Welcome to BABBERZ!
Please read these terms carefully before purchasing or accepting any transfer of a BABBERZ NFT as it contains important information about Your legal rights, remedies and obligations as a user (“You” or “Your” or “User”).
By accessing or using the website https://www.babberz.com/ (“Website” or “platform”), You agree to comply with and be bound by this Agreement. This Agreement constitutes a legally binding agreement between You and BABBERZ LLC (“we”, “us”), a private limited company governing Your access to and use of the Website, including any subdomains thereof.
BABBERZ is a generative collection of NFTs that are housed and run on the Ethereum network. Collectors and users of these NFTs are solely responsible for the safety and management of their own private assets which include but are not limited to Ethereum wallets, validating all transactions, validating ownership, and understanding and agreeing to contracts generated on this website prior to and after purchase. Users certify through purchase that they understand there is no ability to undo, reverse, or restore any transactions because the BABBERZ smart contract is housed on the Ethereum network and is bound by their system and terms.
The Terms may be updated from time to time as BABBERZ LLC may deem necessary or useful.
In the event you do not agree to the Terms, including as may be amended, you shall cease any and all utilization of the Website and related Services.
Definitions
“Art” means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with an NFT that you Own.
“Counterfeit NFT” means an NFT that contains art that is identical or substantially indistinguishable from the NFT you Own, including:
(i) an NFT described as a knock-off, replica, imitation, clone, faux, fake, mirror image, or similar term used to describe an NFT; or
(ii) an NFT that mimics the layers, features or traits of the NFT you Own,
in an attempt to pass it off as a genuine creation by us.
“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.
“NFT Owner” means a User that has purchased an NFT created by BABBERZ LLC.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased NFT” means an NFT that you Own.
“Qualifying Transaction” means a transaction made by an NFT Owner to sell their Purchased NFT on a consumer-to-consumer basis (C2C) or on any secondary marketplace, where proof of such purchase is recorded on the relevant blockchain.
“Royalty” means the amount payable by the NFT Owner to BABBERZ LLC on each Qualifying Transaction.
Obligations
By accessing the Website you agree to be bound by the following:
Conditions of Use
The Website is intended to users who are at least eighteen (18) years old. Thus, by using the Website, you confirm that you are at least eighteen (18) years old and you are deemed to have read and accepted these terms exhaustively and unconditionally.
If the user is under eighteen (18) years old, the user undertakes to obtain the prior and express consent of his/her parent or legal guardian to use the Website and to review the terms with them. The parent or legal guardian of a user under eighteen (18) years old undertakes to abide by these terms and acknowledges to be responsible for the activities of the user on the Website.
In case of your disagreement, in whole or in part, with these terms, you must immediately cease any and all use of the Website.
You warrant that the purchase of any NFT from the Website will not amount to:
You understand that the NFT(s) will be purchased with Ethereum and that BABBERZ LLC has no control over gas fees collected by Ethereum miners. You also understand that BABBERZ LLC does not have the ability to reverse Ethereum transactions.
You are personally responsible for setting up the IT and telecommunications resources required to access the Website. You shall bear the cost of telecommunications when accessing the Internet to use the Website.
BABBERZ LLC reserves the right to, without notice nor compensation, temporarily or permanently, close the Website in order to perform maintenance operations. We may carry out any changes and improvements to the Website that it deems necessary.
Ownership & Royalty
Your ownership of any Purchased NFT issued by BABBERZ LLC is governed by a smart contract on the Ethereum Network, which cannot be reversed or modified in any way whatsoever.
Licence
(a) Subject to your continued compliance with these Terms of Sale, BABBERZ LLC grants you a worldwide, exclusive, transferable, license to use, copy, and display the Art for your Purchased NFTs, subject to Royalties as detailed hereinbelow, solely for the following purposes: (i) for your own personal use; (ii) commercial use subject herein below; (iii) as part of a marketplace that permits the purchase and sale of your Purchased NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iv) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the purchased NFT leaves the website/application (Licence).
(b) You understand and agree that if the Art associated with the NFT you Own contains third party intellectual property, that:
(i) you will not have the right to use such third party IP in any way except as incorporated in the Art, and subject to this Licence;
(ii) depending on the nature of the licence granted from the owner of the third party intellectual property, we may need to, subject to our discretion, place additional restrictions on the Licence; and
(iii) to the extent that we inform you in writing of additional restrictions under this Licence, you will be responsible for complying with all such restrictions from the date that you receive such written notice, and that failure to do so will be deemed a breach of this Licence.
(c) For the avoidance of doubt:
(i) the restrictions on the Licence survive termination or assignment, transfer of this Licence;
(ii) this Licence is limited to the time you Own the NFT and upon your sale of the NFT to another party, the Licence is assigned to the purchaser of the NFT and your rights under the Licence cease to have any effect, and you must draw to the other party’s attention the contents of this Licence prior to the sale of the NFT; and
(iii) the sale of your NFT does constitute a “commercial use” of your NFT for the purposes of this Licence.
Commercial and derivative rights
(a) You acknowledge that the Purchased NFT contains individual layered files and traits that are owned by BABBERZ LLC.
(b) The Purchased NFT may be used for commercial purposes, only in its entirety as a whole, and may not be used to:
(i) mint new NFTs that are derivatives of the Purchased NFT;
(ii) mint a collection of NFTs using the Art in any way;
(iii) create merchandise using the Purchased NFT exceeding USD $50,000 in value in any one year, and in the event that you approach that amount or expect to go beyond it, you agree to enter into good faith negotiations with BABBERZ LLC to discuss further licensing terms in relation to the use of the Art; and
(iv) create, sell or promote Counterfeit NFTs or associated collections.
(c) For the avoidance of doubt, the individual layered files, traits and Art of the Purchased NFTs may not be used individually, separately or in combination of each other, other than as provided above, for commercial or any other purpose.
Subject to your continued compliance with the terms of this License, BABBERZ LLC grants you a limited, worldwide, exclusive, transferable license to use, copy, and display the Art for your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased NFTs (“Commercial Use”). For the sake of clarity, nothing in this section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their purchased NFTs to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the purchased NFT leaves the website/application.
The license granted applies only to the extent that you continue to own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in this section will immediately expire with respect to those Purchased NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.You and any future owner of the Purchased NFT have a limited right to transfer the Purchased NFT on a Qualifying Transaction, provided that:
(a) the transferee accepts all of the terms of this Licence and the current Terms of Sale;
(b) prior to the transfer, you have not breached this Licence or the current Terms of Sale; and
(c) we will be paid the Royalty percentage of the gross amounts paid by such party to the Qualifying Transaction.
In consideration for the rights granted to each User under this Agreement, BABBERZ LLC shall be entitled to receive a minimum Royalty of 5% of the value of each Qualifying Transaction.
BABBERZ LLC has the sole discretion to decide how to distribute the Royalty within the network of BABBERZ NFT Owners or the community, which shall be communicated to the NFT Owners and community from time to time.
BABBERZ LLC may in its sole discretion at any point of time in the future, in its sole discretion, decide not to levy any Royalty.
Disclaimer
Each BABBERZ NFT is unique and exclusive to its owner.
BABBERZ LLC is not a provider of digital asset services including, but not limited to, services regarding initial coin offering; custody of digital assets on behalf of third parties or access to digital assets for the purpose of holding, storing and transferring digital assets; the purchase and sale of digital assets in legal tender; the exchange of digital assets for other digital assets; the operation of a digital asset trading platform; or any services related to third party order reception and transmission, third party portfolio management, advice, underwriting, guaranteed placement and unguaranteed placement.
BABBERZ LLC does not provide asset intermediation services including, but not limited to, services related to the offer, to clients or potential clients, to acquire rights on one or more assets on the basis of the possibility of a direct or indirect financial return or similar economic effect.
In this regard, the User hereby represents, warrants, and agrees that any use of the Website, is made for its sole personal use and enjoyment.
You are the sole responsible for your compliance with applicable laws and regulations, including tax obligations in relation with NFT and cryptocurrencies. Please be aware that changes in applicable laws and regulations may impact your rights and obligations regarding your BABBERZ NFT.
You hereby release and forever discharge BABBERZ LLC, its members, managers, subsidiaries, affiliates, licensors, partners in promotions or other business, or any of such parties respective agents, employees, officers, directors, managers, members, vendors, third party licensors, corporate partners, participants successors and assigns (collectively the “Company Parties”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, other Users of the Website or any third party links, advertisements or other content). TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. BABBERZ LLC MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT PROVIDED THROUGH THE WEBSITE OR THIRD-PARTY CONTENT LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. BABBERZ LLC DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE WEBSITE OR ANY HYPERLINK OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND BABBERZ LLC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITING THE FOREGOING, NEITHER BABBERZ LLC NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE WEBSITE. NEITHER BABBERZ LLC NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER BCM NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. BABBERZ LLC AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU ACKNOWLEDGE AND AGREE THAT BABBERZ LLC IS ONLY WILLING TO PROVIDE THE WEBSITE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY PARTIES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY BABBERZ LLC OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY COMPANY PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
Contact Information
In case of any questions, queries, suggestions or complaints, please reach us at info@babberz.com
