Last modified: January 23, 2023
1. Changes to this Agreement. Except with respect to Section 16.4 (Mandatory Arbitration), Barter Yard Club reserves the right, in its sole discretion, to change, modify, replace, add to, supplement or delete any terms and conditions of this Agreement at any time; provided, however, that Barter Yard Club will use reasonable efforts to provide you with notification of any material changes (as determined in Barter Yard Club’s sole discretion) by email, postal mail, website posting, pop-up screen, or in-Service notice. You should visit this page whenever you use the Service to review this Agreement and learn if any terms have changed. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.
2. The Service.
2.1. The Service primarily consist of (iii) a functionality that enables Service users to effectuate direct user-to-user NFT (and other Digital Asset) swaps on a public blockchain such as the Flow blockchain or such other blockchain we may support from time to time. « Digital Assets » means any cryptocurrency, crypto asset, blockchain-based token, or other digital asset supported by the Service, but does not include a derivative of a virtual currency or a security.
2.2. Subject to your compliance with this Agreement, Barter Yard Club grants to you a non-exclusive, non-transferable, revocable, limited license to use the Service and Insights for your internal, non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Insights except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement.
2.3. Barter Yard Club may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Barter Yard Club may also impose limits on certain features restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability.
2.4. Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement may constitute an infringement of Barter Yard Club’s proprietary rights in and to the Service and Insights (as applicable). Barter Yard Club reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Barter Yard Club’s discretion.
3. NFT and Digital Asset Swaps.
3.1. Barter Yard Club aggregates NFT marketplaces to help Service users discover NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. We are not party to any agreement between any Service users.
3.2. To use certain aspects of our Service, you must use a third-party wallet supported by or compatible with the Service which allows you to engage in transactions on blockchains. You cannot create a wallet using the Service. Wallets are not maintained by, operated by, or affiliated with Barter Yard Club. Barter Yard Club has no control over the contents of your wallet and does not accept any responsibility for, or liability to you, in connection with your usage of a wallet in connection with the Service. You, as the Service user and owner of the wallet, are solely responsible for keeping your wallet secure. You should never share credentials or seed phrases of your wallet with anyone and Barter Yard Club will never ask for this information under any circumstances. Any issues noted with your wallet, should be directed to and discussed with your wallet provider.
3.3. You may effectuate purchases, transfers, or sales of NFTs to other Service users within the Service in exchange for other NFTs, Digital Assets, or a combination thereof. By the nature of the blockchain, such transactions cannot be reversed. You represent and warrant that you are authorized to use the wallet and the payment method provided to the Third-Party Sites (as defined below) in connection with such transactions.
3.4. The blockchain is a public record, the transaction records associated with any transactions you make using the Service will be publicly available on the blockchain and should be considered as part of the Public Areas. This includes any transactions you effectuate with another user through the Service. In particular, crypto balances linked to your public wallet address and the NFTs owned or sold by you and linked to your public wallet address, including through the Service, will be publicly visible, including to other Service users.
3.5. You are solely responsible for paying any and all sales, use, value-added and other taxes or duties imposed by any governmental authority associated with your use of the Service, including, without limitation, any taxes that may become payable as the result of your ownership or transfer of any NFT or Digital Assets.
5. Ownership of Intellectual Property.
5.1. Unless otherwise specified in writing, all Insights and other materials that are part of the Service are owned, controlled, or licensed by Barter Yard Club and its licensors and are protected by law from unauthorized use. Barter Yard Club, and the Barter Yard Club logos, are trademarks of Barter Yard Club and may not be used without the express written permission of Barter Yard Club.
5.2. You hereby grant to Barter Yard Club a limited, non-exclusive, worldwide, perpetual, irrevocable, royal-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails, and other submissions disclosed or submitted to Barter Yard Club in connection with your use of the Service (collectively, “Submissions”) in any manner Barter Yard Club may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the submitter.
You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. Nobody but you may use your password or your account and you are responsible for all actions taken by individuals who use the Service through your password or account in contravention of the foregoing. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Barter Yard Club of any need to deactivate a password. You grant Barter Yard Club and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.
7. Usage Rules.
7.1. As a condition of your use of and access to the Service, you agree to comply with any specific rules published within the Service as well as the following usage rules, which Barter Yard Club may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not:
7.2. You may not use, export, import, or transfer the Service or any part thereof except as authorized by French law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws.
8. No Endorsement.
In creating the Insights, Barter Yard Club may rely on third-party sources that Barter Yard Club has not vetted. Your reliance on the Service or the Insights is at your own risk. Barter Yard Club does not endorse or warranty any, product, service, opinion, or other information that may be referenced on or through the Service.
9. Assumption of Risk.
9.1. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including other Service users. You assume all risks associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among you and other Service users of the Service and will not involve us in such disputes. Use caution and common sense when using the Service, and dealing with other Service users. YOU ACKNOWLEDGE AND AGREE THAT THE Barter Yard Club ENTITIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Barter Yard Club ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER SERVICE USERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
9.2. You assume all risks when using the Service, including but not limited to all risks associated with any online or offline interactions with others, including while swapping NFTs with other Service users.
9.3. The prices of collectible blockchain assets, including NFTs, are extremely volatile and subjective, and collectible blockchain assets have no intrinsic value. The value of collectible blockchain assets is determined by market participants’ willingness to exchange consideration for such assets, which could potentially lead to a total loss of value of a particular NFT should there be no market for that NFT. In addition, the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may adversely affect the Service and the utility or value of your NFTs. YOU ACKNOWLEDGE AND ACCEPT THESE RISKS.
9.4. Barter Yard Club IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN. Barter Yard Club IS A NON-CUSTODIAL PLATFORM. Barter Yard Club CANNOT INITIATE A TRANSFER OF ANY OF YOUR CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. Barter Yard Club HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE SERVICE. WE DO NOT HOST OR MAINTAIN THE THIRD-PARTY SITES ACCESSIBLE ON OUR SERVICE, DO NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH THIRD-PARTY SITES, AND DO NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON YOUR USE OF THESE THIRD-PARTY SITES.
10. Public Areas.
The Service may feature various community areas and other public forums (the « Public Areas ») where Service users can share information and post questions for Service users. The Public Areas include, without limitation, the Service’s functionality that enables users to effectuate direct user-to-user swaps with other users, which functionality includes the ability to chat directly with other users. Any information you put into the chat will be visible to the other user with whom you are chatting, should not be considered privacy, and, accordingly, should be understood as part of the Public Areas. These Public Areas are open to the public and should not be considered private. If you use the Public Areas you are solely responsible for your own Submissions, the consequences of posting your Submissions, and your reliance on any information in the Public Areas or other areas of the Service. If you feel threatened or believe that someone else is in danger, you should contact your local law enforcement agency immediately. The Barter Yard Club Parties (as defined herein) reserve the right, but shall not be obligated, to record any dialogue or exchanges in the Public Areas of the Service. The Barter Yard Club Parties shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas of the Service or any Submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results.
11. Disclaimers; Limitations; Waivers of Liability.
11.1. NEITHER Barter Yard Club NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (“Barter Yard Club PARTIES”) ARE PROVIDING YOU ANY INVESTMENT ADVICE THROUGH YOUR USE OF THE SERVICE. Barter Yard Club is not a wallet provider, exchange, broker, financial institution, or creditor, and by using the Insights you will not be an advisory client of, or otherwise have an advisory relationship with Barter Yard Club. Barter Yard Club does not endorse or recommend the purchase or sale of any NFTs. You are responsible for all aspects of your use of the Insights including any decisions about whether to buy or sell NFTs as a result of using the Insights. As a software provider, Barter Yard Club is not regulated by any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.
11.2. NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., FLOW BLOCKCHAIN). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., FLOW). THE BARTER YARD CLUB PARTIES CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
11.3. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND THE INSIGHTS IS AT YOUR SOLE RISK AND IS PROVIDED « AS IS, » “AS AVAILABLE,” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NONE OF THE BARTER YARD CLUB PARTIES WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
11.4. THE BARTER YARD CLUB PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT (INCLUDING WITHOUT LIMITATION RESULTS OBTAINED FROM THE SERVICE) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. BARTER YARD CLUB IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER’S OR TO ANY OTHER PERSON’S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING THE SERVICE.
11.5. THE BARTER YARD CLUB PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, LOSS OF OPPORTUNITIES, INVESTMENT LOSSES, OR BUSINESS INTERRUPTION, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE INSIGHTS OR THE SERVICE, WHETHER OR NOT THE Barter Yard Club PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.6. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
You forever release, discharge, and covenant not to sue the Barter Yard Club Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Barter Yard Club Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. You agree that the provisions in this Section 8 will survive any termination of your account(s), the Service, or this Agreement.
You agree to defend, indemnify and hold harmless the Barter Yard Club Parties from and against all liability, claims, actions and expenses, including attorneys’ fees and costs, arising out of your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this Section 13 will survive any termination of your account(s) the Service, or this Agreement.
14. Alleged Copyright Infringement. If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
Notices and counter-notices must meet the then-current statutory requirements imposed by French law notices and counter-notices with respect to the Service should be sent to:
Barter Yard Club, Inc.
6 rue charlot 75003 Paris France or [email protected]
15.1. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of France without regard to conflict of laws provisions regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in France and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in France.
15.2. You acknowledge that the rights granted and obligations made hereunder to Barter Yard Club are of a unique and irreplaceable nature, the loss of which will irreparably harm Barter Yard Club and which cannot be replaced by monetary damages alone, so that Barter Yard Club will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
15.3. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (« Dispute »), you and Barter Yard Club agree to first attempt to negotiate (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.
15.4. Mandatory Arbitration. If you and Barter Yard Club are unable to resolve a Dispute through informal negotiations within 30 days, either you or Barter Yard Club may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The decision of the arbitrator shall be final and non-appealable.
15.5. Notwithstanding the above, you and Barter Yard Club agree that arbitration will be limited to the Dispute between Barter Yard Club and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and © there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
15.6. You and Barter Yard Club agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Barter Yard Club’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and © any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm or enter judgment on the award entered by the arbitrator.
16.1. The failure of Barter Yard Club to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Barter Yard Club’s right to assert or rely upon any such provision or right in that or any other instance.
16.2. You and Barter Yard Club agree that if any portion of this Agreement, except any portion of Section
16.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 17.4 is found to be illegal or unenforceable then neither you nor Barter Yard Club will elect to arbitrate any Dispute falling within that portion of Section 16.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within France, and you and Barter Yard Club agree to submit to the personal jurisdiction of that court.
17. Term and Termination.
This Agreement will remain in effect as long as you remain in compliance with the terms hereof The rights granted to you under this Agreement will terminate immediately and automatically without notice from Barter Yard Club if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Barter Yard Club’s sole discretion. Following the termination of this Agreement, or the Service, Barter Yard Club shall retain all rights to the Submissions pursuant to this Agreement.
Barter Yard Club makes no representation that the Service is appropriate, lawful or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Barter Yard Club to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. Barter Yard Club may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without Barter Yard Club’s prior written consent. This Agreement contains the entire understanding between you and Barter Yard Club, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. Upon Barter Yard Club’s request, you will furnish Barter Yard Club with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Barter Yard Club by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
19. Statute of Limitations.
You and Barter Yard Club both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose (or, if longer, within the shortest period of time for such claim which the parties are permitted to establish by agreement under applicable law) or the claim will be forever barred.
If you have any questions about this Agreement, its terms, your account or your rights hereunder, contact: [email protected]