Heir Labs, Inc
Terms of Service
Last updated: April 11, 2023
This website is operated by Heir Labs, Inc. (“Heir Labs”). Throughout the site, the terms “we”, “us” and “our” refer to Heir Labs. Heir Labs offers this website, including all information, tools and services available from this site to you on all subdomains, subscription platforms, social media platforms, and mobile applications (collectively, the “Site”), the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
Please read these Terms carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.
Any new features, tools, or applications which are added to the current Site shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Site. We also reserve the right to modify or terminate any special offers at any time and to revoke special offers at our direction for any reason or no reason whatsoever. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.
1. BASIC TERMS
By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
You may use the Service only if you are at least 13 years of age. We do not knowingly market or sell products or services for purchase by children. You may buy products or services from Heir Labs only if you are legally capable of forming a binding contract with Heir Labs (or if you are over 13 years old but under 18 years old, with the consent and involvement of a parent or guardian) and are able to abide by and comply with these Terms, and are not a person barred from receiving the Service under the laws of the United States or any other applicable jurisdiction. By using this Service, you represent and warrant that you meet these requirements. If you do not meet these requirements, you must not access or use the Site or the Service.
You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You may not use the Service or our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
2. YOUR LICENSE TO USE THE SERVICE
Heir Labs gives you a personal, worldwide, royalty-free, revocable, non-sub-licensable, non-assignable and non-exclusive license to use the Services (which will include future updates made available to you from time to time provided that you understand that such updates may be subject to additional terms notified to you at the time that such update is made available), subject to these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Heir Labs, in the manner permitted by these Terms.
The rights to use the Service are licensed, not sold, to you. Except to the extent permitted by applicable law, you may not copy, reproduce, republish, disassemble, decompile, reverse engineer, adapt, alter, edit, re-position, rebrand, change, distribute, lend, hire, sub-license, rent, or make a derivative work from the software in the Service.
The intellectual property rights in all software and content (including videos, photographic images, other graphics, and User Submissions as defined below) made available to you on or through the Service are and shall remain the property of Heir Labs and/or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Heir Labs and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce in any format any of the content or copies of the content supplied to you or which appears on the Service nor may you use any such content in connection with any business or commercial enterprise.
3. CONTENT YOU GENERATE
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
By submitting User Submissions through the Services, you hereby do and shall grant Heir Labs a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this Site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
4. MAKING A PURCHASE THROUGH THE SERVICE
We may advertise or offer products, services, or other opportunities (each, a “Product”) through the Service. If you wish to purchase Products (including but not limited to NFTs, Tokens, subscriptions, and interactive experiences), you will be asked to supply certain information, including but not limited to credit card or other payment information. You warrant that all information that you provide to us will be accurate, complete and current. You agree to pay all charges incurred by you or any other user of any credit card or other payment mechanism issued to you, including without limitation any applicable taxes and shipping, handling and processing charges, if any, relating to such purchases and transactions. We will charge your credit card when you place your order. Credit card orders for physical items shipped to a location other than your billing address may require additional verification. We will collect sales on orders shipped to jurisdictions where we are required to collect such taxes. All prices are quoted in U.S. currency and all orders must be transacted in U.S. currency.
We only sell Products to individuals who can purchase with a permitted payment method. We only ship physical items to the United States.
We make no promise that Products offered through the Service are appropriate or available for use outside of the United States. Accessing the Service from territories where its contents are unlawful is prohibited. It is your responsibility to ascertain and obey all applicable laws and regulations with respect to the purchase, possession and use of any Product ordered through the Service.
We do not investigate and cannot and do not guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Products.
5. ORDER ACCEPTANCE POLICY
The advertisement of any Product through the Service does not constitute an offer to sell. When you place an order through the Service, you make an offer to buy the relevant Product(s). Your order or your receipt of an electronic or other form of order confirmation does not constitute our acceptance of your order. We reserve the right at any time after receipt of your order to accept or decline your order. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any Product. All orders placed are subject to additional credit verification. We may also require additional verifications or information before shipping any order, as determined by us in our sole discretion.
6. ORDER LIMITATION POLICY
Given the popularity of some Products, we reserve the right to limit the quantities of items that can be purchased.
7. PRICING AND AVAILABILITY; BLOCKCHAIN ASSETS
All prices and availability of Products are subject to change without notice. The price and liquidity of blockchain assets sold by Heir Labs, including NFTs and Tokens (“Blockchain Assets”), are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Blockchain Assets, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Blockchain Assets. Blockchain Assets are not legal tender and are not backed by any government. Transactions in Blockchain Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Blockchain Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of Blockchain Assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Blockchain Assets, which may result in the potential for permanent and total loss of value of a particular Blockchain Asset should the market for that Blockchain Asset disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Blockchain Assets, including the suitability and appropriateness of a purchase of Blockchain Assets. You represent and warrant that you are knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies, including without limitation NFTs and Tokens. You have conducted your own thorough independent investigation and analysis of the Site, the blockchain(s), NFTs, Tokens, and other Blockchain Assets and Products offered by Heir Labs and have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Heir Labs in connection therewith, except as expressly set forth by us in these Terms.
You agree and understand that you access and use this Site at your own risk; however, the statements made herein do not disclose all of the risks associated with Blockchain Assets and other digital assets. You hereby acknowledge that certain data, the Blockchain Assets, cryptocurrency, and other digital assets may incur losses, including without limitation, due to (i) errors or malfunctions of the Services or the Site or other third-party equipment, network, software and/or services, (ii) actions or omissions by you or third parties, including the transfer, loss, or inability to demonstrate control of any Blockchain Asset, and (iii) hacking, theft and malicious acts. Furthermore, we cannot and do not guarantee or warrant that any Blockchain Assets will appreciate in value, and we will not reimburse you or any third party for any losses due to any depreciation in value of any Blockchain Assets. You acknowledge and agree that such risks may lead to a loss and accept that Heir Labs shall have no liability whatsoever in relation thereto. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Blockchain Assets, however caused.
8. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
We are not responsible if information made available on the Site is not accurate, complete, or current. The material on the Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Site is at your own risk.
The Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on the Site. You agree that it is your responsibility to monitor changes to the Site.
9. MODIFICATIONS TO THE SERVICE AND PRICES
The Service and Products that Heir Labs offers are always evolving, and their form and nature may change from time to time without prior notice to you. In addition, Heir Labs may stop (permanently or temporarily) offering the Site or Service (in whole or in part) to you or to users generally, without any prior notice or liability to you.
10. CRYPTO WALLET AND OPTIONAL TOOLS
Heir Labs cannot and will not be responsible for any Blockchain Assets that have been transferred to your custody or to the custody of any third party designated by you. YOU ARE RESPONSIBLE FOR PROTECTING AND PRESERVING YOUR CRYPTO WALLET’S CREDENTIALS, INCLUDING ANY USER NAMES, PASSWORDS, PINS AND SEED PHRASES. HEIR LABS CANNOT RECOVER YOUR BLOCKCHAIN ASSETS IF YOU LOSE ACCESS TO YOUR CRYPTO WALLET. HEIR LABS WILL NEVER ASK YOU FOR YOUR CRYPTO WALLET’S PASSWORD, PIN OR SEED PHRASE.
We may provide you with access to third-party tools, including the Crypto Wallet, (the “Tools”) over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such Tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party Tools.
Any use by you of optional Tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which Tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.
If Heir Labs is holding any of your Blockchain Assets in your Crypto Wallet, and Heir Labs has no record of you accessing the Services for several years and is unable to contact you, applicable law may require Heir Labs to deliver any such Blockchain Assets to the applicable state or jurisdiction as unclaimed property.
11. THIRD-PARTY LINKS
Certain content and Products available via our Service may include materials from third parties.
Third-party links on the Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
12. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us, and may grant sublicenses of these rights. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
You agree and warrant that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree and warrant that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.
13. PERSONAL INFORMATION
14. PROHIBITED USES
In addition to other restrictions set forth in these Terms, you are prohibited from using the Service or uploading any User Submissions: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
If we terminate your use of the Services and you are storing any Blockchain Assets in your Crypto Wallet, you will be permitted to transfer such Blockchain Assets for ninety (90) days after termination unless such transfer is otherwise prohibited (a) under applicable law, including but not limited to applicable sanctions programs, or (b) by a facially valid subpoena or court order.
15. NFT PURCHASE POLICY
When you purchase any NFT from Heir Labs, a secondary exchange partners of Heir Labs’, or any other distribution partner, you agree that you CANNOT (1) make copies of any or all of the NFT; (2) create new “derivative works” based on your NFT (i.e., works that are substantially based on or derived from the NFT; (3) use the NFT in any manner that would violate any party’s trademark rights, copyrights, or other intellectual property rights; (4) use the NFT in any manner that would tarnish or disparage an athlete or anyone else (e.g., no uses in materials that constitute pornography or hate speech); and (5) use the NFT in any manner that would suggest that an athlete has endorsed or sponsored your business activities.
16. INTELLECTUAL PROPERTY RIGHTS
All play videos, team images, and player images (“Sports Entities”) are the property of the National Basketball Association and their teams, their broadcast partners, their league partners, and their third-party vendors. HEIR’s use of these Sports Entities is conducted through a video content capacity, and HEIR Labs, Inc is not exploiting these Sports Entities for commercial benefit. HEIR Labs, Inc is not associated with the National Basketball Association.
HEIR makes use of game feeds and imagery through SportsData.IO, a licensor vendor. HEIR’s agreement with SportsData.IO provides HEIR with access to game feed, league feeds, news, images, and score. HEIR uses the Sports Entities in a way that abides by NBA’s terms. HEIR does not monetize the IP owned by other entities.
17. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. ONCE WE HAVE TRANSFERRED A BLOCKCHAIN ASSET TO THE CRYPTO WALLET YOU HAVE SPECIFIED, HEIR LABS WILL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY ASSOCIATED WITH YOUR SUBSEQUENT LOSS OF SUCH BLOCKCHAIN ASSET OR INABILITY TO ACCESS OR USE SUCH BLOCKCHAIN ASSET FOR ANY REASON.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF HEIR LABS AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF (A) THE AMOUNT THAT YOU HAVE PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM, OR (B) FIFTY DOLLARS ($50).
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL HEIR LABS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGES ARE CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT AFFECT ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Service, or when you cease using our site.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. All provisions that by their nature are intended to survive termination shall so survive.
21. ENTIRE AGREEMENT
No failure on the part of Heir Labs to enforce any part of these Terms shall constitute a waiver of any of Heir Labs’ rights under these terms, whether for part or future actions on the part of any person. Neither the receipt of any funds by Heir Labs nor the reliance of any person on Heir Labs’ actions shall be deemed to constitute a waiver of any part of these Terms. Only specific, written waiver signed by an authorized representative of Heir Labs shall have any legal effect whatsoever.
22. APPLICABLE LAW AND DISPUTES
These Terms shall be governed by and interpreted in all respects in accordance with the substantive laws of the State of California, without regard to its choice of law provisions. You agree that any disputes directly or indirectly arising out of or relating to the Terms or the Service (including the purchase of Products via the Service) shall be resolved exclusively in the state or federal courts located in California. You hereby irrevocably consent to personal jurisdiction, venue, and the exclusive jurisdiction of any such court over any such dispute.
Any cause of action or claim you may have directly or indirectly arising out of or relating to the Terms or the Service (including the purchase of Products via the Service) must be commenced within one (1) year after the claim or cause of action arises.
23. CHANGES TO TERMS
From time to time, Heir Labs may change these Terms in its sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the site thereafter. It is our policy to post any changes we make to these Terms on this page with a notice on the site’s home page. If we make material changes to these Terms, we will notify you through a notice on the Site’s home page. You are responsible for regularly reviewing these Terms. Your continued use of the Site following the posting of changes to the Terms indicates your acceptance of those revisions.
24. CONTACT INFORMATION
Questions about these Terms should be sent to us at email@example.com, or you may contact us at firstname.lastname@example.org.
25. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY
In accordance with the Digital Millennium Copyright Act, we respond to notices of alleged copyright infringement and we reserve the right to delete or disable content alleged to be infringing, and to terminate access to the Service for repeat infringers. If you believe that materials on our site infringe your copyright, please send the following information to us via email at email@example.com.
your address, telephone number, and email address;
a description of the work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Once a proper, bona fide notice of copyright infringement is received by our Copyright Agent (as defined below), we reserve the right to:
remove or disable access to the infringing material;
notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
terminate such content provider's access to the Services if he or she is a repeat offender.
4859 West Slauson Unit A #379
Los Angeles, CA 90056-1288
If you do not follow these requirements, your notice may not be valid.
If we determine that you are a repeat infringer, we may terminate your access to the Service, remove or ban you (and any Site account you created or control), and take other action that we deem appropriate, in our sole discretion.