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1. Terms of Sale.
Each SPUDZ is an NFT on the Ethereum network. When you
purchase an NFT through our smart contract, we will
grant you a non-exclusive license (as set forth in
Section 2 below) to use the artwork associated with that
specific NFT (the “Art”). Ownership of the NFT does not
confer any ownership in the Art.
If you elect to purchase a SPUDZ through our smart
contract, 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. You agree that 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. This means that
you will need to pay a Gas Fee for each transaction.
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2. License Terms.
a. Non-Exclusive License.
Subject to the restrictions in Section 2(B) below and
your continued compliance with these Terms of Use,
SPUDZ grants you a worldwide, royalty-free,
non-exclusive, nontransferable, non-sublicensable
license to use, copy, display the purchased Art,
including for the purpose of creating derivative works
based on the Art (“Adapted Art”); provided, however,
any such Adapted Art must contain the original traits
or features of the Art (including colour schemes) and
may not use traits or features from other SPUDZ
artwork (including their colour schemes). Upon failure
by you (or any authorised person) to comply with these
Terms of Use, we shall be entitled to terminate this
license.
The following are prohibited with the express written
permission of SPUDZ:
1. No False Claims of Ownership.
Nothing in these Terms of Use constitutes or may be
construed as permission to assert or imply that you
are, or that your use of the Art is sponsored,
endorsed, or granted official status by us. You may
not falsely represent that you are the creator or
owner of any Art.
2. No Use in Trademark or Logo
Unless explicitly authorised by us, you may not use
the Art (in whole or in part) or any Adapted Art as
the distinctive or distinguishing feature of a
trademark, design mark, trade name, business name,
service mark, or logo. Additionally, you shall not be
entitled to register (in any jurisdiction) such
content (in whole or in part) as a trademark or rely
on any such registrations, prior use, and/or accrued
goodwill to prevent any third party use of the content
or any similar content (including by us, our
customers, or the copyright owner of such content).
3. No On-Demand Use.
Unless explicitly authorised by us, you may not use
the Art or Adapted Art in connection with “on-demand”
products (e.g., products in which a licensed image is
selected by a third party for customisation of such
product on a made-to-order basis), including, without
limitation, postcards, mugs, t-shirts, calendars,
posters, commercial screensavers or wallpapers on
mobile phones, or similar items.
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3. Your Obligations.
You are solely responsible for your own conduct while
accessing or using this website, and for any
consequences thereof. You agree to use the site only
for purposes that are legal, proper and in accordance
with these Terms of Use and any applicable laws or
regulations. By way of example, and not as a
limitation, you may not, and may not allow any third
party to: (i) send, upload, distribute or disseminate
any unlawful, defamatory, harassing, abusive,
fraudulent, hateful, violent, obscene, or otherwise
objectionable content; (ii) distribute viruses, worms,
defects, trojan horses, corrupted files, hoaxes, or
any other items of a destructive or deceptive nature;
(iii) impersonate another person; (iv) upload, post,
transmit or otherwise make available through the
website any content that infringes the intellectual
property or proprietary rights of any party or
otherwise violates the legal rights of others; (v)
engage in, promote, or encourage illegal activity
(including, without limitation, money laundering);
(vi) interfere with other users’ use of the website;
(vii) use the website for any unauthorised commercial
purpose; (viii) modify, adapt, translate, or reverse
engineer any portion of the website; (ix) remove any
copyright, trademark or other proprietary rights
notices contained in or on the website or any part of
it; (x) use any technology to collect information
about the website’s for any unauthorised purpose; (xi)
access or use the website for the purpose of creating
a product or service that is competitive with any of
our products or services. If you engage in any of the
activities prohibited by this Section 3, we may, at
our sole and absolute discretion, without notice to
you, and without limiting any of our other rights or
remedies at law or in equity, immediately suspend or
terminate your user account.
4. Disclaimers
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO
AND USE OF THIS WEBSITE IS AT YOUR SOLE RISK, AND THAT
THIS WEBSITE 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 MAKE NO EXPRESS WARRANTIES AND
HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE
SITE AND ANY PART OF IT (INCLUDING, WITHOUT
LIMITATION, THIS WEBSITE, ANY SMART CONTRACT, OR ANY
EXTERNAL WEBSITES), 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 SUBSIDIARIES, AFFILIATES, AND
LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I)
YOUR ACCESS TO OR USE OF THIS WEBSITE WILL MEET YOUR
REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE
WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM
ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE WILL
BE ACCURATE, (III) THIS WEBSITE OR ANY CONTENT,
SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH
THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE
WHEN YOU USE THIS WEBSITE WILL BE SECURE. 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.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING
INFORMATION AND DEALING ONLINE OVER THE INTERNET,
AND AGREE THAT WE HAVE NO LIABILITY OR
RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT
IS DUE TO OUR WILFUL MISCONDUCT.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY
LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE
ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND
MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
5. Limitation of Liability.
YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO
YOU OR TO ANY THIRD PARTY FOR ANY 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, OR ANY OTHER INTANGIBLE
LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. YOU AGREE THAT OUR TOTAL, AGGREGATE
LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF
OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF
(OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF
THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY,
OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER
OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE
TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE
CLAIM AROSE, OR (B) $500. YOU ACKNOWLEDGE AND AGREE
THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND
ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY
DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH
HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO
YOU WITHOUT THESE LIMITATIONS.
6. Assumption of Risk.
You accept and acknowledge each of the following:
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You assume all risks associated with the purchase
and sale of our NFTs, including any volatility
associated with the price of our NFTs or Ethereum,
as well as all risks associated with using an
internet-based currency (issues with hardware,
software, internet connection, and unauthorised
access to your Ethereum wallet).
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You understand that ownership of our NFTs entitles
you to license our Art. No information on our
website is or may be considered to be advice or an
invitation to enter into an agreement for any
investment purpose. Nothing on this website is
intended to be an offering of any securities in
any jurisdiction nor does it constitute an offer
or invitation to purchase shares (including in our
company), securities, or other financial
instruments. Because our project consists of
licensing art, we have not registered with any
securities regulators. It remains your sole
responsibility to ensure that your purchase of our
NFTs and license to use our artwork is in
compliance with the laws and regulations of your
jurisdiction.
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NFTs, cryptocurrencies and blockchain technology
are relatively new and the regulatory landscape is
unsettled. New regulations could negatively impact
such technologies impacting the value for your
licensed artwork and NFTs. You understand and
accept all risks associated with any regulations
that impact such value.
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You assume all responsibility for any adverse
effects of disruptions or other issues impacting
Ethereum or the Ethereum network.
7. Indemnification.
To the fullest extent permitted by applicable law, you
will indemnify, defend and hold harmless us, our
employees, contractors, service providers,
consultants, successor organizations, and each of
their respective officers, directors, agents, partners
and employees (individually and collectively, the
“Indemnified Parties”) from and against any losses,
liabilities, claims, demands, damages, expenses or
costs (“Claims”) arising out of or related to (a) your
Feedback; (b) your violation of these Terms of Use;
(c) your violation, misappropriation or infringement
of any rights of another (including intellectual
property rights or privacy rights); (d) your
misconduct in connection with this website; (e) your
violation of our non-exclusive license; or (f) your
use of the Art or any Adapted Art. You agree to
promptly notify Indemnified Parties of any third-party
Claims, cooperate with Indemnified Parties in
defending such Claims and pay all fees, costs and
expenses associated with defending such Claims
(including, but not limited to, attorneys’ fees). You
also agree that the Indemnified Parties will have
control of the defense or settlement, at the
Indemnified Party’s sole option, of any third-party
Claims.
WITH RESPECT TO ANY DISPUTES: (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.
8. Minors.
Our website is not intended for children. You must be
at least 18 years old to access this website or
purchase our NFTs. If you are under 18 years old you
are not permitted to use this website for any reason.
By accessing our website, you represent and warrant
that you are at least 18 years of age.
9. Severability.
If any provision or part of a provision of these Terms
of Use is unlawful, void or unenforceable, that
provision or part of the provision is deemed severable
from these Terms of Use and does not affect the
validity and enforceability of any remaining
provisions.
10. Feedback.
You may choose to submit comments, bug reports, ideas
or other feedback about this website, including
without limitation about how to improve this website
(collectively, “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, worldwide
license to incorporate and use the Feedback for any
purpose.
11. Miscellaneous.
Our failure to exercise or enforce any right or
provision of these Terms of Use will not operate as a
waiver of such right or provision. The section titles
in these Terms of Use are for convenience only and
have no legal or contractual effect. Except as
otherwise provided herein, these Terms of Use are
intended solely for the benefit of the parties and are
not intended to confer third-party beneficiary rights
upon any other person or entity. You may not assign or
delegate any rights under these Terms of Use. We may
freely assign or delegate our rights under these Terms
of Use. You agree that communications and transactions
between us may be conducted electronically. You agree
that these Terms of Use constitute the entire
agreement between you and us and govern your use of
our services, our website, and any products sold or
distributed through this website, including our NFTs,
superseding any prior agreements between you and us on
these subjects.
* These terms are subject to change without notice.
