Effective Date: August 18, 2021Introduction
These Terms and Conditions (these “Terms
”) govern your use of this website http://besties.space
, which describes the information we automatically collect when you access the Website and how we use such information. The Website is owned and controlled by the owner of the Besties Smart Contract (herein as "Company
” or “we
” or “us
”).Definition of terms
The following terms have the meanings attached to them:
” or "Bestie
" refer to the NFT that is purchased by users through the Website.
” stands for a unit of Non-Fungible Token on the Ethereum blockchain.
” refers to a program that runs on the Ethereum blockchain. Unique software code that facilitates the creation, transactions and transfer of NFTs on the Ethereum Blockchain.
” refers to anyone accessing and/or using the Website.About the Website / Service description
The Website allows users to purchase Besties on the Ethereum Blockchain using the defined smart contract. The Website is merely a user interface that interacts with the Ethereum blockchain to facilitate a one-time sale of Besties, it does not take responsibility for the safety and management of users’ Ethereum wallets, smart contracts, and the validation of transactions generated by the Website and smart contract.
Furthermore, the Website facilitates the transfer of Besties to purchasers via its own smart contract, which also runs on the Ethereum network. When you initiate a transaction via the Company’s smart contract, be aware that it is impossible to reverse, restore, or undo such a transaction as such transactions are handled by the Ethereum blockchain. Company provides the Website and associated services “as is” and “as available” basis without warranty of any kind – whether express or implied. By interacting with the Website and purchasing Besties through it, you hereby take responsibility for such transactions.Ownership of Company IP
When you purchase Besties, you own the rights and title to the Besties completely. You have the right and title to sell, send, assign, transfer, or license your Besties at any time. However, the texts, designs, and all the arts associated with the Besties (“Company IP
”) are owned by Company and other respective third parties. Company retains the copyright, trademarks, and other intellectual property rights therein. You understand that all the Company IP are protected by copyright and other intellectual property rights under applicable laws. You are not permitted to use the Company IP other than as permitted under these Terms. You may not use our trademarks or trade dress for any other purposes that may cause confusion without written approval from Company. You hereby agree that:
a. Except as provided under these Terms, you have no ownership right to any Company IP associated with a Bestie – regardless of where you purchased such a Bestie;
b. You do not have the right to commercialize, distribute, or sublicense any Company IP – except as granted under these Terms or where we give you the permission in writing; and
c. You will not attempt to register or apply for the ownership right in any of the Company IP, including the Company’s trademarks, service marks, and trade dress.Grant of LicenseLicense to use the Website
Subject to your compliance with these Terms, Company hereby grants you a non-sublicensable, non-exclusive, royalty-free, revocable, and limited license and right to access and use the Website to purchase Besties for your personal and commercial use. Company reserves any rights not expressly granted to you regarding the Website and associated services.License to use Company IPa. Non-commercial use:
Provided that you comply with these Terms, Company hereby grants you a worldwide, non-sublicensable, non-exclusive, royalty-free, revocable, and limited license and right to display, use, and copy the Company IP for (i) your personal, non-commercial use (ii) display on any website, application, or marketplace that facilitates the trading of your Besties – provided that such a website, application, or marketplace verifies (using secure codes) that you have the right to the Besties you display on their platform, and provided that such a website, application, or marketplace ensures the Company IP on the displayed Bestie becomes unavailable when you terminate your use of their website, application, or marketplace. Company reserves all rights not expressly granted to you in relation to the Company IP.b. Commercial use:
Provided that you comply with these Terms, Company hereby grants you a worldwide license and right to use, copy, and display the purchased Besties along with the Company IP for creating derivative works based on the Company IP (for example, where you use the Company IP, such as the Bestie designs on clothing for sale) – provided that you do not generate more than $200,000 yearly from such commercial use. If any commercial use of Company IP generates more than $200,000 in a particular year, you agree to reach out to us for a broader license at our discretion. If you do not reach out to Company, you are in violation of the license granted hereunder. For the avoidance of doubt, nothing hereunder shall be construed as preventing you from (i) creating a marketplace, website, or application where Besties are sold or used – so long such a marketplace, website, or application can verify that the poster of the Bestie is the real owner, and that if the owner of the Bestie terminates their use of such a marketplace, website, or application, the Company IP shall cease to exist on such a marketplace, website, or application; or (ii) generating any income or earnings from such derivative works.c. Termination of license:
The license granted to you under this section applies only to the extent that you own a Bestie. Upon the sale or transfer of your Bestie to another individual, the license above automatically terminates.Prohibited activities
You hereby agree to stay away from the following prohibited activities in relation to the Company IP:
a. You shall not modify the Company IP, including the designs, texts, drawings, colors, and features;
b. You shall not use the Company IP along with any other product or service unless as permitted hereunder;
c. You shall not use the Company IP along with any media that promotes hatred, violence, racism, or any wrongful act;
d. You shall not attempt to copyright or trademark any of the Company IP associated with your Besties;
e. You shall not commercialize the Company IP (including for the benefit of a third party) unless as provided under these Terms; and
f. You shall not use the Company IP along with any other NFT unless there a written approval from Company.
Furthermore, you agree NOT to (in relation to the Website):
g. use the Website for illegal purposes. You agree to only access and use the Website for the purposes described under these Terms and the applicable portions of the Website as well as in accordance with any and all applicable laws;
h. bypass any measures of the Website that is designed to restrict access to it;
i. attempt to decipher, decompile, disassemble, or reverse-engineer any of the software or codes comprising or making up the Website;
j. attempt to delete any copyright or proprietary rights notices from the Website;
k. attempt to engage in automated use of the Website, such as introducing any robots, data mining, or similar data-gathering and extraction tools;
l. introduce any software or tools that is likely to cause undue burden on the Website or any of the networks;
m. purchase any Besties as a means to launder money or engage in any illegal or criminal activities;
n. introduce any viruses, trojan horses, worms, harmful links, or any corrupted file that is likely to cause destruction to any part of the Website or interfere with its smooth running; or
o. access the Website and interact with it with the purpose of creating a similar product or service or otherwise compete with us.
We reserve the right to terminate your use of the Website if we, at our discretion, determine that you are in violation of these Terms. The prohibited activities provided under this section shall survive the termination of these Terms.The Website
In order to purchase Besties on the Website, you must own an Ethereum wallet.. By connecting your Ethereum wallet to the Website and by initiating a purchase, you understand that your Ethereum wallet address and trade history may be publicly available. Furthermore, you understand and agree that Company does not control your Ethereum wallets, smart contracts, or the Ethereum blockchain network as well as any other third-party website or application that you may access to enable you to perform any transaction on the Website. You agree that we will not be in any way liable for any errors, failures, damages, or losses that occur from your transactions. We will not be liable for any incorrect pricing or information that is sourced from the Ethereum network. You are responsible for obtaining and confirming accurate pricing information.Besties and third-party fees
Company will mint an initial 20,000 Besties for sale. You can purchase the Besties upon sale launch. Such a purchase can be carried out using your Ethereum wallet. By purchasing Besties via the Website, you agree that all sales are final without reversal or refunds. You also understand that it is possible that a purchase fails, declines, or that you are unable to purchase Besties before they are sold out. Company reserves the right to alter the initial sale or end time at any time without liability. Upon completing the initial sale of Besties, you are free to trade Besties with other users via other websites or marketplaces.
You understand and agree that Ethereum may charge gas fees in association with any transaction you carry out on the Website. Company does not control the fees attached to these transactions. You are responsible for paying such fees as and when due.
Taxes may be imposed by applicable government agencies when you transact on the Website (which may be associated with your Besties). You hereby agree to be responsible for any and all taxes in relation to your use of the Website. You also agree that we may deduct such taxes on your behalf – subject to applicable government policies.Termination of these Terms and survival
You may terminate these Terms at any time by ceasing to use the Website. Company may terminate your use of the Website – including blocking your IP Address or smart contract – at any time if we decide, at our discretion, that you are in breach of these Terms or any applicable law. Company shall not be liable to you or any third party for any loss suffered from such a termination.
All provisions of these Terms, which by their nature are required to survive the termination of these Terms, shall survive. Such provisions may include, without limitation, ownership of Company IP, disclaimers, indemnity, and limitations of liability.Disclaimers
COMPANY PROMISES TO PROVIDE THE WEBSITE AND BESTIE SALES IN A COMMERCIALLY REASONABLE MANNER AND WITHOUT ERRORS AND OMISSIONS. HOWEVER, COMPANY DOES NOT GUARANTEE THAT THIS WILL AT ALL TIMES BE POSSIBLE.
THEREFORE, YOU HEREBY – TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW – AGREE THAT YOUR USE OF THE WEBSITE AND PURCHASE OF BESTIES THEREIN IS AT YOUR SOLE RISK. COMPANY PROVIDES THE WEBSITE ON “AS IS” AND “AS AVAILABLE” BASIS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RELATION TO THE WEBSITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, AND NON-INFRINGEMENT.
COMPANY DOES NOT WARRANT TO YOU THAT:
(i) YOUR TRANSACTIONS ON THE WEBSITE WILL GO SMOOTHLY OR IN ACCORDANCE WITH YOUR EXPECTATIONS;
(ii) THE ETHEREUM NETWORK WILL, AT ALL TIMES, BE SAFE, SECURE, OR THAT WE CAN CONTROL THEIR GAS FEES;
(iii) THE WEBSITE WILL CONTAIN NO ERRORS, OMISSIONS, OR INACCURATE INFORMATION IN RELATION TO PRICING AND CALCULATIONS;
(iv) THE WEBSITE WILL, AT ALL TIMES, BE AVAILABLE, UNINTERRUPTED, OR ACCESSIBLE;
(v) WE ENDORSE ANY THIRD-PARTY WEBSITE OR CONTENT THAT YOU USE IN ASSOCIATION WITH THE WEBSITE; OR
(vi) THE WEBSITE WILL ALWAYS BE FREE FROM TROJAN HORSES, BUGS, WORMS, OR OTHER HARMFUL TOOLS AND SOFTWARE FROM THIRD PARTIES.Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, COMPANY (ITS LICENSORS, DEVELOPERS, EMPLOYEES, AND AFFILIATES) SHALL NOT IN ANY WAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR LOSSES, INCLUDING LOSS OF PROFIT, REVENUE, DATA, INTEGRITY, GOODWILL, WALLET, AND OTHER INTANGIBLE DAMAGES OR LOSSES THAT MAY ARISE AS A RESULT OF YOUR ACCESS AND USE OF THE WEBSITE – EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE ABOVE LIMITATIONS AND EXCLUSIONS, NOTHING UNDER THESE TERMS SHALL BE CONSTRUED AS LIMITING ANY NON-EXCLUDABLE WARRANTIES AND RIGHTS YOU HAVE UNDER APPLICABLE LAW.Indemnity
You hereby agree to defend, indemnify, and hold Company (its licensors, developers, employees, suppliers, designers, and other affiliates) from and against any and all claims, demands, liabilities, expenses, fees, disputes, and damages that may arise from your access and use of the Website and purchase of Besties; your license, transfer, or sale of Besties; your transactions; or your breach of these Terms, any applicable law, or third-party rights.Risks associated with Besties
When you use the Website or purchase Besties, you agree to the following risks: You agree that:
i. Assets and cryptocurrencies on the blockchain network are extremely volatile and that the value of your Besties can decrease drastically over a period. The price actions of other digital assets and cryptocurrencies can influence the price of your Besties. You hereby agree and accept that your money may be lost;
ii. Your transactions regarding Besties may be subject to taxes and that you are responsible for determining such taxes;
iii. Your use of any digital currencies contains some risks, including, without limitation, the risk of unauthorized access to your smart contracts (wallet) or hardware or software failures;
iv. Company will not be responsible for any malfunctions on the Ethereum network, including transaction errors, disruptions, delays, or other bad experiences you may encounter;
v. New regulations and policies may be imposed on cryptocurrencies and digital assets by applicable governing bodies and that this may affect the value or utility of your Besties; and
vi. Ethereum may introduce updates to its network, system, and transactions, which may generate an unpalatable effect on Besties purchasedThird-party content and links
When you purchase Besties via the Website, you may be exposed to certain third-party content or links. Any of such content and links are available on the Website for your convenience and information purposes. Company does not control the activities of the respective third parties – neither do we endorse such content or links to be accurate, safe, or secure for your use. You hereby agree that your access and use of any third-party content or link through the Website is entirely at your sole risk and that you will bear any losses or damages incurred from your access and use of such third-party content or links.Changes
Company reserves the right to review, update, or change these Terms at any time without notice to you. Any changes shall become effective and binding upon us posting them on the applicable portion of these Terms. You are advised to frequently review these Terms to watch out for any changes.
In like manner, we reserve the right to change a part of the Website and its services at any time, including discontinuing the Website without liability or notice to you.
Your continued use of the Website after any changes to these Terms or the Website constitutes your acceptance of such changes.Children policy
By accessing and using the Website, you represent to us that you are 18 years of age or above. The Website and activities under it are not intended or directed at individuals under 18 years of age. Furthermore, if you are between 13 years of age and 17, you may only read and accept these Terms under the supervision of at least a parent or legal guardian. If you are agreeing to these Terms on behalf of someone between 13 to 17 years of age, you hereby agree to the risks and terms and conditions described therein.General termsEntire agreement:
These Terms (and any referenced agreements and policies) collectively represent the entire agreement between you and Company in relation to your purchase of Besties via the Website. These Terms supersede any and all agreements, understandings, covenants, and promises (whether oral or written) that may have existed between you and the Company before them. Assignment:
You are not permitted to assign, transfer, or license your rights under these Terms to a third party – except where we say otherwise. Company, on the other hand, may assign its rights and obligations under these Terms to third parties, including to third-party service providers. Severability:
If any part of these Terms is determined by any applicable law to be invalid, such a part shall be deleted and it shall not affect the validity of the remaining valid parts. Waiver:
If Company fails to enforce a right under these Terms at any time, it shall be deemed as a waiver of our rights to enforce such a right at a later date or on similar breaches. No waiver shall be binding unless such a waiver is in writing. Partnership:
Nothing under these Terms shall be construed as creating a partnership, agency, or joint venture relationship between you and Company as a result of your access to the Website and purchase of Besties.