Terms of Service

This website (https://www.runasyouare.io/) is operated by Run As You Are Inc (“RAYA”). Throughout the website, the terms “Run As You Are”, “we”, “us” or “our” refer to RAYA. By visiting our site and/or purchasing a service or product from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”). These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

We reserve the right to update, change or replace any part of these Terms of Services without prior written notice at any time. It is your responsibility to periodically check and review these Terms If you disagree with any of these terms, you are prohibited from accessing this site.

By visiting the website of our product or service merchants, in particular www.opensea.io, you also engage and agree to be bound by their terms and conditions.

Run As You Are is a collection of digital artworks (the “Artwork”) as Non-Fungible Tokens (“NFT”) running on the Ethereum (ETH) blockchain. This website is for informational purposes and serves as a binding contract for purchasers of Run As You Are NFTs. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the Run As You Are smart contract runs on the Ethereum blockchain, there is no ability to undo, reverse, or restore any transactions. This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving Run As You Are digital collectibles.

You may not use our products and/or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

Ownership

When you purchase your Run As You Are NFT, you own the NFT and the underlying Art. The ownership is transferred to you on the Ethereum blockchain for the individual piece of art. Each Run As You Are NFT is marked with a unique number and is an NFT on the Ethereum blockchain. Ownership of the NFT is ruled entirely by the Smart Contract and the Ethereum Network terms. We have no ability to seize, freeze, or otherwise modify the ownership of any Run As You Are NFT.

Personal Use

Subject to your continued acceptance with these Terms, RAYA grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any derivative artwork or extensions that you create or use, limited by the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Luckies / NFT, as long as the marketplace cryptographically verifies that you are the owner, to ensure that only the actual owner have the right to display the Art; or (iii) as part of a third party website or application that allows the inclusion, involvement, or participation of your Luckies, provided that the website or application cryptographically verifies each Luckies owner’s rights to display the Art for their Luckies, to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Luckies leaves the website or application.

Commercial Use

Commercial use of Run As You Are and its artwork is not permitted. Run As You Are Artwork is protected by copyright and/or related rights. You are free to use your NFT in any way that is permitted by the copyright and related rights legislation that applies to your use.

Run As You Are Intellectual Property

Other than the rights to the Art, nothing gives you any rights to any other trademarks or other intellectual property rights belonging to RAYA, without limitation, to Run As You Are, and the associated logos and branding. All of these rights are reserved in the name of RAYA.

You acknowledge and agree that RAYA owns all legal right, title, and interest in and to the Run As You Are collection brand, logo, the runasyouare.io domain name and related intellectual property, including the Artwork and all related intellectual property rights in and to the Artwork (collectively, the “RAYA Materials”). You acknowledge that the RAYA Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the Artwork are limited to those expressly stated in these Terms.

Fees & Payment

“Mint” or “Minting” our products (Art/NFT’s) is referring to you, as the user, buying our product. If you elect to purchase a Run As You Are NFT through our site, any financial transactions that you engage in will be conducted solely through the Ethereum Blockchain, and we will have no insight into or control over these financial payments of transactions, and we have no ability to reverse any transactions. Furthermore, we will have no liability to you as the user or any third party for any claims, damages or losses that may occur as a result of any transaction, Mint or purchase that you engage or any other transactions that you conduct through the Ethereum Blockchain.

Ethereum requires the payment of a transaction fee (a “Gas Fee”) for any transaction that occurs on the Ethereum Network. The Gas Fee funds the network of decentralized computers that run the decentralized Ethereum Network. This means that you will MUST pay a Gas Fee for each transaction on the Ethereum Network. If you fail to do so, we, RAYA can not be held accountable in any form or way for any financial losses or damages that may occur from these transactions.

Feedback

You may submit comments, bug reports, ideas about the site or Run As You Are brand in general. By submitting any feedback, you agree that we, RAYA or Run As You Are, are free to use the feedback in any way we choose, without any further compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the feedback for any purpose.

Assumption of Risk

You agree that you assume the following risks, and that you understand and agree to the following: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your Run As You Are collection NFT, and (iii) there is no guarantee that your Run As You Are collection NFTs will have or retain any value; (b) the commercial or market value of your Run As You Are collection NFT may materially diminish in value as a result of a variety of things, including negative publicity; (c) there are risks associated with using and acquiring Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information and assets stored within your digital "wallet" or elsewhere, and RAYA expressly disclaims any responsible for these risks; (d) RAYA does not make any promises or guarantees about the availability of your Run As You Are collection NFTs or Artwork or any other Run As You Are collection NFTs or Artwork, or that they will host your Run As You Are collection NFTs or Artwork or any other Run As You Are collection NFTs or Artwork at any specific location and/or for any specific period of time; (e) upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain, may have adverse effects on all blockchains using those or similar technologies, including Run As You Are, and RAYA shall not be responsible for any such adverse effect; (f) any agreements and obligations by RAYA are not transferable, and RAYA does not make (and expressly disclaims) any promises or guarantees to any third parties related to your Run As You Are NFT(s); (g) the risk of losing access to your Run As You Are NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of your Run As You Are collection NFT(s); (k) the taxes due as a result of, and tax consequences associated with, your acquisition of any Run As You Are NFT or other Run As You Are NFT-related transactions; and (l) the risk of engaging in any transactions relating to your Run As You Are NFT with third parties (e.g., transferring your Run As You Are collection NFT to a third party on any so-called "secondary market").

You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the Run As You Are collection; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; and (iii) RAYA will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any Run As You Are NFTs.

Law & Venue

The laws of Ontario govern these Terms and Conditions of Sale and all proceedings arising out of it. All disputes between the parties relating to these Terms and Conditions of Sale will be finally resolved in the Supreme Court of Ontario or the Federal Court of Canada sitting in Toronto, Ontario.

Eligibility

You acknowledge that you cannot purchase or use any Run As You Are NFT or Artwork if you: (a) are not able to form legally binding contracts; or (b) are a person with whom such transactions are prohibited under economic or trade sanctions.

Indemnity

You will defend, indemnify, and hold RAYA and its employees, representatives, executives, directors, and affiliates and related entities harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable lawyer’s fees) relating to or arising out of your purchase of any Run As You Are NFT, Artwork, and Licensed Rights, including: (a) your breach of any of these Terms and Conditions of Sale or any other terms and conditions of use of our website; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us infringe or otherwise violate the intellectual property rights of any third party; or (d) any other activities in connection with any Run As You Are NFT or Artwork. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Taxes

You are solely responsible for all taxes and charges that apply in connection with any Run As You Are NFT transaction. RAYA is not responsible for determining the taxes that may apply to any of your transactions (if applicable), and offers no representation or warranty that any such transaction will be tax-free or will not otherwise have tax consequences.

Interpretation & Entire Agreement

Throughout these Terms & Services, the use of the word "including" means "including but not limited to." Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in these Terms & Services, shall refer in all cases to your acceptance of these Terms & Services by proceeding with your purchase or acquisition of a Run As You Are NFT. These Terms & Services constitute the entire and only agreement between us and you with respect to the subject matter hereof.

Our Waiver

Our failure to enforce or insist upon strict compliance with any provision of these Terms & Services shall not be deemed a waiver of such provision nor of the right to enforce such provision.