Create Login
×

Terms and Conditions

LAST UPDATED – 8 DECEMBER 2021

Welcome

Welcome to the website of Club Virtual Pty Ltd (ACN 653 514 231) ("we", "us", “Company” or "CV"). CV is an Australian NFT marketplace, representing Australian and Non-Australian global artists, designers, photographers, videographers, musicians, sports people and other original content rights holders, including facilitating partnerships with influencers, brands, marketeers, event organisers and complementary digital artists to design, release, market and sell official, exclusive and limited-edition non-fungible token (“NFT” or “Digital Artwork”) collections and one- of-a-kind drops (“the CV Services”).

Our website is located at www.clubvirtual.io and includes all the files located in that domain ("the Site").

1.      AGREEMENT TO THESE WEBSITE TERMS AND CONDITIONS OF USE

1.1     By accessing the Site, using the CV platform (“the Platform”) and/or buying, or creating or minting or selling NFTs on the Platform, including but not limited to:

  • using the Site and the Platform’s features and functionalities;
  • participating in marketing (including the publication and dissemination of NFT collection and drop information within the Site and the Platform);
  • accessing the Site, the Platform and their user interfaces; and
  • communicating with other third parties;

you (“User” or “you”) agree to be bound by these terms and conditions of use (“Terms”).

1.2     These Terms constitute a binding legal agreement between you (and your agents and nominees) and CV (and its agents and nominees) and sets forth your rights and obligations with respect to the use of the Site and the Platform. The Terms govern your use of the Site and the Platform and your continued use of the Site and the Platform constitutes your acceptance and acknowledgment of these Terms.

1.3     Please read these Terms carefully before accessing or using the Site and/or the Platform. If you do not agree to these Terms, please do not access the Site and/or the Platform.

Privacy Policy

1.4     As part of these Terms, your use of the Site and/or the Platform is also subject to our Privacy Policy (located at http://www.clubvirtual.io/privacy-policy) that are incorporated by reference into these Terms.

Legal capacity to transact

1.5     If you are under 18 years of age, you cannot create an account through the Site and/ or use that account to access the Platform. By using this Site and the Platform, you represent and warrant to CV that you are over the age of 18 years. Should CV suffer any damage or other losses as a result of a transaction entered into by a minor, we reserve the right to seek compensation for such losses from his/her parents or guardians.

1.6     CV may, in our sole discretion, refuse to allow access to the Platform, including by blocking access to any account created by any user, to any person or entity and we may change our eligibility criteria at any time.

2.     USER ACCOUNT

2.1     In order to use the CV Services on the Platform, you must register an account on the CV Site by connecting via your digital wallet. In creating an account, you acknowledge and agree that:

  • all information you provide is accurate, current and complete information about yourself;
  • you will maintain and update your account information where required to ensure that it remains accurate, current and complete;
  • you are at all times responsible for the security of your account and you will notify CV immediately of any breach of security, loss, theft or unauthorised use of your account. CV shall not be liable for any such breach of security, loss, theft or unauthorised use;
  • you will only create one account and CV may suspend and/or block any account it suspects may be multiple accounts of the same user; and
  • where CV has suspended and/or blocked any account, you will not create another account without our express written consent.

2.2     You acknowledge and agree that CV may, in its sole discretion, request additional information relating to your account in any circumstances, including, but not limited to:

  • the additional information is requested by any government authority;
  • CV reasonably believes that your account is being used for any form of illegal activity;
  • CV reasonably believes that you have provided any false information; and
  • CV reasonably believes that any transaction effected on the Platform through your account was effected in breach of these Terms or any applicable law;

and, we may, at our discretion, suspend or block your account and/or put on hold or cancel any transaction on your account until such additional information is provided and accepted by CV in satisfaction of any of our concerns.

2.3     By providing us with personal information in creating an account, you agree to the terms of our Privacy Policy and expressly consent to the collection, use and disclosure of your personal information in accordance with the Privacy Policy.

3.     YOUR CONDUCT AND USE OF THE SITE AND/OR PLATFORM

3.1     You agree to use the Site and the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.

3.2     In these Terms, the term “Proprietary Content” means:

  • the Site and the Platform;
  • all of the content of the Site and the Platform, including all of the text, graphics, designs, software, data, sound and video files and other information contained in the Site and the Platform, and the selection and arrangement thereof; and
  • all software, systems and other information owned or used by CV in connection with the Site and the Platform.

3.3     You acknowledge and agree that all Propriety Content is the property of CV or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Terms or with the prior written consent of CV or any other copyright owner (as applicable).

3.4     You may download and print out content from the Site and the Platform only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices. The foregoing does not give you any ownership of, or any other intellectual property interest in, any content retrieved from the Site and/or the Platform and may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability.

3.5     You acknowledge and agree that you will not:

  • use any device, routine or software that interferes, or attempts to interfere, with the proper working of the Site and the Platform;
  • engage in any action that requires, or may require, an unreasonable or excessively large load on our Site and Platform;
  • use the Site and/or the Platform to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
  • use this Site and/or Platform to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
  • use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of this Site and/or the Platform;
  • use the Site and/or the Platform to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
  • interfere with the display of any advertisements appearing on or in connection with the Site and/or the Platform;
  • reverse engineer, decompile, disassemble, adapt, modify, translate, frame or reformat any of the material contained on the Site and/or the Platform;
  • exploit the Site and/or the Platform for any unauthorised commercial purpose, including accessing or using the Site and/or the Platform for the purpose of creating a product or service that is competitive with any of the CV Services:
  • remove any copyright, trademark or other intellectual property right contained in or on the Site and/or the Platform or any part of it;
  • use the Site and/or the Platform to transmit any information or material that is, or may reasonably be considered to be:
    • abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
    • libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
    • infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
    • in breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
    • in breach of any person’s privacy or publicity rights;
    • a misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
    • in violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so; and
    • likely to bring CV or any of its agents or nominees into disrepute.

3.6     Without limitation of any other remedies available to CV at law or in equity, CV reserves the right to, without notice:

  • temporarily or indefinitely suspend, or terminate, your access to the Site, the Platform and your account or refuse to provide the CV Services to you if:
    • you breach any provision of these Terms;
    • CV is unable to verify or authenticate any information that you provide to us; or
    • CV believes that your actions may cause damage and/or legal liability to CV, any of the Platform’s users or any other person; and
  • remove or block access to any information and/or materials (in whole or in part) that CV, at its sole and absolute discretion, regards in any way to be objectionable or in violation of any applicable law, any person’s intellectual property rights or these Terms.

4.     THE PLATFORM

4.1     CV is a platform, and is not a broker, financial institution, creditor, information bureau  or advisory service and as such does not offer any legal, financial, commercial or any professional advice.

4.2     By using our Site and the Platform, you acknowledge and agree that any information published on our Site and the Platform is not a substitute for any due diligence that you need to conduct.

4.3     Notwithstanding any suggestions of verification by CV, we make no claims about the identity, legitimacy or authenticity of assets on the Platform.

Property of CV

4.4     You acknowledge and agree that CV owns all legal right, title and interest in and to all elements of the Platform, including, but not limited to the graphics, design, systems, methods, information, computer code, software, content, source code and data, all of which are the intellectual property of CV and/or its licensors.

4.5     Except where expressly outlined in these Terms, you acknowledge and agree that your use of the Platform does not grant you ownership of or any rights with respect to any elements of the Platform that you access. We reserve all rights in and to the Platform not expressly granted to you in the Terms.

4.6     The Club Virtual name and logos are the property of Club Virtual Pty Ltd (ACN 653 514 231). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks or property of their respective owners who may or may not endorse or be affiliated with or connected to CV. Nothing in the Terms or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of CV marks or property displayed on the Platform, without our prior written consent in each instance. All goodwill generated from the use of CV property will inure to our exclusive benefit.

MetaMask

4.5     In order to use the features of the Platform, you must use either the Google Chrome, Firefox, Edge or Brave web browser and install a Platform supported electronic wallet.  An electronic wallet, such as Metamask, will allow you to create and mint NFTs, purchase, store and engage in transactions using the various cryptocurrencies, such as ETH, which are supported by the Platform.

4.6     Your electronic wallet must be connected and unlocked to enable you to create, sell and/or purchase NFTs through the Platform.

Artist Use

4.7     Artists who have their Digital Artwork minted as an NFT and listed on the Platform are bound by these Terms. Failure by the Artist to use the Platform in accordance with these Terms may result in CV, in its absolute discretion:

  • suspending or removing the Artist’s account on the Site and/or Platform;
  • removing the Artist’s permissions on Smart Contracts;
  • delisting the Artist’s NFTs on the Platform; and/or
  • requiring the Artist to pay monetary damages.

Purchasing an NFT

4.8     Any purchases on the Platform are made in the Platform supported cryptocurrencies, are managed and confirmed via either the Ethereum or Binance Smart Chain blockchain (or any other subsequently supported Platform blockchains), and you acknowledge and understand that your Ethereum or Binance public address will be made publicly available when you engage in any transaction on the Platform.

4.9     You acknowledge and agree that any offer made for any NFT constitutes a legally binding offer which may or may not be accepted.

4.10    A user of the Platform may purchase any NFT listed on the Platform in one of four ways, by either:

  • making an offer directly to the owner of the NFT; or
  • bidding on the NFT through an auction; or
  • accepting the fixed asking price set by the owner of the NFT; or
  • accepting the going price in a declining price / Dutch auction sale.

4.11    By making an offer or bidding on any NFT through an auction / Dutch auction, the buyer agrees to temporarily send and lose control over the amount of offered cryptocurrency to a Smart Contract, which temporarily holds the offered amount until the offer is accepted by the owner of the NFT, or a higher offer or bid is received (as is applicable based on the auction selling method), or the offer is revoked. For the avoidance of doubt, once a bid is made in an auction, it may not be revoked under any circumstances.

Smart Contracts

4.12    All transactions on the Platform are initiated and transacted through one or more Smart Contracts. Smart Contracts are self-executing contracts that facilitate the offer, acceptance of the offer, or other confirmation to purchase, sell, bid on, list or transfer an NFT on the Platform.

4.13    You hereby acknowledge and agree that transacting through a Smart Contract will be at your complete risk and agree to be bound by any initiation, interaction, transaction and/or engagement with any Smart Contract on the Platform.

4.14    You acknowledge and agree that all fees, commissions and royalties are transacted directly through one or more Smart Contracts on the relevant blockchain platform and that you will thereby be bound by the Smart Contracts’ execution and distribution of the fees, commissions and royalties.

4.15    You hereby consent to any automated collection and disbursement to Artists of any royalties that may be owed to the Artist. For the avoidance of doubt, where royalties are owed to an Artist for subsequent sales of any artwork, the buyer will be made aware,  through details being displayed on the Platform, of the subsequent royalty arrangement.

Fees and Gas

4.16    The buyer hereby agrees and acknowledges that any fees, commissions and royalties will be automatically processed by a Smart Contract on the Platform. The buyer consents to and agrees to be bound by the automatic execution and distribution of the fees, commissions and royalties.

4.17    CV does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Platform. Users irrevocably releases, acquits, and forever discharges CV and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market / off-Platform transaction.

4.18    The buyer hereby acknowledges and agrees that they must pay a gas fee (blockchain processing fee) on any purchase, which fee is non-refundable under any circumstances. The buyer further acknowledges and agrees that gas fees are liable to change and under no circumstances will a transaction on the Platform be invalid on the basis that the gas fee for that transaction was unknown or too high.

Tax

4.19    The buyer acknowledges that it must pay any, and all duties, taxes, levies, charges, imposts, fees, deductions, GST or capital gains tax imposed by any government authority associated with its use of the Platform.

5.     OWNERSHIP OF NFTs

Artist Rights & Obligations

5.1     Unless otherwise stated in writing, the Artist owns all legal right, title, and interest in all intellectual property rights underlying the Digital Artwork minted by the Artist on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Artist has the right to reproduce, prepare derivative Digital Artwork, distribute, and display or perform the Digital Artwork.

5.2     The Artist hereby acknowledges, understands, and agrees that selling an NFT on the Platform constitutes an express representation, warranty, and covenant that the Artist has not, will not, and will not cause another to sell, tokenize, or create another cryptographic token representing a digital collectible for the same Digital Artwork, excepting, without limitation, the Artist’s ability to sell, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Artist under copyright law.

5.3     The Artist hereby acknowledges, understands, and agrees that listing and minting an NFT on the Platform constitutes an express and affirmative grant to CV, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free licence to make copies of, display, perform, reproduce, and distribute the Digital Artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to CV, including without limitation, the express right to: 

  • display or perform the Digital Artwork on the Platform, a third-party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; 
  • create and distribute digital or physical derivative Digital Artwork based on the Digital Artwork; 
  • indexing the Digital Artwork in electronic databases, indexes, catalogues; and 
  • hosting, storing, distributing, and reproducing one or more copies of the Digital Artwork within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

5.4     Artists expressly represent and warrant that their Digital Artwork listed on the Platform contain only original content otherwise authorised for use by the Artist, and does not contain unlicensed or unauthorised copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorised for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use, the Artist further represents and warrants that it has permission to incorporate the unoriginal content.

5.5     In accordance with the copyright law of Australia and other applicable law CV has adopted a policy of terminating, in appropriate circumstances and at CV’s sole discretion, Users who are deemed to be repeat infringers.  CV may also at its sole discretion limit access to the Platform and/or terminate the access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. 

5.6     Artists expressly agree to refund to the buyer and/or CV the entire portion of consideration and fees received from the sale of a Digital Artwork that was subsequently removed from the Platform pursuant to a copyright infringement notice/request. CV will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under Australian copyright law or other applicable law.

User Content Transmitted Through the Platform

5.7     With respect to the content, Digital Artwork, or other materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant CV and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable licence to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

5.8     Artists, buyers, and all Users expressly agree to cooperate and timely respond to CV’s investigations, requests, and inquiries related to any copyright disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon CV’s request for NFTs that have been permanently removed from the Platform pursuant to a valid copyright infringement notice, or that are otherwise alleged to be infringing.

Buyer’s Rights

5.9     All buyers acknowledge and agree that, following the purchase of any NFT on the Platform, they do not have any legal ownership right, or title to any copyrights, trademarks or other intellectual property rights to the underlying artwork to any NFT. All copyrights and intellectual property rights in the underlying artwork shall remain vested in the Artist, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform and to distribute the Artworks.

5.10    Following the purchase of an NFT on the Platform, the buyer may display or perform the NFT publicly or privately for the purposes of promoting, sharing, discussing or commenting on the buyer’s purchase, ownership or interest in the NFT.

5.11    Following the purchase of an NFT on the Platform, the buyer may display or perform the NFT on:

  • third party platforms in association with an offer to sell or trade the NFT; and
  • within decentralised virtual environments (including other NFT marketplaces, virtual or physical galleries and virtual or physical museums).

5.12    The buyer acknowledges and agrees that it may not, nor permit any third party, without the prior written consent of CV:

  • make “commercial use” of any underlying artwork to the NFT including by selling the copies of, access to the artwork or otherwise commercially exploiting the artwork;
  • modify, distort or modify the artwork in a way which would be prejudicial to the Artist’s interests;
  • use the artwork to advertise, market or sell any third-party product or service;
  • use the artwork in connection with any form of media that depicts hatred, intolerance, violence, cruelty or anything else that may be considered hate speech;
  • sell, distribute for commercial gain, or otherwise commercialise merchandise that includes the artwork;
  • attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the artwork;
  • attempt to mint an NFT representing the same artwork; and
  • falsify, misrepresent, or conceal the ownership of the artwork or the NFT.

6.     COPYRIGHT

6.1     If you believe that our Site or the Platform contains any material or NFTs that infringes upon any copyright that you hold or control, or that users are directed through a link on the Site or the Platform to a third-party website that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing.

6.2     Such notification should identify the works that are allegedly being infringed upon and the allegedly infringing material and give particulars of the alleged infringement. In response to such a notification, we will give a written notice of a claim of copyright infringement to the provider of the allegedly infringing material or NFT.

6.3     If the provider/User/Artist of that material or NFT does not respond to us in writing denying the alleged infringement within 14 days after receipt of that notice, we will remove or block the allegedly infringing material or NFT from the Site or Platform as soon as is reasonably practicable.
If the provider of that material responds to us in writing denying the alleged infringement, we will, as soon as is reasonably practicable, send a copy of that response to the original notifying party. If the original notifying party does not, within a further 14 days, file an action seeking a court order against the provider of the allegedly infringing material, we may restore any removed or blocked material or NFTs at our discretion. If the original notifying party files such a legal action, we will remove or block the allegedly infringing material or NFT pending resolution of that legal action.

DISCLAIMER OF WARRANTIES

7.1     The Site and Platform is provided strictly on an “as is” basis. To the maximum extent permitted by law, CV and its officers, employees, agents, consultants, licensors, partners and affiliates make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Site and/or Platform or any of the content of the Site and/or Platform. In particular, CV and its officers, employees, agents, consultants, licensors, partners and affiliates do not represent, warrant or guarantee that:

  • the use of the Site or the Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
  • the Site and/or the Platform will meet your requirements or expectations;
  • anything on the Site, the Platform or any third-party website referred or linked to in the Site or the Platform, is reliable, accurate, complete or up to date;
  • the quality of any NFTs purchased through the Site or the Platform will meet any particular requirements or expectations;
  • errors or defects will be corrected; or
  • the Site, the Platform or the servers of the Site or the Platform that make it available are free of viruses or other harmful components.

7.2     Certain features on the Platform may be offered while still in “beta” form (“Beta Platforms”). CV will utilise best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a “Beta” version and made available on an “as is” or “as available” basis. The Beta Platforms may contain bugs, errors, and other problems. You assume all risks and all costs associated with your use of the Beta Platforms, including, without limitation, any internet access fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.

7.2     CV makes no representation, warranty or guarantee as to the value or title of any NFT purchased on the Site or the Platform. You acknowledge and agree that:

  • CV are not the custodians of any NFTs on the Platform and that the Smart Contracts do not give CV custody, possession or control of any NFT or cryptocurrency at any time for the purpose of facilitating transactions on the Platform;
  • the value of any NFT purchased on the Site or the Platform is subject to change, including due to fluctuations in the price of blockchain assets and the impact of regulatory or legislative actions or policies which could hinder the development or success of the Platform; 
  • Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilise experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralised or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchains (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or digital artwork, or lost opportunities to buy or sell digital artwork; and
  • any NFT purchased on the Site or the Platform may be encumbered by copyright or trademark claims against them.

8.     LIMITIATION OF LIABILITY

Exclusion of liability

8.1     To the maximum extent permitted by law, you agree to exclude all liability to CV and its officers, employees, agents, consultants, licensors, partners and affiliates (whether arising in contract, negligence, tort, equity, statute or otherwise, and for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, these Terms or the use of this Site and/or the Platform by you or any other person.

8.2     CV and its officers, employees, agents, consultants, licensors, partners and affiliates will not be held liable for:

  • any loss or damage caused by your use of the Site and/or the Platform, including where that damage has been caused by:
    • another user’s violation of the Terms; and
    • cyber-attacks, unexpected surges in activity or any other technical difficulties that may cause delays on the Site or the Platform;
  • any loss or damage caused by your use of the Platform’s supported blockchains, your selected electronic wallet or any other form of blockchain or cryptocurrency, including where that damage has been caused by:
    • user error, such as forgotten passwords or incorrectly construed smart contracts;
    • server failure or data loss;
    • corrupted wallet files; and
    • unauthorised access or activities by third parties, including but not limited to the use of viruses, phishing, trojan horses or any other means of cyber-attack against the Site or the Platform.

8.3     Notwithstanding the above, where exclusion of liability is not permitted by law, the liability of CV, its officers, employees, agents, consultants, licensors, partners and affiliates will be limited to the total amount we have received in fees from you in the preceding twelve (12) months to the date of the claim.

8.4     You agree that you are solely responsible for your interactions with any other users in connection with the Platform and CV will have no liability or responsibility with respect thereto.  CV reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

9.     ASSUMPTION OF RISK AND INDEMNITY

9.1     You acknowledge and agree that you understand and accept any and all risk in your use of the Site and the Platform, including, but not limited to, the risks associated with:

  • any and all cryptographic systems such as smart contracts, blockchains, NFTs and electronic wallets;
  • the Platform, including the potential for interruptions, delays and failure arising from technical difficulties, including those resulting from sophisticated cyber- attacks; and
  • trading digital assets, including the financial and intellectual property risks surrounding the creating, buying, selling and trading of those assets.

9.2     In accepting the risks as contemplated above, you agree, to the maximum extent permitted by law, to indemnify and hold harmless CV and its officers, employees, agents, consultants, licensors, partners and affiliates from and against any losses, liabilities, costs, expenses or damages (including actual, special, indirect and consequential losses or damages of every kind and nature, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):

  • any material or information that you submit, post, transmit or otherwise make available through this Site and the Platform;
  • your use of, or connection to, this Site and the Platform; or
  • your negligence or misconduct, breach of these Terms or violation of any law or the rights of any person.

10.     GENERAL

Interpretation

10.1     In these Terms, the following rules of interpretation apply:

  • headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in these Terms;
  • These Terms may not be construed adversely against CV solely because CV prepared them;
  • the singular includes the plural and vice-versa;
  • a reference to a "person" includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; 
  • a reference to a User or user includes an Artist or artist or creator; and
  • the meaning of general words is not limited by specific examples introduced by "including", "for example", "in particular" or similar expressions.

Notifications

10.2    CV may provide any notification for the purposes of these Terms by email.

Costs

10.3    Except as specifically provided in these Terms, each party must bear its own legal, accounting and other costs associated with these Terms.

Assignment

10.4    You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without CV’s prior written consent.

10.5    CV may assign, transfer or sub-contract any of its rights or obligations under these Terms at any time without notice to you.

Third Party Rights

10.6    The agreement set out in these Terms are between you and us and no other person shall have any rights to enforce any of its terms.

No waiver

10.7    Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by CV to act with respect to a breach by you or others does not waive CV’s right to act with respect to that breach or any subsequent or similar breaches.

Severability

10.8    The provisions of these Terms are severable and, if any provision of these Terms is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.

Variation

10.9    CV reserves the right to amend these Terms and any other policy on the Site or the Platform and/or any Smart Contract at any time in its sole discretion and any such changes will, unless otherwise noted, be effective immediately. Your continued usage of this Site will mean you accept those amendments. We reserve the right, without notice and at our sole discretion, to change, suspend, discontinue or impose limits on any aspect or content of this Site or the Products offered through this Site and/or Platform.

10.10   You may only vary or amend these Terms by written agreement with CV.

Entire Agreement

10.11   These Terms set out the entire agreement between you and us in respect of your use of our Site and the Platform

Governing law and jurisdiction

10.12   These Terms will be governed in all respects by the laws of the state of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and the courts of appeal from them.