Terms and Conditions
Last Updated: 4 May 2021
Pixls is a digital art collectible built on top of the Ethereum network. The collection consists of 5471 unique digital portraits (the “Pixls” or “Art”) that are represented by a non-fungible token (“NFT”) each. The Pixls smart contract allows participants to purchase the NFT representing the digital art from. The Company does not provide or intend to provide a secondary market place for the NFT. Pixls will provide a user interface to visualize the digital art works. After the sale of an NFT to you, the ownership of the NFT, and to the connected Art, is transferred from the Ethereum smart contract to the purchaser and concludes the business transaction between both parties.
PLEASE READ THESE TERMS CAREFULLY BEFORE MAKING A PURCHASE OF AN NFT AND/OR USING THE APP. THESE TERMS GOVERN YOUR PURCHASE of NFT AND USE OF THE APPLICATION, UNLESS THE COMPANY HAS EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. THE COMPANY IS ONLY WILLING TO MAKE THE NFT AND THE APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APPLICATION, OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU FULLY UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.
1. THE PIXLS APP
A. The Pixls App is a collection of 5471 unique digital portraits (stored in .gif format on IFPS), each represented by a NFT.
B. The Pixls NFTs are sold during an initial sales period of up to 10 days on the website (https://www.getpixls.com). All unsold Pixls during the initial sales period will remain purchasable after the initial sales period has concluded as the sale is encoded in the smart contract. The Company does not provide any additional services to the user after the business transaction is concluded.
C. You can access the App via any web browser using the URL https://www.getpixls.com and an electronic Ethereum wallet compatible with the NFT standard on the Ethereum network, such as the MetaMask wallet. You will not be able to engage in any transactions on the App other than through MetaMask, or other Ethereum-compatible browsers.
D. Transactions on the App are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, Google Chrome, the Ethereum network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
E. You are responsible for your MetaMask wallet (and other Ethereum wallets) and the private key to access it.
F. The Pixls are digital artworks and serve no purpose other than that of an artwork.
A. If you decide to purchase a Pixls digital art portrait from the contract, any financial transactions will be conducted solely through the Ethereum network. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, the company will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.
B. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App. The Gas Fee does not go to us and we have no control over its pricing.
D. All paid prices exclude any possible duties or charges. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership of a Pixl. Except for income and net-wealth taxes levied on The Company , you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms. You confirm that you are not a resident in Switzerland or the United States nor are you registered for Goods and services tax in Switzerland or the United States.
3. OWNERSHIP AND RESTRICTIONS
i. You Own the NFT. Each Pixl is a NFT on the Ethereum blockchain. When you purchase a NFT, you own the underlying Pixl, 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 Pixl.
ii. Personal Use. Subject to your continued compliance with these Terms, The Company grants you a worldwide, exclusive, 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 Pixls / NFT, provided that the marketplace cryptographically verifies each Pixl owner’s rights to display the Art for their Pixls 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 Pixl, provided that the website/application cryptographically verifies each Pixl's owner’s rights to display the Art for their Pixl 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 Pixl leaves the website/application.
iii. Commercial Use. Subject to your continued compliance with these Terms, The Company grants you an unlimited, worldwide, exclusive, 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 e.g. 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 Pixls generally, provided that the marketplace cryptographically verifies each Pixl's owner’s rights to display the Art for their Pixls 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 Pixls generally, provided that the third party website or application cryptographically verifies each Pixl's owner’s rights to display the Art for their Pixl 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 Pixl leaves the website/application; or (iii) earning revenue from any of the foregoing.
By using the App and/or purchasing NFT, you confirm to not be listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations. You further confirm not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss embargoes. You further confirm not to be resident in Switzerland or the United States.
You further confirm not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss embargoes. You confirm not to be resident in Switzerland or the United States. You confirm to not be domiciled in or organized under the laws of any country, whose legislation conflicts with the present purchase of NFTs on the Ethereum blockchain or the purpose of The Company in general. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without The Company ’s express prior written consent in each case: (ii) use the Art for your Purchased Pixls to advertise, market, or sell any third party product or service; (ii) use the Art for your Purchased Pixls 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; (iii) 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 Pixls, except as expressly permitted in these Terms; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Pixls; or (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (v) 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; (x) that the Commercial Use license in Section 3.C(ii) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, The Company may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that The Company informs you of such additional restrictions in writing (email is permissible), 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 this license. The restrictions in this Section will survive the expiration or termination of these Terms.
In the event of any Force Majeure Event (including a pandemic), breach of these Terms, or any other event that would make provision of the App or the Site commercially unreasonable for Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the App or the Site.
We may terminate your access to the App or the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms.
5. ASSUMPTION OF RISK
You accept and acknowledge each of the following:
A. There are risks associated with using cryptocurrencies, 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 wallet. You accept and acknowledge that The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
B. You are solely responsible for determining what, if any, Taxes apply to your Pixls-related transactions. The Company is not responsible for determining the Taxes that apply to your transactions on the App, the Site, or the Smart Contracts.
C. The App does not store, send, or receive Pixls. This is because Pixls exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of Pixls occurs within the supporting blockchain in the Ethereum network, and not on the App.
D. The prices of blockchain assets are very volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Pixls, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Pixls will not lose money.
E. Risk of loss of private key or passphrase(s): The company is not responsible for your private keys, which you need in order to access the NFTs. It is your sole responsibility to protect your private keys. In case of lost, the company takes no responsibility.
F. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Pixls ecosystem, and therefore the potential utility or value of Pixls.
G. Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 standard, including the Pixls ecosystem.
6. LIMITATION OF WARRANTY, LIABILITY AND DISCLAIMERS
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EX-PRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
To the fullest extent permitted by applicable law: (i) in no event will the company or any of the subsidiaries, affiliates, directors and licensors be liable for any damages, whether direct, indirect, special, incidental, or consequential, of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of the NFT, the App, the Site or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILFUL INTENT OR GROSS NEGLIGENCE.
C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE Ethereum.ToUpper() NETWORK OR THE METAMASK WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, Ethereum.ToUpper() NETWORK, OR THE METAMASK ELECTRONIC WALLET.
D. Pixls.ToUpper() ARE INTANGIBLE DIGITAL OBJECTS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE Ethereum.ToUpper() NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE Ethereum.ToUpper() PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
E. THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE Ethereum.ToUpper() NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE Ethereum.ToUpper() NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
You agree that you will be responsible for your use of the App or the Site and holding one or more of The Company's NFTs and you agree to defend, indemnify, and hold harmless The Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “The Company Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the App, site or token at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with The Company’s defense of such claim.
8. THIRD-PARTY SITES
The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites, are not monitoring their content and are providing the respective links for informational purposes only. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other content or materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other content or materials on, or made available from, any External Sites.
9. CHANGES TO THE TERMS
The present Terms may change from time to time, including but not limited to cases of changes in our App or Site and for any other case that the company deems as appropriate to improve the user experience.
You affirm that you are over the age of 13, as the App is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
11. WAIVER OF CLASS LAWSUITS
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
If a provision of these terms is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.
You may not assign your agreement with the company. The company may assign your agreement to any affiliate of the company, any other company that obtains control of the company, or any other company that buys assets of the company related to the forum. Any attempted assignment against these terms has no legal effect.
Neither the exercise of any right under this Agreement, nor waiver of any breach of this Agreement, waives any other breach of this Agreement.
14. GOVERNING LAW AND JURISDICTION
These Terms and all claims relating to or arising out of this Agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Dutch Law, excluding Dutch choice-of-law principles.
Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by the cantonal court of the canton of Limburg, The Netherlands.