Terms & Conditions
- . The definitions and rules of interpretation in this Paragraph 1 apply in these Terms and Conditions.
“Associated Charges” means any fees payable in connection with a wallet relating to the purchase of USDC using card/Apple Pay.
“Author” means the author of a Collectible.
“Burned” means the removal of any NFTs from circulation.
“Certificate of ownership” means the certificate attached to each NFT that grants ownership of a part or whole of a Collectible and states authenticity.
“Collectible” means a the unique real world asset(s) in which a collector may acquire a fraction or whole interest in its ownership, as further described on the “OpenSea” platform from time to time and included in the Collector Labs NFT collection associated with an NFT in which you acquire Rights
“Collector” means the owner of an NFT/NFTs and associated Collectible(s).
“Fraction NFT” means a blockchain-tracked, non-fungible token which represents a fraction of a Collectible.
“Metamask” means Metamask (ConsenSys).
“NFT” means a Whole Item NFT and/or Fraction NFT.
“OpenSea” means the NFT marketplace platform OpenSea.
“Original Minter” means Collector Labs in its capacity as creator of an NFT created on the OpenSea platform.
“Price” means the published price of the NFT on OpenSea from time to time.
“Rights” means, with respect to an NFT, your rights to such NFT to which you are beneficially entitled and which you acquired from a legitimate source, where proof of such acquisition and ownership is duly recorded on the corresponding blockchain.
“Terms and Conditions” means these terms and conditions.
“Third Party IP” means any third-party rights, including intellectual property rights (e.g. copyrights, patents, design rights, utility models, trademarks, databases), publicity rights or image rights, commercial secrets, know-how and/or any other proprietary rights recognised in any country or jurisdiction in the world.
“Third Party Services” means any services not operated by Collector Labs but provided to you in the context of the Transaction and/or the use of the NFT, including but not limited to services provided by the marketplace OpenSea; payment services; purchase, sale, and exchange of digital assets; digital asset wallets; hardware wallets and storage services for the NFTs or the Collectible.
“Transaction” means the acquisition by a Collector of an NFT.
“Unlockable Content” means content available to Collectors of NFT(s) that can only be accessed by the Collector.
“Whole Item NFT” means a blockchain-tracked, non-fungible token which a represents, in full, a Collectible from Collector Labs.
2. CONDITIONS FOR THE ACQUISITION
2.1. Transactions to purchase NFTs are open only to individuals who have the right and authority, in accordance with relevant applicable laws, to enter into such Transactions and 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.
2.2. You may not allow other persons to use your OpenSea, MetaMask, or other Third Party Services user credentials or other personal accounts or services, and you agree that you are the sole authorised user of such accounts and services.
2.3. You further represent and warrant that you are at least 18 years old, or the age of majority in your country or territory, whichever is older.
2.2. You agree to pay:
- the Price of the NFT to Collector Labs, pursuant to the amount and payment methods displayed on the OpenSea platform page dedicated to the NFT (available at https://opensea.io/Collectorlabs);
- all applicable fees associated with the Transaction, including but not limited to Third Party Services’ fees pursuant to Third Party Services’ terms of service as applicable; and
- all applicable taxes.
2.3. The acquisition of an NFT, including Associated Charges, are non-refundable.
2.4. You acknowledge and agree that in some countries, and for certain people or entities, there may be restrictions on the acquisition, transfer and/or use of NFTs under applicable law including, by way of illustration, export control and sanctions laws and regulations, or restrictions on the sale and/or license of NFTs, and therefore your ability to acquire, transfer and/or use an NFT may be limited or restricted without any liability of Collector Labs.
2.5. Collector Labs may require you to provide additional information and documents in cases where it has reasons to believe that you are involved in money laundering or in any other illegal activity, or that you are in breach of these Terms and Conditions. In such cases Collector Labs, in its sole discretion may pause or cancel your acquisition of an NFT and, as the case may be, is entitled to deny the transfer of such NFT to you and terminate the Transaction in accordance with the conditions set out in Paragraph 5 below.
You acknowledge and agree that Collector Labs owns all legal right in and to the Collectibles. The rights that you have in and to an NFT and any Collectible are limited to those expressly stated in this Paragraph 3 of these Terms and Conditions. Collector Labs expressly reserves any right not expressly granted to you under these Terms and Conditions.
3.2. Your Rights
You acknowledge and agree that an NFT is made available to you solely for the purposes of collecting rare and collectible items.
3.3. Permissible transfers of the NFT
You have the limited right to transfer the NFT through the OpenSea platform only, and subject to complying with the following:
- the transfer is carried out exclusively on the OpenSea marketplace;
- the transferee provides Collector Labs with a valid e-mail address;
- the [Author/Original Minter] is paid two-point five percent (2.5%) of the gross amounts paid by such transferee (including any subsequent transferee) relating to an NFT. You acknowledge and agree that the foregoing amounts payable to the corresponding [Author/ Original Minter] under Paragraph 3.3 hereof do not include, and are not intended to cover, any additional fees imposed or required by OpenSea or other Third-Party Services;
- the transferee’s digital wallet is not owned by or associated with (i) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States or (ii) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations;
- you acknowledge and agree that, upon the transfer of an NFT pursuant to this Paragraph 3.3 (i) your Rights granted under Paragraph 3 and Paragraphs 12 to 14 shall terminate; and (ii) the transferee shall become the new Collector; and
- you acknowledge and agree that any transfers made in accordance with these Terms and Conditions must also include the transfer of the interest in the Collectible.
4.1. Unless expressly permitted in these Terms and Conditions, You may not:
- use the Collectibles in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Paragraph 3.2 above or solely for your own personal, non-commercial use;
- sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Collectible;
- attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to a collectible;
- otherwise utilise the Collectible for your or any third party’s commercial benefit;
- modify the Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes;
- use the Collectible to advertise, market, or sell any proprietary or third-party product or service;
- use the Collectible 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; or
- transfer your interest in an NFT without transferring your interest in the Collectible.
4.2. The restrictions set forth in this Paragraph 4 will survive the expiration or termination of these Terms and Conditions, regardless the cause.
5. TERMINATION OF YOUR RIGHTS
5.1. Your Rights shall automatically terminate, and all rights shall revert to Collector Labs if:
- at any time, you sell, license, trade, donate, give away, transfer, or otherwise dispose of an NFT for any reason except as specially provided in Paragraph 3.3 of these Terms and Conditions;
- your email address, as provided to Collector Labs, is no longer valid;
- you have a trustee, receiver or similar party appointed for your property, that becomes insolvent, acknowledges insolvency in any manner, makes an assignment for the benefit of your creditors, or files a petition of bankruptcy;
- you engage in any unlawful business practice related to the offer, sales, or transfer of NFTs of blockchain-related technologies;
- you disparage Collector Labs or any parties related to Collector Labs; or
- any of the Third-Party Services ceases to provide their respective services when such services are necessary for the exercise of the Rights.
5.2. You may terminate your Rights by transferring your NFT(s), on completion of the transfer of the NFT(s) these terms will automatically end between you and Collector Labs, and you will no longer have any rights or benefits in relation to the NFT(s).
6. WARRANTIES & LIABILITY
6.1. To the maximum extent permitted by applicable mandatory laws, tan NFT and associated Collectible are provided “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and we hereby disclaim any and all such warranties, express and implied. We do not warrant that an NFT and associated Collectible, content, functions or materials contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected. We make no warranty that an NFT will meet your expectation and/or requirements. No advice, results or information, whether oral or written, obtained by you from Collector Labs or in relation to an NFT and/or associated Collectible shall create any warranty not expressly made herein.
6.2. To the maximum extent permitted by applicable mandatory law, we will not be liable to you for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services, an NFT and associated Collectible, including but not limited to any losses, damages or claims arising from: (i) your error, such as forgotten passwords or incorrectly construed transactions; (ii) server failure or data loss; (iii) corrupted account files; (iv) unauthorised access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account or (v) security weaknesses, fraud, counterfeiting, and other technological difficulties.
6.3. We are not responsible for losses due to blockchains or any other features of the Polygon network or Third-Party Services functioning and/or performance, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Polygon network, including forks, technical node issues, or any other issues having fund losses as a result. You acknowledge and agree that such technologies are novel, experimental and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.
6.4. We have no control over any Third-Party Services. You acknowledge and agree that 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 Services, or as a result of any reliance placed by you upon the protection and/or storage of any data you provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Services. Please read the general terms applicable to such Third-Party Services as you will be required to comply with such terms.
6.5. To the maximum extent permitted by applicable mandatory law, Collector Labs potential liability shall arise solely with respect to you. Collector Labs shall not be liable for any such damage as may be caused to third parties as the result of any use you may make of an NFT outside their intended purpose, unless such use has been expressly authorised by Collector Labs, in which case Collector Lab’s liability shall be brought into line with the terms and conditions agreed on for such purpose. Collector Labs total liability to you with regards to the Transaction and an NFT, except in the event of wilful misconduct or gross negligence, is limited to the amount paid by you for such NFT.
7. ASSUMPTION OF RISK
As noted above, the NFTs are made available solely for collection purposes. You acknowledge and agree as follows:
- to the extent there is a price or market for a blockchain asset such as a non-fungible token, 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 an NFT, and there is no guarantee that an NFT will have or retain any value;
- Collector Labs does not make any promises or guarantees about the availability of an NFT or the Collectible or that an NFT or the Collectible will be hosted at any specific location and/or for any specific period of time;
- upgrades to the Polygon platform, a hard fork or other change in the Polygon platform, a failure or cessation of Polygon, or a change in how transactions are confirmed on the Polygon platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFTs;
- the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, stablecoins and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of an NFT;
- the risks related to taxation;
- that non-fungible tokens are not legal tender and are not backed by any government; and
- Collector Labs is not responsible for any transaction between you and a third party, including but not limited to transfers carried out pursuant to Paragraph 3.3. Collector Labs shall have no liability in connection with any such transaction or with the consequences of such transaction. In addition to assuming all of the above risks, you shall (i) have obtained sufficient information to make an informed decision to acquire an NFT, (ii) understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks.
You will defend, indemnify, and hold Collector Labs, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of Collector Labs respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use or transfer of an NFT and/or your participation in the use or transfer, including:
- your breach of these Terms and Conditions or the documents it incorporates by reference;
- your violation of any law or the rights of a third party as a result of your own interaction with such third party;
- any allegation that any materials that you submit to us or transmit in the course of the Transaction, communications seeking Collector Lab’s 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
- any other activities in connection with the Transaction or an NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
You are solely responsible for all applicable tax including any GST, VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. You are solely responsible for any applicable taxes including any sales or use tax or equivalent tax wherever such taxes may arise on the price, the purchaser’s premium, and/or any other charges related to a Transaction and subsequent transfers, if any. The applicable sales tax rate will be determined based upon the state or country where you are located. Collector Labs are not responsible for determining the taxes that may apply to your transaction(s).
10. PERSONAL INFORMATION
Personal information will be utilised in order to provide you with services relating to a Transaction and an NFT, including to manage our contractual relationship with you under these Terms and Conditions. You have certain rights regarding your personal information, including the following rights to:
- access your personal information;
- rectify the information we hold about you;
- erase your personal information;
- restrict our use of your personal information;
- object to our use of your personal information;
- receive your personal information in a useable electronic format and transmit it to a third party (right to data portability);
11. OTHER IMPORTANT TERMS
11.1 These Terms and Conditions (from time to time in force) shall govern the relationship between you and us and are between you and us only. No person who is not a party to these Terms and Conditions shall have any rights to enforce any of its terms. The rights of the parties to terminate, rescind or agree to any variation, waiver or settlement under these Terms and Conditions are not subject to the consent of any other person. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
12. CERTIFICATE OF OWNERSHIP
12.1. You will receive Unlockable Content with your NFT which will include a “Certificate of beneficial ownership, which confirms your entitlement to an NFT and the associated Collectible to which you are the beneficial owner and the details of the Collectible.
12.2. The certificate of ownership states that Collector Labs holds the legal title to the Collectible. It will hold the beneficial title to the collectible on bare trust for the community of NFT owners, who are beneficial owners of their fraction(s). Bare trusts are a form of simple trust recognised by Jersey law. The trustee of a bare trust is a mere nominee, in whose name the legal title of the property is held.
12.3. Collector Labs have day-to-day control of the Collectibles, and will look after the Collectibles on behalf of the Collectors. This includes storing and/or displaying the Collectible(s) securely and in appropriate environmental conditions. Collector Labs will also ensure that any Collectible is always insured.
13. DECISION MAKING
As a fractional owner (if applicable), you will be informed of key decisions relating to your Collectible(s). These will be communicated using our social media platforms. These decisions may include:
- loaning Collectible(s): from time-to-time we may consider Collectible(s) to be loaned out to increase public access to and enjoyment of Collectible(s), for example Collectible(s) may be loaned to libraries, collections, museums and similar institutions.
- attendance at events: from time-to-time we may make collectible(s) available for public and private viewings. As a fractional owner you may be entitled to special viewing and related educational and information sessions.
14. OUTRIGHT PURCHASE OF THE COLLECTIBLE
- If one Collector holds all NFTs in relation to a Collectible and can verify this using the blockchain, they will be entitled to own the Collectible. This can be completed by the Collector submitting all NFTs relating to such Collectible to Collector Labs. These NFTs will then be Burned and a Whole Item NFT issued to the Collector’s wallet (This must be a wallet used to purchase NFTs of the Collectible in question.) The Collector can then contact Collector Labs to arrange physical delivery of the Collectible.
- If an outside party wishes to purchase a Collectible that has been fractionalised using NFTs they will need to purchase all NFTs connected with such Collectible item. If the said NFTs are not “on sale” a prospective purchaser can make an offer using the OpenSea platform, however it is up to the NFT Collector whether they accept, sell, or transfer the NFTs they own.
- We cannot guarantee that any sale of any NFT and associated beneficial and legal title would result in sufficient proceeds to generate any profit, return or reimbursement to any Collector. There is a risk that you may lose the money you have spent purchasing NFTs. Collectors are advised to seek tax advice on any tax consequences for them (if any).
15.1. Ownership of the NFTs and the Transactions contemplated pursuant to these Terms and Conditions are not required to be regulated by the Jersey Financial Services Commission or any other financial regulatory body and are not considered to be an investment for the purposes of such regulatory regime in Jersey.
15.2. Ownership of the NFTs are not deemed a collective investment under the Collective Investment Funds (Jersey) Law 1988.
16. LAW AND JURISDICTION
These Terms and Conditions and any dispute or claim arising out of or in connection with the or their subject matter or formation (including non-contractual disputes of claims) shall be governed by and shall be construed in accordance with Jersey law. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Jersey in respect of any dispute arising out of these Terms and Conditions.