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 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.
The following definitions have the following meaning in these Terms and Conditions:-
“Activated Account” means as defined in clause 4.6(i) below and “Activate”, “Activated” and “De-Activate” shall be interpreted accordingly.
“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. 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.
“Coincover” means Digital Asset Services Ltd (trading as Coincover), a company registered in England and Wales under company number whose registered office is at C/O Capital Law Limited, Capital Building, Tyndall Street, Cardiff, Wales CF10 4AZ.
“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 bundled together by us for your enjoyment which are normally sold by us 9 times in each calendar year.
“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 NFTboxes via our website https://www.nftboxes.io.
“Primary Purchase” means a purchase of a Subscription on the Primary Market.
“Purchasing” means buying NFTboxes from us.
“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.
“Services” means the theft cover services more particularly described in Annex A available to you to Activate by opting in via Coincover’s new NFT vault service which can be found here: https://www.coincover.com/ such Services being paid for by NFTboxes for any NFTbox, or NFTbox Subscription purchased during 2022, once Activated for the duration set out clause 4.6 below only and after the expiry of which your Services shall automatically cease unless you opt at your own cost and expense to extend or to renew your Services with Coincover.
“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.
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.
4. Ownership and Opt-in Theft Cover available via Coincover’s NFT Vault Service available at https://www.coincover.com.
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 the following:
(a) a number of NFTs containing the Art featured in those NFTs within that issued NFTbox; and
(b) opt-in theft cover for thirty (30) days from the point of Activation via Coincover for the NFTbox Purchased which may be claimed and be Activated from the date we air-drop the NFTs to the nominated Ethereum wallet address for the Purchased NFTbox, as referenced above
(each the “Services”).
For the avoidance of doubt, no Services shall be provided unless and until a Primary Purchaser Activates their Services and requests the delivery of Services from the Supplier plus satisfies the requirements for Activation set out in clause 4.6(iii) below, and Supplier confirms to that Primary Purchaser that are covered and Activates the commencement of the Services for that Primary Purchaser (“Activated Account” and the terms “Activate” and “Activated” shall be interpreted accordingly).
(ii) Each Primary Purchaser who is buying a Subscription of NFTboxes will receive the following:
for either 3, 6 or 9 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; and
opt-in Services for Subscribed NFTboxes for 4 months, 8 months or 12 months respectively from the point of Activation via Coincover which may be claimed and be Activated from the date we air-drop the NFTs for the first Subscribed NFTbox to the nominated Ethereum wallet address.
The Primary Purchaser has to proactively Activate their Services with Coincover and provide all information necessary including but not limited to:-
their Ethereum wallet address used for the Primary Purchase of a Subscription for NFTboxes;
(b) evidence of Primary Purchase of a Subscription for NFTboxes;
(c) know your customer information including, but without limitation, information which proves the Primary Purchaser’s identity and address; and
(d) any other information requested by Coincover to Activate the Services.
No automatic cover is provided and the Primary Purchaser is NOT covered unless and until they proactively Activate their Services by following the requisite steps to obtain cover as specified by Coincover.
The Primary Purchaser is able to Activate their cover for:-
1 NFTbox within 1 month starting on the day the NFTs are air-dropped into an NFTbox bought via Primary Purchase from April 2022 onwards;
3 NFTboxes within 4 months starting on the day the NFTs are air-dropped into your first Subscribed NFTbox;
6 NFTboxes within 8 months starting on the day the NFTs are air-dropped into your first Subscribed NFTbox; and
9 NFTboxes within 12 months starting on the day the NFTs are air-dropped into your first Subscribed NFTbox,
and in each case the Services shall commence from the date and time of Activation of Services being confirmed by Coincover, not from the point of air-drop of the NFTs, for 1 month, 4 months, 8 months or 12 months respectively including the date of Activation. If the theft of NFTs occurs prior to Activation of the Services, the Primary Purchaser will not be covered.
The Services are only available to Primary Purchasers. If you sell or transfer your NFTboxes or NFTs, you are no longer eligible for Services from Coincover. The Services are subject always to the conditions of cover supplied by Coincover and you acknowledge and agree that the Services have no exchange or transfer value.
The Services operate from Activation for the period outlined in clause 4.6(iv) above dependent upon whether you bought 1 NFTbox, or a Subscription for 3, 6 or 9 NFTboxes respectively. For example if you Activate cover 7 days after we air-drop the NFTs into your Ethereum wallet, your Services will apply for 1 month from the point at which Coincover confirms your Activated Account.
If a Primary Purchaser wishes to move its NFTbox or the NFTs within an NFTbox to a hardware wallet, please check with Coincover in advance to ensure it does not De-Activate any Services or remove your eligibility to claim Services in the first place.
Further information regarding the Services can be found here: https://www.coincover.com/.
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 ten percent (10%) of the gross amounts paid by such party relating to the Purchased NFTs, including but not limited to any transfer price and any other related compensation (e.g. (1) such payment shall be paid on the same terms and at the same time as you are paid);
(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.
7.1 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; 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 OR SERVICES, 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. SERVICES IS BEING PROVIDED BY DIGITAL ASSET SERVICES LIMITED, TRADING AS COINCOVER, NOT BY NFTBOXES LIMITED, AND NFTBOXES LIMITED ARE NOT LIABLE TO YOU IN RESPECT OF ANY PAYMENTS OR WITHHOLDINGS UNDER SUCH SERVICES.
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, THE NFTBOXES LIMITED PARTIES’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED 10% OF THE TOTAL SUM PAID DIRECTLY BY YOU TO NFTBOXES LIMITED FOR THE APPLICABLE PURCHASED NFTS. 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.
12.1 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.
13.1 You 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.
15.1 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.