These Terms and Conditions of Sale (the “Terms and Conditions of Sale”) constitute a legally binding agreement between you and OXMOSE (“we”, “We”, “Us”, or “us”). Oxmose collection is a collection of digital artworks (non-fungible tokens, or “NFT”s) running on the Ethereum network. This website is an interface allowing participants to exchange content comprising digital collectibles in the form of images (the “Oxmose collection NFT”s), and content related thereto. These Sale Terms and Conditions govern your purchase and use of any Oxmose collection NFT and Content, including all art, graphics and images that may be associated with your Oxmose collection NFT (the “Artwork”). Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. As transactions involving Oxmose connection NFTs and Artwork runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.By purchasing any Oxmose collection NFT, or by entering into any other transaction for a Oxmose collection NFT or related Artwork, you expressly acknowledge that you understand and accept all of these Sale Terms and Conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE SALE TERMS AND CONDITIONS, THEN YOU MAY NOT PURCHASE ANY OXMOSE COLLECTION NFTS OR OTHERWISE TRANSACT ANY BUSINESS INVOLVING OXMOSE COLLECTION NFTS OR RELATED ARTWORK.
OWNERSHIP AND LICENSING OF INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that OXMOSE owns all legal right, title, and interest in and to the Oxmose collection brand, logo, oxmose.co domain name and related intellectual property, including the Artwork and all related intellectual property rights in and to the Artwork (collectively, the “OXMOSE Materials”). You acknowledge that the OXMOSE Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the Artwork are limited to those expressly stated in these Sale Terms and Conditions. OXMOSE reserves all rights and ownership in and to the OXMOSE Materials not expressly granted to you in these Sale Terms and Conditions. You acknowledge and agree that, except with the express written permission of OXMOSE, which is not and shall not be granted by these Sale Terms and Conditions: (a) you will not apply for, register, or otherwise use or attempt to use any OXMOSE trademarks or service marks, or any confusingly similar marks, anywhere in the world; and (b) you have no right to and shall in no event take any enforcement action (including by, for example, sending takedown notices) or make any claims based on any OXMOSE Materials without OXMOSE prior written consent, and OXMOSE may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any OXMOSE Materials.When you purchase any Oxmose collection NFT, you own the NFT. Each of the Oxmose collection NFTs is a NFT on the Ethereum blockchain. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network.Upon your purchase of any Oxmose collection NFT including any related Artwork, and subject to your ongoing and continued compliance with these Sale Terms and Conditions, OXMOSE grants you a non-exclusive, transferable, sub-licensable, perpetual, non-revocable, royalty-free licence (the “License”) to use, produce, reproduce, and display the Artwork, and create derivative works from the Artwork, in any form or medium, for any purpose or use including any commercial purpose or use (the “Licensed Rights”).
You shall not:(a) Use or reproduce the Artwork in any manner that is inconsistent with these Website Terms and Conditions;(b) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork;(c) use or reproduce the Artwork in any manner to harass, abuse, or threaten others or otherwise violate any person's legal rights;(d) use or reproduce the Artwork to violate any person’s legal rights, or to violate any intellectual property rights of OXMOSE licensors and affiliates, or any third party; (e) use or reproduce the Artwork in any fraudulent manner or in any manner to perpetrate any fraud, to publish or distribute any obscene or defamatory material, to publish or distribute any material that incites violence, hate, or discrimination towards any group, to publish or distribute any pornographic material or use or reproduce the Artwork for any pornographic purpose, or to unlawfully gather information about others;(f) transfer the right to use the Artwork, except to the extent expressly permitted in these Sale Terms and Conditions; (g) disparage OXMOSE, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys; or(h) use or reproduce the Artwork except as expressly provided for in these Sale Terms and Conditions. To the extent the Artwork contains any third-party intellectual property rights (e.g., licensed intellectual property rights from a celebrity, artist, or other public figure), you understand and agree that: (i) you will not have the right to use any third-party intellectual property rights in any way except as incorporated in the Artwork, and only subject to the license and restrictions contained in these Sale Terms and Conditions; (ii) depending on the nature of the license granted from the owner of the third-party intellectual property rights, OXMOSE may need to pass through additional restrictions on your ability to use the Artwork; and (iii) to the extent that OXMOSE notifies you in these Sale Terms and Conditions or otherwise notifies you of any additional restrictions that apply to the Artwork due to third-party intellectual property rights, you will comply with those restrictions, and your failure to comply with those restrictions will be deemed a breach of these Sale Terms and Conditions.
TERMINATION OF LICENSED RIGHTS
The Licensed Rights shall automatically terminate and all rights shall return to OXMOSE if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent, or your assets are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your Oxmose collection NFT; (c) you breach any of these Sale Terms and Conditions or any of your obligations under these Sale Terms and Conditions; or (d) you disparage OXMOSE, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys.
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
YOU UNDERSTAND AND ACKNOWLEDGE THAT OXMOSE COLLECTION NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS RELATING TO YOUR OXMOSE COLLECTION NFT RUN ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN. ALL TRANSFERS OF OXMOSE COLLECTION NFTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN. OXMOSE HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL OXMOSE COLLECTION NFTS AND ARTWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. OXMOSE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING OXMOSE COLLECTION NFTS OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, ARTWORK, OR SECONDARY SALES OF OXMOSE COLLECTION NFTS), INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, RELIABILITY, THAT DEFECTS IN OXMOSE COLLECTION NFTS, OR ITS SUPPORTING SYSTEMS OR TECHNOLOGY, WILL BE CORRECTED, OR THAT THE DELIVERY MECHANISM FOR OXMOSE COLLECTION NFTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL OXMOSE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO YOUR OXMOSE COLLECTION NFT AND ARTWORK OR YOUR ACQUISITION OF OXMOSE COLLECTION NFTS, OR ARTWORK (EVEN IF OXMOSE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF OXMOSE FOR ANY CAUSE OR ACTION WHATSOEVER RELATED TO YOUR OXMOSE COLLECTION NFT AND ARTWORK OR YOUR ACQUISITION OF OXMOSE COLLECTION NFTS, EXCEED USD$100.THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THESE SALE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
ASSUMPTION OF RISK
You agree that you assume the following risks, and that you understand and agree to the following: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your Oxmose collection NFT, and (iii) there is no guarantee that your Oxmose collection NFTs will have or retain any value; (b) the commercial or market value of your Oxmose collection NFT may materially diminish in value as a result of a variety of things, including negative publicity associated with OXMOSE; (c) there are risks associated with using and acquiring Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information and assets stored within your digital "wallet" or elsewhere, and OXMOSE expressly disclaims any responsible for these risks; (d) OXMOSE does not make any promises or guarantees about the availability of your Oxmose collection NFTs or Artwork or any other Oxmose collection NFTs or Artwork, or that they will host your Oxmose collection NFTs or Artwork or any other Oxmose collection NFTs or Artwork at any specific location and/or for any specific period of time; (e) upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain, may have adverse effects on all blockchains using those or similar technologies, including Oxmose collection NFTs, and OXMOSE shall not be responsible for any such adverse effect; (f) any agreements and obligations by OXMOSE are not transferable, and OXMOSE does not make (and expressly disclaims) any promises or guarantees to any third parties related to your Oxmose collection NFT(s); (g) the risk of losing access to your Oxmose collection NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of your Oxmose collection NFT(s); (k) the taxes due as a result of, and tax consequences associated with, your acquisition of any Oxmose collection NFT or other Oxmose collection NFT-related transactions; and (l) the risk of engaging in any transactions relating to your Oxmose collection NFTs with third parties (e.g., transferring your Oxmose collection NFT to a third party on any so-called "secondary market").You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the Oxmose collection NFTs; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; and (iii) OXMOSE will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any Oxmose collection NFTs.
LAW AND VENUE
The laws of Schwytz, Switzerland govern these Sale Terms and Conditions and all proceedings arising out of it. All disputes between the parties relating to these Sale Terms and Conditions will be finally resolved in the Courts of Schwytz, Switzerland.
You acknowledge that you cannot purchase or use any Oxmose collection NFT or Artwork if you: (a) are not able to form legally binding contracts; or (b) are a person with whom such transactions are prohibited under economic or trade sanctions.
You will defend, indemnify, and hold OXMOSE and its employees, representatives, executives, directors, and affiliates and related entities harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable lawyer’s fees) relating to or arising out of your purchase of any Oxmose collection NFT, Artwork, and Licensed Rights, including: (a) your breach of any of these Sale Terms and Conditions or any other terms and conditions of use of our website; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us infringe or otherwise violate the intellectual property rights of any third party; or (d) any other activities in connection with any Oxmose collection NFT or Artwork. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
You are solely responsible for all taxes and charges that apply in connection with any Oxmose collection NFT transaction. OXMOSE is not responsible for determining the taxes that may apply to any of your transactions, and offers no representation or warranty that any such transaction will be tax-free or will not otherwise have tax consequences.MISCELLANEOUSIf any term or provision of these Sale 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 Sale Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in these Sale Terms and Conditions is for convenience only and will not have any impact on the interpretation of any provision.
INTERPRETATION AND ENTIRE AGREEMENT
Throughout these Sale Terms and Conditions, the use of the word "including" means "including but not limited to." Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in these Sale Terms and Conditions, shall refer in all cases to your acceptance of these Sale Terms and Conditions by proceeding with your purchase or acquisition of a Oxmose collection NFT. These Sale Terms and Conditions constitute the entire and only agreement between us and you with respect to the subject matter hereof.
Our failure to enforce or insist upon strict compliance with any provision of these Sale Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision.
CHOICE OF LANGUAGE
The parties acknowledge that they require that these Sale Terms and Conditions be drawn up in the English language only.