Terms of Service

Last Updated: July 30, 2024

1. Introduction

Welcome to Michael Mann Archives, a digital marketplace owned and operated by Moto Pictures, LLC. (“Michael Mann Archives,” “we,” “us”, or “our”) that facilitates the purchase of Access Passes (defined below). These Terms of Service (“Terms”) govern your access to and use of the Michael Mann Archives marketplace, including our website(s), APIs, and any support, software, tools, features, content (as defined below), services, and any purchased Access Passes (collectively, the “Service”). “Access Pass” means a unique digital token implemented on a blockchain that is not transferable or tradable or resalable. Access Passes provide you with view-only access to one or more images, photographs, videos, notes, documents, audio files, or other digital property described more fully below  relating to Ferrari, a film directed by Michael Mann (collectively, “content”).  All content is archived via blockchain technology and accessible via the Michael Mann website (the “MMA Website”). For purposes of these Terms, “user”, “you”, and “your” mean you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

PLEASE BE AWARE THAT ALL INTELLECTUAL PROPERTY RIGHTS IN ALL CONTENT ACCESSIBLE VIA ACCESS TOKENS AND PROVIDED VIA THE SERVICE ARE OWNED BY MICHAEL MANN ARCHIVES, ITS AFFILIATES AND/OR LICENSORS.  OTHER THAN THE LIMITED RIGHTS GRANTED HEREIN, ALL OWNERSHIP RIGHTS IN SUCH CONTENT AND THE SERVICE REMAIN THE PROPERTY OF MICHAEL MANN ARCHIVES, ITS AFFILIATES AND/OR LICENSORS AND IS PROTECTED BY, WITHOUT LIMITATION, U.S. AND INTERNATIONAL COPYRIGHT LAWS AND SUCH OTHER U.S. FEDERAL AND STATE AS WELL AS APPLICABLE FOREIGN LAWS.  ALL RIGHTS NOT GRANTED HEREIN ARE RESERVED BY MICHAEL MANN ARCHIVES, IT AFFILIATES AND LICENSORS.  ALL USE OF ANY CONTENT ACCESSIBLE VIA THE SERVICE SHALL BE SUBJECT TO THESE TERMS.  AS SPECIFIED HEREIN, IN THE EVENT OF ANY MISUSE OR VIOLATION OF THE TERMS (INCLUDING UNAUTHORIZED DISSEMINATION OR SHARING OR USE OF CONTENT), WE RESERVE THE RIGHT TO REVOKE YOUR ACCESS TO SUCH CONTENT.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 16 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

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

Michael Mann Archives reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

2. Our Role as Platform Operator

Michael Mann Archives is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor. Michael Mann Archives provides a platform that facilitates the purchase of Access Passes on supported blockchains. We do not have custody or control over the Access Passes or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of Access Passes.

The Service is integrated with a third party platform operated by Crossmint USA LLC (Crossmint”) through which you will be able to purchase Access Passes. Once Crossmint properly authorizes your “Buy Order,” Crossmint will deliver the Access Pass you purchased to the wallet address you provided. Your use of the Service is subject to these Terms, Crossmint’s Terms of Use (the “Crossmint Terms”) and Crossmint’s fees.

WHEN YOU PURCHASE ACCESS PASSES USING YOUR CROSSMINT ACCOUNT, YOU ARE PURCHASING FROM CROSSMINT.  ACCORDINGLY, CROSSMINT IS THE MERCHANT OF RECORD FOR YOUR ACCESS PASS PURCHASE TRANSACTIONS.  While Michael Mann Archives operates the Service, we are not party to any transaction between any users and Crossmint and are not liable for Crossmint’s acts or omissions.

3. Description and Condition of Property

Access Passes are units of data on the blockchain that entitle you to access the MMA Website on a view-only basis to view certain content, including archived footage, behind-the-scenes footage, documents, notes, transcripts, photographs and other preparatory materials, and featurettes that highlight Michael Mann’s directorial art/technique in the movie Ferrari.  Due to their non-tangible nature, Access Passes are not available for physical inspection. 

Access Passes offered on Michael Mann Archives are accompanied by a description of the Access Pass.  We are unable to verify the nature, operation, character or contents of the Access Pass or any information recorded or displayed in the blockchain in relation to the Access Pass.  

You bear full responsibility for verifying the legitimacy of Access Passes that you purchase from Crossmint using the Service and we make no claims, guarantees, or recommendations about the legitimacy or functionality of Access Passes (and any content associated with such Access Passes) visible on the Service.

4. Participating in Sales; Responsibility for Your Wallet

To submit orders to purchase Access Passes, you must first establish a Crossmint user account (“Crossmint User Account”), which may require you to complete certain actions and provide certain information required by Crossmint’s compliance department for regulatory reasons. You understand that your access to a Crossmint User Account, and your ability to submit orders for Access Passes, may not be available in all markets and/or jurisdictions and is subject to the Crossmint Terms. Crossmint may restrict or prohibit use of a Crossmint User Account, including implementing transaction limits, in certain jurisdictions, in accordance with the Crossmint Terms.

While your account on the Service (“Account”) is associated with the onboarding information you provide, you will need a blockchain address and a digital wallet (either provided by Crossmint or a different third party) (a “Wallet”) to purchase Access Passes via the Service. By using your Wallet in connection with the Service, you agree that you are using that Wallet under the terms and conditions of the applicable provider of the Wallet. Wallets are not operated by, maintained by, or affiliated with Michael Mann Archives, and Michael Mann Archives does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents. Michael Mann Archives accepts no responsibility for, or liability to you, in connection with your use of a Wallet and makes no representations or warranties regarding how the Service will operate with any specific Wallet. You are solely responsible for keeping your Wallet secure and you should never share your Wallet credentials or seed phrase with anyone. 

You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms.  If you discover an issue related to your Wallet, please contact your Wallet provider. Likewise, you are solely responsible for your Account and any associated Wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or Wallet being compromised. You must protect the confidentiality of any passwords and logins credentials associated with your Account. You agree to immediately notify us if you discover or otherwise suspect any security issues, compromise or fraudulent activity related to the Service or your Account or your password or credentials (you can contact us here ).

Michael Mann Archives may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, to provide you with a requested service, or to investigate a potential violation of these Terms. In such cases, Michael Mann Archives, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Michael Mann Archives. If you do not provide complete and accurate information in response to such a request, Michael Mann Archives may refuse to restore your access to the Service.

Your access and use of the Service may be interrupted from time to time, including due to the malfunction of equipment, periodic updating, maintenance, or repair of the Service, geographic restrictions, potential violation of these Terms, or other actions that Michael Mann Archives, in its sole discretion, may elect to take. You understand that Michael Mann Archives, in its sole discretion, may disable your Account and/or reassign your username or associated url.

We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use Michael Mann Archives through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.

5. Ownership

The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts), and all content, information and other materials contained therein or accessible via Access Tokens, including, without limitation, the Michael Mann Archives logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Michael Mann Archives or our affiliates (including Forward Pass, Inc.), Michael Mann, and/or third party licensors, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates and licensors, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.  You may not use, reproduce, modify, distribute or access the Service (or any text, images, video, or other content or materials displayed or accessible through the Service) for any purpose other than as expressly authorized by these Terms, provided that nothing herein shall restrict you from using any Access Passes purchased via Crossmint in accordance with applicable laws.

Michael Mann Archives’s name, trademarks, and any Michael Mann Archives product or service names, designs, logos, and slogans are the intellectual property of Michael Mann Archives or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Michael Mann Archives” or any other name, trademark or product or service name of Michael Mann Archives or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Michael Mann Archives and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any Access Passes displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Michael Mann Archives.

We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Michael Mann Archives may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Michael Mann Archives any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.



6. License to Access and Use Our Service and Content

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any Access Passes is solely as set forth by Crossmint.

7. Third-Party Content, Agreements, and Services

You bear responsibility for verifying the legitimacy and legality of Access Passes that you purchase from Crossmint. We also cannot guarantee that any Access Passes visible on Michael Mann Archives will always remain visible and/or available to be bought. 

These Terms solely govern the use of our Service. Access Passes are available on supported blockchains and are purchased from Crossmint directly. There may be terms and conditions that apply to the Access Passes' themselves set directly between you and Crossmint with respect to the Access Pass including with respect to the use of the Access Pass content and rights and obligations associated with a given Access Pass, as set forth in the Crossmint Terms. Michael Mann Archives does not set the Crossmint Terms and is not party to any such Crossmint Terms, which are solely between the user and Crossmint. The user and Crossmint are entirely responsible for reviewing, agreeing to, and enforcing the Crossmint Terms. You are responsible for reviewing such Crossmint Terms.

Michael Mann Archives does not set, collect, or determine other applicable costs, fees, and expenses associated with buying an Access Pass, including but not limited to any gas or transaction fees. These costs, fees, and expenses are paid directly to Crossmint and any payment processor, blockchain validator, or other third party, as applicable. Because these costs, fees, and expenses are not collected by Michael Mann Archives, it cannot refund them.

The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). Third-Party Applications may include open source software. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Michael Mann Archives, and may be “open” applications for which no recourse is possible. Neither Michael Mann Archives nor its suppliers or its or their affiliates are responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. You acknowledge that neither Crossmint nor its affiliates are liable in any circumstances to you. Michael Mann Archives provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

8. User Conduct

To protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe in our sole discretion that you have violated these Terms or that you may use our Service for unlawful activity. This may include: suspending, disabling or restricting the ability to use the Service (or certain aspects of the Service); and/or other actions.

You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, in connection with using the Service. You also agree that you will not (and will not assist or enable any third party to):

  • Copy, reproduce, or modify any content accessible via an Access Token
  • Reproduce or share any content accessible via an Access Token, whether in its original form, or in any altered or modified form.
  • Use or attempt to use another user’s Account without authorization from such user;
  • Pose as another person or entity, or use a Wallet to engage in a transaction on Michael Mann Archives that is owned or controlled, in whole or in part, by any other person;
  • Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or content, or otherwise interfere with or modify the rendering of Service pages or functionality;
  • Claim a Michael Mann Archives username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting;
  • Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
  • Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
  • Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Michael Mann Archives;
  • Use our Service, including our APIs, in any way that conflicts with our developer policies;
  • Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
  • Sell or resell, or attempt to sell or resell, the Service or otherwise use the Service for any commercial purposes.
  • Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear in a certain area on MMA Website or at the top of search results, or artificially increasing view counts, favorites, or other metrics that Michael Mann Archives might use to surface or sort items, collections, or search results;
  • Use the Service or content or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
  • Use the Service, directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to Michael Mann Archives;
  • Use the Service, directly or indirectly, for, on behalf of, for the benefit of, or in connection with (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (as defined in Section 11 of these Terms); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
  • Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to buying securities or commodities;
  • Use the Service to buy Access Passes to participate in or facilitate an ICO or securities offering, or providing any rights to redeem such Access Passes for securities, commodities, or other financial instruments;
  • Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
  • Use the Service to buy stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
  • Infringe or violate the intellectual property rights or any other rights of others;
  • Purchase illegal content, such as content that may involve child sexual exploitation;
  • Use the Service for any illegal or unauthorized purpose, including encouraging or promoting any activity that violates the Terms;
  • Use the Service with the proceeds of unlawful activity or with a Wallet used to engage in unlawful activity;
  • Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.

We make no claims, guarantees or recommendations about the identity, legitimacy, or authenticity of any Access Pass or Account on the Service.

9. Communication Preferences

By creating an Account, you consent to receive electronic communications from Michael Mann Archives (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us and Crossmint. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided or through your Account settings.

10. Indemnification

By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify and hold harmless Michael Mann Archives, and our past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Michael Mann Archives Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, Access Passes, or content linked to or associated with any Access Passes (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third party, and (e) your negligence or willful misconduct. You agree to promptly notify Michael Mann Archives of any Claims and cooperate with the Michael Mann Archives Parties in defending such Claims. You further agree that the Michael Mann Archives Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND MICHAEL MANN ARCHIVES.

11. Representations and Warranties; Disclaimers

You represent and warrant that (a) you will comply with all applicable laws (e.g., local, state, federal and other laws) in connection with using the Service; (b) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (c) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (d) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (e) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (f) you have not transacted and will not transact with any person or entity falling into any of (b)-(e); (g) you have not transacted and will not transact for the benefit of any person or entity falling into any of (b)-(e). You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MICHAEL MANN ARCHIVES EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. MICHAEL MANN ARCHIVES (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. MICHAEL MANN ARCHIVES DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MICHAEL MANN ARCHIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE MICHAEL MANN ARCHIVES ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, MICHAEL MANN ARCHIVES CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY Access Passes, OR ANY Access Passes YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE MICHAEL MANN ARCHIVES PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD MICHAEL MANN ARCHIVES RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF Access Passes, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR Access Passes.

Access Passes EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN. ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN. MICHAEL MANN ARCHIVES AND/OR ANY OTHER MICHAEL MANN ARCHIVES PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY Access Passes OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO MICHAEL MANN ARCHIVES PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE Access Passes. NO MICHAEL MANN ARCHIVES PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE Access Passes, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

12. Assumption of Risk

You accept and acknowledge:

  • Michael Mann Archives does not recommend, suggest, advise or endorse that you purchase Access Passes, or make any purchase of any good or service. Before engaging in any transaction or any other activity, you should consult a qualified professional. Neither Michael Mann Archives nor Crossmint are registered with the U.S. Securities and Exchange Commission, and neither Crossmint nor Michael Mann Archives offer securities services in the United States or to U.S. persons. 
  • Access Passes are neither transferable, tradable, nor resalable.
  • You understand that you are responsible for any fees related to use of the Service, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible.
  • The nature of Access Passes may result in an increased risk of fraud, theft, hack or cyber-attack.
  • A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of Access Passes.
  • The regulatory regime governing blockchain technologies, and other blockchain-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Access Passes.
  • Access Passes are not legal tender, are not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
  • You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Michael Mann Archives is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that apply to your Access Passes or the purchase of your Access Passes.
  • We do not have ownership or control of the smart contracts deployed by third parties, and are not responsible and make no guarantees regarding their operation and functionality.
  • By using the Service, you agree that the data sources that maintain your accounts and any third parties that interact with your credentials or account data in connection with our service are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under applicable law.
  • Data sources make no warranties of any kind related to the data provided by our services, whether express, implied, statutory, or otherwise. No data provided by us is an official record of any of your accounts.
  • We do not control the supported blockchains with which you interact, and we do not control certain smart contracts and protocols that may be integral to your ability to purchase Access Passes. Additionally, blockchain transactions are irreversible and Michael Mann Archives has no ability to reverse any purchase you make of an Access Pass on the blockchain.
  • Unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. Michael Mann Archives has no control over any blockchain network and shall not be liable or responsible whatsoever for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions or other potential adverse events or adverse consequences you may experience.
  • There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Michael Mann Archives will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any blockchain network, however caused.
  • Transactions in Access Passes are irreversible, and, accordingly, losses due to fraudulent or accidental transactions are not recoverable. For example, an address may have been entered incorrectly. Access Passes mistakenly sent to an address that we do not control are not recoverable.
  • The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
  • You acknowledge that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you; (b) you are familiar with the operation of Access Pass buying and have the experience required to use the Service; and (c) you assume all liability and responsibility for determining whether using the Service is legal in your jurisdiction and you agree to not use any of the Service if your use is illegal or otherwise prohibited or limited by any rule or regulation. Your use of the Service requires you to assume all attendant risks and Michael Mann Archives expressly disclaims any and all liability or responsibility for any such risks. While these Terms list some of the potential risks of your use of the Service and Access Passes, this list is not intended to cover all potential risks or otherwise be comprehensive and you acknowledge that you may be subject to and liable to significant other potential risks.

In order to comply with our legal obligations and keep our users and Platform safe, we may need to restrict, suspend, or terminate your access to the Service. You acknowledge that Michael Mann Archives is under no obligation to disclose the details of its decision to take such action with you.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL MICHAEL MANN ARCHIVES OR ITS SERVICE PROVIDERS OR ITS OR THEIR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY (A) FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MICHAEL MANN ARCHIVES OR ITS SERVICE PROVIDERS OR ITS OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF MICHAEL MANN ARCHIVES OR ITS SERVICE PROVIDERS OR ITS OR THEIR AFFILIATES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, Access Passes, OR ANY MICHAEL MANN ARCHIVES PRODUCTS OR SERVICES EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

14. Privacy Policy

We value your privacy.  You understand and acknowledge that we will collect, use, and disclose personal information in accordance with our Privacy Policy.

16. Modifications to the Service

We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.

17. Dispute Resolution; Arbitration

  • Dispute Resolution. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Michael Mann Archives and limits the manner in which you can seek relief from us. This section does not govern disputes between users and third parties. Michael Mann Archives does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
  • Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Michael Mann Archives, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that: (1) you or Michael Mann Archives may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or Michael Mann Archives may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
  • Dispute resolution process. You and Michael Mann Archives both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: Michael Mann Archives, Attn: 9100 Wilshire Boulevard,
    Suite 1000W, Beverly Hills, California 90212. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Michael Mann Archives is represented by counsel, its counsel may participate in the Conference as well, but Michael Mann Archives agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
  • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at Michael Mann Archives, Attn: 9100 Wilshire Boulevard,
    Suite 1000W, Beverly Hills, California 90212. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees, interest, claimed punitive or other damages, or any claim in excess of the bona fide verifiable value of actual lost property shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, Michael Mann Archives will pay them for you if you complied with the dispute resolution process set forth above. In addition, Michael Mann Archives will reimburse all such JAMS filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless (a) a resolution of your claim results in a smaller monetary judgment than Michael Mann Archives may have offered you to settle the claim, at any point, or (b) the arbitrator determines the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Michael Mann Archives. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
  • Waiver of Jury Trial. YOU AND MICHAEL MANN ARCHIVES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Michael Mann Archives are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second bullet of this Section 15, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  • Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Michael Mann Archives agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in New York County in the State of New York. All other claims shall be arbitrated.
  • Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Michael Mann Archives.
  • Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Michael Mann Archives makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Michael Mann Archives at the following address: Michael Mann Archives, Attn: 9100 Wilshire Boulevard,
    Suite 1000W, Beverly Hills, California 90212.

18. Governing Law and Venue

These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to conflict of law principles). Any dispute between the parties that is not subject to arbitration as set forth in Section 16 or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York County in the State of New York, and the United States, respectively, sitting in the State of New York.

19. Termination

If you breach any of the provisions of these Terms, all licenses granted by Michael Mann Archives will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, restrict, disable, or terminate your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us. If we terminate or restrict your access or use of the Service, you retain ownership of your Access Passes.

20. Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

21. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Michael Mann Archives for which monetary damages would not be an adequate remedy and Michael Mann Archives shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

22. California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

23. Export Laws

You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Michael Mann Archives hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

24. Survival

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Michael Mann Archives or you. Termination will not limit any of Michael Mann Archives’s other rights or remedies at law or in equity.

25. Miscellaneous

These Terms (and any other applicable terms or policies incorporated by reference in these Terms) constitute the entire agreement between you and Michael Mann Archives relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Michael Mann Archives, and Michael Mann Archives’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Michael Mann Archives agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

26. Canada-Specific Terms

If you live in Canada, these additional terms apply and override any inconsistent terms in the Terms.

  • Section 16: The section titled “Dispute Resolution; Arbitration” is modified by adding the following at the beginning of the section:

“Consumer protection laws in some jurisdictions, such as Quebec, may not allow you to waive your right to be part of a class action or to limit your time limitation to commence legal proceedings. If these laws apply to you, the following limitations may not be applicable."

  • Section 17: The section titled “Governing Law and Venue” is modified by adding the following at the beginning of the section:

“Consumer protection laws in some jurisdictions, such as Quebec, might require that your agreement be governed by the laws of your jurisdiction and heard by competent courts in your jurisdiction.”