NFT Terms

NFT TERMS

​The non-fungible token (“NFT”) sale is conducted by Defira BVI Ltd. (“Defira,” “we,“ “us,” or “our”) for the benefit of the Defira DAO and subject to these NFT Sale Terms and Conditions (the “Agreement” or the “NFT Agreement”). The NFT Agreement is subject to the Terms and Conditions set forth in the Defira Terms of Use (the “Terms of Service”), which also govern the NFT Agreement. In case of conflict, the Terms of Service shall control. Terms not defined herein shall have the meaning set forth in the Terms of Service.

By choosing to participate in the NFT sale, you acknowledge that you have read, understood, and agreed to the NFT Agreement. By participating in the NFT sale, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this NFT Agreement, are an Eligible Person as defined in the Terms of Service, and agree to be legally bound by the terms conditions of this NFT Agreement in its entirety.

You agree and understand that we may change this NFT Agreement from time to time. Your continued participation in the Interface and ownership of any Defira NFT following any change or update shall constitute your agreement to the amended Agreement, and you agree to be legally bound by its terms and conditions as amended. You should, therefore, read this NFT Agreement from time to time. You further agree and understand that we have the right to require your affirmative assent and continuing acceptance of this NFT Agreement, from time to time, as a condition of your use of the Interface and ownership of the NFTs. If you do not agree to be bound by this NFT Agreement, you should not participate in the NFT sale.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED.

Ownership

You acknowledge and agree that Defira BVI Ltd. owns all legal right, title and interest in and to the Art – any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire – and Name and Likeness -- name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual properties, and all intellectual property rights therein. The rights that you have in and to the NFT and Art are limited to those expressly stated in the “Rights” Section of this NFT Agreement. Defira BVI Ltd. and its licensors reserve all rights and ownership in and to the NFT, Name and Likeness, and Art not expressly granted to you.

All purchases of NFTs, as well as associated charges, are final and non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Defira NFT, any disruption to the operations of any components of the Defira NFT, or any other reason whatsoever.

UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, AN NFT THAT YOU OWN WILL BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE SUBJECT TO THESE NFT TERMS. NFTS THAT WE PROVIDE ARE TIED TO UNIQUE GOODS, SERVICES AND EXPERIENCES. YOU SHOULD NOT PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION. THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.[WAW1]

You agree to only use the NFTs for lawful purposes, and agreement to not partake in any Prohibited Activity, as detailed in the Terms of Service. You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any linked or third party sites.

Rights

Your Licensed Rights. You acknowledge and agree that the Defira NFTs are made available solely for entertainment purposes[WAW2] . Without limiting the foregoing and subject to your continued compliance with this NFT Agreement and the Terms of Service, Defira BVI Ltd. grants you a worldwide, non-exclusive, non-transferable (except as specifically provided), royalty-free license to display the Art for your Defira NFTs, solely for the your own personal, non-commercial use.

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 Defira BVI Ltd. in each case: (i) modify the Defira NFT, Name and Likeness and/or Art in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Defira NFT, Name and Likeness and/or Art to advertise, market, or sell any product or service; (iii) use the Defira NFT, Name and Likeness and/or Art in connection with images, videos, or other forms of media that promote Prohibited Activities; (iv) use the Defira NFT, Name and Likeness and/or Art in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Defira NFT, Name and Likeness and/or Art; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Defira NFT, Name and Likeness and/or Art; or (vii) otherwise utilize the Art from Defira NFTs for your or any third party’s commercial benefit.

To the extent that the Defira NFT, Name and Likeness and/or Art contains Third Party IP you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Defira BVI Ltd. may need to pass through additional terms and/or restrictions on your ability to use the Art; and (iii) to the extent that Defira BVI Ltd. informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this NFT Agreement.

The restrictions in this Section will survive the expiration or termination of this NFT Agreement.

Termination of License

The licensed rights granted to you hereunder shall automatically terminate and all rights shall return to Defira BVI Ltd. if: (i) at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your NFT for any reason except as specially provided in this Agreement; (ii) you breach either this NFT Agreement or the Terms of Service; (iii) you have a trustee, receiver or similar party appointed for your property, become insolvent, acknowledge your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) you engage in any unlawful business practice or Prohibited Activity related to the NFT; (v) you initiate any legal actions, except an arbitration as specifically provided herein, against Defira BVI Ltd., and/or and each of its parents, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys and employees, and/or the Defira DAO; or (vi) you disparage us or any parties related to any of us.

No Representations or Warranties, Assumption of Risk

YOUR USE AND PURCHASE OF NFTS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ARE RESPONSIBLE FOR COMPLYING WITH THIS AGREEMENT AND ALL APPLICABLE LAWS WITH RESPECT TO THE INTERFACE AND NFTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THESE NFTS, INCLUDING ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THEM, ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE NFTS, THE CONTENTS WITHIN AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE INTERFACE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE NFTS OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR THE USE OF THE NFTS, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

As noted above, the NFTs are made available solely for entertainment purposes[WAW3] . You agree that You assume the all applicable risks, including as detailed in the “No Representations or Warranties” section of the Terms of Service. These risk include but are not limited to:

· There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Harmony blockchain network or any other blockchain network, however caused.

· NFTs have no inherent or intrinsic value. To the extent there ever develops a price or market for a blockchain asset such as an NFT, (a) those prices and markets may be extremely volatile, (b) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including NFTs, and (c) there is no guarantee that NFTs will have or retain any value. NFTs are not securities or financial instruments and are not offered for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of things, including negative publicity associated with us. You accept and acknowledge that we will not be responsible for the risks of engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT from a third party on any so-called “secondary market”).

· The regulatory regime governing blockchain technologies, cryptocurrencies, NFTS, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Interface, and therefore the potential utility or value of your NFTs. You accept and acknowledge that we will not be responsible for the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, NFTS, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.

· You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Interface or other NFT-related transactions.

· You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Harmony and other distributed ledgers systems are variable and may increase dramatically at any time. We are not responsible or liable for any fees, including gas fees, or costs you incur in transacting with the NFTs.

· You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) Defira BVI Ltd. and Defira do not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) we shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.

Indemnity

You hereby agree to indemnify us, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost or expense, including reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable Law, rule, or regulation; (c) any other party's access and use of the Interface with your assistance or using any device or account that you own or control; (d) the sale or distribution of the NFTs in violation of any applicable Law; and (e) any inaccuracy in or breach of any representation or warranty by you or your affiliates or agents, whether contained in this Agreement or any other document provided by you in connection with the NFTs.

Limitation of Liability

Except as expressly provided by this agreement and applicable Laws, neither we nor any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, shall be responsible or liable for any losses resulting directly or indirectly from: (a) any act or omission by you or your agent or any error, negligence, or misconduct by you; (b) failure of transmission or communication facilities; (c) any other cause or causes beyond our control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (d) our reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act your behalf, and you hereby waive any and all defenses that any such individual was not authorized to act on your behalf; (e) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond our control, including without limitation extreme market volatility or trading volume; or (f) any action taken by our to comply with applicable Laws or this Agreement.

In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency wallet provided by you to us for the purposes of any refunds or withdrawals, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against us and any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and shall further hold harmless, us and any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such loss, hack or theft.

Under no circumstances shall we or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface and/or NFTS regardless of whether such liability is asserted on the basis of contract, tort, or otherwise, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface and/or NFTs or the information contained within them regardless of whether such liability is asserted on the basis of contract, tort, or otherwise. We and any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

Dispute Resolution

PLEASE REVIEW THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [e-mail] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within ninety days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any dispute arising out of or in connection with this Agreement, the NFTs, and/or the Interface, (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of NFTS and the use Interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach. In the event no amicable negotiation is possible between you and us or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors and the effectiveness of negotiation is in doubt, it is agreed that all claims shall be subject first to mediation under British Virgin Islands IAC Arbitration Rules in force at time of the filing of the arbitration demand. In the event that neither negotiation in good faith nor remedy is able to solve the Dispute, the Dispute will then be referred to and finally resolved by arbitration in the British Virgin Islands. The tribunal shall consist of one (1) arbitrator. The arbitrator shall have the exclusive right to determine its jurisdiction over any dispute. The language of the arbitration shall be in English.

Class Action and Jury Trial Waiver

You must bring any and all Disputes against us or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any transaction, Dispute, controversy, claim or action arising from or related to your access or use of the Interface or this Agreement shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.

Entire Agreement

These terms along with the Terms of Service constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior and contemporaneous written and oral agreements, communications, and other understandings (if any) relating to the subject matter of these terms.

The section titles and headings in this Agreement are for convenience only and have no legal or contractual effect.