SOUND BORED DIGITAL PLATFORM

TERMS OF SERVICE

Last modified January 25, 2023.

This Agreement describes the terms governing your use of Sound Bored Digital websites, user portals, content, products and offers (including the purchase and resale of Shilly NFTs), and related services and other features, including any updates or new releases to the same. This Agreement includes by reference:

  • Sound Bored Digital’s Privacy Policy. Click here.
  • Additional terms and conditions, which may include those from third parties.
  • Any terms provided separately to You for the Service, including product or program terms, purchasing info, payment terms, etc.

As these terms of service constitute a legally binding agreement, please read this agreement carefully before using the Service (as defined below) or purchasing any NFT offered by Sound Bored Digital LLC. By accessing or using the Service, you are agreeing to this Agreement in full without modification.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN USE OF THE WEBSITES OR PARTICIPATE IN THE PURCHASE OF ANY SHILLY PASS.

  1. Acceptance of Terms of Service
    • These terms of service (“Terms of Service”), together with our Privacy Policy (available at shilly.fm/privacy/), and all other operating rules, policies, and procedures that we may publish from time to time, each of which are incorporated by reference into these Terms of Service and each of which may be updated by us from time to time without prior notice to You, constitute a legally binding agreement (this “Agreement”) between you (referred to herein as “You”, “Your” or “user”) andSound Bored Digital LLC, a New York limited liability company(“SBD”, “we”, “our”, or “us”).
    • These Terms of Service govern Your access to, and use of the website located at shilly.fm (“Website”), including the Shilly NFT holder’s portal (“TheStudio”), the Shilly Discord server, and any other service, media channel, website, or mobile application related, linked, or otherwise connected to SBD (each, a “Connected Property”, collectively, the “Connected Properties”)), including any portion of the Service used for the purchase of blockchain-based non-fungible tokens (NFTs) owned or offered by SBD(each such NFT, a “SBD Digital Asset”). The Website and the Connected Properties are collectively hereinafter referred to as the "Service".
    • By (i) accessing, browsing and/or using the Service, or using any information, services, features or resources available or enabled throughout the Service, (ii) purchasing any SBD Digital Asset, or (iii) clicking on a button or taking similar action to signify Your affirmative acceptance of this Agreement, You acknowledge and agree that You have read and understand these Terms of Service and acceptall ofits terms without modification.
    • If You utilize the Website or services of SBD on behalf of a company, organization, or other entity, then (i) “You” includes You and that entity and the individuals represented by that entity, and (ii) You represent and warrant that You are authorized to bind the entity to these Terms of Service, and that You agree to the Terms of Service on the entity’s behalf.
  1. Changes to the Terms of Service
    • SBD reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Service, or change, suspend, or discontinue access to the Service, without limitation, at any time by providing notice to You in any one the following manners: (i) posting on the Website or The Studio, (ii) emailing You at the email address provided by You, or (iii) the so-called ‘airdropping’ of a NFT containing notice (“Notice Airdrop”) of such changes or discontinuance to Your Wallet holding such SBD Digital Asset.
    • You agree that the above means of notice are deemed conspicuous, sufficient, and the expected mode of delivering legal notice by SBD for any update to these binding Terms of Service. All changes are effective immediately when we post or airdrop them and apply to all access to, and use of, the Service. Your continued access and use of the Service after any changes/modifications constitutes an acceptance of the revised Terms of Service.
  2. Eligibility
    • The Service, including those features related to the purchase of SBD Digital Assets, is intended for use by individuals who have legal capacity and have reached the age of majority in the applicable jurisdiction governing such individual’s use of the Service. If You are under such age of majority in such jurisdiction, You must have a parent or legal guardian accept the terms and conditions of this Agreement on Your behalf. Under no circumstances may anyone under 13 years old use or access the Service.
    • You must comply with all export and reexport control laws and regulations and not use, sell, export, transfer, or otherwise dispose of any SBD Digital Asset to any destination, entity, or person, or for any end-use, prohibited by the EAR trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction.
    • The right to access the Service is revoked where this Agreement or use of the Service is prohibited or to the extent any offering, sale, or provision of-or-within the Service conflicts with any applicable law, rule, or regulation. Further, the Service is offered only for Your use, and not for the use or benefit of any third party.
  1. User Account

Certain elements of the Service may enable You to create an account or otherwise register with the Service (“Account”). You may be required to select a password for Your Account or You may also use other credentials to access the Account ("Login Information"), including through the use of a digital asset wallet, such as Metamask or similar. You agree as follows:

  • by creating an Account, You agree to provide accurate, current, and complete account information about yourself, and to maintain and promptly update, as necessary, Your account information;
  • You understand that Your Account is limited solely to You. You agree that You will not grant access or share Your Account credentials, in any way;
  • You are solely responsible for maintaining the confidentiality of the login information, and You are responsible for all uses thereof, including purchases, as well as for the security of any Wallet You may use to access or make purchases on the Service (“Your Wallet”). You agree to take all the measures required to ensure that Your password remains secret and is safely stored. SBD may assume that anyone logging into Your account using Your login information is either You or someone logging in with Your permission;
  • You understand and agree that You will not hold us responsible for managing the security of Your account and Your Wallet;
  • You agree to inform us without delay at hello@shilly.fm if You know, or have reason to believe, Your login information has been compromised and/or is being used to access the service without Your authorization;
  • You may not use the Service in a manner intended to interrupt, impair, or damage the Service. Furthermore, You may not use the Service for activities that are fraudulent or connected with a criminal offense or illegal activities; and
  • we reserve the right to amend, discontinue or terminate the Service at any time, for any reason in our sole discretion without notice. We also reserve the right to terminate Your access to the Service without notice at any time, with or without cause, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation, effective immediately, which may result in the forfeiture and destruction of all information associated with Your use of the Service, including, without limitation, any access to any content You may have acquired through the Service. We will not be liable to You or any third party for any modification, suspension, or discontinuance of the Service.
  1. User Generated Contributions

Certain features of the Service provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Service, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Service and through third-party websites. When You create or make available any Contributions, You thereby represent and warrant that:

  • Your contributions do not and will not infringe the proprietary rights, including but not limited to, the copyright, patent, trademark, trade secret, rights of privacy and publicity (aka name, image, and likeness rights), or moral rights of any third party;
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Service, and other users of the Service to use Your Contributions in any manner contemplated by these Terms of Service;
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
  • Your Contributions are not obscene, lewd, lascivious, abusive, violent, harassing, libelous, slanderous, threatening, or otherwise objectionable (as determined by us);
  • Your Contributions do not violate any applicable law, regulation, or rule;
  • Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people in a sexual or violent manner;
  • Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
  • Your Contributions do not contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of the Service or any system, data, password or other information of SBD or any third party; and
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.

Any use of the Service in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of Your right to use the Service.

  1. Contribution License
    • Subject to our ownership of any SBD Intellectual Property (as defined in Section 8 below) incorporated in the same, we do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. Notwithstanding, You hereby grant to us a non-exclusive, royalty-free, irrevocable, worldwide license (“User Contribution License”) to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Your Contributions solely in connection with the operation of the Service, or social promotion or advertising therefor.
    • We are not liable for any statements or representations in Your Contributions made by You in any area of the Service. You are solely responsible for Your Contributions to the Service and You expressly agree to indemnify and hold us harmless from any and all damages and responsibility resulting therefrom.
  1. Obligations
    • You agree to be solely responsible for Your own conduct while accessing or using the Service, and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper, and in accordance with these Terms of Service and any applicable laws or regulations. By way of example, and not as a limitation, You may not, and may not allow any third party to:
      • send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content;
      • distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
      • impersonate another person;
      • upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others;
      • engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
      • interfere with other users’ use of the Service;
      • use the Service for any unauthorized or unlawful commercial purpose;
      • modify, adapt, translate, or reverse engineer any portion of the Service;
      • remove or tamper with any copyright, trademark, patent, or other proprietary rights notices contained in or on the Service or any part of it;
      • use any technology to collect information about the Service or any unauthorized purpose; or
      • access or use the Service for the purpose of creating a product or service that is competitive with any of our products or services.
    • If You engage in any of the activities prohibited hereunder, we may, at our sole and absolute discretion, without notice to You, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate Your access to the Service and/or any user account associated therewith.
  1. Intellectual Property Rights of SBD
    • SBD(or, as applicable, its licensors and affiliates) owns all rights and title to the intellectual property published on and throughout the Service (but specifically excluding Your Contributions), including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes), and all other content or any description available on the Website (collectively, the "Service Content"). The Service Content is the sole property of SBD and/or its licensors, affiliates, or third-party service providers, and is protected by copyright, trademark and other applicable laws in the United States and other jurisdictions. The Service Content and the SBD Creative Content (as defined in Section 29) shall together constitute the “SBD Intellectual Property”.
    • The ‘Shilly’ trade and service marks, along with all SBD trademarks, trade names, and other related marks or logos appearing throughout the Service are, unless stated otherwise, are the exclusive property of SBD and as such, SBD owns or control the proprietary rights in and to the same, whether registered in the United States and/or in one or more countries outside the United States. You may not use such marks for commercial purposes without the express prior written permission of SBD.
  1. Third-Party Links

The Service may contain links to other websites not controlled, operated, or owned by us. Unless otherwise expressly stated by us, SBD provides no endorsement or representation of any kind regarding the products, services, content, or appropriateness of the content of such websites, and explicitly disclaims any responsibility for the accuracy, content, or availability of the information, products, and/or services found on or through any such linked websites.

  1. Assumption of Risk; Merges and Forks

You accept and acknowledge each of the following:

  • No information appearing throughout the Service is or shall be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing appearing throughout the Service is intended to be an offering of any securities in any jurisdiction, nor does it constitute an offer or invitation to purchase shares (including in SBD), securities, or other financial instruments. It remains Your sole responsibility to ensure that Your use of the Service complies with the laws and regulations of Your jurisdiction.
  • You understand and agree that:
    • SBD Digital Assets are made solely for entertainment purposes;
    • SBD Digital Assets have no inherent or intrinsic value and as such, You are not acquiring an SBD Digital Asset with the expectation of any financial opportunity or gain whatsoever and that You have no expectation of financial return, profit, or gains from the purchase of an SBD Digital Asset, rather, You agree that the purchase of the SBD Digital Asset is for the consumptive value or functionality of the SBD Digital Asset, the uniqueness of the art, and consumptive purposes only;
  • there may not be a secondary market for SBD Digital Assets at any time in the future, You have no expectation that any secondary marketplace that exists at the time of mint will continue to exist, or will provide any opportunity for resale of the SBD Digital Asset, and that SBD is under no expectation or obligation to provide such a secondary market or marketplace for the secondary sale of an SBD Digital Asset;
  • there are risks involved with utilizing a digital wallet to obtain blockchain assets, including SBD Digital Assets, with such risks including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to Your personal information including such information and assets contained in Your Wallet or elsewhere;
  • any given digital currency or asset may or may not be regulated by one or more existing jurisdiction-specific regulatory regimes. Additionally, new or updated regulations or policies may materially affect the value and/or reporting, control, or compliance requirements of such currency or asset. It is Your sole responsibility to keep abreast and comply with such existing, new, or updated reporting, control, or compliance requirements;
  • there is an inherent risk that You may lose access due to loss of private keys, custodial error, or even acquisition error;
  • there are risks related to taxation; and
  • SBD does not make any guarantees or representations about the availability of the SBD Digital Assets or that they will host the SBD Digital Assets in any specific location for any specific period of time.
  • You agree that You have received sufficient information to make an informed decision regarding Your utilization of the Service and that You understand and agree that You are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.
  • You also assume all responsibility for any adverse effects of disruptions or other issues impacting the TIP Blockchain (defined in Subparagraph (e) below) upon which SBD Digital Assets reside, as may be selected by SBD in its sole discretion from time to time.
  • If You elect to acquire an SBD Digital Asset through our smart contract(s), any financial transactions that You engage in will be conducted solely through a third-party, independent blockchain network (“TPI Blockchain”). Digital asset wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of Your Wallet and have no ability to retrieve or transfer its contents. Because our smart contract(s) operate on one or more TPI blockchains, there is no ability to undo, reverse, or restore any transactions involving SBD Digital Assets. As such, You agree that we will have no liability to You or to any third party for any claims or damages that may arise as a result of any transactions that You engage in or any other transactions that You conduct via such TPI Blockchain, including malicious exploitation of any smart contract used and executed thereupon, whether by SBD, any affiliate thereof, or any other third-party. Such TPI Blockchain may require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs thereon, for which you are solely responsible. Additionally, you hereby expressly understand the risks of a transaction failure, and shall solely be responsible for, any and all transactional failures and/or lost Gas Fees associated therewith, and SBD shall have no obligation to reimburse You for the same.
  1. Non-Investment Purposes

You represent and warrant that any purchase of an NFT by You is solely for Your personal collection, use and enjoyment, and not for speculative or investment purposes, or for use as a substitute for currency or other medium of exchange.

12. Disclaimers

  • Although SBD attempts to ensure that the information presented throughout the service is accurate, the information is only intended as a general guide and in no way should such information be constructed as financial advice. Additionally, such information does not form part of any contract. Although SBD has taken care to ensure to the best of its ability that all information is accurate at the time of publishing, we cannot guarantee that all information is correct as the information provided is subject to change without notice. By using the service, You indemnify SBD from any losses or damages resulting from Your use of the same, or reliance on any information contained therein.
  • The service, and all of the content appearing thereon, are provided ‘as is’ and ‘as available’ without warranty of any kind, either expressed or implied.
  • To the extent that SBD offers a so-called ‘allowlist‘ to certain prospective buyers of SBD Digital Assets, the allocation to You of the same is neither guaranteed nor warranted, either at all or even once such status has been granted to You. The granting of such ‘allowlisted‘ (or similar) status is intended only for entertainment purposes and has no intrinsic monetary or similar value and You shall not be entitled to compensation for the same in the event such status is retracted or terminated by SBD, for any reason, in its sole discretion.
  • The service, including all SBD Digital Assets, are provided ‘as is’ and ‘as available’ without warranties of any kind either express or implied. SBD and its licensees and affiliates hereby disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. In no event shall SBD be liable to You for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, goodwill, work stoppage, diminution of value or any other intangible loss, technology failure, or malfunction, revenue, profits, use or other economic advantage related to any service, application, digital asset, or otherwise) however arising, even if SBD knows there is a possibility of such damage. By using the service, You accept sole responsibility for any and all transactions involving SBD service, applications, and digital assets.
  • This agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.

13. Limitation of Liability

Neither we, nor our affiliated and related companies, nor each of their respective directors, shareholders, officers, employees, contractors, representatives, licensees and assigns, harmless shall have any liability for any losses, damages, claims, costs and expenses You may incur as a consequence of (i) Your use of the Service or any TPI Blockchain, (ii) Your acquisition (or attempts to obtain) a SBD Digital Asset, or (iii) the secondary sale of such SBD Digital Asset.

14. Indemnification

  • To the fullest extent permitted by law, You agree to defend, indemnify, and hold harmless SBD, its officers, directors, employees, affiliates, third-parties, suppliers, vendors, service providers and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
    • Your use of the Service;
    • Your Feedback;
    • Your violation of these Terms of Service;
    • Your violation, misappropriation or infringement of any rights of another (including intellectual property rights, defamation, right of publicity rights, or violation of privacy rights);
    • Your misconduct in connection with the Service;
    • Your violation of any granted or reserved licenses;
    • Your use, acquisition, sale, or transfer of a SBD Digital Asset, or any content associated therewith;
    • Your use of any SBD affiliate’s or licensee's services;
    • Your violation of any term of this Agreement; or
    • arising out of any claim that You have breached any provision of these Terms of Service.
  • This defense and indemnification obligation will survive this Agreement. You also agree that You have a duty to defend us against such claims and we may require You to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial.
  • You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at the Indemnified Party’s sole option, of any third-party Claims.

15. Dispute Resolution

By using the Service, You agree that:

  • If you have any dispute with us, you agree that before taking any formal action pursuant to subparagraph 15(b) below, you will contact us at hello@shilly.fm provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account) and allow sixty (60) days to pass, during which we will attempt to reach an amicable resolution of any issue.
  • Subject to subparagraph 15(a) above and 15(j) below, any claim, dispute, or controversy You may have against us, our affiliates, our third-party service providers, our assigns, and/or our licensees arising out of, relating to, or connected in any way with this Agreement, the Service, or the acquisition of any SBD Digital Asset shall be resolved exclusively by final and binding confidential arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Consumer Rules and Procedures established by AAA (“Rules and Procedures”);
  • unless otherwise prohibited by law, the claim or dispute must be brought within one (1) year of the date of the event first giving rise to such action;
  • where possible and allowed for under the AAA Rules and Procedures, both parties shall be entitled to appear electronically or telephonically for all proceedings; otherwise, such arbitration shall be held in the state of New York, unless otherwise agreed to by SBD;
  • notice of our institution of any such proceeding may be made to you, and is therefore shall be deemed satisfied, by either (i) personal service upon you or (ii) Notice Airdrop;
  • the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
  • there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only Your and/or SBD’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated;
  • both parties will bear their own costs of representation and filing for the dispute; and
  • if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. For more information on AAA and its Rules and Procedures, users may visit the AAA website at http://www.adr.org. In the event that the entirety of this arbitration provision is found to be unenforceable or void, both parties agree to settle any disputes arising out of this Agreement in a court of competent jurisdiction located in or the State of New York.
  • If a party reasonably believes that the other party has in any manner infringed or threatened to infringe the intellectual property rights of the other party, the party who owns the intellectual property rights may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO ANY DISPUTES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT, YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO (I) HAVE A TRIAL BY JURY AND (II) PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

BY AGREEING TO ARBITRATE DISPUTES, YOU ARE GIVING UP YOUR RIGHT TO HAVE PARTICULAR DISPUTES HEARD IN STATE OR FEDERAL COURT (I.E. LITIGATION). THE PRIMARY COMPARATIVE BENEFIT OF LITIGATION IS THAT THE DECISION CAN BE APPEALED AND REVIEWED BY A PANEL OF JUDGES AT MULTIPLE LEVELS OF APPEAL (WHICH CAN BE REASSURING BUT ALSO, OFTEN MORE COSTLY). IN ARBITRATION, THE DECISION IS BINDING AND YOU HAVE NO RECOURSE TO CHALLENGE AN ARBITRATOR’S JUDGMENT, BUT OFTEN A MORE AFFORDABLE AND QUICKER PROCESS.

  1. Severability

If any provision or part of a provision of these Terms of Service is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. If two or more provisions of this Agreement or any other agreement You may have with SBD are deemed to conflict with each other’s operation, You agree that SBD shall have the sole right to elect which provision remains in force.

  1. Governing Law

This Agreement and any action related to this Agreement shall be governed by the laws in force in the State of New York and US Federal law. Foreign laws do not apply. The offer and acceptance of this contract are deemed to have occurred in the State of New York.

  1. Privacy

For information about how we collect, use, and share information related to Your use of the Service or our services, please refer to our Privacy Policy here. Additionally, SBD may utilize third-party applications for, among other possible uses, NFT holder verification, giveaways, etc., that collect, store, and use Your data (e.g. Discord, Collab.Land, or similar). Each such third-party application has their own unique privacy policy for which You are solely responsible for reviewing. Your use of such third-party applications in connection with the Service shall constitute Your acceptance of such additional policies and You forever hold SBD harmless in connection therewith. Additionally, You acknowledged and understand that all TPI Blockchains are public and all of Your transaction history initiated through the Service utilizing such public blockchain(s) will be made public.

  1. Feedback

You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Website or The Studio (collectively, “Feedback”). By submitting any Feedback, You agree that we are free to use such Feedback to improve the Service without compensation to You and You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback in connection with the Service.

  1. Digital Millennium Copyright Act of 1988
    • The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If You believe in good faith that materials hosted by SBD and/or on the Service infringe Your copyright, You, or Your agent may send to SBD a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon SBD actual knowledge of facts or circumstances from which infringing material or acts are evident. If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send to the SBD a counter-notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details.
    • If You believe any violation of the Terms or infringement of any of our rights has occurred, or if You are a trademark or copyright owner and believe that Your trademark or copyright rights have been violated or You want to submit a counter notice, please contact us in writing as following:

Sound Bored Digital LLC

105 Grand Ave #3E

Brooklyn NY 11205

Attention: Customer Care

Email: IP@shilly.fm

  1. No Waiver

Our failure to exercise or enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision.

  1. Headings

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

  1. No Intended Third-Party Beneficiaries

Except as otherwise provided herein, these Terms of Service 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.

  1. Assignment

You may not assign or delegate any rights under these Terms of Service. We may freely assign or delegate our rights under these Terms of Service.

  1. Electronic Communications

You agree that communications and transactions between us may be conducted electronically, whether You visit the Website or send us emails, or whether we post notices on the Website, the App, related SBD platforms, or communicate with You via email. For contractual purposes, You (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

  1. Entire Agreement

You agree that these Terms of Service, including the Additional Terms below, together with our Privacy Policy, constitute the entire agreement between You and us and govern Your use of the Service and any products or services provided or distributed through the Service, and supersede any prior agreements between You and us on these subjects.

Notice to California Users. Under California Civil Code Section 1789.3, California website users 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 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Notice to Users Outside the United States of America. The Service is controlled and offered by Sound Bored Digital LLC from the United States of America. SBD makes no representations that the Service is appropriate for use in other locations. Those who access or use the Service from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.

ADDITIONAL TERMS

These additional terms and conditions apply to the purchase products, including merchandise and SBD Digital Assets, made for offer by us and will prevail over any conflict or inconsistency with the Agreement above.

  1. Sales: General Policies
    • At times, we may offer a range of products for purchase through our Website, including those with various colors and features. However, please note that the colors and features of the products displayed on our website may vary slightly from the actual product due to differences in monitor displays. We make every effort to ensure that the product descriptions and information provided on our website are accurate, but we do not guarantee the accuracy, completeness, or authenticity of any content or information and do not warrant or guarantee that the quality, color, or any other feature of any product, including SBD Digital Assets, will meet your expectation.
    • We do not guarantee that the products will be available at all times, and we reserve the right to discontinue any product at any time without notice.
    • We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer.
  2. Returns, Refunds
    • All sales of products, including SBD Digital Assets, are final. However, in the case of physical merchandise, we do accept returns for defective or damaged products within thirty (30) days of receipt and in certain limited circumstances, in our sole discretion, may be able to exchange an incorrectly sized product. Please contact us at hello@shilly.fm for assistance with any returns or exchanges.
  3. Sale or Acquisition of SBD Digital Assets: Ownership & License
    • When You lawfully acquire an SBD Digital Asset, including but not limited to, the Shilly GA Pass, Shilly Backstage Pass, and Shilly Band Pass NFTs (each, a “Shilly NFT”; collectively, the “Shilly NFTs”), You become the sole owner of that unique, serialized non-fungible token (i.e. the cryptographic digital record existing on the TPI Blockchain) and pursuant to the terms and restrictions set forth herein, are granted by SBD a non-exclusive, universe-wide, and royalty-free license (the “Owner License”) for Your personal use and enjoyment of the associated artwork, images, video, content, audio or other works of authorship (the “ SBD Creative Content”) embodied in the digital media file uniquely associated therewith, for so long own such SBD Digital Asset.
    • Notwithstanding the foregoing, the acquisition of the SBD Digital Asset does not confer upon You (i) any ownership in the SBD Creative Content, (ii) any ownership, equity, or profit-sharing interest in SBD, (iii) ownership of any SBD Intellectual Property, (iv) the right to commercialize Your SBD Digital Asset, or (v) any other rights not otherwise specifically granted herein.
    • You acknowledge and agree that:
      • SBD and/or its licensors and affiliates own all legal rights, title, and interest in-and-to the SBD Creative Content, including the individual layers and traits comprising the same, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to You upon Your acquisition of an SBD Digital Asset are limited to those expressly stated herein. For the avoidance of doubt, SBD reserves all rights and ownership to the SBD Creative Content not specifically granted to You in this Agreement and, specifically, retains the unencumbered right and privilege to (i) use Your SBD Digital Asset for any and all marketing, promotional, or other purposes as SBD may so desire, in its sole discretion and (ii) replace or make any modification, adaptation, update, or edit to (X) the SBD Creative Content, (Y) the individual components comprising the same or (Z) the metadata associated therewith; all without the need for prior consent from You; and
      • You may not, nor permit any third party to do or attempt to, trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in the SBD Creative Content associated with Your SBD Digital Asset.

30. Shilly Band Pass NFT: Collaborative Opportunities

A unique feature of owning a Shilly Band Pass NFT is the opportunity to directly collaborate with Sound Board Digital in the creation of entertainment content intended for use within the Shilly ecosystem, including as lore, compositions, musical recordings, videos, marketing materials, or other creative works. By submitting your collaborative ideas or content (“SBPCollaborative Content”) to SBD, you agree to the following:

  • in addition to the conditions contained in this Section 28, Your SBP Collaborative Content shall be considered a Contribution under Sections 5 and 6 and shall be subject to the conditions contained therein;
  • SBD shall be under no obligation to select (or once selected, to use) any of Your Collaborative Content. To the extent your Collaborative Content is selected for use by SBD, the context, scope, substantiality, and other related details of such use shall be at SBD’s sole discretion;
  • certain types of Collaborative Content may be eligible for specific, additional entitlements such as authorship credit, writer royalties, or other similar entitlements. In each such instance, SBD will propose the terms of such entitlements (if any) in good faith, keeping in mind the context, scope, substantiality, and other related details of such use. You are under no obligation to accept such proposed terms and in such an event, SBD’s right to use Your SBP Collaborative Content will be limited to those detailed in Section 6, or otherwise mutually agreed to. For the avoidance of doubt, any use by SBD of your SBP Collaborative Content beyond the use rights detailed in Section 6 shall be subject to further written agreement between us and you.

31. Transfers of SBD Digital Assets

  • Subject to Your compliance with all of the material terms and conditions contained herein, You shall have a limited right to transfer or sell Your SBD Digital Asset, provided that the transferee or Digital Asset owner thereof acknowledges, accepts, and shall forever be bound by the terms of this Agreement, as amended from time to time.
  • SBD shall not be responsible for, and You forever indemnify and hold SBD harmless with respect to, any transaction between You and any third party for the sale or transfer of Your SBD Digital Asset, including using any third-party Digital Asset trading platform or marketplace to facilitate such sale or transfer.
  • You understand and agree that the rights granted herein are licensed solely to the rightful and legal owner of the SBD Digital Asset. Your licensed rights to the SBD Digital Asset will terminate upon the rightful and legal sale or transfer of Your SBD Digital Asset, and upon such sale or transfer (as the case may be), the Owner License shall be transferred by operation of law to, and the said rights granted therein shall vest, in the subsequent owner thereof.
  • You acknowledge and agree that SBD is entitled to receive a royalty (“Resale Royalty”) on every secondary sale of a SBD Digital Asset, in perpetuity. Prior to the mint of each SBD Digital Asset, SBD will disclose the Resale Royalty percentage applicable to resale of such SBD Digital Asset. As such, you agree to:
    • include a statement substantially similar to the following in the description of the NFT: “X% Resale Royalty Applies. By purchasing this NFT, you agree to the Terms of Use located at shilly.fm/TOS/’; and
    • shall not employ measures to avoid the payment of the Resale Royalty or utilize marketplaces that do not respect the Resale Royalty’.

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Last modified January 25, 2023.

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