Typical Friends

The Terms and Conditions (hereinafter “Agreement,” “Terms” or “Terms and Conditions”) govern your use of the typicalfriends.com website, including your purchase of any Typical Friends NFTs. By using this website or attempting to purchase a Typical Friends NFT, you accept these Terms & Conditions in full. If you disagree with these Terms & Conditions or any part of these Terms & Conditions, you must not use the typicalfriends.com website or attempt to purchase any Typical Friends NFT.

Definitions

“Typical Friends” or “the Company” means Typical Friends LLC, a Delaware limited liability company.

“NFT” means a Typical Friends non-fungible token that was either minted on this Site or bought on the secondary market.

“NFT Art” means any art, designs, drawings, traits, features, attributes, layers, and other design elements that may be associated with the NFT that you own.

“Affiliate” means any individual or entity, aside from Typical Friends, that owns, controls, or contributed to the NFT and/or the NFT Art.

“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.

“Intellectual Property or IP” means Typical Friends proprietary materials, which include, but are not limited to, the underlying copyright, trademarks, designs, names, titles, data, graphics, illustrations, color palette, styles, aesthetics, works of authorship, and any other intellectual property rights of any nature.

“License” means the License to commercially exploit your NFT as per the terms in this Agreement and for the term that you own the NFT. Your License will terminate upon the sale or transfer of your NFT to any third party.

“NFT Trading Platform” means any marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain.

“Own” or “Ownership” all NFTs are stored on and accessible through the blockchain. As such, the Company does not maintain the NFTs on this Site and, aside from transferring control of the NFTs to the initial purchaser of the NFT (the minting stage), the Company has no control over the transfer, storage, ownership or maintenance of the NFT.

“Owner” means the NFT that you have either minted on this site or otherwise rightfully acquired from a legitimate source or any secondary market.

“User” or “You” and “your” means someone who accesses the Site in any way or any NFT owner

“Site” means accessing the following https://www.typicalfriends.com/

First-person pronouns are used in this Agreement (us, we, our, ours, etc.) to refer to the Company. Second-person pronouns (you, yours) refer to the User.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 19, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

BY USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

Your Acceptance

These Terms & Conditions are a legally binding agreement (“Agreement”) by and between Typical Friends LLC, a Delaware limited liability company, and you (“you”, “your” or “user(s)”), a user of the Site and, any NFT Owner (“owner”).

Throughout this Agreement, the words “Typical Friends,” “us,” “we,” “the Company,” and “our,” refers to Typical Friends, LLC.

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Site or using our IP in any way. Without limiting the foregoing, by using the Site or using our IP, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms.
We strive to keep the Service available 24/7/365, however, your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Site or other actions that Typical Friends, in its sole discretion, may elect to take.

We may amend this Agreement at any time. We will notify you of the most recent modification using the “date of last modified” section at the top of this document.

Ownership

Unless otherwise stated, Typical Friends NFT collection and its Affiliates hold the intellectual property rights published on this website, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description available on the Site or available via a link from the Site to a page created by Typical Friends on another website (collectively, the " Typical Friends Content"). The Typical Friends Content is the sole property of the Company and/or its licensors, Affiliates, or third-party service providers.

You acknowledge and agree that Typical Friends and/or its licensors and Affiliates own all legal rights, title, interest in the Art associated with any NFTs, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of an NFT are limited to those expressly stated herein. Typical Friends reserves all the rights and ownership to the NFTs and its Art not specifically granted to the User under this Agreement.

Purchase

When you own a digital wallet that holds an NFT, as recorded by the smart contract, you hold the exclusive right to sell, transfer, and execute blockchain transactions involving that NFT.

Any payments of financial transactions that you conduct or engage in through the Site are final. You acknowledge and understand that the Site cannot and will not reverse any payments or transactions. All purchases of the NFTs, as well as any associated charges, are non-refundable.

You shall be responsible for all applicable taxes including any sales or compensating use tax or equivalent tax wherever such tax may arise.

The user accepts and acknowledges that Typical Friends and/or its licensors and Affiliates will not be responsible for any communication failures, disruptions, distortions, delays, or any other errors that may arise when you attempt to purchase any NFTS.

User Ownership

Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring your NFT and for as long as you hold your NFT, Typical Friends and/or its licensors and Affiliates shall grant you a non-exclusive, worldwide, royalty-free License to: 1) use, reproduce, distribute, publicly perform, publicly display, transmit, use and exploit or otherwise enjoy the Art of your NFT for your own personal or commercial use; 2) commercialize your NFT by producing and selling physical merchandise that portrays the Licensed NFT’s underlying Art in its entirety; 3) sell or transfer your NFTs to another party pursuant to Section 7 of this Agreement; and 4) use your NFT as part of a third-party website or application which permits the inclusion, involvement, and/or participation for your NFTs, provided that the website or application cryptographically permits and verifies each NFT owner’s rights and ownership to display the Art and the website or application ensures only the actual Owner can display the Art.

NFT Crop

Typical Friends and/or its licensors and Affiliates may provide you with a cropped version of the NFT character portrayed in the NFT that you own (“NFT Crop”). In the event that you are provided an NFT Crop, Typical Friends and/or its licensors and Affiliates grant you a non-exclusive, worldwide, royalty-free License to use, display, or otherwise enjoy the NFT Crop solely for your own personal use and not for any commercial use of any kind.

You understand and agree that these rights are licensed solely to the rightful and legal Owner of the NFT. Your licensed rights to the NFT will terminate upon the rightful and legal sale or transfer of your NFT in accordance with Sections 5, 6 and, 7 of this Agreement and the new Owner, upon their acceptance of the Terms and Conditions of this Agreement, shall receive these licensed rights.

Restrictions and Reservations

No derivative works

Your License extends only to your NFT art – meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise your NFT art. Thus, while the License allows you to commercially exploit your NFT, this License does not grant you rights in any individual element of your NFT art, or a License to exploit any individual element separate and apart from your NFT art.

You understand and agree that any physical merchandise that you produce must incorporate every element and trait of your NFT in full. The individual layers and traits of the NFTs are not owned by you and are the sole property of Typical Friends and/or its licensors and Affiliates. Such commercialization rights are limited to the NFTs that you own, and those rights do not extend to or include the NFT Crops that Typical Friends and/or its licensors and Affiliates may provide to you.

You further understand and agree that this License does not permit the ability to create any digital merchandise. The creation and minting of any new NFTs which are derivatives of your NFTs are expressly prohibited.

Restrictions

You understand and acknowledge that neither you nor any third party or allow any third party to attempt and do the foregoing without the express prior written consent from Typical Friends and/or its licensors and Affiliates:

modify the Art in of your NFT or any applicable NFT Crop in any way, including, without limitation, the shapes, designs, drawings, attributes, layers, color schemes, or design elements of the NFT;
produce any merchandise in connection with your NFT that depicts lewd behavior, expresses hate or encourages violence towards a person or group based membership in a protected class such as race, religion, gender orientation or disability, illegality, hatred, intolerance, drugs, cruelty, vulgarity, pornographic or other “adult-only” material, or otherwise harmful material to the Art and Typical Friends’ Brand;
and/or attempt to trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in your NFT or any applicable NFT Crop.

You may not use your NFT in a manner that violates applicable law. All rights not expressly granted herein are reserved by us.

Reservation of rights

The License does not grant you any rights in or to Typical Friends and/or its licensors and Affiliates’ trade names, brands, trade dress, or trademarks, all of which are expressly reserved to Typical Friends and/or its licensors and Affiliates.

Any intent to register a trademark in your NFT art must occur during the License term and be based solely upon the actual use of the NFT art in commerce and solely for the goods or services in connection with which your NFT art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in your NFT art on an “intent to use” basis or where you otherwise have not used your NFT art in commerce.

License to Typical Friends and/or its licensors and Affiliates

You grant to Typical Friends and/or its licensors and Affiliates an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable License to publicly display and otherwise use your NFT art alongside other NFTs for the purpose of promoting or exhibiting the entire Typical Friends NFT collection.

Transfer

You have the limited right to transfer or sell your NFTs on an NFT Trading Platform, provided that the transferee or purchaser understands and accepts the terms of this Agreement and the terms of the NFT trading platform applicable Terms & Conditions and that prior to the transfer, you have not breached this Agreement or the Terms & Conditions of the NFT Trading Platform.

Typical Friends is not responsible for any transactions between you and a third party, including using any NFT Trading Platform to transfer your NFTs. Typical Friends shall have no responsibilities or liability with respect to any transfer you enact on any of these NFT Trading Platforms.

Ownership of an NFT and its License are not separable in any way. You may not engage in any transaction or activity that purports to decouple or separate the License from your NFT.

Published Typical Friends works

If during the License term, you create and make available to the public a work using Typical Friends NFT art (“Published NFT art”), you may, except as set forth in section 9(a)(2) and (3), continue to use and exploit that Published NFT art in accordance with these Terms and Conditions after the License term, provided, however, that: (1) you will be responsible for any obligations and liabilities arising from your continued use of the Published NFT art after the License term; and (2) this privilege does not allow you to use the NFT art to create any new works or materials after the License term. Thus, for example:

A digital series featuring your NFT art that was released during the License term may continue to run after the License term but any creation or distribution of any new episodes featuring the NFT art would require a License from the new Owner.
After the License term, you may sell off existing (at the time of transfer) inventories of merchandise featuring your NFT that were created and offered for sale during the License term, but the creation or distribution of any new merchandise or inventory featuring the NFT art would require a License from the new Owner.

Termination of License

The licensed rights granted to you in Section 5 of this Agreement shall automatically terminate if you perform any of the following actions: 1) you sell, trade, donate, or otherwise transfer your NFT in any manner; (2) you breach any terms of this Agreement or any Terms & Conditions for the designated NFT Trading Platform; or (3) you engage in or initiate any legal actions against Typical Friends and/or any of their affiliates, and each of their respective officers, directors, members, affiliates, agents, or employees.

Upon transfer of your NFT to a new owner: (1) your License hereunder shall immediately and automatically terminate; (2) you must discontinue any use of your NFT art as a trademark or other source identifier; and (3) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.

Upon termination of your licensed rights, you must immediately cease and desist all activities and rights granted to you in Section 5. This includes ceasing all commercial and non-commercial activities involving the NFT for your own personal use and creating and/or selling physical merchandise that incorporates the NFT art.

Owner representations and warranties

The Owner represents and warrants that Owner:

Is of majority age and has the legal capacity to enter into these Terms;
Will only use and interact with any NFT and NFT art in accordance to these Terms
Will comply with all applicable law in the exercise of tis rights and obligations under these Terms and will not violate any rights of TYPICAL FRIENDS and/or its licensors and Affiliates or any right of a third party
Is not, and will not, knowingly execute a transaction involving an NFT or an NFT art with any person who is, (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist-supporting country; or (2) listed on any U.S. government list of prohibited or restricted parties.

Assumption of Risk

Typical Friends NFTs and the NFT art may be used in myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring an NFT, including to understand what previous and exciting uses have been made of the NFT and the NFT art and how those uses may affect value, any purchase of a Typical Friends NFT is at the purchaser’s own risk. Typical Friends and/or its licensors and Affiliates are not responsible for verifying or providing information on how an NFT or its art have been exploited. Additional documentation from an Owner may be necessary or prudent.

Typical Friends and/or its licensors and Affiliates are not responsible for determining or paying any taxes that apply to any Owner’s purchase, sale, or transfer of rights in each NFT. As between the parties, Owner is solely responsible for determining what, if any, taxes apply to such transactions.

Transactions involving Typical Friends NFTs and their art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Typical Friends and/or its licensors and Affiliates provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

You understand and agree that the Licensed NFTs are made solely for entertainment purposes. You agree and understand that that: (1) the market and prices for a blockchain assets are extremely volatile and subjective. Collectible blockchain assets, such as the Typical Friends NFTs, have no inherent or intrinsic value, and fluctuations in the price of such blockchain assets could materially and adversely affect the price and value of your NFTs; (2) there are risks involved with using internet-based currency and asset, including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to your personal information including such information and assets contained in your digital wallet or elsewhere; (3) digital currency and assets are not currently regulated by any regulatory regimes, and new regulations or policies that may materially affect the value of any NFTs; (4) there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error; (5) there are risks related to taxation; and (6) Typical Friends and/or its licensors and Affiliates do not make any guarantees or representations about the availability of the Licensed NFTs or the art or that they will host the NFTs or the NFT Art in any specific location for any period of time.

If you have a dispute with one or more Users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

You agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain the Licensed NFTs and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, ANY NFTS LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

Limitation of Liability

ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TYPICAL FRIENDS AND/OR ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL TYPICAL FRIENDS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY LICENSED NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF TYPICAL FRIENDS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED USD $100.

BY PURCHASING OR OWNING AN NFT, OWNER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TYPICAL FRIENDS AND/OR ITS LICENSORS AND AFFILIATES AND THE OWNER.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO TYPICAL FRIENDS AND/OR ITS LICENSORS AND AFFILIATES PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE EXTINCT LABS NFTS. NO TYPICAL FRIENDS AND/OR ITS LICENSORS AND AFFILIATES PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE TYPICAL FRIENDS NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Release

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, FLORIDA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF FLORIDA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE FLORIDA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. YOU RELEASE US FROM ANY LIABILITY RELATING TO OUR SITE OR TYPICAL FRIENDS CONTENT, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST US. THIS RELEASE DOES NOT APPLY TO NEW JERSEY USERS.

Digital Millennium Copyright Act of 1988

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Typical Friends infringe your copyright, you, or your agent may send to Typical Friends a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright Owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Typical Friends actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Typical Friends a counter-notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.

Your notice must contain the following information as required by the DMCA 17 U.S.C. §512:

The full name and a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by your notice, you may provide a representative list of the copyrighted works that you claim have been infringed;
Reasonably sufficient detail to enable us to identify and locate the copyrighted work that is claimed to be infringing (e.g. a link to the page on the Site that contains the material);
A mailing address, telephone number, and email address where we can contact you;
A statement that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and
A statement made by you, under penalty of perjury, that the information in the notice is accurate and that you are the copyright Owner or authorized to act on behalf of the copyright owner.

Please submit your notice to the Designated Agent below:

Typical Friends LLC
Email: hello@typicalfriends.com

Once you provide us with an adequate notice as described above, we will respond expeditiously and take whatever action, in our sole discretion, that is deemed appropriate including removal of the disputed copyrighted work from the Site.

Counter-Notice:

If you believe that a DMCA notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice to the Designated Agent with the following information required by the DMCA:

Your physical or electronic signature;
Identification of the copyrighted work that has been removed or to which access has been disabled including a link to the page on the Site that contained the material before it was removed or disabled;
A statement under penalty of perjury that you have a good faith belief that the copyrighted work was removed or disabled as a result of mistake or misidentification;
Your name, address, e-mail address, and telephone number; and
- A statement that you (i) consent to the jurisdiction of the Federal District Court in the judicial district where your address is located if the address is in the United States, or the United District Court for the Southern District of New York (Manhattan) if your address is located outside of the United States, and (ii) accept service of process from the person who provided the DMCA notice of the alleged copyright infringement.

Please submit your counter-notice to the Designated Agent below:

Typical Friends LLC
Email: hello@typicalfriends.com

In the event that the Company receives a counter-notice in compliance with the above requirements, we will provide the person who submitted the DMCA copyright infringement notice with a copy of the counter-notice, informing them that the Company will replace the removed material in 10 business days from the date of the counter-notice unless the Company first receives notice from the person who submitted the DMCA copyright infringement notice that they have filed an action seeking a court order to restrain the allegedly infringing activity.

PLEASE NOTE THAT TYPICAL FRIENDS INTENDS TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT, BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL THOUGHT TO BE INFRINGING

Site Availability and Modification

Although we attempt to provide continuous Site availability to you, we do not guarantee that the Site will always be available, work, or be accessible at any particular time. We reserve the right to alter, modify, update, or remove portions of our Site at any time. We may conduct such modifications to our Site for security reasons, intellectual property, legal reasons, or various other reasons at our discretion; however, nothing in this section obligates us to take measures to update the Site for security, legal, or other reasons.

Unauthorized Conduct

When accessing or using our Site, you are solely responsible for your actions, and you agree to abide by the following rules of conduct:

You agree not to copy, distribute or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping;”
You agree not to attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
You agree not to use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Site or to extract or export data collected through the Site;
You agree not to take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
You agree that you will not hold Typical Friends, any of its affiliates, or its third-party providers responsible for your use of the Site or the illegal use of your NFT or NFT art;
You agree not to violate any requirements, procedures, policies, or regulations of networks connected to Typical Friends;
You agree not to interfere with or disrupt the Site;
You agree not to post anything contrary to our public image, goodwill, or reputation;
You agree to not violate any US federal laws, state laws, or local laws while using the Site; and
You agree not to use the Site in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, harmful, or harassing.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Site may, at our discretion, be terminated or suspended. Typical Friends reserves the right to suspend or terminate your access at any time without notice or explanation.

Indemnity

You agree to defend, indemnify and hold harmless Typical Friends, its officers, directors, employees, representatives, Affiliates, third-parties, and agents, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, and other similar results or occurrences (including but not limited to attorney's fees) that directly or indirectly arise from or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Typical Friends NFT whether or not such person personally purchased an NFT or not) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with:

your use of any Typical Friends Site;
your access to or use of any NFT marketplace or third party services or products;
use of your NFT or NFT art for illegal purposes;
your exercise or attempted exercise of the License;
your actual or alleged violation of the law;
your use of any Typical Friends’ Affiliate services;
your violation of any term of this Agreement; or
arising out of any claim that you have breached any provision of these Terms & Conditions.

This defense and indemnification obligation will survive this Agreement. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

Choice of Law

These Terms and Conditions, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of the State of Florida and US Federal Law, as if these Terms are a contract wholly entered into and wholly performed within the State of Florida. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF FLORIDA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

The offer and acceptance of this contract are deemed to have occurred in the State of Florida.

Arbitration

Arbitration rules and forum

By using this Site, you agree that: (1) any claim, dispute, or controversy you may have against us, Typical Friends, or the Site arising out of, relating to, or connected in any way with this Agreement or any NFTs purchased shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Consumer Rules and Procedures established by AAA (“Rules and Procedures”); (2) the claim or dispute must be brought within one (1) year of the first date of the event giving rise to such action (does not apply to New Jersey users) and the arbitration shall be held in Miami, Florida or at such other location as may be mutually agreed upon by you and Typical Friends, its officers, directors, representatives, or Affiliates; (3) the arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or Typical Friends’ individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated (this does not apply to New Jersey users); (5) both parties will bear their own costs of representation and filing for the dispute; (6) where possible and allowed for under the AAA Rules and Procedures both parties shall be entitled to appear electronically or telephonically for all proceedings; and (7) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the remainder of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Typical Friends shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that any portion of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in or near Miami, Florida.

Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Site, to any Services sold or distributed through the Site or to any aspect of your relationship with Typical Friends or your NFT will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Authority of Arbitrator

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and your Typical Friends NFT. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. And you agree that to the extent monetary or non-monetary remedy or relief is granted, such request for relief may be enforced as needed by any court of competent jurisdiction.

Waiver of Jury Trial

YOU AND TYPICAL FRIENDS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Typical Friends are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated in this Section 19. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of California. All other claims shall be arbitrated.

Survival of the Arbitration clause

This Arbitration Agreement will survive the termination of your relationship with Typical Friends and/or its licensors and Affiliates.

Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Typical Friends are deemed to conflict with each other’s operation, you agree that Typical Friends shall have the sole right to elect which provision remains in force.

Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

No Joint Venture

This Agreement shall not be deemed to create or be construed as creating, a joint venture, partnership, employment, or agency relationship between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing in these Terms will be deemed to create ant third-party beneficiary right upon any third party whatsoever.

Survival

All provisions of this Agreement which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You agree that we are not required to provide you with access to our Site and may terminate our Site or your access to the Site at any time and for any reason.

Age

All users who access the Site or buy Typical Friends NFTs must be 18 years of age or older.

Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site. Amended Terms & Conditions will apply to the use of this Site from the date of publication of the amended Terms & Conditions of this Site.

Entire Agreement

These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site Content and any commercial or non-commercial use of the NFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

Force Majeure

Typical Friends and/or its licensors and Affiliates shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum, Polygon, AVAX, Binance Smart chain and Ethereum Virtual Machine or Typical Friends and/or its licensors and Affiliates Server Client Request System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Typical Friends to provide the Platform, it being understood that Typical Friends shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Extinct Labs operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

Miscellaneous

These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
Failure to promptly enforce a provision of these Terms or any rights related to Typical Friends NFTs or its art will not be construed as a waiver of such provision or rights.
The headings to sections of these Terms are for convenience or reference only and do not form part of these Terms and will not in any way affect its interpretation.
Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
The Service is operated by Typical Friends and/or its licensors and Affiliates in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Typical Friends agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms

BY INTERACTING WITH OUR SITE, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, DO NOT USE THE PLATFORM.

Terms