Terms of Service
Chimpers Collectible Cards App - Terms of Service
Last Revised: August 12, 2024
1. Introduction and Acceptance of Terms
By accessing or using the App, you confirm that you understand and agree to be bound by all of these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to accept these Terms on that entity’s behalf. If you do not have such authority, or if you do not accept all of these Terms, you are not permitted to use the App.
1.1 Service Terms
Your use of the Chimpers Collectible Card App or any other services provided by us, including on our website, is governed by these Terms. In the future, if any NFTs are issued with unique terms (such as through collaborations or special editions), these specific terms will be communicated clearly at the time of purchase and will take precedence over these general Terms solely with respect to those specific NFTs.
2. Eligibility
You must be at least 18 years old to use our Services. By using the App, you affirm that you are of legal age to enter into these Terms. The App is not available to any users previously prohibited by law or under these Terms from accessing the Services.
2.1 Age and Authority
If you are an individual, you must be 18 years of age or older to purchase or acquire lawful ownership of a Chimpers NFT. If you are an entity, the individual agreeing to these Terms must have the legal authority to bind the entity. We may require proof of age and identity to verify compliance with this section.
2.2 Restricted Parties
You represent and warrant that neither you nor any of your affiliates or owners are associated with any entity or individual listed on any U.S. or U.K. government sanctions list, including those maintained by the Office of Foreign Assets Control (OFAC) or similar authorities. You also confirm that you are not a resident in any country or jurisdiction that is subject to U.S. or U.K. embargoes.
3. Use of the App
3.1 Electronic Wallet Set-Up
To use the App effectively, a Base-supported wallet will be automatically set up for you when you create a login with your email. This wallet will enable you to purchase, store, and trade NFTs ("Cards") that you acquire via the App.
3.2 Public Address Visibility
Your Base Network public address will be publicly visible whenever you engage in a transaction on the App. This transparency is inherent to the blockchain and allows for the verification of ownership and transaction history.
3.3 Wallet Security
You are solely responsible for the security of your wallet and account. We strongly recommend safeguarding your wallet credentials, as we cannot assist with any loss or damage arising from unauthorized access or hacking incidents.
3.4 Blockchain Forks and Technical Errors
In the event of a blockchain fork, where the Base Network is split into two or more branches, the licenses granted under these Terms will only apply to the owners of NFTs recorded on the mainnet version of the Base Network that is recognized as the legitimate successor by the blockchain industry (as determined in our sole discretion). We reserve the right to decide whether to support NFTs on any branch of a forked blockchain.
If a technical error affects the smart contract associated with your NFT, we reserve the right to issue a new NFT linked to the same content, in which case the license to the original NFT will automatically transfer to the newly issued NFT.
4. Purchasing and Ownership
4.1 Purchasing Cards
The App allows you to purchase digital collectible cards ("Cards"), which are NFTs on the Base Network. Our initial drops will include single-card packs ("Packs"). Each Pack contains one Card, and the details of the drop, including the type and scarcity of Cards, will be communicated prior to purchase. You understand that by purchasing a Pack, you are buying a digital collectible whose value is inherently subjective.
4.2 Ownership of NFTs
When you purchase a Card, you own the underlying NFT. This ownership allows you to sell, trade, or otherwise transfer the NFT within or outside the App, subject to these Terms. However, ownership of the NFT does not confer ownership of the intellectual property ("IP") associated with the Card’s content (e.g., Chimpers and other brand content). Your rights to the IP are limited to a non-exclusive, non-transferable, and revocable license as described below.
4.3 Intellectual Property License
The IP associated with each Card is licensed, not sold, to you. Subject to your compliance with these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable, and revocable license to access, view, and use the content associated with your Card for personal, non-commercial purposes. You may not modify, reproduce, distribute, or create derivative works based on the content, nor may you use the content for commercial purposes without our prior written consent.
4.4 Sublicensing
You may sublicense the rights granted to you under Section 4.3 solely to third parties to enable them to display the content associated with your NFT. Any sublicense must include a provision that the sublicense will automatically terminate if you transfer the NFT to another owner. We are a third-party beneficiary of any such sublicense and may enforce the terms directly against the sublicensee.
4.5 Prohibited Uses
You may not:
Use the content associated with your NFT to create a new NFT, even if solely for personal, non-commercial use.
Use the content in any manner that is unlawful, fraudulent, defamatory, or that infringes on the rights of others, including Chimpers or any of its affiliates.
Modify or create derivative works based on the content without our prior written consent.
4.6 Fractional Ownership
If an NFT is fractionalized into smaller ownership interests, the rights licensed under these Terms do not transfer to each of the fractional owners. Only the owner of all fractionalized interests, or as agreed by all fractional owners, may exercise the rights granted under these Terms.
5. Payment, Fees, and Taxes
5.1 Payment Methods
You can purchase Cards using supported payment methods, including fiat currency and cryptocurrencies compatible with the Base Network. All financial transactions are processed via the Base Network, and we have no control over these transactions or the associated fees.
5.2 Transaction Fees
Every transaction on the Base Network incurs a transaction fee ("Base Fee"). The Base Fee is very low compared to other blockchain networks and covers the cost of running the decentralized network. You are solely responsible for paying any Base Fees associated with your transactions on the App.
5.3 No Refund Policy
All sales of Cards are final and non-refundable. Once you purchase a Card, you assume all risks associated with the transaction, including any potential loss in value.
5.4 Responsibility for Taxes
You are responsible for any and all taxes, duties, and assessments that may apply to your use of the App, including the purchase and sale of Cards. We do not collect or remit any taxes on your behalf, except as required by law. Please consult your local tax advisor for guidance on tax obligations.
6. User Conduct and Prohibited Activities
You agree to use the App only for lawful purposes and in accordance with these Terms. Prohibited activities include, but are not limited to:
Engaging in fraudulent activities or using stolen payment methods.
Using automated systems (e.g., bots) to purchase Cards or manipulate the App.
Engaging in any activities that could harm the reputation of the Company or its licensors.
Modifying or attempting to hack the App or the Base Network.
Reselling Cards on unauthorized platforms.
6.1 Third-Party Content
From time to time, we may collaborate with third parties to create NFTs that include third-party content (e.g., artwork, logos, or other media not owned by Chimpers). Any such content will be subject to additional licenses and restrictions, which will be communicated to you at the time of purchase. You agree to comply with any such additional licenses and understand that any breach of these terms may result in legal consequences.
7. Dispute Resolution and Governing Law
7.1 Arbitration Agreement
All disputes arising out of or in connection with these Terms shall be resolved through binding arbitration in accordance with the Arbitration Act 1996 (UK). The arbitration shall take place in London, UK, and shall be conducted in English. Each party shall bear its own costs associated with the arbitration.
7.2 Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts of England and Wales.
7.3 Class Action Waiver
You agree to waive any right to participate in class action lawsuits, including, but not limited to, any class arbitration or representative actions.
7.4 Opt-Out of Arbitration
You may opt-out of the arbitration provisions within 30 days of acquiring an NFT by providing written notice to team@chimpers.com If you do not opt-out within this period, you agree to be bound by the arbitration terms. However, this does not affect your right to bring a claim in the courts of England and Wales if you are a UK resident.
8. Disclaimers and Limitation of Liability
8.1 Disclaimers
The App and all related services are provided "as is" and "as available" without warranties of any kind, whether express or implied. We do not guarantee that the App will be uninterrupted, secure, or free from errors.
8.2 Assumption of Risk
You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risks of losing access to NFTs due to loss of keys, custodial errors, or blockchain attacks; the volatility of NFT prices; regulatory uncertainties; and the potential for forks in the blockchain that may impact the value or functionality of your NFTs.
8.3 Limitation of Liability
To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the App. Our total liability to you for any claims arising out of these Terms or your use of the App shall not exceed the amount you have paid us in the six months preceding the claim.
8.4 Indemnification
You agree to indemnify, defend, and hold harmless Timpers LTD and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or in connection with your use of the App, your breach of these Terms, or your violation of any rights of any third party.
9. Termination
We reserve the right to suspend or terminate your access to the App at our discretion, with or without cause, and without prior notice. If your account is terminated due to a breach of these Terms, you will not be entitled to any refunds.
10. Modifications to the Terms
We may revise these Terms from time to time, and the most current version will be posted on the App. Your continued use of the App after the posting of revised Terms constitutes your acceptance of the changes. We will provide 30 days' notice before any significant changes take effect. If you do not agree to the revised Terms, you may opt to discontinue your use of the App.
11. Contact Information
If you have any questions about these Terms, please contact us at contact@chimpers.com
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