Club Studio Monart NFT token Sales Terms and Conditions
These Terms set out the agreement between We/Us/Our i.e. Arthur Huis int Veld t/as Studio Monart (ABN 40 042 926 543) whose head office is 22a Pemberton Street, Oaklands Park, South Australia; 5046 and You/Your i.e. the Owner for the time being, or any prospective Owner, of one or more of our Tokens.
Token Rights: Lifetime Membership from date of purchase.
Membership rights: vip benefits, rewards, events, partner invites.
What these Terms cover
These Terms set out the entire terms on which our Tokens may be purchased (whether directly from us or otherwise), Owned and sold. All Policies are deemed to be incorporated into the Terms. Where there is a conflict between the Terms and a Policy, the Terms will prevail.
These Terms apply to you in respect of your purchase,
Ownership and sale of any Token. If you do not agree with these Terms, you should not seek to purchase, Own or sell (and should take no further action in respect of) our Tokens. Please take all necessary legal, financial and technical advice before proceeding.
Please note that nothing in these Terms (and nothing related or connected in any other manner with any Token) amounts to legal, financial or technical advice, a solicitation or invitation to invest, or an offer or invitation in respect of shares or securities in any jurisdiction. We are not authorised or regulated by the Australian Securities and Investments Commission.
Given the permanent nature of any transfer of a Token, it may not be possible for you to enjoy the full benefit of any applicable consumer rights – see Section F.
Please note that we may change these Terms in our sole discretion at any time, as set out below.
Details of Tokens currently available for purchase from us can be found on the OpenSea marketplace www.opensea.io. Details of Tokens currently available for purchase from third parties may be found either on OpenSea or elsewhere.
Our Tokens are built on Opensea using Ethereum or Polygon smart contracts. You will need a compatible digital wallet in order to buy, Own and sell Tokens (if you do not already have a suitable wallet, you can create one via OpenSea and elsewhere).
Each Token comprises an Image element and a Membership element. Each Membership can only be redeemed once - if you are not purchasing a Token directly from us, please check with us first to verify whether its associated Membership is still redeemable. Any Membership must be scheduled, by agreement between us and you, at a mutually convenient time and either in person or remotely.
Our Tokens are not a governance token and no purchase or Ownership of any Token grants you or any third party any right, title or interest (whether dividend, distribution, benefit, control, ownership or otherwise) in or to us, our business or our website.
There are network risks associated with using the Opensea, Ethereum or were we may or members list their token(s). You accept and acknowledge that we will not be responsible for any:
- communication failures, disruptions, errors, distortions or delays you may experience, nor for any upgrades, hard forks, soft forks or other operational issues;
- regulatory inquiries or regulatory action by any relevant authority which might impede or restrict your and/or our ability to buy, Own or sell Tokens or provide or receive a Membership;
- advances in cryptography and/or decryption technologies which may present risks to the operation or security of assets secured on blockchains;
- actions of third parties, whether malicious or not, which result in the destruction, degradation, theft or loss of any Token or other digital asset.
The price of each Token is set by the current Owner (which may not be us) or as otherwise specified on the Opensea listing. The network exchange rate with respect to other currencies (fiat or crypto) may vary considerably from time to time. Additionally, gas fees, other transaction fees and taxes may significantly alter the total cost to you of a Token. Consequently, it is possible to pay more for a Token than the equivalent value of the Image and Membership (where still available), and to sell a Token for less than you paid for it. Each purchase or sale of a Token therefore carries a high risk of a loss and should not be considered an investment. You should not proceed with any purchase, Ownership or sale of a Token unless you are comfortable with this.
We reserve the right to change, modify or increase the price of any Token at any time before we first sell it. You are responsible for monitoring any changes in price which are made before purchase of a Token. You are also responsible for all gas fees, other transaction fees and taxes associated with your purchase, Ownership and sale of a Token and you must make sure you have sufficient funds in your digital wallet.
You are responsible for calculating and paying any taxes applicable to your purchase, Ownership and sale of a Token and for communicating and cooperating with all appropriate tax authorities. Where we are required to collect, withhold or remit any applicable taxes, you will pay us as a debt on demand all costs incurred by us (including all taxes, penalties and interest) levied by any competent tax authority including where this is due to your failure to pay any such taxes, penalties or interest.
Owning a Token
In order for you to purchase, Own and sell Tokens, the following must be true at all times:
- you are a natural person with full legal capacity, aged 18 or older;
- you are a citizen or permanent resident of Australia;
- you are not a citizen, resident or green card holder of the USA;
- you have sufficient knowledge of digital currencies, non-fungible tokens, blockchain and applied cryptography to understand the risks inherent in dealing with Tokens;
- you are not legally prohibited from purchasing, Owning or selling Tokens;
- you have a compatible digital wallet with an adequately strong password;
- you will provide us with (and update as necessary) all necessary accurate, current and complete information about yourself;
- you authorise us to make all necessary inquiries (directly and through third parties) to successfully verify your identity (including “Know Your Client” – KYC checks) and carry out anti-fraud and anti-money-laundering checks.
You must not purchase, Own or sell Tokens for any of the following purposes, and you must not do (or permit any third party to do) any of the following at any time in connection with Tokens:
- engaging in speculative investment;
- conducting or engaging in illegal activity, or hiding or disguising the proceeds of illegal activity;
- engaging in deceptive, fraudulent or malicious activity (including distributing malware or seeking to access any digital wallet other than your own or steal Tokens from us or any third party);
- modifying or altering an Image in any way or incorporating it into any new token;
- wrapping a Token or any associated smart contract for resale on a different blockchain, or otherwise attempting to circumvent or avoid the original secondary sale royalties associated with a Token;
- reverse-engineering, decompiling, disabling, or disassembling Tokens or our website;
- using the Image to advertise, market, or sell any third party product or service;
- commercialising the Image in any way or otherwise using the Image except as expressly permitted in these Terms;
- infringing our intellectual property rights or the intellectual property rights of any third party;
- claiming intellectual property rights in or to the Image (including applying to register the Image as a trade mark);
- using the Image in any way that might reasonably be deemed to jeopardise our reputation, standing or goodwill, or the rights of third parties;
- breaching these Terms in any manner.
In addition, you agree that:
- we reserve the right in our sole discretion to refuse any request to purchase any Token from us and/or to redeem any Membership element of any Token;
- you accept all risks associated with purchasing, Owning and selling Tokens, including arranging any appropriate insurance;
- you are responsible for maintaining the security and compatibility of your digital wallet and you will not allow any third party to access or use your digital wallet;
- we will not be responsible for any aspect of the security of (nor for any unauthorised access or use of) your digital wallet or any Token Owned by you.
Subject to your continued compliance with these Terms, we hereby grant you a worldwide, non-exclusive, royalty-free licence to use, copy, and display the Image element of any Token Owned by you, solely:
- for your own personal, non-commercial use;
- as part of a marketplace that permits the purchase and sale of Tokens, provided that the marketplace cryptographically verifies your rights to display the Image;
- for the purpose of commercialising your own merchandise that includes, contains, or consists of the Image, provided that such commercialisation does not result in you earning more than ETH 20 (or AUD100,000 whichever is the lower) in gross revenue each calendar year (except where we have given you permission - which may be conditional on the payment of royalties - to exceed this limit).
This Licence applies to you in respect of any Token only while you continue to Own it. If at any time you sell or otherwise transfer or dispose of a Token to a third party:
- your rights under this Licence will immediately expire in respect of that Token and you will have no further rights in or to the Image element of that Token;
- you must transfer all your rights (including under the Licence) in the Token to that third party and make the third party aware of these Terms, and that their Ownership of the Token will be subject to these Terms, including the Licence.
If you are at any time in breach of any of these Terms, we can immediately terminate our relationship with you including the Licence. In such circumstances, our accrued rights and liabilities up to that date will not be affected and we will not be obliged to refund any money already paid, nor to take any action to complete any Consultation or any sale or purchase of a Token.
Due to the nature of non-fungible tokens, any transaction made in respect of a Token is permanently recorded. However, we will use our reasonable efforts to provide a refund where:
- you have purchased the Token directly from us;
- you have not used that Token in breach of these Terms;
- we have not already provided the Membership associated with that Token;
- you notify us of your intention to cancel the contract within 14 days of your purchase of a Token from us;
- you transfer the Token back to us within 14 days; and
- you permanently delete all data, files, copies and other information in your possession or control which is associated with the Token (including the Image) and certify to us in writing that you have done this.
We (or our licensors) own all intellectual property rights in our Tokens. You may not infringe any of these intellectual property rights (including by reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from any Token). Except for the rights granted to you as part of the Licence, we expressly reserve all rights in and to each Image and Token.
Our Tokens confer no governance rights of any kind with respect to us or our website and we may make all decisions involving us, our business, the Tokens and/or our website in our sole discretion (including decisions which may adversely affect Tokens). To the fullest extent possible in accordance with applicable laws (but specifically without affecting your consumer rights), we exclude all warranties regarding Tokens.
Where you use a Membership to obtain legal services from us, those services will be provide subject to our standard Terms of Engagement and any applicable regulation and code of conduct. Where we cannot provide these services in compliance with these requirements, we will not be obliged to provide legal services as part of any Token.
Third Party Sites
Liability and Indemnity
You agree to indemnify, defend and hold harmless us and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners from and against any direct, indirect or consequential: claim, liability, loss, expenses, damage, suit, judgment, litigation cost, and/or legal fees (calculated on a full indemnity basis) arising out of or in any way related to:
- your breach of these Terms;
- your misuse or unauthorised purchase of any Tokens;
- your violation of any applicable laws, rules or regulations in respect of any Tokens;
- your infringement of any of our rights or the rights of any third party (including intellectual property rights, rights of publicity, rights of privacy, and rights in respect of defamation) in connection with any Token.
To the maximum extent permitted by law, we (and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners) will not be liable to you, whether in contract, tort (including negligence), under statute or otherwise at law or in equity, for any business losses (including loss of: data, profits, revenue, business, opportunities, goodwill, or reputation) business interruption or other losses which are not reasonably foreseeable by us, or any expenses, fines or penalties, which arise, directly or indirectly, from:
- your purchase, Ownership or sale (or your inability to purchase, Own or sell) a Token;
- your use of (or your inability to use) all or any element of a Token (including a Consultation);
- your use of (or your inability to use) any third party website, including opensea.io;
- your use of smart contracts;
- your breach of any of these Terms or any current or future law or regulation relating to the purchase, Ownership or sale of Tokens;
- any delay or disruption relating to or caused by your internet connection;
- viruses or other malware, or any bugs, errors or inaccuracies of any kind in any Token and/or our website;
- any damage to your hardware or other physical property resulting from your purchase, use or sale of any Tokens;
- any unauthorised access or activity by third parties; and
- any need to modify your practices, content, or behaviour (or your inability to do so) as a result of changes to these Terms.
If, notwithstanding the previous paragraph, we are found to be liable to you in respect of any such matter, our liability to you or to any third party will be limited to the total price for which we originally sold the Token in question.
Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law.
The following definitions apply throughout these Terms:
Membership means Lifetime from the date of Token purchase, as specified in the respective Token description;
Image means the art, design, and drawings comprised in a Token;
Licence means the licence set out in Section E, granted by us to the Owner from time to time of each Token;
Owner means, in respect of a Token, (initially) us and (subsequently) any party that has purchased or otherwise rightfully acquired that Token directly or indirectly from us, where proof of such purchase is recorded on the relevant blockchain, and Own/Owned shall be construed accordingly;
Policies means any relevant policy published from time to time on our website including:
- our Terms of Engagement which will apply whenever we provide legal advice to you;
Token means specifically any blockchain-tracked, non-fungible token created and minted by us or on our behalf.
We may amend these Terms by updating them on our website. You should review these Terms from time to time and make yourself aware of any changes. Where we make changes that affect your rights and you have provided us with your email address, we will notify you about the changes.
Each of you and us must promptly do all further acts and execute and deliver all further documents, certificates and instruments required by law or reasonably requested by the other to give full effect to these Terms and any dealings under them.
You and we are each acting on our own respective behalf and not for the benefit of any other person. Nothing in these Terms will, or will be deemed to:
- establish any partnership or joint venture between you and us;
- constitute either you or us the partner, employee, servant or agent of the other; or
- authorise either you or us to make any commitment on behalf of the other for any purposes whatsoever.
These Terms comprise the whole of the agreement between you and us in relation to their subject matter. No further or other covenants exist or are implied between you and us by way of collateral or other agreement or by reason of any alleged promise, representation, warranty or undertaking previously given or made by you or us to the other.
We may assign or subcontract our rights and obligations under these Terms without your prior written consent, provided that we do so on terms that are no less advantageous to you. You must not assign your rights and obligations under these Terms except as part of a permitted sale of a Token to a third party.
Neither you nor we will have any liability for any delays or failures in performance of these Terms resulting from circumstances beyond our respective reasonable control.
Except as expressly stated otherwise in these Terms, all rights under these Terms are cumulative and are in addition to any other rights. No single or partial non-exercise or delay in exercise of a right relating to these Terms will prevent any other exercise of that right or the exercise of any other right.
Each provision of these terms operates separately. If any provision is held to be illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the remainder.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Any words following “including” or “include” or any similar expression shall be construed as illustrative and shall not limit the sense of any preceding words.
The laws of the Australian Capital Territory will govern (and the courts of the Australian Capital Territory will have exclusive jurisdiction over) these Terms, the Tokens (including your Ownership of any Token) and all dealings involving either or both of you and us in respect of Tokens.