Effective Date: 8/29/23
These terms of use (“Terms of Use”) are entered into by and between you and Macys.com, LLC (“Macy’s”, “we”, “us”, or “our”). In these Macy’s Web3 Offerings Terms of Use (the “Terms of Use”), “you” and “your” refer to you, the individual accessing or using the Services (as defined below).
These Terms of Use govern your access to and use of our Services. In these Terms of Use, “Services” refers to all of Macy’s web3 services, features, and functionality, and offerings available at mstylelab, together with all content, information, text, data, code, software, graphics, images, logos, audio, and other materials found therein (the “Content”), as well as the design, structure, coordination, expression, “look and feel”, and arrangement of such Content.
These Terms of Use constitute a contract between you and Macy’s.
THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES.
Legal Capacity, Age, and Eligibility
Our Services are intended for a general audience and are not intended by use by minors. By accessing or using our Services, you represent and warrant that: (a) you have the legal capacity to enter into these Terms of Use (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract); and (b) you are at least eighteen (18) years of age.
By using or accessing the Services, you represent and warrant to us that you are: (a) not subject to sanctions, embargoes, export restrictions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority; (b) not located in (or a citizen of) any jurisdiction to which the United States has embargoed goods or has otherwise applied any sanctions; (c) are otherwise authorized to access the Services under applicable law; and (d) will only use the Services for lawful purposes in compliance with applicable law.
Changes to the Terms of Use
Macy’s may update or modify these Terms of Use at any time in our sole discretion, effective immediately upon posting the revised Terms of Use. We may give notice of such updates and modifications by any means, including by posting a revised version of these Terms of Use. Your continued access to or use of the Services after such updates or modifications signifies your acceptance to such updates or modifications.
The version of these Terms of Use posted on each respective date you use the Services will be the Terms of Use applicable to your access to or use of the Services on that date. Our electronically or otherwise properly stored copies of the Terms of Use shall be deemed to be the true, complete, valid, and authentic copy of the version of the Terms of Use that was in force on each respective date you accessed or used the Services.
Ownership of the Services, Access License, and License Restrictions
You understand and agree that Macy’s owns, or (where required, appropriate, or applicable) has been licensed by third parties to use, all right, title, and interest in and to the Services. You acknowledge that the Services are proprietary to Macy’s and are protected by applicable intellectual property and other proprietary rights, laws, and treaties, and that, unless otherwise expressly provided by us in writing, you acquire no ownership interest in any aspect or component of the Services by accessing the Services.
An NFT is a non-fungible token. A Wallet is a digital identity with certain associated features and functionalities. You are responsible for learning and understanding NFT and Wallet technology in advance of acquiring any Macy’s Offering.
All intellectual property and/or other Content associated with the Services in any way (including without limitation all copyrights and trademarks) remains the property of Macy’s and/or other owners of such rights. If you (a) receive any NFT minted and/or offered by Macy’s (a “Macy’s NFT”) or any digital identity or wallet provided by or on behalf of Macy’s in conjunction with the Services (a “Wallet”, and together with Macy’s NFTs, the “Offerings”); and (b) comply with these Terms of Use, then you are granted a limited, personal, non-exclusive, non-sublicensable, revocable license to display that Offering and/or its associated Content for non-commercial purposes.
All other rights of any kind—including without limitation the right to license, commercially exploit, reproduce, distribute (except as otherwise expressly provided herein), or prepare derivative or modified works of any Macy’s Offering and/or any of the Content therein—are expressly reserved and not granted. Receiving any Macy’s Offering does not give you ownership of any Content therein or any associated intellectual property rights other than those expressly licensed herein.
Further, without limiting the breadth of the other restrictions herein, and subject to applicable law, you may not: (i) commercialize any Macy’s Offering, including without limitation in connection with the marketing, advertising, or selling of any third-party product; (ii) modify any Macy’s Offering in any way or combine it with, or embed it into, any digital or other content or media; (iii) use any Macy’s Offering in any manner which infringes upon the intellectual property rights of any person or entity; (iv) use the Macy’s Offering in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of Macy’s or any of its affiliates or subsidiaries, or any individual or entity whose name, image, likeness, trademarks, or copyrighted material appears in connection with or is represented by the Macy’s Offering; or (v) otherwise make use of the Macy’s Offering in any way that we determine in our sole discretion violates our brand or trademark usage standards. You acknowledge and agree that our right to exercise such sole discretion is necessary to restrain the potential misuse of any Macy’s Offering and shall not be diminished or limited by passage of time, your use or disposition of any Macy’s Offering, our failure to exercise such right, the termination of these Terms of Use, or otherwise.
Accordingly, you agree that we may at any time revoke, in whole or in part, the limited license granted herein if we determine in our sole discretion that your use of a Macy’s Offering or the Services violates the restrictions herein or is a use that we otherwise deem unacceptable, including without limitation by requiring you to immediately cease and desist from any such unacceptable usage.
You shall not trade, resell, or otherwise transfer ownership of any such Offering unless that specific Offering is subject to supplemental terms that expressly permit such actions.
Neither Macy’s nor any affiliated persons or entities shall be responsible for any damage or loss of any kind, including but not limited to those incurred in connection with the purchase, sale, or display of any Macy’s NFT. Macy’s has no liability to you or to any third party for any claims or damages for any reason whatsoever, including but not limited to any claims or damages that may arise as a result of any payments or transactions related to Macy’s NFTs that are made to or via any other third party (including third-party marketplaces), or any fraudulent actions or other acts or omissions by any third party.
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on Macy’s net income) now or hereafter claimed or imposed by any governmental authority associated with the purchase, ownership, sale, transfer, or display of any Macy’s NFT.
The value of NFTs is subjective and may fluctuate over time. The purchase, sale, or other transfer of any Macy’s NFT shall occur only when expressly permitted, and is made, accepted, and/or facilitated by any party entirely at that party’s own risk.
You understand and agree that your access and use of the Offerings is further subject to Magic Labs, Inc.’s terms of use and privacy policy.
You understand and agree that, unless otherwise expressly provided in writing by us, no part of the Services and the Offerings are intended or licensed to be used in conjunction with any third-party service or offering, including without limitation any third-party marketplace or wallet application or product, any such use is hereby strictly prohibited, and any violation of this provision is at your own risk, which you fully and voluntarily accept.
Acceptable Use of the Services
Macy’s reserves the right to do any of the following, at any time, without notice or liability: (a) terminate these Terms of Use; (b) refuse, restrict, suspend, discontinue, or terminate operation of or access to or use of the Services, or any portion thereof; (c) modify or change the Services or any portion thereof, and any applicable policies or terms; and (d) interrupt the operation of the Services, or any portion thereof, as necessary to perform maintenance, error correction, or make other changes.
In connection with your access to and use of the Services, you agree you will not (or allow or assist a third party to):
(a)
violate any applicable laws or regulations;
(b)
create, show, sell or purchase digital assets that may be subject to financial regulations, including, but not limited to, digital assets that provide purchasers with rights to an initial coin offering or any securities or derivatives offerings or other regulated financial instruments. Moreover, the creation, show, sale or purchase of fractional or fractionalized NFTs is prohibited. No digital asset fundraising is allowed;
(c)
copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Services;
(d)
access or use the Services for any unlawful, unauthorized, fraudulent or malicious purpose;
(e)
access or use the Services in a manner that could damage, disable, overburden, or impair any of our servers or networks or other users of the Services;
(f)
access or use the Services in a manner that could interfere with any other party’s use and enjoyment of the Services;
(g)
gain unauthorized access to any accounts, systems, or networks through hacking, password mining or any other similar means;
(h)
create a false identity for the purpose of misleading others or impersonate any person or entity, including without limitation any Macy’s representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i)
access systems, networks, data, or information not intended by Macy’s to be made accessible to a user;
(j)
upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
(k)
upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements) or that infringes any intellectual property or proprietary rights of any party;
(l)
upload or transmit viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of the Services;
(m)
upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
(n)
delete or revise any material posted by any other person or entity;
(o)
probe, scan, test the vulnerability of or breach the authentication measures of, the Services or any related networks or systems without the express prior written consent of Macy’s;
(p)
register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any products or services if you are not expressly authorized by such party to do so;
(q)
harvest or otherwise collect information about others, including e-mail addresses;
(r)
use any robot, spider, scraper, or other similar automated or manual means to access the Services, or copy any content, information, or data thereon; or
(s)
access or use the Services in a manner other than for their intended purpose.
Macy’s reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms of Use, including, without limitation, the suspension or termination of your access and/or account. Macy’s reserves the right at all times to disclose any information as Macy’s deems necessary to satisfy the requirements of any applicable law, regulation, legal process or governmental request. You also agree to reimburse Macy’s for any damage, loss, cost, or expense Macy’s incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your access to or use of the Services for any unlawful or prohibited purpose.
Representations and Warranties
You represent and warrant that: (a) all information, data, materials, or other content that you submit to or through the Services are and shall be true, accurate, complete, and suitable for the purpose which they are intended; and (b) your access to or use of the Services shall comply with all applicable laws and regulations.
Accounts, Logins, Passwords, and Security
In order to utilize certain Services, you may need to set up an account (including establishing a login ID and password). You shall update your password at regular intervals, but in no case less frequently than once every six (6) months.
You are entirely responsible for maintaining the confidentiality of your account information, including your login ID and password, and for any and all activity, whether authorized or unauthorized, that occurs under your account. You agree to notify Macy’s immediately upon learning of any unauthorized access or use of your account, login ID, or password or any other unauthorized access or breach of security. However, you may be held liable for losses incurred by Macy’s or any other person or entity due to another person using your account, login ID, or password.
We reserve the right to suspend or terminate your account for any reason without notice.
Submissions and Feedback
Any information, data, communications, or material of any type or nature that you submit to or post via the Services by e-mail, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”) is done at your own risk and without any expectation of privacy. Macy’s is not responsible for any Submissions provided via the Services. You are fully responsible for all Submissions, which must comply with these Terms of Use. You hereby agree that by submitting or posting such Submissions, you grant Macy’s a nonexclusive, unrestricted, irrevocable, worldwide, sublicensable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, display, edit, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any media known or hereinafter developed, such Submissions. You hereby represent and warrant: (a) that you have the full legal right to so use such Submissions; (b) the Submissions are not confidential or proprietary to any third party; and (c) you are not using Submissions in violation of any law, regulation, or contractual restriction.
Macy’s neither actively monitors general access to the Services, nor exercises editorial control over any Submissions. However, Macy’s does reserve the right to monitor such Submissions or other use at any time as it deems appropriate and to remove any Submissions or other materials that, in our sole discretion, may be illegal, may subject Macy’s to liability, may violate these Terms of Use, or are, in the sole discretion of Macy’s, inconsistent with our intended purpose for the Services.
If you choose to submit any feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”), you agree that we are free to use it without any restriction, notice or compensation to you. You hereby irrevocably assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trademark, goodwill, trade secret, know-how, show-how, moral rights and any and all other intellectual property right) that you may have in the Feedback, and agree to provide us any assistance required to document, perfect and maintain our rights in the Feedback. To the extent that moral rights cannot be assigned under applicable law, you hereby waive and agree not to enforce against us, our corporate parents, affiliates, subsidiaries and divisions any and all moral rights, including, without limitation on subsequent modification, to the extent permitted under applicable law.
Disclaimer, Regulatory Compliance, and Applicable Laws
You understand and acknowledge that Macy’s does not provide tax, legal, investment, financial, or any other advice, and that no Content or information made available through our Services constitutes, or should be construed as, such advice. You further understand and acknowledge that in no event will Macy’s be obligated to consummate any transaction it believes would violate any applicable law and that Macy’s may report certain transactions to government authorities to the extent and manner in which it is required to do so by applicable law. You further understand and agree that Macy’s is not responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any applicable law, including any legal order.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
MACY’S AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SERVICES ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE IDENTIFIED OR CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICES. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.
MACY’S PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SERVICES WITHOUT NOTICE. FURTHER, MACY’S ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES. MACY’S SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SERVICES.
Indemnity
You agree to indemnify, defend, and hold harmless Macy’s, its affiliates, shareholders, licensors, licensees, and suppliers, and the officers, directors, employees, agents, contractors, successors, and assigns of each of the foregoing (collectively, “Macy’s Parties”) from and against any loss, damage, liability, claim, demand, cost, or expense (including attorneys’ fees) in connection with, arising out of, or related to: (a) your access to and use of the Services ; (b) any content, data, or information that you submit, post to, or transmit through the Services; (c) your violation of these Terms of Use; and (d) your violation of any applicable law or regulation, or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms of Use.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY OF THE MACY’S PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND/OR THE SERVICES, EVEN IF MACY’S PARTIES WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
WITHOUT LIMITING ANY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IF ANY OF THE MACY’S PARTIES ARE FOUND LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE AND/OR THE SERVICES, THE MACY’S PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL NOT EXCEED USD $100.
Links to the Services
You may not link to the Services without the express prior written consent of Macy’s. You agree that you will promptly remove any link to the Services upon request of Macy’s. In no event will you use any logo or trademark of Macy’s as a link “button”, or in any other manner, without Macy’s express prior written consent.
Disclaimer of Third-Party Information
To the extent that any information, material, or functionality on or in the Services is provided by third-party content providers (“Third-Party Materials”), Macy’s has no editorial control or responsibility over such Third-Party Materials. Therefore, any opinions, statements, products, services or other Third-Party Materials are those of the applicable third party. Macy’s does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with Macy’s.
General
These Terms of Use and any other terms by Macy’s which reference these Terms of Use (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Services. You agree that you shall not contest the admissibility or enforceability of our copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use. Except as expressly provided for herein, these Terms of Use do not confer any rights, remedies, or benefits upon any person or entity other than you and Macy’s. Macy’s may assign its rights and duties under these Terms of Use at any time to any third party without notice. You may not assign these Terms of Use without the express prior written consent of Macy’s. These Terms of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. To the extent any portion of these Terms of Use shall be determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable and to the fullest extent possible consistent with the original intent of the portion modified, and these Terms of Use as so modified will remain in full force and effect. Any waiver of any provisions contained in these Terms of Use by Macy’s shall not be deemed to be a waiver of any other right, term, or provision of these Terms of Use. Any rights not expressly granted herein are reserved. Neither these Terms of Use, nor your access to or your use of the Services, create any partnership, joint venture, employment, or other agency relationship between Macy’s and you. You may not enter into any contract on our behalf or bind us in any way.
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
Dispute Resolution; Class Action Waiver; Governing Law; Claims Limitation
Regardless of your location, these Terms of Use and all matters and disputes arising in respect thereof shall be governed exclusively by the law of the State of New York, without regard to its conflicts of law principles and excluding NYCPLR §202 concerning statutes of limitations. You agree that any dispute, legal action, lawsuit, controversy, or claim of any nature (whether based on contract, tort, common law, statute, equity, or any other basis) arising out of or relating to these Terms of Use, the Services, or any aspect of the relationship between you and Macy’s (collectively, a “Dispute”), shall be adjudicated exclusively by a state or federal court located within New York County, New York and having jurisdiction over the matter. You hereby consent and submit to personal jurisdiction and venue in such courts for all Disputes and waive all objections and challenges to such personal jurisdiction and venue, including any objection based on the inconvenience of the forum.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AGREE THAT YOU SHALL ADJUDICATE ANY DISPUTE SOLELY IN YOUR INDIVIDUAL CAPACITY, AND YOU HEREBY VOLUNTARILY AND IRREVOCABLY WAIVE YOUR RIGHT TO ADJUDICATE ANY DISPUTE WITH MACY’S AS A MEMBER OR REPRESENTATIVE OF ANY CLASS OR COLLECTIVE ACTION.
YOU FURTHER AGREE THAT NEITHER YOU NOR MACY’S SHALL HAVE THE RIGHT TO RECOVER PUNITIVE OR EXEMPLARY DAMAGES IN ANY DISPUTE, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AUTHORIZED BY STATUTE, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK ANY SUCH DAMAGES IN ANY DISPUTE.
Contact Us
Macy’s welcomes any comments, questions, or other Feedback you may have regarding these Terms of Use and/or the Services. Please contact us with your Feedback at mstylelab@macys.com.