ANOMALOUS MATERIALS LTD.
TERMS AND CONDITIONS FOR NFT PURCHASES
IMPORTANT NOTICE
PLEASE READ THIS DOCUMENT CAREFULLY AS IT HAS LEGAL IMPLICATIONS FOR YOU
Please read clause 12 regarding the irrevocable nature of this contract if you choose to enter into it
1. Definitions
The following definitions are used in these Terms.
Art
means
any non-fungible token related image purchased from us which is generated through blockchain technology when you make a purchase from us, and which is delivered to your Wallet as computer code and which can be viewed by utilizing the relevant software.
Contract
means
the legally binding agreement that you and we enter into when you purchase Art from us.
Direct Purchase(s)
means
the unsanctioned purchase of Art from us directly through blockchain without utilising a Portal or otherwise interacting with us.
For the avoidance of doubt, Direct Purchases are not deemed to be Portal purchases.
Payment
means
our having actually received the full stipulated price in the required altcoin (usually Ethereum) for the relevant Art.
Portal
means
any website or other online or internet enabled point of access we expressly create and control from time to time to, inter alia, allow you to purchase Art from us.
Service
means
the Art and the Software together, including Portal access.
Smart Contract
Means
the computer program or transaction protocol devised by us which is intended to automatically execute, control or document some or all of the legally relevant events and actions that occur during your purchase of Art.
Software
means
the various software (including third party programs) we use from time to time to allow you to purchase the Art, deliver it to your Wallet and interact with it.
Terms
means
the terms and conditions contained in this document which may be amended or supplemented from time to time by us at our sole discretion and without notice to you.
Wallet
means
the device, physical medium, program or service you use to store your public and/or private keys for blockchain transactions. It is entirely your responsibility to choose, maintain, safeguard and manage your Wallet as we have no way of verifying ownership or usage.
we / us / our
means
Anomalous Materials Ltd, an English company registered under company number 13206432.
You / your
means
you or the person or entity on whose behalf you are acting who wishes to purchase Art.
2. About this Document
2.1 This document contains the terms and conditions which you are deemed to have read, understood and agreed with before you apply to use the Service.
2.2 This document (as may be amended or supplemented from time to time) constitutes the “Terms”. You will be legally bound by them if we (at our sole discretion) enter into a legally binding agreement with you by accepting your order.
2.3 These Terms will also be binding upon you if you Direct Purchase.
3. Why You Should Read these Terms
3.1 Please read these Terms carefully before confirming your agreement to them by proceeding.
3.2 These Terms tell you who we are, how we will provide the Service to you, how you and we may change or end any Contract between us for your use of the Service, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms (or they require any changes for any reason), please do not proceed to purchase, but instead contact us to discuss your concern.
3.3 Once you have purchased then we are under no obligation to terminate such purchase or to enter into discussions with you about it.
4. When You are Deemed to Have Accepted these Terms
When Purchasing Through One of Our Portals
4.1 You will be considered to have accepted these Terms (whether or not you have read them):
a. if you tick the box on the Portal stating "I agree to the AML Terms of Use”; or
b. if you use or otherwise access any part of the Service including making a Direct Purchase.
4.2 Your agreement to these Terms will constitute a binding Contract between us only when we have received full Payment.
When Direct Purchasing
4.3 We do not approve of nor support Direct Purchases. We request that you make any purchase through one of our Portals.
4.4 However we acknowledge that it is the nature of public blockchain that we cannot stop Direct Purchases because (i) public blockchain gives access and (ii) the Smart Contract element (if any) of the Services means that any Direct Purchase request if made correctly will be actioned without our involvement. Nevertheless, these Terms are incorporated into all our Smart Contracts and therefore in choosing to enter into the contract you buy subject to them.
5. What to do if You do not Accept these Terms
5.1 If any of these Terms are unacceptable to you, do not use the Service.
5.2 Please contact us to discuss why you do not accept these Terms.
5.3 Please be aware that even if you deny that these Terms apply, your use of the Service will over-ride any denial and constitute acceptance by you.
6. Your Terms and Conditions (if Any)
6.1 We do not accept any terms and conditions proposed by you unless expressly and specifically agreed in writing by us.
6.2 In the unlikely event that any terms and conditions proposed by you are deemed to have legal effect then, to the extent that they contradict or may contradict anything in these Terms, then these Terms shall have priority.
7. You Must Have the Capacity to Enter into the Contract
By your request to purchase Art you have represented to us that you have the legal authority to enter into a legally binding agreement and to be bound by these Terms under it. If you are acting on behalf of a company or other legal entity, you represent that you have the authority to bind that company or entity and that you are seeking to purchase Art on their behalf.
8. Who We Are
We are Anomalous Materials Ltd., a company registered in England. Our company registration number is 13206432 and our registered office is at Room 2, 2nd Floor, 3 English Close, Hove, England, BN3 7ET.
9. How to Contact Us
You can contact us by writing to us at info@anma.io or Room 2, 2nd Floor, 3 English Close, Hove, England, BN3 7ET.
10. Contacting You
10.1 By the inherent nature of blockchain we will not usually know your identity nor will we have any method of contacting you.
10.2 We will have your Wallet address, but the limited functionality of Wallets means we cannot contact you through them.
10.3 If we do have your contact details we reserve the right to contact you, but such contact is not normally part of the Art purchasing process.
11. Our Right to Decline to Contract with You:
11.1 Given the automated and anonymous nature of much of the Art purchase process, we may have limited practical ability to decline to contract with you. Nevertheless we reserve all our rights to the fullest possible extent from time to time to decline to contract with you at our absolute discretion.
11.2 In any event, no contract will exist between us until we have received Payment in full.
12. Smart Contracts
12.1 You acknowledge that:
a. using the Services to purchase Art (whether through a Portal or a Direct Purchase) may involve one or more Smart Contracts;
b. that once instigated, a Smart Contract cannot be revoked, paused or cancelled;
c. to work, Smart Contracts need to engage with programs, software, data and entities beyond our control; and
d. Smart Contracts are still an early-stage technology and thus cannot be considered wholly reliant.
12.2 In recognition of clause 12.1, you hereby:
a. agree that once you have entered into a contract with us it is non-revokable;
b. agree to waive all liability that may be incurred by us towards you in the event that any Smart Contract portion of the Services fails to perform as intended or at all. This waiver does not apply in cases involving fraud, death or personal injury.
13. Wallet
13.1 It is essential that you have a Wallet capable of transacting with crypto currencies such as Ethereum and non-fungible tokens. It will be required for you to receive the computer code which will allow you (with the appropriate software) to view the Art you purchased and accompanying proof of originality and ownership.
13.2 We take no responsibility for your choice of Wallet nor for its ability to interact with any other program, code, platform or service, including those we utilise for time to time.
13.3 You acknowledge that our use of a public block chain network means we have no control or authority to intervene or rectify any problems that occur. You therefore enter into this contract with us entirely at your own risk.
14 Payment
14.1 Payment will be accepted via Ethereum (or other stipulated) cryptocurrency.
14.2 We do not issue invoices.
14.3 For the reasons given under clause 13.3, we will not provide any Payment refunds where the failure to deliver Art to you is caused by matters beyond our reasonable control.
15. What You Are Purchasing
15.1 In return for Payment you will be receiving:
a. block chain generated computer code which, when run on software, produces the image comprising the Art. The Art is a unique image; and
b. further block chain generated computer code which certifies that your piece of Art is an original piece.
15.2 We will not sell the image comprising the Art to any other person.
15.3 We make no warranties and give no guarantees as to the nature, functionality, size or content of the image comprising the Art.
15.4 The certification and ongoing validation of the authenticity and originality of the Art you purchase is wholly reliant on block chain and we give no guarantees of continued availability or accessibility.
16. Very Important Disclaimer
16.1 The Art is a digital image. You acknowledge that:
a. it exists in a dynamic, ever-changing, digital environment and relies on a number of different software programs, platforms and services (Software) offered by other providers;
b. the Software is needed to access, store, record, alter, copy, transfer, display and carry out other interactions with the Art (Functionality);
c. most of the Software is constantly being updated, repaired or otherwise tweaked or repackaged; and
d. Software suppliers always reserve the right to stop offering their Software at any time.
16.2 The consequences of clause 16.1 is that your Art is produced using Software as it is at time of purchase. We cannot guarantee that any future changes to any Software won’t affect your Art or its Functionality, nor that Software suppliers will continue to offer their products and services in the same way (or on the same pricing model) as now – or at all.
16.3 Accordingly, all we can guarantee is the Functionality of our works at time of purchase (our Guarantee) - but not any time after that. It may be that there are no future changes that affect your Art, but you acknowledge that that is an unknown, and so if you buy Art from us you are buying on the basis of our Guarantee.
16.4 We cannot take any responsibility for the Functionality, maintenance, replacement, repair, storage or updating of your Art after the day of purchase. Nor can we give any guarantees about the continued availability or pricing of Software after the day of purchase.
16.5 We do not accept any liability for any loss, damage, loss of enjoyment, loss of expected profit on intended resale or costs (including maintenance and reinstatement costs) arising from changes to the Software or its withdrawal or changes to its pricing or general availability.
16.6 You further acknowledge that if Functionality is affected after the date of purchase for any of the reasons above then we will not offer a maintenance or restoration service. Nor will we keep a ‘master copy’ which you can use to reset/replace/renew your Art. You therefore need to take such steps as you think appropriate.
17. Licence
You grant us an irrevocable, royalty-free, perpetual worldwide licence to use the image comprising
your Art for marketing and archive purposes. Any copy we make will be coded as a copy of your original Art.
18. Your Right to Make Changes to the Art
As the owner of your Art, you have, subject to the limitations set out in clause 19.1, full rights to make such copies, amendments and variations to it, or otherwise deal with it as you wish.
19. Commercial Dealings with the Art
19.1 You agree that if you sell works in any format or form which include your Artwork in whole or in part, whether depicted in its original form or any variation thereof then on the earlier occurrence of:
a. your selling 500 copies in aggregate (whether of the same thing or different variations and iterations) for value (howsoever expressed); or
b. your receiving £1,000 in value (howsoever expressed);
then you will notify us and pay us royalties in the Ethereum (calculated at time of payment by reference to the Coinbase price) equivalent to 7.5% of the value you have received for any income (howsoever expressed) over the relevant trigger event above. Payment must be made on the last day of each calendar month for that month’s sales or other transfers.
19.2 For the avoidance of doubt, the sale or other transfer of your original Art does not generate any payment to us HOWEVER you are obliged to ensure that any such purchaser or other recipient first agrees in writing to be bound by the terms of this clause 19. Failure to so notify the new owner will allow us to seek payment from you should that purchaser's activities generate a trigger event under clause 19.1.
20. After-Sales Market
Other than a right to claim a royalty percentage on commercial dealings, we have no involvement with, or obligation to, subsequent owners of the Art.
21. Your Right to end Your Agreement With Us
Your purchase is a near instantaneous purchase performed by Smart Contract. It cannot be revoked or otherwise cancelled once initiated.
22. Warranties
THE SERVICES AND THE ART ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR PURCHASE OF THE ART OR USE OF THE SERVICES, OR THAT THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A WALLET OR SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICES, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY ART DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH ART. WE DO NOT GUARANTEE THAT THE ART IS LEGAL IN ALL JURISDICTIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT, AMENDMENT OR VARIATION THAT YOU OR ANY THIRD PARTY MAKES TO ART: YOU ARE SOLELY RESPONSIBLE FOR YOUR VARIATION OF THE ART AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND IF WE DISPLAY IT THEN YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF CONTENT PROVIDED BY YOU AND THEM. THE SERVICES MAY NOT ALWAYS BE AVAILABLE, AND AT TIMES OUR SERVERS OR SERVICES MAY BE DOWN OR MALFUNCTOINING OR DEACTIVATED.
23. Disclaimer Of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO YOUR PURCHASE OF THE ART AND/OR USE OF THE SERVICES PROVIDED HEREUNDER OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE ART OR SERVICES PROVIDED; (ii) THE INABILITY TO USE THE ART OR SERVICES FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE ART OR SERVICES; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A WALLET OR SERVER OWNED OR UNDER OUR CONTROL OR YOURS OR IN ANY WAY CONNECTED TO THE ART OR SERVICES. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF US, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF OUR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE ART OR SERVICES OR ANY CLAIMS RELATING TO THE AGREEMENT BETWEEN US OR THIS DOCUMENT SHALL NOT EXCEED THE AMOUNTS, IF ANY, RECEIVED BY US FROM YOU (SO THEREBY EXCLUDING ANY PAYMENT MADE BY YOU FOR GAS) TO US FOR THE ART.
WE MAKE NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED KINGDOM. THOSE WHO PURCHASE THE ART OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE NATIONAL, STATE, LOCAL OR OTHER LAWS, STATUTES, DIRECTIVES, RULES, REGULATIONS, AND ALL INTERPRETATIONS OR ORDERS OF ANY GOVERNMENT, ADMINISTRATIVE OR REGULATORY AUTHORITY OR COURT, INCLUDING BUT NOT LIMITED TO THOSE RELATED TO EXPORT AND IMPORT OF SOFTWARE, TECHNICAL INFORMATION OR SERVICES.
24. Release and Indemnification
You agree to release, indemnify and hold harmless us, our parents, subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, the Art and Services, (ii) your actual or alleged violation or breach of these Terms or rights of another person, and/or (iii) amendments and iterations of the Art created or provided by you. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of the contract between us.
25. Entire Agreement
These Terms together with any additional terms on our Portal constitute the entire agreement between us relating to your purchase of the Art and use of the Services and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
26. Severability
If at any time any provision of these Terms are or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms.
27. Variation
No variation of these Terms shall be effective unless in writing and signed by you and us.
28. Waiver
No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy is only effective if it is in writing.
29. Third Party Rights
These Terms and any contract between us generally does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
30. Governing Law and Jurisdiction
These Terms, any contract between us generally and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Art or Services or these Terms or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
End