Terms & Conditions
Last updated: September 19, 2022
Buena Vida Art, LLC (“we,” “us,” “Company,” or “our”) provides services to you (“you,” “your,” or
“User”) through the website located at www.buenavidaart.com and any subdomains thereof (collectively,
the “Site”), subject to these Terms of Use (“Terms”).
All capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A (definitions),
unless otherwise defined herein. Exhibit A and Company’s Privacy and Cookies Notice are incorporated
by reference into these Terms. These terms govern your access to and use of this Site, as well as any
Services (defined in Exhibit A) and you acknowledge that you have read and agree to these Terms. By
agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to
these Terms, you must not access or use the Site.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO
ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS,
REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES THAT YOU
SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND
FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON
AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR
REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK
RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN
INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE
AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we
do this, we will post the changes on this page and will indicate at the top of this page the date these Terms
were last updated. Your continued use of the Site after the date any such changes become effective
constitutes your acceptance of the new Terms.
1. BLOCKCHAIN AND TRANSACTIONS.
All NFTs sold on Company’s Microsites are outside the control of Company. Company neither
owns nor controls Wallets, the Ethereum network, any Blockchain, your browser, or any third
party site, product, or service (including third party Wallets or marketplaces) that you might
access, visit, or use for the purpose of enabling you to use the Services or interact with a NFT
sold on Company’s Microsite and NFT IP, and that, except with respect to transferring control of
a NFT sold on Company’s Microsite and relevant NFT IP to the Initial Collector, Company has
no responsibility with respect to any Transaction. Company will not be liable for the acts or
omissions of third parties, nor will Company be liable for any damage that you may suffer as a
result of your Transactions, or any other interaction with third parties. You understand that your
Ethereum public address will be made publicly visible whenever you engage in a Transaction.
2. PERKS OF NFTS SOLD ON COMPANY’S MICROSITE.
A NFT sold on Company’s Microsite may receive special Perks. Company makes no
representation or guarantee that any Collector will receive any Perks or achieve any particular
outcome as a result of owning any NFT sold on Company’s Microsite. Company 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 Company makes no recommendation
and provides no investment advice in connection with any Perks or as a result of holding or
owning a NFT sold on Company’s Microsite.
3. CONNECTING YOUR WALLET.
In order to access and use the Services, you may be required to connect your Wallet to the Site.
When you link your Wallet, you understand and agree that you are solely responsible for
maintaining the security of your Wallet and your control over any Wallet-related authentication
credentials, private or public keys, non-fungible tokens, or cryptocurrencies that are stored in or
are accessible through your Wallet. Company is not responsible for managing and maintaining
the security of your Wallet. Company has no responsibility or liability to you for any
unauthorized access to, or use of your Wallet, or if you are unable to locate your credentials. If
you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the
Services, please notify us immediately.
4. SALE AND TRANSFER NFTS SOLD ON COMPANY’S MICROSITE.
When a NFT sold on Company’s Microsite and relevant NFT IP is transferred to an Initial
Collector, the agreement is between Company and the Initial Collector. If the Initial Collector sells
or transfers a NFT sold on Company’s Microsite or relevant NFT IP (“Secondary Sale”) to
another, then Company is not a party to any agreement between the applicable buyer, seller,
transferor, or facilitator of the Secondary Sale or applicable transfer. If you or any Collector sells or
transfers a NFT sold on Company’s Microsite to another Collector, then you, as Collector,
represent and warrant that you will (a) notify the subsequent Collector of these Terms and that they
are required to comply with these Terms, (b) ensure the Collector License (as defined below) will
automatically transfer to the subsequent Collector, and (c) cease to have any further rights to such
NFT, and NFT IP.
By interacting with a NFT sold on Company’s Microsite, you agree that you agree to pay all
applicable fees associated with the Transaction and authorize Company to automatically charge
and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser,
then all amounts due are to be paid to Company.
You acknowledge and agree that Company has the right to collect Resale Proceeds for NFTs sold
on Company’s Microsite and relevant NFT IP in perpetuity. As such, if you sell a NFT sold on
Company’s Microsite or relevant NFT IP on a third-party marketplace, you agree to include a
statement substantially similar to the following in the description “Resale Proceeds may be
collected by creator and may apply to this NFT.” By purchasing a NFT sold on Company’s
Microsite or NFT IP, you agree to the Terms of Use located at https://www.buenavidaart.com.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot
be excluded or limited by law.
5. TAXES.
You are responsible for any and all sales, use, value-added, and other taxes, duties, and
assessments claimed or imposed by any governmental authority associated with your use of the
Services, NFT IP, or NFTs sold on Company’s Microsite.
6. COMPANY’S INTELLECTUAL PROPERTY RIGHTS.
You acknowledge and agree that Company’s Site, Microsite, blog, podcast, and recordings may
contain content or features (“Services Content”) that are protected by copyright, patent,
trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by
Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or
create derivative works based on the Services or the Services Content, in whole or in part. Any
use of the Services or the Services Content other than as specifically authorized herein is strictly
prohibited.
Company’s name and logos are trademarks and service marks of Buena Vida Art, LLC
(collectively the “Company Trademarks”). Nothing in these Terms or the Services should be
construed as granting any license or right to use any of Company Trademarks displayed on the
Site and Microsite without Company’s prior written permission in each instance.
7. YOUR INTELLECTUAL PROPERTY RIGHTS.
You acknowledge and agree that Company (or, as applicable, its licensors) owns all legal rights,
title, and interest in all intellectual property rights of the NFT IP, including but not limited to,
copyrights and trademarks in the NFT IP. As the copyright owner, Company has the exclusive
right to reproduce, prepare Derivatives of, distribute, display, perform, and otherwise exercise
and exploit the NFT IP, subject to Collector Licenses.
Subject to continued compliance with these Terms, Company grants Collector a limited,
worldwide, non-assignable, and non-transferable (except as part of a Secondary Sale), non-
sublicensable, royalty-free license to display the NFT IP solely for the Collector’s non-
commercial purposes (except as expressly permitted herein), including the right to display such
NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase
of, ownership of, or interest in such NFT IP; (ii) for the purpose of sharing, promoting,
discussing, or commenting on such NFT IP; (iii) on third party marketplaces, exchanges,
platforms, or applications in association with a Transaction of NFT IP which has Transaction
capabilities; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries,
virtual museums, or other navigable and perceivable virtual environments (the “Collector
License”). While the Collector has the right to sell, trade, transfer, or use their NFT IP, Collector
may not make commercial use of the NFT IP.
8. NO PROFESSIONAL ADVICE; BLOGS, PODCASTS, RECORDINGS.
The information on this Site and any information provided in connection with the Services,
including, but not limited to, links to or actual blogs, podcasts, and recordings are provided to
Collectors for educational purposes only, as well as to share general information and general
understanding, and do not constitute, and should not be construed as, professional advice or a
recommendation to purchase, sell, trade, or otherwise transact in any digital asset or
cryptocurrency. It is strongly recommended that you seek professional advice before making any
transaction decision. Any decision that you make should be based on an assessment of your risks
in consultation with your professional adviser(s). Commercial use of Company’s blogs,
podcasts, and recordings is prohibited unless given prior consent by Company, in writing.
Communications made through Company’s blogs, podcasts, and recordings do not necessarily
represent the opinions of the Company.
9. RESTRICTIONS.
You agree that you will not, and will not permit any third party to, do, or attempt to do any of the
following without Company’s express prior written consent in each case:
a. interfere with or disrupt the Services or servers or networks connected to the Services in
any manner that could negatively affect or inhibit other Users from fully enjoying the
Services or that could damage, disable, overburden, or impair the functioning of the
Services in any manner;
b. violate any applicable local, state, national, or international law, or any regulations
having the force of law, including but not limited to the U.S. Department of Treasury’s
Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any
unlawful activity;
c. obtain or attempt to access materials or information the Services have not made
available;
d. use the Services, a NFT sold on Company’s Microsite, or NFT IP to advertise or offer
to sell or buy any goods or services for any purpose that is not authorized herein;
e. use the Services or any NFT sold on Company’s Microsite or NFT IP to further or
promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering
money, or financing terrorism; or
f. use the Services or any NFT sold on Company’s Microsite or NFT IP to carry out
financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt
instruments.
10. RISKS.
Please note the following risks in accessing, purchasing, selling, or using NFTs sold on Company’s
Microsites and relevant NFT IP:
a. The digital assets about which information is provided on the Site and any information
provided in connection with the Services or NFT IP, are not viewed by the issuer or
sponsor of any such digital assets, or those buying or selling the digital asset, as securities
under U.S. laws or relevant applicable laws. As a result, it is unlikely that disclosures
have been provided and others may have better or more information than the information
made available to you via the Site.
b. The price and liquidity of Blockchain assets, including NFTs sold on Company’s
Microsites and NFT IP, are extremely volatile and may be subject to large fluctuations.
Fluctuations in the price of other digital assets could materially and adversely affect
NFTs sold on Company’s Microsites and NFT IP, 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 NFT sold on Company’s Microsites and NFT IP. NFTs sold on Company’s
Microsites and NFT IP are not legal tender and are not backed by any government.
Transactions of NFTs sold on Company’s Microsites and relevant NFT IP may be
irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not
be recoverable. The value of NFTs sold on Company’s Microsites and relevant NFT IP
may be derived from the continued willingness of market participants to exchange fiat
currency or digital assets for NFTs sold on Company’s Microsites, and NFT IP which
may result in the potential for permanent and total loss of value of a particular NFTs
sold on Company’s Microsite and NFT IP.
c. 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 NFTs sold on Company’s Microsites and
NFT IP, including the suitability and appropriateness of, and investment strategies for,
NFTs sold on Company’s Microsites and NFT IP. You agree and understand that you
access and use the Services, NFTs sold on Company’s Microsites, NFT IP, and Perks at
your own risk; however,
d. THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK
FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR SERVICES OR NFTS
SOLD ON COMPANY’S MICROSITE AND NFT IP THAT MAY BE VIEWED OR
TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN
CONNECTION NFTS SOLD ON COMPANY’S MICROSITE AND NFT IP. YOU
SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE
APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE,
SELL, TRADE, OR OTHERWISE TRANSACT IN A DIGITAL ASSET.
11. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE SERVICES, NFTS SOLD ON COMPANY’S MICROSITE, NFT IP, IS
AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A
WRITING BY COMPANY, THE SERVICES AND ANY AND ALL NFTs SOLD ON
COMPANY’S MICROSITE. AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES,
REPRESENTATIVES, DIRECTORS, AND AGENTS (COLLECTIVELY,
“REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, NFTS SOLD
ON COMPANY’S MICROSITE, AND NFT IP WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, OR (II) THE QUALITY OF ANY SERVICES, NFTS SOLD ON
COMPANY’S MICROSITE, AND NFT IP, OR ANY PRODUCTS, INFORMATION, OR
OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICES, NFTS SOLD ON COMPANY’S MICROSITE, OR NFT IP WILL
MEET YOUR EXPECTATIONS. COMPANY AND ITS REPRESENTATIVES WILL NOT BE
LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN
RELIANCE ON MATERIAL OR INFORMATION, CONTAINED IN THE SERVICES, NFTS
SOLD ON COMPANY’S MICROSITE, NFT IP.
NFTS SOLD ON COMPANY’S MICROSITE AND RELEVANT NFT IP ARE INTANGIBLE
DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD
MAINTAINED IN THE BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT
OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE BLOCKCHAIN. WE DO
NOT GUARANTEE THAT COMPANY CAN EFFECT THE TRANSFER OF TITLE OR
RIGHT IN ANY NFT SOLD ON COMPANY’S MICROSITE OR RELEVANT NFT IP.
12. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR
ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST
PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL,
OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES,
SERVICES CONTENT, NFTS SOLD ON COMPANY’S MICROSITE, NFT IP, OR THIRD
PARTY SITES AND PRODUCTS RELATED TO LOSS OF REVENUE, LOSS OF PROFITS,
LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL,
OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE),
BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF
THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED
“DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY”, AND THE
SECTION ENTITLED “INDEMNIFICATION” BELOW, ARE INTENDED TO BE ONLY AS
BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF
ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF
THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT
AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE
SECTIONS.
13. INDEMNIFICATION.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold
harmless Company and its representatives (collectively, the “Indemnitees”), from and against all
actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations,
penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses)
and costs (including, without limitation, court costs, costs of settlement and costs of pursuing
indemnification and insurance) that are caused by, arise out of,` or are related to (a) your use or
misuse of the Site, the Services, Services Content, NFTs sold on Company’s Microsite or NFT
IP; (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify Company of any third party Claims and cooperate
with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees
shall have the right to control of the defense or settlement of any third party Claims. THIS
INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES
SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
14. TERMINATION RIGHTS.
You agree that Company, in its sole discretion, may suspend or terminate your use of the
Services or Perks and remove and discard any content within the Services if Company believes
that you have violated or acted inconsistently with the letter or spirit of these Terms. Company
may also in its sole discretion and at any time discontinue providing the Services or Perks, or any
part thereof, with or without notice. You agree that any termination of your access to the Services
or Perks under any provision of these Terms may be effected without prior notice, and you agree
that Company will not be liable to you or any third party for any termination of your access to
the Services or Perks.
15. DISPUTES WITH OTHER USERS OR COLLECTORS.
You agree that you are solely responsible for your interactions with any other Users and
Collectors in connection with the Services, NFTs sold on Company’s Microsite, and NFT IP, and
Company will have no liability or responsibility with respect thereto. Company reserves the right,
but has no obligation, to become involved in any way with disputes between you and any other
User or Collector.
16. DISPUTE RESOLUTION BY BINDING ARBITRATION.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This dispute resolution by binding arbitration section is referred to in these Terms as the
“Arbitration Agreement.” You agree that any and all disputes or claims that have arisen,
or may arise between you and Company, whether arising out of or relating to these Terms
(including any alleged breach thereof), the Services, NFTs sold on Company’s Microsite,
NFT IP or any aspect of the relationship or transactions between you and us, will be
resolved exclusively through final and binding arbitration in accordance with the terms of
this Arbitration Agreement, except that you may assert individual claims in small claims
court, if your claims qualify. Further, this Arbitration Agreement does not preclude you
from bringing issues to the attention of federal, state, or local agencies, and such agencies
can, if the law allows, seek relief against us on your behalf. You agree that, by entering
into these Terms, you and Company are each waiving the right to a trial by jury or to
participate in a class action. Your rights will be determined by a neutral arbitrator, not a
judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of
this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF YOU AND US MAY BRING
CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND
COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE
OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT
OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED,
REPRESENTATIVE, OR CLASS PROCEEDING.
c. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer
Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration
Agreement. If there is any inconsistency between any term of the AAA Rules and any term
of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will
control unless the arbitrator determines that the application of the inconsistent Arbitration
Agreement terms would not result in a fundamentally fair arbitration. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the
arbitrator, will be strictly confidential for the benefit of all parties.
17. NOTICE FOR CALIFORNIA USERS.
Notice for California Users Under California Civil Code Section 1789.3, Users of the Services
from California are entitled to the following specific consumer rights notice: The Complaint
Assistance Unit of the Division of Consumer Services of the California Department of Consumer
Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of
Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112,
Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD).
Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may
contact us at Buena Via Art, LLC, 502 Meadow Creek Lane, Saint Louis MO, 63122.
18. SEVERABILITY.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as
reflected in the provision, and the other provisions of these Terms remain in full force and effect.
19. GOVERNING LAW.
These Terms will be governed by the laws of the State of Wyoming without regard to its conflict
of law provisions. You and Company submit to the personal and exclusive jurisdiction of the
state and federal courts located in Wyoming.
20. MISCELLANEOUS.
These Terms constitute the entire agreement between you and Company and govern your use of
the Services, NFTs sold on Company’s Microsites, and NFT IP, superseding any prior
agreements between you and Company with respect thereto. Except as otherwise provided
herein, these Terms 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 agree that regardless of
any statute or law to the contrary, any claim or cause of action arising out of or related to use of
the Services, any NFT sold on Company’s Microsite, NFT IP, or these Terms, must be filed
within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
The following terms used in this Terms of Use and Company’s Privacy Notice shall have the meanings
indicated:
Affiliate means, with respect to a Party, any entity that controls, is controlled by, or is under common
control with that Party. For purposes of this definition, the term "control" (including with correlative
meanings, the terms "controlled by" and "under common control” with") means the possession directly or
indirectly of the power to direct or cause the direction of the management and policies of an entity, whether
through the ownership of voting securities, by trust, management agreement, contract or otherwise.
Auction means the auction dedicated to the Content on the Microsite that will allow Buyers to Mint the
NFT associated with such Content.
Auction Price means the final price of the Auction of any NFT (i.e. primary sale) paid in cryptocurrency
by the relevant Buyer, net of any transaction cost.
Blockchain means a digitized, decentralized ledger where peer-to-peer transactions are recorded that
anyone can view and verify.
Blockchain Account means an address on the Blockchain that allows the Blockchain ledger to associate a
specific token, such as cryptocurrency, an NFT, or another type of crypto token, with a specific Blockchain
user.
Blockchain Wallet (“Wallet”) means digital Software that interacts with a Blockchain and enables users
to send, receive, and exchange cryptocurrency and NFTs. Wallets store public and private keys used to
digitally sign Blockchain transactions.
Buyer means a Person that purchases NFTs and Related Content on Company’s Microsite
.
Claim means any civil, criminal, administrative, regulatory, or investigative action or proceeding
commenced or threatened by a third party, including Governmental Authorities and regulatory agencies,
however described, or denominated.
Collector means the owner of a NFT sold on Company’s Microsite or NFT IP provided by Company.
Content means files containing information encoded with a digital version of items, such as audio, video,
photographs, in-game items, unique digital artwork; a ticket that gives accessto an event or acts as a coupon;
and other media or data files.
Decentralized Storage means peer-to-peer networks of user-operations that hold a portion of
overall Content, creating a resilient file storage sharing system. Examples of Decentralized Storage
are Areweave, Filecoin, and the InterPlanetary File System (“IPFS”), the latter is used in
conjunction with contract-based persistence or a pinning service such as Pinata or Infura.
Deploy(ed) means the act of publishing a smart contract to a Blockchain.
“Derivative” means a derivative work as defined in Title 17 U.S.C. § 101, as amended.
Exclusive Function means administrative Smart Contract executions and tasks available to the Smart
Contract owner.
External Function means Smart Contract executions and tasks available by users of a Smart Contract.
Gas Fees are Blockchain network chargesrequired to process transactions on a Blockchain.
Governmental Authority means any nation or government, any federal, state, province, territory, city,
town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental
Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board,
bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to government.
Initial Collector means the first owner of a NFT sold on Company’s Microsite or NFT IP, or the first
owner of an NFT or NFT IP transferred from a Company-related Blockchain Account to another’s
Blockchain Account.
Intellectual Property Rights means any and all intellectual property rights existing from time to time
under any law, including patent law, copyright law, moral rights law, trade secret law, trademark law
(together with all of the goodwill associated therewith), unfair competition law, publicity rights law, or
privacy rights law, and any and all other proprietary rights, and any and all applications, renewals,
extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. For
purposes of this definition, rights under patent law shall include rights under any and all patent applications
and patents (including letters patent and inventor's certificates) anywhere in the world, including any
provisionals, substitutions, extensions, supplementary patent certificates, reissues, renewals, divisions,
continuations in part (or in whole), continued prosecution applications, requests for continued
examination, and other similar filings or stages thereof provided for under the laws of the United States, or
of any other country.
Lazy Mint(ing) means a Minted NFT where Initial Collector pays the Gas Fees for this transaction.
Losses means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims
(including Taxes and all related interest and penalties incurred directly with respect thereto), however
described or denominated, and all related reasonable costs, expenses and other charges (including all
reasonable attorneys' fees and reasonable internal and external costs of investigations, litigation, hearings,
proceedings, document and data productions and discovery, settlement, judgment, award, interest and
penalties), however described or denominated.
Metadata, as used herein, means data that provides information about an NFT’s properties, such as its
name, description, traits, and other information found important.
Mint(ing) means the act of publishing an NFT to a Blockchain. Whomever Mints the NFT pays the Gas
Fees.
Microsite means a website or web page hosted by Company’s own domain or subdomain where Company
hosts one or more Sales or Auctions of certain NFTs.
NFT means a non-fungible token that represents ownership of a unique item and is not interchangeable
with another item due to unique properties. NFTs tokenize Content and Related Content, can only have one
owner at a time, and are recorded on a Blockchain.
NFT IP means Content, Related Content, and applicable Perks provided by Company.
Party; Parties mean Company and you and are sometimes individually referred to as a “Party” and
collectively as the “Parties.”
Payment Splitter means a smart contract that allows to split cryptocurrency payments from NFT Proceeds and part thereof among different Blockchain Accounts and Wallets. Proceeds are automatically split
according to the Payment Splitter.
Perks include, but are not limited to, experiences, discounts, opportunities, gifts, and giveaways, as determined
by Company in its sole discretion.
Person means an individual, corporation, limited liability company, partnership, trust, association, joint
venture, unincorporated organization, or entity of any kind or nature, or a Governmental Authority.
Proceeds means any cryptocurrency paid by each Buyer as purchase price for the purchase of NFT IP or
the NFT(s) through the Microsite (i.e. primary sale), net of any transaction costs.
Redeemables meansidentical NFTs.
Related Content means any tangible that is provided with or in relation to NFTs, Perks, or NFT IP, such
as physical items, collectibles, and physical art, including tangible items with a quick response (“QR”)
code linking the tangible item to the Content.
Resale Proceeds means any cryptocurrency or fiat paid by each Subsequent Buyer as purchase price for
the purchase of the NFT after the initial primary sale (i.e. on the secondary market), net of any transaction
costs.
Seller means any Person thatsells NFTs and NFT IP created by the Company.
Services herein include, but are not limited to, Company provided goods, services, Content, Related
Content, Perks, NFT purchase, sale, and transfer, and functionality offered on or through the Site
Smart Contract means Blockchain-stored code that programmatically executes logic that performs
various tasks, processes, or transactions that have been programmed into them to respond to a given set
of conditions.
Software means any computer programming code consisting of instructions or statements in a form
readable by individuals (source code) or machines (object code), and related documentation and supporting
materials therefor, in any form or medium, including electronic media.
Subsequent Buyer means any Person who purchases the NFT and relevant NFT IP on the secondary market.
Subsequent Seller means any Person who sells the NFT and relevant NFT IP on the secondary market
(including the buyer).
Trade Secrets means with respect to a Party and/or designated group including such Party, information
related to the services and/or business of the Disclosing Party or such group, and/or of a third party, which
(a) derives economic value, actual or potential, from not being generally known to or readily ascertainable
by other Persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts
by the Disclosing Party and/or such group that are reasonable under the circumstances to maintain its
secrecy, including (i) marking any information clearly and conspicuously with a legend identifying its
confidential or proprietary nature; (ii) identifying any oral presentation or communication as confidential
immediately before, during or after such oral presentation or communication; or (iii) otherwise, treating
such information as confidential or secret. Assuming the criteria in sections (a) and (b) above are met, Trade
Secrets include, but are not limited to, technical and nontechnical data, formulas, patterns,
compilations, computer programs and Software, devices, drawings, processes, methods, techniques,
designs, programs, financial plans, product plans, and lists of actual or potential customers and suppliers.
Transaction means any transactions, including, but not limited to: External Functions, Exclusive
Functions, and calls to a Smart Contracts; any tools or applications utilized to interact with or access
Blockchains or smart contracts; and any other transaction involving use of the Blockchain;
User means any person or entity accessing the Site or Services for any purpose.