Terms of Use

NextGem Terms of Use and End User License Agreement

Last Revised: March 11, 2024

BY DOWNLOADING THE NEXTGEM MOBILE APPLICATION (THE “APP”) OR BY ACCESSING, VIEWING, OR USING THE APP OR THE NEXTGEM WEBSITE (THE “SITE”) AND/OR ANY TOOLS OR SERVICES PROVIDED IN CONNECTION WITH THE APP OR THE SITE (COLLECTIVELY, THE APP, THE SITE AND ALL RELATED TOOLS AND SERVICES ARE REFERRED TO AS THE “SERVICE”), YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE AND END USER LICENSE AGREEMENT (“TERMS OF USE”). IF YOU OBJECT TO ANYTHING IN THESE TERMS OF USE OR OTHERWISE DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE SERVICE AND UNINSTALL THE APP IMMEDIATELY.

These Terms of Use set forth the terms and conditions of NextGem, Inc. (“NextGem”) applicable to your use of the Service. NextGem encourages you to read these Terms of Use carefully. For purposes of these Terms of Use, “NextGem” means and includes NextGem and its, parents, subsidiaries, and affiliates, and its and their investors, officers, directors, employees, agents, representatives, and assigns. “User” means each person who accesses or uses the Service, whether or not such User personally accessed the site, installed or accessed the App, or created an account.

You understand and agree that NextGem may revise, modify and/or supplement these Terms of Use (the “Revised Terms of Use”) at any time. Any Revised Terms of Use will be effective immediately after notice is sent to you via email or by such other forms of notice as may be determined by NextGem. If you do not agree to the Revised Terms of Use, you must stop using the Service and close your account (and uninstall the App). You can delete your account through the App settings. By continuing to use the Service following notice, or by failing to close your account or uninstall the App, you hereby expressly agree to be bound by the Revised Terms of Use and acknowledge that your continued use of and access to the Service is valid consideration for the Revised Terms of Use.

Terms and Conditions

1. Electronic Transactions. By using the Service, you agree to transact electronically through the Site or App, as applicable. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, constitutes your signature as if signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature.

2. License. Subject to the terms and conditions set forth in these Terms of Use, NextGem grants you a personal, revocable, nonexclusive, nontransferable license to use the Service and to download and use the App on any mobile device that you own or control, solely for your personal use. The Service will be in the form and format as determined by NextGem in its sole discretion from time to time, and such form and format may limit or restrict use to certain types of devices at the exclusion of others and may have additional licensing terms restricting their use thereto. Such license is subject to these Terms of Use and except as expressly provided in these Terms of Use, does not include:

(A) any resale of the Service or any content or materials contained therein (“NextGem Content”);

(B) modifying or otherwise making any derivative uses of the Service or any NextGem Content;

(C) use of any data mining, robots or similar data gathering or extraction methods;

(D) reproducing, distributing, publicly performing or publicly displaying the Service or the NextGem Content;

(E) reverse engineering or otherwise attempting to discover any source code;

or (F) any use of the Service other than for its intended purpose.

Any use of the Service or the NextGem Content other than as specifically authorized herein, without the prior, written permission of NextGem, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. You understand and agree that NextGem may report any behavior it observes and, in its reasonable belief, views as a violation of applicable laws, to the relevant authorities. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time and for any reason or no reason at all with or without notice to you.

3. Location Information; Consent to Use of Data and Mobile Communications. The Service may implement a location feature whereby they will automatically collect your geolocation information if you provide your consent. In such event, the Service will use and share such location to enable Users to determine which Users are nearby. NextGem may also use location information to provide information and advertising to Users. IF YOU WANT TO STOP THE AUTOMATIC COLLECTION OF YOUR LOCATION INFORMATION, YOU MAY DO SO BY USING THE PRIVACY SETTINGS IN THE APPS AND/OR ON YOUR DEVICE AND/OR BY UNINSTALLING THE APPS.
You also consent to NextGem communicating with you about the Service or in connection with the features, functions, and activities contained therein by SMS, text message, email, or other electronic means. Your carrier’s normal, messaging, data and other rates and fees will apply to these communications.

4. The Service Offers a Venue. The Service merely offers tools, resources and a venue to connect those seeking to purchase rare and elite trading cards (“Trading Cards”) with those seeking to sell Trading Cards. You understand and agree that NextGem:

(A) does not employ, recommend or endorse any Users and has no control over the acts or omissions of any Users;

(B) is not responsible or liable in any manner for the conduct of any Users or other third parties online or offline;

(C) makes no representations, warranties or guarantees about the quality of the Trading Cards offered or sold by any User or about your interactions or dealings with other Users;

and (D) does not screen Users or automatically conduct any kind of identity or background checks except as otherwise expressly stated in these Terms of Use or on the Service. Regardless of whether NextGem takes any steps to screen Users, you should exercise caution and perform your own screening before connecting or transacting with anyone through the Service. NextGem hereby expressly disclaims, and you hereby expressly release NextGem from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to the Service or your interactions or dealings with other Users, including without limitation any acts and/or omissions of Users online or offline. By using the Service, you acknowledge and agree that you are solely responsible for your use of the Service and the connections you make and that ALL USE OF THE SERVICE IS AT YOUR SOLE AND EXCLUSIVE RISK.

5. Transactions Are Between Users; Release. The Service may be used to buy and sell Trading Cards and to facilitate payment for Trading Cards. However, Users transact solely between themselves, and NextGem is not a party to any transactions between Users. NextGem hereby expressly disclaims, and you hereby expressly release NextGem from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to disputes, dealings, or interactions between you and any other Users or third parties.

6. Eligibility. You represent and warrant that you currently meet and will continue to meet the following eligibility conditions (“Eligibility Conditions”) for as long as you use the Service:

(A) you are at least eighteen (18) years old;

(B) you comply with all laws, rules and regulations in connection with your use of the Service and any transactions arranged through the Service;

(C) you have the right, authority and capacity to enter into these Terms of Use and to abide by all of the terms and conditions in these Terms of Use; and

(D) you have not been the subject of a complaint or any other legal action involving fraud, larceny, or any related offense. By using the Service, you understand and agree that NextGem may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that NextGem may revise the Eligibility Conditions from time to time and require new conditions and certifications and that you will abide by such revised Eligibility Conditions or discontinue using the Service and uninstall the App. If NextGem becomes aware of or believes that there are violations of the Eligibility Conditions by any User or that the User has otherwise provided any false or misleading information, it may, among other things, suspend and/or terminate such User with or without notice at its sole discretion. If your account is terminated or suspended, you agree to make no further use of the Service after termination or during suspension.You understand and agree that NextGem does not routinely verify that any or all of the Eligibility Conditions are met by any other Users and you further understand and agree that NextGem is not responsible for assuring that the Eligibility Conditions are met or for any failure to suspend, terminate or prevent the use of the Service by Users who do not meet the Eligibility Conditions. Except where expressly stated otherwise in these Terms of Use or on the Service, you understand and agree that you are solely responsible for conducting any appropriate screening and obtaining references prior to transacting withs Users. You further understand and agree that you are solely responsible for making your own evaluations, decisions and assessments about whether to transact with other Users or otherwise interacting with other Users. NextGem hereby expressly disclaims, and you hereby expressly release NextGem and its affiliates from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm or damages arising from or in any way related to: (x) any inaccuracy, untimeliness or incompleteness of a User’s Eligibility Conditions; and/or (y) any misstatements or misrepresentations made by any Users.

7. No Professional Advice; Information Only. Any information, materials, content and/or advice provided through the Service, whether by NextGem, Users, or third parties, including without limitation the NextGem blog and social media accounts, including Facebook, Twitter, Instagram, and LinkedIn, are for informational purposes only. If you have specific concerns about any User, Trading Card, or transaction requiring professional advice, you should consult with an appropriately trained and qualified professional. NextGem hereby expressly disclaims, and you hereby expressly release NextGem from, any and all liability whatsoever for any controversies, claims, suits, injuries, losses, harms and/or damages arising from and/or in any way related to the information, materials and content provided through the Service, including without limitation on the NextGem blog, and social media accounts, including Facebook, Twitter, Instagram, and LinkedIn.

8. Use of the Service. You agree to use the Service in a manner that is lawful, relevant, and proper to the applicable forum. Any use of the Service that NextGem, in its sole discretion, finds inappropriate, offensive, or contrary to these Terms of Use may result in suspension or termination of your account with or without notice. Notwithstanding the foregoing, NextGem reserves the right to suspend or terminate your account with or without notice at any time in its sole discretion, for any reason or no reason at all. In the event of any suspension or termination, you agree to make no further use of the Service after termination or during suspension.
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You understand and agree not to, and not to permit or encourage anyone else to, do any of the following in connection with the Service:

Defame, abuse, harass, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;

Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;

Use the Service or engage with other Users for any purpose that is in violation of local, state, national, or international law, rule or regulation;

Upload files that contain software or other material that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;

Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots, corrupted files, or any other similar software, malware, or materials that may damage, interfere with, disrupt, impair, disable, or otherwise overburden the operation of any device, computer system or network;

Take any action that would undermine any aspect of the Service or use the Service in any manner that could interfere with, disrupt, or inhibit other users from fully enjoying the Service or that could damage, disable, overburden, or impair the functioning of the Service in any manner;

Attempt to gain unauthorized access to the Service, other User accounts, or other devices, computer systems, or networks connected to the Service;

Harvest or otherwise collect information about Users without their consent;

Advertise or offer to sell any goods or services for any commercial purpose (except as expressly set forth herein) on the Service that are not appropriate or relevant to the Service;

Conduct or forward pyramid schemes, chain letters, surveys, or contests on or through the Service, except where sponsored or created by NextGem;

Impersonate another person or allow any other person or entity to use your username, password, or account;

Post the same content repeatedly or spam - spamming is strictly prohibited;

Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Service;

Access, download, or copy any information, content and/or materials from the Service through artificial means (including without limitation spiders, scrapers, hacking devices, computer programs, bots, or other such means);

Reproduce, duplicate, copy, sell, re-sell or exploit any information, materials, or content on the Service;

and/or Restrict or inhibit any other User from using and enjoying the Service.You understand and agree that NextGem may terminate or suspend your use of the Service and any license rights you may have in the event that NextGem reasonably believes you have engaged in any of the foregoing behaviors.

NextGem reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to NextGem in its sole discretion. You may report any alleged improprieties by any User to NextGem by email at support@NextGem.com.

However, enforcement of these Terms of Use is solely at NextGem’s discretion, and failure to enforce in some instances does not constitute a waiver of NextGem’s right to enforce in other instances. In addition, these Terms of Use do not create any private right of action on the part of any User or third party or any reasonable expectation that the Service will not contain any content or conduct that is prohibited by such Terms of Use.

9. Account Security. You are responsible for maintaining the confidentiality of passwords and account information for the Service, and you are fully responsible for all activities that occur under your account. You agree to immediately notify NextGem of any unauthorized use of accounts or any other breach of security. You agree to indemnify NextGem for any and all controversies, claims, suits, injuries, liabilities, and/or damages arising from or in any way related to your violation of your obligations under this Section 9.

10. Third-Party Services and Content. The Service may contain links or otherwise contain or provide access to third-party products, services, websites, advertisers, applications, information, and content (collectively, “Third-Party Services and Content”), which access is provided solely for convenience. For example, the Service provides access to a third-party payment processing service that enables transactions for the purchase and sale of Trading Cards through the Service from Users who engage them and may make third-party content available through the Service, such as in the Blog, Discord account, Facebook page, Instagram account, Twitter account, TikTok account, Pinterest Account and LinkedIn account. You understand and agree that such Third-Party Services and Content are not provided by NextGem, and NextGem does not control or endorse and does not make any representations, warranties or guarantees regarding such Third-Party Services and Content.

YOU UNDERSTAND AND AGREE THAT USE OF SUCH THIRD-PARTY SERVICES AND CONTENT IS AT YOUR OWN RISK, THAT NEXTGEM TERMS OF USE AND POLICIES DO NOT APPLY TO SUCH THIRD-PARTY SERVICES AND CONTENT, AND THAT NEXTGEM IS NOT RESPONSIBLE FOR THE PRIVACY OR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD-PARTY SERVICES AND CONTENT OR FOR THE ACCURACY, COMPLETENESS, SAFETY OR QUALITY OF THE THIRD-PARTY SERVICES AND CONTENT. YOU SHOULD CAREFULLY REVIEW ANY APPLICABLE TERMS AND POLICIES THAT APPLY TO ANY THIRD-PARTY SERVICES AND CONTENT. NEXTGEM IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THIRD-PARTY SERVICES AND CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT THEREOF, AND NEXTGEM HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE NEXTGEM FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LIABILITIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO SUCH THIRD-PARTY SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PAYMENT, PRODUCTS AND/OR SERVICES.

11. User Content. “User Content” is defined as any information, content, messages, video, photos, and/or materials a User posts on or through the Service, submits to NextGem and/or submits to any other User on or through the Service or by any other medium or method. NextGem acts as a passive conduit for User Content, and Users, not NextGem, are solely responsible for the User Content they post, submit or transmit through the Service. User Content, including without limitation in connection with registration and Users’ profiles, is self-reported and you understand and agree that NextGem does not independently verify that any or all of the User Content is accurate, appropriate, or complete. You understand and agree that you make your own decisions and assessments about User Content and about persons with whom to engage and transact. NextGem hereby expressly disclaims, and you hereby expressly release NextGem from, any and all liability whatsoever for any controversies, claims, suits, injuries, harm, loss and/or damages, arising from and/or in any way related to any User Content, including without limitation to any acts of or reliance upon other Users with respect to such User Content and/or any statements made by a User about another.

12. User Content License and Responsibilities. You represent and warrant that you are the owner or licensee or otherwise have the right to post or submit such User Content, and you grant to NextGem an irrevocable, perpetual, non-exclusive, fully paid, worldwide, sublicensable license to use, copy, perform, display, reproduce, adapt, modify, prepare derivative of, and distribute such User Content and to incorporate such User Content into other works. Further, you agree that you are solely responsible for any User Content you post or submit, and you represent, warrant and guarantee that any User Content:

(A) shall not be inaccurate, untimely, incomplete, fraudulent or misleading, including without limitation in connection with registration, your profile, Trading Card information and/or use of the Service;

(B) shall not infringe any third party’s rights, including without limitation copyright, patent, trademark, trade secret or other propriety right or rights of publicity or privacy;

(C) shall not violate any law, statute, ordinance, rule or regulation, including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising or the provision of child care, elder care or health care;

(D) shall not be defamatory, libelous, threatening, harassing, abusive, or inflammatory;

(E) shall not be obscene, indecent, suggestive, violent, offensive or contain pornography or be harmful to minors;

(F) shall not contain any viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network; and

(G) shall not create liability for NextGem or cause NextGem to lose (in whole or in part) the services of the NextGem ISPs or other partners or suppliers. NextGem may, but is not obligated to, review or delete any User Content that, in NextGem’s sole discretion, violates these Terms of Use.

13. Screening of User Content. Although NextGem has no obligation to screen, edit or monitor User Content, NextGem reserves the right, and has absolute discretion, to remove, screen or edit User Content or suspend or terminate your account for any reason or for no reason at all, including if it believes that any User Content violates any of the foregoing. You are solely responsible for creating backup copies of and replacing User Content you post or store on the Service at your sole cost and expense. You agree to make no further use of the Service during suspension or after termination. Enforcement of the User Content rules set forth in these Terms of Use is solely at NextGem’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of NextGem’s right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain any content that is prohibited by such rules.

14. Payment Services. NextGem offers access to Stripe in order to provide Users with the ability to process payments for Trading Card transactions through the Service (the “Payment Service”). In order for Users to use the Payment Service, you may have to enter into the a separate agreement with the Payment Service and its sponsoring bank. Please note that NextGem is not a party to your agreement with the Payment Service. NextGem and its affiliates have no obligations or liability to you of any kind under such agreement. If you have questions, please contact the Payment Service directly. NextGem hereby expressly disclaims, and you hereby expressly release NextGem and its affiliates from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to NextGem’s use of the Payment Service, including without limitation for any damage that may result should any such information be released to any third parties.

15. Paid Memberships. Access to certain services and features of the Service may require a paid membership (“Paid Membership”). Upon registration for a Paid Membership, you agree to pay NextGem the applicable membership fees at the prices then in effect, and you authorize NextGem to charge your chosen payment method in connection therewith. NextGem reserves the right to correct any payment errors even if it has already requested and/or received payment.

16. Automatic Renewal and Cancellation. Paid Memberships and some paid features (“Features”) may be automatically extended for successive renewal periods of the same duration as the Paid Membership and/or Feature term originally selected (as indicated at the time of sign-up). IF YOU SIGN UP FOR A PAID MEMBERSHIP OR FEATURE THAT IS SUBJECT TO AUTOMATIC RENEWAL, YOU AGREE THAT THE TERM OF SUCH PAID MEMBERSHIP OR FEATURE WILL BE AUTOMATICALLY RENEWED AT THE END OF EACH TERM UNLESS AND UNTIL YOU CANCEL PRIOR TO THE END OF THE CURRENT TERM BY EMAILING AT SUPPORT@NEXTGEM.COM OR THROUGH YOUR ACCOUNT SETTINGS.

At or near the time of each renewal, you authorize NextGem to charge your selected payment method the then-current, applicable fee in accordance with the Paid Membership or Feature you selected. Upon cancellation, you will have access to the Paid Membership and/or Feature benefits until the end of the then current Paid Membership and/or Feature term, and the Paid Membership and/or Feature will not be renewed after that term expires. You will not be eligible for a refund of any portion of the Paid Membership and/or Features fees paid for the then-current Paid Membership and/or Features period, except as expressly provided in these Terms of Use. NextGem is not responsible for and will not reimburse any fees incurred by you from your bank or other financial institution, including without limitation overdraft charges, insufficient funds charges, interest charges, or finance charges, which may have occurred as a result of charges billed by NextGem.

17. Prohibited Uses. The Service is for the use of individuals only and may not be used in connection with any commercial endeavors without the express written consent of NextGem. The Service may not be used by any person or organization to recruit for another website or service or to solicit, advertise, or contact others for any other purpose for a business not affiliated with NextGem without express written permission from NextGem. You agree not to use User Content in order to contact, advertise, solicit, or sell to others without their express consent.

18. No Scraping. You agree not to collect User Content or any other information, materials or content obtained through the Service, including without limitation Trading Card images or information, names, phone numbers, email addresses, profiles, copyrighted text, or otherwise misuse or misappropriate information, materials or content, or any information obtained through use of the Service, using manual or automated means, including without limitation though web scraping, without express written permission from NextGem. Should NextGem have a reasonable basis to believe that you violated this section, NextGem reserves the right, in addition to other remedies and at its sole discretion, to assess a $10,000 daily penalty fee for scraping and/or recruiting.

19. Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NEXTGEM FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES AND/OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, INCURRED BY NEXTGEM IN ANY WAY RELATED TO YOUR: (A) ACTS AND/OR OMISSIONS ONLINE AND OFFLINE; (B) BREACH OF THESE TERMS OF USE; (C) DISPUTES WITH OR BETWEEN OTHER USERS; (D) USE AND/OR MISUSE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, CONTENT AND/OR MATERIALS THEREIN OR OBTAINED THROUGH THE SERVICE; (E) VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION; (F) INACCURATE, INCOMPLETE OR MISLEADING USER CONTENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO REGISTRATION, PROFILE, ELIGIBILITY CONDITIONS AND TRADING CARD INFORMATION; (G) MISSTATEMENTS AND/OR MISREPRESENTATIONS, INCLUDING WITHOUT LIMITATION REGARDING TRADING CARDS; (H) USE OF THIRD-PARTY SERVICES AND CONTENT; (I) USER CONTENT AND ANY ACTS OR OMISSIONS WITH RESPECT TO SUCH USER CONTENT; (J) USE OF THE PAYMENT SERVICE; (K) CONDUCT IN CONNECTION WITH THE USE OF THE SERVICE OR ANY CONNECTIONS MADE THROUGH THE SERVICE; AND/OR (L) USE OF ANY SERVICES OR PRODUCTS OR ANY CONTRACTS OR ARRANGEMENTS MADE OR PROVIDED BASED ON INFORMATION, CONTENT AND/OR MATERIALS OBTAINED ON OR THROUGH THE SERVICE. YOU FURTHER AGREE THAT YOU WILL COOPERATE AS REQUESTED BY NEXTGEM IN THE DEFENSE OF SUCH CLAIMS. NEXTGEM RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY USERS, AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY SUCH CLAIM OR MATTER WITHOUT THE WRITTEN CONSENT OF NEXTGEM.

20. Release. IF PERMITTED BY LAW, YOU ALSO AGREE TO RELEASE NEXTGEM FROM ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO NEXTGEM’S OWN NEGLIGENCE, INCLUDING, WITHOUT LIMITATION, ANY NEGLIGENCE RELATING TO:
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A. ANY INACCURACY, UNTIMELINESS OR INCOMPLETENESS OF A USER’S ELIGIBILITY CONDITIONS;
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B. ANY MISSTATEMENTS OR MISREPRESENTATIONS MADE BY ANY USERS;

C. NEXTGEM CONTENT AND ANY OTHER INFORMATION, MATERIALS AND CONTENT OBTAINED THROUGH USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ON THE BLOG, DISCORD ACCOUNT, FACEBOOK PAGES, INSTAGRAM ACCOUNT, TWITTER ACCOUNT, PINTEREST ACOUNT LINKEDIN ACCOUNT, APP STORE AND IN THE APP;

D. THIRD-PARTY SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PAYMENT, PRODUCTS AND/OR SERVICES; AND/OR

E. USER CONTENT, INCLUDING WITHOUT LIMITATION ANY ACTS OF OR RELIANCE UPON OTHER USERS WITH RESPECT TO SUCH USER CONTENT AND/OR ANY COMMENTS MADE BY A USER ABOUT OTHERS; AND/OR
This release does not include claims, suits, injuries, loss, harm or damages arising from NextGem’s gross negligence or willful tortious conduct.

21. Suspension and Termination. NextGem may suspend and/or terminate your account for any reason or for no reason at all and with or without notice at NextGem’s sole discretion. Suspension and/or termination may include restricting access to and use of the Service and may also include the deletion of content associated with your account. You agree to make no further use of the Service or the NextGem Content during suspension or after termination. NextGem reserves the right, but does not undertake any duty, to take appropriate legal action, including without limitation the pursuit of civil, criminal and/or injunctive redress against you for continuing to use the Service or the NextGem Content during suspension or after termination, and you agree that NextGem may recover its reasonable attorneys’ fees and court costs from you for such actions. Even while your membership is suspended and after it is terminated, these Terms of Use will remain enforceable against you. All other terms that by their nature may survive suspension and/or termination of these Terms of Use shall also be deemed to survive such suspension and/or termination.

22. Intellectual Property Rights of Service. Except for the license expressly granted in these Terms of Use, you are not granted any rights in or to the Service by implication, estoppel, or other legal theory, and all rights in and to the Service not expressly granted in these Terms of Use are hereby reserved and retained by NextGem. The Service, the NextGem Content, and all information, materials, tools, code and content contained therein, including without limitation all text, graphics, logos, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, directories, queries, algorithms, structure, organization, and other content (collectively “Proprietary Material”), are owned by NextGem or its licensors or users and is protected by U.S. and international copyright law. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. NextGem also owns the coordination, selection, arrangement and enhancement of such Proprietary Material as a collective work and/or compilation under the United States Copyright Act, as amended. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without NextGem’s prior express written permission. Furthermore, you are not allowed to post, distribute or reproduce any User Content that they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject you to termination or suspension from the Service and/or civil and/or criminal penalties. In addition, the Service contains material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of NextGem and/or the relevant right holder. The service marks, trademarks, logos and trade names appearing on this Service are owned by NextGem or are appearing on the Service with permission of the respective owners, and you acknowledge the rights of NextGem and the respective third parties therein. You may not copy or use any of these service marks, trademarks, logos or trade names without the prior written permission of the owner.

23. Copyright Complaints and Copyright Agent.
Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, NextGem has adopted a policy of terminating, in appropriate circumstances and at NextGem’s sole discretion, members who are deemed to be repeat infringers. NextGem may also at its sole discretion limit access to the Service and/or terminate the accounts of anyone who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints:
Without limiting the foregoing, owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the DMCA to report alleged infringements. If you believe that your work has been copied and posted on or made accessible through the Service in a way that constitutes copyright infringement, please provide NextGem’s designated agent (as set forth below) with the following information:

An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work or other intellectual property that is claimed to have been infringed, including the URL (Internet address) or other specific location within the Service where the infringing material is located. Include enough information to allow NextGem to locate the material;

Your address, telephone number, and email address;A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; andA statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Designated Agent:

Name of Agent Designated to Receive Notification of Claimed Infringement: NextGem Legal Deptartment

Full Address of Designated Agent to Which Notification Should Be Sent: P.O. Box #216, Sandstone, MN 55072

Telephone Number of Designated Agent: 888-405-5953

Email Address of Designated Agent: support@NextGem.com

24. Notice of Availability of Filtering Software. Pursuant to the Communications Decency Act, all Users are hereby informed by NextGem, the provider of this interactive computer service, that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at Stop Think Connect, www.stopthinkconnect.org, and Safety.com, www.safety.com, or in the following Web directories: Internet Blocking and Filtering Software or Filtered Access.

25. U.S. Export Controls. No part of the Service may be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

26. No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.

27. Modifications to the Service. NextGem reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Service and/or any features, information, materials or content on the Service with or without notice to you. You agree that NextGem shall not be liable to you or any third party for any modification or discontinuance of the Service or any portion thereof.

28. No Joint Venture. You acknowledge that you are not legally affiliated with NextGem in any way, and no independent contractor,
partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by your use of the Service or these Terms of Use. As such, you shall not have, or hold out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on NextGem, except as provided herein or authorized in writing by NextGem. NextGem is not an employment service or agency, does not serve as an employer of Users and does not recruit Users for employment, secure employment for Users or evaluate or test Users for employment purposes.

29. Limitations on Use. In the interest of maintaining the performance and availability of the Service and in enforcing these Terms of Use, NextGem reserves the right to place certain limitations on your access to the Service at any time and for any reason. You acknowledge and agree that this term supersedes any specific offer made by NextGem and that these limitations may be enforced in NextGem’s sole discretion. If you feel that these limitations are interfering with legitimate use of NextGem in keeping with the Terms of Use, you shall refer this concern to NextGem and abide by the determination of NextGem.

30. Assumption of Risk. You assume all risks when using the Service, including without limitation all the risks associated with transacting with other Users for Trading Cards. You agree to take all necessary precautions when interacting with other Users.

31. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL NEXTGEM BE LIABLE TO YOU OR ANY OTHER USER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICE OR NEXTGEM CONTENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF NEXTGEM OR ITS AFFILIATES TO YOU WILL NOT EXCEED $100. IN THE EVENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, NEXTGEM’S OR ITS AFFILIATES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

32. Notice. Any notice or other communication to be given hereunder shall be in writing and given by facsimile, postpaid registered or certified mail, return receipt requested, or electronic mail to the address listed below.

33. Governing Law. These Terms of Use, and all other aspects or use of the Service, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law or conflict of laws rules.

34. Jurisdiction. You agree that the exclusive forum and/or venue for any controversy, claim, suit, injury, harm, loss or damage arising from or in any way related to the use, inability to use or provision of the Service or these Terms of Use shall be any state or federal court in New Castle County, and you hereby submit to the exclusive jurisdiction of those courts for purposes of any such proceeding.

35. General Provisions. These Terms of Use constitute the entire agreement between User and NextGem with respect to the Service. Failure by NextGem to enforce any of these Terms of Use shall not be construed as a waiver of any provision or right. Any provision of these Terms of Use found to be invalid, illegal, or unenforceable shall be severed from the Terms of Use. The remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect.

36. Contact. NextGem may be contacted by email at support@NextGem.com and by phone at 888-405-5953.