These terms and conditions shall govern the relationship between the user (“you” or “User”), whether personally or on behalf of an entity, and RAVE.SPACE GmbH, domiciled in Berlin, Germany (“the Company”; “we") concerning your purchase and use of a non-fungible token (“NFT”) from the Musee Dezentral Project (“the Project”).
The Project is technically set-up through a distributed application that runs on the Ethereum network, using specially developed smart contracts (each, a “Smart Contract”) to enable you to purchase the Project’s NFTs via the websitehttps://musee-dezentral.com/ (the “Site”). The Smart Contracts and the Site are collectively referred to in these terms as the “App”.
The company operates a virtual digital museum and offers 222 exclusive picture frames for sale as NFTs. Customers who purchase a picture frame are provided with the opportunity to display digital art in the form of an NFT within this picture frame. This NFT can be imported into the picture frame via wallet address for display in the museum. In addition, according to SmartContract, the owner of the picture frame has the option of renting out the NFT space within it. Since the picture frame is mined as an ERC721 token, it can be further traded on a secondary marketplace, such as Open Sea.
Copyright protected or immoral content will be made unrecognizable and thus not displayed. Thus, we reserve the right to take such measures and is accepted by customers.
The Company launched a digital frame collection displayed in a digital, virtual museum on top of the Ethereum network consisting of a limited number of unique and algorithmically amended frames. Each frame respectively certain rights related to it, are represented by an NFT.
You can access the App via any web browser using the URLhttps://musee-dezentral.com/ and an electronic Ethereum wallet compatible with the NFT-standard on the Ethereum network, such as the MetaMask wallet. You will not be able to engage in any transactions on the App other than through MetaMask, or other Ethereum-compatible browsers.
Transactions on the App are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, Google Chrome, the Ethereum network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We do not cover the transaction fee of the Ethereum network (“Gas Fee”) and will not be liable for the acts or omissions of any third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties.
The actual NFT Frame is too large to store on the blockchain, so we took a hash of the composite image of all NFTs and embedded it into the Smart Contract. We use IPFS to store the actual NFT Frame. We will support such storage until at least December 31, 2031. You are responsible for downloading your NFT Frame on or before December 31, 2031, date after which we may not longer support the storage of the actual NFT Frame.
You are solely responsible for your MetaMask wallet (and other Ethereum wallets) and the private key to access it.
The picture frames are assigned to fixed price categories. (Link). After the customer has selected a price category, he is randomly assigned a picture frame (service chain link) from the corresponding category. Thus, customers have no right to a specific frame within the respective price category.
The NFT will be allocated to a Buyer in a random manner.
By transferring the applicable sale price as set forth on the Site (“Sale Price”) in ETH to the Smart Contract, the NFT sale transaction between you and the Company is concluded. The Smart Contract receiving the Sale Price will record the transaction and allocate the NFT to the Ethereum wallet address from which the Buyer has interacted with the Smart Contract. Within approx. 48 hours after the Settlement Price has been determined, the Smart Contract will settle the payment transaction based on the Settlement Price and the Sale Price with the Buyers. The sales will principally continue until all NFTs have been sold. However, we reserve the right to terminate the offer anytime for any reason whatsoever, or for no reason, without prior notice.
NFTs can solely be purchased with ETH. If you decide to purchase an NFT, any financial transaction will be conducted solely through the Ethereum network. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the Company will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network. Ethereum requires the payment of a Gas Fee for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. We do not cover your Gas Fee of the Ethereum network, i.e. you will need to pay a Gas Fee for each transaction that occurs via the App. The Gas Fee does not go to us and we have no control over its pricing.
All paid prices exclude any possible duties or charges or Gas Fees. You will be solely responsible to pay any and all sales, use, value-added and other taxes, Gas Fees, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership of an NFT). Except for income and net-wealth taxes levied on the Company, you
● will pay or reimburse us for all national, federal, state, regional, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, regional, local or any other taxing jurisdiction;
● shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
For the purposes of this Section 5, the following capitalized terms will have the following meanings:
“Own” / “Ownership of NFT” means, with respect to an NFT, an NFT that you hold because you have purchased or otherwise rightfully obtained from a legitimate source, e.g. an official third-party marketplace like opensea.io, where proof of such purchase is recorded on the Ethereum network.
“Purchased NFT” means an NFT that you Own.
By purchasing an NFT in accordance with these Terms, you own the respective NFT. This means that you have full property rights and may swap your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Ethereum Network.
5.2 Rights related to App
We Own the App. You acknowledge and agree that we remain owner of all legal rights, titles and interests in and to all elements of the App, and all intellectual property rights therein and/or connected thereto (including, without limitation, all Frame / Frame, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App [collectively, the “App Materials”]). You acknowledge that the App Materials may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All App Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the App Materials are proprietary to us or our licensors.
No User License or Ownership of App Materials and Acknowledgements. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other App Materials that you may access on or through the App. We reserve all rights in and to the App Materials that are not expressly granted to you in these Terms.
You understand and agree:
● that your purchase of an NFT, whether via the App or otherwise, does not give you any rights or licenses in or to the App Materials (including, without limitation, our copyright in and to the associated Frame) other than those expressly contained in these Terms;
● that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the App Materials (including, without limitation, any Frame) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and
● that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion. Notwithstanding the foregoing, the Company reserves the right to use and display the Frame on the Website and/or use or publish the Frame by any means for the Project (e.g., for exhibition purposes).
User License to Frame. Subject to the Ownership of the NFT and compliance with these Terms, we grant you a worldwide, non-exclusive, transferable (only together with a transfer of the respective NFT, otherwise non-transferable), royalty-free license to use, copy, and display the Frame represented by your Purchased NFT or the NFT that you Own, solely for the following purposes:
● to use, reproduce, archive, modify and display the Frame in any physical or digital medium, existing or future, in a strictly private setting and only for personal and non-commercial use;
● as part of reselling the NFT, on any existing or future physical or digital media, your own or a third-party website or application including social networks, physical and online museums and galleries, metaverse or any other marketplace (collectively “Marketplace”) that permits the purchase and sale of your Purchased NFT, provided that the Marketplace cryptographically verifies each NFT-owner’s rights to display the Frame of their Purchased NFT to ensure that only the actual owner can display the Frame and provided that the Frame is no longer visible once you leave the Marketplace; or
● to display the Frame, digitally or as a physical print, as part of a public exposition in a non-commercial context, such as in a museum.
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in this section will immediately terminate with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Frame for that NFT. In such case, the rights set forth in this Section 5.3 will be automatically with the new legitimate owner of the NFT.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case:
● modifyof your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;
● use of your Purchased NFT to advertise, market, or sell any third-party product or service;
● use of your Purchased NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
● useof your Purchased NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use;
● sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of your Purchased NFT;
● attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or of your Purchased NFT; or
● otherwise utilize of your Purchased NFT for your or any third-party’s commercial benefit.
User Warranties. You warrant and agree that your use of the App will not (and will not allow any third party to) in any manner involve:
● the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
● the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
● the uploading, posting, transmitting or otherwise making available through the App any content that infringes our intellectual proprietary rights or of any Third-Party IP;
● using the App to violate the legal rights (such as rights of privacy and publicity) of others;
● engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
● interfering with other users’ enjoyment of the App;
● exploiting the App for any unauthorized commercial purpose;
● modifying, adapting, translating, or reverse engineering any portion of the App;
● removing any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;
● reformatting or framing any portion of the App;
● displaying any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights;
● using any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;
● accessing or using the App for the purpose of creating a product or service that is competitive with any of our products or services;
● abusing, harassing, or threatening another user of the App or any of our authorized representatives or customer service personnel (including, without limitation, sending excessive emails or support tickets, if applicable, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or
● using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the App or any of our authorized representatives or customer service personnel
Effect of Your Breaches. The prohibited activities are not tolerated. We may immediately terminate your access to the App and block your further usage of the App if you breach your warranty regarding any of the above-mentioned prohibited activities. If you breach your warranty regarding the below-mentioned prohibited activities, we additionally reserve the right to, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, deem any transaction that took place via or as the result of such activities to be void ex tunc/ab initio; and/or to immediately confiscate any NFTs that were purchased or acquired as the result of such prohibited activities that are enumerated in the following.
You warrant and agree that your use of the App will not (and will not allow any third-party to) in any manner involve:
● the impersonation of another person (via the use of another person’s IP, Ethereum wallet or otherwise);
● using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
● using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the App;
● acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else);
● the wrongful seizure or receipt of any NFTs.
You are responsible for your Ethereum wallet (such as MetaMask) and the private key to access it.
You expressly understand and agree that your access to and use of the App is at your sole risk, and that the App is provided "as is" and "as available" without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the App and any part of it, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our parent, subsidiaries, affiliates, and licensors do not represent or warrant to you that:
● your access to or use of the App will meet your requirements;
● your access to or use of the App or the NFT Frame Piece will be uninterrupted, timely, secure or free from error;
● usage data provided through the App will be accurate;
● the App or any content, services, or features made available on or through the App are free of viruses or other harmful components; or
● that any data that you disclose when you use the App will be secure;
● your NFT and ETH on the Smart Contract are immune to theft or loss.
Please be aware that some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.The technology used for the sale of the NFT, in particular the App and the underlying smart contract system and the connected user interface, as well as technical concepts and theories have been tested in accordance WITH state of the art security testing procedures. However, you are aware, understand and accept that software may always contain bugs and/or not operate error-free and that there is no warranty that the process for purchasing NFT and interacting with the APP will be uninterrupted or error-free and that there remains an inherent risk that the App, the software and related technologies could BE EXPOSED TO ATTACKS BY HACKERS OR OTHER INDIVIDUALS and COULD contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the ETH transferred to the smart contracts and/or the NFT.
You understand and accepts that the Ethereum blockchain used for the NFT sale could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm. Any successful attack presents a risk to the expected proper execution and sequencing of transactions related to the APP and the expected proper execution and sequencing of smart contract computations, which may lead to the loss of the ETH transferred to the App and/or the NFT.
You therefore accept the inherent security risks of providing information and dealing online over the internet and/or interacting with smart contracts and blockchain technology. Accordingly, you acknowledge that we have no liability or responsibility for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum network, or your electronic wallet, including but not limited to any losses, damages or claims arising from:
● user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions;
● server failure or data loss;
● corrupted wallet files; or
● unauthorized access or activities by third-parties, including, but not limited to, the use of viruses, phishing, brute-forcing or other means of attack against the App, the Ethereum network, or any electronic wallet.
NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the Ethereum network. All Smart Contracts are conducted and occur on the decentralized ledger within the Ethereum network. We make no guarantees or promises with respect to Smart Contracts and you acknowledge that the connection between your NFT and the associated NFT Frame Piece may be subject to change as specified in the Smart Contract, which may lead to your NFT representing a new or amended NFT Frame Piece.
We are not responsible for losses due to blockchains or any other features of the Ethereum network, or any electronic wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.
PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF THE COMPANY’S LIABILITY IN CONNECTION WITH THE SALE OF THE NFT.
The Company’s liability under this Agreement is limited to the extent permissible under German law, i.e. limited under any title to damages caused by willful intent or gross negligence.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets such as your Purchased NFT have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. We cannot guarantee that any NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Project ecosystem may materially impact the value and desirability of any particular NFT.
Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.
Use of Blockchain. The App does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of NFTs occurs within the supporting blockchain in the Ethereum network, and not on the App.
Storage of the NFT: You accept the risks associated with storage of the NFT by IPFS and accept that we are not responsible and cannot be held liable for any downtime or any other issues including total loss of your NFT due to faulty functioning of IPFS as well as of other data storage and/or data access and hosting systems provided by third parties for whichever reason, including hacking or any other kind of third party attacks.
Inherent Risks with Cryptocurrency as Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Project’s ecosystem, and therefore the potential utility or value of your NFTs.
Software Risks. Upgrades to the Ethereum network, a hard fork in the Ethereum network, or a change in how transactions are confirmed on the Ethereum network may have unintended, adverse effects on all blockchains using the Ethereum network’s NFT standard, including the Project’s ecosystem.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to:
● your breach of these Terms;
● your misuse of the App; or
● your violation of applicable laws, rules or regulations in connection with your access to or use of the App.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
The App may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event[s]”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
You affirm that you are over the age of 18. The App is not intended for individuals under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to ban your access to the App. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App.
All claims and disputes within the scope of these Terms must be litigated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one customer or Buyer cannot be consolidated with those of any other customer or Buyer.
These Terms and all claims relating to or arising out of this agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by German Law, excluding German choice-of-law principles as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute, controversy or claim arising out of, or in relation to, this agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the court of Berlin, Germany.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you
Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by postings on the Site.
Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.