Carnie Town Terms of Use
GENERAL
This platform (accessible at Carnietown.xyz) (the “Platform”) is owned and operated by 1375775 B.C.
LTD.
(“Carnie Town”, “we”, “us”, “our”). Carnie Town is a collection of digital art (“NFTs”) operating on
the
Ethereum network. This Platform is an interface allowing users (“you”, “user”, “users”) to purchase
Carnie
Town NFTs. Users are entirely responsible for the safety and management of their own Ethereum wallets and
signing all transactions and contracts generated by this Platform prior to approval. Furthermore, as the
Carnie Town smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore
any transactions.
By accessing the Platform, you agree to be bound by this Terms of Use, our Privacy Policy (the
“Privacy
Policy”) (accessible at Privacy Policy ) and any other
agreements referenced herein (collectively, the
“Terms”. If you do not agree with our Terms, then you must exit the Platform immediately without
interacting with our smart contracts.
OWNERSHIP
i. Ownership. Each Carnie Town NFT is an NFT on the Ethereum blockchain. When you purchase a Carnie
Town
NFT, you own that specific Carnie Town NFT. Ownership of the Carnie Town NFT is managed entirely by the
Carnie Town smart contracts and the Ethereum Network: at no point may we seize, freeze, or otherwise
modify the ownership of any Carnie Town NFTs.
ii. Personal Use. Subject to your continued compliance with these Terms, ownership of a Carnie Town
NFT
grants you a worldwide, non-exclusive, royalty-free license to use, copy, and display the profile
picture and derivatives of the profile (the “PFP”) that is linked to your Carnie Town NFT, 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
Carnie Town NFT, provided that the marketplace cryptographically verifies each Carnie Town NFT owner’s
rights to display the PFP for their respective Carnie Town NFT to ensure that only the actual owner can
display the PFP; or (iii) as part of a third party website or application that permits the inclusion,
involvement, or participation of your Carnie Town NFT, provided that the website/application
cryptographically verifies each Carnie Town NFT owner’s rights to display the PFP for their Carnie Town
NFT to ensure that only the actual owner can display the PFP, and provided that the PFP is no longer
visible once the owner of the Carnie Town NFT leaves the website/application.
iii. Commercial Use. Subject to your continued compliance with these Terms, Carnie Town grants you an
unlimited, worldwide, non-exclusive license to use, copy, and display the PFP associated with your
Carnie Town PFP for the purpose of creating merchandise and media based upon the PFP (“Commercial
Use”).
Examples of such Commercial Use would e.g. be the use of the PFP to produce and sell merchandise
products (T-Shirts etc.) displaying the PFP. You will be entitled to retain any revenue that you
generate through Commercial Use. You can sell its likeness, make derivatives of it or you can give
others permission to use it. We’ve given you licensing rights over for the Carnie Town NFTs, but not our
logo, names (Carnie Town), site images, or other marketing material. If it isn’t your Carnie Town NFT,
it isn’t your Intellectual Property. Most of these logos, names, and images related to Carnie Town have
either trademarked pending status or are the intellectual property of the artist(s).
That said, just because our logo may appear somewhere on your Carnie Town NFT, that does not give you
the right to use that logo other than on the Carnie Town NFT itself or on a derivative of that Carnie
Town NFT. You can’t take the logo and use it to brand an item for sale or use it for marketing of a
product. We don’t mind personal use or fan art usage of our logos, just so long as you don’t try and
sell them. Regarding the term “Carnie Town”, we allow usage of the term Carnie Town only when used in
conjunction with your specific Carnie Town NFT.
iv. Carnie Town Retained Usage Rights. Carnie Town reserves the right to use any PFP and Carnie Town
intellectual property within The Carnie Town NFT collection for any reason without any obligations to
you. All rights not expressly granted above are reserved by Carnie Town.
WARRANTY DISCLAIMER
THE PLATFORM AND ITS CONNECTED SERVICES (THE “SERVICES”), ANY CONTENT CONTAINED THEREIN, AND ANY NFTS
(INCLUDING ASSOCIATED PFP) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT
WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CARNIE TOWN AND ITS
SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES OR NFTS: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE
AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE,
COMPLETE, OR SAFE. CARNIE TOWN DISCLAIMS ALL OTHER WARRANTIES REPORTS, OR GUARANTEES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, AS TO THE SERVICES, ANY CONTENT CONTAINED THEREIN AND ANY NFTS LISTED THEREIN.
INDEMNITY
You will indemnify, defend (at Carnie Town’ option) and hold Carnie Town and its officers, directors,
employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages,
losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees
arising out of or in any way connected with (a) your access to or use of the Services, or (b) your
violation of these Terms. You may not settle or otherwise compromise any claim subject to this Indemnity
Section without Carnie Town’ prior written approval.
LIMITATION OF LIABILITY
i. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CARNIE TOWN NOR ITS SERVICE PROVIDERS INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS
OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE
COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS OR
FROM THE USE OF OR INABILITY TO USE THE SERVICES OR NFTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARNIE TOWN OR
ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET
FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
ii. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF CARNIE
TOWN AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR
FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES OR NFTS EXCEED THE AMOUNTS YOU HAVE PAID OR
ARE PAYABLE BY YOU TO CARNIE TOWN FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU
HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CARNIE TOWN, AS APPLICABLE.
iii. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN CARNIE TOWN AND YOU.
UPDATES TO TERMS OR SERVICES
We reserve the right to modify these Terms at any time at our sole discretion. If we do so, we’ll let
you know by either posting the modified Terms on our website or through other methods of communication
which we deem reasonable. If you continue to use Carnie Town following any modification of the Terms you
shall be deemed to have accepted the modified Terms. If you do not agree to the Terms or any
modifications to the Terms, you may not access or use our Services. Our Services are evolving over time,
we may change or discontinue all or any part of the Services, at any time and without prior notice, at
our sole discretion.
INDEMNITY
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our
affiliates, and our respective shareholders, members, directors, officers, employees, attorneys, agents,
representatives, suppliers and contractors, from and against any and all claims, damages, obligations,
losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees)
arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to
us concerning Carnie Town; (c) violation of any Third Party Content (d) your violation of the Terms; or
(e) your violation of any law, rule, or regulation, or the rights of any third party.
GOVERNING LAW
No matter where you’re located, the laws of the province of British Columbia, Canada will govern these
Terms and the parties’ relationship as if you signed these Terms in the province of British Columbia,
without regard to British Columbia’s conflicts of laws rules. If any provisions of these Terms are
inconsistent with any applicable law, those provisions will be superseded or modified only to the extent
such provisions are inconsistent. The parties agree to submit to the federal or provincial courts in the
province of British Columbia for exclusive jurisdiction of any dispute arising out of or related to your
use of the Services or your breach of these Terms. You waive any objection based on lack of personal
jurisdiction, place of residence, improper venue, or forum non convenience in any such action.
NOTE TO INTERNATIONAL USERS
If you are a user accessing or using our Services from a region with laws or regulations governing
personal data collection, use, and disclosure that differ from Canadian laws, please be advised that we
do not collect or process your personal data, except as provided for in our Privacy Policy
(accessible
at Privacy
Policy).
NO WAIVER
Our failure to exercise or delay in exercising any right, power, or privilege under these Terms
shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or
privilege preclude any other or further exercise thereof. The waiver of any such right or provision
will be effective only if in writing and signed by a duly authorized representative of us. Except as
expressly set forth in these Terms, the exercise by either party of any of its remedies under these
Terms will be without prejudice to its other remedies under these Terms otherwise.
SEVERABILITY
If it turns out that any part of these Terms are invalid, void, or for any reason unenforceable,
that term will be deemed severable and limited or eliminated to the minimum extent necessary. The
limitation or elimination of the term will not affect any other terms.
CONTACT
The Carnie Town team can be contacted at Cryptocarniesnft@gmail.com or at their discord (accessible
at
Discord).