Terms & Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OUR WEBSITE AND PURCHASING CHUM CHUMS NFTS.
Last updated on: 26 October 2022
1. About us and our Website
2. About these terms
3. How we may use your personal information
4. The functionality and availability of our Website
5. Use of our Website
6. Our intellectual property rights
7. Ownership of NFTs
8. Purchase of NFTs
9. Fees and payments
10. Third-party sites, products and services
11. Disclaimers and liability
12. Other important terms
1. About us and our Website
1.1. Chum Chums Terms and Conditions and all policies posted on our website tell you how to access and use our website at chumchums.io (Website), and purchase Chum Chums non-fungible tokens (each an NFT). For information regarding the processing of personal data, please see our Privacy Policy at chumchums.io/privacy-policy.
1.2. We are Mimosa Labs LLC, a company registered in United States with company number 92-0639028. (we/us/our).
1.3. We want to ensure that our Website is as accessible and available at all times, so if you have any difficulties using our Website, please let us know.
2. About these terms
2.1. Our contract with you. By visiting our Website and purchasing NFTs, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must not access or use our Website and purchase NFTs.
2.2. Why you should read these terms. Please read these terms carefully before you use our Website and start buying NFTs from our Website. These terms tell you who we are, how you can use our Website, how you can buy NFTs, how we may change these terms, what to do if there is a problem and other important information.
2.3. How to contact us. You can contact us by writing to us at admin@chumchums.io.
2.4. How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us in your account registration.
2.5. There may be other or additional terms applicable from time to time. Please note that there may be additional terms and conditions posted on our Website from time to time, which may also apply to your use of the Website and/or purchase of NFTs. They may be expressly incorporated into these terms by being mentioned here, or they may be published on the Website. For example, this includes our Privacy Policy at chumchums.io/privacy-policy. Certain NFTs sales may be subject to a specific sale or trade terms and conditions, which may replace the standard terms of sale specified in these terms in Schedule 1.
2.6. We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time. By continuing to use our Website following any update to these terms, we will assume that you have accepted the updated terms.
3. How we may use your personal information
How we may use your personal information. We will only use your personal information as set out in our Privacy Policy here chumchums.io/privacy-policy.
4. The functionality and availability of our Website
4.1. Our Website is made available free of charge. We do not guarantee that our Website will always be available or be uninterrupted. We may suspend or restrict the availability of all or any part of our Website for business and operational reasons.
4.2. You acknowledge that the Website is made available via the internet and as a result, the availability of the Website may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Website will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
4.3. We have the right to make any changes to the functionality of the Website from time to time without notice, including, without limitation: (a) to comply with any applicable laws; and/or (b) to add new functionalities and/or improve existing functionalities (including integrating the Website with third-party websites, platforms, and services).
5. Use of our Website
5.1. Eligibility to use our Website. You must meet the criteria listed below to use our Website and purchase NFTs from our Website. By accessing our Website, you confirm that:
(a) you are at least 18 years of age;
(b) you have the full power, right and authority to agree to these terms;
(c) you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
(d) you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold NFTs;
(e) you understand the risks associated with buying NFTs (see section 7.5 for more details about risks);
(f) you have sufficient knowledge and understanding of how to transact using digital wallets; and
(g) all the information provided by you during your registration is true and accurate and you will keep it updated at all times.
5.2. Our right to reject access to our Website. We have the right to refuse access to our Website at our sole discretion. We may suspend or terminate access immediately and without notice if we believe that you are in breach of any of these terms, no longer meets the eligibility criteria, or if we are required to do so under any applicable law or regulations, or by a regulator or any governmental body. We may also suspend or prohibit any NFT purchase immediately and without notice if you fail to comply with any applicable NFT terms of sale.
5.3. Prohibited uses. You must not use our Website for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension and/or termination of your right to use our Website and purchase NFTs.
You must not use the Website to:
(a) knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful to our Website;
(b) gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website;
(c) modify or adapt the whole or any part of our Website or incorporate it into any other program or application;
(d) disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into our Website;
(e) collude with any third party to manipulate the price of any NFT or in any other way affect or influence the value or the price of any NFT;
(f) conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, money laundering and/or terrorism financing;
(g) engage in speculative investments;
(h) engage in any activity (whether defamatory or not) that may bring us or our Website into disrepute;
(i) conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);
(j) act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us); and/or
(k) assist any ineligible person in accessing our Website.
5.4. We are not responsible for viruses. We do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology and computer programmes to access our Website.
5.5. Connecting your wallet. To purchase Chum Chums NFTs, you will need to connect your digital wallet to our Website, which must be supported by the Website. Having a digital wallet is necessary to own an NFT, and a digital wallet may also be used (in addition to any other methods of payment made available by us from time to time) to pay for our NFTs. Transfer of an NFT to your digital wallet is at your own risk, and we will not be responsible or liable for accidental or fraudulent transfer to an incorrect wallet address.
6. Our intellectual property rights
6.1. Intellectual property rights in the material posted on our Website and your right to use them. We are the owner or the licensee of all intellectual property rights in our Website and all material published on the Website. Our Website is protected by copyright laws and treaties around the world. This means that you are not permitted to copy and/or use any content on our Website other than in accordance with this clause. In particular, you are not permitted to copy any artwork and/or any ideas incorporated into any NFTs in order to create your own NFTs. All such rights are reserved. You may print off one copy and may download extracts of any page(s) from our Website for your personal use only. Our status (as the authors of content on our Website) must always be acknowledged.
6.2. No commercial use of our content. You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us.
6.3. No data mining or web scraping. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website. This includes using (or permitting, authorising or attempting the use of): (a) any "robot", "bot", "spider", "scraper" or other automated devices, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; and (b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
6.4. Content is provided for general information only. The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on our Website. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
6.5. Linking to our Website. You may link to our home page only, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.
6.6. Third-party sites, products and services. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only
7. Ownership of NFTs
7.1. Nature of rights to NFTs and underlying Assets. An NFT is a non-fungible digital asset, ownership of which is recorded on a blockchain. An NFT can be linked to (i.e. represents) an underlying digital asset linked to the NFT (Asset), such as a piece of digital artwork, photo, video etc. An NFT may contain a link to the Asset it represents, and the underlying Asset can be stored on the blockchain or off-chain, e.g. on a website. An NFT is a proof of certain specified rights to the underlying Asset. So, by purchasing an NFT on our Website you also acquire those specified rights to the underlying Asset, but usually not the Asset itself. The nature of the rights in the underlying Assets will be set out in the terms of sale of the NFT, but it is usually a licence (not a transfer of ownership) granted by the creator of the NFT. The licence to the Asset is usually:
(a) worldwide – allowing you to use the underlying Asset without restrictions as to the territory;
(b) perpetual – granted for an indefinite duration;
(c) irrevocable – meaning that the owner is not entitled to terminate the licence, although the licence may terminate automatically if you breach any of the conditions of the licence;
(d) exclusive – you (the owner of the NFT) are the only person in the world that can use the underlying Asset, and nobody else can use it for any purpose;
(e) transferable – which means that you can transfer the licence to someone else, for example when you sell the NFT
However, you should check the terms of sale in relation to the specific NFT carefully to ensure you are obtaining the rights you wish to purchase in relation to the relevant Asset.
7.2. NFTs do not attract any governance rights and do not represent a debt or equity instrument. NFTs do not give you any voting rights or rights of control in our Website, nor will they represent any debt, equity investment, pooled investment or any other type of investment.
7.3. Restrictions on use. The licence to the Asset underlying an NFT will normally be limiting your use of the Asset to personal use and commercial use, and to display and sell the NFT on other marketplaces. You would normally be permitted to exercise your rights in the Asset only for as long as you own the NFT. Any commercial use must not bring the Chum Chum brand into disrepute, the meaning of what constitutes disrepute to be entirely at our discretion.
7.4. Check the terms of sale of the NFTs. The Schedule to these terms contains standard Terms of Sale applicable to the sale and purchase of NFTs on our Website. However, please note that certain NFTs may be subject modified or different terms of sale. You should always check the terms of sale applicable to the NFT you wish to purchase and ensure that you understand the terms of the licence appliable to any underlying Assets, including any restrictions on your use of such Assets. It is your responsibility to familiarise yourself with the applicable terms of sale and to comply with them, if you choose to purchase the relevant NFT.
7.5. Risks. You acknowledge and agree that NFTs and our Website utilise new types of technologies (blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the purchase of NFTs is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular in relation to blockchain) is required to safely deal in and store NFTs of any kind, including using a digital wallet. It is your responsibility to research and be aware of these risks. Some (but not all) of the risks, which you should be aware of and accept before you purchase NFTs on our Website, are as follows:
7.5.1. the volatile nature of digital assets, including NFTs, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected (i.e. liquidate the digital asset);
7.5.2. changes in laws and regulations may affect your rights to use and transfer NFTs;
7.5.3. the use, ownership and transfer of NFTs is not regulated in most jurisdictions, which means that your ownership of NFTs will not be afforded regulatory protections;
7.5.4. transactions involving NFTs may be irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;
7.5.5. NFTs can lose their value entirely if there is no interest in them from potential purchasers;
7.5.6. as digitally-held assets, NFTs may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to purchase NFTs;
7.5.7. your ownership of the NFTs relies on you remaining in control of the private key(s) associated with your digital wallet; and
7.5.8. if the underlying Asset is stored off-chain, the Asset may be subject to a risk of loss, for example, if the facility storing the asset fails or if it is subject to a cyber attack.
7.6. By using our Website you accept the risks involved in any transaction involving NFTs (including without limitation those risks listed in Section 7.5).
8. Purchase of NFTs
8.1. Terms of sale. Each NFT sale on our Website will be subject to a contract between you and us. We have the right to remove any NFT from our Website.
8.2. We have the right, at our absolute discretion, to remove any NFT from our Website for any reason and without notice.
9. Fees and payments
9.1. By using our Website to buy NFTs you irrevocably authorise us to deduct any fees due to us (as specified on the Website).
9.2. You acknowledge and agree that all purchases of NFTs are irreversible (i.e. cannot be cancelled) and that no refunds will be due to you in any circumstances.
9.3. You are responsible for any taxes that may be due in connection with your purchase of NFTs. It is your sole responsibility to determine whether, and to what extent, any taxes apply to your purchase of NFTs, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. You will indemnify (i.e. reimburse) us in full in the event we are required to pay any taxes in respect of your purchase of NFTs.
10. Third-party sites, products and services
Our Website integrates with third-party websites and services, for example, digital wallets and other marketplaces (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery (or a failure to deliver) of any such Third-Party Products to you. We are also not responsible for the functioning of any blockchain network recording the purchase and the ownership of NFTs.
11. Disclaimers and liability
11.1. We do not provide advice. NFTs are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Website should be interpreted or relied on as financial advice to you or any other person.
11.2 We do not make any warranties in respect of the Website. Our Website and the NFTs made available for sale on our Website from time to time are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Website will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Website will meet your expectations; (c) NFTs will always be available for sale on our Website or that any specific NFTs will be available; and (d) the content on our Website will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Website and any content on our Website (including any NFTs). This does not affect any warranties that cannot be excluded or limited under applicable law.
11.3 Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Website and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed GBP £1000. The limitations and exclusions of liability in this section 11.3 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
11.4. Your liability to us. You agree to indemnify (i.e. reimburse us in full) us to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of our Website, including your purchase of NFTs (b) your breach of these terms; and (c) infringement by you of any third-party rights (including intellectual property rights).
12. Other important terms
12.1. No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.2. Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
12.3. Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
12.4. Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
12.5. Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.6. Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
12.7. Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
Standard NFTs Terms of Sale
1. About these Terms of Sale and the contract between the Buyer and the Seller
1.1. These Terms of Sale apply to the sale and purchase of NFTs on the Website. They also specify the rights to the asset linked to the NFT, such as artwork, video, or photo (Asset).
1.2. A legally binding agreement incorporating these terms will come into existence between the seller of the NFT (Seller) and the buyer of the NFT (Buyer), when the Buyer’s offer is accepted by the Seller, as confirmed by the Seller to the Buyer electronically via the Website (Contract for Sale). No other person will be a party to the Contract for Sale between the Seller and Buyer.
1.3. The Seller and the Buyer acknowledge and agree that the smart contract which governs the NFT may contain additional or overriding terms to these Terms of Sale. If there is any inconsistency or conflict between these Terms of Sale and any terms of the smart contract, the terms of the smart contract will prevail over the conflicting or inconsistent terms of these Terms of Sale.
2. No right to cancel
When a Buyer places an offer to buy an NFT on the Website, the Buyer will be asked to tick a box to confirm that the Buyer consents for the delivery of the NFT to the Buyer immediately after the sale has been concluded. The Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.
3. Payment and the delivery of the NFT
3.1. The Buyer acknowledge and agrees that, as a pre-condition to the purchase of the NFT, the Buyer must:
3.1.1. make a payment in full in any nominated digital currency or via any other nominated payment method (as specified on the Website) to the wallet address nominated by the Seller, and in the amount stated on the Website at the time of the acceptance of the Buyer’s offer by the Seller (Purchase Price); and
3.1.2. provide the Seller with its digital wallet address by linking its wallet with the Website. The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.
3.2. The Seller will transfer the NFT to the wallet address provided by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the NFT and receipt of the Purchase Price from the Seller.
3.3. In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the NFT to the Seller by transferring it back to the wallet address of the Seller.
4. Right to use the Asset
4.1. The Buyer acknowledges and agrees that the transfer of the NFT to the Buyer under section 3.1 of these Terms of Sale does not transfer the ownership of the underlying Asset. Instead, the Seller hereby grants to the Buyer, with effect from the moment of transfer of the NFT to the Buyer a worldwide, perpetual, irrevocable, exclusive, transferable, royalty-free licence to use and display the underlying Asset, for as long as the Buyer owns the NFT, solely for the following purposes:
(a) personal and commercial use, with the right to commercially exploit, reproduce and distribute works based on the Asset artwork (but not the wider Chum Chums brand and not create derivative works);
(b) display on other websites or medium in order to enjoy the Asset for personal, non-commercial use; and
(c) display on other NFT marketplaces for the purpose of sale of the NFT provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Assets for their NFTs to ensure that only the actual owner of the NFT can display the Assets.
4.2. All rights of the Buyer to use the Asset set out in section 4.1 will terminate immediately upon the transfer of the NFT by the Buyer to a third party, and shall transfer to that third party subject to these Terms of Sale and any other applicable terms.
4.3. The Seller warrants and represents that:
(a) the Seller is the owner of the intellectual property rights in the Assets or, if the Seller is not the owner, it has the necessary rights and permissions to validly and lawfully grant to the Buyer the licence in section 4.1;
(b) the use of the Asset in accordance with section 4.1 will not infringe any rights, including intellectual property rights, of any third party; and
(c) the Seller has at all times complied with the terms of the licence to the Asset granted to it on purchase of the NFT, including any restrictions of use, as set out in section 5.
4.4. The Buyer acknowledges and agrees that in the case of any onward sale of the NFT, the licence to the Asset must be on the same terms as set out in these Terms of Sale, including the restrictions specified in section 5. Any sale of the NFT which purports to modify the terms of the licence or the restrictions on use of the Asset will result in the automatic termination of the licence to the Asset.
4.5. For the avoidance of doubt, nothing in these Terms of Sale shall be construed as transferring the ownership of any intellectual property rights.
5. Restrictions on the use of the Asset
5.1. The Buyer agrees that the Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:
(a) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Asset;
(b) take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Asset;
(c) use the Asset in connection with any illegal or fraudulent activities; Create any financial instrument or derivative product based on the NFT;
(d) use the Asset in a way or context that brings our brand into disrepute (the meaning of what constitutes disrepute to be determined in our absolute discretion);
(e) not use the Asset in a way that would or could present us as endorsing, recommending or favouring, in any way whatsoever, you or your use of the Asset;
(f) create any financial instrument or derivative product based on the NFT; and/or
(j) use the Asset in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring us into disrepute.
5.2. Any use in breach of the restrictions set out in section 5.1 and/or in breach of the conditions on the right of use set out in section 4.1 will result in the automatic termination of the licence to use the Asset granted under section 4.1.
6. Governing law and jurisdiction
6.1. This Contract of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
Last updated on: 26 October 2022
1. About us and our Website
2. About these terms
3. How we may use your personal information
4. The functionality and availability of our Website
5. Use of our Website
6. Our intellectual property rights
7. Ownership of NFTs
8. Purchase of NFTs
9. Fees and payments
10. Third-party sites, products and services
11. Disclaimers and liability
12. Other important terms
1. About us and our Website
1.1. Chum Chums Terms and Conditions and all policies posted on our website tell you how to access and use our website at chumchums.io (Website), and purchase Chum Chums non-fungible tokens (each an NFT). For information regarding the processing of personal data, please see our Privacy Policy at chumchums.io/privacy-policy.
1.2. We are Mimosa Labs LLC, a company registered in United States with company number 92-0639028. (we/us/our).
1.3. We want to ensure that our Website is as accessible and available at all times, so if you have any difficulties using our Website, please let us know.
2. About these terms
2.1. Our contract with you. By visiting our Website and purchasing NFTs, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must not access or use our Website and purchase NFTs.
2.2. Why you should read these terms. Please read these terms carefully before you use our Website and start buying NFTs from our Website. These terms tell you who we are, how you can use our Website, how you can buy NFTs, how we may change these terms, what to do if there is a problem and other important information.
2.3. How to contact us. You can contact us by writing to us at admin@chumchums.io.
2.4. How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us in your account registration.
2.5. There may be other or additional terms applicable from time to time. Please note that there may be additional terms and conditions posted on our Website from time to time, which may also apply to your use of the Website and/or purchase of NFTs. They may be expressly incorporated into these terms by being mentioned here, or they may be published on the Website. For example, this includes our Privacy Policy at chumchums.io/privacy-policy. Certain NFTs sales may be subject to a specific sale or trade terms and conditions, which may replace the standard terms of sale specified in these terms in Schedule 1.
2.6. We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time. By continuing to use our Website following any update to these terms, we will assume that you have accepted the updated terms.
3. How we may use your personal information
How we may use your personal information. We will only use your personal information as set out in our Privacy Policy here chumchums.io/privacy-policy.
4. The functionality and availability of our Website
4.1. Our Website is made available free of charge. We do not guarantee that our Website will always be available or be uninterrupted. We may suspend or restrict the availability of all or any part of our Website for business and operational reasons.
4.2. You acknowledge that the Website is made available via the internet and as a result, the availability of the Website may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Website will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
4.3. We have the right to make any changes to the functionality of the Website from time to time without notice, including, without limitation: (a) to comply with any applicable laws; and/or (b) to add new functionalities and/or improve existing functionalities (including integrating the Website with third-party websites, platforms, and services).
5. Use of our Website
5.1. Eligibility to use our Website. You must meet the criteria listed below to use our Website and purchase NFTs from our Website. By accessing our Website, you confirm that:
(a) you are at least 18 years of age;
(b) you have the full power, right and authority to agree to these terms;
(c) you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
(d) you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold NFTs;
(e) you understand the risks associated with buying NFTs (see section 7.5 for more details about risks);
(f) you have sufficient knowledge and understanding of how to transact using digital wallets; and
(g) all the information provided by you during your registration is true and accurate and you will keep it updated at all times.
5.2. Our right to reject access to our Website. We have the right to refuse access to our Website at our sole discretion. We may suspend or terminate access immediately and without notice if we believe that you are in breach of any of these terms, no longer meets the eligibility criteria, or if we are required to do so under any applicable law or regulations, or by a regulator or any governmental body. We may also suspend or prohibit any NFT purchase immediately and without notice if you fail to comply with any applicable NFT terms of sale.
5.3. Prohibited uses. You must not use our Website for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension and/or termination of your right to use our Website and purchase NFTs.
You must not use the Website to:
(a) knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful to our Website;
(b) gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website;
(c) modify or adapt the whole or any part of our Website or incorporate it into any other program or application;
(d) disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into our Website;
(e) collude with any third party to manipulate the price of any NFT or in any other way affect or influence the value or the price of any NFT;
(f) conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, money laundering and/or terrorism financing;
(g) engage in speculative investments;
(h) engage in any activity (whether defamatory or not) that may bring us or our Website into disrepute;
(i) conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);
(j) act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us); and/or
(k) assist any ineligible person in accessing our Website.
5.4. We are not responsible for viruses. We do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology and computer programmes to access our Website.
5.5. Connecting your wallet. To purchase Chum Chums NFTs, you will need to connect your digital wallet to our Website, which must be supported by the Website. Having a digital wallet is necessary to own an NFT, and a digital wallet may also be used (in addition to any other methods of payment made available by us from time to time) to pay for our NFTs. Transfer of an NFT to your digital wallet is at your own risk, and we will not be responsible or liable for accidental or fraudulent transfer to an incorrect wallet address.
6. Our intellectual property rights
6.1. Intellectual property rights in the material posted on our Website and your right to use them. We are the owner or the licensee of all intellectual property rights in our Website and all material published on the Website. Our Website is protected by copyright laws and treaties around the world. This means that you are not permitted to copy and/or use any content on our Website other than in accordance with this clause. In particular, you are not permitted to copy any artwork and/or any ideas incorporated into any NFTs in order to create your own NFTs. All such rights are reserved. You may print off one copy and may download extracts of any page(s) from our Website for your personal use only. Our status (as the authors of content on our Website) must always be acknowledged.
6.2. No commercial use of our content. You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us.
6.3. No data mining or web scraping. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website. This includes using (or permitting, authorising or attempting the use of): (a) any "robot", "bot", "spider", "scraper" or other automated devices, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; and (b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
6.4. Content is provided for general information only. The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on our Website. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
6.5. Linking to our Website. You may link to our home page only, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.
6.6. Third-party sites, products and services. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only
7. Ownership of NFTs
7.1. Nature of rights to NFTs and underlying Assets. An NFT is a non-fungible digital asset, ownership of which is recorded on a blockchain. An NFT can be linked to (i.e. represents) an underlying digital asset linked to the NFT (Asset), such as a piece of digital artwork, photo, video etc. An NFT may contain a link to the Asset it represents, and the underlying Asset can be stored on the blockchain or off-chain, e.g. on a website. An NFT is a proof of certain specified rights to the underlying Asset. So, by purchasing an NFT on our Website you also acquire those specified rights to the underlying Asset, but usually not the Asset itself. The nature of the rights in the underlying Assets will be set out in the terms of sale of the NFT, but it is usually a licence (not a transfer of ownership) granted by the creator of the NFT. The licence to the Asset is usually:
(a) worldwide – allowing you to use the underlying Asset without restrictions as to the territory;
(b) perpetual – granted for an indefinite duration;
(c) irrevocable – meaning that the owner is not entitled to terminate the licence, although the licence may terminate automatically if you breach any of the conditions of the licence;
(d) exclusive – you (the owner of the NFT) are the only person in the world that can use the underlying Asset, and nobody else can use it for any purpose;
(e) transferable – which means that you can transfer the licence to someone else, for example when you sell the NFT
However, you should check the terms of sale in relation to the specific NFT carefully to ensure you are obtaining the rights you wish to purchase in relation to the relevant Asset.
7.2. NFTs do not attract any governance rights and do not represent a debt or equity instrument. NFTs do not give you any voting rights or rights of control in our Website, nor will they represent any debt, equity investment, pooled investment or any other type of investment.
7.3. Restrictions on use. The licence to the Asset underlying an NFT will normally be limiting your use of the Asset to personal use and commercial use, and to display and sell the NFT on other marketplaces. You would normally be permitted to exercise your rights in the Asset only for as long as you own the NFT. Any commercial use must not bring the Chum Chum brand into disrepute, the meaning of what constitutes disrepute to be entirely at our discretion.
7.4. Check the terms of sale of the NFTs. The Schedule to these terms contains standard Terms of Sale applicable to the sale and purchase of NFTs on our Website. However, please note that certain NFTs may be subject modified or different terms of sale. You should always check the terms of sale applicable to the NFT you wish to purchase and ensure that you understand the terms of the licence appliable to any underlying Assets, including any restrictions on your use of such Assets. It is your responsibility to familiarise yourself with the applicable terms of sale and to comply with them, if you choose to purchase the relevant NFT.
7.5. Risks. You acknowledge and agree that NFTs and our Website utilise new types of technologies (blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the purchase of NFTs is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular in relation to blockchain) is required to safely deal in and store NFTs of any kind, including using a digital wallet. It is your responsibility to research and be aware of these risks. Some (but not all) of the risks, which you should be aware of and accept before you purchase NFTs on our Website, are as follows:
7.5.1. the volatile nature of digital assets, including NFTs, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected (i.e. liquidate the digital asset);
7.5.2. changes in laws and regulations may affect your rights to use and transfer NFTs;
7.5.3. the use, ownership and transfer of NFTs is not regulated in most jurisdictions, which means that your ownership of NFTs will not be afforded regulatory protections;
7.5.4. transactions involving NFTs may be irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;
7.5.5. NFTs can lose their value entirely if there is no interest in them from potential purchasers;
7.5.6. as digitally-held assets, NFTs may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to purchase NFTs;
7.5.7. your ownership of the NFTs relies on you remaining in control of the private key(s) associated with your digital wallet; and
7.5.8. if the underlying Asset is stored off-chain, the Asset may be subject to a risk of loss, for example, if the facility storing the asset fails or if it is subject to a cyber attack.
7.6. By using our Website you accept the risks involved in any transaction involving NFTs (including without limitation those risks listed in Section 7.5).
8. Purchase of NFTs
8.1. Terms of sale. Each NFT sale on our Website will be subject to a contract between you and us. We have the right to remove any NFT from our Website.
8.2. We have the right, at our absolute discretion, to remove any NFT from our Website for any reason and without notice.
9. Fees and payments
9.1. By using our Website to buy NFTs you irrevocably authorise us to deduct any fees due to us (as specified on the Website).
9.2. You acknowledge and agree that all purchases of NFTs are irreversible (i.e. cannot be cancelled) and that no refunds will be due to you in any circumstances.
9.3. You are responsible for any taxes that may be due in connection with your purchase of NFTs. It is your sole responsibility to determine whether, and to what extent, any taxes apply to your purchase of NFTs, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. You will indemnify (i.e. reimburse) us in full in the event we are required to pay any taxes in respect of your purchase of NFTs.
10. Third-party sites, products and services
Our Website integrates with third-party websites and services, for example, digital wallets and other marketplaces (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery (or a failure to deliver) of any such Third-Party Products to you. We are also not responsible for the functioning of any blockchain network recording the purchase and the ownership of NFTs.
11. Disclaimers and liability
11.1. We do not provide advice. NFTs are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Website should be interpreted or relied on as financial advice to you or any other person.
11.2 We do not make any warranties in respect of the Website. Our Website and the NFTs made available for sale on our Website from time to time are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Website will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Website will meet your expectations; (c) NFTs will always be available for sale on our Website or that any specific NFTs will be available; and (d) the content on our Website will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Website and any content on our Website (including any NFTs). This does not affect any warranties that cannot be excluded or limited under applicable law.
11.3 Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Website and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed GBP £1000. The limitations and exclusions of liability in this section 11.3 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
11.4. Your liability to us. You agree to indemnify (i.e. reimburse us in full) us to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of our Website, including your purchase of NFTs (b) your breach of these terms; and (c) infringement by you of any third-party rights (including intellectual property rights).
12. Other important terms
12.1. No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.2. Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
12.3. Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
12.4. Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
12.5. Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.6. Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
12.7. Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
Standard NFTs Terms of Sale
1. About these Terms of Sale and the contract between the Buyer and the Seller
1.1. These Terms of Sale apply to the sale and purchase of NFTs on the Website. They also specify the rights to the asset linked to the NFT, such as artwork, video, or photo (Asset).
1.2. A legally binding agreement incorporating these terms will come into existence between the seller of the NFT (Seller) and the buyer of the NFT (Buyer), when the Buyer’s offer is accepted by the Seller, as confirmed by the Seller to the Buyer electronically via the Website (Contract for Sale). No other person will be a party to the Contract for Sale between the Seller and Buyer.
1.3. The Seller and the Buyer acknowledge and agree that the smart contract which governs the NFT may contain additional or overriding terms to these Terms of Sale. If there is any inconsistency or conflict between these Terms of Sale and any terms of the smart contract, the terms of the smart contract will prevail over the conflicting or inconsistent terms of these Terms of Sale.
2. No right to cancel
When a Buyer places an offer to buy an NFT on the Website, the Buyer will be asked to tick a box to confirm that the Buyer consents for the delivery of the NFT to the Buyer immediately after the sale has been concluded. The Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.
3. Payment and the delivery of the NFT
3.1. The Buyer acknowledge and agrees that, as a pre-condition to the purchase of the NFT, the Buyer must:
3.1.1. make a payment in full in any nominated digital currency or via any other nominated payment method (as specified on the Website) to the wallet address nominated by the Seller, and in the amount stated on the Website at the time of the acceptance of the Buyer’s offer by the Seller (Purchase Price); and
3.1.2. provide the Seller with its digital wallet address by linking its wallet with the Website. The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.
3.2. The Seller will transfer the NFT to the wallet address provided by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the NFT and receipt of the Purchase Price from the Seller.
3.3. In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the NFT to the Seller by transferring it back to the wallet address of the Seller.
4. Right to use the Asset
4.1. The Buyer acknowledges and agrees that the transfer of the NFT to the Buyer under section 3.1 of these Terms of Sale does not transfer the ownership of the underlying Asset. Instead, the Seller hereby grants to the Buyer, with effect from the moment of transfer of the NFT to the Buyer a worldwide, perpetual, irrevocable, exclusive, transferable, royalty-free licence to use and display the underlying Asset, for as long as the Buyer owns the NFT, solely for the following purposes:
(a) personal and commercial use, with the right to commercially exploit, reproduce and distribute works based on the Asset artwork (but not the wider Chum Chums brand and not create derivative works);
(b) display on other websites or medium in order to enjoy the Asset for personal, non-commercial use; and
(c) display on other NFT marketplaces for the purpose of sale of the NFT provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Assets for their NFTs to ensure that only the actual owner of the NFT can display the Assets.
4.2. All rights of the Buyer to use the Asset set out in section 4.1 will terminate immediately upon the transfer of the NFT by the Buyer to a third party, and shall transfer to that third party subject to these Terms of Sale and any other applicable terms.
4.3. The Seller warrants and represents that:
(a) the Seller is the owner of the intellectual property rights in the Assets or, if the Seller is not the owner, it has the necessary rights and permissions to validly and lawfully grant to the Buyer the licence in section 4.1;
(b) the use of the Asset in accordance with section 4.1 will not infringe any rights, including intellectual property rights, of any third party; and
(c) the Seller has at all times complied with the terms of the licence to the Asset granted to it on purchase of the NFT, including any restrictions of use, as set out in section 5.
4.4. The Buyer acknowledges and agrees that in the case of any onward sale of the NFT, the licence to the Asset must be on the same terms as set out in these Terms of Sale, including the restrictions specified in section 5. Any sale of the NFT which purports to modify the terms of the licence or the restrictions on use of the Asset will result in the automatic termination of the licence to the Asset.
4.5. For the avoidance of doubt, nothing in these Terms of Sale shall be construed as transferring the ownership of any intellectual property rights.
5. Restrictions on the use of the Asset
5.1. The Buyer agrees that the Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:
(a) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Asset;
(b) take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Asset;
(c) use the Asset in connection with any illegal or fraudulent activities; Create any financial instrument or derivative product based on the NFT;
(d) use the Asset in a way or context that brings our brand into disrepute (the meaning of what constitutes disrepute to be determined in our absolute discretion);
(e) not use the Asset in a way that would or could present us as endorsing, recommending or favouring, in any way whatsoever, you or your use of the Asset;
(f) create any financial instrument or derivative product based on the NFT; and/or
(j) use the Asset in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring us into disrepute.
5.2. Any use in breach of the restrictions set out in section 5.1 and/or in breach of the conditions on the right of use set out in section 4.1 will result in the automatic termination of the licence to use the Asset granted under section 4.1.
6. Governing law and jurisdiction
6.1. This Contract of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
