Terms and Conditions
By purchasing a Charm (“Crypto Asset” as defined in the platform’s Terms of Service) from NorthShore.ai Inc., (“Publisher”), the owner of CharmVerse.io including any artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, video or audio recording (collectively the “Art”), you acknowledge and agree to the following terms and conditions (“Terms”):
1. WALLET SET-UP
In order to purchase a CharmVerse Non-Fungible Token (a “Charm”) on this website, you will need to use a supported electronic wallet which will enable you to purchase and store collectibles that you collect or purchase on this website. All payments will be processed by Stripe, Inc. All sales are final and non-refundable.
2. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS
For the purposes of this Section 2, the following capitalized terms will have the following meanings: “Own” means, with respect to a Charm, a Charm that you have purchased or otherwise rightfully acquired on this website. “Purchased Charm” means a Charm that you Own. “Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how, or any other intellectual property rights recognized in any country or jurisdiction in the world.
(i) Ownership of Charm. Because each Charm is a Non-Fungible Token, when you purchase a Charm in accordance with these Terms, you own the underlying NFT completely (but shall have no ownership rights in the underlying Art other than incorporated in the Purchased Charm).
(ii) User License to Art. Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Charm, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Purchased Charm, provided that the marketplace cryptographically verifies each Charm owner’s rights to display the Art for their Purchased Charm to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Charm, provided that the website/application cryptographically verifies each Charm’s owner’s rights to display the Art for their Purchased Charm 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 Charm leaves the website/application.
(iii) Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your Purchased Charm in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Purchased Charm to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased Charm in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased Charm in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Charm; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Charm; or (g) otherwise utilize the Art for your Purchased Charm for your or any third party’s commercial benefit.
(iv) Third Party IP. If the Art associated with your Purchased Charm contains Third Party IP (e.g., licensed intellectual property), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 2.
(v) Other Terms of License. The license granted in Section 2(ii) above applies only to the extent that you continue to Own the applicable Purchased Charm. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Charm for any reason, the license granted in Section 2(ii) will immediately expire with respect to that Charm without the requirement of notice, and you will have no further rights in or to the Art for that Charm.
(vi) Sale or Transfer of a Charm. You shall have the limited right to transfer a Charm including your license to the Art associated with a Charm, subject to the following: (i) the transferee must accept all of these Terms; (ii) you shall have not, prior to the transfer, breached these Terms or had your use or access to this website terminated; and (iii) Publisher shall be entitled to receive ten percent (10%) of the gross amounts paid by the transferee (and each subsequent transferee) for the Charm, in perpetuity, it being understood and agreed that if the applicable marketplace, for any reason, shall fail to withhold secondary market fees to pay Publisher its share, you shall be remain liable to pay Publisher its share hereunder.
3. ASSUMPTION OF RISK
(i) Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Charms, which may also be subject to significant price volatility. Each Charm has no inherent or intrinsic value. We cannot guarantee that any Charm purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring off this website may materially impact the value and desirability of any particular Charm.
(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Charm-related transactions. We are not responsible for determining the taxes that apply to your transactions with respect to any Charm.
(iii) Use of Blockchain. This website does not store, send, or receive Charms. This is because Charms exist only by virtue of the ownership record maintained on the website’s supporting blockchain. Any transfer of Charms occurs within the supporting blockchain network, and not on this website.
(iv) Inherent Risks with Internet Currency. There are 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 your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Flow Network, however caused. v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of your Charms.
4. BREACH OF THESE TERMS
In the event you violate any of these Terms, you agree that in addition to all of Publisher’s rights and remedies for violating Publisher’s intellectual property and other rights, such violation shall constitute a breach of contract, for which Publisher shall have the right to pursue such additional rights and remedies as may be available to Publisher for breach of contract, including, without limitation, monetary damages and injunctive relief.