Terms and conditions
Last Updated: June 15, 2022
These terms and conditions ("Terms") shall govern the rights granted to you ("you" or "User") by Miss Wolf AG, domiciled in Zurich, Switzerland ("the Company"; "we") regarding any non-fungible blockchain-based digital token ("NFT") initially made available by us, or the use of any related Art (as defined below).
By acquiring, accepting, holding, using or transferring any non-fungible blockchain-based digital token ("NFT") initially made available by us, or by using any related Art (as defined below) for any purpose, you agree to be bound by these Terms.
These Terms do neither govern the purchase (or other acquisition) of the NFT as such on the secondary market (e.g. via an third-party marketplace like opensea.io) nor your corresponding relationship with the former owner (e.g. seller) of the NFT.
II. Restricted License
"Art" means any art, design, and drawings or other content (in any form or media, including, without limitation, video, 3D rendering or photographs; whether or not copyrighted or copyrightable) that may be associated with your NFT.
Art is separate from the associated NFT and is not sold or otherwise transferred to you but is instead licensed to you as set forth in these Terms. All licenses under these Terms are granted to the legitimate owner of the NFT associated with the Art and are, therefore, granted to you only for so long as you are the owner of that NFT.
Subject to your legitimate ownership of the NFT and compliance with these Terms, we grant you a worldwide, non-exclusive, transferable (only together with a transfer of the respective NFT, otherwise non-transferable), royalty-free license to use, copy, and display the Art represented by the NFT, solely for the following purposes:
to use, reproduce, archive, modify and display the Art in any physical or digital medium, existing or future, in a strictly private setting and only for personal and non-commercial use;
as part of reselling the NFT in a public setting, on any existing or future physical or digital media, your own or a third-party website or application including social networks, physical and online museums and galleries, metaverse or any other marketplace (collectively "Marketplace") that permits the purchase and sale of the NFT, provided that the Marketplace cryptographically verifies each NFT-owner&pos;s rights to display the Art of their NFT to ensure that only the actual owner can display the Art and provided that the Art is no longer visible once you leave the Marketplace; or
to display the Art, digitally or as a physical print, as part of a public exposition in a non-commercial context, such as in a museum.
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason, the license granted in this section will immediately terminate with respect to that NFT (and the Art represented by that NFT) without the requirement of notice, and you will have no further rights in or to the Art for that NFT. In such case, the rights set forth in this section will be automatically with the new legitimate owner of the NFT.
In case you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason, you shall make available and impose these Terms to the subsequent owner of the NFT.
You understand and agree:
that your purchase of an NFT, does not give you any rights or licenses in or to the Art associated the NFT other than those expressly contained in these Terms;
that you do not have the right, except as otherwise set forth in these Terms, to make use of any elements of the Art associated with the NFT in a commercial manner, which includes any reproduction or distribution of the Art outside the scope of the license granted herein, without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and
that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks (or third-party marks included in the Art), or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion. Notwithstanding the foregoing, the Company reserves the right to use and display the Art on its website and/or use or publish the Art by any means (e.g., for exhibition purposes).
Furthermore, you agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors&pos;) express prior written consent in each case:
modify the Art of your NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes;
use the Art of your NFT to advertise, market, or sell any third-party product or service.
use the Art of your NFT 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.
use the Art of your NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use;
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 of your NFT;
attempt to trademark, copyright, or otherwise acquire and/or apply for additional intellectual property rights in or to the Art of your NFT; or
otherwise utilize the Art of your NFT for your or any third-party&pos;s commercial benefit.
IV. Limitation Of Warranty and Liability
WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS MAKE NFTS AND RELATED ART, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE "AS IS" AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
The Company’s liability under this Agreement is limited to the extent permissible under Swiss law, i.e. limited under any title to damages caused by wilful intent or gross negligence.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
V. Assumption Of Risk
Value and Volatility: The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets such as your NFT have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. We cannot guarantee that any NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the project ecosystem may materially impact the value and desirability of any particular NFT.
Storage of the NFT: You accept the risks associated with storage of your NFT (incl. the Art represented by your NFT) by IPFS or other data storage infrastructure and accept that we are not responsible and cannot be held liable for any downtime or any other issues including total loss of your NFT (incl. the Art represented by your NFT) due to faulty functioning of IPFS or other data storage infrastructure and/or data access and hosting systems provided by third parties for whichever reason, including hacking or any other kind of third party attacks.
Inherent Risks with NFT and blockchain protocols: There are risks associated with using an NFT and/or blockchain protocol, including, but not limited to, the risk of hardware, software and the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using a blockchain protocol, however caused.
Regulatory Uncertainty: The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the project&pos;s ecosystem, and therefore the potential utility or value of your NFTs
Software Risks: Upgrades or hardforks to the Ethereum network and/or other blockchain protocols or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on the NFT.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys&pos; fees arising out of or in any way related to:
your breach of these Terms;
your violation of applicable laws, rules or regulations in connection with your access to or use of the NFT and/or the Art represented by the NFT.
We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defence of such claim.
VII. No Assignment
You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder).
We reserve the right to change these Terms at any time without notice. We will notify you of any changes by posting the updated Terms on our website. Any changes we make will be effective from the date we post them on our website.
IX. Governing Law and Jurisdiction
These Terms and all claims relating to or arising out of this agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding the Swiss conflict of law rules.
Any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the official courts of Zurich, Switzerland.