Welcome to ALT!
Alt Platform, Inc. (“ALT,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.alt.xyz (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality, or technology, the “ALT Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you, either through the ALT Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the ALT Platform or changes made for legal reasons will be effective immediately. Your continued use of the ALT Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ALT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your use of the ALT Platform, or certain services that are offered through the ALT Platform, may be subject to certain eligibility requirements. In addition, some services offered through the ALT Platform may be subject to additional terms, conditions, agreements, policies, guidelines, rules, or schedules, which are posted on our website or made available separately from these Terms of Service (“Additional Terms”). Additional Terms are incorporated into and form a part of these Terms of Service. If there is a conflict between these Terms of Service and Additional Terms, the Additional Terms will control. Any violation of Additional Terms will constitute a violation of these Terms of Service.
Access and Use of the ALT Platform
ALT Platform: The ALT Platform is designed to enable registered users (“Users”) to store, buy, list, sell, share, and otherwise manage their alternative assets (“Assets”) and to communicate and transact directly with other Users about Assets.
Scope of ALT Services: As the provider of the ALT Platform, ALT does not own, create, sell, resell, provide, manage, offer, or supply any Assets, except for certain Assets that ALT itself owns, sells, resells, provides, manages, offers, or supplies to the ALT Platform (“ALT’s Assets”). For clarity, ALT’s Assets are not Assets under these Terms of Service, but if you purchase an ALT’s Asset from ALT, the ALT’s Asset becomes your Asset. When Users buy or sell Assets on the ALT Platform, they are entering into a contract directly with each other. You should always exercise due diligence and care when deciding whether to purchase, sell, or share an Asset. ALT is not and does not become a party to or other participant in any contractual relationship between Users for Assets. ALT is not acting as an agent in any capacity for any Users, nor is ALT responsible for the actions or omissions of any Users, or your interactions with other users through the ALT Platform. ALT will have no liability or responsibility with respect to Assets.
Vault Services: ALT will intake, store, secure, outtake and ship Assets that Users deliver to ALT or purchase on the ALT Platform for a fee as set forth in our onboarding flow, and at https://support.alt.xyz/hc/en-us (“Vault Services”). All Users must ship their Assets to the Vault Services in compliance with the ALT Shipping Guidelines set forth at https://support.alt.xyz/hc/en-us/categories/4402833422231-Vault. The date that any Asset is stored in ALT’s vault is the “Intake Date” and the date that any Asset is physically redeemed from ALT’s vault, at the direction of a Customer or its agent in writing, is the “Outtake Date.”
ALT will verify the authenticity of your Asset promptly on or around the Intake Date by comparing your Asset’s serial number with the Third-Party Authentication (defined below) specified by you when creating a Listing. In addition, ALT will take an image of your Asset on the Intake Date (“Asset Image”). If your Asset is found to be inauthentic or not as described, we’ll notify you during our verification process and, if you dispute the authenticity of the Asset, we may hold the Asset in our vault and attempt to resolve the dispute in our discretion, or at your election, we may send your Asset back to you pursuant to the Fee Policy. All Assets subject to an authenticity dispute will be held in our vaults for a maximum of 6 months before the Asset is sent back to you pursuant to the Fee Policy.
ALT agrees to use industry standard measures to ensure the physical integrity and security of all Assets against theft, destruction, and the unauthorized introduction of harmful or dangerous materials. Such measures may include, but are not limited to, physical or electronically enabled security of ALT’s vault and restrictions on access of unauthorized personnel. ALT agrees to maintain an insurance policy covering ALT’s vault with a coverage amount sufficient to cover the User’s currently vaulted Assets up to the aggregated market value of each Asset.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an ALT account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify ALT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the ALT Platform. ALT will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to ALT Platform: ALT reserves the right to modify or discontinue, temporarily or permanently, the ALT Platform (or any part thereof) with or without notice. You agree that ALT will not be liable to you or to any third party for any modification, suspension, or discontinuance of the ALT Platform.
General Practices Regarding Use and Storage: You acknowledge that ALT may establish general practices and limits concerning use of the ALT Platform, including the Vault Services, including without limitation the maximum period of time that Assets will be retained by the ALT Platform in its vaults and the maximum storage space for data or other content that will be allotted on ALT servers on your behalf. You agree that ALT has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the ALT Platform on its servers. You acknowledge that ALT reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that ALT reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Third-Party Providers: Products and services may be provided by us to you directly or by third parties, including links or other access to other sites and resources on the Internet. By authorizing us to perform an action, or process a transaction, you acknowledge and authorize us and our service provider to perform such activity or transaction. If you enter into a transaction with a third-party provider, you are
contracting directly with that third party and not with us. We do not guarantee or ensure the availability or terms of any product or service offered by a third-party provider. We are not responsible in any way for any product or service you obtain from a third-party provider. We do not personally endorse any third-party provider, and we make no guarantee that any information provided through our services or the ALT Platform by any third party is accurate or complete. We have no control over the conduct of, or over any pricing or other information provided by, a third party (including their compliance with applicable law), and we disclaim all liability in this regard.
We use third parties to gather and verify information about your financial accounts, including obtaining your authority and right to access these accounts, as well as manage and initiate transactions involving your accounts. You agree to provide true, accurate, complete, and current information about yourself and your accounts. You authorize us and these third parties to access the websites and sources of your financial accounts, on your behalf, and to gather information about you. You agree to the transfer, storage, and processing of your information by these third parties in accordance with their respective privacy policies. You give us and these third parties a limited power of attorney and appoint us and these third parties as your true and lawful attorney-in-fact, and agent, with full power of substitution and re-substitution, for you and in your name and place, in any capacity, to access third-party websites and sources, servers, or documents, retrieve information, and use this information, with full power and authority, to do anything with the information in connection with our Services. You license to us and these third parties any information, data, passwords, materials, or other content gathered. You agree that we and these third parties may use, modify, display, and distribute this content, create new material with it, and do the same with any new material. We may receive compensation from third-party product and service providers. You understand and agree that the ALT Platform is not endorsed or sponsored by these third parties and that these third parties are third-party beneficiaries of these Terms of Service with respect to the products or services provided by these third parties.
Consent to Doing Business Electronically: Because our platform operates on the Internet, you consent to transact business with us electronically. You agree that we may provide notices to you by electronic means, for example, by posting it on our website, emailing it to any email address that you have provided us, or sending it as a text message to any mobile phone number that you have provided us. We may also send notices to you by postal mail to any postal address that you have provided us. All notices by any of these methods will be deemed received by you no later than the earlier of when received or posted or 24 hours after sent, except for notice by postal mail, which will be deemed received by you no later than the earlier of when received or 3 business days after it is mailed.
The ALT Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the ALT Platform via a mobile device, (ii) the ability to browse the ALT Platform from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). Downloading, installing, or using certain Mobile
Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your ALT account information to ensure that your messages are not sent to the person that acquires your old number.
You consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including short message service (“SMS”) messages (including text messages), multimedia messaging service (“MMS”), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing systems or automatic texting systems. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one by text.
You consent to receive SMS messages, calls, and messages (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates, or anyone calling on our behalf at the specific numbers you have provided to us, or numbers we can reasonably associate with your account (through skip trace, caller ID capture, or other means), with information or questions relating to you, your account, or our Services. You acknowledge and agree that standard call, message, data rates, and other fees may apply. Consent to receive SMS messages is not required as a condition of purchase.
When you create an account on the ALT Platform, your account will include: (i) a wallet that will receive and hold your funds and which is accessible only via the ALT Platform (“ALT Wallet”); and (ii) a record of your purchase or sale activity on the ALT Platform. Funds in your ALT Wallet are held at Circle, and usable only to buy Assets on the ALT Platform. Your ALT Wallet balance will be held at Circle. Circle converts your cash balance to USD Coin (“USDC”), which will be held in a master wallet at Circle. USDC is a digital stablecoin issued by Circle that operates on the Ethereum blockchain, the value of which is linked to the U.S. dollar. USDC is redeemable for U.S. Dollars, typically at a rate of one USDC for one U.S. Dollar, however we cannot guarantee the value of USDC, its price stability or how third parties value USDC. Circle and ALT do not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with the Ethereum blockchain. Any such attacks or delays on the Ethereum blockchain might materially delay or prevent you from sending or receiving USDC, and neither ALT nor Circle will bear responsibility for any losses that result from such issues, except as required by law. We reserve the right to migrate your ALT Wallet and USDC to a different token, blockchain, or protocol in the future. Your ALT Wallet, and the funds, USDC and other value held in your ALT Wallet are not FDIC insured or otherwise subject to deposit insurance or securities investor protections or insurance.
Authorizations: You hereby authorize us and our employees and agents, in relation to your use of the ALT Platform and ALT Wallet, to, among other things:
- Access and view your balance in the ALT Wallet and all other transaction information (including transaction history) relating to the ALT Wallet for purposes of reconciliation and computation of amounts due to or from you arising from transactions on the ALT Platform;
- Instruct Circle to effect credit and debit of the ALT Wallet balance in relation to transactions which have been executed and authorized on the ALT Platform or for fees and charges arising from transactions conducted through the ALT Platform, or in relation to transactions which have been reversed;
- Freeze (or coordinate with Circle to freeze) further credit or debit to or from the ALT Wallet due to reasonable suspicion of your breach of these Terms of Service or breach of applicable law; and
- Use any of your data or information obtained through Circle for purposes of effecting transactions on the ALT Platform or otherwise and/or share any of your data or information with Circle for purposes of operating and maintaining the ALT Wallet.
You may only withdraw or revoke these authorizations upon closure of your ALT account in accordance with these Terms of Service, except for your right to stop payments or revoke payment authorizations under applicable law. If you instruct Circle to revoke any of these authorizations prior to the closure of your ALT account, then you will not be entitled to continue using the ALT Platform or ALT Wallet, and we may immediately terminate and/or cancel your ALT account.
Funding your ALT Wallet: Funds can be added to your ALT Wallet via ACH from your bank account. To do so, you must link a bank account you own and hold at a U.S. depository institution (“Bank Account”) to your ALT Wallet. When you request an ACH transfer, you authorize Circle to debit your Bank Account for the amount of the transfer you request, on or after the date you make the request. You can also link your Bank Account wire details to make a wire transfer from your Bank Account to your ALT Wallet. If you hold in an external cryptocurrency or digital assets wallet (“External Crypto Wallet”), we may permit you to fund your ALT Wallet with USDC that you hold in that External Crypto Wallet. To do so, you can request a unique deposit address from us, and you must send the USDC from your External Crypto Wallet to this address. We will make the balance in your ALT Wallet available for your use within one business day after we confirm we have received funds you deposit in your ALT Wallet. We may delay the availability of your balance if we have reason to believe that your deposit may be fraudulent, in error, or may be reversed, if there is an emergency, such as a failure of computer or communications equipment, or as otherwise permitted by law. In the event of a chargeback, your ALT Wallet or ALT account will be frozen, and you will not be able to cash out of the platform or buy, sell, or receive any Assets or ALT’s Assets. You can request a withdrawal from your ALT Wallet by requesting an ACH transfer or wire transfer to your Bank Account. Disbursements will be made in U.S. Dollars, except that we may permit you to transfer USDC from your ALT Wallet to your External Crypto Wallet, in our sole discretion. You understand that all transfers of USDC between your ALT Wallet and your Crypto Wallet occur on the Etherium, Solana, or Avalanche blockchains, and that such transactions are irreversible. You bear all responsibility for all losses that might be incurred as a result of sending USDC to an incorrect or unintended wallet address, or for any errors.
If any transfer of funds from your Bank Account to ALT or Circle is reversed by your bank or Circle’s banking partners, then we reserves the right to (i) retroactively deduct such funds or USDC from your ALT Wallet, (ii) deduct such amounts from future fund transfers to your ALT Wallet, (iii) suspend your ALT Wallet and access to our Services until resolved, (iv) set off the negative amount against other funds or assets we or Circle holds on your behalf, and (v) pursue legal action or any other means of recovery legally available.
You represent and warrant to ALT that all Bank Account and payment information you provide to us and Circle is true and correct and that you are authorized to use the Bank Account or External Crypto Wallet you select to fund or disperse payments from your ALT Wallet. You will promptly update your account information with any changes (for example, a change in your billing address) that may occur. We are not responsible for any losses or errors that occur in the event that you provide us with inaccurate information or fail to notify us of any changes to the information that you provide, except to the extent required by applicable law.
You agree to maintain a balance in your ALT Wallet that will cover the fees for any of the services provided to you on the ALT Platform, including for transactions of Assets, ALT’s Assets, and the Vault Services. If your ALT Wallet balance does not cover the fees you owe to ALT, ALT will notify you and you will be required to fund your ALT Wallet with sufficient funds within 2 business days. If your ALT Wallet balance is insufficient for 3 months, you grant ALT the right to possess your Assets on the ALT Platform, or the proceeds thereof, whether currently owned or hereinafter acquired, and sell them at then-current market prices to cover your balance and secure your obligations under these Terms of Service. Any excess proceeds generated from such sale, less amounts you owe ALT, any of its service providers, or Users of the ALT Platform, will be remitted to your ALT Wallet.
Transaction Limitations: You can transact up to $100,000 per day via ACH to or from your ALT Wallet. Regardless of whether you make transactions by ACH, wire transfer, or transfer of USDC, we reserve the right to limit your transfers to no more than four (4) transfers per day, and no more than $250,000 to or from your ALT Wallet per day, in the aggregate. We may change or add payment and withdrawal methods from time to time in our sole discretion. These limits are subject to change. Review our FAQs for more details, at https://support.alt.xyz/hc/en-us/articles/6173696774551-Payment-methods-for-US-custo mers.
You may only use the funds in your ALT Wallet for transactions on the ALT Platform. There are limits on the amount you may load into your ALT Wallet and the number, amount, and frequency of transactions you make using your ALT Wallet. For security reasons, we may be unable to disclose these limits to you. We may change these limits at any time in our sole discretion without notice to you, unless required by law. We or Circle may refuse, cancel, or reject a request you make for a transaction for any reason, for example, if we suspect you did not authorize the transaction or to protect the security your ALT Wallet or the ALT Platform. We may also close, restrict, suspend, or refuse to open your ALT account or ALT Wallet for any reason, for example, to protect the security of your ALT Wallet or the ALT Platform, or if we suspect fraud or unauthorized access to your ALT Wallet. You will not permit any other person to use your ALT Wallet, and we will treat each transaction you make with your ALT Wallet and access credentials as authorized by you, unless prohibited by law. You agree to notify us immediately if you learn or suspect that anyone has made an unauthorized transaction or gained unauthorized access to your ALT Wallet, or if you identify any errors.
You are responsible to determine what, if any, taxes apply to the transactions you make or receive through the ALT Platform or ALT Wallet, and to report and remit those taxes to the appropriate tax authority.
Registering for the ALT Platform is free, but we charge certain fees based on various transactions and services made available on the ALT Platform. These fees are outlined on the ALT Platform during their onboarding experience and are available at https://support.alt.xyz/hc/en-us/sections/6560609298071-Fees, and are incorporated by reference into these Terms of Service (“Fee Policy”). You agree to pay ALT the amount that is specified on the ALT Platform. We reserve the right to change, or discontinue, temporarily or permanently, some or all of such fees (including for promotional events), and such changes are effective when we post information about the changes through the Service. We may also change our Fee Policy at any time and in our sole discretion, and any changes to the Fee Policy are effective upon the posting of such changes to the Site or upon written notice to any user. If you continue using the ALT Platform after notice of any fee change, you agree to the change.
Asset or ALT’s Asset Transactions: For transactions of Assets or ALT’s Assets on the ALT Platform, ALT will deduct its fees from the sale price before the proceeds are remitted to the Seller’s ALT Wallet, or from your ALT Wallet, pursuant to the Fee Policy.
Vault Services: If you use the Vault Services, you agree that ALT will deduct applicable fees for the Vault Services from your ALT Wallet on the last day of the each month in which you are using Vault Services.
Limits on your ALT Wallet: We may reject your request to make a transaction using your ALT Wallet for any reason in our sole discretion, to the extent permitted by law. There are limits on the amount, type, and frequency of transactions you can make using your ALT Wallet. For security reasons, we may not disclose these limits to you or changes to these limits. We reserve the right to hold or freeze funds in your ALT Wallet or Asset(s) in the ALT vault if we reasonably suspect such funds, Asset(s), or your account may be involved in fraud, other criminal activity, or any breach of these Terms of Service. You agree to hold us harmless and to indemnify and defend us against any and all claims arising from and liabilities incurred by reason of any action we take in good faith under these Terms of Service. You also agree that we are not liable for, and you will hold us harmless for, the acts or omissions of third parties, including those we select, to the extent permitted under applicable law, with respect to any hold or freeze of any funds, Asset(s), Wallet, or account. The funds in your ALT Wallet are not FDIC-insured.
Terms Specific for Sellers
When creating a Listing to sell an Asset on the ALT Platform, you must:
- provide complete and accurate information about your Asset,
- send the Asset to ALT for storage in ALT’s vault, and
- provide any other pertinent information requested by ALT (collectively, the “Listing”).
You are responsible for keeping your Listing information up-to-date and accurate at all times. Your Listing, and any terms and conditions included in your Listing, must not conflict with these Terms of Service or any other relevant agreement to which you are a party.
Once you have created a Listing, you may receive requests by other Users to purchase your Asset. You can also share your Listings outside of the ALT Platform or sell any Asset outside of the ALT Platform, as long as you own the Asset. You represent and warrant that you have all rights necessary to upload, provide, and display the User Content (as defined below) in connection with your Listing, including all images, written descriptions, and other content, and that neither the User Content nor your uploading, posting, publishing, or submission of the User Content, nor ALT’s use of the User Content will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy. We reserve the right to remove, supplement, or correct any Listing or information you provide in the Listing.
Terms Specific for Buyers
When purchasing Assets or ALT’s Assets on the ALT Platform, you must:
- read the full Listing before making a bid or committing to buy,
- enter into a legally binding contract to purchase an Asset or ALT’s Asset with the seller when you commit to buy an Asset or ALT’s Asset or your offer for an Asset or ALT’s Asset is accepted, and
- Immediately pay for your purchase. If you have sufficient balance in your ALT Wallet, payment will be automatically processed. If you don’t have sufficient funds, you must initiate a deposit of sufficient funds within (2) days of the purchase (“Timely Payment”). If you do not make a Timely Payment, your account will be suspended and ALT will initiate a collections procedure. A reinstatement fee will be applied and due upon account reinstatement.
- When using certain features of the Service, your payment for all or a portion of the price of the Asset or ALT’s Asset may instead be due when your offer for an Asset or ALT’s Asset is accepted, or at another specified time.
If you are a buyer of ALT’s Assets, you acknowledge that you are buying items from ALT directly. If you are a buyer of Assets, you acknowledge that you are buying items from a third party, not ALT. We do not take title to any items sold by a User through our platform, and we do not act as a User or affiliate of a User with respect to any such transactions. While we may help facilitate the resolution of disputes, we do not otherwise guarantee (i) the authenticity, existence, quality, safety, or legality of the Assets advertised; (ii) the truth or accuracy of Listings; (iii) the ability of Users to sell items; (iv) the ability of Users to pay for items; (v) that a User will actually complete a transaction or return an item; or (vi) the legal transfer of an item from the seller to a buyer.
In addition, when you purchase an Asset or ALT’s Asset, you can elect to continue to hold the Asset in ALT’s vault or request to ship it to a specific User shipping address at the User’s discretion. Purchases of Assets or ALT’s Assets on the ALT Platform are non-refundable and are not subject to any returns other than as required by law.
Assets and ALT’s Assets may be sold or acquired through auctions on the ALT Platform (“Auctions”). In an Auction, interested buyers may place “bids” to offer to purchase the Asset or ALT’s Asset at a price the buyer chooses. Buyers have a limited time to place bids. At the end of that time, the Asset will be sold to the winning bidder, which is typically the interested buyer that has submitted the highest bid.
Sellers: You may list an Asset for sale in an Auction on the ALT Platform. To sell an Asset in an Auction, you must first contact ALT about ALT curating the Auction. Once you and ALT agree to the terms of the Auction, including ALT’s valuation of the Asset, if your Asset is not already in the ALT vault, you must deliver your Asset to ALT at least 2 weeks in advance of the Auction start date, for storage in the ALT vault during the Auction. Assets listed for Auction may not be removed from the ALT vault. ALT is under no obligation to accept an Asset for Auction. Once the Asset is in the ALT vault and accepted for Auction, ALT will provisionally credit your ALT Wallet a specified percentage of the value at which ALT has appraised the Asset up to 72% of the value of the Asset as determined by ALT (“Initial Deposit”); provided that, ALT will not make the Initial Deposit, or may withdraw it from your ALT Wallet if already deposited, if, prior to the Auction, any of the following occurs with respect to the player or person represented in the Asset:
- Suffers a season-ending injury or is placed on injured reserve;
- Is suspended by their applicable sports league for conduct unbecoming of league rules or because of a criminal action;
- Takes a leave of absence that is expected to last for the rest of season;
- Is publicly accused of a crime or misconduct that materially damages their reputation.
ALT has sole discretion to determine whether one of these scenarios applies.
ALT will have sole discretion over the presentation of the item for Auction. ALT Auctions do not permit bidders to purchase the Asset outright without bidding nor sellers to set minimum reserve prices beneath which an Asset will not be sold at Auction. You agree to provide ALT with complete and accurate information about the Asset and any other information ALT may request. By submitting an Asset to sell at Auction, you understand and agree that you will sell the Asset to ALT at the time of the first-entered bid of the Auction. Once the Asset is sold to ALT, and ALT becomes the lawful owner of the Asset, ALT may sell the Asset to the winner of the Auction. ALT will determine the winner of the Auction in its sole discretion. There are circumstances in which the highest bidder may not be the winner or ALT will not sell the Asset to the highest bidder, for example, if the highest bidder is not eligible to participate or does not timely pay for the Asset. Upon sale of the Asset to the winner of the Auction and ALT’s receipt of the purchase price, ALT will transfer to your ALT Wallet the amount of the final purchase price ALT receives for the Asset, less the Initial Deposit previously paid to you and any applicable fees and taxes.
You acknowledge and agree that the Asset is not guaranteed to sell at Auction or to sell for any specified amount. You further acknowledge and agree that if the Asset does not sell at Auction, the maximum amount to which you are entitled for the Asset is the Initial Deposit paid to you by ALT, and ALT may offer to relist the Asset at a specified date and time at its discretion. If the Asset sells at Auction for less than the Initial Deposit paid to you by ALT, you keep the entirety of the Initial Deposit.
If, for any reason, the Asset is not sold at Auction, and you wish to repossess the Asset, you may request the Asset back from ALT within 30 days from the date of ALT’s deposit of the Initial Deposit for that Asset into your ALT Wallet, unless ALT has re-listed the item for Auction. ALT is under no obligation to return the Asset to you, until you repay ALT the Initial Deposit you received from ALT in addition to any costs or fees associated with shipping the Asset back to you. You may choose to have the Asset returned to you, or you may keep it stored in the ALT vault for future use, subject to applicable ALT vault storage fees.
Auction Cancellation: After agreeing to sell an Asset at Auction, you generally may not cancel the Auction. However, you may request that ALT cancel the Auction no later than the earlier of a bidder entering a bid on the Auction or 48 hours before the scheduled end time of the Auction. ALT is under no obligation to honor this request. By requesting to cancel an Auction, you authorize ALT to debit the Initial Deposit from your ALT Wallet. ALT must receive this amount from you before it can honor your request for Auction cancellation. If the Auction is successfully cancelled, you may choose to have the Asset returned to you, or you may keep it stored in the ALT vault for future use, subject to applicable ALT vault storage fees and shipping fees.
Auction Bidders: You may purchase ALT’s Assets listed for Auction by submitting bids for the item listed for Auction. To bid on ALT’s Asset at Auction, ALT may require you to deposit all or a portion of your bid amount in your ALT Wallet. ALT may place a hold or freeze on that amount, and it may not be available to you for your use while your bid is outstanding, or until the Auction is closed and the item is sold to a higher bidder. ALT may limit the amount of bids that you may make in any Auction if the amount of the bid is greater than the available balance in your ALT Wallet. When you enter a bid on an Auction, you make a legally binding oﬀer to purchase an ALT’s Asset in exchange for a purchase price in the amount of your bid, plus applicable fees and taxes, if you are the winning bidder, as determined by our records, at the time the Auction closes (“Winning Bidder”). ALT may accept your oﬀer by declaring you the Winning Bidder, and you will be legally required by contract to purchase the ALT’s Asset from ALT in exchange for your payment of the purchase price. If you are the Winning Bidder, you must ensure that the entire amount of the purchase price is in your ALT Wallet and available for payment to ALT. By entering a bid, you authorize ALT to debit your ALT Wallet on or after the date the Auction closes for the total amount of your bid, plus applicable fees and taxes, on or after the date ALT declares you the Winning Bidder of the Auction.
Upon our receipt of your payment in full, the legal title and possession of the Asset or ALT’s Asset you won at Auction will pass to you. Until your payment is received by ALT for any Asset or ALT’s Asset for which you were the Winning Bidder, you have no legal right of ownership or possession to any such Asset or ALT’s Asset. If your payment is not received by the applicable due date, ALT will not transfer title or ownership of any such Asset or ALT’s Asset to you, and you will forfeit, and be disqualified from acquiring, any of the Assets or ALT’s Assets for which you were the Winning Bidder. In addition, ALT may impose penalties, fees, suspension, or termination from the ALT Platform, or take other action appropriate and not prohibited by law, including selling the Asset(s) or ALT’s Asset(s) on which you were the Winning Bidder, or any other Assets you store in the ALT vault, to satisfy your unpaid commitment. You authorize us to debit your ALT Wallet for the amount of any fees, penalties, or damages you owe us as a result of your failure to meet all of your payment obligations as a Winning Bidder.
Selling Outside of the ALT Platform
Users cannot engage in any of the following acts with another User on the site: (i) engage in any act designed to complete or facilitate a transaction outside of the ALT Platform; (ii) share or request direct contact information prior to completing a sale; (iii) refer to or promote external websites that facilitate sales outside of the ALT Platform; or (iv) offer catalogs or other items that are used to order items directly outside of the ALT Platform.
In addition, you may list an Asset that you own on any other marketplace platform we make available through the ALT Platform, including, but not limited to, eBay. Because transactions on other marketplace platforms are beyond our control, we are not responsible for any losses you experience related to your Assets listed on other marketplace platforms.
Listing Assets you do not own on other marketplace platforms through the ALT Platform is a violation of these Terms of Service. If we identify this activity in connection with your account, or if we reasonably suspect you of engaging in this activity, we may immediately suspend or terminate your use of the ALT Platform at our sole discretion and without prior notice. We may also block, cancel, or revoke any transaction you request or make on the ALT Platform to purchase any Asset or ALT’s Asset you have listed on another marketplace platform in violation of these Terms. You will be liable to us for any losses we incur as a result of your violation of this section of this Agreement, including, but not limited to, the cost of the item. We may also charge a cancellation or restocking fee.
You agree that you are solely responsible for your interactions with any other user in connection with the ALT Platform and ALT will have no liability or responsibility with respect thereto. While we may help facilitate the resolution of disputes, ALT does not take ownership of and does not guarantee (i) the quality, suitability, or legality of any Asset, (ii) the truth or accuracy of any Listing descriptions or other User Content, or (iii) the performance or conduct of any User or third party. ALT does not endorse any User, Listing, or Asset. ALT reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the ALT Platform.
Conditions of Use
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“content”) that you upload, post, publish, display (hereinafter, “upload”), email, or otherwise use via the ALT Platform, and represent that you have all necessary rights to such content. The following are examples of the kind of content and/or use that is illegal or prohibited by ALT. ALT reserves the right to investigate and take appropriate legal action against anyone who, in ALT’s sole discretion, violates this provision, including without limitation, removing the offending content from the ALT Platform, suspending or terminating the account of such violators, and reporting you to law enforcement authorities. You agree not to use the ALT Platform to:
a. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable; or (vii) in the sole judgment of ALT, is objectionable or which restricts or inhibits any other person from using or enjoying the ALT Platform, or which may expose ALT or its users to any harm or liability of any type;
b. interfere with or disrupt the ALT Platform or servers or networks connected to the ALT Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the ALT Platform;
c. violate any applicable local, state, national or international law, or other similar requirements having the force of law;
d. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
e. solicit personal information from anyone under the age of 18;
f. harvest or collect email addresses or other contact information of other users from the ALT Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
g. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
h. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
i. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the ALT Platform.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the ALT Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the ALT Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the ALT Platform, including as it concerns online conduct and acceptable content.
Mobile Services and Software
Mobile Services: The ALT Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the ALT Platform via a mobile device, (ii) the ability to browse the ALT Platform and Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the ALT Platform through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding ALT and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your ALT account information to ensure that your messages are not sent to the person that acquires your old number.
Mobile App License: Subject to these Terms of Service, ALT hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
Ownership; Restrictions: The technology and software underlying the ALT Platform or distributed in connection therewith are the property of ALT, its affiliates, and its licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ALT.
Special Notice for International Use; Export Controls: ALT is headquartered in the United States. If you access or use the ALT Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the ALT Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the ALT Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
Third-Party Distribution Channels: ALT offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the ALT Platform, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
- ALT and you acknowledge that these Terms of Service are concluded between ALT and you only, and not with Apple Inc. (“Apple”), and that as between ALT and Apple, ALT, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
- Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be ALT’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
- ALT and you acknowledge that ALT, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
- In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between ALT and Apple, ALT, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
- You represent and warrant that (a) you are not 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; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to ALT as follows: email@example.com
2261 Market Street #4019 San Francisco, CA 94114
- You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
- ALT and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and ALT only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) ALT, and not Google, is solely responsible for ALT’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to ALT’s Google-Sourced Software.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: https://support.alt.xyz/hc/en-us. If required by any license for particular open source software, ALT makes such open source software, and ALT’s modifications to that open source software (if any), available by written request to firstname.lastname@example.org. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the ALT Platform may contain content or features, including the Asset Images (“Platform Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by ALT, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works
based on the ALT Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the ALT Platform. In connection with your use of the ALT Platform you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by ALT from accessing the ALT Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the ALT Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the ALT Platform or distributed in connection therewith are the property of ALT, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ALT.
The ALT name and logos are trademarks and service marks of ALT (collectively the “ALT Trademarks”). Other company, product, and service names and logos used and displayed via the ALT Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ALT. Nothing in these Terms of Service or the ALT Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ALT Trademarks displayed on the ALT Platform, without our prior written permission in each instance. All goodwill generated from the use of ALT Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will ALT be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that ALT does not pre-screen content, but that ALT and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the ALT Platform. Without limiting the foregoing, ALT and its designees will have the right to remove any content that violates these Terms of Service or is deemed by ALT, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through The ALT Platform: With respect to the content or other materials you upload through the ALT Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title, and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content, you hereby grant and will grant ALT and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the ALT Platform or the promotion, advertising, or marketing thereof, in any form, medium or technology nowknown or later developed. You acknowledge that the Asset Images are not your User Content, but you have the right to use and share Asset Images in connection with your Listings.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the ALT Platform (“Submissions”), provided by you to ALT are non-confidential and ALT will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that ALT may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ALT, its users and the public. You understand that the technical processing and transmission of the ALT Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: ALT respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ALT of your infringement claim in accordance with the procedure set forth below.
ALT will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ALT’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at:
2261 Market Street #4019, San Francisco, CA 94114
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the ALT Platform, with enough detail that we may find it on the ALT Platform;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, ALT will send a copy of the counter-notice to the original complaining party, informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, ALT has adopted a policy of terminating, in appropriate circumstances and at ALT’s sole discretion, users who are deemed to be repeat infringers. ALT may also, at its sole discretion, limit access to the ALT Platform and/or terminate any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
Indemnity and Release
You agree to release, indemnify, and hold ALT and its affiliates and their officers, employees, directors, and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury arising out of or relating to your use of the ALT Platform, your Assets, your Listings, any User Content, your connection to the ALT Platform, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE ALT PLATFORM IS AT YOUR SOLE RISK. THE ALT PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ALT MAKES NO WARRANTY THAT (I) THE ALT PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE VALUE OF ANY ASSET OR ALT’S ASSET ON THE ALT PLATFORM IS A FAIR MARKET VALUE, (III) THE PROJECTED “ALT VALUE” OF AN ASSET WILL BE SUPPORTED BY A BID OR PURCHASE ON OR OFF THE ALT PLATFORM, (IV) THE ALT PLATFORM OR ANY OF ITS COMPONENTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (V) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ALT PLATFORM WILL BE ACCURATE OR RELIABLE, OR (VI) THE QUALITY OF ANY ASSETS, ALT’S ASSETS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ALT PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ALT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE ALT PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE ALT PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE ALT PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE ALT PLATFORM. IN NO EVENT WILL ALT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ALT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ALT PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE ALT PLATFORM.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and ALT, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the ALT Platform, any advertising, any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and ALT are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ALT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ALT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
ALT is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to ALT should be sent to 2261 Market Street #4019, San Francisco, CA 94114 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If ALT and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or ALT may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ALT or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ALT is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless ALT and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, ALT agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, ALT will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, ALT will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, ALT will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection
(b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, ALT agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the ALT Platform, you may reject any such change by sending ALT written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that ALT, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the ALT Platform and remove and discard any content within the ALT Platform, for any reason, including, without limitation, for lack of use or if ALT believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of ALT Platform may be referred to appropriate law enforcement authorities. ALT may also in its sole discretion and at any time discontinue providing the ALT Platform, or any part thereof, with or without notice. You agree that any termination of your access to the ALT Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that ALT may immediately deactivate or delete your account and all related information and files
in your account and/or bar any further access to such files or the ALT Platform. Further, you agree that ALT will not be liable to you or any third party for any termination of your access to the ALT Platform.
You hereby grant Alt Platform, Inc., as of the date you enter into these Terms of Service, a security interest in your ALT Wallet, Assets, and all other funds and personal property you store on the ALT Platform, now or in the future, whether existing or hereinafter acquired, and the proceeds thereof (the “Collateral”), to secure your performance of any obligations you have to us, our bank partner, service providers, or any of our respective affiliates (either now or in the future), under these Terms of Service or any other agreement you have with us, including your duty to pay us for all obligations you owe us under these Terms of Service, including all future advances, present or hereinafter occurring, when payments are due, and for every transaction made with your ALT Wallet by you or any other person that uses your ALT Wallet (“Security Interest”). You also grant us a right of setoff to the Collateral to secure all amounts you owe us under these Terms of Service, except as prohibited by law. You irrevocably and unconditionally relinquish possession and control over the Collateral, and you pledge and assign as security to us all of your right, title, and interest in it. We do not have to give you any prior notice to apply the Collateral or proceeds derived therefrom to satisfy your obligations. This could cause you to lose all of your Assets and funds in your ALT Wallet and ALT account. Our Security Interest will be governed by Uniform Commercial Code – Article 9 (as adopted by the applicable state law) whether Article 9 applies by its terms or not.
You must take any action we request to perfect or protect our Security Interest in the Collateral and the priority of our Security Interest. If we must hire an attorney to defend or enforce our Security Interest, you will pay our reasonable attorneys’ fees and court costs, unless prohibited by law. You represent that there are no current lawsuits or bankruptcy proceedings that might affect our Security Interest in the Collateral, and you have not and will not attempt to transfer any interest in or offer the Collateral to any other person as collateral or security for any other obligation. You waive the benefit of any homestead or other exemptions in the Collateral. If we exercise our Security Interest or our right of setoff, we will have sole discretion to determine which Assets are to be sold or liquidated, where, and by which means, and we may be the purchaser. You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff or Security Interest.
These Terms of Service constitute the entire agreement between you and ALT and govern your use of the ALT Platform, superseding any prior agreements between you
and ALT with respect to the ALT Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. By entering these Terms, you represent and warrant that your acceptance of and performance under these Terms does not violate the terms or conditions of any other contract to which you are a party.
These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and ALT agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of ALT to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You 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 ALT Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of ALT, but ALT may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The ALT Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the ALT Platform.
Notice for California Users
Under California Civil Code Section 1789.3, users of the ALT Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Alt Platform, Inc., 2261 Market Street #4019, San Francisco, CA 94114, (410) 203 3230.
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the ALT Platform.