TERMS & CONDITIONS
These terms and conditions constitute a legally binding agreement (the "Agreement") between you (also referred to herein as "You", "Your", or "User") and Royal Society of Players, LLC ("we", "us" or "our"), governing your purchase of digital artworks (NFTs, defined below) running on the Ethereum blockchain as part of the Royal Society of Players NFT collection offering (the "Offering") and use of this website. By participating in the Offering, purchasing a Licensed NFT (defined below), and/or using our website (the "Website"), you agree to be bound by these terms and all the terms incorporated herein and all of the terms of service.
By entering into this Agreement, participating in the Offering, purchasing a Licensed NFT, and/or using this website, you expressly acknowledge that you understand this Agreement and accept all its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not participate in the Offering, purchase a Licensed NFT, or use our Website. As further described in Article IX below, these terms and conditions may be changed at any time, without notice, at which time an updated version of this Agreement will be made available on our Website. Your continued participation in the Offering, purchase of a Licensed NFT, and/or usage of our Website will constitute your acceptance of the revised Agreement.
- "Art" means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
- "Equivalent" means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
- "Royal Society of Players" means Royal Society of Players, LLC.
- "Name and Likeness" means name, nicknames, images, logos, likenesses, marks, copyrights, trade dress colors, trade dress designs, marketing materials and/or all other intellectual property of Royal Society of Players.
- "NFT" means any blockchain-tracked, non-fungible token.
- "Licensed Rights" with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
- "Licensed NFT" means an NFT from Royal Society of Players. For the avoidance of doubt, the Licensed NFT refers to the entire NFT, and any individual components of the NFT (for example but not limited to the surface, crowns, stamps, colors, flourishes, fonts, images, logos, and any other individual or combined trait or elements) may not be used, modified, or displayed on a standalone basis.
- "Third Party IP" means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
- "Experiences" means all in-person and virtual events and rewards organized by Royal Society of Players and members of its community available to those purchasers of certain Licensed NFTs, including any rewards and gifts presented by Royal Society of Players to said purchasers.
Ownership and Licensed Rights
- You acknowledge and agree that Royal Society of Players (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Art and Name and Likeness, and all intellectual property rights therein.
- The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Article II Section 7 of this Agreement. Your rights are granted for each Licensed NFT You own for the entire period of ownership. Once ownership of the Licensed NFT is transferred, any and all rights transfer along with that Licensed NFT.
- Royal Society of Players reserves all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Article II of this Agreement.
- All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
- By using the Website, participating in the Offering, or purchasing a Licensed NFT, you are accepting sole responsibility for any and all transactions involving Licensed NFT. You are responsible for the safety and management of Yourown private Ethereum wallet(s) and validating all transactions and contracts generated by the Website or any third party marketplace before approval. Furthermore, as the Royal Society of Players smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. Royal Society of Players can make no guarantee to return or mint a new asset for you in the event that you lose, sell, destroy, or have your Licensed NFT stolen.
- By redeeming or participating in any Experience, You acknowledge that the terms and conditions set forth in this Agreement apply to all Experiences and that attendance at any Experience is conditioned upon your adherence to these terms and conditions. Royal Society of Players reserves all rights and discretion with regards to manner and selection of winners regarding the transferring of any rewards, prizes or experiences. . Any and all items held by the Royal Treasury shall be exclusively owned by Royal Society of Players, until such time, if any, as an item is transferred to You.
- Without limiting the foregoing and subject to your continued compliance with this Agreement, Royal Society of Players grants You a limited, worldwide license to use, copy, and display the Licensed NFT for the purpose of creating derivative works, and authorizing others to create derivative works, based upon the Entire Licensed NFT, up to an aggregate gross revenue limit of $100,000 US Dollars ("Personal Use"). Examples of such Personal Use include, but are not limited to, the use of the Licensed NFT to produce and sell merchandise products (T-Shirts, etc.) that display copies of the Art, to create any digital derivatives or other NFT representations of the Licensed NFT, or to manufacture and sell printed copies of a Licensed NFT on a limited basis. Upon approaching this $100,000 limit, You agree to promptly contact Royal Society of Players to declare your intention to expand this agreement beyond Personal Use and into a commercial use scenario ("Commercial Use"). You may not engage in any Commercial Use unless and until You have entered into a Commercial Use agreement with Royal Society of Players, the terms and conditions of which shall be separately negotiated between the parties at Royal Society of Player's sole discretion. In the absence of an agreement between You and Royal Society of Players governing Commercial Use of a Licensed NFT, You agree that You will, promptly and without undue delay, cease any and all revenue-generating usage upon reaching $100,000 US Dollars in gross revenues. Nothing herein shall restrict Royal Society of Players' right to use, copy, and display the Licensed NFT for its own Commercial Use.
- You agree that you may not, nor permit any third party to do or attempt to do, any of the following without the express prior written consent from Royal Society of Players in each case: (i) use the Licensed NFT, Name and Likeness, and/or Art from your Licensed NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other "adult only" or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness, and/or Art from Your Licensed NFTs; or (iii) hold yourself out to be the Royal Society of Players or to be collaborating with the Royal Society of Players.
- To the extent that the Licensed NFT, Name and Likeness, and/or Art associated with Your Licensed NFTs contains Third Party IP, You understand and agree as follows: (i) You will not have the right to use such Third Party IP in any way except as incorporated in the Art, such use subject to the license and restrictions contained herein; (ii)depending on the nature of the license granted from the owner of the Third Party IP, Royal Society of Players may be required to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that Royal Society of Players informs You of such additional restrictions in writing (email is permissible), You will be responsible for complying with all such restrictions from the date that You receive the notice, and that failure to do so will be deemed a breach of this Agreement.
- The restrictions in this Article III will survive the expiration or termination of this Agreement.
Termination of the License
Termination of the License
- The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to Royal Society of Players if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason except as specially provided in Article II of this Agreement; (ii) You breach any of the Agreement and conditions; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions against any of Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys and employees.
- Upon termination of the Licensed Rights, Your rights to utilize the Licensed NFTs for Personal Use and, if applicable, Commercial Use, shall automatically terminate.
Disclaimers of Warranties and Limitations of Liability
- The Royal Society of Players' Website and its connected services, and all Licensed NFTs, are provided "as is" and "as available" without warranties of any kind either express or implied.
- To the fullest extent permissible pursuant to applicable law, Royal Society of Players disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, and fitness for a particular purpose.
- To the fullest extent permissible by applicable law, in no event shallRoyal Society of Players be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to any NFT, including but not limited to the Licensed NFT, the Offering, any technology and/or parties related to the Offering, including but not limited to blockchain and Ethereum wallets, and the volatility of the cryptocurrency and NFT markets.
- You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law, Royal Society of Players' total aggregate liability shall not exceed ten percent (10%) of the total sum paid directly by you to Royal Society of Players for the applicable Licensed NFT.
- 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 gross negligence, willful misconduct, or fraud.
- You agree that no liability shall extend individually to the members, officers, directors, affiliates, agents, attorneys, and employees of Royal Society of Players.
- You expressly waive your right to file a claim, dispute and/or take any legal action against the Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys and employees on a class or collective basis.
- Royal Society of Players and/or its members, officers, directors, affiliates, agents, attorneys, and employees will not be responsible for any typographic or other Website errors.
- If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.
Assumption of Risk
- You agree that You assume the following risks:
- To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value;
- the commercial or market value of a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity regarding NFTs or cryptocurrency, etc.;
- there are risks associated with using an Internet-native asset (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software, and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet" or elsewhere, and Royal Society of Players will not be responsible for any of these, however caused; and
- Royal Society of Players is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called "secondary market"), and Royal Society of Players shall have no liability in connection with any such transaction.
- In addition to assuming all the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
- Royal Society of Players cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current, or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected.
- You accept and acknowledge that Royal Society of Players will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Offering or the Licensed NFTs.
- No information on Royal Society of Players' website nor any communication from the Royal Society of Players or within Royal Society of Players' communities should be considered financial advice.
Taxes and Fees
- You understand that Licensed NFTs must be purchased with Ethereum and that Royal Society of Players has no control over "gas" fees collected by Ethereum miners.
- You understand that Royal Society of Players does not have the ability to reverse Ethereum transactions.
- You agree not hold Royal Society of Players liable for any expenses or fees associated with interacting with our smart contract and/or minting or attempting to mint a Licensed NFT on our site.
- Royal Society of Players is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto ("Taxes"), that may apply to transactions on theWebsite.
- You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities.
- Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes ("Sales Taxes"). This means that Sales Taxes become your sole responsibility.
- This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
- Royal Society of Players may amend or modify this Agreement from time to time. When Royal Society of Players makes such amendments or modifications, we will make the updated Agreement available on the Website and update the "Last Updated" date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
- If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
- Participation in the Royal Society of Players NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof.
- Participation in the Royal Society of Players NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market is not available to persons or entities who have had their privileges temporarily or permanently deactivated.
- You may not allow other persons to use your access credentials, and You agree that You are the sole authorized user for your account.
- By participating in the Royal Society of Players NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market, and to attend any Royal Society of Players events or experiences you now and again at the time of redemption expressly you represent and warrant that you are at least 18 years old, , you are eligible to attend or participate based on ownership, and you have satisfied any requirements laid out by the team and further incorporated by any terms in this document.
- You will defend, indemnify, and hold harmless Royal Society of Players, its affiliates, subsidiaries, parents, successors and assigns, and each of its and their respective officers, directors, employees, agents, or members, from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your license, sale or possession of the Licensed NFT and/or Your participation in the Offering, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the Offering, or any communications seeking Royal Society of Players' consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Offering or the Licensed NFT.
- This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement or Your Licensed Rights.
- If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.