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Terms of Service

Last Updated: January 2023

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, SECTION 29, BELOW.

1. Parties; Effective Date.  

These “Terms of Service” (“Agreement” or “Terms”) are between RECUR Forever Inc., a corporation organized under the laws of the State of Delaware with offices at ​​1209 Orange Street, Wilmington, Delaware 19801 USA (“RECUR”) and the person accepting these Terms (“User” or “You”) (jointly referred to as “the parties”).  It is effective on the date You “Accept” these Terms electronically, either by explicit consent or by virtue of use of the RECUR websites and content as described below.

2. Purpose of Agreement; Site.

RECUR provides fans of art, film, stories, designs, characters, sports, brands, entertainment, games, and culture (collectively, “Content”) an opportunity to buy, collect, trade, gift, and re-sell non-fungible tokens (“NFTs” or “Tokens,” described below).  These Tokens connect to media files, including audio, video, and images, that contain Content, or that enable the purchaser to participate in certain opportunities through Passes (described in Section 10, below).  In some cases, Users may access products offered by RECUR through various web sites and platforms owned or controlled by RECUR or managed by RECUR for licensors of RECUR’s NFTs (collectively, “Sites”).  These Terms apply to all NFTs sold by RECUR through any of its Sites and also apply to other activities taking place on the Sites, such as the purchase of digital goods, purchases of passes; online games, contests, giveaways, promotions, rewards, challenges, sweepstakes, forums, events, and visits to the Metaverse; engaging with cryptocurrency; and other services offered by RECUR now and in the future (collectively, “Services”).  To receive some Services, Users are required to review and agree to the terms of this Agreement and such other additional terms of use, terms of service, and Codes of Conduct as RECUR may require in its sole discretion.

3. Token.  

A “Token” is a digital identifier, typically a long string of numbers, letters, and characters sometimes referred to as a “hash”, that enables the owner of the Token to view, hear, or otherwise access specific Content associated with that identifier.  The Token has technical attributes that enable uniqueness, security, authenticity, ownership, tracking, access, and association with contract terms issued by RECUR (“Smart Contract”).   A Token does not contain a copy of Content.  A Token digitally directs to Content residing in a secure computer network.

4. User Account.

To receive Services through a Site, User must create an account with RECUR.  By creating an account, each User represents and warrants to RECUR the following: (a) User is an individual who is at least eighteen (18) years of age; (b) all information provided in connection with User’s account is correct and complete; (c) User shall update information in his or her account so that information is always correct and complete; (d) his or her transactions involving Tokens will always take place either on a RECUR Site or via a digital ledger where records of the transaction are public, such as blockchain; (e) User shall not provide his or her account credentials (logins, passwords, or other means of access or authentication) to third parties; (f) only User shall conduct activity through User’s account; (g) User shall notify RECUR immediately of any suspected breach of security or unauthorized use of the account; (h) User shall not conduct any activity at a Site, or in connection with the Tokens purchased from RECUR, that violates any applicable Law (defined below); (i) User shall not transfer or assign their account; (j) User is not located in a country that is subject to a U.S. Government comprehensive embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (k) User is not listed on any sanctioned party list, including without limitation, the U.S., U.K., or E.U. lists of prohibited or restricted parties, including the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Parties List (“SDN List”), (collectively “Sanctioned Party”), is not owned 50 percent or more, directly or indirectly, in the aggregate by any Sanctioned Party, is not otherwise controlled by any Sanctions Party, and shall not resell, gift, or otherwise transfer a Token to any Sanctioned Party.

For purposes of verification, fraud prevention, compliance with law and with these Terms of Service, and Site security, RECUR or its contractors (each, a “Data Contractor”) will collect information about persons seeking to establish accounts and/or otherwise purchase Tokens or use the Site (“Submitted Data”).  Such Submitted Data may be analyzed via machine learning, artificial intelligence, and analyses based upon various databases intended to assist in verification and compliance.   Data Contractor will provide the results of that analysis to RECUR (“Provided Data”).  Submitted Data and Provided Data are referred to collectively as “Customer Data” for purposes of this Section.  Subject to applicable privacy and data protection Law as well as RECUR’s Privacy Policy, User hereby grants RECUR a broad license to use Customer Data in connection with its business, and to authorize Data Contractor the right to use Customer Data, including the right to copy, transmit, use, host, perform, display, and create derivative works; to combine with other data; and  to operate, analyze, improve, and promote the Services of RECUR and/or the Data Contractor; to evaluate and assess compliance by User with applicable Law.  This license is worldwide, irrevocable, perpetual, royalty-free, paid up, sublicensable and transferable, for all media now known or later developed.  User hereby fully consents to the use by RECUR or Data Contractor of Customer Data as set forth above and waives any claim against RECUR or Data Contractor for use of Customer Data as set forth above.

5. Privacy.

Account information provided by User, and data about User generated in connection with this Agreement and User activities at a Site containing personally identifiable information, are subject to RECUR’s Privacy Policy located here.

6. Purchase of Tokens.  

Transactions to purchase Tokens on RECUR are processed in US dollars (USD).  After User completes the process for purchasing access to specific Content, RECUR will “mint” the Token.  Minting means that RECUR generates the link in the Token, attaches the Smart Contract, associates that Token with User, and provides User with the minted Token.  Regardless of the price paid for any Token, User acknowledges that neither RECUR nor its Licensors make any promise that a Token has any intrinsic value or specific value or will have any specific value or intrinsic value.

7. User Rights in Tokens.  

In accordance with all terms of this Agreement, when User has purchased a Token, RECUR grants User the right to:  (a) view Content associated with the Token; (b) share the link associated with the Token to enable third parties to view the Content; (c) gift, resell, or otherwise transfer ownership of the Token to any third party lawfully entitled to acquire it so long as such transfer complies with the provisions of this Agreement and all applicable laws; and (d) use another third party public blockchain as a ledger for ownership of a particular Token so long as such transfer complies with the provisions of this Agreement and all applicable laws.  The rights granted above are in perpetuity, except as otherwise provided in this Agreement, and are subject to all provisions of this Agreement.  User’s rights are limited to those expressly granted, and no rights shall be implied.  At the time of purchase of the Token, the Content resides on a Site.  If User wishes that a different third party host the Content, User is responsible for ensuring that the terms of service of such new host meet the needs of User and comply with the terms of this Agreement.  Upon transfer of the Token by User, RECUR has no further liability to User for hosting the Content that is identified by the Token.  Persons who purchase from User Tokens minted by RECUR, including their downstream purchasers, are entitled to the rights set forth in this Section and are subject to all terms of this Agreement.  Upon User’s transfer of title to a Token, all licenses granted to User with respect to such Token shall terminate and shall confer to the downstream purchaser.

8. Ownership of Rights in Content.

The Content remains the sole and exclusive property of RECUR or its Licensors (defined below). These retained rights include intellectual property and intangible rights, such as trademark, character rights, copyright, neighboring rights, graphic design, industrial design, rights of personality, rights of publicity, and the digital file constituting a copy of the Content.  The purchaser of a Token acquires no ownership of the Content with which that Token is associated. User shall not alter, seek to avoid, or interfere with the technology embodying or linking to the Smart Contract associated with a Token.

9. Limited Right to Commercialize Token; Contract Rights of Licensors.  

In most cases, the Token links to Content that contains the intellectual property rights of third parties who have licensed such Content to RECUR (“Licensors”).  Other than the right to sell the Token, User may not make any commercial use of the Content associated with a Token.  This prohibition is intended to be interpreted broadly.  User may not use the Content to suggest any affiliation, sponsorship, approval, endorsement, or other relationship between User and the subject matter of the Content or the owner/Licensor of the intellectual property rights in the Content.  User shall not create any products, provide services, adopt as a social media handle, use as the name of a social media account, use as a trademark or trade name, or otherwise use or exploit any intellectual property associated with Content.  User shall not display the Content in a context that may embarrass, or bring into disrepute, or enmesh in controversy, the Content or the owner of the intellectual property rights in the Content (by way of example, and without limitation, displaying the Content in connection with personal attacks, harassment, discrimination, pornography, cruelty, sex, guns, alcohol, hate speech, or politics).  Some Licensors require, as a condition of User’s purchase of a Token that directs to Content licensed to RECUR by Licensor, that User also accept Licensor’s terms of service, or license agreement, or other contract terms in addition to these Terms (“Licensor Terms”).  Licensor Terms are set by Licensor, are a contract between Licensor and User, and are enforceable by the Licensor.  With respect to Tokens purchased from RECUR that relate to Content licensed to RECUR by a Licensor, in the event of any conflict between these Terms and Licensor Terms, the provisions of Licensor Terms shall control.

10. Revenue Sharing Upon Resale of Token and Passes.  

  1. Resale of Tokens Other Than Passes.  Other than the initial sale of a Token to User by RECUR, each subsequent sale of a Token originally minted by RECUR generates revenue that is shared between RECUR and the then-current owner of the Token (“Seller”) as follows:  Ninety percent (90%) of Gross Sales Price paid by the buyer to User/Seller and ten percent (10%) of Gross Sales Price to RECUR.  Gross Sales Price means the price paid by the buyer to Seller prior to any reduction for third party fees associated with the sale, such as transaction fees, processing fees, credit card fees, conversion fees, and platform fees (collectively, “Fees”).  Seller shall be solely responsible for payment of all Fees.  This revenue sharing obligation is part of the Smart Contract associated with the Token at the time of original purchase by User.  It applies to all sales of a Token, in perpetuity.  User hereby authorizes RECUR to process purchases of Tokens using the method of payment authorized by User and permitted by RECUR in its sole discretion, such as credit card, bank account, cryptocurrency, or such other method of purchase as RECUR may permit.
  2. Revenue Sharing Upon Resale of Passes.  For a limited time, RECUR will sell “Passes.” Passes are Tokens representing digital tickets to events and opportunities sponsored by RECUR.  By way of example, a Pass may represent access to an early drop of new NFTs, a special collection, limited edition products, or exclusive offerings; a Pass may represent membership in a unique group, or the right to attend an event in the Metaverse, or any other opportunity created by RECUR and symbolized by the Pass.  As with Tokens that represent branded Content, Passes are NFTs comprised of a Token, a Smart Contract, and the unique opportunity that is the subject of the specific Pass.

    Purchasers of Passes are allowed to resell them in the same way as they may resell Tokens that represent branded Content.  Other than the original sale of a Pass minted by RECUR, each subsequent sale of a Pass generates revenue that is shared as follows:  ninety-five percent (95%) of the Gross Sales Price paid by the buyer becomes the property of the User/Seller, and five percent (5%) of the Gross Sales Price becomes the property of RECUR. RECUR, and not the User/Seller, is solely responsible for payment of third party fees associated with the sale, such as transaction fees, processing fees, credit card fees, conversion fees, community initiatives, and platform fees.  These community initiatives will be communicated by RECUR on its platform, via social media, through its Discord channel, and other channels designed to reach its community.

    This revenue sharing obligation is part of the Smart Contract associated with the Pass at the time of original purchase by User.  It applies to all sales of a Pass, in perpetuity.  User hereby authorizes RECUR to process purchases of Passes using the method of payment authorized by User and permitted by RECUR in its sole discretion, such as credit card, bank account, cryptocurrency, or such other method of purchase as RECUR may permit.

11. Taxes.

RECUR provides a platform for Buyers and Sellers to transact with each other. For transactions in which a Seller sells to a Buyer through our platform, if you are a Buyer, you acknowledge that you are buying items from a third party, not RECUR. NFTs exist only by virtue of the ownership record maintained in the associated blockchain. Any transfers or sales occur on the associated blockchain. RECUR cannot affect or otherwise control the transfer of title or right in any NFTs or underlying or associated content or items. Where required by law, RECUR will collect and remit sales/use tax to the appropriate jurisdiction.

Neither RECUR nor any other RECUR Party is responsible for determining the withholding, income, sales, use, value-added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your RECUR transactions. Other than applicable sales/use taxes that RECUR may be required to collect as a marketplace facilitator, you agree that you are solely responsible for determining what, if any, Taxes apply to your RECUR transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a RECUR transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your RECUR transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law, including any applicable sales/use taxes. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.

12. Data.

RECUR owns all data generated through use of the Site and the purchase of Tokens and other Services that relate to RECUR product offerings (“Data”).  Subject to applicable privacy and data protection Law as well as RECUR’s Privacy Policy, RECUR may use Data: (a) to process transactions at the Sites and in connection with this Agreement and to otherwise implement this Agreement; (b) investigate and verify proper conduct at the Sites and to monitor the security and integrity of the Sites; (c) as required by law and/or in response to service of legal process, such as a court order, summons, subpoena, and the like; (d) to enhance the User experience at the Sites, to understand how the Sites are used, to communicate with its Users about RECUR, the Sites, the Content, and the Services; (e) to analyze, develop, and promote RECUR’s business; and (e) to communicate with User about the Token, the Site, the Content, the Services, and this Agreement.  The authorization set forth in this section is irrevocable, royalty-free, worldwide, and transferable.

13. LIMITED AND AS-IS WARRANTY; Exclusive Remedy.  

RECUR represents and warrants that it has the right to sell the Tokens offered through the Sites in accordance with all terms of this Agreement, and that the Tokens sold to User shall conform to their written descriptions.  User has ten (10) days after purchase of a Token to review the Token and ensure compliance with its applicable description.  If User determines that a Token fails to conform, it shall notify RECUR in writing promptly, but in no event after such ten-day time period, after which the sale of the Token is irrevocable. The User may contact RECUR support concerning their potentially nonconforming Token by submitting a request to the Help Center located on the RECUR website. 

In the event of a nonconforming Token, RECUR shall repair or replace the Token with a conforming Token or, in RECUR’s sole discretion, refund the purchase price of the Token.  The foregoing is the sole and exclusive remedy available to User in the event of his or her purchase of nonconforming Tokens.  Otherwise, RECUR provides, and User accepts the Site and the Tokens “AS IS,” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  By way of example, RECUR does not represent or warrant that the Content will be accessible on sites not hosted by RECUR.

14. Limitation of Liability for Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RECUR BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE SITES, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT RECUR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID BY USER TO RECUR FOR THE TOKEN THAT IS THE SUBJECT OF ANY USER CLAIM.  As used in this section, “RECUR” includes RECUR and its Licensors as well as their officers, directors, members, employees, contractors, agents, affiliates, related business entities, successors, and assigns.

15. Integrity of the Sites.

Integrity of the Sites.  User shall not take any action to interfere with the operation of the Sites, attempt to copy the Sites’ underlying technology, upload other computer programs or files, or copy Content. User agrees not to use any automated software (including, but not limited to, crawlers, robots, bots, spiders, extractors, etc.) at the Sites except as expressly set forth below.  User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Tokens; or hack, reverse engineer, or disable any technology at the Sites or relating to the Tokens.

Prohibited Conduct.  User shall not take any action to interfere with the operation of the Sites, attempt to copy their underlying technology, upload other computer programs or files, or copy Content.  User agrees not to circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Sites or in connection with the Token; or hack, reverse engineer, or disable any technology at the Sites or relating to the Tokens.  Notwithstanding certain limited uses of automated software, below, User shall not use automated software to: (a) install any software at the Sites, including malware and any other type of software identified in the software community or by RECUR as malicious, nefarious, harmful, or unauthorized; (b) alter the functionality at the Sites; (c) spam or otherwise send unsolicited messages; (d) engage in any attacks at the Sites, the Tokens, the NFTs, or any RECUR technology, including DDOS attacks; (f) take over the Sites or any function at the Sites; (g) circumvent any limitations, rules, requirements, and/or restrictions at the Sites (by way of example, transaction limits, account limits, geographic restrictions, age restrictions; (h) access, collect, disseminate, disclose, or use personal information of others; (i) interfere with the use of the Sites by Users; (I) interfere with accounts of Users; (j) harm Users, RECUR, or its licensors and strategic partners; and/or (k) exercise any of the "limited authorized use of automated software" below in a manner that would violate any prohibition, above.  To be clear, it is not possible to list all unauthorized uses of automated software or all prohibited conduct, and the aforementioned are merely representative examples of unauthorized uses or prohibited conduct and are intended as examples only and without limitation.  Users shall use the Sites only with the highest standards of ethical conduct. In no case shall User copy, adapt, distribute, sell, or post images, video, or audio owned by third parties and licensed to RECUR in connection with NFTs.

Limited Authorized Use of Automated Software.  Except as set forth in this paragraph below, User agrees not to use any software application that automates tasks intended to emulate lawful and authorized conduct at Sites owned or operated by RECUR (“Automated Software”).  RECUR authorizes Users to use Automated Software for the following tasks already authorized by RECUR at the Sites: (a) create alerts for User; (b) access data that is published by RECUR at the Sites; (c) make purchases; (d) make listings; and (e) participate in gameplay.  RECUR authorizes these limited uses solely at the URLs identified by RECUR with the notice “powered by RECUR” in the top right header of the web page and in the footer.

Changes to Prohibited Conduct and Authorized Conduct. RECUR may unilaterally amend the terms of this Section at any time and for any reason, and may do so by, for example, amending these Terms of Service, disabling the Automated Software, changing its application programming interface, and/or by posting restrictions and authorized uses at any of the URLs.

16. Site Accessibility.  

RECUR may use third parties for services relating to the technology used to receive, store, and transmit data (such as server operations, hosting, maintenance, support, upgrading, and repair). Servers relating to the functioning of the Site may occasionally be inaccessible due to repair, maintenance, upgrades, power sources, and other factors.  Information transmitted by Users may be sent over an unsecured connection to an email service provider.  If You have technical problems with any Site, with access to Token, or other issues regarding user experience, please contact RECUR at support@recurforever.com.

17. Suspension or Termination and Related Handling of Funds and Tokens.

RECUR may suspend or terminate User access to the Sites, Content, Tokens, and/or Services, in its sole discretion, in any of the following circumstances: (a) User’s violation of the provisions of this Agreement; (b) User’s involvement in any form of legal action against RECUR; (c) RECUR’s receipt of request to suspend or terminate User access by any law enforcement authority with jurisdiction over RECUR or User; (d) enactment of new or change in any existing laws or regulations applicable to RECUR that would cause RECUR to be in violation of such laws or regulations by continuing to allow User access; (e) termination of rights by RECUR Licensors that affects User rights previously granted; (f) receipt by RECUR of any legal process requiring RECUR to suspend or terminate User access; (g) any actual or alleged violation of law by User, including without limitation fraud and improper chargebacks; and (h) any other action that RECUR, in its sole discretion, determines is inconsistent with permissible use of the Sites, Content, Tokens, and/or Services.  

RECUR shall notify User in the event of such suspension/termination in the case that the User attempts to take action on their account (e.g., add a card, purchase an NFT), unless prohibited from doing so by law. RECUR may provide information regarding resumption of access to the extent that resumption of access may be permitted and unless prohibited from providing such information by law.

Where suspension or termination is permitted under this Agreement, RECUR may, in its sole discretion and as otherwise permitted by law: (a) temporarily suspend User’s account with a potential for resumption of access under such terms and conditions as RECUR, in its sole discretion, may set; (b) permanently terminate User’s account and, in RECUR’s sole discretion do any of the following: (i) allow return of any funds and/or Tokens to User, (ii) freeze or block any funds and/or tokens of User; (iv) seize and hold any funds and/or Tokens of User unless and until release of such funds and/or Tokens to User is required by law. Any Tokens or funds that RECUR does not or is unable to return to the User in conjunction with an account termination will be handled in accordance with Section 28 of this Agreement. In addition to the forgoing, should RECUR have reason to believe that User has obtained funds or Tokens from another RECUR User by fraud or other means that are impermissible by Law or under this Agreement, RECUR reserves the right to freeze such User account pending investigation by RECUR.  If RECUR determines based on good faith investigation that the frozen funds or Tokens are legally the property of another RECUR User, RECUR retains the right, in its sole discretion, to return such funds or Tokens to the User who is rightfully entitled to the same. 

In addition to the forgoing, RECUR reserves the right, in its sole discretion, to seize funds in User’s RECUR wallet and to claw back Tokens from User if RECUR in its sole discretion determines that User obtained such Tokens by fraud, including without limitation by utilizing stolen credit cards, or fails to pay for Tokens as required, such as by reason of having insufficient funds on a method of payment to support such purchase or by improperly charging back a prior payment.  RECUR likewise reserves the right, in its sole discretion, to claw back a Token and return User funds used to purchase such Token when requested by a User. 

User agrees the Tokens have no intrinsic value or specific value and that any damages against RECUR and/or its Licensors in the event of suspension or termination of Access and related action to freeze, block, or seize funds by RECUR that is ultimately determined at arbitration or by a court with jurisdiction over RECUR to have been improper under this Agreement will be limited to the funds in User’s account at the time of the suspension or termination, the purchase price of the Token(s) that is the subject of such suspension/termination, or Two Hundred Dollars (U.S. $200.00), whichever is less. User also acknowledges that RECUR maintains a Stolen NFT Policy and that the Stolen NFT Policy is incorporated herein by reference."

18. User Responsibility.

User acknowledges that his or her account with RECUR and his or her access to the Content, Tokens, and Services is based upon the truth of the promises, statements, and representations made by User in accepting this Agreement.  User is solely responsible for any costs, expenses, and damages directly or indirectly arising from breaches of this Agreement or third party assertions inconsistent with User promises, statements, representations, and warranties. This obligation survives termination of this Agreement.  User agrees to use his or her best efforts to assist RECUR in the investigation and resolution of any third party claim or assertion inconsistent with User’s obligations under this Agreement, at no charge and promptly upon receipt of notice from RECUR of such claim or assertion.

19. Third Party Wallet.  

RECUR may engage third parties (such as Circle Internet Financial, Inc.) (“Circle”) to provide Users with financial payment capabilities using both traditional and digital currencies (“Wallet Services”).  

a. User may apply for their personal Wallet Services account with Circle through any of the Sites owned or managed by RECUR (“Wallet Services Account”) and must accept and comply with Circle’s terms of service, available here.  User may, through User’s account on a Site, load traditional or digital currency to check a current balance at or withdraw traditional or digital currency from User’s Wallet Services Account.  RECUR may share User’s Data with Circle or request User’s Data from Circle to enable User’s use of Wallet Services on a Site.  All fees related to User’s use of Wallet Services and a Wallet Services Account, such as ACH transfer fees or credit card processing fees, are the responsibility of User.
b. All Wallet Services are provided by Circle, and all transactions involving Wallet Services are between User and Circle.  User alone has control of and responsibility for transactions related to the Wallet Services.  RECUR does not provide either Wallet Services or the Wallet Services Account. RECUR does not handle payment capabilities, including payment processing, the holding or withdrawal of traditional or digital currencies, refunds, or returns.  RECUR charges a single, $25 fee per wire transfer associated with any withdrawal or refund. User’s bank or Circle may charge additional fees, which fees are solely the obligation of the User. RECUR makes no representations as to Circle’s fulfillment of services related to the Wallet Services Account, including completing purchases or sales on a Site using Wallet Services.  RECUR has no liability to User for Wallet Services.

20. Regulatory Status.  

RECUR is not a bank. It is not a money services business, is not registered as such with the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) or Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), and is not registered as a money transmitter under any state law.  NFTs hosted on a Site are not insured by the Federal Deposit Insurance Corporation of the United States.  

21. The Site and Performance of Agreement.

This Agreement is entered into, performed in, and based in Wilmington, Delaware USA. Neither the Sites nor this Agreement give rise to personal jurisdiction over RECUR, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Subject to applicable privacy and data protection Law as well as RECUR’s Privacy Policy, neither the conduct of RECUR nor Users in connection with this Agreement, nor the terms of this Agreement, are affected by any laws, statutes, regulations, ordinances, or executive order laws outside of the State of Delaware or the federal laws of the United States of America.

22. Notices; Electronic Communications.

RECUR may provide User with notices, including those regarding changes to this Agreement, by email using the information provided by User in its account, or by postings to the Site.  Notice is deemed given upon the earlier of (a) actual receipt, (b) twenty-four (24) hours after an email is sent, or (c) ten (10) calendar days after a notice is posted to the Site.  User stipulates to electronic communications as the sole method of notice and communications, including service of legal process. During the term of this Agreement it is possible that the purchase, sale, use, and transfer of ownership of Tokens may become subject to one or more laws not in effect as of the Effective Date, or a change in the ownership of intellectual property rights of RECUR’s Licensors relevant to Tokens.  Such new laws, if any, or change of ownership, may fundamentally alter the power of RECUR to grant the rights above or the exercise of such rights by User.  In such case, RECUR shall update its terms of service and notify User electronically of any amendment to this Agreement.  

You may contact RECUR at (RECUR may update its contact information in accordance with the terms for modification of this Agreement):

RECUR Forever Inc.
1209 Orange Street
Wilmington, Delaware 19801 USA

Email: support@recurforever.com

23. SMS/Text Messages.  

By providing Your mobile/cellular phone number to RECUR, whether at sign-up or when updating Your contact information, You agree to receive text (SMS) messages from RECUR.  RECUR will send text messages related to authorization of access to Your account and to promotions related to the Site. Message frequency will vary.  Consent to receive promotional text messages is not a condition of access to RECUR’s services.  Your wireless carrier’s standard messaging rates apply to all text messages received and sent, including any downloading of content.  All charges are billed by and payable to Your wireless carrier.

a. You represent that You are the owner or authorized user of the phone number You provide to RECUR and the wireless device You use to subscribe to RECUR’s services. You represent that the information You provide is accurate and complete.  You represent that You are authorized to approve the applicable charges.
b. Data obtained from You in connection with this SMS service may include Your mobile phone number, Your carrier's name, and the date, time, and content of Your messages and other information that You may provide. We may use this information to contact You and to provide the services You request from us, and to otherwise operate, develop, and improve RECUR’s services. Your wireless carrier and other service providers may also collect data from Your SMS usage, and their practices are governed by their own policies.  We may disclose information in compliance with legal process, investigations, or governmental request; to avoid liability, to protect our rights, the rights of our Users, or the intellectual property rights of our licensors.
c. RECUR is not liable for any delays or failures in Your receipt of any messages, as delivery is subject to effective transmission from Your network operator and processing by Your mobile device.  RECUR provides text message services on an AS IS, AS AVAILABLE basis.  RECUR reserves the right to alter the terms applicable to text messages from time to time.  RECUR may suspend or terminate the text message service if it believes You are in breach of the terms and conditions.  The text message service is also subject to termination in the event Your wireless service terminates or lapses.  RECUR may discontinue this service at any time.

d. You can view RECUR’s privacy policy here.

24. Shortened Statute of Limitations.  

Any claim under this Agreement Token must be brought within one (1) year of the purchase of the Token that is the subject of such claim.  All other claims must be brought no later than two (2) years after on the date User knew or should have known about the facts giving rise to the claim.

25. Entire Agreement.

This Agreement incorporates by reference all terms appearing at the links identified in this Agreement. The Agreement may be updated and modified by RECUR from time to time. Those modifications are incorporated as part of the Agreement. User will be notified of significant modifications when it accesses its account or the Site. If User does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Site.  Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages.  As used in this Agreement, “Law” means applicable federal, state, and local statutes, regulations, ordinances, executive orders, and civil laws applicable to this Agreement and the conduct of each party.

26. Links to Third Parties.  

At Sites and platforms owned or under the control of RECUR, Users may be offered the opportunity to purchase goods and/or services from third parties (by way of example, physical goods offered by a manufacturer other than RECUR) and to engage in activities at those other links and on those other platforms.  RECUR is not responsible for the terms of use of such other sites, or the goods/services purchased from third parties, or the User experience at such sites.

27. Alternative Means of Entry (“AMOE”)

Third parties have the option to offer Users an AMOE for certain drops, depending on preferences and applicable legal requirements.  In situations in which such third parties offer Users an AMOE, Users will have the option to fill out an online submission for entry in lieu of purchasing certain items from drops.  AMOE will be provided by a direct link to a submission form for each drop.  Users who choose to participate via AMOE rather than via purchase of these items will have the same odds of receipt of particular NFTs as any other Users.  Limit one AMOE per User while supplies last.

For information about AMOE submissions, please visit: https://support.recurforever.com/hc/en-us/community/topics/13013790910355.

28. Reserved Price Caps

RECUR or third-party partners reserve the right to limit or cap token prices on the platform in accordance with any obligations established by RECUR or third parties and in conjunction with any new drops. Users will be informed of these restrictions prior to a primary sale. Restrictions apply to listings on the RECUR platform.

29. Dispute Resolution.  

The parties shall attempt to resolve any disputes through good faith business negotiations or facilitative mediation in Wilmington, Delaware.  The parties may agree to participate electronically through a platform by which all parties and the mediator can be seen and heard (such as Zoom).  All disputes or claims arising out of or relating to this Agreement (including the breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in Wilmington, Delaware and in accordance with the then effective commercial rules of the American Arbitration Association or JAMS or similar professional dispute resolution provider; provided that the arbitrator shall not have authority to issue injunctions against RECUR or its licensors.  The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereof.  Other legal proceedings, if any, shall be initiated and maintained only in the United States District Court for the District of Delaware.  The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on the grounds of personal jurisdiction, venue, or forum non conveniens.

30. Force Majeure.

It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; pandemic; or any other cause not within the control of such party whose performance is delayed.

31. Closed Accounts.

Users may request closure of their accounts at any time by contacting RECUR at support@recurforever.com.  If a User requests closure of an account but such User owns a Token custodied by RECUR, RECUR will attempt to notify the User of this fact and provide the User with a reasonable amount of time to transfer custody of the Token to another third-party ledger (or otherwise sell the Token) prior to closure of the account. If User declines to or does not take an action and the Token remains in the custody of RECUR, User acknowledges that RECUR may take steps to dispose of the Token in RECUR’s discretion, which may include but is not limited to “burning” (i.e., destroying) or selling the Token, with no recourse to User. If User requests closure of an account that contains funds owned by the User, RECUR will attempt to notify the User of this fact and return the funds to User. To the extent RECUR is unable to return the funds, RECUR may be required to escheat the balance to a state under the state’s unclaimed property laws, as applicable.

Upon closure of a User’s account, RECUR will handle the User’s personal information in accordance with RECUR’s Privacy Policy here.

32. Additional General Terms.  

No waiver by RECUR shall be implied. A waiver must be in writing and signed by an officer of RECUR. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. RECUR may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party.  User represents they have the legal power to enter into this Agreement.  These Terms are binding upon the heirs, personal representatives, successors, and assigns of User.

ACCEPTANCE OF TERMS:  User accepts these terms by accepting these terms at account opening or by any other means specified by RECUR to which User assents.

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