the meeting.  The dispute shall be resolved through
arbitration to be heard in Houston, Texas, unless the parties agree otherwise.

Any dispute subject to arbitration under this section shall be settled by
binding arbitration, except to the extent that the dispute is required by law to
be resolved by a state or federal regulatory authority.  Arbitration shall be
limited to disputes between the Parties and cannot be consolidated or joined
with claims of other persons who may have similar claims.

The Commercial Arbitration Rules of the AAA shall apply, using a single
arbitrator, and the Parties must mutually agree on the choice of the
arbitrator.  If the parties cannot agree upon an arbitrator, the arbitrator
shall be appointed pursuant the AAA Commercial Arbitration Rules.  The decision
of the arbitrator shall be binding.  Each party shall bear its own costs
(including attorneys’ fees) during the proceedings, and all other costs of the
arbitration proceeding shall be shared equally by the parties, except as may be
awarded in the discretion of the arbitrator (including the award of attorneys’
fees) in accordance with the arbitration decision.  Judgment upon the award
rendered by the arbitrator may be entered and enforced in any court of competent
jurisdiction.  In the event a dispute arising under this Agreement is required
by law to be resolved by a state or federal regulatory authority, the Parties
agree to be bound by the findings of such state or federal regulatory authority.

This arbitration section shall survive the termination of the Agreement. Any
arbitration under these Terms will take place on an individual basis – class
arbitrations and class actions are not permitted. You understand that by
agreeing to these Terms, you and the Company are each waiving the right to trial
by jury or to participate in a class action or 11 class arbitration.

4.5       Updating These Terms. We may modify these Terms from time to time in
which case we will update the “Last Revised” date at the bottom of these Terms.
If we make changes that are material, we will use reasonable efforts to attempt
to notify you, such as by e-mail and/or by placing a prominent notice on the
first page of the Website. However, it is your sole responsibility to review
these Terms from time to time to view any such changes. The updated Terms will
be effective as of the time of posting, or such later date as may be specified
in the updated Terms. Your continued access or use of the Services after the
modifications have become effective will be deemed your acceptance of the
modified Terms.

4.6       Termination of License. If you breach any of the provisions of these
Terms, all licenses granted by the Company will terminate automatically. All
sections which by their nature should survive the termination of these Terms
shall continue in full force and effect subsequent to and notwithstanding any
termination of this Agreement by the Company or you. Termination will not limit
any of the Company’s other rights or remedies at law or in equity.

4.7       Severability.  Each Article of this Agreement constitutes a separate
and distinct undertaking, covenant, or provision.  In the event that any
provision of this Agreement shall be determined to be invalid or unenforceable,
such provision shall be deemed limited by construction in scope and effect to
the minimum extent necessary to render the same valid and enforceable, and, in
the event such a limiting construction is impossible, such invalid or
unenforceable provision shall be deemed severed from this Agreement, but every
other provision of this Agreement shall remain in full force and effect.

4.8       Waiver.  All waivers under this Agreement must be made in writing, and
failure at any time to require the other party’s performance of any obligation
under this Agreement shall not affect the right subsequently to require
performance of the obligation.

4.9       Governing Law.  The validity, interpretation and performance of this
Agreement shall be governed by the laws of the state of Texas without giving
effect to the principles of comity or conflicts of laws thereof.  Each party
hereto agrees to submit to the personal jurisdiction and venue of the state
courts having jurisdiction over Montgomery County, Texas, for a resolution of
all disputes arising in connection with the interpretation, construction, and
enforcement of this Agreement, and hereby waives the claim or defense therein
that such courts constitute an inconvenient forum.

4.10     Entire Agreement; Counterparts.  This Agreement constitutes the entire
agreement between the parties hereto concerning the subject matter hereof, and
supersedes all prior agreements, memoranda, correspondence, conversations, and
negotiations whether oral or written.


LAST UPDATED 06/28/2022


Latino Society - a RADS Enterprises, LLC venture



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