Last Updated: 11 MAR 2023

The Invictus Order™ non-fungible tokens (NFTs) are a unique collection of digital images (“Invictus Order™ Artwork”) represented by NFTs minted by the smart contract deployed at the following Ethereum blockchain address: 0xBb9B0568D5C7E57b801E41E645539CC1888CB960 (“Invictus Order™ Smart Contract”). The Invictus Order™ Smart Contract associates each Invictus Order™ NFT with the Invictus Order™ Artwork and is exclusively owned by IRON HILLS LLC (“Iron Hills,” “we,” “our,” or “us”).

These terms (“Terms”) form a binding legal agreement by and between you, the legal owner of an Invictus Order™ NFT, and Iron Hills. The Invictus Order™ NFT is available for minting through the website www.invictusorder.com (“Site”). By acquiring any Invictus Order™ NFT through the Site or from any previous Invictus Order™ NFT owner, you are interacting with the smart contract owned by Iron Hills and agree to be bound by these Terms. Important information, such as notice regarding arbitration and other provisions can be found within these Terms. Moreover, the Terms of Use regarding the use of the Site and how information is collected, processed, and used are incorporated and found at https://www.invictusorder.com/terms and https://www.invictusorder.com/policy respectively.

The Invictus Order™ NFT is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject us to any registration requirement within such jurisdiction or country.

1. Intellectual Property.

1. (a) When you lawfully acquire an Invictus Order™ NFT, you own all personal property rights to the Invictus Order™ NFT, such as the ability to freely sell, transfer, or otherwise dispose of that Invictus Order™ NFT, but you do not own the associated brand, artwork, or any associated intellectual property.
2. (b) Iron Hills grants lawful Invictus Order™ NFT owners a limited, personal, non-exclusive, non-sublicensable license under the Invictus Order™ Artwork's copyright in the Invictus Order™ NFT you own (“License”). Under this License, you can copy, modify, or display the Invictus Order™ Artwork associated solely with your Invictus Order™ NFT for non-commercial, personal use.
3. (c) Under this License, you cannot create, promote, or support any content, material, or speech that is defamatory, obscene, pornographic, abusive, offensive, harassing, violent, racist, discriminatory, or otherwise inappropriate in association with Invictus Order™ Artwork or Invictus Order™ NFT as determined by Iron Hills at its discretion.
4. (d) The scope of the License is worldwide, unless contrary to law and so long as they do not violate any other term referenced within these Terms.
5. (e) The License and the associated Invictus Order™ NFT is not able to be separable in any way, and you may not engage in any activity that purports to do the same.
6. (f) To be clear, our licensors, or third parties who otherwise own the rights, retain all rights to that content. Examples of Iron Hills trademarks include but are not limited to “IRON HILLS,” the Iron Hills logo(s), “INVICTUS ORDER,” and Invictus Order (logo(s)).

2. Disclaimer of Iron Hills Warranties.

1. (a) THIS SITE IS OFFERED “AS IS” TO THE GREATEST EXTENT PROVIDED BY LAW. THE COMPANY IN NO WAY MAKES ANY WARRANTY REGARDING THE USE, OPERATION OR CONTENT OF THE INVICTUS ORDER™ ARTWORK OR THE INVICTUS ORDER™ NFT. THE COMPANY DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states or jurisdictions do not allow the exclusion of implied warranties, conditions or limitations on how long an implied warranty may last, so the above limitations may not apply to you. You may have other rights which vary from state to state or jurisdiction to jurisdiction.
2. (b) We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Invictus Order™ Artwork or Invictus Order™ NFT at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms will be construed to obligate us to maintain and support the Invictus Order™ NFT or to supply any corrections, updates, or releases in connection therewith.

3. Your Representations and Warranties. You represent and warrant the following:

1. (a) You are at least 18 years of age and capable of forming a binding contract with the Company, and not otherwise barred from using the Site under applicable law.
2. (b) You will comply with all applicable law and not knowingly execute a transaction involving the Invictus Order™ Artwork or Invictus Order™ NFT with any person or company that is located in a country or jurisdiction subject to a U.S. government embargo or designated by the U.S. government as a terrorist-supporting country; or listed on any U.S. government list of prohibited or restricted persons or companies. You are not a citizen or resident of any such jurisdiction, nor will you use or interact with the Invictus Order™ Artwork or Invictus Order™ NFT while located in any such jurisdiction.
3. (c) You will only use and interact with any Invictus Order™ Artwork or Invictus Order™ NFT in accordance with these terms.
4. (d) You are not acquiring the Invictus Order™ NFT as an investment and have no expectation of economic benefit or profit as a holder of Invictus Order™ NFT.
5. (e) You understand that you will not acquire any equity or other ownership or legal interest in Iron Hills by virtue of owning Invictus Order™ NFT.
6. (f) You will not portray the Invictus Order™ NFT as an investment or an opportunity to obtain an economic benefit or profit.
7. (g) You have an adequate understanding of the functionality and characteristics of the Invictus Order™ NFT.
8. (h) You will not use the Invictus Order™ NFT for any illegal purpose or for any kind of wagering, betting, or gambling.

4. Assumption of Risk. You accept and acknowledge:

1. (a) The regulatory regime governing blockchain technologies remains uncertain, and new regulations, law, or policy may materially and adversely affect the Invictus Order™ NFT and its related smart contract. It is your responsibility to familiarize yourself with the risks involved with NFTs, their protocols, and networks.
2. (b) Iron Hills is not responsible for paying or determining any taxes that may apply to any purchase, sale, or transfer of the Invictus Order™ NFT.
3. (c) The Invictus Order™ NFT exists as an ownership record via the Invictus Order™ Smart Contract on the Ethereum blockchain. Other platforms, systems, or marketplaces may facilitate transactions involving the Invictus Order™ NFT. The Ethereum blockchain and other platforms, systems, or marketplaces are not controlled by Iron Hills and could affect the performance or use of the Invictus Order™ NFT.
4. (d) There may be third-party software involved with acquiring NFTs via the Site, which are not controlled by Iron Hills and could affect the performance or use of the Invictus Order™ NFT.
5. (e) The Invictus Order™ NFT may not be available on all Ethereum-related NFT marketplaces.
6. (f) The Invictus Order™ Artwork is inspired, but not endorsed by, approved by, or affiliated with, the online game, Spiral Knights or Grey Havens, LLC. No interoperability with the online game is available or should be anticipated.

5. Limitation of Liability.

1. (a) To the greatest extent permitted by law, the Company shall not be liable for any loss, risk, or damages (whether direct, indirect, consequential, incidental, or otherwise) resulting from any use of the Site or any Iron Hills goods/services. Additionally, you shall hold Iron Hills harmless from any losses sustained by you or harm caused to you relating to, or resulting in, any way from any third-party content or any contact with third-party websites. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $100.00 USD. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to you.
2. (b) By owning an Invictus Order™ NFT, you acknowledge that the exclusions and limitations of the damages set forth above are essential elements of these Terms between you and Iron Hills.

6. Indemnification. You agree to indemnify, defend, and hold harmless Iron Hills and its officers, employees, agents, shareholders, directors and suppliers against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, resulting out of any violation of these Terms, exercise or attempted exercise of the intellectual property license, actual or alleged violation of applicable law, or any activity related to your use, association, ownership, or display of the Invictus Order™ NFT or Invictus Order™ Artwork (including negligent or wrongful conduct) by you or any other person accessing the Invictus Order™ NFT or Invictus Order™ Artwork with your implied or express consent. Counsel to be used in defense of any claim must be approved by Iron Hills in writing prior to retention of such counsel and if requested, Iron Hills must be allowed to participate in the defense or any settlement or resolution that includes an admission of liability.

7. General Provisions and Dispute Resolution.

1. (a) These Terms and any additional terms posted on the Site constitute the entire agreement between the parties. The Terms are governed and construed in accordance with the laws of the State of Maryland, U.S.A., without any reference to its conflicts of law rules. The governing law and forum are applicable and will apply regardless if you are a resident of a jurisdiction where applicable law prohibits arbitration of disputes.
2. (b) To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations will commence upon written notice from one Party to the other Party. As part of this informal dispute resolution process, you must deliver your written notice via first-class mail to Iron Hills at 10045 Baltimore National Pike Unit A7 #569 Ellicott City, MD 21042 and provide an email copy to contact@ironhills.io.
3. (c) If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively be resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Howard County, Maryland. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
4. (d) If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Howard County, Maryland, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms.
5. (e) In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
6. (f) BOTH PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
7. (g) As limited exceptions to the above, the Parties may both seek to resolve a Dispute in small claims court, if it qualifies and the Parties each retain the right to seek injunctive or other equitable court to prevent/enjoin the infringement or misappropriation of intellectual property rights.

8. Termination/Restrictions.

1. (a) You may terminate these Terms at any time upon the transfer of your Invictus Order™ NFT to a new owner as recorded in the Invictus Order™ Smart Contract.
2. (b) Iron Hills may terminate these Terms if you (1) exceed the scope of the License, (2) infringe on the intellectual property rights of Iron Hills or others in association with Invictus Order™ Artwork or Invictus Order™ NFT; and/or (3) violate the Terms otherwise as determined by Iron Hills.
3. (c) Regardless of who terminates the Terms, upon termination, the License immediately and automatically terminates and you must discontinue any use or display of the Invictus Order™ Artwork and Invictus Order™ NFT. Iron Hills may take steps to prevent unauthorized use of Invictus Order™ Artwork or other Iron Hills owned assets and will have no obligation or liability to you for such actions.

9. Severability. If for any reason a court of competent jurisdiction finds that any provisions, or portion thereof, of these Terms are unenforceable, that provision shall be enforced to the maximum extent permissible by law, and the remainder of these Terms shall continue in full force and effect.

10. Changes To These Terms. Iron Hills, in its sole discretion, reserves the right to change these Terms at any time. Any and all changes will take effect immediately upon posting via the Site.

11. No Waiver. Any failure by Iron Hills to enforce any right or term of these Terms will not be considered a waiver of such right or term. The waiver of any such right or term will be effective only if in writing and signed by a duly authorized representative of Iron Hills. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

12. Questions. Thank you for your review. If you have any questions, please contact us at: contact@ironhills.io.