These Terms and Conditions govern the relationship between you, the Purchaser (hereinafter “you” or “Purchaser”), whether personally or on behalf of an entity, and METATHUNDER Sagl, (hereinafter “we” or “the Company”) concerning your purchase and use of a non-fungible token (hereinafter “NFT”) from the METATHUNDER Project (hereinafter “the Project”).
“Private Jet Pyjama Party” is a collection of digital artworks (NFTs) running on the Ethereum network. Technically, the Project is set up by using specially developed smart contracts (each a “Smart Contract”). The Company is selling NFTs via the website https://pjpp.io (hereinafter “Website”). This Website is only an interface allowing you to purchase NFT. Access to the Website, the Website and Smart Contract as well as any other link thereto are hereinafter collectively referred to as “the Application”.
The Company is selling NFTs and is making the Application available to you. You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interacting with the Application.
The Website and its connected services, the Application, are provided on an “as is” basis and “as available”. By using this Website and/or the Application you are accepting sole responsibility for any and all transactions involving NFT of the Project.
By interacting with the Application you agree to be bound by these Terms & Conditions of Sale and Use and any terms and conditions incorporated or referred to herein (collectively “Terms & Conditions”). If you do not agree to these Terms & Conditions, you may not access or use the Application, the Smart Contract, the Website nor otherwise participate in the Project.
You agree that your access to and use of the website, NFTs and/or application is at your sole risk and is provided "as is" and "as available” without warranties of any kind, whether express or implied.
You can access the Application via any web browser using the URL https://pjpp.io and a MetaMask wallet or other electronic Ethereum wallet compatible with the NFT-standard on the Ethereum network. You will not be able to interact, engage in any transaction on the Application other than through a MetaMask wallet or other Ethereum-compatible browsers/wallets. You are solely responsible for your MetaMask wallet (and/or any other Ethereum wallet compatible) and the respective private key.
Transactions on the Application are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, the Ethereum network, Google Chrome, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to access and/or use the various features of the Application and/or Website. Subject to the provisions of paragraph 8 of these Terms and Conditions, 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. You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interacting with the Application and for validating all transactions and contracts generated by this Website/the Application before approval. Furthermore, as the PRIVATE JET PYJAMA PARTY Smart Contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
The actual NFT Art is too large to store on the blockchain. Therefore, we use IPFS to store the actual NFT Art Piece. We will support IPFS storage for 200 years until at least 31 December 2221. You are responsible for downloading your NFT Art on or before 31 December 2221, date after which we may no longer support the storage of the actual NFT Art.
The NFTs are sold according to the specifications available on the Website.
By transferring the Sale price as set forth on the Website 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 have interacted with the Smart Contract.
The Smart Contract only allows each Ethereum wallet address to purchase a maximum of 15 NFTs for the whitelist and 10 NFTs for the public sale per transaction. The Company reserves the right to terminate the Sale anytime for any reason whatsoever, or for no reason, without prior notice.
Each PRIVATE JET PYJAMA PARTY is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the respective NFT completely. This means, you have the full property rights in the NFT and may sell your NFT or give it away. With the ownership of the NFT you receive the rights in the underlying art of the PRIVATE JET PYJAMA PARTY, (hereinafter “the Art”), as outlined in these Terms & Conditions. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum network: at no point may we seize, freeze, or otherwise modify the ownership of any NFT of PRIVATE JET PYJAMA PARTY. All pieces of jewellery ordered by the Contracting Partner are specified with identification number and/or pictures and a specific purchase price.
Private Jet Pyjama Party grants the “CAN’T BE EVIL” NFT LICENCE to the Purchaser as outlined in Paragraph 20. NON-EXCLUSIVE COMMERCIAL RIGHTS & HATE SPEECH TERMINATION (“CBE-NECR-HS”). It is strictly forbidden to use any preexisting logos or intellectual property whether trademarked or not in any derivative work. To give an example, under no circumstances you may use the SEASE logo.
Subject to your continued compliance with these Terms & Conditions, we grant you a worldwide, non-exclusive, royalty-free license to use, copy, and display the purchased Art represented by your purchased NFT, along with any extensions that you choose to create or use, solely for and limited to the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFT, provided that the marketplace cryptographically verifies each PRIVATE JET PYJAMA PARTY NFT owner’s rights to display the Art for their NFT to ensure that only the actual owner of the NFT can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each PRIVATE JET PYJAMA PARTY NFT owner’s rights to display the Art for their NFT to ensure that only the actual owner of the NFT can display the Art, and provided that the Art is no longer visible once the owner of the PRIVATE JET PYJAMA PARTY NFT leaves the website/application.
Subject to the ownership of the NFT and compliance with these Terms & Conditions, the Purchaser is aware that the usage rights related to the Art may be transferred only by transferring the respective NFT.
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your 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 Art for that NFT. In such case, the rights set forth in this Section 3.2. will be automatically with the new legitimate owner of the NFT.
Notwithstanding the foregoing, the Company remains the right to use and display the Art on the Website and/or use or publish the Art by any means for the Project (e.g., for exhibition purposes). "
Other than the limited usage rights to the Art as set forth above, nothing herein gives you any rights, titles or interests in and to any other trademarks or other intellectual property rights belonging to the Company (including the term PRIVATE JET PYJAMA PARTY), the associated logos and/or the Application and/or the Art. All legal rights, titles, and interests in and to all registered and unregistered trademarks (including the term PRIVATE JET PYJAMA PARTY), brands, logos, elements of the Application, the Website, the Art, and/or the Company and all intellectual property rights therein and/or connected thereto remain with the Company and are expressly reserved in the name of the Company. Therefore, you acknowledge and agree that we remain owner of all legal rights, titles and interests in and to all registered and unregistered trademarks (including the term PRIVATE JET PYJAMA PARTY), brands, logos, elements of the Application, and all intellectual property rights therein and/or connected thereto (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Application (collectively, hereinafter as the “Application Materials”). You acknowledge that the Application 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 Application Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Application or otherwise contained in the Application Materials are proprietary to us or our licensors. However, we are at liberty, at our discretion and to the extent determined by us, to grant you our intellectual property rights for commercial use in the future.
You may choose to submit comments, bug reports, ideas or other feedback about the Website and/or Application, including without limitation about how to improve the Website and/or the Application (collectively, hereinafter referred to as “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, transferable, worldwide license to incorporate and use the Feedback for any purpose. You agree that we may process any personal data and information involved or related to the Feedback.
All payments by the Purchaser in this Terms & Conditions shall not be refundable under any circumstances, including but not limited to the termination of contracts for whatever reason.
You herewith acknowledge and agree to bear the following responsibilities and obligations and that you warrant in particular:
If you elect to purchase a NFT of PRIVATE JET PYJAMA PARTY through the Application, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We 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 or any other transactions that you conduct via the Ethereum network. Ethereum requires the payment of a transaction fee (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. This means that you will need to pay a Gas Fee for each transaction, in particular each transaction via the Application.
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 Application (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
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 behavior in the consensus algorithm. Any successful attack presents a risk to the expected proper execution and sequencing of transactions related to the Application and the expected proper execution and sequencing of smart contract computations, which may lead to the loss of the ETH transferred to the Application and/or the NFT.
Please read this section carefully. These provisions limit the scope of the company’s liability in connection with the sale of the NFT as well as the use of the application.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CREATOR ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY , INCIDENT AL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROJECT NFT OR THE NFT MEDIA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND NFT MEDIA OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE CREATOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND NFT MEDIA. THE CREATOR ENTITIES ARE NOT LIABLE IN FOR ANY DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE)
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE CREATOR ENTITIES AND YOU.
We shall not be liable for failure to fulfil any of our obligations in case the failure is caused by circumstances beyond our control (in particular, but not limited to shortage of raw materials and/or energy, war, fire, damages or disturbances in the plants, official measures, interruptions in the way of transportation, labour troubles, epidemics, COVID-19, cyber-attack, cyber incident, etc.) (force majeure). During force majeure our obligation to fulfil our obligations shall be suspended. In the event that the performance of our contractual obligations is made impossible by force majeure for a period longer than thirty days, each party shall be entitled to withdraw from the agreement without judicial intervention and without any obligation whatsoever to compensate the damages of you.
You accept and acknowledge each of the following:
THE VALUE OF THE PROJECT NFTS IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE PROJECT NFT AND NFT MEDIA.
You agree to hold harmless and indemnify the Company and its subsidiaries, affiliates, officers, agents, employees, directors, advertisers, licensors, suppliers, contractors, consultants or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of these Terms & Conditions, (ii) your misuse of the Website and/or Application, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Website and/or Application and/or purchase of NFT. In any case, you reserve the right to prove that no damage or considerably less damage than the claimed damage has occurred.
The Company is entitled to change, update, modify and/or amend in any way the Website and/or Application at their sole discretion. You acknowledge and agree that the form and nature of the Website, the Application and/or any part of it/thereof/therein may be changed, updated, modified or in any other way amended without prior notice to you.
Our Website as well as our Application is not intended for children or minors (individuals under the age of 18). You must be at least 18 years old to access this Website and/or the Application as well as to purchase a NFT of PRIVATE JET PYJAMA PARTY. If you are under 18 years old you are not permitted to use this Website nor the Application for any reason. By accessing the Website and/or the Application, you represent and warrant that you are at least 18 years of age. If you are domiciled and/or resident in a country with a different minimum age limit, you represent and warrant to have at least the minimum age for providing consent for data collection in your country. Otherwise you may not use our Website and/or Application.
Our Website and/or Application may contain links to third party websites and its products, materials or services (hereinafter “Third-Party Websites”). You acknowledge and agree that (i) we are not responsible for the availability of any Third-Party Websites, (ii) the Third-Party Websites are not within our control; (iii) we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third-Party Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products, services or other materials on, or made available from, any Third-Party Website.
These Terms & Conditions contain the entire agreement between the parties regarding the therein stipulated matter and supersedes all understandings and agreements whether written or oral for that subject matter.
Should any part of these Terms & Conditions be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms & Conditions and will not affect the validity or enforceability of the remaining provisions of these Terms & Conditions.
You have no right to assign, transfer, subcontract or otherwise delegate your rights and obligations under these Terms & Conditions, either as a whole or in part, to any third party without the prior written and express consent of the Company. The Company is entitled to assign its rights and obligations under these Terms & Conditions in its sole discretion to an affiliate, or in connection with an acquisition, sale, merger or reorganization.
These Terms & Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than you.
A Collector of a Private Jet Pyjama Party NFT may receive special perks / prizes, experiences, or opportunities as determined by Metathunder Sagl in its sole discretion (“Perks”) after the Private Jet Pyjama Party NFTs are first made available for sale (i.e., dropped) by Metathunder Sagl. Metathunder Sagl does not make any representation, warranty or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Private Jet Pyjama Party NFT. Metathunder Sagl reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Metathunder Sagl makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a Private Jet Pyjama Party NFT.
To the extent permitted by applicable law and with respect to any dispute arising out of or related to these terms & conditions, including without limitation disputes related to the web-site and/or application and/or any products and/or services sold or distributed through the website and/or application, and/or the smart contracts: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.
You acknowledge and accept that all claims and disputes within the scope of these Terms & Conditions must be litigated on an individual basis and not on a class or collective basis. Claims of more than one customer, user or Purchaser cannot be consolidated with those of any other customer, user or Purchaser. Only individual relief is available.
These Terms & Conditions and all claims relating to or arising out of these Terms & Conditions, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles as well as the United Nations Convention for Contracts for the International Sales of Goods. Any dispute, controversy or claim arising out of, or in relation to, these Terms & Conditions, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the cantonal court of the canton of Ticino, Switzerland.
We are entitled to amend these Terms and Conditions at any time. We will inform you of any amendment of these Terms and Conditions in writing or by e-mail with due notice. You have the right to object to the amended terms and conditions within six weeks of notification. If you do not object within this period, our contractual relationship shall continue to exist under the amended terms and conditions. If you object in due time, our contractual relationship shall continue under the unchanged Terms and Conditions; however, you shall be entitled to terminate our contractual relationship without notice at the time the amendments enter into force. If you terminate our contractual relationship, your customer account will be deleted after receipt of the termination notice without further notice.
By acquiring lawful ownership to a non-fungible token (“NFT”) associated with the NFT project made available under this NFT Licence (“Project NFT”) created by the owner or entity that has created this Project NFT (“Creator” or “we” or “our”), you agree to these NFT Licence Terms and Conditions (the “Terms”). When you lawfully own a Project NFT, you own all personal property rights to the NFT underlying the Project NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Project NFT). However, your rights to the associated artwork, images, video, content or other works of authorship linked to your specific Project NFT which was developed by Creator (“NFT Media”) are only as outlined below.
For as long as you lawfully own a Project NFT, Creator grants you a non-exclusive, perpetual, irrevocable (except as set forth in Section 3.2 below) worldwide licence under our copyrights to use, distribute, reproduce, display, perform, modify, and create derivative works of the specific NFT Media linked to your Project NFT for personal and commercial uses, with the right to sublicense such rights through multiple tiers of sublicensees subject to the limitations in Section 1.4, and Articles 2 and 3 of these Terms with Creator being a third party beneficiary to all such sublicenses with the ability to enforce such agreements. This licence includes the right to display as a profile picture, display on products or services using the NFT Media or NFT Media Derivatives (as defined below), display on sold merchandise, use in your original content, or to display in a physical or digital museum. All intellectual property rights in and to the NFT Media and any other intellectual property rights of Creator not expressly licensed herein are reserved by Creator.
We understand that you may want to create derivative works of the NFT Media (“Your NFT Media Derivatives”) and we allow you to do so under the scope of the licence granted above. However, you acknowledge and agree that (a) we may also create our own future derivatives of the NFT Media, (b) the subsequent lawful owner of the Project NFT may create its own derivatives of the NFT Media and (c) other owners of their own Project NFTs and the associated artwork, images, video, content or other works of authorship linked to such Project NFT (“Other Project NFT Media”) may also create their own derivatives of the Other Project NFT Media (each of them “Other NFT Media Derivatives”).
These Other NFT Media Derivatives may be similar or identical to Your NFT Media Derivatives. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against (a) Creator or its past, present and future parents, affiliates or licensees (or any of their partners, members, employees, officers, directors, contractors, agents and equity holders) in connection with their use distribution, reproduction, display, perform, modification, and creation of derivative works of any NFT Media or any of their own Other NFT Media Derivatives or (b) any other Project NFT owner or its past, present and future parents, affiliates or licensees (or any of their partners, members, employees, officers, directors, contractors, agents and equity holders) in connection with the use distribution, reproduction, display, perform, modification, and creation of derivative works of the Other Project NFT Media or any of their Other NFT Media Derivatives. The foregoing is the case even if such Other NFT Media or Other NFT Media Derivatives is similar to or the same as any of Your NFT Media Derivatives that have been created by you.
Nothing in these Terms is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with Creator or the Project NFTs (“Project Trademarks”). Unless you have our prior written approval, you may not use any Project Trademarks for any use that would require a licence from us, including to register any domain names or social media accounts using any Project Trademarks, in any NFT Media Derivatives, or to advertise or promote any other products or services.
The licences granted in these Terms are non-transferrable, except that if you lawfully transfer ownership of your Project NFT, the licence to the NFT Media in Section 1.1 to you shall terminate upon the effective date of such transfer, and such licences will be assigned to the new owner of the Project NFT associated with such NFT Media. As a condition to sales, transfers or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these Terms. Further, if you choose to sublicense any of your licensed rights set forth in Section 1.1 above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties, (ii) to the same covenant not to assert as set forth in the second to last sentence of Section 1.2, and (iii) that if your licensed rights in Section 1.1 are transferred (such as because you sell your Project NFT), then any such sublicenses you have granted in such licensed rights will automatically terminate. Because virtually all public blockchains are licensed under open source licences, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT. In such case, any rights granted under these Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).
The Creator hereby represents and warrants to you that all of the copyrights in the NFT Media are owned by the Creator, and does not contain (a) any artwork, images, video, content or other works of authorship, (b) logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by the Creator (“Third Party Content”), provided that the foregoing shall not apply if the Creator has obtained a licence to such Third Party Content consistent with the licences under this Agreement or the Creator has supplemented this NFT Licence with an additional licence that governs your right to use such Third Party Content.
Notwithstanding any of the above, you may not use the NFT Media in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene, or that promotes any such activity, as determined in Creator’s sole discretion, it being understood that Creator may designate another entity such as a decentralised autonomous organisation (“DAO”) or committee of a DAO to make this determination in Creator’s place, in which case Creator will be bound by that other entity’s decision. If a Project NFT is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Project NFT, but are only granted to those who own all fractionalized interests in a Project NFT or as may otherwise be agreed by the owners of such fractionalized interests if each of such owners agree that (a) the owner is not a Restricted Party and (b) the owner accepts these Terms. In order to purchase the Project NFT if you are an individual, you must be 18 years of age or older if the age of lawful capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the individual agreeing to the Terms must have the legal authority to bind the entity. If (a) you are an individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; (ii) is (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) is resident in a country or jurisdiction under a U.S. embargo enforced by OFAC (“Restricted Parties”).
YOUR ACCESS TO AND USE OF THE PROJECT NFT AND NFT MEDIA IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CREATOR, ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS AND EQUITYHOLDERS (THE “CREATOR ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE PROJECT NFTS AND NFT MEDIA. THE CREATOR ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE PROJECT NFTS AND NFT MEDIA; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE PROJECT NFTS AND NFT MEDIA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE PROJECT NFTS AND NFT MEDIA. THE PROJECT NFTS AND NFT MEDIA ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CREATOR ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY , INCIDENT AL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROJECT NFT OR THE NFT MEDIA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND NFT MEDIA OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE CREATOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND NFT MEDIA. THE CREATOR ENTITIES ARE NOT LIABLE IN FOR ANY DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE).
THE VALUE OF THE PROJECT NFTS IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE PROJECT NFT AND NFT MEDIA.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE CREATOR ENTITIES AND YOU.
You and Creator each agree and acknowledge and agree that (i) these terms are based on a template that has been provided for public use, and (ii) each party and its heirs, successors and assigns, irrevocably covenants and agrees not to assert or bring any suit, claim, demand or challenge against the providers of such template, their parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, service providers and licensors (the “Template Provider Entities”) in connection with these terms, (iii) the availability of these terms shall not be construed as legal advice for any particular facts or circumstances and are not meant to replace consulting competent counsel who is aware of your specific facts and circumstances and those of creator, and (iv) these terms might not reflect all current updates to the law or applicable interpretive guidance.
By entering into these Terms and accessing or using the Project NFTs or NFT Media, you agree that you shall defend, indemnify and hold the Creator Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Creator Entities arising out of or in connection with: (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Project NFT or NFT Media; (iv) any modifications to or derivative works of the NFT Media you create, or (v) any fraud, negligence or wilful misconduct committed by you. For these limited purposes, the Creator Entities (other than the Creator) are third party beneficiaries of the Terms.
Creator may choose to make additional features, access, content, items or other benefits available to owners of Project NFTs (“Additional Features”). Creator has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Project NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.
If you materially breach any of the provisions of these Terms, Creator may terminate all of the licences granted to you under these Terms. Creator will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licences shall terminate regardless of whether such notice is actually received. Upon the termination of your licences, you shall cease all use of the rights granted in Article 1, including, without limitation, ceasing all marketing, distribution, or sale of goods, services and media that feature the NFT Media and shall cease all further use of the NFT Media (including any NFT Media Derivatives), and all sublicenses you have granted in the NFT Media shall automatically terminate. The following sections shall survive the termination of these Terms and shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Creator or you: Sections 1.3, 1.4, 1.6, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 3.3 and 3.4. Termination will not limit any of Creator’s other rights or remedies at law or in equity.
These Terms constitute the entire and exclusive understanding and agreement between Creator and you regarding the Project NFT and NFT Media and supersedes and replaces any and all prior oral or written understandings or agreements between Creator and you regarding the Project NFT and NFT Media. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licences granted hereunder may be freely assigned by Creator. Any purported assignment in violation of these Terms will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.