NFT PLATFORM TERMS AND CONDITIONS
1 About NFT Platform and the operator of the Platform
1.1 Show Studio NFT Platform (available at https://ikon-1.com) ( Platform ) allows its users to mint and purchase non-fungible tokens (each an NFT ).
1.2 The Platform is made available and operated by Show Studio Limited, a company registered in England and Wales with company number 03923797 whose registered address is 16 Arlington Road, Richmond, Surrey, TW10 7BY ( we / us / our ).
2 About these terms
2.1 Our contract with you. By using the Platform, you confirm that you understand and accept these terms and that you agree to comply with them. These terms are a legal agreement between you and us.
2.2 What do these terms cover ? These are the terms which govern the use of the Platform by the users (each a User / you / yours ).
2.3 Why you should read these terms . Please read these terms carefully before you start minting NFTs on the Platform. These terms tell you who we are, how you can use the Platform, how you can mint your NFTs, and what to do if there is a problem and other important information.
2.4 How to contact us . You can contact us by writing to us at Ikonfirstname.lastname@example.org .
2.5 There may be other or additional terms applicable from time to time. There may be additional terms posted on the Platform which will also apply to the use of the Platform. These terms may be expressly incorporated into these terms by being mentioned here, or they may be published on the Platform. All NFTs are subject to specific terms of sale ( NFT Terms of Sale ) set out in Schedule 1. There may also be additional terms applicable to any specific NFT. In each case where additional or different terms apply, you will be notified of this on the Platform.
2.6 We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use the Platform, please check these terms to ensure you understand the terms that apply at that time. By continuing to use the Platform following any update to these terms, we will assume that you have accepted the updated terms. These terms were most recently updated on the date stated at the top. Please contact us if you wish to see any of the previous versions of these terms.
3 The functionality and availability of the Platform
3.1 You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently we: (i) do not warrant that the use of the Platform will be uninterrupted or error-free; and (ii) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
3.2 We have the right to make any changes to the functionality of the Platform from time to time without notice, including, without limitation: (a) to address the Users’ needs; (b) to comply with any applicable laws; or (c) to add new functionalities or improve existing functionalities (including integrating the Platform with third-party platforms and services).
4 Use of the Platform
4.1 Eligibility to mint NFTs. You must meet the criteria listed below to mint NFTs. By using the Platform, you confirm that:
4.1.1 you are at least 18 years of age;
4.1.2 you have the full power, right and authority to agree to these terms;
4.1.3 you have successfully passed our KYC/AML checks, if we, in our sole discretion, decide to conduct them;
4.1.4 you are minting NFTs in your own name or, if you are doing so on behalf of someone else (including any corporate body), you have the necessary authority and consents to represent that third party;
4.1.5 you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
4.1.6 you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold an NFT and/or be a party to any transaction involving NFTs;
4.1.7 you understand the risks associated with minting and owning NFTs;
4.1.8 you have sufficient knowledge and understanding of how to transact using digital crypto wallets; and
4.1.9 all the information provided by you to us is true and accurate.
4.2 Our right to reject access to the Platform. We will have the right to refuse access to the Platform at our sole discretion, in particular if we believe that the information provided by you was incorrect or fraudulent. We may suspend or terminate your access to the Platform immediately and without notice if we believe that you are in breach of any of these terms, no longer meets the eligibility criteria, or if we are required to do so under any applicable law or regulations or asked to do so by a regulator or any governmental body. We may also suspend or terminate access to the Platform immediately and without notice if you fail to comply with the NFT Terms of Sale.
4.3 Right to use the Platform. By accessing and using the Platform, we grant to you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform, subject to your compliance with these terms, including section 4.4 .
4.4 Prohibited uses. You must not use the Platform for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension and/or termination of your right to use the Platform. You must not use the Platform to:
4.4.1 collude with any User to manipulate the price of any NFT or in any other way affect or influence the value or the price of any NFT;
4.4.2 conduct any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
4.4.3 conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, money laundering and/or terrorism financing;
4.4.4 engage in speculative investments;
4.4.5 engage in any activity (whether defamatory or not) that may bring us or the Platform and/or any other User into disrepute;
4.4.6 conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);
4.4.7 act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us);
4.4.8 upload any content that contains viruses, or is illegal, immoral or in any other way inappropriate or harmful;
4.4.9 modify or adapt the whole or any part of the Platform or incorporate it into any other program or application;
4.4.10 disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into the Platform;
4.4.11 access any part of the Platform to build a product or service which competes with the Platform or any functionality provided by it; or
4.4.12 assist any ineligible person in accessing the Platform.
4.5 We are not responsible for viruses and you must not introduce them. We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
5 Mint and Purchase of NFTs
5.1 Mint and Purchase. The NFTs can be minted and purchased via one of the following methods on the Platform:
5.1.1 Whitelist Spot. To mint and purchase NFTs on the Platform during the initial sale, you need to connect your digital crypto wallet to the Platform and secure a whitelist spot ( Whitelist Spot ). The Whitelist Spots are available on a “first come, first served” basis, and we cannot guarantee that a Whitelist Spot will be available to all Users. You can find more details about the Whitelist Spots and when they become available on the Platform. Once you have secured your Whitelist Spot, you will have a right to request to mint an NFT on the Platform. Our acceptance of your request to mint an NFT will take place when we confirm on the Platform that your request has been accepted, at which point the NFT Terms of Sale set out in Schedule 1 will come into existence between you and us, and you will receive an NFT into your digital crypto wallet. Transfer of an NFT to your digital crypto wallet is at your own risk, and we will not be liable as a result of an incorrect wallet address being provided by you.
5.1.2 No Whitelist Spot. Following the initial sale of NFTs, you will be able to mint and purchase NFTs without having to secure the Whitelist Spot. These NFTs will be sold by us directly via the Platform or via a third-party marketplace as specified on the Platform. You can find more details on how to purchase the NFTs via third-party marketplaces and various payment methods on the Platform. Our acceptance of your request to purchase an NFT available for purchase in this way will take place when we confirm on the Platform that your request has been accepted, at which point the NFT Terms of Sale set out in Schedule 1 will come into existence between you and us. If you choose to purchase an NFT on the Platform by using your digital crypto wallet, then you will receive an NFT into your digital crypto wallet. Transfer of an NFT to your digital crypto wallet is at your own risk, and we will not be liable as a result of an incorrect wallet address being provided by you. If you choose to purchase an NFT on the Platform by using your credit card, then one of our software widget tool providers will hold an NFT as custodian on your behalf. You can find more details about this purchase method on the Platform.
5.2 No right to cancel. [MOU1] Due to the irreversible nature of all blockchain transactions, you will be asked by the Platform to confirm that you agree to lose your right to withdraw from the purchase of an NFT as soon as you have submitted your instruction to purchase an NFT.
5.3 We are not responsible for delays outside our control . If the purchase process is delayed by an event outside our control, for example as a result of any delays in the blockchain network, we will not be liable for delays caused by such event. You acknowledge that it will not be possible to cancel or reverse your purchase request even in the circumstances of any delay.
5.4 Payment. You must make a payment in full in the form nominated by us, in the amount stated on the Platform at the time you submit your request. You acknowledge and agree that all purchases of NFTs on the Platform are irreversible and that no refunds will be due to you in any circumstances.
5.5 Taxes. You are responsible for any taxes that may be due in connection with your ownership of NFTs. It is your sole responsibility to determine whether, and to what extent, any taxes apply to the purchase of NFTs, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. You will indemnify us in full in the event we are required to pay any taxes in respect of your purchasing NFTs on the Platform.
6 Ownership of NFT
6.1 Rights to the underlying digital asset. NFTs do not transfer the ownership in the intellectual property rights existing in the underlying images and videos ( Digital Art ). Instead, you will receive a licence to the Digital Art, which is:
6.1.1 worldwide – allowing you to use the Digital Art without restrictions as to the territory;
6.1.2 perpetual – granted for an indefinite duration;
6.1.3 irrevocable – meaning that the owner (usually the author of the art) is not entitled to terminate the licence, although the licence may terminate automatically if you breach any of the conditions of the licence;
6.1.4 exclusive – you (the owner of the NFT) are the only person in the world that can use the Digital Art, and nobody else can use it for any purpose;
6.1.5 transferable – which means that you can transfer the licence to someone else, for example when you sell the NFT;
6.1.6 royalty-free – this means that you do not have to pay any royalties to the owner for the use of the Digital Art;
6.1.7 for limited personal use only – this means that you can use the Digital Art incorporated into the NFT for non-commercial use only, without the right to commercially exploit the Digital Art; and
6.1.8 with restrictions on use – this means that you cannot use the NFT in association with certain undesirable activities, as listed in the NFT Terms of Sale.
Please see the NFT Terms of Sale for further details about the scope of the licence to the Digital Art and the restrictions on use of the NFT.
6.2 When our obligations are completed in respect of the Digital Art. The Digital Art contract will be completed when the NFT minting process is completed and the NFT is recorded on a blockchain. However, your rights to use the NFT and the underlying Digital Art will not terminate until you sell the NFT to a third party.
6.3 Selling your NFTs. You must ensure that if you decide to sell your NFT, you sell it on the NFT Terms of Sale attached to these terms. This is necessary to protect the rights of the creators of the Digital Art. We are not a party to any such contract and will not be liable or responsible for any matters related to any such onward sale. If you fail to sell the NFT on the NFT Terms of Sale, the rights in the Digital Art may be affected.
7.1 Risks. You acknowledge and agree that NFTs and the Platform utilise new types of technologies (blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the ownership, purchase, and sale of NFTs is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular, in relation to blockchain) is required to safely deal in and store NFTs of any kind. It is your responsibility to be aware of these risks. By using the Platform, you accept the risks involved in any transactions involving NFTs, including but not limited to, the following:
7.1.1 the volatile nature of digital assets, including NFTs, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected;
7.1.2 changes in laws and regulations may affect your rights to use and transfer NFTs;
7.1.3 the use, ownership and transfer of NFTs is not regulated in most jurisdictions, which means that your ownership and transactions in NFTs will not be afforded regulatory protections;
7.1.4 transactions involving NFTs are irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;
7.1.5 NFTs can lose their value entirely if there is no interest in them from potential purchasers;
7.1.6 as digitally-held assets, NFTs may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use or sell your NFTs; and
7.1.7 if the Digital Art is stored off-chain, the Digital Art may be subject to a risk of loss, for example, if the facility storing the asset fails or if it is subject to a cyber attack.
7.2 NFTs do not attract any governance rights and do not represent any debt or equity. NFTs do not give you any voting rights, rights of control or financial participation in the Platform and/or our organisation, nor will they represent any debt or equity investment, pooled investment, or any other type of investment.
8 Third-party sites, products and services
The Platform may from time to time integrate with third-party platforms and/or services, for example, digital wallets and/or payments processing services ( Third-Party Products ). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any such Third-Party Products to you. We are also not responsible for the functioning of any blockchain network recording the ownership of NFTs.
9 Disclaimers and liability
9.1 We are not responsible or liable for the actions of Users. All Users must ensure that they have all necessary rights, authorisations, and permissions to mint and purchase NFTs on the Platform. We will not verify any User’s rights, authorisations, and permissions to mint and purchase NFTs on the Platform and we will not be responsible or liable for any acts or omissions of any User.
9.2 We do not provide advice. NFTs are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Platform should be interpreted or relied on as financial advice to you or any other person.
9.3 We do not make any warranties in respect of the Platform. The Platform and the Digital Art made available for minting the NFTs are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Platform will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Platform will meet your expectations; (c) NFTs will always be available for minting and purchase on the Platform or that any specific NFTs will be available ; and (d) the content on the Platform will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Platform and any content on the Platform (including any NFTs). This does not affect any warranties that cannot be excluded or limited under applicable law.
9.4 Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Platform and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed GBP £100. The limitations and exclusions of liability in this section 9.4 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
9.5 Your liability to us. You agree to indemnify us (i.e. reimburse us in full) to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of the Platform, including any transactions made by you using the Platform; (b) your breach of these terms; and (c) infringement by you of any third-party rights (including intellectual property rights).
10 Other important terms
10.1 No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.2 Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
10.3 Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
10.4 Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
10.5 Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
10.6 Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
10.7 Governing law and jurisdiction . These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
Schedule 1 - Standard NFTs Terms of Sale
1. About these Terms of Sale and the contract between the Buyer and the Seller
1.1 These Terms of Sale apply to the sale and purchase of NFTs. They also specify the rights to the underlying images and videos ( Digital Art ).
1.2 A legally binding agreement incorporating these terms will come into existence between the seller of the NFT ( Seller ) and the buyer of the NFT ( Buyer ) when the Buyer’s offer is accepted by the Seller, as determined or confirmed by the marketplace or platform ( Platform ) where the sale is concluded ( Contract for Sale ). No other person will be a party to the Contract for Sale between the Seller and the Buyer.
2. No right to cancel
Due to the irreversible nature of all blockchain transactions and, and the fact that the minting/purchase (as applicable) and delivery of the NFT takes place immediately and is irreversible, the Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.
3. Payment and the delivery of the NFT
3.1 As a pre-condition to the purchase of the NFT, the Buyer must:
3.1.1 make a payment in full in any nominated digital currency or via any other nominated payment method (as specified on the Platform) to the digital wallet address or bank account nominated by the Seller, and in the amount stated on the Platform at the time of the acceptance of the Buyer’s offer by the Seller ( Purchase Price ); and
3.1.2 provide the Seller with its digital wallet address by linking its wallet with the Platform or by any other means specified by the Platform . The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.
3.2 The Seller will transfer the NFT to the digital wallet address provided or specified by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the NFT and receipt of the Purchase Price from the Seller.
3.3 In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the NFT to the Seller by transferring it back to the wallet address of the Seller.
4. Right to use the Digital Art
4.1 The Buyer acknowledges that the transfer of the NFT to the Buyer under section 4.1 of these Terms of Sale does not transfer the ownership of the underlying Digital Art. Instead, the Seller hereby grants to the Buyer, with effect from the moment of transfer of the NFT to the Buyer a worldwide, perpetual, irrevocable (subject to any breach by the Buyer of section 4.3 or the restrictions set out in section 5), exclusive, transferable, royalty-free licence to use and display the Digital Art, for as long as the Buyer owns the NFT, for personal purpose, with no right to commercially exploit, reproduce, display, distribute, prepare derivative works based on the Digital Art or part of it.
4.2 All rights of the Buyer to use the Digital Art set out in section 4.1 will terminate immediately upon the transfer of the NFT by the Buyer to a third party, subject to these Terms of Sale and any other applicable terms.
4.3 The Buyer acknowledges and agrees that in the case of any onward sale of the NFT, the licence to the Digital Art must be on the same terms as set out in these Terms of Sale, including the restrictions specified in section 5. Any sale of the NFT which purports to modify the terms of the licence or the restrictions on use of the Digital Art will result in the automatic termination of the licence to the Digital Art.
5. Restrictions on the use of the Digital Art
5.1 The Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:
5.1.1 trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Art;
5.1.2 take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Digital Art, or contravene the moral rights of the creator of the Digital Art;
5.1.3 use the Digital Art in connection with any illegal activities;
5.1.4 create any financial instrument or derivative product based on the NFT; or
5.1.5 use the Digital Art in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring the Seller into disrepute.
5.2 Any use in breach of the restrictions set out in section 5.1 or in breach of the conditions on the right of use set out in section 4.1 will result in the automatic termination of the licence to use the Digital Art granted under section 4.1.
6. Governing law and jurisdiction
6.1 This Contract of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.