Terms & Conditions

February 22, 2022

These Terms and Conditions constitute the User Agreement and Terms of Service (hereafter the “Terms & Conditions”) between iamtribex.com and tribe-x.io (the “Interface”), owned and operated by MetaTribe Labs LLC, a wholly-owned subsidiary dba The Tribe X Empire NFT (referred to as “TRIBE X” or the “Site”) and any person, customer, or entity (referred as the “User”) utilizing the Interface, and any products, features, and services provided thereon (“Interface Services”).

These Terms & Conditions do not create any agency, partnership, or joint venture between TRIBE X and User. By using the Interface or purchasing any Interface Assets or signing up for 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 TRIBE X. Revised versions will be considered effective as of the date and time posted on the Interface Site.

TRIBE X may or may not choose to notify the User with a summary of changes at its discretion or update the date near the top of the Terms & Conditions. Any update to the Terms & Conditions is considered effective as of the time and date posted on the Interface Site, whether or not a notification is sent. By accessing or using the Interface or Purchasing a Interface Asset, 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 Interface.

THE USER UNDERSTANDS THAT DUE TO THE NATURE OF BLOCKCHAIN IT IS NOT REQUIRED TO CREATE AN ACCOUNT TO PURCHASE A Interface ASSET AND AS SUCH UNDERSTANDS THAT IT IS BOUND BY THESE TERMS & CONDITIONS REGARDLESS OF WHETHER A CHECKBOX IS PROVIDED TO CONSENT.

The User further acknowledges that it is subject to the Terms and Conditions of the The Tribe X Empire NFT site.

PLEASE READ THESE TERMS & CONDITIONS DILIGENTLY BEFORE USING THE INTERFACE. THESE TERMS & CONDITIONS WILL GOVERN YOUR USE OF THE INTERFACE, AND BY USING THE INTERFACE, 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 INTERFACE.

INTRO

We're sure you've fallen in love with the Tribe's artwork, purposeful message and roadmap. So we're sure you're interested in learning more about the terms of sale and licensing. This page will provide you with all the necessary information. Let's Thrive Together!

These Terms of Sale for a user (“You” or “Your” or “User”) contain important information about Your legal rights, remedies and obligations. By accessing or using the website www.iamtribex.com and www.tribe-x.io (“Website” or “Interface”), You agree to comply with and be bound by this Agreement.

The Tribe X Empire NFT referred to as “TRIBE X” is a collection of digital artworks (NFTs) running on the Ethereum network. This website is only an interface allowing participants to exchange digital collectibles. By accessing or using the website or interface, you're entirely responsible for the safety and management of your own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the TRIBE X smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.

This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving TRIBE X digital collectibles.

The Tribe X Empire NFT referred to as “TRIBE X” NFTs are managed via “smart contracts” on the Ethereum network blockchain, which provides an immutable ledger of all transactions that occur via MetaTribe Labs LLC (“Smart Contracts”). This means that TRIBE X NFTs are outside of the control of any one party, including MetaTribe Labs LLC, and are subject to many risks and uncertainties. We do not control the Ethereum network (nor any other digital network or wallet), your browser, or any other third-party website, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of TRIBE X NFTs.

We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. Your ownership of a TRIBE X NFT is entirely mediated by the Smart Contract and the Ethereum network. As a result, we can never confiscate, suspend, or in any manner modify the ownership of any TRIBE X NFT.

You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Website.

“Art” means any art, design, and drawings that may be associated with an NFT that you Own.

"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.

“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.

“Purchased NFT” means an NFT that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

4.1 You Own the NFT. Each TRIBE X is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the underlying TRIBE X, the Art, completely. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any TRIBE X art.

4.2 Personal Use. Subject to your continued compliance with these Terms, MetaTribe Labs LLC grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your TRIBE X / NFT, provided that the marketplace cryptographically verifies each TRIBE X owner's rights to display the Art for their TRIBE X to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your TRIBE X, provided that the website/application cryptographically verifies each TRIBE X owner's rights to display the Art for their TRIBE X to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the TRIBE X leaves the website/application.

4.3 Commercial Use. Subject to your continued compliance with these Terms, MetaTribe Labs LLC grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of TRIBE X generally, provided that the marketplace cryptographically verifies each TRIBE X owner's rights to display the Art for their TRIBE X to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of TRIBE X generally, provided that the third party website or application cryptographically verifies each TRIBE X owner's rights to display the Art for their TRIBE X to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased TRIBE X leaves the website/application; or (iii) earning revenue from any of the foregoing.

You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without TRIBE X's express prior written consent in each case:

(i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder);

(ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service;

(iii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

(iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) above or solely for your own personal, non-commercial use;

(v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs, except as expressly permitted in Section 3(b) above;

(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or

(vii) otherwise utilize the Art for your Purchased NFTs for your or any third party's commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows:

(viii) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein;

(ix) that the Commercial Use license in Section 3(b) above will not apply;

(x) that, depending on the nature of the license granted from the owner of the Third Party IP, Creator may need to pass through additional restrictions on your ability to use the Art; and

(xi) to the extent that Creator informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restriction in Section 5 will survive the expiration or termination of this License.

The license granted in Section 4 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.

Further, TRIBE X reserves the right to use ANY artwork, including; print or digital advertising, or any purely creative media (including short film, anime, etc.) in support of the TRIBE X community and message.

8.1 General.

TRIBE X may suspend or terminate the User's access and use of Interface Services immediately and without notice if:

(i) TRIBE X determines the User's use of the Interface Services poses a security risk to the Interface Services or any third-party, could adversely impact TRIBE X or any other TRIBE X users, or could subject TRIBE X, 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 Interface 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 Interface from a country sanctioned by the United States;

(vii) Places misleading bids or offers;

(viii) spam lists items, or;

(ix) for any other reason that TRIBE X determines, at TRIBE X's sole discretion.

8.2 Effect of Suspension or Termination.

Should TRIBE X suspend or terminate the User's right to access or use of Interface Services, at any time and for any reason, neither TRIBE X nor the Interface shall have any liability or obligation to the User. The User will not be entitled to any refund or other damages.

THIS WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND YOU ACKNOWLEDGE THAT THIS IS AT YOUR SOLE RISK AND UNDERTAKING. IN ACCORDANCE WITH APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES REGARDING THIS WEBSITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION THE WEBSITE ITSELF, SMART CONTRACTS, AND/OR ANY OTHER OPTIONAL WEBSITES). INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU:

(1) YOUR ACCESS TO OR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS,

(2) YOUR ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(3) USAGE DATA PROVIDED THROUGH THE WEBSITE WILL BE ACCURATE,

(4) THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR

(5) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE THAT THERE ARE INHERENT SECURITY RISKS WHEN PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND THAT WE ARE NOT RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS THAT BREACH IS CAUSED BY WILLFUL MISCONDUCT ON OUR PART.

WE NEITHER HAVE CONTROL OVER OR MAKE ANY GUARANTEES REGARDING ANY SMART CONTRACTS NOR WILL WE BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS A RESULT OF USING THE ETHEREUM NETWORK.

These Terms and Conditions have been made in and will be construed and enforced solely in accordance with the laws of the State of Florida, as applied to agreements entered and completely performed in the State of Florida without regard to conflicts of laws rules. In the event, and for whatever reason, should the arbitration clause or class action waiver below be inapplicable then you consent to the jurisdiction of the federal or state courts located in Miami-Dade County, Florida for purposes of any suit, action or proceeding arising out of these Terms and Conditions, and you hereby consent to such exclusive and personal jurisdiction and venue. Any claim you might have against MetaTribe Labs LLC must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred.

You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms and Conditions and is hereby disclaimed. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form. Please contact MetaTribe Labs LLC if you wish to receive a printed copy of this Agreement.

If TRIBE X or any other product on this Website, or your use of the Website, is contrary to the laws of the jurisdiction where you are when you access it, the Website is not intended for you, and we require that you not use the Website. Those who choose to access this Website from outside the United States do so on their initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

MetaTribe Labs LLC, TRIBE X, and their subsidiaries, affiliates, owners, officers, agents, employees, advertisers, licensors, suppliers, attorneys, accountants and partners (collectively, the “Released Parties”) are not liable for any losses, claims, legal liabilities or damages that may result from your use of the Website, including, but not limited to, suits, judgments, litigation costs, or attorneys' fees resulting from:

(1) your violation of these Terms and Conditions,

(2) your misuse of the Website, or

(3) your violation of applicable laws, rules or regulations in connection with your access to or use of the Website. In such connection and otherwise, you agree to release, indemnify and hold harmless the Released Parties from and against any and all damages, claims, liabilities, losses or expenses of any kind (including reasonable attorneys' fees incurred by the Released Parties), any breach or nonfulfillment of the Released Parties' obligations under these Terms and Conditions, the Smart Contract, liability for any accidental or inadvertent use of a Digital Work of Art by MetaTribe Labs LLC without having first acquired the necessary right to do so, or any failure by the Released Parties to comply with any applicable federal, state, or local laws, regulations, or codes in connection with these Terms and Conditions or otherwise.

Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, or any associated transaction, shall be resolved by arbitration administered under the JAMS Streamlined Arbitration Rule and Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Such arbitration proceedings shall be held in Miami, Florida. Each party to the arbitration shall be entitled to take one deposition for discovery and to engage in such other discovery as is permitted by the Arbitrator; the provisions of Code of Civil Procedure § 1283.05 are incorporated herein.

On the basis of the evidence submitted, the Arbitrator shall decide the case in accordance with the law of the State of Florida and of the United States. At the conclusion of the arbitration, the Arbitrator shall make written findings of fact, stating the evidentiary basis for each such finding, and shall issue a ruling, explaining how the findings of fact support the ruling. The Arbitrator's ruling shall be deemed final when, and only when, he or he has issued a ruling, with supporting findings of fact and evidentiary basis. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the arbitration award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. In the absence of such error, judgment on the award may be entered by any court of competent jurisdiction.

THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR ANY RESULTANT TRANSACTION.

TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST THE SAGE CREATIVE INC. IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.