Terms and Conditions
Last updated: 14th July 2022
Culture Cubs is a collection of digital artworks (NFTs) running on the Ethereum network. This website is only an interface allowing participants to purchase digital collectibles. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the Culture Cubs smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
This website and its connected services including but not limited to Pledge Mint are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving Culture Cubs digital collectibles.
1. Ownership Licensing Terms
A. A Culture Cub NFT is a unit of data on the Ethereum blockchain. Ownershipof the NFT is mediated entirely by the Smart Contract and the Ethereum Network:at no point may we seize, freeze, or otherwise modify the ownership of anyCulture Cubs NFTs. B. Each Culture Cubs NFT is linked to an image file(the “Art”). All copyright and rights in the nature of copyrightsubsisting in the Art are owned by CultureCubs. The purchase and/or transfer of a Culture Cubs NFT does notamount to an assignment of any copyright in the Art. Subject to complete andongoing compliance with the terms of this agreement and any other applicableterms, the owner of a Culture Cubs NFT is granted the copyright licences setout below in respect of the Art (the “Licenses”). The Licenses aregranted to the holders of a Culture Cubs NFT, which means that the Licensesgranted to you pursuant to these terms shall terminate automatically when youtransfer the relevant Culture Cubs NFT to a third party. For the avoidance ofdoubt, the Licenses will not be granted to any person who obtains a CultureCubs NFT by theft and/or fraud.
(1). Personal Use. Subject to your continued compliance with these Terms, Culture Cubs grants you a worldwide, royalty-free,non-exclusive, non-transferrable (except in connection with a secondary sale),non-sublicensable, revocable license to use, copy, and display the Art, alongwith any extensions that you choose to create or use, solely for the followingpurposes: (i) for your own personal, non-commercial use; (ii) as part of amarketplace that permits the purchase and sale of your Culture Cub / NFT,provided that the marketplace cryptographically verifies each Culture Cubowner’s rights to display the Art for their Culture Cub to ensure that only theactual owner of the relevant NFT can display the Art; or (iii) as part of athird party website or application that permits the inclusion, involvement, orparticipation of your Culture Cub, provided that the website/applicationcryptographically verifies each Culture Cub owner’s rights to display the Artfor their Culture Cub 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 CultureCub leaves the website/application.
(2). Commercial Use. Subject to your continued compliance with these Terms, Culture Cubs grants you an worldwide royalty-free, non-exclusive,non-transferrable (except in connection with a secondary sale),non-sublicensable, revocable license to use, copy, and display the purchasedArt for the purpose of creating derivative works based upon the Art(“Commercial Use”). Examples of such Commercial Use would e.g. be the use ofthe Art to produce and sell merchandise products (T-Shirts etc.) displayingcopies of the Art. (3) The Licenses (individuallyand collectively) shall not be used in connection with any materials which are:in violation of any law, rule or regulation (including without limitation thosegoverning consumer protection, anti-discrimination or false advertising);illegal or fraudulent (including, but not limited, counterfeit goods, stolengoods, illegal or controlled substances, and substances that pose a risk toconsumer safety, illegal online gambling / wagering, escort services,prostitution, pyramid schemes, unlicensed sale of firearms and certain weaponsor any type of money laundering; or any activity that the Culture Cubs deems,in its sole discretion, may be associated with a high level of risk, may createliability for Culture Cubs or may otherwise damage the reputation of CultureCubs (including, but not limited to, any associations with violence,discrimination or hatred). Culture Cubs reserves the right to revoke theLicenses in respect of any non-compliance with any of the foregoing.
C. Culture Cubs IP. Other than the Licenses to the Art, nothing hereingives you any rights to any other trademarks or other intellectual propertyrights belonging to Culture Cubs including, without limitation, toCulture Cubs, CCubs and the associated logos. All of these rights are expresslyreserved in the name of Culture Cubs.
D. Feedback. You may choose to submit comments, bug reports, ideas or otherfeedback about the Site, including without limitation about how to improve theSite (collectively, “Feedback”). By submitting any Feedback, you agree that we arefree to use such Feedback in any way we choose without additional compensationto you and you hereby grant us a perpetual, irrevocable, nonexclusive,worldwide license to incorporate and use the Feedback for any purpose.
2. Your Obligations
You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the Site any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' use of the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (x) use any technology to collect information about the Site’s for any unauthorized purpose; (xi) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
3. Fees and Payment
A. If you elect to purchase a Culture Cub through the Site, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
B. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (III) THE SITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. 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 WILLFULL MISCONDUCT.
C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
5. Limitation of Liability
A. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY 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, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $350.
C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.
6. Risk Assumption
You accept and acknowledge each of the following:
A. To the extent that you sell your Culture Cub NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your Culture Cub both positively and negatively. Given the volatility, NFTs such as Culture Cub should not be considered an investment. You assume all risks in that connection.
B. Ownership of a Culture Cub confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. Due to the artistic nature of the project Culture Cubs has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the Culture Cub and the associated art is in compliance with laws and regulations in your jurisdiction.
C. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
D. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your Culture Cub. You understand and accept all risk in that regard.
E. You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
You agree to hold harmless and indemnify Culture Cubs and its 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 reasonable attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Site, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site.
8. Changes to the Terms and Conditions
We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site.
Our Site is not intended for children. You must be at least 18 years old to access this Site or purchase a Culture Cub. If you are under 18 years old you are not permitted to use this Site for any reason. By accessing the Site, you represent and warrant that you are at least 18 years of age.
10. Dispute Resolution; Arbitration
All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Site, or to any products sold or distributed through the Site, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be New York, New York. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
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