Terms & Conditions
Last Updated: 18 February, 2022
These Terms & Conditions constitute a legally binding agreement made between the user (“you”), whether personally or on behalf of an entity and Choosedama, domiciled in Italy. (The Company”;“we”) concerning your access to and use of nft.choosedama.com website and the smart-contract based Choosedama application (“App” or “Application”) as well as any other media form, media channel, mobile website or mobile application, smart contracts related, linked, or otherwise connected thereto (the “website”, Site” and the “App”).
The Inhabitants are a digital art collectible built on top of the Ethereum network. The collection consists of over 10,000 unique digital image that are hashed on the blockchain and are represented by a non-fungible token (“NFT”) each. Our smart contract allows participants to purchase the NFT representing digital art. After the sale of an NFT to you, the ownership of the NFT, and to the connected art, is transferred from the Ethereum smart contract to the purchaser and concludes the business transaction between both parties.
1. PAYMENTS
A. If you decide to purchase a “The Inhabitants” from the contract, any financial transactions will be conducted solely through the Ethereum network. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the company 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 using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.
B. 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 that occurs via the App. The Gas Fee does not go to us and we have no control over its pricing.
C. All paid prices exclude any possible duties or charges. You will be solely responsible to pay any and all sales, use, value-added and other taxes, 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 our NFTs (including, without limitation, any Taxes that may become payable as the result of your ownership of a “The Inhabitants“.
2. OWNERSHIP
I. You own the NFT. Each “The Inhabitants” is a NFT on the Ethereum blockchain. When you purchase a NFT, you own a “The Inhabitants”. 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 “The Inhabitants”.
II. Personal Use: Subject to your continued compliance with these Terms, Choosedama grants you a worldwide, exclusive, royalty-free license to use, copy, and display the purchased Visual Art and Music, along with any extensions that you choose to create or use, solely for the following purposes: (1.) for your own personal, non-commercial use; (2.) as part of a marketplace that permits the purchase and sale of your “The Inhabitants” / NFT, provided that the marketplace cryptographically verifies each “The Inhabitants” owner’s rights to display the Art and Music for their “The Inhabitants” to ensure that only the actual owner can display the Art or Musict; or (3.) as part of a third party website or application that permits the inclusion, involvement, or participation of your “The Inhabitants”, provided that the website/application cryptographically verifies each “The Inhabitants” owner’s rights to display the Art for their “The Inhabitants” to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the “The Inhabitants” leaves the website/application.
III. Commercial Use: Subject to your continued compliance with these Terms, The Company grants you an limited, worldwide, exclusive, license to use, copy, and display the purchased Visual Art for the purpose of creating derivative works based upon the Visual Art (“Commercial Use”) only. You cannot use the name “The Inhabitants” on any commercial product unless connected directly to a “#” and the number of your “The Inhabitants” signifying the NFT you own. You agree not to use your “The Inhabitants” in any project or derivative work that involves hate speech, racism, pornography, or any other illegal content.
3. RESTRICTIONS
You confirm to not be domiciled in or organized under the laws of any country, whose legislation conflicts with the present purchase of NFTs on the Etherum blockchain or the purpose of Choosedama in general. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Choosedama’s express prior written consent in each case: (1.) use the Visual Art for your Purchased “The Inhabitants” to advertise, market, or sell any third party product or service; (2.) use the Visual Art for your Purchased “The Inhabitants” 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; (3.) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Visual Art for your Purchased “The Inhabitants”, except as expressly permitted in these Terms; (4.) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Visual Art for your Purchased “The Inhabitants”; or (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: Choosedama may need to pass through additional restrictions on your ability to use the Visual Art and to the extent that Choosedama 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 license. The restrictions in this Section will survive the expiration or termination of these Terms.
4. TERMINATION
In the event of any Force Majeure Event (including a pandemic), breach of these Terms, or any other event that would make provision of the Site commercially unreasonable for Choosedama, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the App or the Site.
We may terminate your access to the App or the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms.
5. ASSUMPTION OF RISK
You accept and acknowledge each of the following:
A. There are risks associated with using cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Choosedama will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
B. You are solely responsible for determining what, if any, Taxes apply to your Choosedama-related transactions. Choosedama is not responsible for determining the Taxes that apply to your transactions on the the Site, or the Smart Contracts.
C. The prices of blockchain assets are very volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your “The Inhabitants”, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of “The Inhabitants will not lose money.
D. Risk of loss of private key or passphrase(s): Choosedama is not responsible for your private keys, which you need in order to access the NFTs. It is your sole responsibility to protect your private keys. In case of loss, Chooseadma takes no responsibility.
E. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Choosedama ecosystem, and therefore the potential utility or value of “The Inhabitants”.
F. Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 standard, including the Choosedama ecosystem.
G. Choosedama is dedicated to continue to develop “The Inhabitants” project and community. We have released information outlining some of the future goals we hope to accomplish. While we intend to work towards those goals, sometimes things happen and we cannot guarantee that this original project will sell out entirely nor can we guarantee future developments. You agree that your purchase of your NFT from our initial project is all you are guaranteed to receive with your initial purchase. Any future game development, potential airdrops, community gatherings, or other benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase. You agree that you are not relying on any future commitments by Choosedama in using this site and participating in our NFT launch.
6. LIMITATION OF WARRANTY, LIABILITY AND DISCLAIMERS
EXCEPT AS EXPRESSLY STATED IN THESE TERMS,CHOOSEDAMA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EX-PRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
To the fullest extent permitted by applicable law: (1.) in no event will the company or any of the subsidiaries, affiliates, directors and licensors be liable for any damages, whether direct, indirect, special, incidental, or consequential, of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of the NFT, the Site or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE IS AT YOUR SOLE RISK, AND THAT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE SITE, 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: (1.) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (2.) YOUR ACCESS TO OR USE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3.) ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 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 WILFUL INTENT OR GROSS NEGLIGENCE.
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 OR THE METAMASK WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1.) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (2.) SERVER FAILURE OR DATA LOSS; (3.) CORRUPTED WALLET FILES; OR (4.) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR THE METAMASK ELECTRONIC WALLET.
D. “The Inhabitants” ARE INTANGIBLE DIGITAL OBJECTS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
E. CHOOSEDAMA IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT
7. INDEMNIFICATION
You agree that you will be responsible for your use of the Site and holding NFT and you agree to defend, indemnify, and hold harmless Choosedama and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “The Company Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (1.) your access to, use of, or alleged use of the App, site or token at any time; (2.) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (3.) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (4.) any disputes or issues between you and any third party. Chooseama reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with Choosedama’s defense of such claim.
8. THIRD-PARTY SITES
This website may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites, are not monitoring their content and are providing the respective links for informational purposes only. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other content or materials on or made available from any External Sites. Furthermore, 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 External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other content or materials on, or made available from, any External Sites.
9. CHANGES TO THE TERMS
The present Terms & Conditions may change from time to time, including but not limited to cases of changes in our website and for any other case that the company deems as appropriate to improve the user experience.
10. CHILDREN
“THE INHABITANTS” PROJECT IS NOT TARGETED TOWARDS CHILDREN. YOU AGREE THAT YOU ARE OVER THE AGE OF 18, OR ABOVE THE LEGAL AGE OF YOUR JURISDICTION, WHICHEVER IS GREATER.
11. WAIVER OF CLASS LAWSUITS
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
12. COOKIE POLICY
Our Cookie Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Cookie Policy.
13. MISCELLANEOUS
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms.