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Terms and Conditions
These Terms and Conditions (“Terms”) describe the rules governing your use of this site fungiblefungi.xyz, (“site”), the NFTs and the Artworks, and form a binding agreement which you agree to enter into with us when visiting our site or when purchasing and/or selling the NFTs (through our site or on the secondary market, as applicable).You may not use this site, the NFTs, and the Artworks associated with the NFTs for any illegal or unauthorised purpose nor may you, in the use of the NFTs and the Artworks associated with the NFTs, violate any laws in your jurisdiction (including but not limited to copyright laws).
Any connected services included in this site are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. We do not guarantee that our site, or any 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 site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may amend these terms from time to time. Every time you wish to use our site, or the Artworks in accordance with the Holder Licence or the Community Licence, please check these terms to ensure you understand the terms that apply at that time.
These terms were most recently updated on 07/04/2022
We may transfer our rights and obligations under these Terms to another organisation. We will always try to tell you in writing before it happens.1. Who can access the site?
Our site is directed to people residing in jurisdictions where the purchase of cryptoassets (including NFTs) is not prohibited. We do not represent that cryptoassets and content available on or through our site is appropriate for use or available in your location. By agreeing to these Terms, you represent that you are at least 18 years old.
2. Definitions
The following definitions will be used throughout the Terms:“Artwork”
refers to a single artwork from the collection of artworks making up the NON-FUNGIBLE FUNGI GENERATIVE collection ( as available at https://opensea.io/collection/nonfungiblefungi), the NON-FUNGIBLE FUNGI GENESIS collection (as available at https://opensea.io/collection/nonfungiblefungigenesis), the FUNGIBLE FUNGI MINT PASS (as available at https://opensea.io/collection/nonfungiblefungimintpass) , the FUNGI FRENS collection (as available at https://opensea.io/collection/fungifrens), and future collections of artworks issued by us representing a unique FUNGI character (“FUNGI”), or otherwise representing content associated with the FUNGI and forming part of the Non-Fungible Fungi Project.“Community Licence”
refers to the intellectual property licence provided to the Holders, as described in section 7 of these Terms.“Holder Licence”
refers to the intellectual property licence provided to the Holders, as described in section 6 of these Terms.“Holder”
refers to the holder of an NFT.“End Users”
refers to the users of the site."NFTs"
each, 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 (as set out in these Terms) vested in the Holders, associated with an instance of an Artwork.“Non-Fungible Fungi Project”
The ecosystem of products, services, and experiences we are building for, around and including the Fungi!“Initial Sale”
refers to the first sale of NFTs through the site."Intellectual Property"
means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, 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."Mint"
refers to the successful submission of a request through an eligible Wallet, for the creation of a new block of information on a distributed ledger (the Ethereum Network), to a self-executing software (the Smart Contract), for the purposes of creating a new NFT recorded against the unique identifier of the Wallet from which the request is submitted."Royalties"
refers to the amount of fees applied by the Smart Contract to the transfer of NFTs (for value) from a current Holder to a new Holder, which is automatically transferred by the Smart Contract to the Company."Secondary Sale"
in respect of each NFT, the subsequent re-sale of the NFTs on the secondary market (whether on or outside of the Marketplace) whereby an NFT is transferred from a current Holder to a new Holder."Smart Contract"
the transaction protocol governing the Minting and the transfer of 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).Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.3. What is the site used for?
This site is for informational purposes and for the purposes of carrying out Initial Sales of NFTs.4. Your Purchase
Provided you meet the criteria for the relevant issuance (as set by us in accordance with our full discretion), accessing the site during an Initial Sale will provide you with the ability to purchase the right to Mint one or more NFTs. Please note that, once deployed, we have no control over the Smart Contract, nor over the Gas Fees you would incur in when submitting your request to Mint the NFT/s to the network. Payment for the right to Mint is made in ETH (being the cryptographic currency on the Ethereum Network). Therefore, please be aware that transactions in cryptographic currency may be irreversible and that, accordingly, and funds paid to an incorrect recipient may not be recoverable.5. What do you get
When you successfully purchase and exercise the right to Mint resulting in the NFT being attributed to your Wallet, what you actually purchase is the cryptographic asset recorded on the Ethereum Network, rather than the Artwork that is associated with it, together with the Holder Licence. Purchasing the NFTs does not grant you ownership of the Artwork, nor the Intellectual Property over the Artwork or the Materials. However, we do believe in Web3 and, therefore, subject to these Terms, we do provide the Holders with an uncapped licence to use the Artworks associated with their NFTs for commercial purposes (see the next section).6. Holder Licence
Your purchase of an NFT during the Initial Sale comes with a sole licence to use the Artwork associated with your NFT for commercial purposes, including to create certain derivative works based on such Artwork (“Holder Licence”). The Holder Licence is uncapped, meaning that there is no limit to the amount of revenue you may generate using the Artwork that is associated with your NFT, for as long as you remain the Holder of that NFT. We are committed to building a thriving community around sustainable value. Therefore, please refrain from using the Artwork (i.e. the Artwork that is associated with your NFT) in connection with any immoral and/or unlawful purpose, or in a manner capable of bringing our reputation (or the reputation of our project and/or community) into disrepute. The Holder Licence covering an Artwork shall automatically cease and be deemed revoked as soon as that Artwork is used for or in connection with an immoral and/or offensive purposes, or in a manner that is otherwise damaging to the Non-Fungible Fungi Project and its community. The Holder Licence transfers together with the NFT, therefore you must stop using the Artwork associated with the NFT you hold upon transfer. Please refer to the section titled “Transfer of NFTs” for more information on the effect of transfers on the Holder Licence. Importantly, please note that we retain the right to use all Artworks to promote the project and incorporate any Artwork (including yours) in future initiatives. Any such initiative will focus on increasing awareness around the project, providing our collectors with value, and promoting the overall success of the community you are now a part of.7. Community Licence
Our focus is that of facilitating access to the Non-Fungible Fungi Project and grow of our community. We do not want to exclude anyone that resonates with our values based on their economic ability. Therefore, subject to the conditions set out in this section, we also provide a non-exclusive, revokable, limited licence to non-Holders to access, display and use any of the Artworks for NON-COMMERCIAL PURPOSES (“Community Licence”). The non-commercial use of the Artworks allows, amongst other things, for the creation of new content incorporating the Artworks such as memes and other forms of media content. However, please note that you may not commercialise the Artwork/s nor any adaptation you create incorporating the Artworks, for so long as any such adaptation incorporates an Artwork or part of an Artwork. For the avoidance of doubt, you may NOT use an Artwork, or part of an Artwork, in association with the creation of a new non-fungible cryptoasset.8. Transfer of NFTs
All transfers (including the sale) of the 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 NFT and the new Holder in receipt of such NFT. You may transfer and/or sell the NFTs using reputable marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the NFTs, provided that the transfer of the NFTs through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the NFTs. You shall not transfer the NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the NFTs, including any use intended circumvent the application of Royalties. The Holder Licence transfers together with the NFT. Therefore, if you transfer ownership to a new Holder, you will stop benefitting from the rights granted under the Holder Licence as these would transfer to the new Holder of the NFT being the new subject benefitting from the Holder Licence. You shall cease immediately any use (whether commercial or not) of the Artwork associated with the transferred NFT upon transfer.9. What is NOT granted to you under the Holder Licence and the Community Licence
We retain all rights to the logos we use and all other Intellectual Property relevant to the Non-Fungible Fungi Project (“Materials”). You have a limited right to use such Materials as they are incorporated in the Artwork associated with your NFT (if and where applicable), but this is limited to using them only to the extent necessary to reproduce the Artwork, and result in an unaltered reproduction of the Materials. You shall not use the Materials, whether for commercial or non-commercial purposes, for any other purpose.10. NFTs are NOT Intended as Investments
Please be aware that the NFTs are only intended and offered as collectibles, and that the NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over the project or the Company. Note that the NFT market is highly volatile, and that your NFT may lose all value.11. What are you responsible for?
As a Holder, you are solely responsible for the safety of the NFTs that are attributed to your Wallet, including the proper management and safety, including the implementation of relevant security measures, of any Wallet used to store the NFTs. As mentioned throughout these Terms, 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 entirely responsible for any tax liability which may arise out of or in connection with the Mint, use and/or transfer (including the sale) of the NFTs and/or the use (whether commercial or not) of the Artworks associated with your NFTs.12. Linking to our site
You may not frame our site on any other site, 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 agreed to it in writing). We reserve the right to withdraw the linking permission without notice.13. External links
Where our site contains links to other sites 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 site s or information you may obtain from them. We have no control over the contents of those sites or resources.14. Disclaimer
You hereby agree that we (and any of our affiliates) shall not 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 NFTs; (d) any malicious act carried out by bad actors resulting in your loss of the NFTs; (e) any product, service, or experience designed by third-parties accessible through the use of the NFTs (regardless of whether such offering is offered with or without our permission); (f) any use of the Holder Licence or the Community Licence that is not made in accordance with the Terms; and (g) any use of the NFT and/or the Holder Licence or the Community 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 NFTs and the Artworks associated with the NFTs, including the availability of the Artworks and the NFT, particularly where the Artworks and/or the NFTs become unavailable due to a failure of the Ethereum Network, the marketplaces and platforms through which you display the Artworks associated with your NFTs, and/or any other infrastructure on which the NFTs and the Artworks rely on for the proper functioning. Our maximum aggregate liability (whether under contract or tort) shall be £250.15. 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.16. Governing law and Jurisdiction
The Terms represent and agreement between you (in your capacity of 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.To contact us in relation to the Terms, please email contact@fungiblefungi.co.uk.
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