DATA PRIVACY POLICY

Your privacy is important to us. This Data Privacy Policy (“Policy”) applies to personal information that is collected by Underdog Club, LLC (“Underdog Club”) and explains our data privacy practices related to collection, usage, and sharing of your personal information.

This Policy applies to the personal information we collect when you visit, purchase from, or otherwise interact with Underdog Club using (i) this website and other websites owned by Underdog Club, and the services available through our website (together “Sites”), (ii) mobile apps and social media properties, (iii) events, marketing and business development activities, (iv) business communications, including purchases (online or offline), and (v) blockchain or other internet transactions. Collectively, the above will be referred to as “Services.”

What information is collected or may be collected:

• Name, address, telephone, email – via contact form
• Social media handles/profile names
• Payment information, cc numbers, metamask, bitcoin or eth or other address
• Cookies – data files placed on visitors device including anonymous unique identifiers
• Log Files related to actions take on site, including IP, browser type, internet provider, referring pages, date/time
• Web beacons, tags, etc. related to site browsing

Personal Information we may collect

• Name, billing/shipping address, telephone, email or other contact information collected directly from you when you complete a Contact Us form, make purchases, sign up for mailing lists, register for events, or submit information as part of certain online services, or interact with us on social media.
• Payment information such as credit card numbers, crypto currency addresses and other available information through your wallets, devices, and transaction registrations.
• Website related information such as cookies, log files, pixel tags, local storage objects and other tracking technologies to collected when users access our Sites or use Services. This may include IP addresses, general location information, domain names, page views, data/time stamps, browser type, device type, OS, ISP, referring IRL’s, or other information about pages visited on our Sites.

Use of Personal Information

• We use the collected personal information in order to provide Services, interact with you in a meaningful and personal manner, conduct administration of our business, screen for and prevent fraud, provide you with information or advertising related to our Services, comply with legal process or regulatory requirements (or as otherwise required by law), and improve our Sites through analytics.
• By interacting with us or using our Services, you give consent for us to communicate with you using email, direct contact, or social media platforms. If you do not wish for us to communicate with you some or all of your Services may be impacted. Please contact us at LEGAL@UNDERDOGCLUB.COM to notify us of your desire to opt out of future communications.

Sharing of Personal Information

• We will not sell, rent, give away, or license your personal information, nor will we share it with third parties, outside of Underdog Club, for their own marketing purposes.
• Personal information may be shared with third party service providers that provide services to us or to whom we outsource certain services, such as but not limited to website or data hosting companies, credit card processors, and crypto exchanges/wallet providers. The privacy and data policies of these third parties govern the submission, collection and use of your personal information by these third parties.
• Personal information may be shared (i) with our professional advisors, such as lawyers and accountants, (ii) to comply with applicable laws and regulations, and (iii) as part of an actual or potential merger, sale, transfer of assets, acquisition or restructuring.

Miscellaneous

• Our Sites may contain links to other websites. Please consult other website’ privacy notices as we have no control over information that is submitted to, collected by or used by these third parties.
• We do not disable or alter our Sites’ data collection and use practices when we see a DO NOT Track signal from your browser.
• Your personal information will be retained by us to provide Services to you and for general operation of our business. If you would like for your personal information data to be deleted, please contact us at LEGAL@UNDERDOGCLUB.COM.
• The use of our Service and conduct of our business requires that you are of legal age and capable of entering into a contractual relationship such as making purchases and other use of Services. Our Services are not targeted or intended to be used by persons under the age of 18. No one under the age of 18 may provide any personal information via our Sites.
• We employ security measures to prevent unauthorized access to information that we collect, however, we cannot guarantee the security of your personal information. Any transmission of personal information is at your own risk.
• For additional information regarding our Policy, please contact us at LEGAL@UNDERDOGCLUB.COM.
• We reserve the right to revise this Policy or any party of it from time to time. It is your responsibility to review this Policy periodically for changes. If you do not agree with the Policies herein, you must discontinue using the Sites and Services. Your continued use indicates your agreement to the Policy.

TRADEMARK

UNDERDOG CLUB is a trademark of Underdog Club, LLC. (USPTO trademark application pending). All Rights Reserved. Logos and names, other than those belonging to Underdog Club, Inc., are registered trademarks of their respective owners. The contents of this website and linked/embedded documents, unless otherwise identified, are copyright of Underdog Club, LLC. ©Underdog Club, LLC. 2022

TERMS & CONDITIONS

These Terms and Conditions (collectively “Terms”) apply to any access or use of the Sites or Services of Underdog Club, LLC (“Underdog Club”). By using our Services, you agree to these Terms as they are stated herein and acknowledge that these terms and conditions constitute a legally binding agreement between You and Underdog Club governing the purchase and ownership of digital artwork (“NFT Artwork”) and participation in Underdog Club classes, meetings, seminars, and other events. NFT Artwork is included in the Services referenced hereunder.

1. You must be 18 years of age and legally capable of entering into a binding contractual relationship to use our Sites and Services. Do not use the Sites and our Services if you are prohibited from doing so by law.
2. “NFT Artwork” is defined as any art, image, logos, graphics, designs, and drawings that are associated with the NFT (“non-fungible token on blockchain”) owned by you for which you acquire a License to Use.
3. Some or all of these Terms and Conditions will be embedded, included, programmed, coded or otherwise part of the NFT and NFT Artwork smart contract to be executed and effective on the blockchain. These Terms and Conditions shall be effective even if the marketplace or platform facilitating the transaction does not recognize or support the execution of the smart contract terms. Off Chain (outside of blockchain) transactions and transfers are subject to the same Terms and Conditions stated herein.
4. Underdog Club owns the copyright to the NFT Artwork sold by Underdog Club. The rights You have in and to the License to Use the NFT Artwork is limited to those expressly stated herein for as long as you own the NFT Artwork. Once ownership of the NFT Artwork is transferred, any and all License to Use rights transfer with the NFT Artwork.
5. All purchases of the NFT Artwork are non-refundable. Once you receive the NFT Artwork it is your decision to use or exercise, or not, the rights under the License to Use. Underdog Club does not make any guarantees, representations, or warranties about commerciality, ability to sell or trade, any current or future value or other use of the NFT Artwork.
6. You are solely responsible for the management, safety, security and access to your own wallet used to purchase, store, and transfer the NFT Artwork. Underdog Club has no ability to reverse, return, cancel or modify any transfers of the NFT Artwork once it is made from your wallet.
7. License to Use. Subject to the terms of this License to Use, including restrictions set forth below, for as long as you own the NFT Artwork, You are granted this limited worldwide personal and commercial use and resale license to personally use and commercially exploit, license, reproduce, distribute, create physical prints or other items, make derivative works, and display the NFT Artwork. This means you can monetize the NFT Artwork subject to the License to Use terms by, as an example, using and displaying the NFT Artwork on clothing, household or commercial products, websites, services, games and other branding.

In the event the total revenue from your commercial use of the NFT Artwork and License to Use exceeds $1,000,000 (USD) (“Revenue Limit”), you agree to notify Underdog Club of the same within thirty (30) days. Underdog Club shall be entitled to and receive three percent (3%) royalty of any amount exceeding the Revenue Limit within ninety (90) days of the end of each calendar year (“Royalty Payment”). The Royalty Payment made each year shall be accompanied with a verified statement, in a form approved by Underdog Club, stating the amount of revenue received in that year which exceeded the Revenue Limit, and summarizing the commercial activities giving rise to such revenue. For clarification purposes, the Revenue Limit is not an annual Revenue Limit. All revenue received following the first $1,000,000 (US) is subject to the annual Royalty Payment. Failure to make timely Royalty Payments will result in such Royalty Payments accruing late fees and penalties to the maximum extent permitted by law, but not to exceed two percent (2%) per month.

Except as provided herein, there are no other license rights, whether express or implied.

Underdog Club retains all other rights, copyrights, intellectual property rights, title and interests.

1. You may not use the trademark “Underdog Club” without express permission from Underdog Club.
2. You agree that you may not, nor permit others, to use your NFT Artwork in connection with images, videos, reproductions, derivative work or other forms of media that depicts hatred, intolerance, violence, pornography, cruelty, hate speech, or discrimination based on race, national origin, religion, gender, ethnicity, age, disability, medical conditions or skin color.
3. You may not, nor permit others, to use the NFT Artwork to infringe on intellectual rights, including copyrights of other Underdog Club NFT Artwork owners or 3rd parties.
4. You may not, nor permit others, to use the NFT Artwork to imply an endorsement of any business, service, product, statements by Underdog Club.
5. Any modified or derivative work that incorporates all or part of the NFT Artwork is subject to License to Use terms and other Terms and Conditions stated herein.
6. The License to Use will terminate automatically if you breach any of the Terms and Conditions, including License to Use terms or restrictions. Upon termination of the License to Use, all of your rights to use, utilize, or otherwise engage with the NFT Artwork shall terminate.
7. Transfers of NFT Artwork is permitted to third parties provided:
   1. Transfer is performed through a marketplace or platform that cryptographically verifies ownership and is capable of transferring the same via verified cryptography transactions and records.
   2. Transfer complies with the terms and conditions of such marketplace or platform and any applicable law or regulation.
   3. The Terms and Conditions, including the License to Use, are provided in written form to the transferee, are transferred to, and are accepted by the transferee.
   4. Your use and other utilization of the NFT Artwork, including your rights under the License to Use are terminated upon the transfer.
   5. Any transfer of the NFT Artwork is subject to a resale fee of 10% of the total amount paid by the transferee (without any deductions of any kind, including transaction fees, platform or marketplace fees, gas fees, or other fees). The smart contract embedded and incorporated into the NFT Artwork shall not be modified to avoid or reduce this resale fee.

8. THE NFT ARTWORK IS NOT A “SECURITY” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
9. Warranties. The usage of Sites and Services is provided “As Is”, without warranties or guarantees of any kind, including implied warranties of merchantability or fitness for a particular purpose. The Site and Services may be interrupted or made unavailable, and we do not make any warranties or guarantees that the Site or Services will be secure or error free.
10. Limitation of Liability. At no time will Underdog Club, to the maximum extent permitted by law, will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, loss of business opportunity, lost savings, lost business, loss of data, loss of good will, service interruptions, computer damages, system failures or cost of substitute or replacement services or goods of any kind arising out of, or in any way connected, or related to the Terms, Sites, Services, or NFT Artwork, or use or expected use, or inability of use, thereof (collectively “Limitation”), whether based on contract, tort (including negligence or gross negligence), warranty, product liability or any other legal theory, and whether or not Underdog Club has been informed, warned, or made aware of the possibility of such damages. To the maximum extent permitted by law, in no event shall the total liability of Underdog Club arising out of, in connection with, or related to these Terms, Sites or Services, NFT Artwork or inability to use the same, and under any legal theory or claim, exceed $250.00 per individual, company, organization or other entity bringing any such claim, demand, suit, or proceeding. This Limitation of Liability is a fundamental element and part of the bargain between you and Underdog Club. Underdog Club will not have responsibility or liability, and you hereby waive any and all claims against Underdog Club and any of its officers, directors, employees, agents, and attorneys, arising out of or in connection with (i) any blockchain or related technology, (ii) any digital wallet or similar technology or service, (iii) transfer or loss of the NFT or NFT Artwork, (iv) ability or inability to demonstrate ownership, possession or control of the NFT Artwork or NFT Artworik, (v) any third-party platform or marketplace used for purposes of buying, selling or transferring the NFT or NFT Artwork, (vi) any computer or computer network, server, device, storage or communication service or platform used by You related to the NFT or NFT Artwork.
11. Indemnification. By agreeing to these Terms, you agree to indemnify Underdog Club, and any of its officers, directors, employees, agents, and attorneys, and hold all of them harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including without limitation, reasonable attorney’s fees (collectively “Claims”), arising out of or in any way related to (i) your access or use of the Site and Services, (ii) your ownership or transfer of the NFT Artwork, including exercise of any license rights granted to you, and (iii) any of your violation of these Terms.
12. Governing Law and Jurisdiction. These Terms and any action or claim related or arising therefrom shall be governed by the laws of the State of Maryland, without regard to its conflict of laws provisions. The exclusive jurisdiction for any Claims (as defined above) shall be in State or Federal Courts located in the State of Maryland. You and Underdog Club hereby waive any and all objections to jurisdiction, venue, and applicable law in such courts.
13. Relationship with Third Parties. The Site or Services may provide or allow access to a third-party website or resources in order to facilitate or complete the Services or provide information. This access is provided as a convenience and Underdog Club is not responsible for the content, products or services provided by or available on these third-party websites or resources.
14. Termination of Access and Use of Services. Underdog Club retains absolute rights to suspend or Terminate your access to the Sites and Services, at our sole discretion, at any time and without notice to you. Availability of our Sites or Services at any time, does not guarantee future availability.
15. Entire Agreement. These Terms constitute the entire and exclusive contractual understanding and agreement between you and Underdog Club regarding the Sites and Services. These Terms supersede any and all prior written or oral understandings or agreements. If any provision is held to be unenforceable by law, that provision shall be enforced to the maximum extent allowed by law and other terms shall remain in full force and effect. You may not transfer or assign your agreement to these terms without express written permission from Underdog Club. Any notices required or related to these Terms shall be deemed posted and delivered when they are posted to the Sites. These Terms and Conditions do not create any partnership, joint venture, agency or partial or full ownership of any interest in Underdog Club. These Terms and Conditions may not be assigned, transferred or otherwise disposed of by You, and any purported assignment, transfer, or disposition shall be null and void.
16. Enforcement/Waiver of Rights. Underdog Club’s failure to enforce any of the rights or provisions of these Terms shall not be interpreted or constitute as a waiver of such or any other right or provision.
17. Jurisdiction. These Terms and Conditions shall be construed in accordance with the laws of the State of Maryland, and without regard to conflicts of laws principals to the contrary. All disputes arising out of or related to these Terms and Conditions, including License to Use, or other matters between Underdog Club and You shall be brought and tried solely and exclusively in the state or federal courts located in the State of Maryland. You hereby consent to exclusive jurisdiction of and in the state of Maryland and waive any defenses of burden or of forum non conveniens.
18. Class Action. BY AGREEING TO THESE TERMS, YOU AND UNDERDOG CLUB AGREE THAT NEITHER SHALL, AT ANY TIME, BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER OF ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. ANY CLAIMS, SUBJECT TO THE LIMITATIONS OF LIABILITY AND INDEMNIFICATION PROVISIONS ABOVE, SHALL BE BROUGHT ONLY IN INDIVIDUAL CAPACITY.
19. Jury Trial. YOU AND UNDERDOG CLUB HEREBY IRREVOCABLY, ABSOLUTELY, UNCONDITIONALLY, AND KNOWINGLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO HAVE TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR SERVICES.
20. General Terms. Underdog Club reserves the right to revise these Terms and Conditions or any part of them, from time to time, based on its sole discretion. It is Your responsibility to review the Terms and Conditions periodically for changes. If you do not agree to the Terms and Conditions, as amended by us, you must discontinue the use of our Sites and Services. For inquiries regarding our Terms and Conditions, please contact us at LEGAL@UNDERDOGBLUB.COM.