AffiliatesPrivacy and Terms of use

©2022 All Rights Reserved. Kley, Inc.

Terms of Service & Privacy Policy

INTRODUCTION

These NFT Terms of Service (“NFT Terms”) apply to sales by Kley Inc. (“Issuer”), through Issuer’s websites, Third Party Sites, and blockchain-based applications (all of the foregoing, together with the functionality associated therewith, collectively, the “Platform”) of non-fungible tokens (“NFTs”). Issuer (sometimes referred to herein simply as “we,” “us,” or “our”) may sell NFTs to initial purchasers thereof, and may provide goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), including without limitation access to the Platform, subject to your acceptance of these NFT Terms. These NFT Terms are a binding contract between you and us. Your purchase of, acquisition of, and/or ownership of, NFTs through the Platform constitutes your full and unconditional agreement to these NFT Terms. We may update these NFT Terms by providing a new version online and your continued use of the Platform after any such update constitutes your binding acceptance of such changes. We may immediately terminate our contract with respect to you and your access to the Platform and any NFTs if you fail to comply with any of the NFT Terms.

PLEASE READ THESE NFT TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE NFT TERMS GOVERN YOUR USE OF THE PLATFORM, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT OR PROVIDED SPECIFIC TERMS WITH YOU FOR THAT PURPOSE. THE PLATFORM IS ONLY AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE NFT TERMS.

IF YOU ARE ACCEPTING THESE NFT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE NFT TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE NFT TERMS, THEN WE ARE UNABLE TO MAKE THE PLATFORM AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE NFT TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE PLATFORM OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE NFT TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OLD OR OLDER.

1.  PURCHASE AND OWNERSHIP

1.1 Our NFTs. NFTs that we provide:

may, where expressly stated in the description of such NFTs, include additional functionality, content, or subscription access to goods, services and/or experiences;

may be unique or part of a limited series, or redeemable only once;

may include the ability to receive goods, services and experiences, which may be unique or part of a limited series, or redeemable only for a specified number or amount of goods, services and experiences;

may be subject to additional terms or qualifications as stated in the description of the NFT; and

are subject to applicable laws as in effect from time to time.



1.2 Ownership of NFTs.

“Own” means your rights with respect to an NFT you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the applicable blockchain. You agree, in relation to any NFT that you Own, that you Own that NFT in accordance with any description which accompanies that NFT. Issuer may, at its option, use third party platforms or wallet extensions (which may be owned or operated by third parties) to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.

UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, AN NFT THAT YOU OWN WILL BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE SUBJECT TO THESE NFT TERMS. NFTS THAT WE PROVIDE ARE UTILITY TOKENS TIED TO UNIQUE GOODS, SERVICES AND EXPERIENCES. YOU SHOULD NOT PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION. THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.

1.3 Ownership of Creative Materials.

You acknowledge and agree that Issuer (or, as applicable, its licensors) own all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas and other creative materials that may be associated with any NFT that you Own (collectively, “Creative Materials”), and all intellectual property rights therein. The rights that you have in and to the Creative Materials are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and Restrictions.” Notwithstanding any purchase of NFTs, all right, title, and interest in the Issuer Intellectual Property (as defined below), including the Creative Materials and other Issuer Intellectual Property incorporated in any NFTs (including NFTs that you Own) and including all copyrights, trademarks, and other intellectual property rights therein, are held by Issuer or its licensors, and you agree not to infringe, violate or misappropriate those exclusive rights.

1.4 Risks of NFTs.

Once you Own any NFT, you are responsible for any loss or damage to, or loss of access to, the NFT and neither Issuer nor any of its licensors shall have any liability in such circumstances, regardless of cause. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is” and “as available.”

1.5 Terms of Sale.

All sales of NFTs are final. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs using real or virtual/cryptocurrency, where multiple payment options are made available to you. You may resell or otherwise transfer an NFT that you Own where this is permitted by these NFT Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these NFT Terms. 




1.6 NFT Offering.

1.6.1 Bored Breakfast Club.

Our sale of NFTs pursuant to these NFT Terms being launched in January 2022 will be capped at 5,000 NFTs, each with a unique design featuring artwork based upon the following traits:

  • Accessory 
  • Beverage
  • Breakfast
  • Fur
  • Left Hand
  • Location
  • Right Hand
  • Wrist

There are over 200 total traits of various levels of rarity. We reserve the right to issue new NFTs and related goods and experiences in the future.

We will retain 100 NFTs, minted at random, for our team and our partners, and to use for giveaways and marketing.  

1.6.2 Pricing.

Each NFT will be priced 0.08 ethereum (ETH).  Purchasers will be responsible for NFT minting / “gas” costs. Additional sales tax may be charged.

1.6.3 Coffee Releases.

Each NFT will include the right to receive two (2) unique bags of 340g/12oz bags of coffee beans at no additional charge (including worldwide shipping), as well as further subsequent releases of coffee beans pursuant to this Section 1.6.3 (each, a “Coffee Release”).  The right to receive a Coffee Release is subject to Section 1.6.5 of these NFT Terms.  

In addition, NFT owners will be entitled to further Coffee Releases in the event that a cryptocurrency wallet established by Issuer (the “Community Coffee Wallet”) receives sufficient funds to cover the cost for all NFT holders to receive a new Coffee Release.  The Community Coffee Wallet will be funded as follows: 

  • Issuer will contribute five (5) ETH to the Community Coffee Wallet once all 5,000 NFTs are sold.
  • A 5% royalty will be charged on secondary sales of the NFTs, and the entirety of this royalty will be contributed to the Community Coffee Wallet. 
  • Additional funds obtained as a percentage of profits obtained from coffee and merchandise sales, to be determined at a later date. 

Issuer makes no representations or warranties that the Community Coffee Wallet will receive sufficient funds to fund any Coffee Releases, nor that the exchange rate between ethereum and other currencies will be sufficient to fund further Coffee Releases.  In the event that the Community Coffee Wallet does not receive sufficient funds to fund a new Coffee Release, or the value of ethereum drops such that funds in the Community Coffee Wallet are no longer able to fund a new Coffee Releases (regardless of whether such funds were sufficient at an earlier date), Issuer shall not be obligated to fund any Coffee Releases.

Coffee Releases will be manufactured, packaged, and shipped by Car-Parts, Bottles and Cutlery, LLC (“Yes Plz”) or another partner to be chosen by Issuer (in each case, “Coffee Partner”).  Exact details of each Coffee Release will be determined by Coffee Partner and/or Issuer at their sole discretion.  Returns will not be accepted.  All Coffee Releases are subject to Coffee Partner’s policies, terms and conditions, and related policies.  

1.6.4 Redemption Process.

For each Coffee Release, Issuer will publicly announce the availability of the Coffee Release (the “Go Live” date).  NFT owners must claim their right to receive the Coffee Release by the date specified by the Issuer (the “Claim By” date).  The period between the Go Live date and the Claim By date will be referred to herein as the “Redemption Period”).

The exact date and time for each Coffee Release will be announced in the “Announcements” section of Issuer’s Discord channel located at http://discord.gg/boredbreakfast, on Issuer’s Twitter feed located at https://twitter.com/BoredBreakfast, and via Issuer’s email list. The first two Coffee Releases are estimated to be released as follows: 

Release 1

Go Live: January 31, 2022

Claim By: February 4, 2022

Roasted: February 12, 2022

Shipped February 14, 2022


Release 2

Go Live: March 7, 2022

Claim By: March 11, 2022

Roasted: March 19, 2022

Shipped: March 21, 2022

Except as set forth above. Issuer has no obligation to inform NFT owners via any other method. 

Before each Redemption Period, Issuer will take a snapshot of all wallets holding NFTs. You will only be entitled to a Coffee Release if you are the owner of the NFT at the time of the snapshot.  For the avoidance of doubt, if you purchase an NFT after the snapshot, you will not be entitled to the applicable Coffee Release.  In order to claim your Coffee Release, follow these steps: 

  • Visit the “Claim Coffee” page, located at https://www.boredbreakfastclub.com/coffee-rewards. 
  • Connect the wallet you are using to hold the NFT via Metamask, Coinbase Wallet, or Wallet Connect
  • Once your wallet is connected, you will see how many bags of coffee you can claim based on how many NFTs you held at the time of the snapshot. 
  • Enter your shipping address.  If you have multiple bags of coffee to claim, you can add multiple addresses for different shipments. 


If you do not make a redemption election before the initial “Claim By Date,” then you forfeit your right to receive the applicable Coffee Release, without refund or other compensation to the then-current holder. If you direct us to ship coffee to an Ineligible Country (each as defined in Section 1.6.5), we have no obligation to do so. Our obligations hereunder are subject to Section 1.6.5.


1.6.5 Eligible Recipients and Addresses.

Coffee shall be shipped to any country in the world, except for countries subject to embargo by the United States government (including without limitation Iran, North Korea, Syria, Cuba, and the Crimea region of the Ukraine), or where prohibited or restricted by local law, or where Issuer determines that it is not reasonably practicable to ship the Coffee Release (each an “Ineligible Country”). You are responsible for all VAT, taxes, or customs fees that may be associated with your receipt of the Coffee Release. The person to whom the Coffee Release is shipped is responsible for ensuring that he/she is eligible to receive the coffee.

2.  INTELLECTUAL PROPERTY OWNERSHIP, LICENSES AND RESTRICTIONS

2.1 Ownership.

Subject to the licenses expressly granted below, we (or where applicable, our licensors) own all rights, title and interest in and to

  • the Creative Materials and all proprietary source code, object code and other technology associated with the NFTs, and
  • any and all other content and materials available through the NFTs, any associated application, and all intellectual property rights therein (collectively, “Issuer Intellectual Property”). Issuer Intellectual Property may be used only in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these NFT Terms.

We are not affiliated with Yuga Labs LLC or the Bored Ape Yacht Club.  All usage of the Bored Ape Yacht Club intellectual property – including in connection with packaging for the coffee products – is conducted solely under license from the Bored Ape Yacht Club and Yuga Labs LLC, and you are not granted any rights whatsoever to the foregoing by nature of your purchase of an NFT or your receipt of coffee. 

2.2 Limitations on Use.

Unless explicitly stated, you should assume that all Issuer Intellectual Property is protected by copyright, trademark and other applicable intellectual property rights and may not be used except as permitted in these NFT Terms. Issuer does not grant, by implication, estoppel, or otherwise, any license or right to use any Issuer Intellectual Property or NFTs in a manner inconsistent with these NFT Terms without the prior written permission of Issuer and/or any third party that may own additional intellectual property.

2.3 Grant of License: Platform.

Issuer grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your own personal, noncommercial use only. You may not use the Platform for any unlawful purpose. We reserve all rights in and to the Platform not expressly granted to you under these NFT Terms.

2.4 Grant of License: NFT and Creative Materials.

2.4.1. Personal Use. Without limiting the generality of the foregoing, subject to your continued compliance with these NFT Terms, Issuer grants you a limited, non-exclusive, non-transferable, royalty-free license to display the Creative Materials for NFTs that you Own, solely, for the following purposes:

  • for your own personal, non-commercial use; or
  • as part of a marketplace that permits the purchase and sale of NFTs (provided that the marketplace cryptographically verifies each NFT owner’s right to display the Creative Materials to ensure that only the actual owner of the NFT can display the Creative Materials). 

2.4.2. Commercial Use.  Without limiting the generality of the foregoing, subject to your continued compliance with these NFT Terms, Issuer grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Creative Materials (“Commercial Use”). Examples of such Commercial Use would be the use of Creative Materials to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Creative Materials. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Creative Materials for their NYFT to ensure that only the actual owner can display the Creative Materials; (ii) owning or operating a third-party website or application that permits the inclusion, involvement, or participation of the NFT generally, provided that the third-party website or application cryptographically verifies each NFT owner’s rights to display the Creative Materials for their NFT to ensure that only the actual owner can display the Creative Materials, and provided that Creative Materials are is no longer visible once the owner of the purchased NFT leaves the website/application; or (iii) earning revenue from any of the foregoing. 

2.4.3 Proprietary Notices.

In addition, you agree that you shall not remove any proprietary notices or labels on or in the Issuer Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect the NFTs or any other Issuer Intellectual Property.

2.4.4 Modifications.

We reserve the right to modify or discontinue the NFTs or the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided, however, that we will use reasonable efforts to provide advance notice of such action. Issuer (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software, applications or functionality.

3. TERMS OF SERVICE; PRIVACY

By using Issuer’s websites and proprietary applications, it is your responsibility to know, understand and abide by Issuer’s Privacy Policy, currently located at https://www.boredbreakfastclub.com/privacy, and incorporated herein by reference. Any information that you may provide to Issuer during your use of the Platform is subject to the Privacy Policy. Any information that you may provide to a Third Party Site during your use of the Platform is subject to the Third Party Site’s privacy policy, and your use of any Third Party Site included in the Platform is governed by the terms of service of the applicable Third Party Site.

4.TERMINATION

We may, in our sole discretion at any time, for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform. Termination may include, but not be limited to (a) removal of your access to the Platform, (b) the deletion of all account information related to the Platform, and (c) barring any further use of or access to the Platform by you.

5.ASSUMPTION OF RISK.

You acknowledge that NFTs carry the following risks among others. We expressly disclaim any responsibility for these risks.

5.1 Inherent Risks with Digital Assets.

There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, 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 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 the Ethereum blockchain network, however caused.

5.2 Value/Volatility/Not An Investment.

The prices of NFTs can be extremely volatile and subjective, and NFTs have no inherent or intrinsic value. To the extent there is a price or market for a blockchain asset such as an NFT, (a) those prices and markets are extremely volatile, (b) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including NFTs, and (c) there is no guarantee that NFTs will have or retain any value. NFTs are not securities or financial instruments and are not offered for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of things, including negative publicity associated with Issuer. You accept and acknowledge that we will not be responsible for the risks of engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT from a third party on any so-called “secondary market”).

5.3 Use of Blockchain.

The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Ethereum blockchain network. Any transfer of NFTs occurs within the supporting blockchain in the Network, and not on the Platform. We do not make any promises or guarantees about the availability of NFTs or that it will host your or any other NFTs at any specific location and/or for any specific period of time. Upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. We do not make any promises or guarantees related to the Ethereum Foundation, the Ethereum blockchain, or any other third parties related to the NFTs or the Platform (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties). You accept and acknowledge that we will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.

5.4 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 Platform ecosystem, and therefore the potential utility or value of your NFTs. You accept and acknowledge that we will not be responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.

5.5 Tax Calculations.

You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions.

5.6 General.

You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) Issuer does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) Issuer shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.

6. ANTI-MONEY LAUNDERING; SANCTIONS

You understand, acknowledge, and agree that exports, re-exports and in-country transfers of any Coffee Releases or other dedeemable elements, and related services (individually, an “Item” and, collectively, the “Items”) are subject to U.S. export, import, customs, antiboycott, and economic sanctions laws, regulations, rules, and orders (each, a “Trade Control Law”). You shall not export, re-export, or otherwise transfer or provide any Item in contravention of any Trade Control Law, including to anyone (a) in Cuba, Crimea, Iran, North Korea, Sudan, or Syria, or in any other embargoed destination, or (b) listed on, or owned or controlled by anyone on, a sanctioned party list published by the U.S. Departments of Commerce or Treasury, including the Specially Designated Nationals and Blocked Persons List (a “Sanctioned Party”). You certify that you are not a Sanctioned Party or located in or a resident of any embargoed destination. In addition to any other remedy that Issuer may have, Issuer may suspend and/or cancel the provision of any Item if Issuer believes, in its discretion, that such activity may violate any Trade Control Law or Issuer’s own compliance policies.

7. DISCLAIMER OF WARRANTY

THERE IS NO WARRANTY FOR THE PLATFORM, ANY NFTS, OR ANY COFFEE RELEASES TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, ISSUER, COFFEE PARTNER, AND/OR OTHER PARTIES PROVIDE THE PLATFORM, NFTS, AND COFFEE RELEASES “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT AS REQUIRED BY NONWAIVABLE PROVISIONS OF APPLICABLE LAW OR AGREED TO IN WRITING, ISSUER AND COFFEE PARTNER (OR ANY LICENSOR) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM OR ANY NFTS OR ELEMENTS THEREOF (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES), EVEN IF YOU OR OTHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. PAYMENT AND TAXES

9.1 Cryptocurrency Financial Transactions on Platform.

Any cryptocurrency payments or financial transactions that you engage in via the Platform will be conducted solely through the Ethereum blockchain network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion.

9.2 Fiat Currency Financial Transactions on Platform.

Any fiat currency payments via credit cards or other means will be directed to our unaffiliated third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. We may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions including their privacy policies.

9.3 No liability for Financial Transactions.

We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via the Ethereum blockchain network.

9.4 Responsibility for Taxes.

With respect to all Coffee Releases, you are solely responsible for determining and paying all applicable sales, use, and/or value added taxes in your jurisdiction.  

With respect to other products that we may sell, we may charge you, withhold and pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform. To allow us to determine our tax obligations, you agree that we rely on your IP address. You are required to inform us if your IP address does not reflect your country of residence.

10.GENERAL INFORMATION

10.1 Age Restrictions.

NFTs provided by Issuer are intended for purchase and use by persons 18 years of age or older. You acknowledge and agree that you are not permitted to visit Issuer’s website or purchase the NFTs, and shall not access Issuer’s website or purchase any NFTs provided by Issuer if you are under the age of 18. By using the Platform, you certify that you are at least 18 years of age and agree to provide us with accurate information and verification concerning your age or identity if we request it. You also agree not to assist anyone under the age of 18 in accessing Issuer’s website or the NFTs or attempt to contact anyone under 18 while accessing or using the Platform.

10.2 No Third Party Beneficiaries.

You agree that, except as otherwise expressly provided in these NFT Terms, there shall be no third party beneficiaries to these NFT Terms. You acknowledge and agree that Issuer’s licensors are intended third party beneficiaries of these NFT Terms

10.3 Entire Agreement; Waiver; Severability.

These NFT Terms, together with Issuer’s Privacy Policy, which are incorporated herein by reference, constitute the entire agreement between you and Issuer with respect to the NFTs. The failure of Issuer to exercise or enforce any right or provision of these NFT Terms shall not constitute a waiver of such right or provision. If any provision of these NFT Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision, and the other provisions of these NFT Terms remain in full force and effect.

10.4 Limitations Period.

You agree that regardless of any statute or law to the contrary, any claim, or cause of action you may have arising out of or related to the use of any NFTs or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10.5 Titles.

The section titles and headings in these NFT Terms are for convenience only and have no legal or contractual effect.

Schedule 1. UK & EU Terms and Conditions

1. You are shopping on a merchant’s website (the “Merchant”).

2. If you place a Qualifying Customer Order, the Product(s) that you are purchasing will be sold first by the Merchant to Passport Global Inc (“Passport”), and then by Passport to you under these Terms and Conditions. Your payment information, shipping address, and any additional information required or requested to complete your order will be shared directly with Passport and its nominated agents and contractors, in order to enable Passport to complete your Qualifying Customer Order.

3. Your Qualifying Customer Order is subject to: (1) these Terms and Conditions; and (2) any relevant terms and conditions imposed by the Merchant. By completing your purchase, you confirm that you have read and agree to be bound by all of these. By placing a Qualifying Customer Order on the Merchant’s website, you understand and agree that:

3.1 You are dealing with and providing your information to Passport. Passport may contact you about your order.

3.2 If there is an error in the price listed for a Product on the Merchant’s website, or in the price applied to the product during the sale of and processing of your order for the Product, Passport and its nominated agents are entitled to contact you, correct the price, and/or cancel your order.

3.3 The Merchant remains responsible for handling payment for your order.

3.4 Once your payment is processed, ownership in the items will shift from Passport, to you.

3.5 Certain addresses will be ineligible for shipment, such as PO box addresses.

3.6 Passport may refuse service, refuse to process or complete Qualifying Customer Orders, remove or edit content, or cancel such orders for any reason or for no reason, in its sole discretion.

3.7 If you are under the age of majority in the jurisdiction in which you reside, approval of your parent or guardian is required to complete your purchase.

3.8 You authorise Passport and its nominated agents and contractors to perform any of the following activities in connection with the delivery of any Products: (i) to act as your agent to make and file customs declarations and all related actions as your direct representative, which expressly includes completing any documents, amending product or Harmonised System codes, and paying any duties, taxes or penalties required under applicable laws and regulations; (ii) to act as forwarding agent for customs import and export control purposes solely for the purpose of designating a customs broker to perform customs clearance and entry; and (iii) to redirect an order to your customs broker or other address upon request by any person whom Passport’s nominated agents and contractors believe in its reasonable opinion to be authorised.

4. Currency. You may select your preferred payment method and currency from a list of options available at the time of checkout. Please note that the relative value of currencies may vary, and as a result, the actual purchase price for items in your order may vary based on the currency selected.

5. Billing. If you use a payment card or other electronic form of payment as your payment type, the charges to your account for your order will be subject to the Merchant’s terms and conditions.

6. Shipping. Items in your order may be shipped via a single shipment, or via multiple shipments. If items in your Qualifying Customer Order are shipped via multiple shipments, or if your order is only partially filled and shipped, you will only be charged for those items that are actually shipped to you.

7. Chargebacks, Fraud Prevention and Void Transactions. For your protection, Passport may use various fraud prevention protocols and policies, and industry-standard verification systems, to reduce fraud and minimize chargeback risks. You must comply with such protocols and policies, including card authentication, and “ship to” and “bill to” address verification. Once an order is placed, you may not change any authenticated payment information or any verified “ship to”/“bill to” address. If there is a systemic error which results in the processing or acceptance of a transaction for which authorisation has been declined, that transaction will be void.

8. Customer Service and Returns. Questions or complaints about your order should be directed to the Merchant in the first instance. Passport may work with the Merchant as necessary to resolve your issue. The Merchant is authorised to allow for returns or refunds on orders in accordance with the Merchant’s policy, including to reimburse you for the original sales prices of Products returned to the Merchant’s nominated address. Passport may however refuse any return requested if a restriction applies to the item for which the return is requested. You accept that your sole remedies are against the Merchant. Where a return by the Customer is authorised by Passport or the Merchant, Passport shall also have the right to return the item to Merchant and accordingly the Merchant shall issue a credit note to Passport and Passport shall provide a credit note to the Customer, and Passport’s direction, ownership and risk in the Products for return shall pass directly to the Merchant. Where a return is authorised by Passport or the Merchant, the Merchant shall, at Passport’s direction and acting in its name, provide a credit note to the Customer to the extent of the value of the Product(s) authorised to be returned directly to the Merchant. In relation to any return of Products to the Merchant, you authorise Passport and its nominated agents to act on your behalf, and to recover for its own account, any import duties and taxes. If required, you will sign any such document that is reasonably required to facilitate the return of the Products and the recovery of any import duties and taxes.

9. General Terms. The following general terms apply whenever you place a Qualifying Customer Order through the Merchant’s website:

9.1 Compliance with Applicable Laws. You certify that any Products purchased through a Qualifying Customer Order will not be imported, exported, sold, or transferred in violation of any applicable laws, including without limitation the United States Export Administration Regulations or applicable United States sanctions and embargoes administered by the United States Treasury Department, and equivalent statutes, regulations and codes of England and Wales or the EU. It is your responsibility to know the laws of the country into which you are importing any Products that you order from the Merchant’s website. By placing a Qualifying Customer Order you certify that the import of the Products you have ordered to the country of the shipping address you have provided does not violate any laws or regulations of that country.

9.2 Privacy. To complete your Qualifying Customer Order you will be providing personal information to the Merchant and Passport and you consent to your personal information being collected, used, processed, disclosed and/or stored by the Merchant and Passport and our service providers as may be required in order to process and complete your order and otherwise provide the services you have requested, in accordance with the Merchant’s and Passport’s Privacy Policy. Passport accepts no liability or responsibility for the collection, use, processing, disclosure or storage of your personal information by the Merchant or any service provider engaged by the Merchant. The collection, use, processing, disclosure and/or storage of your personal information by the Merchant or its service providers is governed by the Merchant’s privacy policy. The Merchant and Passport may analyse transactional data for the purpose of identifying trends, statistics and measurements that could contribute to the enhancement of the Merchant’s Customer experience and/or the services provided by Passport. Any transactional data analysed for these purposes will be aggregated and de-identified, meaning that any personally identifiable information will be removed.

9.3 Electronic Communications. When you place a Qualifying Customer Order through the Merchant’s website, you are communicating with Passport electronically, and you consent to entering into this agreement by electronic means, and to receive communications from Passport electronically/via email.

9.4 Modifications. You acknowledge that Passport may make changes to its system, policies, and these Terms and Conditions at any time. Passport will ensure that the current version of these Terms and Conditions is presented every time you make a Qualifying Customer Order on the Merchant’s website. You are responsible for reviewing these Terms and Conditions each time you make a Qualifying Customer Order. If you do not agree to any change in the Terms and Conditions, you must not complete your order. Any order placed after the effective date of a change will constitute your agreement to the change and to the current Terms and Conditions .

9.5 Severability. If any or any portion of these Terms and Conditions is found to be invalid, void, or for any reason unenforceable, that term or portion of terms will be severed, and will not affect the validity and enforceability of the remaining terms.

9.6 Proceedings. Any action or proceeding arising out of or relating to these Terms and Conditions must be brought in the courts of California, United States, and you hereby irrevocably agree to the jurisdiction of the courts of California, United States for all such purposes.

9.7 Language. The parties have agreed and expressly requested that this agreement and all documents related to it be drawn up in English.

9.8 Definitions. “Member State”, “third country” and “third territories” as defined in Article 5 of Council Directive 2006/12/EEC. “Products” means those goods offered for sale via the Merchant’s website which are not of a class or description subject to any duty of excise whether or not those goods are in fact chargeable with that duty, and whether or not that duty has been paid on those goods, or prohibited or restricted goods were they to be imported into the UK, and which are not subject to any restrictions on export, sale, or transfer in violation of any Applicable Laws. “Product Prices” means the prices including VAT at the appropriate rate of the Products as held out for sale to Customer by the Merchant and accordingly, by Passport to Customer; and “Product Price” means the price of an individual Product. “Qualifying Customer Order” meets all of the following conditions:

(A) It is an order for Product or Products placed via the Merchant’s website which are to be transported from:

  • a third country or territory, excluding Northern Ireland (“NI”), to an address in a Member State of the EU (e.g. USA to France);
  • a third country or territory, excluding the UK, or from a Member State of the EU to an address in Great Britain (e.g. Germany to England); or
  • a third country or territory, excluding NI, to an address in NI (e.g. USA to NI); and

(B) In relation to the transport of a Product or Products to an address:

  • in Great Britain or NI, the total intrinsic value of the Product or Products comprising that order does not exceed £135 (one hundred and thirty five) British Pounds Sterling, or where Products comprising an order exceed that sum but are sent in separate consignments, the intrinsic value of each consignment of which the Product or Products form part does not exceed £135 (one hundred and thirty five) British Pounds Sterling; and
  • in a Member State of the EU, the total intrinsic value of the Product or Products comprising that order does not exceed €150 (one hundred and fifty) Euros, or where Products comprising an order exceed that sum but are sent in separate consignments, the intrinsic value of each consignment of which the Product or Products form part does not exceed €150 (one hundred and fifty) Euros.

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