Terms of Sale for BCM
Please read these Terms of Sale for a user (“You” or “Your” or “User”) as it contains important information about Your legal rights, remedies and obligations. By accessing or using the website https://www.lazylionsnft.com (“Website” or “platform”), You agree to comply with and be bound by this Agreement. This Agreement constitutes a legally binding agreement between You and BCM LLC-FZ (“BCM”, “we”, “us”), a private limited company having its registered office at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba Dubai, United Arab Emirates, governing Your access to and use of the Website, including any subdomains thereof.
The Website contains a collection of digital artworks (NFTs as defined hereinafter) running on the Ethereum network. This Website is only an interface allowing participants to exchange digital collectibles. If any provision of these Terms of Sale or any future changes are unacceptable to you, do not use or continue to use the Website and do not link your Ethereum Wallets to our platform. Your continued use of the Website following the posting of any notice of any change to these Terms of Service shall constitute your acceptance and agreement to such change.
- “Art” means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with an NFT that you Own.
- “Counterfeit NFT” means an NFT that contains art that is identical or substantially indistinguishable from the NFT you Own, including:
(i) an NFT described as a knock-off, replica, imitation, clone, faux, fake, mirror image, or similar term used to describe an NFT; or
(ii) an NFT that mimics the layers, features or traits of the NFT you Own,
in an attempt to pass it off as a genuine creation by us.
- “NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.
- “NFT Owner” means a User that has purchased an NFT created by BCM.
- “Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
- “Purchased NFT” means an NFT that you Own.
- “Qualifying Transaction” means a transaction made by an NFT Owner to sell their Purchased NFT on a consumer-to-consumer basis (C2C) or on any secondary marketplace, where proof of such purchase is recorded on the relevant blockchain.
- “Royalty” means the amount payable by the NFT Owner to BCM on each Qualifying Transaction.
By accessing the Website, linking your Ethereum wallets and/or purchasing an NFT from BCM, you agree to be bound by the following:
2.1 You must be at least thirteen (13) years to access and use the platform; provided, if you are between the ages of thirteen (13) and eighteen (18) years old (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence) you may only access and use the platform with the prior permission of your parent or legal guardian, and you represent and warrant to us that you have such permission and that your parent or legal guardian has reviewed and discussed these terms of service with you. Since certain content made available on the platform may not be suitable for minors, we recommend that parents or legal guardians who permit their child to access and use the website to supervise such child’s activity, including, without limitation, any engagement with any other user thereon.
2.2 You warrant that the purchase of any NFT from the Website will not amount to:
- breach of any agreements with any third parties,
- breach of any agreements with banks or financial institutions, or any other form of agreement,
- breach of any applicable laws of your jurisdiction,
2.3 You represent and warrant that you understand the cryptocurrencies and NFT market, along with associated risks, expenses, and fees. To initiate certain transactions on the Website, a User must voluntarily invoke one or more smart contract operations from an Ethereum Wallet. All such transactions on the Website, including sale or purchases of NFTs are initiated though one or more smart contracts at the sole discretion and at the complete risk of the Users. The smart contracts are configured to facilitate the execution of a sale or transfer of an NFT. The User acknowledges the risk of smart contracts and agrees to be bound by the outcome of any smart contract operation by invoking, calling, requesting, or otherwise engaging with the smart contract, whether or not the smart contract behaves as per the User’s expectations. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFTs due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavourable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
2.4 You understand that the NFT(s) will be purchased with Ethereum and that BCM has no control over gas fees collected by Ethereum miners. You also understand that BCM does not have the ability to reverse Ethereum transactions.
2.5 You are entirely responsible for the safety and management of your own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
- OWNERSHIP & ROYALTY
3.1 Your ownership of any Purchased NFT issued by BCM is governed by a smart contract on the Ethereum Network, which cannot be reversed or modified in any way whatsoever.
(a) Subject to your continued compliance with these Terms of Sale, BCM grants you a worldwide, exclusive, transferable, license to use, copy, and display the Art for your Purchased NFTs, subject to Royalties as detailed in clause 3.5 hereinbelow, solely for the following purposes: (i) for your own personal use; (ii) commercial use subject to clause 3.3 herein below; (iii) as part of a marketplace that permits the purchase and sale of your Purchased NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iv) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs 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 NFT leaves the website/application (Licence).
(b) You understand and agree that if the Art associated with the NFT you Own contains third party intellectual property, that:
(i) you will not have the right to use such third party IP in any way except as incorporated in the Art, and subject to this Licence;
(ii) depending on the nature of the licence granted from the owner of the third party intellectual property, we may need to, subject to our discretion, place additional restrictions on the Licence; and
(iii) to the extent that we inform you in writing of additional restrictions under this clause 3.2(b)(ii) of this Licence, you will be responsible for complying with all such restrictions from the date that you receive such written notice, and that failure to do so will be deemed a breach of this Licence.
(c) For the avoidance of doubt:
(i) the restrictions on the Licence survive termination or assignment, transfer of this Licence;
(ii) this Licence is limited to the time you Own the NFT and upon your sale of the NFT to another party, the Licence is assigned to the purchaser of the NFT and your rights under the Licence cease to have any effect, and you must draw to the other party’s attention the contents of this Licence prior to the sale of the NFT; and
(iii) the sale of your NFT does constitute a “commercial use” of your NFT for the purposes of this Licence.
3.3 Commercial and derivative rights
(a) You acknowledge that the Purchased NFT contains individual layered files and traits that are owned by BCM.
(b) The Purchased NFT may be used for commercial purposes, only in its entirety as a whole, and may not be used to:
(i) mint new NFTs that are derivatives of the Purchased NFT;
(ii) mint a collection of NFTs using the Art in any way;
(iii) create merchandise using the Purchased NFT exceeding USD $100,000 in value in any one year, and in the event that you approach that amount or expect to go beyond it, you agree to enter into good faith negotiations with BCM to discuss further licensing terms in relation to the use of the Art; and
(iv) create, sell or promote Counterfeit NFTs or associated collections.
(c) For the avoidance of doubt, the individual layered files, traits and Art of the Purchased NFTs may not be used individually, separately or in combination of each other, other than as provided above, for commercial or any other purpose.
Subject to your continued compliance with the terms of this License, BCMLazy Lions grants you a limited, worldwide, exclusive, transferable license to use, copy, and display the Art for your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased NFTs (“Commercial Use”). 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 NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their purchased NFTs 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 NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs 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 NFT leaves the website/application.
3.4 The license granted applies only to the extent that you continue to own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in this section will immediately expire with respect to those Purchased NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.You and any future owner of the Purchased NFT have a limited right to transfer the Purchased NFT on a Qualifying Transaction, provided that:
(a) the transferee accepts all of the terms of this Licence and the current Terms of Sale;
(b) prior to the transfer, you have not breached this Licence or the current Terms of Sale; and
(c) we will be paid the Royalty percentage in clause 3.5 of the gross amounts paid by such party to the Qualifying Transaction.
3.5 In consideration for the rights granted to each User under this Agreement, BCM shall be entitled to receive a minimum Royalty of 5% of the value of each Qualifying Transaction.
- DIVISION OF ROYALTIES
4.1 BCM has the sole discretion to decide how to distribute the Royalty within the network of BCM NFT Owners or the community, which shall be communicated to the NFT Owners and community from time to time.
4.2 BCM may in its sole discretion at any point of time in the future, in its sole discretion, decide not to levy any Royalty.
- DISCLAIMER OF LIABILITY
You hereby release and forever discharge BCM, its members, managers, subsidiaries, affiliates, licensors, partners in promotions or other business, or any of such parties respective agents, employees, officers, directors, managers, members, vendors, third party licensors, corporate partners, participants successors and assigns (collectively the “Company Parties”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, other Users of the Website or any third party links, advertisements or other content). TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. BCM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT PROVIDED THROUGH THE WEBSITE OR THIRD-PARTY CONTENT LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. BCM DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE WEBSITE OR ANY HYPERLINK OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND BCM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITING THE FOREGOING, NEITHER BCM NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE WEBSITE. NEITHER BCM NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER BCM NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. BCM AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU ACKNOWLEDGE AND AGREE THAT BCM IS ONLY WILLING TO PROVIDE THE WEBSITE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY PARTIES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY BCM OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY COMPANY PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
Certain transactions on the Website, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Website utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the NFTs may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (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 NFTs, or lost opportunities to buy or sell NFTs. We assume no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
- CONTACT INFORMATION
In case of any questions, queries, suggestions or complaints, please reach us at: firstname.lastname@example.org