These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and TheXchange ( “we” or “us”), governing your participation and rights in obtaining and holding a 100X Club NFT (the “100X Club NFT Collection”). BY PARTICIPATING IN THIS 100X CLUB NFT COLLECTION SALE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE 100X CLUB NFT COLLECTION SALE.
1. Definitions
“Artwork” means any artistic work, graphic, image, design, logo, tagline, audio, musical work and/or drawings that may be associated with, or comprise of, the 100X Club NFT.
“TheXchange” means the group of companies associated and affiliated with TheXchange, TurnCoin and VirtualStaX.
“Affiliates” means any employee, contractor, independent contractor, advisor, director or ambassador of TheXchange.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property contained in any individual 100X Club NFT.
“100X Club NFT” means one of the one hundred exclusive collectible NFT’s that will be sold by TheXchange, containing TheXchange’s Artwork, Name and Likeness, Licensed Rights and Third Party IP.
“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.
“Licensed Rights” means all Artwork and Name and Likeness rights of TheXchange as contained in any individual 100X Club NFT, which is hereby licensed to the holder on a non-exclusive, royalty free basis which may be cancelled at the discretion of TheXchange.
“Holder” shall mean the Collector who owns one of the one hundred 100X Club NFT’s sold by TheXchange.
“Collector” shall mean any person who successfully purchases 1 or more of the 100X Club NFT’s sold by TheXchange.
2. The 100X Club NFT Collection Rules.
A finite amount of 100 100X Club NFT’s shall be sold by TheXchange. The sale of the 100X Club NFT Collection shall open on the 20th of June 2023 and close once the last 100X Club NFT has been sold.
The sale of the 100X Club NFT Collection shall be in terms of the following provisions:
- Price – The price for 1 100X Club NFT shall be $6000;
- Investment Pool – an amount of $1000 of the Price shall be allocated to an Investment Pool
- Investment Proposal – TheXchange shall submit proposals to all 100X Club NFT Holders on how to allocate Investment Pool funds. Proposals made by TheXchange shall not be regarded as financial advice.
- Allocation of Investment Pool – the proposal that obtains the most votes by the 100 Club NFT Holders, after voting, shall be executed by TheXchange using the funds of the Investment Pool.
3. Ownership.
You acknowledge and agree that the Artwork, Name and Likeness, and all intellectual property rights contained in the 100X Club NFT is licensed to you on an non-exclusive, royalty free and fully paid up basis. The rights that You have in and to the Licensed Rights are limited to those expressly stated in Section 4 of this Agreement.
4. Rights.
(a) Your Licensed Rights. You acknowledge and agree that the Licensed Rights associated with the 100X Club NFT is made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement TheXchange grants you a worldwide, non-exclusive, transferable, royalty-free license to display the Artwork and the 100X Club NFT solely for your own personal, non-commercial use.
5. Restrictions.
You agree 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 TheXchange in each case: (i) modify the 100X Club NFT, Name and Likeness and/or Artwork for the 100X Club NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Licensed Rights, Name and Likeness and/or Artwork for your 100X Club NFT to advertise, market, or sell any product or service; (iii) use the Licensed Rights, Name and Likeness and/or Artwork from the 100X Club NFT 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 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 causes; (iv) use the Licensed Rights, Name and Likeness and/or Artwork from the 100X Club NFT in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the 100X Club NFT, Name and Likeness and/or Artwork from the 100X Club NFT; or (vi) otherwise utilize the Artwork from the 100X Club NFT for your or any third party’s commercial benefit.
The restrictions in this Section 5 will survive the expiration or termination of this Agreement.
6. Termination of the License.
The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to TheXchange if: (i) You breach any of the Agreement and conditions (ii) You engage in any unlawful business practice related to the 100X Club NFT.
7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.
ALL LICENSED RIGHTS, ARTWORK AND UTILITIES ATTACHED TO THE PURCHASED NFT 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, THEXCHANGE 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 THEXCHANGE OR ITS AFFILIATES 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 THE PURCHASE OF A 100X CLUB NFT. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, 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, THEXCHANGE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO THEXCHANGE FOR PARTICIPATING IN THE 100X CLUB NFT COLLECTION. 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. 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.
8. Governing Law.
This Agreement and all matters related to it shall be governed by, construed, and enforced in accordance with the laws of Switzerland.
9. Eligibility:
(a) Participation in the 100X Club NFT Collection is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof.
(b) You represent and warrant that you are 18 years old.
10. Indemnity:
You will defend, indemnify, and hold TheXchange, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the 100X Club NFT and/or your participation in the 100X Club NFT Collection: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the auction, communications seeking TheXchanges’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the 100X Club NFT Collection or the 100X Club NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
11. Language
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.
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. Contact Us
If you have any questions or concerns, including if you need to access this Agreement in an alternative format, we encourage you to contact us via e-mail at support@virtualstax.com
