Updated January 2022
00. PLEASE READ
THESE TERMS AND CONDITIONS OF SALE (THESE “TERMS OF SALE”) CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY. BY PURCHASING OR USING IN ANY WAY ANY GOOD OR SERVICE THAT ORIGINATED FROM DRONIES LLC (“COMPANY”) THROUGH MERCH.DRONIESNFT.COM (THE “WEBSITE”), YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE.
01. PRICES AND PAYMENT TERMS
Company retains the right in its discretion to place limitations on the purchase price and availability of goods and services on the Website and the number of any transactions on the Website. Company does not guarantee that any goods or services will be available for purchase at the time you seek to make a purchase.
All prices posted on the Website are determined by Company, in its sole discretion, and are subject to change without notice. The price charged will be the price in effect at the time of the purchase. Company is not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any purchases arising from such errors.
Terms of payment are within our sole discretion. Purchases may be made by using the currencies (including cryptocurrencies) that we may elect to accept from time to time. When you make a purchase, you represent and warrant that (i) the purchase information you supply is true, correct, and complete; (ii) you are duly authorized to use such purchase method for the purchase; (iii) you (A) will pay all charges incurred in connection with your transaction, including the purchase price and all applicable transaction fees, gas fees, taxes, and all other fees related to your transaction, including any and all fees required to process and validate the transaction, and (B) authorize all such charges to be automatically charged toward, and collected from, your payment; and (iv) all charges incurred by you will be honored by you. You are solely responsible for ensuring that your selected purchase method is sufficient to cover all such costs and for confirming that your payment has been accepted and processed properly.
The Website may allow you to purchase non-fungible tokens (“NFTs”), each of which links to, and identifies, an associated digital work (the “Work”). Company never holds custody or takes ownership or possession of such NFTs, which will be minted directly into your wallet. Although your NFT is stored on the blockchain, you acknowledge that Company may store the files for the Work associated with your NFT off the blockchain, which may include decentralized storage systems. You acknowledge and agree that you will not have control or any ownership of or in the server or platform hosting such files. You also acknowledge and agree that you solely bear all risk of acquiring, holding, using, and transferring an NFT and that all NFT purchases, transfers, and sales will be entirely at your sole risk.
Company is not responsible for determining the withholding, sales, use, value added, transfer, or other taxes that may apply to purchases on the Website. You acknowledge and agree that you are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, remit, and report the correct amounts to the appropriate taxing authorities.
02. NO RETURNS OR REFUNDS
All sales made on or through the Website are final. Company does not provide refunds for any purchases that you might make on or through the Website. You acknowledge that Company has no liability to you or to any third party for any claims or damages that may arise as a result of your payment, including, but not limited to, instances where your payment was not properly processed.
03. PURCHASE OF NFTS AND LIMITED LICENSE TO ASSOCIATED WORK
When you purchase an NFT, you will receive the following:
- ownership in the NFT itself, including the right to store and to further transfer the NFT, and
- so long as you own the NFT and are in compliance with all Applicable Terms, a non-exclusive, personal, limited license (without the right to sublicense) to display the Work associated with the NFT (i) solely for your personal, non-commercial purposes or (ii) in connection with a proposed transfer of your NFT.
- You acknowledge and agree that, except for the limited license described in the above, the purchase of an NFT does not provide you with any ownership or right in the Work associated with the NFT or any intellectual property right (including copyright) relating thereto, all of which rights will remain with Company.
- This license follows with the NFT. It will automatically terminate upon a transfer of the NFT to a third party, and the license will be granted to such third party only upon their acceptance of these Terms of Sale and the other Applicable Terms.
The license granted to you above sets out the sole terms on which you are authorized to use the Work. Without limiting the generality of the foregoing, you may not, and may not cause or permit any other party to:
- modify any Work in any way or incorporate it into any other work;
- use any Work in connection with any commercial activity, including (i) to sell copies of the Work or merchandise featuring the work or (ii) to advertise, market, sell, or promote any good, service, contest, sweepstake, other sales promotion, or barter;
- use any Work in connection with any material which (i) is malicious, defamatory, harmful, trade libelous, obscene, indecent, abusive, offensive, threatening, harassing, violent, hateful, inflammatory, or otherwise objectionable or unlawful; (ii) has the purpose or effect of creating an intimidating or hostile environment; (iii) contains ethnic slurs or personal insults; (iv) promotes sexually explicit or pornographic material, violence, hatred, intolerance, cruelty, or discrimination; (v) promotes any illegal activity or advocates, promotes, or assists any unlawful act; (vi) involves commercial activities or sales, such as, or advertising; or (vii) invades, violates, or infringes any patent, trademark, service mark, trade secret, copyright, or other intellectual property or other right of any person;
- seek trademark, copyright, or other intellectual property protection in any Work; or
- create any other non-fungible tokens based on any Work.
Notwithstanding anything to the contrary herein, in the event of a claim that a Work infringes a third party’s intellectual property right, Company specifically reserves the right, in its sole and absolute discretion, to (a) modify such Work so that it becomes non-infringing or (b) refund to you the amount originally paid to Company for the NFT associated with the Work and regain complete control of such NFT. You agree to cooperate to the fullest extent with Company to effectuate the provisions of this Section.
Company is not responsible for the activities of others and cannot guarantee that additional copies of the Work associated with your NFT will not be created or distributed by others.
04. RESERVATION OF RIGHTS
Company reserves all rights not explicitly granted herein.
- You acknowledge and agree that (a) you are receiving only a limited right to use the Work associated with your NFT as set forth herein and you are not acquiring any proprietary interest in any Work and (b) you will not, directly or indirectly, take any action or inaction inconsistent with Company’s ownership of any Work, including, without limitation, any action to contest or impair Licensor’s ownership of the Work or the validity of the intellectual property rights in the Work or any part thereof.
- By way of example only and not by way of limitation, you acknowledge and agree that Company may make additional copies of, and distribute, the Work associated with your NFT; sell or otherwise assign the copyright or other intellectual or economic rights in such Work; and otherwise exploit the Work, all without your consent.
- You specifically acknowledge and agree that (a) your (i) use of any Work other than as provided in these Terms of Sale or (ii) attempt to grant or transfer to any third party any rights other than in accordance with the terms of these Terms of Sale, in each case, will be a material breach of these Terms of Sale and an infringement of Company’s copyright and other intellectual property rights and will immediately terminate the license to the Work granted to you herein and any other rights granted to you in any Applicable Term and (b) in such a case, Company will have all remedies available to it in law or at equity including, without limitation, issuing a takedown notice under the Digital Millennium Copyright Act.
05. SUBSEQUENT SALES OF NFTS
You acknowledge and agree that the intent is for all subsequent owners of your NFT to be bound by the Applicable Terms. In the event that you elect to subsequently transfer your NFT to a third party, you agree that, prior to such transfer, you will (a) notify such third party of these Terms of Sale and the other Applicable Terms and (b) cause such third party to agree to and accept all such terms.
NFTs may not be compatible with other marketplaces, platforms, or exchanges operated by third parties (“Other Platforms”). We do not control any Other Platforms or any purchases or sales of NFTs or any other activity that occurs outside of the Website, and you acknowledge and agree that we are not a party to any agreement you enter into or any transaction you conduct on any Other Platform.