ENDSTATE

1.Meaning of words used in this agreement

authentic – with respect to a digital asset, that the digital asset is a genuine example, rather than a copy or forgery, of a work from a particular origin or source, if the work is described as being of that origin or source.
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blockchain – a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger.
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Endstate group company or Ghostwarp – Endstate.

‍digital asset – the digital work which the NFT identifies, including all associated metadata, and with which the NFT is associated.
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digital wallet – a custodial or hosted software-based device, program, service, or hardware, that allows the owner to receive, store and transfer digital assets, including but not limited to, cryptocurrencies and NFTs, on a blockchain.
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digital wallet address – a unique alphanumeric string of characters that is associated with and represents the on-chain address for a digital wallet.
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mint – to generate an NFT for a digital asset on a blockchain.
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NFT (or non-fungible token) – a unique digital certificate that identifies (including through a pointer to, or hash of, the digital asset(s)) and is associated with one or more digital assets, which is held and transferred on a blockchain and provides the owner with certain rights to the digital asset(s).
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metadata – information included within the NFT that includes at least: the name of the digital asset; a description of the digital asset; and the location of where the digital asset is stored or a hash of the digital asset itself (such as a content identifier). owner – with respect to an NFT, the individual or entity that has the private key to the digital wallet that controls the ability to store or transfer the NFT.

‍2. Terms of UseA. Requirements to Use, and Legal Disclaimers:

(1)  No Legal Representations.  No recipients of content from the Site, clients or otherwise, should act or refrain from acting on the basis of any content included in the Site without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from an appropriately licensed attorney. The content of the Site contains general information and may not reflect current legal developments, verdicts, or settlements. We expressly disclaim all liability in respect to actions taken or not taken based on any or all the contents of the Site.

(2)  Sensitive Communications. Any information sent to ENDSTATE via Internet e-mail or through the Site is not secure and is done so on a non-confidential basis. ENDSTATE assumes no responsibility for the loss of confidentiality for any information you transmit through the Internet.

(3)  ENDSTATE NFTs are minted on the Solana blockchain. The Solana blockchain is still in beta. As assets based on Solana’s software, any malfunction, breakdown, and abandonment of the Solana protocol may have material adverse consequences for the User and User’s assets.

(4)  We may use third party partners for selling our NFTs and do not make any representations around the availability or performance of their sites.

(5)  NFTs may be minted on a public blockchain, we do not make any representations around the availability or performance of the blockchains, nor the third-party tools that are used to access the blockchain, and assets that exist on the blockchain. We are not responsible for the custody of the digital assets in your wallet once you’ve purchased them from ENDSTATE or a third-party partner.

(6)  ENDSTATE is the only authorized party where Users can redeem NFTs for a physical pair of sneakers.

(7)  Digital Wallet Requirements. In order to purchase an NFT, you must have a digital wallet with a provider that we agree is compatible with our requirements.  If you do not have such a digital wallet, we may refuse to register any bid you may place or order you may place, and may disable your participation in the sale or offering of any product.
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Connectivity and Technical Issues. Broadband or other internet capacity constraints, corporate firewalls and other technical problems beyond our reasonable control may create difficulties for some users including (but not limited to) accessing sales and maintaining continuity of such access. ENDSTATE is not responsible to you or any other party for errors or failures to connect to any content placed on the internet or on your mobile device, including, without limitation, errors or failures caused by: (i) any loss of connection on your end or by ENDSTATE, to the online-only sale or any breakdown in the online ordering software; and/or (iii) a breakdown or problems with any internet connection, computer, mobile device, or system. We are not liable for inability by any party to connect with or otherwise gain access the authorized ENDSTATE website. Further, in the event there are any variation in either the quality or resolution of digital assets or any representations of the digital assets, ENDSTATE will have no liability.

(8)  ENDSTATE retains the right to reject any order.

B. LIMITATION OF LIABILITY:

(1)  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL THE SELLER BE LIABLE FOR
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(a)  ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION);
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(b)  ANY DAMAGES ARISING FROM FAILURE TO TRANSFER A PURCHASE TO BUYER OR FOR ANY RISK OF FAILURE TO COMPLETE A SALE OR TRANSACTION DUE TO SELLER OR BUYER ERROR SUCH AS FORGOTTEN PASSWORDS, MISTYPED ADDRESSES OR INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECTLY PROGRAMMED NFTS, MINING ATTACKS, CYBERSECURITY ATTACKS, WEAKNESSES IN ENDSTATE’S SECURITY, BLOCKCHAIN MALFUNCTIONS OR OTHER TECHNICAL ERRORS, TELECOMMUNICATIONS FAILURE, UNFAVORABLE REGULATORY DETERMINATIONS OR ACTIONS IN ONE OR MORE JURISDICTIONS (INCLUDING WITH RESPECT TO NFTS OR CRYPTOCURRENCIES), TAXATION OF NFTS OR CRYPTOCURRENCIES, PERSONAL INFORMATION DISCLOSURE, UNINSURED LOSSES, UNANTICIPATED RISKS, VOLATILITY RISKS, SERVER FAILURE OR DATA LOSS, CORRUPTED OR OTHERWISE INACCESSIBLE DIGITAL WALLETS, UNAUTHORIZED ACCESS TO APPLICATIONS, INABILITY TO ACCESS OR TRANSFER THE NFT, INABILITY TO ACCESS OR DISPLAY THE DIGITAL ASSET, RISKS ARISING FROM THIRD-PARTY PROVIDERS, INCLUDING THIRD-PARTY PROVIDERS THAT MAY MINT THE NFT AND/OR STORE THE NFT OR THE DIGITAL ASSET; AND
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(c)  ANY DAMAGES ARISING FROM ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE INTRODUCTION OF VIRUSES OR OTHER MALICIOUS CODE, THE USE OF PHISHING, SYBIL ATTACKS, 51% ATTACKS, BRUTEFORCING, CHANGES TO THE PROTOCOL RULES OF THE BLOCKCHAIN (I.E., “FORKS”), OR OTHER MEANS OF ATTACK THAT AFFECT, IN ANY WAY, THE NFT OR DIGITAL ASSET; IN EACH CASE OF (I) – (III) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF LOTS, NFTS OR DIGITAL ASSETS OR OTHERWISE RELATED TO THESE CONDITIONS OF SALE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). THIS DOES NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF SELLER. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO:
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i.ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR OTHER INTANGIBLE LOSS;
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ii.ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (A) THE USE OF OR INABILITY TO USE THE SITE; (B) PERSONAL INJURY, INCLUDING DEATH OR SICKNESS CAUSED BY YOUR ACCESS TO, USE OR MISUSE OF THE SITE; (C) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY LINK, THIRD PARTY LINK, ADVERTISING, SPONSORSHIP, OFFER OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, MANUFACTURER, RETAILER, MERCHANT, PARTNER, LICENSOR, DISTRIBUTOR, FULFILLMENT CENTER, SUPPLIER, SPONSOR OR ANY OTHER THIRD-PARTY WHOSE SERVICE, PRODUCT, ADVERTISING OR SPONSORSHIP APPEARS ON OR THROUGH THE SITE; (D) ANY CHANGES WHICH ENDSTATE MAY MAKE TO THE SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITE (OR ANY FEATURES WITHIN THE SITE); (E) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT, DATA, INFORMATION AND/OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE; (F) YOUR FAILURE TO PROVIDE ENDSTATE WITH ACCURATE INFORMATION, OR (G) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

iii.THE LIMITATIONS ON THE COVERED PARTIES’ LIABILITY TO YOU SHALL APPLY WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COVERED PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIMS ARISING IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOUR REMEDIES UNDER THE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THE TERMS.
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iv.WITHOUT LIMITATION IN THE EVENT OF ANY PROBLEM WITH THE SITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE ACCESSED, USED AND/OR PURCHASED ON OR THROUGH THE SITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER, MERCHANT, RETAILER, LICENSOR, FULFILLER OR SUPPLIER OF SUCH SERVICES OR PRODUCTS, IN ACCORDANCE WITH SUCH PARTY'S WARRANTY, IN ACCORDANCE WITH SUCH PARTY’S RETURNS AND REFUNDS POLICIES.
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v.NOTHING IN THE TERMS SHALL EXCLUDE OR LIMIT ENDSTATE’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS SECTION SURVIVES TERMINATION OF THE TERMS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY OF COVERED PARTIES RELATED TO YOUR USE OF THE SITE, INCLUDING ITS CONTENT, BE GREATER THAN $50.

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(2)  OTHER RISKS OF NFT.  WE DO NOT GIVE YOU ANY WARRANTY IN RELATION TO AND WE WILL NOT BE LIABLE TO YOU:

(a)  FOR ANY MISTAKES OR MISSING INFORMATION IN THE DESCRIPTION OF ANY DIGITAL ASSET, PROVIDED WE USE OUR REASONABLE ENDEAVOURS TO CATALOGUE EACH PHYSICAL OR DIGITAL ASSET PROPERLY.

(b)  WE HAVE NO OBLIGATION OR LIABILITY TO YOU FOR KEEPING, STORING, OR HELPING YOU RECOVER ANY NFT. THE SALE OF FRAUDULENTLY OBTAINED NFTS, NFTS TAKEN WITHOUT AUTHORIZATION, AND OTHER ILLEGALLY OBTAINED NFTS ON THE PROPERTIES ISPROHIBITED.


(3)  EXCLUSION OF WARRANTIES. YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR OWN RISK. WHEN ACCESSING OR USING THE SITE, CONTENT WILL BE TRANSMITTED OVER A MEDIUM THAT MAY BE BEYOND THE CONTROL AND JURISDICTION OF ENDSTATE. ACCORDINGLY, ENDSTATE ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY CONTENT TRANSMITTED IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE. THE SITE, INCLUDING THE INFORMATION PROVIDED THROUGH THIS SITE, IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENDSTATE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. ENDSTATE TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE COVERED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE FOLLOWING:

(a)  THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE SERVICES, LINKS, THIRD-PARTY LINKS, PRODUCTS, SERVICES, CONTENT OR COMMUNICATIONS PROVIDED ON OR THROUGH THE SITE (AND MAKE NO COMMITMENT NOR ASSUME ANY DUTY TO UPDATE SUCH SERVICES OR ANY SUCH LINKS, PRODUCTS, SERVICES, CONTENT OR COMMUNICATIONS);

(b)  YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; AND

(c)  ANY CONTENT OBTAINED BY YOU AS A RESULT OF YOUR ACCESS TO OR USE OF THE SITE WILL BE ACCURATE OR RELIABLE. WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THE SITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ENDSTATE EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, INCLUDING, BUT NOT LIMITED TO, CLAIMS THAT ARE DUE TO PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.

(d)  THIS SECTION SURVIVES TERMINATION OF THE TERMS.

(e)  ENDSTATE TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT THAT YOU OR ANY OTHER USER OR THIRD PARTY POSTS OR TRANSMITS USING OUR SITE. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE. SOME ENDSTATE USERS MAY HAVE IMPLICIT, EXPLICIT OR SUGGESTIVE NAMES WHICH ARE INAPPROPRIATE FOR CHILDREN.

(f)  Some jurisdictions do not allow the exclusion of certain warranties, disclaimer of implied terms, or limitations or exclusions of liability for incidental or consequential damages in contracts with consumers. As a result, some or all of the exclusions of warranties, disclaimers, and limitations or exclusions of liability in this section may not apply to certain purchasers.

(g)  Your purchase of the product does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in and to) the digital asset underlying the NFT other than the right to use, copy, and display the digital asset for your own personal, non-commercial use or in connection with a proposed sale or transfer of the NFT. Among the other things, you do not have the right to distribute, or otherwise commercialize the digital asset, or to represent or imply any sort of sponsorship, endorsement, affiliation, or other relationship with the seller and/or the creator of the digital asset without the prior authorization of the seller or the party(ies) that holds such rights.

(4)  PAYMENT, MINTING, RESALE AND KNOWLEDGE OF NFT’s
 
(a)  Other matters regarding Payment. When you make purchases of any Products or NFTs, you must provide and maintain valid payment information in connection with your account and you agree that you are fully authorized to use whatever payment method you have provided and agree that we are permitted to charge your payment method for the total amount of your purchase price. We are permitted to seek any additional information or documents are requested to authenticate and authorize any transactions.

(b)  You accept that in instances where ENDSTATE does not mint NFTs. They are in fact minted by third parties unaffiliated with ENDSTATE, using open-source software. ENDSTATE is not responsible for determining whether there are any ongoing NFT payments, including any automated fees, commissions, or royalties, in the NFT smart contract, which may be due by you to any third party upon a subsequent transfer by you to a third party, or any subsequent purchasers of the NFT going forward.
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(c)  You acknowledge that you understand NFTs, digital assets, and related technology sufficiently to understand these terms.

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(d)  RESALE of NFTs. GHOSTWARP retains a royalty interest on all future and secondary sales of this NFT (the “Resale Royalty”). The Resale Royalty is incorporated into a Smart Contract for this NFT. This Resale Royalty shall be due and payable to GHOSTWARP for any subsequent sale of the NFT, regardless of whether the NFT is sold through an alternative platform or marketplace, or is sold in any manner in which smart contract’s Resale Royalty is not automatically executed pursuant to the smart contact. By purchasing this NFT, the buyer, and any future buyer(s) or owner(s) of this NFT are also agreeing to the conditions of this Resale Royalty, and shall promptly disburse such Resale Royalty to GHOSTWARP in the event of such future sale.
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C. Proprietary Rights.

(1)  Our Intellectual Property Rights. The materials on the ENDSTATE Site, including without limitation, any and all digital assets, text, software, scripts, graphics, designs, databases, images, photos and the like and the trademarks, copyrights, service marks and logos, and patented inventions and proprietary materials contained therein, are owned by, or licensed to ENDSTATE, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions, or used by permission.
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(2)  The NFTs are subject to copyright and other intellectual property protections, which rights are and shall remain owned by the owner or third-party/Licensor of the content of the NFT.
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(3)  Use of the ENDSTATE Site. You are hereby granted a nonexclusive, nontransferable, limited license to view and use information from the Site (i) solely for your personal use, or informational purposes, or as a reference for your business, provided you comply with the restrictions in this paragraph and these Terms of Use and the ENDSTATE Privacy Statement, Cookie Policy and Terms and Conditions, (ii) provided that you do not modify or alter the content in any way, and (iii) provided that you do not delete or change any copyright or trademark notice. Except as expressly provided herein, no part of the Site, including but not limited to materials retrieved and the underlying code, may be reproduced, republished, copied, transmitted, or distributed in any form or by any means. In addition, you may only use the Site if you agree not to take any action that might: interfere with its proper working; impose an unreasonable or disproportionately large load on its infrastructure; compromise its security; render its features inaccessible to others; cause other damage to the Site or any content; or launch any automated system, including without limitation, any “robot,” “spider,” or “offline reader” that sends more requests to their server(s) in a given period of time than a human can reasonably generate using a conventional web browser.  Use, duplication, or disclosure by or for the United States Government is subject to the restrictions set forth in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19.
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(4)  Linking to the Site. You may hyperlink to the ENDSTATE Site, but you may not frame or mirror the ENDSTATE Site or use any metatags or any other “hidden text” using ENDSTATE’s name, copyrighted materials, or trademarks, unless using an approved authorized form of link supplied or expressly authorized by ENDSTATE. You must remove any hyperlink to the ENDSTATE Site upon ENDSTATE’s request.
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(5)  Trademarks.  ENDSTATE and other ENDSTATE logos, slogans, copyrights, service marks and trademarks are trademarks of ENDSTATE (the “ENDSTATE Marks”). You agree not to display or use the ENDSTATE Marks in any manner, other than as provided by these terms and conditions, or otherwise without ENDSTATE’s prior written permission.

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(6)  Credits and Copyright Notice.  The Site was created by ENDSTATE. The entire Site is copyright protected by ENDSTATE or its parents and affiliates. All rights are reserved. In addition, certain parts of the Site may also be protected by copyrights belonging to other parties.

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(7)  Patents.  ENDSTATE is the owner of multiple inventions and other subject matter to which rights have been reserved in the form of patent disclosures which have been filed or applications that are pending in the United States and other jurisdictions.
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D. Sign Up and Use Obligations.

(1)  Sign Up. The ENDSTATE Site allows you to enter certain information in order to use certain features of the Site, such as entering shoe size information or shipping address for receiving physical sneakers, connecting a third-party blockchain wallet, which will allow ENDSTATE to understand the NFT-related assets owned by said wallet, or create an account to save any of the information listed in this sentence (if applicable) (“Sign Up”), which may create an “Account”. When you Sign Up you may also be allowed to personalize your viewing of content on the Site and to receive certain correspondence from ENDSTATE. When you Sign Up, you agree to provide complete, accurate and up to date information about yourself.
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(2)  Any Buyer or Purchaser of an NFT represents that such buyer or purchaser is in lawful possession and ownership of a digital wallet and digital wallet address which are able to take ownership of an NFT from the seller, GHOSTWARP.
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(3)  Prohibitions. You agree that you will neither use the Site nor post any content that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights; (g) poses to have the right and authority to share and grant the necessary rights and licenses for ENDSTATE; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer, systems, network or data. ENDSTATE may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
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(4)  ENDSTATE does not want to receive confidential or sensitive information from you through or in connection with the Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential or sensitive information and shall be received and treated by ENDSTATE on a non-confidential and unrestricted basis and ENDSTATE shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in its Privacy Statement.
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(5)  Security, Passwords and Means of Accessing the Site and Content.You agree not to: (a) access or use the Site in any manner that could damage, disable, overburden, or impair any ENDSTATE accounts, computer systems or networks; (b) gain unauthorized access to any parts of the Site or any ENDSTATE accounts, computer systems or networks; (c) interfere or attempt to interfere with the proper working of the Site or any ENDSTATE accounts, computer systems or networks; or (d) use any robot, spider, scraper or other automated means to access the Site or any ENDSTATE accounts, computer systems or networks without ENDSTATE’s express written permission.
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(6)  If you open an account, you must complete the registration process by providing us with current, complete, and accurate information as required by the applicable registration form. You may also be required to choose a password and a username. Access to and use of password-protected or secure areas of the Site are restricted to authorized users only. You agree not to share your password(s), account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify ENDSTATE immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms of Use. ENDSTATE may access, refuse service, or cancel orders in respect of, place restrictions on, remove or edit content in, or terminate, your account if ENDSTATE suspects any information provided by you is untrue, inaccurate, incomplete, not current, misleading, or fraudulent.
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(7) No Unlawful or Prohibited Use. You agree not to use the Site, or Content provided on or through the Site, for any purpose that is unlawful or prohibited by these Terms of Use or the rules, guidelines or terms of use posted for a specific area of the Site or Content provided on or through the Site.
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(8) Monitoring. ENDSTATE has no obligation to monitor the site or screen content that is shared on or through the site. However, you consent that ENDSTATE reserves the right to review the Site and Content and to monitor all use of and activity on the Site, and to add, revise, update, remove or choose not to make available on or through the Site any Content in its sole discretion. ENDSTATE may remove Content that is confidential, sensitive, or proprietary to a third party without that third party's permission.
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(9) Availability of Products. Information on the Site may reference or cross-reference ENDSTATE Entities’ products, programs, or services that might not be available in your location. Such references do not imply that ENDSTATE plans to make such products, programs, or services available in your location.
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(10)  Termination. ENDSTATE reserves the right to change the ENDSTATE Site, including its contents, and to block or terminate access to or use of the ENDSTATE Site at any time for any reason and without notice.
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(11)  Third-Party Sites. Any links on the ENDSTATE Site to third party sites are provided solely as a convenience to you and are not intended to state or imply that ENDSTATE sponsors, or is affiliated or associated with, the linked sites. Your privacy and conditions of your use at those websites are governed by the privacy statement and terms of use of that website and not ENDSTATE’s policies and terms.
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(12)  Feedback. If you would like to submit comments, or submit any ideas regarding ENDSTATE, whether on the website, via email, social media, or the ENDSTATE Discord Server, you agree that we are free to use them without any restriction whatsoever, and understand that even if we choose to use comments, feedback, or ideas, we may do so and will not provide you with compensation of any type whatsoever. You also recognize that you have no expectation of exclusivity in any ideas, feedback, or comments we may use and further recognize it is possible that other third parties, or ENDSTATE, its employees, business partners or others, already have developed the same or similar comments or ideas or provides the same or similar feedback.
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E. Covered Parties, Other Disclaimers, Limitation of Liability, and Indemnity.

(1)  Covered Parties. “Covered Parties” means ENDSTATE (including affiliated and other related entities), its business partners and other entities participating in this Site and our publications, and its and their respective officers, directors, partners, principals, managers, members, counsel, employees, contractors, agents, successors, and assigns.
(2)Indemnity. By using the Site, you agree to promptly indemnify and hold the Covered Parties harmless from any claim, action, proceeding, investigation, or demand, including litigation costs and attorneys’ fees, of every kind and nature as incurred, made by any third-party due to or arising out of your access to or use of the Site, your connection to the Site, communications, or content you submit, your violation of the Terms, or your violation of any rights of another. This indemnity survives termination of the Terms.
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(3)  Authorization.  In accessing or using the Site, you affirm that you (i) are more than 13 years old, or possess legal parental or guardian consent, (ii) are fully able and competent to understand and enter into these Terms of Use and Privacy Statement, and (iii) agree to comply with these Terms of Use and Privacy Statement.  In any case, you acknowledge that this Site and information provided thereunder, including our publications, are not intended for children under the age of 13, and affirm that you are more than 13 years old.
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F. General.The Terms, including the Privacy Statement below, along with any other terms and policies posted on the ENDSTATE Site, constitute the entire agreement between you and ENDSTATE regarding your use of the ENDSTATE Site and supersedes any prior agreements between you and ENDSTATE regarding such use, other than any written agreement between you and an authorized representative of ENDSTATE. If ENDSTATE does not exercise or enforce any legal right or remedy which is contained in the Terms or any other legal right, this will not be taken to be a formal waiver of ENDSTATE’s rights and that those rights or remedies will still be available to ENDSTATE. ENDSTATE’s failure to enforce any provision on any occasion is not and should not be construed as a waiver of such provision. If you are using ENDSTATE on behalf of a company or other legal entity, you are nevertheless individually bound by the Terms even if your company has a separate agreement with us.
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G. NO Returns.Return Policy Exceptions.We proudly stand behind the quality of our products. However, in no event shall we consider requests for return or refund after 90 days from sale. We care deeply about our customers and value their loyalty and interest. However, owing in part to the nature of our products, the policies we have had to establish based upon return or refund are somewhat unique to GHOSTWARP.
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(a)  If we do accept a return, we would recommend you use a shipping service label to track your package and insure a safe return.
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(b)  There are no returns or exchanges for NFTs or physical pairs of ENDSTATE sneakers. If a pair of sneakers contains a physical defect, your sole remedy shall be to return the sneakers to ENDSTATE via certified mail, at which time ENDSTATE may, at its sole discretion, choose to replace the sneakers in question.
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H. Dispute Resolution – Arbitration, No Class Actions.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

(1)  You and ENDSTATE agree to be bound by the following procedure to resolve any and all disputes between us. This provision applies to all users of the Site and consumers to the fullest extent allowable by law. By accepting these terms, you and ENDSTATE expressly waive the right to a trial by jury or to participate in a class action. This agreement is intended to be interpreted broadly. The arbitrator, and not any local, state, or federal court, has the exclusive authority to resolve any and all disputes arising between us, including any dispute relating to the interpretation, scope, enforceability, or formation of this agreement to arbitrate, including but not limited to any claim that all or any part of this agreement to arbitrate is unenforceable. This Section covers any and all disputes between us (“Disputes”), including without limitation:
-claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
-claims that arose before this agreement or any prior agreement (including, but not limited to, claims relating to advertising);
-claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
-Claims that may arise after the termination of these Terms of Use.
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(2)  The only disputes that are not covered by this Section are the following:
-a claim to enforce or protect, or concerning the validity of, any of your or ENDSTATE’s (or any of ENDSTATE’s licensors’) intellectual property rights;
-a claim related to, or arising from, allegations of theft, piracy, or unauthorized use of intellectual property; and
-in addition, nothing in this Section shall prevent either party from initiating a small claims court action.
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(3)  References in this Section to "ENDSTATE," "you," and "us" include our respective subsidiaries, affiliates, corporate parents, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services under this or prior agreements between us. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate provision shall survive termination of these Terms of Use.
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(4)  Informal Negotiations/Notice of Dispute. You and ENDSTATE agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). Notices of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). ENDSTATE will send its Notice of Dispute to your billing address (if you provided it to us) or to the email address you provided to us. You will send your Notice of Dispute to:
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legalnotice@endstate.io

‍and by mail to:
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ENDSTATE
21 Sidley Road
Boston, Massachusetts 02132
Attention: Legal NOTICE
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(5) Binding Arbitration. If you and ENDSTATE are unable to resolve a Dispute through informal negotiations within 30 days after receipt of the Notice of Dispute, either you or ENDSTATE may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT BY THIS PROVISION, YOU AND ENDSTATE ARE FOREGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be administered by the American Arbitration Association ("AAA”) under its Commercial Arbitration Rules and, where appropriate, its Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, or if you send ENDSTATE a notice to the Notice of Dispute address above indicating that you are unable to pay the fees required to initiate an arbitration, then ENDSTATE will promptly pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and ENDSTATE may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
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(6) Restrictions. You and ENDSTATE agree that any arbitration shall be limited to the Dispute between ENDSTATE and you individually, regardless of whether the relief sought is monetary or injunctive relief, and any relief awarded in arbitration shall be applicable only to you in your individual capacity. To the full extent permitted by law, (i) no arbitration shall be joined with any other; (ii) no Dispute shall be arbitrated on a class basis or utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or on behalf of any person other than yourself. YOU AND ENDSTATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and an authorized representative of ENDSTATE agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.
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(7)  Location. If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in the County of Suffolk, Commonwealth of Massachusetts, United States of America, and you and ENDSTATE agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
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(8)  Recovery and Attorneys’ Fees. If the arbitrator rules in your favor on the merits of any claim you bring against ENDSTATE and issues you an award that is greater in monetary value than ENDSTATE's last written settlement offer made before written submissions are made to the arbitrator, then ENDSTATE will:
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-Pay you 150% of your arbitration award, up to $5,000 over and above your arbitration award; and
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-Reimburse all of the filing, administration, and arbitrator fees that you paid to the AAA. Each party will be responsible for its own attorneys’ fees and related expenses (including expert witness fees and costs), but the arbitrator will have authority to award attorneys’ fees and expenses if such an award is available under applicable law.
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(9)  Limitation on Arbitrator’s Authority. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
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(10)  Changes to This Provision.  ENDSTATE will not enforce material changes to this agreement to arbitrate against account holders absent express agreement to the changed terms.
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(11)  Governing Law and Jurisdiction. Notwithstanding anything else, the Terms and your relationship with ENDSTATE hereunder, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and ENDSTATE agree to submit to the exclusive jurisdiction of the courts located within the Commonwealth of Massachusetts to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ENDSTATE shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You understand, acknowledge, and agree that a printed version of the Terms will be admissible in judicial and administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
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(12) Severability. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of the Terms will remain fully in force.
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(13) Remedies. All remedies set forth in the Terms are cumulative and in addition to and not in lieu of any other remedy of ENDSTATE at law or in equity.

(14) Survival. The Terms and conditions providing for any activity following the termination or expiration of the Terms, any warranties, disclaimers, remedies and any indemnification obligations, and any other provision which, by its terms is intended to survive the termination of the Terms, shall survive the termination or expiration of the Terms.
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(15)  Entire Agreement. The Terms contain, and are intended as, a complete statement of the arrangements between you and ENDSTATE with respect to its subject matter and supersedes all prior agreements, whether written or oral, between the user and ENDSTATE, with respect to those matters. Any User of the Site may be subject to additional terms and services that may apply through the use of any future affiliate services or third-party sites.
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(16)  Assignment. ENDSTATE reserves the right to transfer, assign, sublicense, or pledge this or any part of the Terms, the Site or its rights and associated goodwill attached thereto and obligations under the Terms, as necessary, without notice and without your consent. The Terms, the Site, and any remaining portions, shall inure to the benefit of ENDSTATE and its successors and assigns. You may not assign any portion of the Terms. ENDSTATE may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Site.
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I. Notification of Copyright Infringement

(1)  DMCA. We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).
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(2)  Take-Down Notice. If you believe that your work has been infringed in connection with the Site, please provide written notification via regular mail or via fax (not via email or phone) to our Copyright Agent (contact information below) that contains all of the following elements:
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(a)  A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
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(b)  A description of the copyrighted work(s) infringed;

(c)  A description of where the content that you claim is infringing is located on the Site;
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(d)  Information sufficient to permit us to contact you, such as your physical address, telephone number, and email address;
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(e)  A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
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(f)  A statement by you that the information in your notice is accurate and, under penalty of perjury that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
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(3)  Before you file the notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the “fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney.
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(4)  Counter-Notice. If you believe we disabled or removed access to your content as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via email or phone) to our Copyright Agent (contact information below), which must contain all of the following elements:
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(a)  A physical or electronic signature of the subscriber;

(b)  Identification of the content that was removed from the Site and the location of the Site on which the content appeared before it was removed;

(c)  A statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content to be removed or disabled;
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(d)  Information sufficient to permit us to contact you, such as your physical address, telephone number, and email address; and
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(e)  A statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of Suffolk County, Massachusetts if you reside outside of the United Sates) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of the person.
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(5)  Before you file a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as you could be liable for costs and attorneys’ fees in the event that a court determines your counter-notification misrepresented that the content was removed by mistake. If you are unsure whether use of the content at issue constitutes infringement, please contact an attorney.
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(6) Copyright Agent. Our Copyright Agent for notice of claims of copyright infringement can be reached as follows:
By mail:
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Copyright Agent
Rothwell Figg
The Holyoke-Manhattan Building
80 South Highland Avenue
Ossining, Westchester County, New York 10562 USA
Attn: Jess M. Collen, Esq.
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By fax:
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(914) 941-6091
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By telephone:
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(914) 941-5668
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(7)  The Copyright Agent will not remove content from the Site in response to telephone or email notifications regarding allegedly infringing content, since a valid DMCA Notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit the notifications by fax or ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that the infringement is occurring on the Site. All other inquiries directed to the Copyright Agent will not be responded to.
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J. How to Contact Us

(1)  If you have any questions or comments about these Terms of Use or you need to notify us, please write to:
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GHOSTWARP CO.
c/o ROTHWELL FIGG
Attn.: Mr. Jess M. Collen
The Holyoke-Manhattan Building
80 South Highland Avenue
Ossining, New York 10562 USA
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(2)  If you have any questions about the Terms, including the Privacy Statement, the practices of the Site, or your dealings with the Site, please contact us via e-mail at:
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legal@endstate.io
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Or by mail at:
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GHOSTWARP CO.
c/o ROTHWELL FIGG
Attn.: Mr. Jess M. Collen
The Holyoke-Manhattan Building
80 South Highland Avenue
Ossining, New York 10562 USA