Terms & Conditions
Last Updated: June 14th, 2022
- What is the “Capsid Wings”?
- Welcome to Capsid Wings , operated by Capsid, and, at its sole and absolute discretion, its subsidiary or affiliated websites.
- We own and operate certain applications, web services, and platforms under the ‘Capsid Wings’ brand (or other brands at our discretion) and linked and related network, ecosystem, pages, materials, features, products, tools and creative works (including, but not limited to Capsid Wings’s related storylines and characters) offered by us via any kind of digital platform (the “Platform”).
- Binding Agreement
- “You” means anyone who visits or uses the Platform for any purposes, at any time, in any location, via any device, or via any third-party services.
- If You are using the Platform on behalf of a company, such as a company you work for (“Entity”):
- You confirm that You are fully authorized to bind such an Entity to the representations, warranties, covenants and obligations made under this Agreement;
- You represent, warrant and covenant that You have the right, authority, and capacity to enter into this Agreement on behalf of such Entity.
- Use of the Platform by You constitutes Your unconditional acceptance of this Agreement. If You do not agree with all of the provisions of this Agreement, You are prohibited from accessing, using, or transacting on the Platform.
- This Agreement may, at Capsid’s sole discretion, be modified or replaced at any time. Any changes or modifications will be effective immediately upon posting the revisions to the Platform. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right You may have to receive specific notice of such changes or modifications. Use of the Platform by You after any modification to this Agreement constitutes Your acceptance of the Agreement as modified.
- Use of the Platform (including linking your Wallet to the Platform) does not automatically mean that You will be entitled to enjoy full use of the Platform’s functionality, or that we will enter into any form of commercial or other arrangement with You, other than this Agreement.
- All provisions of this Agreement which by their nature are intended to continue shall survive termination, including those sections of the Agreement relating to exclusions and limitations of liability, intellectual property restrictions and ongoing use of Your data.
- Termination of this Agreement or suspension or cessation of Your access to the Platform shall not affect Capsid’s accrued rights and liabilities up to the time of such termination, suspension or cessation.
- The terms below have the following meaning:
- “Blanks” means (i) NFTs created by You on the Capsid Platform by utilizing Tool(s) or Material(s) You own, or (ii) NFTs minted and distributed by Capsid at its sole discretion that You obtained directly from Capsid or via a secondary market through a third-party platform.
- “Claim” means any demand, or any civil, criminal, administrative, or investigative claim, action or proceeding (including arbitration) asserted, commenced or threatened by a third party or government regulatory agency.
- “Finished Item” means a new NFT You have minted on the Platform utilizing a Parent PFP NFT, Blanks, Materials, Tool(s) or any Special NFTs. The Finished Item(s) will be a new derivative NFT created by combining a Parent PFP NFT You own with a Blank You own. Such Finished Item(s) may or may not include the use of Material(s) or Special NFT(s).
- “Losses” means, all losses, liabilities, damages, liens and claims, and all related costs, expenses, and other charges, including attorneys’ fees and disbursements, costs of investigation, litigation, settlement, and judgment, and any taxes, interest, penalties, and fines in respect of any of the foregoing.
- “Material(s)” means certain items made available for minting by Capsid at its sole discretion , through a promotional event or for purchase by You.
- “Special NFT(s)” means NFTs created with intellectual property licensed to Capsid by third parties from time to time for the creation of Capsid Wings NFTs on the Platform, and which may be subject to restrictions or limitations specified in the Special Terms.
- Tool(s)” means certain items made available for minting by Capsid at its sole discretion through a promotional event or for purchase by You.
- Accessing our Platform
- You represent, warrant and covenant that You are at least eighteen (18) years of age or older, as the Platform is not intended for users under the age of 18.
- Capsid reserves the right to terminate, suspend, or restrict Your access to the Platform at our sole and absolute discretion and without notice, in addition to all other legal rights and remedies available to us. Under no circumstances shall Capsid or indemnified persons in accordance with this Agreement be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by You or any other person or entity due to any such termination, suspension or restriction of access to the Platform.
- Capsid has the absolute authority to delete or modify inactive users at its sole discretion.
- Connections to Digital Wallet(s)
- In order to access certain Platform features, You must first create and link a non-custodial web3 cryptocurrency wallet (“Wallet”) with the Platform. The PlaConnections to Digital Wallet(s)
In order to access certain Platform features, You must first create and link a non-custodial web3 cryptocurrency wallet (“Wallet”) with the Platform. The Platform supports linking with Wallets provided by MetaMask, and you may sign up for and create a Wallet with MetaMask at https://metamask.io, subject to all relevant MetaMask terms and conditions, as may be updated from time to time. If You create and link a Wallet from MetaMask with the Platform, you hereby acknowledge that ConsenSys Software Inc. is an Intermediary (defined below) and agree to abide by the MetaMask terms located at: https://wings.capsid.one/tos and any other terms that MetaMask may require.tform supports linking with Wallets provided by MetaMask, and you may sign up for and create a Wallet with MetaMask at https://metamask.io, subject to all relevant MetaMask terms and conditions, as may be updated from time to time. If You create and link a Wallet from MetaMask with the Platform, you hereby acknowledge that ConsenSys Software Inc. is an Intermediary (defined below) and agree to abide by the MetaMask terms located at:
https://wings.capsid.one/tos and any other terms that MetaMask may require.
- Your use of the Platform may also be subject to certain agreements, terms or policies of an app store provider or operator, crypto wallet services provider, cryptocurrency exchanges, or payment services providers (each, an “Intermediary”).
- In the event of any conflict between this Agreement and any agreement with such Intermediary, this Agreement will prevail and take precedence.
4.FINISHED ITEM(S) & TRANSACTIONS
- Finished Item(s); Transactions
- All items offered for sale on or made available through the Platform are affixed to a unique, non-fungible cryptographic token (“Non-Fungible Tokens” or “NFTs”). Capsid mints Non-Fungible Tokens using smart contracts, tracked and stored on a blockchain and configured to facilitate the execution of a purchase to provide a permanent, publicly accessible record of authenticity and ownership (“Smart Contracts”).
- By using the Platform, You agree and acknowledge that you are granting Capsid a limited license, to exercise, on Your behalf, rights You lawfully hold to: (i) create extension or derivative NFTs of Parent PFP NFT(s), including, but not limited to minting Finished Items utilizing Capsid Wings NFTs or Special NFT(s), (ii) exercise commercial rights, or (iii) create physical goods using any and all characteristics of the Parent PFP NFT(s), (as the case may be), and to transfer Finished Item(s) to Your Wallet.
- The Platform enables certain transactions in connection with the Capsid Wings NFT(s), including but not limited to purchasing, renting or leasing any Tool(s), Material(s), Blanks or Special Items (subject to Your compliance with such Special Terms) (“Transactions”).
- The minting and transferring of such Finished Item(s) to your Wallet or Transaction(s) may be initiated though one or more Smart Contracts. You acknowledge that elements of every such minting and transfer of such Finished Item or Transaction may be processed outside of Ethereum, off-chain, or offline. By minting and transferring such Finished Item(s) or Transacting on the Platform and by using the Smart Contracts, You consent to and accept all automated transfers of Finished Item(s), fees, commissions, and royalties applicable in connection with the Finished Item(s), Transaction(s), Special NFT(s) (if applicable), subject to the terms of this Agreement and relevant Special Terms.
- All Transactions are irreversible. There are no refunds.
- You understand that Your Wallet address will be publicly visible whenever You engage in a Transaction.
- Activity (including any minting and transfer of a Finished Item(s) or any Transaction activity) on a blockchain such as Ethereum may require the payment of transaction fees (“Gas Fees”).
- Capsid may, but does not undertake to, absorb Gas Fees on Your behalf. If Capsid does cover any Gas Fees, it does so on a strictly non-precedential basis, and You acknowledge that Capsid may add or deduct Gas Fees in future Transactions or when You mint and transfer any Finished Item(s) in future.
- Prior to completion of a Transaction or before You complete the minting and transferring of any Finished Item(s) into your Wallet, Gas Fees You are required to pay in order to complete the same will be communicated to you by a Wallet provider. You acknowledge and agree that Gas Fees are non-refundable in all circumstances.
- Transfer of Finished Item(s)
- Capsid Wings NFT(s) will be offered to You for sale on the Platform at the price and terms listed on the Platform.
- Prior to transferring any Finished Item(s) to your Wallet or as part of a Transaction, the cost of such Finished Item or Transaction and any corresponding costs (Gas Fees, and any other applicable costs indicated to You at the time of the purchase) ("Total Cost") will be deducted permanently from your Wallet.
- Upon Capsid receiving the payment to cover the Total Cost for the pertinent Finished Item(s) or Transaction from Your Wallet, Capsid will transfer the Finished Item to Your Wallet.
- NFT Risk of Transfer
- All risk in and responsibility will transfer to You once the Finished Item is transferred to You. The exact time at which risk is transferred may be determined at Capsid’s discretion, including through observation of the transfer on the blockchain on which the Finished Item is stored.
- We are not responsible for any uses You make of the Finished Item or for any future transfers You make of the Finished Item.
- Any and all disclaimers and limitations of liability made by Capsid under this Agreement shall survive and not be terminated or relinquished due to any subsequent sale, transfer, dispossession, burning, or other relinquishment of the Finished Item by You. You alone are responsible for providing notice to any subsequent purchasers or owners of the Finished Item of these disclaimers and limitation of liability.
- Platform Intellectual Property
- Capsid (or, as applicable and as determined by Capsid, Capsid’s licensors) own all legal right, title and interest in and to all elements of the Platform including text, images, graphics, design, systems, methods, information, computer code, software, services, ‘look and feel’, organization, compilations, code, data, photographs, articles, images, illustrations, audio, audiovisual, video, and all other elements of the Platform (collectively, and severally “Capsid Materials”).
- All trademarks, service marks, and trade names contained in the Capsid Materials are proprietary of Capsid or its licensors. All rights in the product names, brand names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs whether or not appearing with a trademark symbol and whether or not registered, belong exclusively to Capsid or their respective owners (including Capsid brand partners), and are protected from use, misuse, reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws.
- You agree and undertake at all times to abide by all copyright notices, trademark rules, information, and restrictions contained in any Capsid Materials featured on or accessed through the Platform.
- The technology and the software underlying the Platform is the exclusive property of Capsid.
- Except as expressly set forth herein, Your use of the Platform does not grant You ownership or use of or any other rights with respect to any Capsid Materials, code, data, or other materials that You may access on or through the Platform.
- You shall not at any time:
- Use, copy, reproduce, modify, translate, store, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Capsid Materials or other proprietary rights not owned by You, (i) without Capsid’s express prior written consent and that of any applicable respective rights owners, or (ii) in any way that violates any third party rights;
- Modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly permitted by this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Capsid Materials, software, materials, or Platform in whole or in part;
- Use modified versions of any software underlying our Platform, including without limitation, for the purpose of obtaining unauthorized access to our Platforms or applications.
- Capsid reserves all rights in and to the Capsid Materials not expressly granted to You in this Agreement.
- You may provide us with suggestions, modifications or ideas about the Platform, including without limitation information or opinions about how to improve the Platform (“Feedback”)
- By submitting any Feedback, You agree that we are free to use such Feedback at our discretion and without compensation to You, and to disclose such Feedback to third parties (including on a non-confidential basis, or otherwise).
- You hereby grant us a royalty-free perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use Your Feedback for any purpose.
- Intellectual Property
- Each owner of a Finished Item or Capsid Wings NFT (“Collector”) owns a cryptographic token representing a creative work(s) as a piece of property. The Collector does not own any rights in the underlying creative works or works featured in the Finished Item or Capsid Wings NFT, unless such right or license is expressly granted to You: (i) under the terms of the Parent PFP license, (ii) by Capsid, or (iii) by a third-party licensor under the Special Terms.
- Unless expressly granted to a Collector(s), Capsid reserves all exclusive intellectual property rights, including copyrights, to Capsid NFTs or Finished Items featured on the Platform or otherwise provided by Capsid either for itself or on behalf of their respective owners (including Capsid brand partners, as applicable), including but not limited to the rights to reproduce, to prepare derivative works, to display, to perform, and to distribute.
- Collectors may display their Finished Item or Capsid Wings NFT(s) but, unless expressly granted, Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Capsid Wings NFTs or Finished Items, excepting the limited license granted by this Agreement.
- Subject to Section 12(a) above, Collectors’ limited license to display or perform the Capsid Wings NFTs or Finished Items in the case of audiovisual works for personal, non-commercial purposes, includes, but is not limited to, the right to display or perform the same privately or publicly:
- for the purpose of sharing, promoting, discussing, or commenting on the Capsid Wings NFT or Finished Item and the Collector’s purchase or ownership of the Capsid Wings NFT or Finished Item including social media platforms, blogs, digital galleries, or other digital media;
- on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Capsid Wings NFT or Finished Item to which the Work is affixed;
- within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies within one or more virtual environments.
- For clarity, nothing in the foregoing license or any other terms of this Agreement shall limit or restrict Capsid or its licensors from including any additional restrictions or license terms in connection with any Capsid Wings NFTs or Finished Items, including, but not limited to Special Terms.
- Except as expressly granted (i) under the terms of a Parent PFP license, (ii) by Capsid, or (iii) by a third party licensor under the Special Terms, You agree that You may not, nor permit any third party, to do or attempt to do any of the foregoing without Capsid’s express prior written consent in each case:
- modify, distort, mutilate, or perform any other modification to the Capsid Wings NFTs or Finished Items that would be prejudicial to original creator’s honor or reputation;
- use the Capsid Wings NFTs or Finished Items that for any commercial purpose such as advertising, marketing, creating, making or manufacturing any third party product or service save as expressly permitted by this Agreement;
- use the Capsid Wings NFTs or Finished Items in connection with images, videos, or other forms of media that depict gender, ethnicity, sexual-orientation or race motivated hatred, cruelty, intolerance or violence, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
- incorporate the Capsid Wings NFTs or Finished Items in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by this Agreement;
- sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Capsid area 42 NFTs or Finished Items;
- attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Capsid Wings NFTs or Finished Items;
- attempt to mint, tokenize, or create an additional cryptographic token representing the same Capsid Wings NFTs or Finished Items, whether on or off of the Platform;
- falsify, misrepresent, or conceal the authorship of the Capsid area 42 NFT or any Finished Item(s); or
- otherwise utilize the Capsid Wings NFTs or Finished Items for the Collector’s or any third party’s commercial benefit.
- Release from Copyright Claims
You hereby irrevocably release, acquit, and forever discharge Capsid and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement in respect of Capsid’s use of Capsid Wings NFTs or Finished Items in accordance with this Agreement, including without limitation, Capsid’s solicitation, encouragement, or request for You or third parties to host the Capsid Wings NFTs or Finished Items for the purpose of operating a distributed database or promoting the Platform.
6.CODE OF CONDUCT
- You may not any time:
- modify, adapt, translate, or reverse engineer any portion of the Platform;
- use the Platform to conduct any activity that is fraudulent, dishonest (including shill bidding or price manipulation), abusive, or that violates or infringes the legal rights of others (including but not limited to, rights or privacy, publicity and intellectual property);
- act in relation to Capsid , any Work(s), the Platform or Capsid area 42 NFTs or Finished Items in contravention of any applicable laws or regulations (including, without limitation, terrorism, tax evasion, money laundering, or using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for a Capsid Wings NFT or Finished Item for any other reason than to obtain the Capsid Wings NFT or Finished Item as the case may be);
- use the Platform or Smart Contracts to violate or attempt to violate the security of any computer network, crack passwords or security encryption codes, to transfer or store illegal material including that are deemed threatening or obscene, or conduct any form of cyber-attack, hack, denial-of-service attack or similar;
- use the manual or automated software, devices, or other processes to “crawl” or “spider” any page or Capsid Materials of the Platform or to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Platform;
- exploit the Platform for any unauthorized commercial purpose.
- Capsid reserves the right to take appropriate legal action, including without limitation, referral to law enforcement authorities, for any use that Capsid deems in its sole discretion to be potentially illegal or unauthorized.
- You agree to report suspicious activity of other Capsid users. If You suspect that one or more Capsid users are in violation of this Agreement, You must promptly inform the Capsid team .
- Your representations, warranties and covenants
- You hereby represent, warrant and covenant that:
- our access or use, including but not limited to Your creation of any extensions, derivatives, or any commercial use in the Parent PFP NFT or derivative work created utilizing such Parent PFP NFT shall be in full compliance with the license terms of the party minting and distributing such Parent PFP NFT.
- You are knowledgeable, experienced, and sophisticated in using blockchain technology, and that You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, Capsid Wings NFTs, Parent PFP NFT, Finished Items, digital Wallets, and cryptocurrencies to understand this Agreement and to appreciate the risks and implications of using the Platform and purchasing NFTs;
- You have obtained sufficient information to make an informed decision to purchase an NFT or a Capsid Wings NFT, in connection with a Transaction or the minting and transferring of a Finished Item, including, reviewing the code of the Smart Contract, the Capsid Wings NFT or Finished Item metadata, and the Capsid Wings NFT, Finished Item, as well as the storage system used for the Capsid Wings NFT or Finished Item, and fully understand and accept the functions of the same;
- You will have conducted adequate due diligence on each Smart Contract to confirm the Smart Contract executes as it is intended to execute before entering into any Transaction relating to the applicable Capsid Wings NFT or minting and transferring any Finished Item;
- You are legally permitted to use the Platform in Your jurisdiction and You hereby acknowledge that we are not liable in any way for Your compliance with such applicable laws; and
- the risk and responsibility for initiating, interacting with, participating in Transactions, minting and transferring any Finished Item and take full responsibility and liability for the outcome of Transactions in which You participate or the minting and transferring of any Finished Item, whether or not the Smart Contracts, the Platform, or any other participants behave as expected or intended.
- Capsid currently accepts Ether and at Capsid’s sole discretion, Capsid may at any time add, modify, remove or change the cryptocurrencies it accepts (“Cryptocurrency”). By making any such Cryptocurrency payment to Capsid , You represent, warrant and covenant on each such occasion that You are the lawful holder of such Cryptocurrency. You further acknowledge that Capsid has no liability for Your payment not reaching us, including, but not limited to, instances where payment through the blockchain is unsuccessful. It is solely Your responsibility to confirm with Capsid and if applicable, Your third-party Wallet provider, that the payment has been accepted by Capsid.
- You represent, warrant and covenant that the Wallet to which Capsid will transfer Your Finished Item or Capsid Wings NFT, should you successfully mint a Finished Item or purchase a Capsid Wings NFT on the Platform, is not owned by, nor are any of its sources of wealth associated with:
- a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States.
- an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations.
- The Platform, Capsid Materials, Capsid Wings NFTs, Finished Items and Special NFTs (if any) are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, the availability or quality of any Capsid Wings NFT or Finished Item or Special NFT, or that access to or use of the Platform will be uninterrupted or error free.
- The Capsid Materials are provided for informational purposes only and are not intended to be a substitute for any type of professional advice, including without limitation legal or financial advice.
- Capsid has no special relationship with or fiduciary duty to You and Capsid does not in any manner have an ongoing duty to alert You to all potential risks of using or accessing the Platform or in relation to Capsid Wings NFT(s) or Finished Item or any Transaction(s).
- Under no circumstances will Capsid be liable to You in any way for:
- Any errors, mistakes, omissions, or inaccuracies relating to Capsid Materials, Capsid Wings NFT(s), Finished Item, Special NFT, the Platform or any loss or damage of any kind incurred in connection with use of or exposure to any Capsid Materials posted, emailed, accessed, transmitted, or otherwise made available via the Platform, or use or access of the Platform,Capsid Wings NFT(s), Finished Item or Special NFT;
- loss or damaged caused by another user’s violation of this Agreement, including any unauthorized access to or use of our servers or other Platform features;
- any restitution or compensation for loss of profits, revenues, or data;
- the acts or omissions of any third parties, nor for any damage that You may suffer as a result of Your transactions or any other interaction with any third parties, including third-party providers that provide Wallet services or that store the Capsid area 42 NFT(s) or Finished Item(s).
- Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Agreement. If You are in such a jurisdiction, some of the above limitations and disclaimers may not apply to You. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
- Limitations of Liability
- NEITHER Capsid NOR ITS LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFIT), EXEMPLARY OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHER THEORIES OF LAW, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL Capsid OR ITS LICENSORS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE WITH RESPECT TO THE PLATFORM, Capsid Wings NFT(S) OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF US $100.
- Force Majeure
Capsid will not be responsible for any failure to meet any obligation which Capsid has under this Agreement which is caused by circumstances beyond our or Your control including but not limited to epidemic, pandemic, strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attack, nuclear incident, and chemical contamination,
- You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with Your use of the Platform (including, without limitation, any taxes that may become payable as the result of Your ownership, transfer, purchase, sale, or creation of any Capsid Wings NFT).
- You are responsible for withholding, filing, and reporting all taxes duties and other governmental assessments associated with Your activity in connection with the use of the Platform.
- Excluded Risks
You acknowledge and agree that there are risks associated with purchasing, holding, and using cryptocurrency and NFTs, being activities that may involve experimental or unproven technology of undetermined stability and security. You expressly acknowledge and assume all risks including total loss, forfeiture of Your digital currency or NFT, or lost opportunities to buy or sell NFTs. You acknowledge and agree that Capsid assumes no liability or responsibility for any Smart Contract, internet, or blockchain-related failures, risks, or uncertainties including but not limited to:
- blockchain malfunctions or other technical errors, including corrupted or otherwise inaccessible digital wallets, server failure, data loss, inability to access applications, inability to access or transfer the Capsid Wings NFT, Finished Item or Special NFT inability to access or display the Capsid Wings NFT, Finished Item or Special NFT, bugs, malfunctions, timing errors, and similar;
- changes to the protocol rules of the blockchain such as forks and technical node issues;
- unexpected surges in activity, heightened technical difficulties, or other operational or technical difficulties that may cause interruptions to or delays on the Platform;
- cyber-attacks, hacking, theft, and other unauthorized third-party activities on the Ethereum or other networks including, without limitation, the use of viruses, phishing, sybil attacks, 51% attacks, bruteforcing, or other means of attack against the Platform, Wallet, or Cryptocurrency-compatible browser or wallet, and bugs, viruses, trojan horses, malicious software, or similar which may be transmitted on or through the Platform, mining attacks, cybersecurity attacks, weaknesses in, or breaches of, Capsid security;
- user error, such as forgotten passwords.
- Equipment and Connectivity
- You shall be responsible for obtaining and maintaining any equipment or ancillary Platform needed to connect to, access, or otherwise use the Platform, including, without limitation, modems, hardware, software, and telecommunications connectivity.
- You acknowledge and agree that Capsid is not responsible for any losses, damages or claims arising from equipment failure, telecommunications failure, server failure or data loss, or a breakdown or problems with any internet connection, computer, mobile device or system.
You are solely responsible for:
- the security of Your Wallet (and any and all other wallets and accounts) including for protecting Your passwords, personal identification numbers or any other codes that You use to interact with the Platform or access your Wallet;
- ensuring that Wallets registered under Your name will not be used by any other person;
- implementing reasonable measures for securing the Wallet or other storage mechanism You use to receive and hold the Capsid Wings NFT or Finished Item, including any required Platform private key(s) or other credentials necessary to access such storage mechanism(s);
- taking all precautions necessary or reasonable to protect Yourself, Your computer systems and other property from viruses, worms, Trojan horses, and other harmful code.
- If Your private key(s) or other access credentials to your Wallet are lost, You may lose access to Your Capsid Wings NFT or Finished Item. Capsid is not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.
- Compliance with Laws and Regulations
- You acknowledge and represent that there is substantial uncertainty as to the characterization of NFTs, including but not limited to Capsid Wings NFTs, Finished Items or Special NFTs under applicable laws. You represent, warrant and covenant that Your purchase of any Capsid Wings NFT, minting of any Finished Items or use of any Special NFT complies with applicable laws and regulation in Your jurisdiction, and You undertake to assume liability for any unfavorable legal, legislative, or regulatory determinations or actions in one or more jurisdictions (including, with respect to NFTs or Cryptocurrency(ies)).
- You acknowledge that we do not provide any assurances that You will be able to receive the Capsid Wings NFT or Finished Item or Special NFT. We do not provide any application or other service to enable You to receive the Capsid Wings NFT, and it is Your responsibility to procure a Wallet compatible with the Platform to allow us to transfer the Capsid Wings NFT to You.
You agree to indemnify and hold Capsid, its parents, subsidiaries, affiliates, licensors, and their officers, directors and employees, harmless for any Losses in connection with any Claim
- due to or arising out of Your access to the Platform, use of the Platform, any Transaction(s), this Agreement, or any infringement by You, your parents, subsidiaries, affiliates or their officers, directors, employees, contractors or agents, of any intellectual property or other right of any other person or third party;
- in any jurisdiction arising from or attributable to a violation of law due to Your acts or omissions in connection with Your activity on the Platform, including but not limited to any Capsid Wings NFT(s), Finished Item or Special NFT or your Transaction(s);
- due to or arising out of any allegation that You are in breach of or have failed to comply with the terms of the Parent PFP NFT license.
- The following terms (“Submission Terms”) govern the submission of any materials, images, graphics, digital assets, digital media, or content of any kind or nature that you submit (the “Materials”) to Capsid area 42 or Capsid through Capsid Wings.com or any other portal or social media site employed or managed by Capsid Wings or Capsid. Please read these Submission Terms carefully before submitting your Materials. By clicking “submit” or submitting Materials through Capsid Wings.com or any other portal or social media site employed or managed by Capsid Wings or Capsid, you agree to be bound by these Submission Terms. If you do not agree to all of these Submission Terms, then you must not submit Materials.
- MATERIALS LICENSE
By submitting Materials, for consideration the sufficiency of which you acknowledge, you grant to Capsid, along with its related or affiliated companies and strategic partners, a non-exclusive, irrevocable, non-transferable, perpetual, worldwide license to use, promote, display, reproduce, distribute and otherwise exploit the Materials for commercial and non-commercial purposes, in any and all media, whether now known or hereafter devised, including, without limiting the foregoing, to reproduce the Materials on its websites or otherwise, to manufacture and sell products incorporating the Materials (including derivative products) through its websites or otherwise, and to use the Materials in promotional materials.
- REPRESENTATIONS AND WARRANTIES
You hereby agree to indemnify, defend and hold harmless Capsid and its affiliates and partners, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all losses incurred in connection with any third party claims arising out of or relating to the Materials and/or your breach of these Submission Terms. Capsid MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE USE OF THE MATERIALS. YOU EXPRESSLY AGREE THAT Capsid SHALL NOT BE LIABLE OR RESPONSIBLE FOR USE OF THE MATERIALS AND WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING THEREFROM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, OR IF OTHER LAWS APPLY TO YOU THAT CONFLICT WITH THESE SUBMISSION TERMS, YOU AGREE NOT TO SUBMIT ANY MATERIALS.
- Your Data
- Electronic Communications
- When You use our Platform, or send emails to us, You are communicating with us electronically.
- You agree that we may communicate with You electronically. Such electronic communications may consist of e-mail, notices posted on our Platform, "push" mobile notification, and other communications.
- You agree that all agreements, notices, disclosures, and other communications we send to You electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
- Confidentiality of Certain Communications. You may voluntarily contact Capsid Wings to report serious misuses of the Platform including, for example, suspicious market activity, hate speech, or other serious violations of this Agreement. You agree to keep confidential all private correspondence with any members of the Capsid Wings team pertaining to another member’s alleged violation of this Agreement or other inquiries about Capsid Wings’s policies.
- Severability. If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions.
- Assignment. You may not assign, transfer or otherwise delegate any rights or obligations under this Agreement without the prior written consent of Capsid Wings. Any attempt to assign without the prior written consent of Capsid Wings will be void. Capsid Wings may assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Agreement shall be binding upon the permitted assigns or transferees of each party.
- Governing Law and Jurisdiction. This Agreement and any Claims, controversy, dispute or cause of action (whether under contract law or tort law or otherwise) based out of or relating to this Agreement and the Transactions contemplated hereby shall be governed by and construed in accordance with the laws of California, without giving effect to any choice of law principles that would apply the laws of another jurisdiction. You hereby irremovably and unconditionally submit, for yourself and your property, to the exclusive jurisdiction of the Superior Court of the State of California sitting in Los Angeles county and of the United States District Court of the Western Division of the Central District of California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or to the recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all Claims in respect of any such action or proceeding may be heard and determined in such California state court or, to the extent permitted by applicable legal requirements, in such federal court. You hereby irrevocably and unconditionally waive to the fullest extent permitted by applicable legal requirements, any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in any court. You hereby irrevocably waive, to the fullest extent permitted by applicable legal requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding any court.
- WAIVER OF JURY TRIAL. YOU HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). YOU (A) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF OURS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGE THAT YOU HAVE NOT BEEN INDUCED TO ENTER INTO THIS AGREEMENT.
- Waiver. No failure or delay by Capsid Wings in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by an authorized representative of Capsid Wings. If Capsid Wings waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy Capsid Wings may have.
- Third Party Beneficiaries. This Agreement is entered into solely between Capsid Wings and You. Except for the indemnification obligations expressly agreed to under this Agreement, this Agreement will not be deemed to create any rights in any third parties to the Agreement, or to create any obligations of a contracting party to any third parties.
- Modifications. Capsid Wings may at its sole discretion, update, modify or revise any of the terms of this Agreement. By continuing to access or use the Platform or any Capsid NFT(s) after those revisions become effective, You agree to be bound by such revised terms.
- Contact Us. If You have any questions in connection with this Agreement.