Terms of Use - Degenz

These Terms of Use (“Terms”) describe the rules governing your use of this Website https://www.degenz.co/ (“Website”) and the Degenz NFTs (both terms, as defined below). These Terms form a binding agreement between us, CNSTD, UNIPESSOAL LDA (ZONA FRANCA DA MADEIRA), a limited liability commercial company registered under number 517121948 at the Commercial Registry Office of the Madeira Free Trade Zone and having registered office at Rua Nova de S o Pedro no.54, 2nd floor, office D, 9000-048 Funchal, parish of Sé, district of Funchal (referred to in these Terms as either “us”, “we”, “ours”, or the “Company”).

By visiting our Website and by purchasing and/or selling the Degenz NFTs (through our Website or on the secondary market, as applicable) you agree to be bound by these Terms. By agreeing to these Terms, you also represent that you have the capacity to enter into this binding agreement and that you are at least 18 years old. In case of disagreement, in whole or in part, with any of the Terms, you must immediately cease any and all use of the Website and any related services, and/or any dealing with the Degenz NFTs (as applicable).

You may not use this Website, the Degenz NFTs, and/or the Degenz, Degenz Access Pass and/or Re-Genz (as applicable) associated with the Degenz NFTs for any illegal or unauthorised purpose nor may you, in the use of the Degenz NFTs and the and/or the Degenz, Degenz Access Pass and/or Re-Genz (as applicable) associated with the Degenz NFTs, violate any laws in your jurisdiction (including but not limited to copyright laws).

You may only access our Website if the purchase of Degenz NFTs in not prohibited in your jurisdiction, and we do not represent that the Website (and any of the content on our Website (the “Content”)) is appropriate for use or available in your location.

If you have any questions about these Terms, please feel free to email us at hello@canarylabs.xyz.

We may occasionally make changes to these Terms. We will let you know if any changes significantly affect your ability to use the Content. However, it your responsibility to read the Terms, as updated from time to time.

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.

Please note that the Terms were most recently updated on: 04/10/2022.

1. Definitions

Art — means any art, design, and drawings that may be associated with a Degenz NFT that you Own.

Degenz — means a single artwork from the collection of 11,110 artworks (previously sold and/or otherwise distributed through NFTs), as available at: https://opensea.io/collection/degenz.

Degenz Access Pass — means a single artwork from the collection of 7,230 artworks (previously sold and/or otherwise distributed through NFTs), as available at: https://opensea.io/collection/degenzaccesspass, verifiable ownership of which allows the Holder to access certain materials from the Website.

Degenz NFT — means an NFT associated with an instance of a Degenz, Degenz Access Pass and/or Re-Genz.

Holder — means the holder of a Degenz NFT.

End Users — means the users of the Website.

NFT — means, an identifiable, non-fungible, non-replicable and transferrable cryptographic asset recorded on the Ethereum Network, used as proof of authenticity and proof of ownership over certain rights.

Intellectual Property Rights — means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, performance rights and know-how.

Licence — means the intellectual property licence provided to the Holders, as described in section 4 of these Terms.

Materials — means the logos, marks, branding, names, and all other Intellectual Property Rights owned, used and/or relevant to the Degenz, Degenz Access Pass, Re-Genz, and/or the Company.

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.

Re-Genz — means a single artwork from the collection of 2,537 artworks (previously sold and/or otherwise distributed through NFTs), as available at:https://opensea.io/collection/re-genz.

Smart Contract — the transaction protocol governing the transfer of the NFTs on the Ethereum Network.

Wallet — refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Ethereum Network, and (subject to any technological restraint), to manage information (including any form of cryptographic asset) that is attributable to that unique identifier (including, for example, transferring any information).

2. What can you do with your Degenz, Degenz Access Pass and/or Re-Genz?

When you successfully purchase a Degenz NFT, what you purchase is the cryptographic asset recorded on the Ethereum Network, rather than the Degenz, Degenz Access Pass and/or Re-Genz (as applicable) that is associated with it, together with the Licence. Purchasing a Degenz NFT does not grant you ownership of the Degenz NFT, nor any Intellectual Property with respect to the Degenz NFT or the Materials.

3. Ownership

You acknowledge and agree that the Company (or, as applicable, its licensors) owns all legal right, title and interest in and to the Degenz NFTs, and all Intellectual Property Rights thereon. The rights that you have in and to the Degenz NFTs are limited to those described in the Licence. The Company reserves all rights in and to the Degenz NFTs not expressly granted to you in this Licence.

4. License

Subject to your continued compliance with these Terms (including the terms of the Licence), and to the conditions set out under section 5 below (“Conditions”), the Company grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for Degenz NFTs that you Own, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Degenz NFTs, provided that the marketplace cryptographically verifies each Degenz NFT owner’s rights to display the Art for NFTs that they Own to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Degenz NFTs, provided that the website/application cryptographically verifies each Degenz 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 Degenz NFT leaves the website/application.

5. Conditions

The Licence shall be subject to and conditional on the following conditions.

The Licence shall automatically cease and be deemed revoked as soon you use (or intend to use) the Degenz NFT for or in connection with any Illicit Use (as defined below), including any offensive, immoral and/or unlawful purpose or activity, or in a manner capable of bringing our reputation and/or the reputation of our community into disrepute. Therefore, to avoid losing the Licence, you must refrain from using your Degenz NFT in a manner that is libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations (“Illicit Uses”).

You are not allowed to use a Degenz NFT to create new fungible and/or non-fungible token collections or projects, nor are you allowed to reverse engineer and/or extract the individual layers making up the Degenz NFT and incorporate and/or rearrange them to create new fungible and/or non-fungible token Degenz NFT-derivative collections (“Flipping”).

Finally, and importantly, please note that we retain the right to use all Degenz NFTs to promote the project and incorporate any Degenz NFT (including yours) in future initiatives. Any such initiative will focus on increasing awareness around the project, providing Holders with value, and promoting the overall success of the community you are now a part of.

6. What happens when you transfer or sell the NFTs?

All transfers (including the sale) of the Degenz NFTs are subject to these Terms, and these Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the Holder transferring the Degenz NFT and the new Holder in receipt of such Degenz NFT. For the avoidance of doubt, these Terms will apply to new Holders upon access to this Website.

The Licence transfers together with the Degenz NFT. Therefore, if you transfer ownership of a Degenz NFT to a new Holder, you will stop benefitting from the rights granted under the Licence as these would transfer to the new Holder of the Degenz NFT, being the new subject benefitting from the Licence.

7. You may not use our Materials (e.g. our logos, trademarks, etc.)

We retain all rights to the Materials. You have a limited right to use such Materials as they are incorporated in the Degenz, Degenz Access Pass and/or Re-Genz associated with your Degenz NFT (if and where applicable), but this is limited to the uses set out in section 4. You shall not use the Materials, whether for commercial or non-commercial purposes, for any other purpose.

8. Your responsibilities

As a Holder, you are solely responsible for the safety of the Degenz NFTs that are attributed to your Wallet, including the proper management and safety of any Wallet used to store your Degenz NFT, and the implementation of relevant security measures.

Please note that the decentralised nature of distributed ledger technology (such as the Ethereum Network) makes it impossible for us to reverse, cancel, undo or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet.

You are solely and entirely responsible for complying with applicable law and regulations, including your obligations to pay any tax liability which may arise out of or in connection with your ownership of your Degenz NFT. Please be aware that changes in applicable laws and regulations may impact the Website and your rights and obligations regarding your Degenz NFTs.

Degenz NFTs may be available for purchase on the secondary market on third-party platforms, such as OpenSea (as available at https://opensea.io), and/or other marketplaces (each, a “NFT Marketplace”). Please note that we do not operate any such NFT Marketplace and that, therefore, your access and use of any such NFT Marketplace is subject to the terms of the specific NFT Marketplace you are using.

You undertake to defend us against any claim or action arising out of or in connection with your use of the Degenz NFTs in contravention to these Terms, including where any such use infringes the Intellectual Property Rights of a third party (provided such claim does not relate to the unaltered Degenz, Degenz Access Pass and/or Re-Genz as designed by us), and you shall fully indemnify and hold us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such claim or action.

9. Risks you should be aware of

Please be aware that the Degenz NFTs are only intended and offered as collectibles, and that the Degenz NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over any projects or the Company.

The Degenz NFTs are unregulated cryptoassets. When you buy cryptoassets your capital is at risk. Risks associated with cryptoassets include price volatility, loss of capital (the value of your cryptoassets could drop to zero), complexity, lack of regulation and lack of protection.

The Degenz Access Pass allows the Holder access to certain reports, data and other information prepared by the Company and/or its affiliates (“DAP Information”). The Company does not represent or guarantee that any of the DAP Information is accurate, nor that such content is a complete statement or summary of the subject matter it refers to. You understand and acknowledge that the DAP Information is published for informational purposes only. You further understand and acknowledge that the DAP Information is not intended as (i) an offer to buy or sell, (ii) a promotion, or (iii) an endorsement of any of the subject matter referred to therein, including without limitation any company, undertaking, project, NFT and/or cryptocurrency mentioned, and that nothing in the DAP Information constitutes legal, accounting, taxation, financial, investment or any other advice, and should not be relied upon by you as the same. The Company shall have no liability in connection with any reliance by you on the DAP Information.

The Company does not currently operate in a regulated industry. Therefore, please be aware that when you buy cryptoassets, you are not protected under the kind of financial compensation schemes and protections that are in place for investors who deal with entities that are regulated and authorised to operate as financial services firms (e.g. which can protect/compensate you if you were to invest in a regulated financial services firm’s products and that firm subsequently went bankrupt).

10. Links & Connected Services

You may not frame our Website on any other website, but you may link to our home page, provided: (a) you do so in a way that is permitted, fair and legal and does not damage our reputation or take advantage of it, and (b) you do not suggest endorsement or association on our part (unless we have agreed to such endorsement or association in writing). We reserve the right to withdraw the linking permission without notice.

Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or any warranty as to the information you may obtain from them. We have no control over the contents of those websites or resources.

Any connected services included in this Website are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. We do not guarantee that our Website, or any of the Content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons without compensation. While we will try to give you reasonable notice of any suspension or withdrawal, we do not guarantee that this will be possible.

11. Personal Information

Any and all personal information will be collected and processed in accordance with our privacy policy.

12. Disclaimer

You hereby agree that neither we (nor any of our affiliates) shall be liable or otherwise responsible for any loss, damage or claim (whether under contract or tort law) relating to or resulting from: (a) the decentralised nature of distributed ledger technology and the Ethereum Network; (b) your use of your Wallet and/or any weakness and or defect in the security of your Wallet; (c) any weakness and/or defect in the confidentiality, integrity, availability and/or security of any data, technology, and/or equipment used by you to access and/or store your Degenz NFTs; (d) any malicious act carried out by bad actors resulting in your loss of the Degenz NFTs; (e) any product, service, or experience designed by third-parties accessible through the use of the Degenz NFTs (regardless of whether such offering is offered with or without our permission); (f) any use of the Licence that is not made in accordance with the Terms; and (g) any use of the Degenz NFTs and/or the Licence contravening these Terms or otherwise exceeding the rights granted to you by us under these Terms.

We make no representation, and provide no warranties (whether expressed or implied) in relation to any use of the Degenz NFTs and the Degenz, Degenz Access Pass and/or Re-Genz associated with the Degenz NFTs.

To the fullest extent permissible by applicable law, the Company disclaims all implied warranties in connection with access and/or use of the Website and/or any dealing with the Degenz NFTs. Further, neither party shall be liable for any indirect damages caused to the other party in relation to access and/or use of the Website and/or any dealing with the NFTs.

Our maximum aggregate liability (under contract, tort law or otherwise) shall not exceed £300.

13. Breach of terms

If your utilisation of the Website and/or dealing with the Degenz NFTs is deemed to be in breach of the Terms, whether as a result of a substantial violation or repeated minor violations, the Company reserves the right to limit suspend or terminate, temporarily or permanently, as of right, without any indemnification, compensation or refund whatsoever being owed and without any prejudice to any legal action that the Company may be entitled to, your access to the Website, the Degenz NFTs and/or the services available to the User. The Company will inform you as soon as reasonably practicable, of any decision to suspend or limit your rights and may, at its discretion, decide to restore your rights.

14. No Partnership, Joint Venture or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency or employment relationship between you and the Company. Nothing in these Terms shall authorise you to make or enter into any commitments or make any representation on our behalf.

You also confirm that in entering into these Terms you are acting on your own behalf and not for the benefit of any other person.

15. Severability

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. The provisions declared unenforceable shall be replaced by the provisions that are closest in meaning and scope to the initial provisions.

16. Governing Law and Jurisdiction

The Terms represent an agreement between you (in your capacity as Holder) and the Company, which shall be governed by, construed, and enforced under the laws of England and Wales without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms, their subject matter or formation.

Thank you very much for taking the time to read our Terms, and welcome to our community!