Terms & Conditions
Last Updated: September 16, 2022
This site (the “Site”) is operated by Cronos Cruisers and/or its affiliates, licensors and content suppliers as the case may be (“we”, “us” or “our” as the context may require). By visiting our Site and/or purchasing something from us, you engage our services and agree to be bound by the following terms and conditions (the “Terms”).
We reserve the right to update, change or replace any part of these terms and conditions of service without prior written notice at any time and at our absolute discretion, and it is your responsibility to periodically review these terms and conditions to stay informed of updates.
Any changes to the terms and conditions will be in effect as of the « last updated » referenced on the Site. Your continued use of this Site and/or our services after the last updated dates will constitute your acceptance of agreement.
These terms and conditions serve as a binding contract for purchasers of Cronos Cruisers NFTs (“NFT”(s)) together with any other terms and conditions which may apply to the use of the NFTs (including without limitation (i) any ancillary document relating to the NFTs or use thereof and (ii) third party product merchants (where relevant).
Cronos Cruisers is a generative collection of digital artwork housed and run on the Cronos network. Users of Cronos Cruisers and collectors of these NFTs are solely responsible for the safety and the management of their own private assets such as digital wallets (and the contents thereof), validating all transactions and Cronos Cruisers smart contracts generated by this Site prior to and after purchases.
Users of Cronos Cruisers and collectors of these NFTs accept, undertake and certify through any purchase of such NFTs that they understand that, as the Cronos Cruisers smart contract runs on the Cronos network and is bound by their system and terms, there is no ability to undo, reverse, or restore any transactions once initiated.
All services made available to you by Cronos Cruisers, including the Site and Cronos Cruisers NFTs are provided “as is” and “as available” without any warranty or representations of any kind. Use of this Site and/or our services constitutes your agreement that you are accepting sole responsibility for any and all transactions involving such NFTs.
You may not use our products and/or services for any illegal or unauthorised purpose nor may you, in the use of our services, violate any laws in your jurisdiction (including but not limited to copyright laws).
By agreeing to these terms and conditions, you warrant and represent that you are over the age of 18, or of full legal capacity in your jurisdiction, whichever is greater; and that you are not citizen or resident in a jurisdiction prohibited from participation in the minting, sale, purchase, listing or any other transaction of NFT(s) and/or the services offered by Cronos Cruisers.
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software);
To transmit, or procure the sending of, any mass advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
To impersonate or attempt to impersonate Cronos Cruisers, a Cronos Cruisers employee, another user, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing); or
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Cronos Cruisers or users of the Site or Cronos Cruisers NFTs, or expose them to liability.
Additionally, you agree not to:
Disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorised in these Terms, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Site or Cronos Cruisers NFTs;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Site or its users’ wallets, the server on which the Site is stored, or any server, computer, or database connected to the Site;
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
Otherwise attempt to interfere with the proper working of the Site
If you are the initial purchaser of a Cronos Cruisers NFT, then all amounts due are to be paid to us. If you are not the initial purchaser of a Cronos Cruisers NFT, then amounts may be paid to the-then holder of the Cronos Cruisers NFT. You also acknowledge and agree that we receive 5% of every subsequent sale of a Cronos Cruisers NFT (“Royalty”). For example, if you are the initial purchaser, and you sell a Cronos Cruisers NFT for $100 to a subsequent purchaser, $5 will automatically be transferred to us and you will receive $95. We have the right to collect. Royalties for Cronos Cruisers NFT sales in perpetuity and may use those funds in any manner we see fit.
If you sell or list a Cronos Cruisers NFT on your (or a third party) NFT marketplace or platform, you agree to implement and/or facilitate the payment of the Royalty and where applicable, include a statement substantially similar to the following in the description of the NFT:
“5% Royalty Applies. See Cronos Cruisers Terms and Conditions for details.”
In addition, when you transact on this Site, you agree to pay all applicable fees associated with the transaction and you authorise us to automatically charge and collect such fees from your payment.
No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.
When you purchase your Cronos Cruisers NFT, or if you successfully bid for a Cronos Cruiser NFT or receive one as a gift, you own the NFT and benefit from the Licence set out below. Ownership is transferred to you on the Cronos blockchain for that NFT, pursuant to the smart contract governing the transfer on the Cronos network. We have no ability to affect the ownership of any Cronos Cruisers NFT.
Intellectual Property Licence
Cronos Cruisers grants you a limited, worldwide, revocable, non-exclusive, non-sublicensable, non-transferable (save in the instance of transfer/sale of ownership) licence (the “Licence”) to use, copy and display the Cronos Cruisers NFT you have purchased for so long as you remain the owner of the NFT:
for your own personal, non commercial use;
as part of a marketplace or platform that allows the purchase and sales of you Cronos Cruisers NFT (provided the marketplace or platform cryptographically verifies that you are the owner);
as part of a third party website or application that permits the display, inclusion, involvement or participation of your Cronos Cruisers NFT (provided that the website or the application cryptographically verifies you are the owner and contractually commits to removing the NFT from the website/application/visibility once you have terminated your use of the website/application);
subject to your continued compliance with these Terms and the restrictions on this Licence below, for the purpose of creating or commercialising your own physical product(s) as merchandise that includes, contains, or consists of the underlying image or artwork (“Merchandise”). Examples of such Merchandise would be, the use of the Art to produce and sell physical merchandise, such as T-Shirts, or displaying copies of the image artwork; or
subject to your continued compliance with these Terms and the restrictions on this Licence below, for the purpose of creating derivative works based upon your Cronos Cruiser NFT’s underlying image or artwork (“Derivative Works”), provided that:
any commercial use of your Derivative Works does not result in you, or any related entities and family members, directly or indirectly, earning more than one hundred thousand united states dollars (US$100,000) or its equivalent in any currency or virtual currency, in annual or annualised gross revenue (“Cap”);
if you expect your Derivative Works to, or if your Derivative Works do, directly or indirectly, either exceed the Cap by any amount or exceed five (5,000) followers or members on a social media account or server: (i) you shall promptly contact Cronos Cruisers to request a discussion regarding entering a broader licence agreement, and (ii) Cronos Cruisers shall have an exclusive option, for a period of ninety (90) days commencing from the date of notice or the first date on which revenues exceed the Cap, to purchase all rights to the Derivative Works;
if you intend to sell the rights to your Derivative Works, you shall first provide written notice of such intention to Cronos Cruisers prior to approaching any third party, and Cronos Cruisers shall have the first option to purchase the rights to the Derivative Works by giving written notice to Cronos Cruisers of its intention to purchase, with such exclusivity operating for the earlier of: (i) ninety (90) days from the date of such notice from you; or (ii) until the date on which Cronos Cruisers notifies you that it does not wish to make an offer;
if you receive any third party offer to purchase the rights to your Derivative Works, you shall provide written notice to Cronos Cruisers of such offer, containing the material terms and conditions (financial or otherwise) and Cronos Cruisers shall have the right to make such offer on the same terms by giving written notice to you within thirty (30) days after receiving notice from your of such offer; and
you shall, upon a written request from Cronos Cruisers provide Cronos Cruisers with, as soon as reasonably practicable: (i) access to all documents, software, hardware and network systems and other equipment used by you or on your behalf in developing and releasing the Derivative Works; (ii) access to copies of records, financial, administrative or other information and documents relevant to the Derivative Works, whether or not in electronic or paper form as reasonably required by the Cronos Cruisers to enable the Cronos Cruisers to assess your earnings vis-à-vis the Cap; (iii) answers to any questions or confirmation of any matters in connection with the Derivative Works including any actual or potential breach of the terms of the Licence; (iv) all assistance as reasonably required by Cronos Cruisers. If an audit or inspection reveals non- compliance with these Terms (whether full or partial non-compliance) by you, then you must consult with Cronos Cruisers in relation to this and must take remedial action including complying with any reasonable directions or instructions from the Cronos Cruisers. A failure or refusal to comply with any reasonable request by Cronos Cruisers made under this clause constitutes a material breach of your obligations under this Agreement.
If you exceed the scope of the Licence granted without entering into a broader licence agreement with or obtaining an exemption from Cronos Cruisers, you acknowledge and agree that: (i) you are in breach of this Licence; (ii) in addition to any remedies that may be available to Cronos Cruisers at law or in equity, Cronos Cruisers may immediately terminate this Licence, without the requirement of notice; and (iii) you will be responsible to reimburse Cronos Cruisers for any costs and expenses incurred by Cronos Cruisers during the course of enforcing the terms of this Licence against you.
You understand and agree that these rights are licensed solely to the rightful and legal owner of the Cronos Cruiser NFT. Upon the sale, donation, trade or other transfer of the NFT you own (“Your Transfer”), the rights granted to you pursuant to Clause A (contained in this section) above shall cease with immediate effect and be transferred to the subsequent owner of the NFT who shall receive these licensed rights and become subject to these terms. You agree that starting thirty (30) days prior to Your Transfer, you shall cease creating, copying or producing any Derivative Works, and immediately upon Your Transfer, your Licence shall expire and you shall cease to have the right to sell, auction, use, distribute, gift or transfer any Derivative Works. Notwithstanding the foregoing, for a period of thirty (30) days following Your Transfer, you shall have the right to distribute in accordance with these Terms (including, without limitation, the terms of the Licence) the Merchandise you created prior to Your Transfer; provided, however, that the foregoing shall not apply in the event that the expiry of your Licence was pursuant to termination of your Licence under Clause B.
Except as expressly stated in these terms and conditions, nothing is intended to, or shall operate to give you ownership of any intellectual property rights owned by us or any third party engaged by us or affiliated with us.
You agree that we may use the underlying images or artwork of any number of Cronos Cruisers NFTs (including ones that have been purchased and notwithstanding the Licence granted above) for the purposes of product development, community building or platform marketing, as determined in our sole discretion.
You may only use the NFT for your commercial benefit where expressly permitted by Cronos Cruisers (such as staking).
You acknowledge that we own all copyright, logos, trademarks, service marks, trade dress, trade names, the website, the look and feel of the user interface, the smart contract code, and any other identifiers of source or origin (collectively, “Cronos Cruisers NFT IP”) in respect of the Cronos Cruisers NFTs, and you agree not to use or register any Cronos Cruisers NFT IP or any variations or acronyms thereof which could be confusingly similar thereto or dilutive thereof.
Cronos Cruisers IP
Notwithstanding your purchase of any Cronos Cruisers NFT and the Licence granted above, you shall have no rights over or claim to any Cronos Cruisers NFT IP or other intellectual property of Cronos Cruisers, which shall continue to remain the legal and beneficial property of Cronos Cruisers.
The NFT (including its underlying image or artwork) and Licence may not be used in any way which:
could result in you representing, appropriating, owning or acquiring any intellectual property rights contained in the NFT or its underlying image or artwork;
is in connection with any material which is defamatory, libelous, obscene, offensive, pornographic, profane, threatening, or otherwise conveys actual or purported violence, hatred, discrimination, abuse, unlawful, prohibited or inappropriate conduct, activities or purposes;
infringes upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations;
contravenes the terms and conditions of the NFTs;
contravenes the moral rights of any relevant creator of the NFTs;
could be construed as being adverse or derogatory to the image of Cronos Cruisers or any of its subjects featured in the NFTs.
involves selling, advertising or marketing third party brand, products or services; or
involves merging or combining the NFT (or its underlying image) with any other Cronos Cruisers NFT (whether owned by you or a third party) to create a new product, image, design, drawing or work.
You shall indemnify, defend and hold harmless Cronos Cruisers and its affiliates against any claims, damages, proceedings, loss or costs (including reasonable attorney’s fees) arising from use that violates, infringes or contravenes the above restrictions.
Indemnity and Limitation of Liability
To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless Cronos Cruisers from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site or Cronos Cruisers NFT(s), (b) your breach of these Terms (including, without limitation, the representations and the terms of your Licence), and (c) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify Cronos Cruisers of any third party Claims and cooperate with Cronos Cruisers in defending such Claims. You further agree that Cronos Cruisers shall have control of the defence or settlement of any third party Claims.
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND CRONOS CRUISERS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CRONOS CRUISERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF CRONOS CRUISERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CRONOS CRUISERS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS AND USE OF THE SITE, CONTENT NFTS OR ANY PRODUCT OR SERVICES PURCHASES ON THE SITE EXCEED US$100. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF CRONOS CRUISERS FOR PERSONAL INJURY CAUSED BY CRONOS CRUISERS’ NEGLIGENCE OR ANY INJURY CAUSED BY CRONOS CRUISERS’ FRAUD OR FRAUDULENT MISREPRESENTATION.
Cronos Cruiser NFTs are meant to be a fun NFT for you to collect. They are not meant as investment vehicles. We make absolutely no promise or guarantee that these NFTs will be worth anything more than what you and the market deem the art to be worth. This could very well be zero. We will try to build a community and bring as much intangible value and vibes to the project as we can! Digital assets are highly volatile, subject to significant risk, may not be suitable for you and may not be regulated in your jurisdiction. You understand that they have no inherent monetary value, and they should be treated as nothing more than a collectible with potential future value or lack thereof.
When you purchase your Cronos Cruiser NFT(s), you agree that your purchase of the NFT is all you are guaranteed to receive in exchange for your funds. Whether through primary or secondary channels, the token and underlying image is what you receive. Any future benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase.
You understand and agree that purchase, transfer or withdrawal of an NFT to a decentralised digital asset wallet is at your own risk, and the transfer for any NFT to an incorrect digital asset wallet address will result in the irreversible loss of such NFT; and that NFTs are subject to the risk of fraud, counterfeiting, cyber attacks and other technological difficulties which may prevent access to or use of your NFTs. You are entirely responsible for the security and accessibility of your Cronos Cruiser NFT(s).
The value of digital assets can go down as well as up and returns may be subject to capital gains taxes in your jurisdiction. You are entirely responsible for any tax liability which may arise from minting, using or reselling your Cronos Cruiser NFT(s). Digital assets purchased using a credit card are not permitted by all issuers and may be subject to higher interest rates and fees.
You can submit comments, bug reports, ideas about the site or the project. By submitting any feedback, you agree that we are free to use them in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive worldwide licence to incorporate and use the feedback for any purpose.
This Agreement is governed by and shall be construed and enforced under the laws of Hong Kong without regard to any choice or conflict of laws rules. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be one, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction. If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled.
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