(Updated on March 2022)
These General Terms (“Terms”) govern the Digital Collectibles (as defined below). By executing a purchase order for a Digital Collectible (a “Purchase Order”) or by Owning (as defined below) a Digital Collectible, you agree to be bound by the Terms.
“Digital Collectible“means an ERC-721 non-fungible token (NFT) that was minted by Sighteer Ltd. (“Sighteer”) on the Polygon Proof of Stake (Pos) blockchain (the “Blockchain”) to record ownership of digital memorabilia or art.
“Digital Content” means the digital assets, including images, texts, videos or 3D models. represented by a Digital Collectible and specified in said Digital Collectible’s metadata as per the ERC721 Metadata JSON Schema standard.
“Owning” or “Own” means owning a Digital Collectible, whether an Acquired Collectible (as defined below) or not, where proof of such ownership is recorded on the Blockchain.
“Licensed Content” means the Digital Content of an Acquired Collectible.
Subject to your continued compliance with the Terms, Sighteer grants you a non-exclusive, non-transferable, royalty-free license to use, copy, and display the Licensed Content solely for your own personal, non-commercial use, including on social media platforms, digital galleries, print-on-demand products, or in association with your offer to sell or trade your Acquired Collectible. Sighteer retains the right to create limits on your use of the Licensed Content in Sighteer’s sole discretion at any time.
You acknowledge and agree that Sighteer (or, as applicable, its licensors) owns all legal right, title and interest in and to the Digital Content, and all intellectual property rights therein. The rights that you have in and to the Licensed Content are limited to those described in this Terms. Sighteer reserves all rights in and to the Digital Content not expressly granted to you in the Terms.
You agree that you may not, nor permit any third party to do or attempt to: (i) modify the Digital Content; (ii) use the Digital Content to advertise, market, or sell any product or service; (iii) use the Digital Content in connection with media that depicts hatred, intolerance, violence, cruelty, illegal activities or that infringes upon the rights of others; (iv) trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Content; or (v) otherwise utilize the Digital Content for your or any third party’s commercial benefit;
- Transfers, Burns and Pre-sales.
The license granted in Section 2 applies only to the extent that you continue to Own the Acquired Collectibles. If at any time you sell, trade, donate, give away, or transfer the AcquiredCollectibles, to another person (the “New Owner”) the license granted in Section 2 shall be transferred to the New Owner, and you will have no further rights in the Digital Content associated with Transferred Collectibles. Furthermore, you understand and agree that (i) secondary sales may include a royalty payment and (ii) the New Owner will accept and comply with the Terms.
If at any time your Acquired Collectibles are burned or deleted (the “Burned Collectibles”) the license granted in Section 2 will immediately expire with respect to said Burned Collectibles without the requirement of notice or any further action, and you will have no further rights in or to the Burned Collectibles or Digital Content associated with Burned Collectibles.
If you purchased the Digital Collectibles during a pre-sale period, you understand and agree that until the pre-sale is completed at Sighteer’s sole discretion (i) the art of your Digital Collectibles may be hidden; (ii) transferring your Digital Collectibles may not be allowed.
- Lawful Funding.
It is the policy of Sighteer to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with all applicable requirements.
You confirm that the Digital Collectibles you Own or purchased were not purchased with funds obtained through unlawful conduct, including directly or indirectly derived from activities that may contravene anti-crime, anti-terror, anti-corruption or anti-money laundering laws and regulations.
6. Taxation and Expenses.
You shall be responsible for and pay all taxes, assessments, duties, levies, gas fees, royalty fees or transaction fees of any kind or nature relating to or arising from the Digital Collectibles.
You represent that you read, understood and agree with the disclaimers listed below:
Digital Collectibles are of speculative nature and there is a high risk associated with the procurement of Digital Collectibles, including the risk that you may incur losses up to the aggregate amount of your purchases. There is no guarantee that you will make a profit. Furthermore, you should not purchase Digital Collectibles with money that you cannot afford to lose. You should be aware of all the risks associated with purchasing Digital Collectibles and seek advice from an independent financial advisor if you have any doubts. You are solely responsible for determining what, if any, taxes or laws apply to your purchases and sales of Digital Collectibles.
Nothing in any information you receive from Sighteer shall be deemed to constitute a prospectus of any sort or a solicitation for an investment, nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. Said documents are not composed in accordance with, and is not subject to, laws or regulations of any jurisdiction which prohibits or in any manner restricts transactions in respect of, or with use of, digital tokens.
Digital Collectibles are not a digital currency, security, commodity, or any other kind of financial instrument and have not been registered under securities laws of Israel, the Securities Act of 1933 or the securities laws of any other country, including the securities laws of any jurisdiction in which you or any potential token holder is a resident.
Digital Collectibles are exposed to all risks associated with NFTs in general. The mechanics of using blockchain technology to transact in NFTs is relatively new and untested. There is no assurance that widespread adoption will occur. A lack of expansion in the usage of blockchain technology could adversely affect NFTs. NFTs rely on smart contracts which may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain, which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your NFT, or lost opportunities to buy or sell NFT. Transacting on a blockchain depends in part specifically on the use of cryptographic keys that are required to access a user’s account (or “wallet”). You are solely responsible for providing the correct wallet information. The theft, loss, or destruction of these keys could adversely affect your ownership claims over NFTs. Furthermore, NFTs carry additional risks, including potential lack of a secondary market, significant price volatility, and disruptions of the blockchain itself.
9. Limitation of Liability.
The liability of Sighteer, its parents, affiliates, related companies, officers, directors, employees, agents’ representatives, partners and licensors (each a “Sighteer Entity”) is limited to the maximum extent permissible in your country of residence.
In no event will a Sighteer Entity be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of the Terms, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. The aggregate liability of all Sighteer Entities aggregate liability under the Terms shall not exceed the lower of (i) the net revenues actually received by Sighteer in connection with any transaction in which you purchased or sold Acquired Collectibles; or (ii) 100 (one hundred) USD. The foregoing limitation of liability shall only apply to the extent permitted by applicable law.
In no event will any of Sighteer Entities be liable for any inability for you to access the Digital Content or Digital Collectibles for any reason, including as a result of any security breach, downtime, failure, obsolescence, removal, termination or other disruption.
Sighteer will have the unrestricted right to assign the Terms and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. The Terms are personal to you and shall not be assigned or transferred by you. Any other attempt by you to assign, sub-license, or transfer your rights under the Terms shall be null and void.
11. Dispute Resolution.
The Terms, and all matters arising out of or relating to the Terms, shall be governed by the substantive and procedural laws of the State of Israel and shall be deemed to be executed in Tel Aviv, Israel. In the event of any dispute between the parties, such dispute shall be referred within 14 days of the demand of each of the parties to a single agreed upon arbitrator. If the parties are not able to agree on an arbitrator, then the head of the Israeli Bar Association shall be asked to appoint one. Arbitration proceedings shall be conducted in Israel. The arbitrator shall not be bound by rules of evidence or procedure and shall give the reasons for his judgment. The arbitrator’s decision shall be final and binding in any court. Each party to the proceedings shall bear its own expenses; the arbitrator’s fees and expenses shall be borne in equal parts by the parties to the proceedings. This paragraph shall constitute an arbitration Terms between the parties.
You waive any objections based upon improper venue or inconvenient forum. Neither Sighteer nor you will seek to litigate any claims against the other on a class action or representative party basis and shall pursue any claims solely on an individual basis.
Your rights and remedies in the event of any breach of this Terms are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
The language of any clause or term of this Terms will not be construed for or against the drafter. No right or term of this Terms will be deemed waived, and no breach of this Terms excused, unless the waiver or consent is in writing and signed by you and Sighteer.
Sighteer may revise the Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be at https://www.sighteer.com/digital-collectible-terms , will govern our relationship with you. By continuing to Own a Digital Collectible more than 30 (thirty) days after those revisions become effective, you agree to be bound by the revised Terms.
For the avoidance of doubt, the Terms survive the end of your Ownership of a Digital Collectible.