Terms & Conditions

The Party Animalz Speakeasy Society (P.A.S.S) is a collection of digital artwork non-fungible tokens (NFTs) running on the Ethereum blockchain network. This website is only an interface allowing participants to exchange digital collectibles. Purchasers are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the The Party Animalz Speakeasy Society smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website, you are accepting sole responsibility for any and all transactions involving The Party Animalz Speakeasy Society digital collectibles.

Ownership.

You Own the NFT. Each NFT of The Party Animalz Speakeasy Society is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the underlying NFT, the Art, completely. Ownership of the NFT is mediated entirely by the smart contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any PASS.

Personal.

Use Subject to your continued compliance with these term, The Party Animalz Speakeasy Society grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your PASS / NFT, provided that the marketplace cryptographically verifies each PASS owner's rights to display the Art for their PASS to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your PASS, provided that the website/application cryptographically verifies each PASS owner's rights to display the Art for their PASS to ensure that any owner, current or historic can display the Art, and provided that the Art is no longer visible once the owner of the PASS leaves the website/application.

Commercial Use.

Subject to your continued compliance with these term, The Party Animalz Speakeasy Society grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of The Party Animalz Speakeasy Society (P.A.S.S) NFTs generally, provided that the marketplace cryptographically verifies each PASS owner's rights to display the Art for their PASS to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of The Party Animalz Speakeasy Society generally, provided that the third party website or application cryptographically verifies each PASS owner's rights to display the Art for their PASS to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased PASS leaves the website/application; or (iii) earning revenue from any of the foregoing.

Limitation of Liability.

PURCHASER UNDERSTANDS AND AGREES THAT THE PARTY ANIMALZ SPEAKEASY SOCIETY SHALL NOT BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH PURCHASER OR SUCH THIRD PARTY MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Assumption of Risks.

Purchaser acknowledges and agrees to each of the following:

  1. The prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs may impact the price of any Purchased NFT both positively and negatively. Given such volatility, NFTs such as any Purchased NFT should not be considered an investment. Purchaser assume all risks in that connection.
  2. No information on this website (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this website qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities, or other financial products. Due to the artistic nature of the project, the Digital Collection has not been registered with or approved by any regulator in any jurisdiction. It remains Purchaser's sole responsibility to assure that the purchase of any Purchased NFT and the associated art is in compliance with laws and regulations in Purchaser's jurisdiction.
  3. Purchaser assumes all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Purchaser's wallet.
  4. NFTs, cryptocurrencies, and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for any Purchased NFT. Purchaser understand and accept all risks in that regard.
  5. Purchaser assumes all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum Network.
    1. Indemnification. Purchaser agrees to hold harmless and shall indemnify THE PARTY ANIMALZ SPEAKEASY SOCIETY and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) Purchaser's breach of this Agreement, (ii) Purchaser's misuse of this website, or (iii) Purchaser's violation of applicable laws, rules, or regulations in connection with its access to or use of this website.
    2. Dispute Resolution. All disputes arising out of or in connection with this Agreement, including without limitation Purchaser's access or use of this website, or to any products sold or distributed through this website, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case shall be adjudicated by a single arbitrator and shall be administered by the American Arbitration Association in accordance with its applicable rules. Each party shall bear its own fees and costs associated with the arbitration proceedings. The place of arbitration shall be New York, New York. The award of the arbitrator shall be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, THE PARTY ANIMALZ SPEAKEASY SOCIETY may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS WEBSITE OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THIS WEBSITE, OR THE SMART CONTRACTS: (a) PURCHASER HEREBY EXPRESSLY GIVES UP PURCHASER'S RIGHT TO HAVE A TRIAL BY JURY; AND (b) PURCHASER HEREBY EXPRESSLY GIVES UP PURCHASER'S RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

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