Terms and Conditions
Last updated: 17th May 2022
Terms & Conditions of Use and Purchase
(hereinafter ‘Terms’ or ‘T&Cs’ or Terms of Use’)
Emograms NFT Art Collection
Before introducing the contents of the Terms & Conditions (hereinafter: T&Cs, we wish to strongly draw the attention of our Visitors that it is not possible to deviate from the T & Cs. The present T&Cs include general rules of the relationship between the Emograms NFT Art Collection (“Founders” or “we”), and the user (“you” or “User”, whether a private individual or representing an entity or organisation), and special conditions of the rights and obligations of the parties participating in the relationship. T & Cs are prevailing in all cases which legal regulations do not touch.
Please read this document carefully when visiting the website and placing your order, because by finalising your order, you accept the contents of these T&Cs, which you also confirm by checking the box on the order page.
Definitions included in these T&Cs are marked with capital letters. They are defined terms are words that are given a specific definition in a contract.
TERMS OF WEBSITE USE
These Terms of Use constitute the agreement made between the user (“you” or “User”, whether a private individual or representing an entity or organisation) and the partnership of the individual Founders of the Emograms NFT Art Collection (“Founders” or “we”) concerning the access to and use of the www.Emograms.com website and the respective smart-contract as well as any other application, media form, media channel, mobile website or mobile application, smart contracts to be related, linked, or otherwise connected and developed thereto now or in the future (collectively the “website”).
Summary of The Emograms NFT Art Collection
Emograms NFT Art Collection (“collection”) is the denomination of the collection under which the Emograms collectible digital artworks are emitted within the Ethereum or Polygon network. The Emograms collection consists of 99 unique digital artworks (the “Emograms” or “Artwork”) that are stored on the blockchain and are represented by a non-fungible token (“NFT”) each.
Each NFT comes with 1 Sculpture Redemption Token (“SRT”) when purchased in the initial auction from the Founders. These SRT can be traded on a secondary market in order to collect 11 of them to redeem an Emogram Sculpture (or “sculpture”). These sculptures contain an embedded QR code which can be used to verify its originality on-chain.
The Founders provide and intend to provide a secondary marketplace for the NFT on the Emograms NFT Art Collection WEBSITE (emograms.com and all of its existing subdomains like nft.emograms.com or new subdomains which may be created in the future).
Emograms are collectible digital artworks and serve no other purpose. The Emograms smart contract allows participants to purchase the NFT representing the digital Artwork. The website will provide a user interface to visualize the digital artworks. After the purchase of the NFT, the NFT token representing the artwork is transferred from the Marketplace smart contract in case of an initial auction sale, or from the seller’s wallet in case of a resell, to the buyer’s ethereum wallet. Before you purchase an NFT and use the UI and the Ethereum smart contracts, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms").
Users declare that they are aware that the Emograms are digital goods thus non-refundables.
PLEASE READ THESE TERMS CAREFULLY BEFORE MAKING A PURCHASE OF AN NFT AND/OR USING THE EMOGRAMS WEBSITE. THESE TERMS GOVERN THE PURCHASE OF THE NFT, UNLESS THE FOUNDERS HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH THE PURCHASER FOR THAT PURPOSE. IF WHEREVER A “CLICK” IS NEEDED TO AGREE THESE TERMS OF USE, THAT “CLICK” WILL CONSTITUTE THE EXPRESSIVE APPROVAL ON THE PURCHASER’S BEHALF ON ACCEPTANCE OF THESE TERMS OF USE. ACCEPTING THESE TERMS OF USE ALSO SHALL MEAN THAT THE PURCHASER CONFIRMS TO FULLY UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF THESE TERMS ARE BEING ACCEPTED ON BEHALF OF ANY ORGANIZATION, COMPANY OR OTHER LEGAL ENTITY, IT SHALL BE ASSUMED THAT THE REPRESENTATIVE MAKING SUCH DECLARATION HAS THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” OR THE “PURCHASER” WILL MEAN THAT ENTITY. IF THE REPRESENTATIVE DOES NOT HAVE SUCH AUTHORITY, OR IF ALL OF THESE TERMS ARE NOT ACCEPTED, THEN WE ARE UNWILLING TO MAKE THE SMART CONTRACTS, OR THE WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SMART CONTRACTS, OR THE WEBSITE AND NOT ENTITLED TO PURCHASE THE NFT.
I. Cookies.
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of the websites may become inaccessible or not function properly. Cookie usage is controlled by our Privacy Policy, and cookies are only used for analytic purposes to enhance site functionality.
II. Information about you and your visit to the website.
By using the website and accepting these Terms of Use you accept and agree to be bound and abide by these Terms of Use in addition to our Privacy Policy. All information we collect on this website is subject to our Privacy Policy. By using the website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
III. Changes to the Terms of Use.
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
1. ACCOUNT SET-UP AND SECURITY
I. Account and Wallet Set-Up.
To most easily use the Website, you may first install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the Non-Fungible Token (NFT) standard on the Ethereum network, such as the MetaMask Ethereum wallet. MetaMask and other Ethereum wallets allow you to purchase, store, and engage in transactions using Ethereum cryptocurrency. You will not be able to engage in any transactions on the website other than through MetaMask, or other Ethereum-compatible wallet. The website does not offer purchases of Ethereum crypto currency, this must be obtained by the users themselves.
II. Transactions on the website
Transactions that take place on the website are managed and confirmed via the Ethereum blockchain. This means that the Emograms.com website does not initiate, manage, control, review or oversee any transactions. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the website. We neither own nor control MetaMask, Google Chrome, the Ethereum network, or any other third-party website, product, or service that you might access, visit, or use for the purpose of enabling you to use the website and make the transaction. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You are responsible for your MetaMask wallet (and other Ethereum wallets) if applicable and the private key to access it.
2. PURCHASING AND EARNING YOUR EMOGRAM(S)
I. Acquiring Emograms through the initial auction
Emograms is a collection of 99 unique digital artworks (stored in digital format on IPFS), each represented by an NFT (Non-Fungible Token) on the Ethereum blockchain
The Emogram collection is auctioned by the Artist himself through a 99 days auction period. During this period 3 Emograms are auctioned for a period of 3 days. A 3 day auction is called an auction cycle and there are 33 cycles in total. Emograms are auctioned in a randomized order. Each auction cycle has an initial price of 0.1 ETH. The auction format for the initial auction is a simple ascending auction, where each bidder must put and lock-in a higher bid than the previous. The highest bid is always held back by the smart contract to ensure the bidder has the required capital.
The Emogram collection is auctioned by the Artist himself through a 99 days auction period. During this period 3 Emograms are auctioned for a period of 3 days. A 3 day auction is called an auction cycle and there are 33 cycles in total. Emograms are auctioned in a randomised order. Each auction cycle has an initial price of 1.0 ETH or wETH. The auction format for the initial auction is a simple ascending auction, where each bidder must put and lock-in a higher bid than the previous. The highest bid is always held back by the smart contract to ensure the bidder has the required capital.
After the -entire auction (all auction cycles) ends all the Emograms are tradable on the marketplace. The marketplace on the website has the exclusive rights for exchanging Emograms for a limited period. Inter-marketplace exchange will be enabled upon the NFT royalty standard gets finalised and implemented industry-wide for all the leading NFT marketplaces (e.g. Rarible, OpenSea, etc.)
Regarding the unsold Emograms during the entire auction, the ownership remains in the hands of the Artist. The Founders do not provide any additional services to the user after the business transaction is concluded, apart from providing a marketplace for exchanging the NFTs.
II. Sculpture Redemption Token
The Emograms NFT project comes with a special Sculpture Redemption Token (SRT). The owners of the NFTs can burn these tokens to receive a physical sculpture of their emogram as a standalone artwork. To burn these tokens and to receive the sculpture the buyers need both the sufficient amount of tokens, and also own the NFT of the emogram they wish to receive the sculpture of. Each Emogram NFT can only be redeemed once. The owners need to burn 33 SRT tokens for each to redeem the sculpture. There are only 3 sculptures available for redemption. Once all 3 sculptures have been redeemed, the total remaining supply is burned, and no more SRT will be minted.
Each Emogram NFT comes with 1 Sculpture Redemption Tokens during the initial auction. The total supply of SRT will be 99 + 33 SRT, out of which 33 SRT is going to be minted for the Founders in order to bootstrap an LP for the token.
Each Emogram NFT comes with one special Sculpture Redemption Token (SRT). There will be only 99 of these tokens, and no new tokens will be minted in the future. Owners of the specific emogram NFTs can burn 33 of these SRT tokens to redeem a physical sculpture of the specific Emogram NFT. Buyers would only be able to redeem the sculpture if they are the owner of the specific NFT. Users are able to buy just the SRT tokens, without the NFT, but the only use case for these tokens are the redemption of the sculptures. Distribution SRT tokens and trading starts after all the Emograms are sold.
By redeeming the sculptures, NFT owners first put their token in an escrow with the Founders. During the redemption process, NFT owners will be asked for their contact information and delivery address, and after the delivery of the sculpture the tokens are burned and removed from circulation. After every token is burned, there will not be any more tokens, and more sculptures cannot be redeemed; this means that there can be only 3 of these sculptures in total. Any NFT can only be redeemed once. After the redemption of the sculpture, the NFT is tagged as redeemed, and no additional sculpture can be redeemed, even if the buyer has 33 SRT.
Every redeemed sculpture has a QR code embedded on its surface. Owners of these sculptures can verify the originality of their sculpture by scanning the QR code. The hash of the QR code is produced after scanning, and it is compared to the one stored on-chain. Owners of these sculptures can verify the originality of their product any time, and multiple times as well, but the transaction and gas costs will be the responsibility of the owner.
SRT Liquidity Pool
To ensure that the SRT tokens have enough initial liquidity, 33 SRT and 1 wETH will be used to create a liquidity pool by the Founders on Uniswap. This initial liquidity is going to be supplied for 1 year or as long as there is any SRT remaining in the pool. Upon all the sculptures being redeemed, all the remaining SRT is going to be burnt.
III. Purchasing Emograms (secondary market)
The website acts as a marketplace after the initial auction period ends. This enables users to exchange Emograms on the secondary market between each other. There are two methods for selling Emograms:
- simple ascending auction style by setting a starting price and a deadline
- fixed price by setting a price and a deadline
Upon exchange of an Emogram, the transaction is charged with a royalty fee of 7.5% on all exchange methods. This amount is deducted from the amount the seller receives. This royalty is enforced on the marketplace and therefore the NFTs are not possible to resell on other marketplace platforms until an industry standardised royalty mechanism is adopted. If this standard gets implemented on major marketplaces, Founders may decide that this limitation will be lifted and Emograms will be freely exchangeable on any platform. Read more about the EIP-2981 standard here.
3. PAYMENT, GAS FEES, AND TAXES
I. Financial Transactions on website
If you decide to purchase an Emogram digital art NFT, any financial transactions will be conducted solely through the Ethereum or Polygon networks. The Purchaser shall acknowledge that we have no control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the Founders will have no liability to you or to any third party for any material or immaterial claims, damages or costs that may arise as a result of any transactions that you engage in via the website, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum or Polygon networks.
II. Gas Fees
This is to inform you that Ethereum or Polygon require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum or Polygon networks. The Gas Fee funds the network of computers that run the decentralised Ethereum or Polygon networks. This means that you will need to pay a Gas Fee for each transaction that occurs via the website. The Gas Fee does not constitute part of the NFT price, does not go to us and we have no control over its pricing.
III. Migration
Due to the migration of the NFTs from Ethereum mainnet network to Polygon network in order to increase the prices, these terms are both defined in the T & C documentation. Always do your due diligence to verify you are applying the latest version in terms of comprehension of T & C and Privacy Policy of the website. If you are unsure about some definition make sure to contact the team on their publicly listed contact information before making a transaction.
IV. Scams and Phishing
There are wide scale scam and phishing campaigns operated in the blockchain industry to steal private key information or crypto tokens from inexperienced users. These attacks take place and form mostly in different chat rooms, direct messages and any kind of internet or social media platform. Always make sure to verify the sources of incoming messages and websites you are visiting and make sure to initiate transactions with your wallet with the maximum caution as we are not responsible for any kind of damages caused by events like these. You are solely responsible for managing your online wallet we are not custodian of you wallets and assets in any form.
V. Responsibility for Taxes
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 customs if applicable in relation to the purchase and ownership of the NFT from the Emograms collection, now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”), under any jurisdiction in the world, under any tax laws and treaties. The Purchaser shall declare and warrant that is not resident (including tax resident) in any of the countries which have any – even partial – legal restriction regarding the purchase, acquisition, ownership of any crypto currencies, crypto tokens, cyber currencies or any other similar currencies and tokens and Purchasers shall declare under this Agreement that they do not do or attempt to do any action directly or indirectly what should mean the breach money laundering and counter-terrorist financing laws under any jurisdiction the Purchaser is related to.
4. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS
A. Definitions.
For the purposes of this Section 4, the following capitalised terms will have the following meanings:
“Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with the Emograms that you Own.
“Extensions” means third party designs that: (I.) are intended for use as extensions or overlays to the Art, (II.) do not modify the underlying Art, and (III.) can be removed at any time without affecting the underlying Art.
“Own” means, with respect to Emograms, an Emogram that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased Emogram” means an Emogram that you Own.“
“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.
B. Ownership, License and Ownership Restrictions
I. Ownership of the Emograms
Each Emogram is a Non-Fungible Token (an “NFT”) on the Ethereum or Polygon blockchain. When you purchase an Emogram, you own the underlying NFT completely. This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract on the Ethereum or Polygon Network. Except as otherwise permitted by these Terms in cases where we determine that the Emogram has not been rightfully acquired from a legitimate source, at no point will we seize, freeze, or otherwise modify the ownership of any Emogram.
II. Miklós Kiss owns the website
You acknowledge and agree that Miklós Kiss (www.kissmiklos.com) owns all legal right, title and interest in and to all other elements of the website, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the website (collectively, the “Site Materials”)). You acknowledge that the Site Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Emograms and Site Materials are the copyrighted property of Miklós Kiss, and all trademarks, service marks, and trade names associated with the website or otherwise contained in the Website Materials are proprietary to Miklós Kiss. GEOGRAPHIC RESTRICTIONS: The owner of the Websites is based in Hungary. We make no claims that the website or any of its content is accessible or appropriate outside of Hungary. Access to the website may not be legal by certain persons or in certain countries. If you access the website from outside Hungary, you do so on your own initiative and are responsible for compliance with local law.
III. No User License or Ownership of Website Materials and the Emograms
Except as expressly set forth herein, your use of the website does not grant you ownership of or any other rights with respect to any content, code, data, or the Site Materials and the Emograms that you may access on or through the website. Miklós Kiss reserves all rights in and to the Site Materials and the Emograms that are not expressly granted to you in these T & Cs.
IV. Further User Ownership Acknowledgements
For the sake of clarity, you understand and agree: (a) that your purchase of a Emograms, whether via the website or otherwise, does not give you any rights or licences in or to the Emograms (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these T & Cs, especially rights defined by clause 4. B. I.; (b) that you do not have the right, except as otherwise set forth in these T & Cs, to reproduce, distribute, or otherwise commercialise any elements of the Emograms (including, without limitation, any Art) without our prior written consent in each case, which consent Miklós Kiss may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any Emograms trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent Miklós Kiss may withhold at our sole and absolute discretion.
V. User License to Art
Subject to your continued compliance with these T&Cs, Miklós Kiss grants you a worldwide, non-exclusive, non-transferable licence to display your Purchased Emograms, along with any Extensions that you choose to create or use, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of the Emograms marketplace that permits the purchase and sale of your Purchased Emogram, provided that the marketplace cryptographically verifies each Emogram owner’s rights to display for their Purchased Emogram to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Emogram, provided that the website/application cryptographically verifies each Emogram owner’s rights to display the Art for their Purchased Emogram 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 Purchased Emogram leaves the website.
VI. Restrictions on Ownership
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your Purchased Emogram in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes; (b) use the Art for your Purchased Emogram to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased Emogram 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; (d) use the Art for your Purchased Emogram in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) 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 Art for your Purchased Emogram; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Emogram; or (g) otherwise utilise the Art for your Purchased Emogram for your or any third party’s commercial benefit.
VII. Third Party IP
If the Art associated with your Purchased Emogram contains Third Party IP (e.g., licensed intellectual property from the typefaces, letters, characters), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the licence and restrictions contained herein; (b) that, depending on the nature of the licence granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing (hello@emograms.com), 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 the licence contained in this Section 4.
VIII. Other Terms of License
The licence granted in Section 4(V.) above applies only to the extent that you continue to Own the applicable Purchased Emograms. If at any time you sell, exchange, donate, give away, transfer, or otherwise dispose of your Purchased Emograms for any reason, the licence granted in Section 4(V.) will immediately expire with respect to that Emogram without the requirement of notice, and you will have no further rights in or to the Art for that Emogram. The restrictions in Sections 4(VII.) and 4(VIII.) will survive the expiration or termination of these Terms.
IX. User Feedback
You may choose to submit (by sending an email to hello@emograms.com) comments, bug reports, ideas or other feedback about the website, including without limitation about how to improve the website (collectively, “Feedback”) or any suggestion type content related to the Emograms. By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose.
X. Usage of the name Emograms.
The Founders have the exclusive right to use, exploit, protect and merchandise the name Emogram in its singular or plural form in relation to the website, the Artworks or any other products, NFT’s, related service names, designs, slogans and trademarks. You must not use such marks without the prior written permission of the Founders other than in relation to the NFT and Artwork purchased from us.
5. CONDITIONS OF USE AND PROHIBITED ACTIVITIES
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE WEBSITE, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE WEBSITE ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
I. User Warranties. Without limiting the foregoing, you warrant and agree that your use of the website will not (and will not allow any third party to): (A) in any manner:
(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(3) involve the uploading, posting, transmitting or otherwise making available through the website any content that infringes the intellectual proprietary rights of any party;
(4) involve using the website to violate the legal rights (such as rights of privacy and publicity) of others;
(5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
(6) involve interfering with other users’ enjoyment of the website;
(7) involve exploiting the website for any unauthorised commercial purpose;
(8) involve modifying, adapting, translating, or reverse engineering any portion of the website;
(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the website or any part of it;
(10) involve reformatting or framing any portion of the website;
(11) involve displaying any content on the website that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(12) involve using any spider, website search/retrieval application, or other device to retrieve or index any portion of the website or the content posted on the website, or to collect information about its users for any unauthorised purpose;
(13) involve accessing or using the website for the purpose of creating a product or service that is competitive with any of our products or services;
(14) involve abusing, harassing, or threatening another user of the website or any of our authorised representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favouritism by a our employees or otherwise); or
(15) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the website or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category A Prohibited Activity”); and/or
(B) in any manner:
(1) involve the impersonation of another person (via the use of an email address or otherwise);
(2) involve using, employing, operating, or creating a computer program to simulate the human behaviour of a user (“Bots”);
(3) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the website (including, without limitation, purchases of Emograms on the Marketplace);
(4) involve acquiring Emograms through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Emogram and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Emograms or selling, gifting or trading the Emograms to someone else); or
(5) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the website; or
(6) otherwise involve or result in the wrongful seizure or receipt of any Emograms or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).
II. Effect of Your Breaches. If you engage in any of the Prohibited Activities we have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorised use of the website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the website.
6. ASSUMPTION OF RISK
You accept and acknowledge each of the following:
I. Value and Volatility.
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 Hashmasks, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Hashmasks will not lose money.
II. Tax Calculations.
You are solely responsible for determining what, if any, taxes apply to your Emogram-related transactions. We are not responsible for determining the taxes that apply to your transactions on the website.
III. Use of Blockchain.
The website does not store, send, or receive Emograms. This is because Emograms exist only by virtue of the ownership record maintained on the website’s supporting smart contracts operated by the Ethereum or Polygon networks. Any transfer of Emograms occurs within the supporting blockchain in the Ethereum or Polygon networks, and not on the website.
IV. Inherent Risks with Internet Currency.
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 unauthorised access to information stored within your wallet. You accept and acknowledge that We will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum or Polygon network, however caused.
V. Regulatory Uncertainty.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Emograms ecosystem, and therefore the potential utility or value of Emograms.
VI. Risk of loss of private key or passphrase(s).
The company 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, the company takes no responsibility.
VII. Upgrades by Ethereum or Polygon to the Ethereum or Polygon blockchain platform, a hard fork in the Ethereum or Polygon blockchain platform, or a change in how transactions are confirmed on the Ethereum or Polygon blockchain platform may have unintended, adverse effects on all blockchains using the ERC-1155 standard, including the Emograms ecosystem.
7. DISCLAIMERS
I. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THAT THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS 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 REGARDING THE WEBSITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, 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: (I) YOUR ACCESS TO OR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE WEBSITE WILL BE ACCURATE, (III) THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE WILL BE SECURE. 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.
II. 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.
III. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM OR POLYGON NETWORKS OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (iv) UNAUTHORISED 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 OR POLYGON NETWORKS, OR THE METAMASK ELECTRONIC WALLET.
IV. EMOGRAMS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY THE VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM OR POLYGON NETWORKS. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALISED LEDGER WITHIN THE ETHEREUM OR POLYGON PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
V. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM OR POLYGON 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 OR POLYGON NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
8. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE WEBSITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS DURING THE INITIAL AUCTION.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE WEBSITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU WITHOUT THESE LIMITATIONS.
9. INDEMNIFICATION
You agree that you will be responsible for your use of the website and holding NFT and you agree to defend, indemnify, and hold harmless The Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents 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 (I) your access to, use of, or alleged use of the App, website or token at any time; (II) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (III) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (IV) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence 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 we’s defence of such claim.
10. EXTERNAL WEBSITES
The App may include hyperlinks to other web websites or resources (collectively, “External websites”), which are provided solely as a convenience to our users. We have no control over any External websites. You acknowledge and agree that we are not responsible for the availability of any External websites, and that we do not endorse any advertising, products or other materials on or made available from any External websites. 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 websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External websites.
11. CHANGES TO THE WEBSITE
We are constantly innovating the website to help provide the best possible experience. You acknowledge and agree that the form and nature of the website, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the website at any time without notice.
12. CHILDREN
You affirm that you are over the age of 18, as the website is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE WEBSITE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
13. PRIVACY POLICY
Our Privacy 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 Privacy Policy.
14. GENERAL
If a provision of these terms is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.
You may not assign your agreement with the company. We may assign your agreement to any affiliate of the company, any other company that obtains control of the company, or any other company that buys assets of the company related to the forum. Any attempted assignment against these terms has no legal effect.
Neither the exercise of any right under this Agreement, nor waiver of any breach of this Agreement, waives any other breach of this Agreement.
15. GOVERNING LAW AND JURISDICTION
These Terms and all claims relating to or arising out of this Agreement, or the breach thereof, whether in contract, otherwise, shall be governed by Hungarian Law, provided that the Hungarian law has legal solutions to such disputes. It is understood that market customs and practice also shall be considered in any dispute.
Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved amicably via a mutually appointed experienced mediator and if the (preferably online) mediation was not successful within 3 months, then the dispute should be solved by the competent courts of Hungary.
16. MISCELLANEOUS
These Terms and any policies or operating rules posted by us on the website, in respect to the website constitute the entire agreement and understanding between you and the Founders. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. 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 by 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 website. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences 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.
