THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU WITH RESPECT TO YOUR PURCHASE, SALE, AND DISPLAY OF THE NON-FUNGIBLE TOKENS (“NFTs”) OFFERED THROUGH THIS WEBSITE, https://prinseps.com/ (the “Website”). The following summary is intended to provide you with an overview of important legal provisions contained in this document that are described in more detail in the sections below.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. You have the ability to opt out of this arbitration clause by sending us notice of your intent to do so within thirty (30) days of your initial agreement to these Terms.
BY USING THE WEBSITE TO PURCHASE NFTS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
When each NFT is sold or minted by you for the first time, the agreement for sale is between the Company and the initial purchaser. All NFTs are stored on and accessible through the Ethereum blockchain. As such, the Company does not maintain the NFTs on this Website and, aside from transferring control of the NFT hash receipt of sale to the initial purchaser of the NFT, the Company has no control over the transfer, storage, ownership, or maintenance of the NFT.
- Linking Your Cryptocurrency Wallet
When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, and any and all non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet.
- Terms of Sale
By placing an order on the Website, you agree that you are submitting a binding offer to purchase an NFT or other service. If you are the initial purchaser of an NFT or you are purchasing a service, then all amounts due are to be paid to Prinseps Auctions Pvt. Ltd. and/or its assignees. You also acknowledge and agree that Company receives ten percent (10.00%) of every subsequent sale of an NFT (“Royalty”). For example, if you are the initial purchaser, and you sell an NFT for the cryptocurrency equivalent of INR (Indian Rupees) 100.00 to a subsequent purchaser, the cryptocurrency equivalent of INR 10.00 of that purchase price will automatically be transferred to Company and you will receive the cryptocurrency equivalent of INR 90.00. The company has the right to collect Royalties for NFT sales in perpetuity and may use those funds in any manner Company sees fit. As such, if you sell an NFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:
“10% Royalty applies for this and all future sales of this NFT. See the Prinseps Gobardhan Ash Avatar NFT Auction Terms of Purchase, available at prinseps.com for details. You agree to sell your NFTs only on market places such as opensea.io who collect and remit royalties.”
In addition, when you buy an NFT on this Website, you agree to pay all applicable fees associated with the transaction.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
- Intellectual Property
With respect to the NFTs, each purchaser of an NFT is granted an exclusive, limited license to such NFT and its content to access, use, or store such NFT and its content solely for their personal, non-commercial purposes. NFTs are a limited-edition digital creation based upon the content that may be trademarked and/or copyrighted by, and which are otherwise owned or used under license by, the Company. Unless otherwise specified, your purchase of an NFT does not give you the right to publicly display, perform, distribute, or otherwise reproduce the NFT or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the NFT or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast, and create derivative works based upon your NFT or its content. Any commercial exploitation of the NFT could subject you to claims of copyright infringement. If you purchase an NFT on the Website, you hereby agree to hold us harmless from and against any and all violations or breaches of these Terms.
If you are unsure whether a contemplated use of the Website content or a NFT and its content would violate these Terms, please contact us at firstname.lastname@example.org.
We are 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 this Website. 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 Website are exclusive of sale, use, value-added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed tax form that is reasonably required by us so to comply with our tax reporting obligations.
You agree and understand that we may modify part or all of this Website or the services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE WEBSITE AND ANY WEBSITE CONTENT CONTAINED THEREIN, AND ANY AND ALL NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE WEBSITE WILL (a) MEET YOUR REQUIREMENTS; (b) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR, (c) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (v) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (w) SERVER FAILURE OR DATA LOSS; (x) CORRUPTED WALLET FILES; (y) UNAUTHORIZED ACCESS TO APPLICATIONS; OR, (z) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE OR NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT.
We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of the NFTs. Prinseps Auctions Pvt. Limited and its assignees/affiliates and its and their respective owners, officers, directors, and employees are not responsible for casualties due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues, or any other issues having fund losses as a result.
Nothing in these Terms shall exclude or limit the liability of either party for fraud, death, or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
- Assumption of Risk
Please note that accessing, purchasing, or using NFTs entails a potentially significant degree of risk because of the price and liquidity of blockchain assets. As such, by purchasing an NFT, you accept and acknowledge the following risks:
- The prices of blockchain assets including NFTs are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of NFTs will not lose money.
- You are solely responsible for determining what, if any, taxes apply to your NFTs transactions. Neither the Company nor any other Company Party is responsible for determining the taxes that apply to NFTs transactions.
- Our Website does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of NFTs occurs within the supporting blockchain and not on this Website.
- There are risks associated with using an Internet-based currency, 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 the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the NFTs, however, caused.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of NFTs.
- The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Website and the utility of NFTs.
- The Website will rely on third-party platforms such as MetaMask, CoinBase, Rarible, Opensea and others to perform the transactions for the sale of NFTs. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms lose market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Website will suffer.
NFTs are not legal tender and are not backed by any government. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for a permanent and total loss of value of a particular NFT should the market for that NFT disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use this Website at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE WEBSITE, WEBSITE CONTENT, THE SERVICES OR THIRD-PARTY WEBSITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE, WEBSITE CONTENT, THE SERVICES OR THIRD-PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE WEBSITE, WEBSITE CONTENT, NFTS, OR ANY SERVICES PURCHASED ON THE WEBSITE EXCEED THE GREATER OF (a) INR(Indian Rupee) 100.00 OR (B) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Prinseps Auctions Private Limited and its assignees/affiliates, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Company Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of the NFTs; (b) your violation of these Terms; (c) your violation of the rights of a third party, including another user; and, (d) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Website or to provide us with a properly executed tax form described in Section 4. You agree to promptly notify us of any third-party Claims and cooperate with the Company Parties in defending such Claims. You further agree that the Company Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
- Governing Law
All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maharashtra, India without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the courts of Maharashtra, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- DISPUTES AND ARBITRATION AGREEMENT
Carefully read the following arbitration agreement ("Arbitration Agreement"). It requires you to arbitrate disputes with Prinseps Auctions Private Limited (and its assignees) and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any services sold or distributed through the Website, including NFTs, or to any aspect of your relationship with Prinseps Auctions Private Limited will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify; and, (b) you or the Company may seek equitable relief in court, without the requirement to post a bond or other security, for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
- Any dispute or difference arising out of touching or concerning this contract including its construction, scope, implication, performance, effect, validity, breach thereof or for determining any claim, right or liability of the parties hereunder shall be referred to arbitration in accordance with its Rules of Arbitration and subject to the provisions of Arbitration & Conciliation Act, 1996 or any statutory amendment thereof from time to time in force
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. And you agree that to the extent monetary or non-monetary remedy or relief is granted, such request for relief may be enforced as needed by any court of competent jurisdiction.
- Waiver of Trial. YOU AND Prinseps Auction Private Limited (and its assignees) HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE. You and the Company are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated in this Section 12. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of Maharashtra, India. All other claims shall be arbitrated.
- Severability. Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.
- Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at the following address: Prinseps Auctions Private Limited, Birla Centurion 3rd FL, Worli, Mumbai 400030