These Terms and Conditions govern the relationship between you, the Purchaser (hereinafter “you” or “Purchaser”), whether personally or on behalf of an entity, and Unpaired Ltd, in incorporation, domiciled in Zug , Switzerland (hereinafter “we” or “the Company”) concerning your purchase and use of a non-fungible token (hereinafter “NFT”) from the PARTY DEGENS Project (hereinafter “the Project”).
“PARTY DEGENS” is a collection of digital artworks (NFTs) running on the Ethereum network. Technically, the Project is set up by using specially developed smart contracts (each a “Smart Contract”). The Company is selling NFTs via the website https://partydegens.io (hereinafter “Website”). This Website is only an interface allowing you to purchase NFT. Access to the Website, the Website and Smart Contract as well as any other link thereto are hereinafter collectively referred to as “the Application”.
The Company is selling NFTs and is making the Application available to you. You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interaction with the Application (see also section 1.B below).
The Website and its connected services, the Application, are provided on an “as is” basis and “as available” without warranty of any kind. By using this Website and/or the Application you are accepting sole responsibility for any and all transactions involving NFT of the Project.
By interacting with the Application you agree to be bound by these Terms & Conditions of Sale and Use and any terms and conditions incorporated or referred to herein (collectively “Terms & Conditions”). If you do not agree to these Terms & Conditions, you may not access or use the Application, the Smart Contract, the Website nor otherwise participate in the Project.
1. Access and Use of Application
A. Your Wallet
You can access the Application via any web browser using the URL https://partydegens.io and a MetaMask wallet or other electronic Ethereum wallet compatible with the NFT-standard on the Ethereum network. You will not be able to interact, engage in any transaction on the Application other than through a MetaMask wallet or other Ethereum-compatible browsers/wallets. You are solely responsible for your MetaMask wallet (and/or any other Ethereum wallet compatible) and the respective private key.
B. Your Transactions on the Application
Transactions on the Application are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, the Ethereum network, Google Chrome, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to access and/or use the various features of the Application and/or Website. We do not cover the transaction fee of the Ethereum network (“Gas Fee”) and will not be liable for the acts or omissions of any third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interaction with the Application and for validating all transactions and contracts generated by this Website/the Application before approval. Furthermore, as the PARTY DEGENS Smart Contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
The actual NFT Art is too large to store on the blockchain. Therefore, we use IPFS to store the actual NFT Art Piece. We will support IPFS storage for 200 years until at least October 16, 2221. You are responsible for downloading your NFT Art on or before October 16, 2221, date after which we may no longer support the storage of the actual NFT Art.
C. The NFT Sale / Auction
The NFTs are sold according to the specifications available on the Website and similar to the traditional Dutch Auction (hereinafter “Sale”). Thereby, the price of the NFTs will begin at an initial price of 2.5 ETH and will drop periodically until the floor price of 0.5 ETH is reached 24 hours after the start of the Sale.
By transferring the Sale price as set forth on the Website in ETH to the Smart Contract, the NFT Sale transaction between you and the Company is concluded. The Smart Contract receiving the Sale price will record the transaction and allocate the NFT to the Ethereum wallet address from which have interacted with the Smart Contract.
The Smart Contract only allows each Ethereum wallet address to purchase twenty NFT per transaction. The Company reserves the right to terminate the Sale anytime for any reason whatsoever, or for no reason, without prior notice.
2. Ownership, License and Rights
A. Ownership of NFT
Each PARTY DEGENS is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the respective NFT completely. This means, you have the full property rights in the NFT and may sell your NFT or give it away. With the ownership of the NFT you receive the rights in the underlying art of the PARTY DEGENS, (hereinafter “the Art”), as outlined in these Terms & Conditions. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum network: at no point may we seize, freeze, or otherwise modify the ownership of any NFT of PARTY DEGENS.
B. Rights and Use related to the Art
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason, the license granted in this section will immediately terminate with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Art for that NFT. In such case, the rights set forth in this Section 2.B. will be automatically with the new legitimate owner of the NFT.
Notwithstanding the foregoing, the Company remains the right to use and display the Art on the Website and/or use or publish the Art by any means for the Project (e.g., for exhibition purposes).
C. Intellectual Property Rights of Company
Other than the limited usage rights to the Art as set forth above, nothing herein gives you any rights, titles or interests in and to any other trademarks or other intellectual property rights belonging to the Company (including the term PARTY DEGENS), the associated logos and/or the Application and/or the Art. All legal rights, titles, and interests in and to all registered and unregistered trademarks (including the term PARTY DEGENS), brands, logos, elements of the Application, the Website, the Art, and/or the Company and all intellectual property rights therein and/or connected thereto remain with the Company and are expressly reserved in the name of the Company. Therefore, you acknowledge and agree that we remain owner of all legal rights, titles and interests in and to all registered and unregistered trademarks (including the term PARTY DEGENS), brands, logos, elements of the Application, and all intellectual property rights therein and/or connected thereto (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Application [collectively, hereinafter as the “Application Materials”]). You acknowledge that the Application Materials may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Application Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Application or otherwise contained in the Application Materials are proprietary to us or our licensors.
You may choose to submit comments, bug reports, ideas or other feedback about the Website and/or Application, including without limitation about how to improve the Website and/or the Application (collectively, hereinafter referred to as “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, transferable, worldwide license to incorporate and use the Feedback for any purpose. You agree that we may process any personal data and information involved or related to the Feedback in accordance with Section 10.
3. Your Obligations, Responsibilities and Warranties
You herewith acknowledge and agree to bear the following responsibilities and obligations and that you warrant in particular:
4. Fees and Payment
If you elect to purchase a NFT of PARTY DEGENS through the Application, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction, in particular each transaction via the Application.
All paid prices exclude any possible duties or charges or Gas Fees. You will be solely responsible to pay any and all sales, use, value-added and other taxes, Gas Fees, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Application (including, without limitation, any Taxes that may become payable as the result of your ownership of an NFT). Except for income and net-wealth taxes levied on the Company, you
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE AND/OR APPLICATION IS AT YOUR SOLE RISK, AND THAT THE WEBSITE AND/OR APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE WEBSITE AND/OR APPLICATION AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE WEBSITE AND/OR APPLICATION WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE AND/OR APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE WEBSITE AND/OR APPLICATION WILL BE ACCURATE, (III) THE WEBSITE AND/OR APPLICATION OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE AND/OR APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA OR CONTENT THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE AND/OR APPLICATION WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFULL MISCONDUCT.
C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
THE TECHNOLOGY USED FOR THE SALE OF THE NFT, IN PARTICULAR THE APPLICATION AND THE UNDERLYING SMART CONTRACT SYSTEM AND THE CONNECTED WEBSITE, AS WELL AS TECHNICAL CONCEPTS AND THEORIES HAVE BEEN TESTED IN ACCORDANCE WITH STATE OF THE ART SECURITY TESTING PROCEDURES. HOWEVER, YOU ARE AWARE, UNDERSTAND AND ACCEPT THAT SOFTWARE MAY ALWAYS CONTAIN BUGS AND/OR NOT OPERATE ERROR-FREE AND THAT THERE IS NO WARRANTY THAT THE PROCESS FOR PURCHASING NFT AND INTERACTING WITH THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE AND THAT THERE REMAINS AN INHERENT RISK THAT THE APPLICATION, THE SOFTWARE AND RELATED TECHNOLOGIES COULD BE EXPOSED TO ATTACKS BY HACKERS OR OTHER INDIVIDUALS AND COULD CONTAIN WEAKNESSES, VULNERABILITIES OR BUGS CAUSING, INTER ALIA, THE COMPLETE LOSS OF THE ETH TRANSFERRED TO THE SMART CONTRACTS AND/OR THE NFT.
You understand and accepts that, the Ethereum blockchain used for the NFT sale could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm. Any successful attack presents a risk to the expected proper execution and sequencing of transactions related to the Application and the expected proper execution and sequencing of smart contract computations, which may lead to the loss of the ETH transferred to the Application and/or the NFT.
7. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF THE COMPANY’S LIABILITY IN CONNECTION WITH THE SALE OF THE NFT AS WELL AS THE USE OF THE APPLICATION.
A. YOU UNDERSTAND THAT THE COMPANY’S LIABILITY UNDER THESE TERMS & CONDITIONS IS LIMITED TO THE EXTENT PERMISSIBLE UNDER SWISS LAW. HENCE, THE COMPANY’S LIABILITY UNDER THESE TERMS & CONDITIONS IS LIMITED UNDER ANY TITLE TO DAMAGES CAUSED BY WILLFUL INTENT OR GROSS NEGLIGENCE.
B. YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APPLICATION AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APPLICATION TO YOU WITHOUT THESE LIMITATIONS.
8. Risk Assumption
You accept and acknowledge each of the following:
You agree to hold harmless and indemnify the Company and its subsidiaries, affiliates, officers, agents, employees, directors, advertisers, licensors, suppliers, contractors, consultants or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of these Terms & Conditions, (ii) your misuse of the Website and/or Application, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Website and/or Application and/or purchase of NFT.
10. Data Protection
A. Changes to the Website and Application
The Company is entitled to change, update, modify and/or amend in any way the Website and/or Application at their sole discretion. You acknowledge and agree that the form and nature of the Website, the Application and/or any part of it/thereof/therein may be changed, updated, modified or in any other way amended without prior notice to you.
B. Changes to the Terms and Conditions
We may make changes to the Terms & Conditions at our sole discretion. The Terms & Conditions are available on our Website. Please check these Terms & Conditions periodically for changes. Any changes to the Terms & Conditions will apply on the date that they are made, and your continued access to or use after the Terms & Conditions have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms & Conditions, you may not access or use the Website and/or Application.
Our Website as well as our Application is not intended for children or minors (individuals under the age of 18). You must be at least 18 years old to access this Website and/or the Application as well as to purchase a NFT of PARTY DEGENS. If you are under 18 years old you are not permitted to use this Website nor the Application for any reason. By accessing the Website and/or the Application, you represent and warrant that you are at least 18 years of age. If you are domiciled and/or resident in a country with a different minimum age limit, you represent and warrant to have at least the minimum age for providing consent for data collection in your country. Otherwise you may not use our Website and/or Application.
A. Force Majeure
Non-performance by us is excused if we prove that the non-performance was due to an impediment beyond our control (in particular, but not limited to shortage of raw materials and/or energy, war, fire, damages or disturbances in the plants, official measures, interruptions in the way of transportation, labour troubles, epidemics, COVID-19, cyber-attack, cyber incident, etc.) and that we could not reasonably be expected to have taken the impediment into account at the time of the conclusion of these Terms & Conditions or to have avoided or overcome it or its consequences.
B. External Websites and Links
Our Website and/or Application may contain links to third party websites and its products, materials or services (hereinafter “Third-Party Websites”). You acknowledge and agree that (i) we are not responsible for the availability of any Third-Party Websites, (ii) the Third-Party Websites are not within our control; (iii) we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third-Party Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products, services or other materials on, or made available from, any Third-Party Website.
C. Entire Agreement
These Terms & Conditions contain the entire agreement between the parties regarding the therein stipulated matter and supersedes all understandings and agreements whether written or oral for that subject matter.
Should any part of these Terms & Conditions be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms & Conditions and will not affect the validity or enforceability of the remaining provisions of these Terms & Conditions.
E. No Assignment
You have no right to assign, transfer, subcontract or otherwise delegate your rights and obligations under these Terms & Conditions, either as a whole or in part, to any third party without the prior written and express consent of the Company. The Company is entitled to assign its rights and obligations under these Terms & Conditions in its sole discretion to an affiliate, or in connection with an acquisition, sale, merger or reorganization.
F. No Third-Party Beneficiaries
These Terms & Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than you.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE WEBSITE AND/OR APPLICATION AND/OR ANY PRODUCTS AND/OR SERVICES SOLD OR DISTRIBUTED THROUGH THE WEBSITE AND/OR APPLICATION, AND/OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
You acknowledge and accept that all claims and disputes within the scope of these Terms & Conditions must be litigated on an individual basis and not on a class or collective basis. Claims of more than one customer, user or Purchaser cannot be consolidated with those of any other customer, user or Purchaser. Only individual relief is available.
15. Governing Law and Jurisdiction
These Terms & Conditions and all claims relating to or arising out of these Terms & Conditions, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles as well as the United Nations Convention for Contracts for the International Sales of Goods. Any dispute, controversy or claim arising out of, or in relation to, these Terms & Conditions, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the cantonal court of the canton of Zug, Switzerland.