1. These terms and conditions constitute a legally binding
agreement (the “Agreement”) between you (also referred to herein
as “you”, “your” or “Primary Purchaser”) and NFTboxes Limited, a
company registered in England and Wales under company number
13154380 whose registered office is at 5 Deansway, Worcester,
England, WR1 2JG (“we”, “our” or “us”), governing your purchase of
NFTs from us (the “Purchase”).
1.2 BY PURCHASING NFTs FROM NFTBOXES LIMITED,
YOU AGREE TO BE BOUND BY THESE TERMS. If you do not
agree to these Terms & Conditions or you do not meet the eligibility
criteria as stated below, you may not purchase NFTs from us.
1.3 By entering into these Terms & Conditions, and/or by you
Purchasing NFTs from us, you expressly acknowledge that you
understand these Terms & Conditions and accept its terms.
2. Definitions.
The following definitions have the following meaning in these Terms
and Conditions:-
“Art” means any digital art, graphics, images, sound clips, video
clips, 3D models, designs and drawings and other forms of digital
media that form part of the NFT that you Own and any physical art
counterparts related to your NFT (if applicable). For the avoidance
of doubt “Art” does not include any physical art or physical assets
including but not limited to prints, sketches, drawings and murals
which may co-exist alongside your NFT unless we expressly
confirm that you will either (a) receive a physical print of your Art or
(b) receive a physical print of your Art if you choose to burn your
NFT version of your Art.
“Name and Likeness” means the name, nicknames, images,
likenesses, marks, copyrights, trade dress, tradenames, trade
designs or other intellectual property of NFTboxes Limited.
"NFT" means any blockchain-tracked, non-fungible token, including
but not limited to those conforming to the Ethereum ERC-721
standard or the Ethereum ERC-1155 standard within an NFTbox,
as applicable.
“NFTbox” means a collection of NFTs and any physical Art
accompanying your NFTs (if applicable) bundled together by us for
your enjoyment which are sold by us from time to time.
“NFTboxes Limited” means NFTboxes Limited, a company
registered in England and Wales under company number 13154380
whose registered office is at 5 Deansway, Worcester, England,
WR1 2JG.
“Own” means, with respect to an NFT, an NFT that you have
purchased or otherwise rightfully acquired from a legitimate source,
where proof of such purchase is recorded on the relevant
blockchain.
“Primary Market” means the first sale by us of NFTs contained
within NFTboxes via our website https://www.nftboxes.io.
“Primary Purchase” means a purchase of a Subscription on the
Primary Market.
“Purchasing” means buying NFTs contained within NFTboxes from
us and “Purchase” shall be construed accordingly.
“Purchased NFTs” means NFTs that you Own.
“Secondary Market” means where an NFTbox or its constituent
NFTs are sold by the Primary Purchaser or a successor in title on a
secondary marketplace including but not limited to
on https://www.opensea.io or any other secondary marketplace
which allows the sale and purchase of NFTs.
“Subscription” means to sign up with us to buy 3, 6 or 9 NFTboxes
in succession, meaning you pay up front for your 3, 6 or 9
NFTboxes which, once you have formally subscribed, are
automatically secured for you, when these 3, 6 or 9 NFTboxes are
issued by us and “Subscribe” and “Subscribing” shall be interpreted
accordingly.
“Third Party IP” means any third-party intellectual property rights,
including but not limited to copyrights, patent rights (including,
without limitation, patent applications and disclosures), trade
secrets, trademarks, know-how or any other intellectual property
rights recognized in any country or jurisdiction in the world.
3. Eligibility.
3.1 Purchasing NFTs is open only to people who have the right
and authority to enter into these Terms & Conditions, are fully able
and competent to satisfy the terms, conditions and obligations
herein and who are using currency that such party is the lawful
holder thereof.
3.2 Each Primary Purchaser may only purchase one NFTbox from
each monthly or consecutively issued, if issued otherwise than
monthly, (as the case may be) NFTbox issued by us to the Primary
Market per Ethereum address.
3.3 By becoming a Primary Purchaser, you confirm that you are at
least 18 years old or you have all appropriate parental or guardian
permissions to participate and to Purchase NFTboxes from us.
3.4 Unfortunately you are not eligible to be a Primary Purchaser if
you are located in any UK sanctioned countries as per the attached
link - https://www.gov.uk/government/collections/financial-
sanctions-regime-specific-consolidated-lists-and-releases. You
must not purchase NFTs from us if this applies to you.
4. Ownership
4.1 NFTboxes Limited (or, as applicable, its licensors, which may or
may not include the artist who created the Art) owns the legal right,
title and interest in and to the Art and Name and Likeness, and all
intellectual property rights therein.
4.2 The rights that you have in and to the Art are limited to those
expressly stated in these Terms & Conditions below.
4.3 NFTboxes Limited and its licensors reserve all rights in and to
the Art not expressly granted to you in these Terms & Conditions.
All purchases of Purchased NFTs, as well as associated charges,
are non-refundable.
4.4 This no-refund policy shall apply at all times regardless of your
decision to terminate usage of the Purchased NFTs, any disruption
to the operations of any components of the Purchased NFTs, or any
other reason whatsoever.
4.5 All Subscriptions are non-refundable and non-exchangeable.
Be careful to check you wish to Subscribe and that you agree these
Terms & Conditions before Subscribing otherwise you must not
Subscribe.
4.6 Primary Purchases
(i) Each Primary Purchaser of a single NFTbox will receive a
number of NFTs containing the Art featured in those NFTs within
that issued NFTbox.
(ii) Each Primary Purchaser who is buying a Subscription of
NFTboxes will receive for either 3, 6 or 9 consequentially issued
NFTboxes (depending upon which Subscription option is chosen
and paid for by the Primary Purchaser), a number of NFTs
containing the Art featured in those NFTs within either 3, 6 or 9
consecutively issued NFTboxes.
4.7 All NFTs are for personal enjoyment only and you will not be
entitled to any other compensation or rights except as expressly set
out in these Terms & Conditions.
5. Limited License Grant.
5.1 Subject to your continued compliance with these Terms &
Conditions, NFTboxes Limited grants you a worldwide, non-
exclusive, non-transferable (except as expressly provided herein),
royalty-free license to display the Art for your Purchased NFTs,
solely for 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 NFTs, provided that the marketplace cryptographically verifies
each NFT owner’s rights to display the Art for their Purchased NFTs
to ensure that only the actual owner can display the Art; or
(iii) as part of a third-party website or application that permits the
inclusion, involvement, or participation of your NFTs, provided that
the website/application cryptographically verifies each NFT owner’s
rights to display the Art for their Purchased NFTs to ensure that
only the actual owner can display the Art, and provided that the Art
is no longer visible once the owner of the Purchased NFTs leaves
the website/application.
6. Transfer Rights and Payment Obligations.
6.1 You have the limited right to transfer the Purchased NFTs,
provided that:-
(i) the transferee accepts all of these Terms & Conditions;
(ii) NFTboxes Limited is paid any Secondary Market revenue, if the
platform through which the transfer is being made supports it;
(iii) you have not prior to the transfer breached these Terms &
Conditions;
(iv) prior to the transfer your license to the Purchased NFTs has not
been terminated; and
(v) the party purchasing the Purchased NFTs provides NFTboxes
Limited with a valid Ethereum address. You acknowledge and
agree that the foregoing amounts payable to NFTboxes Limited
hereunder do not include, and are not intended to cover, any
additional fees imposed or required by the platform through which
you are transferring the Purchased NFTs.
6.2 You may sell your NFTboxes and/or your Subscription and/or
any of the constitutent NFTs contained within an NFTbox before we
have delivered up all of your Subscribed NFTboxes to your chosen
Ethereum wallet address provided we are supplied with the
Ethereum wallet address for the person who purchases from you on
the Secondary Market to enable us to air-drop the subscribed but
yet to be fulfilled NFTboxes and their constituent NFTs directly.
7. Restrictions.
7.1 You agree that you may not, nor may you permit any third party
to do or attempt to do any of the following without NFTboxes
Limited’s express prior written consent in each case:
(i) modify the Art for your Purchased NFTs in any way, including,
without limitation, the shapes, designs, drawings, attributes, or
colour schemes;
(ii) use the Art for your Purchased NFTs to advertise, market, or sell
any third party product or service;
(iii) use the Art for your Purchased NFTs in connection with images,
videos, or other forms of media that depict hatred, intolerance,
violence, cruelty, or anything else that could reasonably be found to
constitute hate speech or otherwise infringe upon the rights of
others or use the Art for your Purchased NFTs for any political or
other campaigns;
(iv) use the Art for your Purchased NFTs in movies, videos, or any
other forms of media, except solely for your own personal, non-
commercial use;
(v) sell, distribute for commercial gain (including, without limitation,
giving away in the hopes of eventual commercial gain), or otherwise
commercialize merchandise that includes, contains, or consists of
the Art for your Purchased NFTs;
(vi) attempt to trademark, copyright, or otherwise acquire additional
intellectual property rights in or to the Art for your Purchased NFTs;
or
(vii) otherwise utilize the Art for your Purchased NFTs for your or
any third party’s commercial benefit.
7.2 To the extent that Art associated with your Purchased NFTs
contains Third Party IP (e.g., licensed intellectual property from a
celebrity, singer, actor, athlete, or other individual or company), you
understand and agree as follows:
(i) that you will not have the right to use such Third-Party IP in any
way except as incorporated in the Art, and subject to the license
and restrictions contained herein;
(ii) that, depending on the nature of the license granted from the
owner of the Third-Party IP, NFTboxes Limited may need to pass
through additional restrictions on your ability to use the Art which
we will notify to you by posting them on our website
www.nftboxes.io; and
(iii) to the extent that NFTboxes Limited informs you of such
additional restrictions by posting them on the NFTboxes website,
you will be responsible for complying with all such restrictions from
the date that you receive the notice, and that failure to do so will be
deemed a breach of these Terms & Conditions. The restrictions in
these Terms & Conditions will survive the expiration or termination
of these Terms & Conditions.
8. Termination of Limited License Upon Transfer of Purchased
NFTs.
8.1 The license granted above applies only to the extent that you
continue to Own the applicable Purchased NFTs.
8.2 If at any time you sell, trade, donate, give away, transfer, or
otherwise dispose of your Purchased NFTs for any reason, the
license granted above will immediately expire with respect to those
NFTs without the requirement of notice, and you will have no further
rights in or to the Art for those NFTs.
9. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.
9.1 AS USED HEREIN THE PHRASE “NFTBOXES” MEANS
NFTBOXES LIMITED, ITS DIRECT AND INDIRECT PRESENT
AND FUTURE PARENT, SUBSIDIARY AND AFFILIATE ENTITIES
AND THEIR RESPECTIVE VENDORS AND LICENSORS.
9.2 ALL PURCHASED NFTS ARE PROVIDED “AS IS” AND “AS
AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER
EXPRESS OR IMPLIED. TO THE FULLEST EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, NFTBOXES
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. TO THE FULLEST EXTENT
PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL
NFTBOXES BE LIABLE TO YOU FOR ANY PERSONAL INJURY,
PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE
GOODS, LOSS OF DATA, LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY
FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT
OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED
TO ANY NFT PURCHASED FROM US INCLUDING BUT NOT
LIMITED TO THE PURCHASED NFTS, ANY TECHNOLOGY
AND/OR PARTIES RELATED TO THE PURCHASE, INCLUDING
BUT NOT LIMITED TO BLOCKCHAIN, METAMASK OR OTHER
DIGITAL WALLET.
9.3 NFTBOXES ACCEPTS NO LIABILITY TO YOU FOR ANY
LOSS YOU SUFFER AS A CONSEQUENCE OF THEFT OF THE
NFTS OR NFTBOXES PURCHASED BY YOU.
9.4 YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES
WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF
CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, OR FALL
UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF
THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF
A DISCLAIMING PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGE AND IN ANY
EVENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NFTBOXES LIMITED’s TOTAL AGGREGATE
LIABILITY SHALL NOT EXCEED (I) 10% OF THE TOTAL SUM PAID
DIRECTLY BY YOU TO NFTBOXES LIMITED FOR THE
APPLICABLE PURCHASED NFTS AND (II) 1% OF THE TOTAL
SUM PAID BY THE PRIMARY PURCHASER TO US FOR THE
NFTBOX PURCHASED WHICH IS THEN SOLD ON BY THAT
PRIMARY PURCHASER ON THE SECONDARY MARKET. IF
APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF
THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE
LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW. 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 GROSS
NEGLIGENCE.
10. ASSUMPTION OF RISK.
10.1 You acknowledge and agree as follows:
(i) to the extent there is a price or market for a blockchain asset,
such markets and prices are extremely volatile, and variations in the
price of other digital assets could materially and adversely affect the
value of any digital asset(s) you own, such as Purchased NFTs,
and there is no guarantee Purchased NFTs will have or retain any
value;
(ii) there are risks associated with using an Internet-native assets
(e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not
limited to, the risk of hardware, software and Internet connections
and/or failures, the risk of malicious software introduction, and the
risk that third parties may obtain unauthorized access to information
stored within your digital “wallet”, and NFTboxes will not be
responsible for any of these, however caused;
(iii) NFTboxes do not make any promises or guarantees about the
availability of the Art on the Internet or that they will host the Art at
any specific location and/or for any specific period of time;
(iv) NFTs are made available solely for entertainment purposes;
(v) NFTboxes are not responsible for any transaction between you
and a third party (e.g., your purchase of a Purchased NFTs from a
third party on the so-called “secondary market”), and NFTboxes
shall have no liability in connection with any such transaction;
(vi) NFTboxes Limited does not make any promises or guarantees
related to any MetaMask Wallet, any other digital wallet, blockchain
or any other third parties related to the Purchase and each of their
applications and/or services, including but not limited to the
continued availability of either and/or the protection and/or storage
of any data you provide to those parties;
(vii) there also exists:
(a) the risk of losing access to Purchased NFTs due to loss of
private key(s), custodial error or purchaser error;
(b) the risk of mining attacks;
(c) the risk of hacking, security weaknesses, fraud, counterfeiting,
cyberattacks and other technological difficulties;
(d) the risk of changes to the regulatory regime governing
blockchain technologies, cryptocurrencies, and tokens and new
regulations, unfavourable regulatory intervention in one or more
jurisdictions or policies any of which may materially adversely affect
the use and value of the Purchased NFTs; and
(e) the risks related to taxation;
(viii) that NFTs are not legal tender and are not backed by any
government; and
(ix) NFTboxes Limited is not responsible for any transaction
between you and a third party. In addition to assuming all of the
above risks, you acknowledge that you have obtained sufficient
information to make an informed decision to license the Purchased
NFTs and that you understand and agree that you are solely
responsible for determining the nature, potential value, suitability
and appropriateness of these risks for yourself. NFTboxes Limited
cannot and does not represent or warrant that any Purchased
NFTs, or its supporting systems or technology, is reliable, current or
error-free, meets your requirements, or that defects in the
Purchased NFTs, or its supporting systems or technology, will be
corrected. NFTboxes Limited cannot and does not represent or
warrant that the Purchased NFTs or the delivery mechanism for it
are free of viruses or other harmful components. You accept and
acknowledge that NFTboxes Limited will not be responsible for any
communication failures, disruptions, errors, distortions or delays
you may experience in purchasing NFTs from us.
11. Governing Law.
11.1 These Terms & Conditions and all matters related to them
and/or any NFTs shall be governed by, construed, and enforced in
accordance with the laws of England and Wales, as they are
applied to agreements entered into and to be performed entirely
within England and Wales and without regard to conflict of law
principles, except to the extent that law is inconsistent with or pre-
empted by applicable law.
11.2 Any action related to these Terms & Conditions and/or any
NFT shall be brought in the appropriate courts located in England
and Wales; and you and NFTboxes Limited both irrevocably
consent to the non-exclusive jurisdiction and venue of the courts in
England and Wales for the adjudication of all claims.
12. Changes.
12.1 We may make changes to these Terms & Conditions from time
to time. When we make changes, we will make the updated Terms
& Conditions available on NFTboxes Limited’s website and update
the “Last Updated” date at the beginning of these Terms &
Conditions accordingly.
12.2 Please check these Terms & Conditions periodically for
changes. Any changes to these Terms & Conditions will apply on
the date that they are made and, by way of example, your
continued access to or use of the Art after these Terms &
Conditions has been updated will constitute your binding
acceptance of the updates.
13. Indemnity.
13.1You will defend, indemnify, and hold NFTboxes Limited,
including each of their respective affiliates, subsidiaries, parents,
successors and assigns, and each of our respective officers,
directors, employees, agents, or shareholders, harmless from any
claims, actions, suits, losses, costs, liabilities and expenses
(including reasonable attorneys’ fees) relating to or arising out of
your license, sale or possession of the Purchased NFTs and/or your
purchasing NFTs from us, including:
(i) your breach of these Terms & Conditions or the documents it
incorporates by reference;
(ii) your violation of any law or the rights of a third party as a result
of your own interaction with such third party;
(iii) any allegation that any materials that you submit to us or
transmit in the course of the Purchase, communications seeking
NFTboxes Limited’s consent to activities or otherwise, infringe or
otherwise violate the copyright, trademark, trade secret or other
intellectual property or other rights of any third party; and/or
(iv) any other activities in connection with the Purchase or the
Purchased NFTs. This indemnity shall be applicable without regard
to the negligence of any party, including any indemnified person.
14. Controlling Version.
14.1 If you are provided a translation of these Terms & Conditions,
the original version in English will be used in deciding any issues or
disputes which arise under these Terms & Conditions.
15. Severability.
15.1 If any term or provision of these Terms & Conditions is invalid,
illegal, or unenforceable in any jurisdiction, such invalidity, illegality,
or unenforceability shall not affect any other term or provision of
these Terms & Conditions or invalidate or render unenforceable
such term or provision in any other jurisdiction.
16. Contact Us/Notice.
16.1 If you have any questions or concerns, including if you need to
access these Terms & Conditions in an alternative format, we
encourage you to contact us via e-mail at Legal@pranksy.io.