The Club 2022 農曆新年揮春NFT - 條款及細則：
Last Updated: [20 Jan 2022]
- “Grantor” or “The Club” means Club HKT Limited.
- “Grantee”or “You” means The Club members who have completed NFT Purchase or Redemption (defined below) via Club Shopping’s website or app.
- “NFT” means any blockchain-tracked non-fungible token.
- “NFT Collectible” means an NFT that, as of its genesis issuance, is linked to a display of The Work (defined below). NFT Collectibles are controllable electronic records recorded on the applicable blockchain.
- “NFT Purchase or Redemption” is the buying or redeeming (as the case may be) of the NFT Collectible via Club Shopping’s website or app using Clubpoints or fiat money or Clubpoints plus fiat money (as the case may be) by Grantee, transferring the NFT Collectible from the Grantor to the Grantee and licensing of the The Work to the Grantee pursuant to the terms set forth below, or other terms set forth on the NFT Purchase or Redemption product page.
- “The Work” means any art, graphics, digital images, videos, designs, logos, taglines, drawings, audios, or other digital assets that may be associated with an NFT Collectible in which Grantee acquires Limited Rights (defined below).
- Rights and Restrictions
- The intellectual property right (including but not limited to copyright) owner of The Work remains The Club at all times. The Grantee is NOT granted any intellectual property rights in The Work but is granted certain limited rights (“Limited Rights”) in The Work pursuant to the terms and conditions as set forth herein. For the avoidance of doubt, The Work is licensed, not sold.
- The transfer of NFT Collectible is managed and confirmed on the Polygon blockchain, and is processed by third-party vendors (collectively, “Third Party Vendors”), rather than by The Club. In order to initiate the NFT Purchase or Redemption, and to display, store, trade and sell Grantee’s NFT Collectible, Grantee may need to set up, respectively, an electronic wallet with MetaMask (provided by ConsenSys Software Inc.) and an account with the OpenSea marketplace (Ozone Networks, Inc.). Grantee acknowledges and agrees that all NFT Purchase or Redemption effectuated through Club Shopping are publicly visible on the Polygon blockchain when made.
- Grantee hereby expressly grants Grantor the right, power, and authority to transmit Grantee’s information to such Third Party Vendors as reasonably necessary for Grantor to complete the NFT Purchase or Redemption.
- Once Grantor transferred the NFT Collectible on blockchain to the Grantee and subject to Grantee’s continued compliance with this Agreement, the Grantor shall grant a non-sublicensable, non-exclusive license to use, copy and display The Work linked with Grantee’s redeemed or purchased NFT Collectible solely for the purposes as set forth hereunder (i.e. Clauses 2.5 to 2.12), for the period the Grantee owns the NFT Collectible. The license granted herein is non-transferrable, except that it shall automatically transfer in connection with the transfer of the NFT Collectible and on condition that the transferee accepts all of the terms of this Agreement.
- Grantee is granted the license for personal use only.
- Grantee shall not nor permit any third party to nor attempt to modify The Work, create derivative work(s), transform or perform The Work.
- Grantee shall not nor permit any third party to nor attempt to make commercial use of The Work, except to resell or transfer all or part of the NFT Collectible consistent with the ownership of it and Limited Rights granted herein. Grantee may have the Limited Right to sell or transfer Grantee’s NFT Collectible on the OpenSea marketplace. Grantor does not monitor or control any marketplace purchases or sales, or any other activity beyond that on Club Shopping’s website or app.
- Grantee may create a back-up copy of The Work and TEN (10) physical print out of The Work, each to be retained only for so long as Grantee owns the associated NFT Collectible.
- Grantee shall not nor permit any third party to nor attempt to use The Work in any way which associates The Work with obscenity, cruelty, hatred, intolerance, violence or anything else that could reasonably be found to constitute hate speech or drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or otherwise infringes on the rights of any third parties or violates any applicable laws.
- Grantee shall not nor permit any third party to nor attempt to register any trademark, copyright, or otherwise acquire any intellectual property rights in or to The Work.
- Grantee shall not nor permit any third party to nor attempt to challenge Grantor’s intellectual property right ownership of The Work.
- If Grantee wishes to obtain further rights not otherwise included herein, Grantee may seek consent from the Grantor. Any grant of additional rights shall be in writing and evidenced by a further NFT, or signed agreement between the Grantor and Grantee.
- No refund , return or exchange
No refund , return or exchange is applicable to any NFT Purchase or Redemption and Clubpoints shall be deducted immediately from Grantee‘s The Club membership account upon redemption. This no refund/return/exchange policy shall apply at all times regardless of Grantee‘s decision to terminate usage of the NFT Collectible, any disruption to the operations of any components of the NFT Collectible, or any other reason whatsoever.
- Fees, costs and tax
Grantee shall be responsible for all payments, fees and costs when engaging in any transactions involving NFT Collectible, including, but not limited to, the purchase price, transaction fees and all other fees associated with NFT Purchase or Redemption or the services of Third Party Vendors. Grantee shall be solely responsible for payment of all taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any governmental authority or taxing jurisdiction, including but not limited to, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with Grantee’s NFT Purchase or Redemption and the services of Third Party Vendors.
- Grantee shall be responsible for the security of (1) Grantee’s e-wallet account which shall be used for receiving the NFT Collectible and (2) the NFT Collectible. Grantee shall be solely liable for any confidentiality and/or security issue(s) and/or disclosure or use (whether such use is authorized or not) of the username and/or password of the relevant e-wallet. Grantor shall not be liable for any losses suffered by or arising out of or by reason of Grantee’s failure to comply with the above. In any event, there shall be no refund or return (whether in the form of Clubpoints or fiat money or otherwise) and the NFT Collectible shall not be reissued.
- Grantor has no control over any Third Party Vendors and/or tools and/or platform(s) and/or service(s) of any third parties described in the NFT Collectible product description page, including but not limited to MetaMask and OpenSea, which have no association whatsoever with The Club. The Club is not the operator of the Third Party Vendors and has not endorsed or verified such Third Party Vendors/tools/platforms/services or content therein and Grantee agrees that Grantee’s access to or use of such Third Party Vendors/third party tools/platforms/services or reliance of any content therein is entirely at Grantee’s own risk. Grantee acknowledges and agrees Grantor shall not be liable for the availability of such third parties’ websites, mobile applications or resources accessible from those Third Party Vendors, and shall not be liable for any content, advertising, products, services, or other materials available from such websites or mobile applications.
- Grantor shall not be liable to Grantee for any loss and shall take no responsibility for any use of NFT Collectible, including but not limited to any losses, damages or claims arising from: (i) user error such as loss of or forgotten passwords, incorrectly constructed transactions, or mistyped e-wallet addresses; (ii) server failure or data loss or cyber attacks; (iii) corrupted cryptocurrency wallet files; (iv) unauthorized access to NFT Collectible; or (v) any unauthorized third party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack against blockchain network underlying the NFT Collectibles.
- The NFT Collectibles are intangible digital assets. They exist only by virtue of the ownership record maintained in the applicable blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within such blockchain network, which Grantor does not control. Grantor does not warrant or represent that Grantor can effect the transfer of title or right in any NFT Collectible. Grantee shall bear full responsibility for verifying the identity, legitimacy, and authenticity of assets that Grantee redeem and/or obtain through Club Shopping’s website / app. Notwithstanding indicators and messages that suggest verification, Grantor makes no claims, representations or warranties about the identity, legitimacy, or authenticity of assets on Club Shopping’s website / app or any purported secondary transactions.
- No Warranties
All NFT Collectibles are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Grantor disclaims all warranties, express or implied, including, but not limited to, non-infringement, merchantability and fitness for a particular purpose and any warranties arising out of course of dealing or usage of trade. Grantor makes no representation or warranty that the NFT Collectibles shall meet Grantee’s requirements or be available on an uninterrupted, secure, or error-free basis. Grantor makes no representation or warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the NFT Collectibles.
- Termination of License to The Work
Grantee shall indemnify, defend (at Grantor’s request) and hold harmless Grantor, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable legal fees) arising from Grantee’s breach or alleged breach of this Agreement.
- NFT Purchase or Redemption is subject to availability.
- In the event of discrepancy or inconsistency between the English and Chinese versions of these terms and conditions, the English version shall prevail.
- The Club shall be entitled to amend this Agreement from time to time. When The Club makes such amendments, The Club will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement shall apply on the date that they are made. Grantee’s continued access to or use of the NFT Collectible and The Work after the Agreement has been updated will constitute Grantee’s binding acceptance of the updates.
- In case of any dispute, the interpretation of terms and conditions and decision of The Club shall be final.