🚧Terms & Conditions
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1. Definitions
“Art” is described as art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
“Equivalent” means the value, in USA Dollar (USD), at the market value of the relevant amount of cryptocurrency on the day of the transaction.
“EdgyEggs” means EdgyEggs used as the brand name of the project. After the finalisation of licensing this will be protected within the company brand rights.
"Edgy Eggs" is a descriptive term for the NFTs. To the NFT egg, their likeness and attributes are described as Edgy. Branding and marketing will use this descriptive term when addressing the EdgyEgg NFTs. However, the brand shall always be referred to as EdgyEggs.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colours, trade dress designs, and/or all other intellectual property of EdgyEggs.
“NFT” means any blockchain-tracked, non-fungible token.
“Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Licensed NFT” means an NFT from EdgyEggs.
“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 recognised in any country or jurisdiction in the world.
2. Ownership
The reader acknowledges and agrees that EdgyEggs (or, as applicable, its licensors) owns all legal rights, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that NFT owners have in and to the Licensed NFT and Art are limited to those expressly stated in the License of this agreement. EdgyEggs and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to you in item 3 of this agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
3. License
(a) Your Licensed Rights. You acknowledge and agree that the Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement, EdgyEggs grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b), royalty-free license to display the Art for your Licensed NFTs, solely for your own personal, non-commercial use.
(b) Permissible Transfers of Your Licensed NFT. You have the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all of the terms of this Agreement; (ii) You have not prior to the transfer breached this Agreement; (iii) prior to the transfer your license to the Licensed NFT has not been terminated. You acknowledge and agree that EdgyEggs do not include, and are not intended to cover any additional fees imposed or required by the platform through which you are transferring the Licensed NFT.
4. Restrictions
The reader agrees that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from EdgyEggs in each case:
(i) modify the Licensed NFT, Name and Likeness and/or Art for your Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes.
(ii) use the Licensed NFT, Name and Likeness and/or Art for your Licensed NFTs to advertise, market, or sell any product or service.
(iii) use the Licensed NFT, Name and Likeness and/or Art from your Licensed NFTs 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, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlours, 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 causes.
(iv) use the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use.
(v) 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 Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs.
(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; or (vii) otherwise utilise the Art from your Licensed NFTs for your or any third party’s commercial benefit.
To the extent that the Licensed NFT, Name and Likeness and/or Art associated with your Licensed NFTs contains Third Party IP You understand and agree as follows:
(i) 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 license and restrictions contained herein.
(ii) that, depending on the nature of the license granted from the owner of the Third Party IP, EdgyEggs may need to pass through additional terms and/or restrictions on your ability to use the Art.
(iii) to the extent that EdgyEggs informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this Agreement.
The restrictions in this item 4 will survive the expiration or termination of this Agreement.
5. Termination of the License
The Licensed Rights granted to you hereunder shall automatically terminate and all rights shall return to EdgyEggs if:
(i) at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Licensed NFT for any reason except as specially provided in item 3 of this Agreement.
(ii) you breach any of the Agreement and conditions.
(iii) you have a trustee, receiver or similar party appointed for your property, become insolvent, acknowledge your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy.
(iv) you engage in any unlawful business practice related to the Licensed NFT.
(v) you initiate any legal actions, except an arbitration as specifically provided herein, against any of EdgyEggs and/or its officers, directors, affiliates, agents, attorneys and employees.
6. Disclaimer of warranties and limitation of liability.
All Licensed NFTs 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, EdgyEggs disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.
To the fullest extent permissible by applicable law, in no event shall EdgyEggs be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to any NFT, including but not limited to the Licensed NFT, any technology and/or parties related to EdgyEggs including but not limited to the blockchain, Metamask wallet and/or Avalanche network.
The reader agrees that this limitation of liability applies whether such allegations are for breach of contract, tortious behaviour, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law.
The reader accepts the inherent security risks of providing information and dealing online over the internet and agrees that EdgyEggs have no liability or responsibility for any breach of security unless it is due to EdgyEggs' gross negligence.
If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.
7. Assumption of Risk
As noted above, the Licensed NFTs are made available solely for entertainment purposes. You agree that you accept the following risks:
(i) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, including your Licensed NFT, and there is no guarantee that your Licensed NFTs will have or retain any value.
(ii) The commercial or market value on a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity.
(iii) There are risks associated with using online assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, 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 unauthorised access to information stored within your digital “wallet” or elsewhere, and EdgyEggs will not be responsible for any of these, however caused.
(iv) EdgyEggs does not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time
(v) Changes to the Avalanche (AVAX) network, downtime, errors, failures to deliver, a change in how transactions are confirmed may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs.
(vi) EdgyEggs does not make any promises or guarantees related to MetaMask Wallet, Avax networks, Blockchain or any other third parties related to the project and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties.
(vii) The risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error.
(viii) The risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties.
(ix) The risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT.
(x) The risks related to taxation.
(xi) That NFTs are not legal tender and are not backed by any government.
(xii) EdgyEggs is not responsible for any transaction between you and a third party (e.g., your transfer of a Licensed NFT from a third party on the “secondary market”), and EdgyEggs shall have no liability in connection with any such transaction.
In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to license the Licensed NFT and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. EdgyEggs cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Licensed NFT's supporting systems or technology, will be corrected.
EdgyEggs maintains its position on providing the best possible service to the holders of the NFTs produced. Efforts will be maintained to discuss and assist all reasonable queries from the community as decided by what may be excluded from communications already provided.
9. Changes to this Agreement
EdgyEggs may make changes to this Agreement in the form of updates. Updates of significant changes will be logged in the T&Cs Update Log and the 'modified date' adjusted to the most recent specification. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
10. Translation
If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
11. Taxes
You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. The applicable sales tax rate will be determined based upon the state, county, or locale. EdgyEggs are not responsible for determining the taxes that may apply to your transaction(s).
12. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13. IPFS and AWS
Edgy Egg NFTs will be live as AWS (S3) hosted images inclusive of metadata. This format allows for editable content and would class Edgy Egg NFTs as "upgradable NFTs". At any point forwards of the final mint of the 10,000 NFT collection the collection can be migrated to an IPFS final format making the collection immutable on the blockchain - this converts the 10,000 NFTs to non-upgradable fixed images. EdgyEggs reserves the right to make a decision after contract finalisation to transfer NFTs to an IPFS format and also to maintain the upgradable format of the collection in order to adapt to the development of an upgradeable collection.
14. Contact Us
If you have any questions or concerns, including if you need to access this Agreement in an alternative format, you may request an email address from a team member highlighted within the Discord group. Due to security reasons, you will need to pass security to be eligible to enter the group and reach the team to protect the business and holders from potential fraudulent activity.
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