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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.

@pranksy
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