TERMS & CONDITIONS OF SALE
You, the user (hereinafter, “You”, “Your” or “User”) agree and acknowledge the following Terms and Conditions of Sale (the “Agreement”)
The Website is an interface allowing you to view NFTs (as herein defined) on the Ethereum blockchain. If this Agreement or any amendments thereto are unacceptable to You, then you are required to immediately cease using the Website and to take necessary steps to unlink your Ethereum wallet.
Agreement means these Terms and Conditions of Sale, which constitutes a legally binding agreement between the User and the Company, governing the purchase of NFTs in the context of the Sale.
Artwork means the drawing and the graphic content owned by the Company and sold to the Purchaser under this Agreement.
Company means DELUXELABS LLC as defined in the Legal Notice above.
Parties means the User and the Company and “Party” refers to one of them.
User means any person who subscribes to the NFTs’ sale on the Website.
NFTs means the non-fungible tokens issued by the Company which represents Artwork based on the DELUXELABS & DELUXEGOAT universe.
Sale means the issuance of NFTs by the Company from the Website.
You means you as the current user or purchaser, and Party of these Terms and Conditions.
Website means all content and services of the Company accessible from the https://deluxelabs.xyz domain, its linked domain and subdomains.
These Terms and Conditions are related to the sale of NFTs by the Company (the “Company”) on its Website. It solely governs the contractual relationship between You and the Company regarding the Sale and any related contract.
By accessing the Website, linking your Ethereum wallets and/or purchasing an NFT from the Company, you accept and agree to these Terms and Conditions without any condition or restriction:
If You do not agree to this Agreement, you the User shall not participate in the Sale made by the Company or make any use of the Website.
You confirm and acknowledge that Schedule “A” forms a part of this Agreement, and that you are bound by the covenants therein;
You confirm that you have the legal capacity to receive and hold and make use of the NFT under USA jurisdiction and any other relevant jurisdiction.
You must be at least thirteen (13) years to access and use the platform; if you are between the ages of thirteen (13) and eighteen (18) years old (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence) you may only access and use the platform with the prior permission of your parent or legal guardian, and you represent and warrant to us that you have such permission and that your parent or legal guardian has reviewed and discussed these terms of service with you. Since certain content made available on the platform may not be suitable for minors, we recommend that parents or legal guardians who permit their child to access and use the website to supervise such child’s activity, including, without limitation, any engagement with any other user thereon.
You warrant that the purchase of any NFT from the Website will not amount to breach of any agreements with any third parties, banks or financial institutions, or any other form of agreement, or of any applicable laws of your jurisdiction, or an of a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You acknowledge (i) having the necessary knowledge and understanding of the blockchain technology and the NFTs, and (ii) understand the risks associated with blockchain-based software systems and NFTs as described hereof and in the current Agreement.
You understand that the purchase of NFTs can be affected by economic risks, including but not limited to partial or total loss of value.
You understand that the NFTs’ purchase can be affected by technological risks, including but not limited to security error or failure allowing and/or resulting in hacking and stealing of Purchaser and/or Website data; stealing or loss of the Purchaser external wallet private key or his access to the Website; risks associated with blockchains protocol and lack of transparency in NFTs industry and marketplace.
You understand that the NFTs’ purchase can be affected by legal risks, including but not limited to the lack of regulation and the subsequent lack of any guarantees associated with NFTs sale and exchange services; if you are not a US citizen, the risk of being legally prohibited or restricted in your country; any amendment of the applicable legislation, regulations, opinions, decisions, injunctions, that may impact the existence, lawfulness, or status of NFTs
You understand that the Project can be affected by threats, including but not limited to total or partial economic and/or technical failure of the Project, including but not limited because of its early stage of development; a change in the development strategy of the Project or the modification of the Properties attached to the NFTs.
You acknowledge and agree that there are significant other risks that the Company cannot anticipate since NFTs are new and untested.
You represent and warrant that you understand the cryptocurrencies and NFT market, along with associated risks, expenses, and fee. To initiate certain transactions on the Website, a User must voluntarily invoke one or more smart contract operations from an Ethereum Wallet. All such transactions on the Website, including sale or purchases of NFTs are initiated though one or more smart contracts at the sole discretion and at the complete risk of the Users. The smart contracts are configured to facilitate the execution of a sale or transfer an NFT. The User acknowledges the risk of smart contracts and agrees to be bound by the outcome of any smart contract operation by invoking, calling, requesting, or otherwise engaging with the smart contract, whether or not the smart contract behaves as per the User’s expectations. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavourable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
You understand that the NFT(s) will be purchased with Ethereum and that the Company has no control over gas fees collected by Ethereum miners. You also understand that the Company does not have the ability to reverse Ethereum transactions.
You are entirely responsible for the safety and management of your own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
To release the NFTs and fund the project, the Company offers NFTs from a dedicated website. The web address of this website will be given at the time of the mint. The NFT acquisition does not confer any rights on the Company or in the future development.
The NFT’s price is determined at the moment of Your purchase. You expressly agree that the price is subject to changes.
By participating in the purchase of NFT, the buyer confirms that he/she is in compliance with the regulations of his/her country.
To the fullest extent permitted by applicable law, You undertake to indemnify, defend and hold harmless the Company from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to (i) your Subscription or use of the NFTs; (ii) your responsibilities or obligations under this Contract; and (iii) your breach of this Contract. You may not infringe the reputation of the Company or any of its interests.
Company undertakes to act with the care normally expected from a professional in his field and to comply with the best practice in force. The best endeavor obligation only binds the Company. Subject to any applicable contrary law, You may only incur the Company’s liability if You prove that (i) the Company acted wrongfully and intentionally and (ii) exclusively if this behavior caused You a specific, personal and direct damage.
Force Majeure Event
The Company shall not be liable for its failure to perform any of its obligations to Purchaser hereunder, during any period in which such performance is delayed by circumstances beyond its reasonable control (“Force Majeure Event”). The Parties expressly agree that a failure of a blockchain protocol or technology (e.g., a wallet) will be considered as a Force majeure Event. If a Force Majeure Event occurs, the Company shall notify the Purchaser as soon as possible of such an event preventing the normal execution of the Sale.
Amendment or Update
At its sole discretion and without prior notice, the Company may amend, change, update or add to the current Terms and Conditions. In this event, You will receive a notification and have the right (i) to accept the update or (ii) to stop participating on the Sale. If You continue to participate, you are deemed to have accepted the amendment.
You acknowledge without limitation that all intellectual property rights mentioned on the Website are the sole property of their respective owners. References to any product, platform, third-party service do not constitute recommendations or endorsements from the Company regarding them. You further acknowledge that Schedule “A” forms a part of this Agreement, and that you are bound by the covenants therein.
Information which directly or indirectly identifies Purchasers (“Personal Data”) is processed by DELUXELABS in connection with the participation on the Sale, including by means of cookies. To this end, the Company has implemented and maintained physical and technical measures that reasonably and appropriately protect the confidentiality, integrity, security and availability of the Purchaser’ Personal Data.
By participating in the Sale and accept the present Contract, the Purchaser agrees and authorizes the Company to share, if and when necessary, the Personal Data with any trusted third party for the sole purposes of the Sale. Besides, the Purchaser acknowledges that the Company may be required to provide the Personal Data to any regulatory bodies or administrative authorities if required by law.
During the consultation of the Website, cookies may be registered on Your electronic devices to make the Website use easier and to collect statistics relating to attendance and access.
Cookies are text files that the Website records on the terminal in order to store various technical data to facilitate the Website use and to collect statistical information about its Purchasers.
Purchasers are informed beforehand of the store on their terminal information. Purchasers are free to accept or refuse the storage of cookies. Continuing to navigate on the Website after having been informed means that the Purchaser accepts the data collection.
Right of Withdraw
By purchasing Company’s NFTs, You accept that You will not have any right of withdrawal or cancellation right of the NFTs’ purchase, without any restriction or condition.
Any failure of the Company to exercise or enforce any right of these Terms and Conditions will not constitute a waiver or a limit of such right.
To waive any of its rights, the Company shall solely (i) expressly and (ii) in writing waive its right.
These Terms and Conditions constitute the complete and exclusive understanding and agreement the Company has with You regarding the Sale. They shall supersede any prior agreements, including in the event of a conflict.
Contact and Notices
If You have any questions regarding this Agreement, please contact the Company at the following address firstname.lastname@example.org
This Contract may be written in other languages. In the event of a dispute, only the English version shall prevail.
Applicable Law and Jurisdiction
Unless otherwise required by law, this Agreement and any contractual relationship arising from the Sale are governed by, and construed and interpreted in according with, the laws of Delaware, USA solely.
No legal action may be brought against the Company without prior formal notice by registered letter acknowledging receipt.
In a dispute, the Purchaser agrees to seek an amicable settlement before any legal action. The Purchaser undertakes to inform the Company at the following address: email@example.com. He shall specify its contact details and provide any information allowing us to appreciate the origin and the implications of the dispute.
Unless otherwise required by law and failing to reach an amicable solution to the dispute, the Parties irrevocably consent that the competent courts of Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with this Contract.
Copyright Assignment and Waiver of Moral Rights
DeluxeGoat: Genesis & DeluxeGoat: Dimensions are collections of digital artworks running on the Ethereum network (the “Collection”).
Ownership of any particular artwork from the Collection (a “NFT”), as evidenced by ownership on the Ethereum blockchain, is a complete ownership of the NFT, the underlying artwork, and any and all right, title, and interest in the NFT, including copyright and moral rights.
The sale of any NFT, as evidenced by a transfer on the Ethereum blockchain, shall constitute a coincidental assignment by the seller (the “Assignor”) to the buyer (the “Assignee”) of all right, title, and interest, including copyright and moral rights, that Assignor has or may have in and to the NFT.
NOW THEREFORE in consideration of one dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignor:
Assignor does hereby sell, grant, convey, assign and set over unto Assignee, its successors and assigns, on an exclusive basis, any and all of its right, title and interest, in and to the NFT and to all of the assets, contracts, rights and obligations relating thereto, including without limitation, copyrights and renewals and/or extensions thereof, and all physical and metaphysical elements of the NFT.
Assignor grants to Assignee a non-exclusive, irrevocable, perpetual and fully paid right and license to any trade secrets and know-how of Assignor embodied in the NFT that are necessary or useful to Assignee to fully and effectively use the NFT.
Assignor agrees to fully indemnify and hold harmless Assignee for any and all infringement claims which may arise at any time against Assignee in relation to the NFT in any jurisdiction worldwide.
Assignor agrees to execute, at any time, all further documents which may be necessary to obtain any copyright registrations or otherwise affect all rights under copyright law relating to the NFT.
This agreement will be governed and construed according to the laws of the United States of America and the State of Delaware and all parties hereby attorn to the jurisdiction of the courts of Delaware, USA (whether under provincial or federal law).
This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof.