The Golden Voyagers, as an NFT generative project, which was started with an idea of some friends, has turned into a business and company for us. After a lot of back and forth with different lawyers we saw the necessity to create the following Terms of Sales for the GVP NFT drop. As we truly are NFT enthusiasts and creators we are open to everything you want to tell or ask us about the below. Just hop in the Discord to contact us.
The following provisions (“Terms of Sale” or “Agreement”) shall apply to the sale of tokens, rights and digital assets (“NFTs”) by GVP Labs UG, Lohmühlenstr. 65, 12435 Berlin (“Seller”) to its contractual partner ("Customer") via their website goldenvoyagerparty.com (“Website”). NFTs in the meaning of the Terms of Sale are deemed as Utility Tokens and not as securities in the meaning of the German Securities Trading Act (WpHG) or financial instruments in the meaning of the German Banking Act (KWG). NFTs are not used for investment purposes. The Seller does not provide investment advisory services or other financial services in relation to NFTs.
The following persons or entities are excluded from participation in the sale of NFTs: Anyone subject to the tax law of the United States or Canada, Anyone with domicile or permanent residence in jurisdictions in which the offer of cryptographic tokens is not permitted or that are filed on the current country list of high-risk and other monitored jurisdictions of the Financial Action Task Force (FATF).
3.1. Seller offers NFTs for sale through the Website. NFTs offered by Seller are each described in more detail on a separate subpage of the Website (“Detail Page”). Each NFT usually includes a graphical representation of the NFT (“NFT Content”). In addition, the NFT Content may include other elements such as artwork, graphics, video or text. The NFT Content for each NFT is specified on the respective Detail Page.
3.2. The purchase price for a NFT is indicated on the respective Detail Page. Payment can only be made with Ethereum (“ETH”). The purchase price is considered paid when the transfer of the amount owed by the Customer has been confirmed by the respective blockchain network. The purchase price for NFTs does include value added tax (VAT, “Umsatzsteuer”).
3.3. A prerequisite for the purchase of NFTs is that the Customer is the owner of an ERC-721 compatible crypto wallet (i.e. the owner of the corresponding private key) and has provided the address of that crypto wallet to the Seller. The Seller is not obliged to offer compatible crypto wallets itself. In any case, the Customer is solely responsible for the compatibility of the crypto wallet used and for the safekeeping of the transferred NFTs.
3.4. The transfer of the NFTs is deemed to have taken place when the status of the transaction is indicated in the crypto wallet with "confirmed" or on https://etherscan.io with "success".
3.5. Any refund, e.g. after exercising any right of revocation, if applicable, shall be made in the same currency and by the same means of payment as the used by the Customer for the initial payment, unless expressly agreed otherwise.
4.1. All material which is shared by Seller via the Website (“Content”), including but not limited to artwork, graphics, video, text, software, editorials, content descriptions, interfaces, trademarks, logos, images, photographs digital downloads of sound recordings, including songs, mixes and loops, downloads or samples, is the property of or is licensed to the Seller, and is protected by intellectual property rights laws. Without the prior written consent of the Seller or the applicable copyright holder, and except as provided in this Agreement, no Content may be transmitted, distributed, translated, publicly displayed, uploaded, published, recorded, retransmitted, rented, sold, distributed, digitized, endorsed, reproduced, altered to make new works, performed, or compiled in any way.
4.2. Upon the successful transfer of the NFT to the Customer, the Seller grants the Customer a worldwide, non-exclusive, license to use, copy, and display the NFT Content solely for the customers own personal, non- commercial use. The Customer may transfer the license to a third party only by transferring the NFT as set forth in clause 5 of this Agreement.
4.3. The Customer is solely responsible for any hardware, systems and/or software program(s) that is required to use, browse, stream, download, upload or transfer the NFT Content.
4.4. Unless expressly stated otherwise in these Terms of Sale or on the Detail Page, NFTs do not convey any rights of any form with respect to the Seller. In particular, NFTs do not convey ownership, distribution, redemption, liquidation or proprietary rights (including all forms of intellectual property), or any financial or other right with regard to the Seller or its businesses.
5.1. Any transfer of NFTs requires an agreement between the current holder and the new holder on the transfer of the NFTs. As an additional requirement, the current holder must transfer the NFTs to the new holder's Blockchain address. The transfer of NFTs is considered completed when the transfer has been confirmed by the Ethereum Network.
5.2. For each further transfer of the NFTs through Opensea, the Seller will receive a share of 2,5% of the purchase price.
5.3. A transfer of NFTs outside the Ethereum network is not permitted.
6.1. The Seller is liable without limitation if damage is caused by an intentional or gross negligent breach of duty by the Seller or one of its legal representatives or vicarious agents.
6.2. In addition, the Seller is liable for a slight negligent breach of essential obligations. Essential are those obligations the breach of which puts at risk the achievement of the contractual purpose, or the performance of which enables the fulfillment of the contract and is regularly trusted on by the Customer. In this case, the Seller however is only liable for foreseeable damage typical of the contract. The Seller is not liable for slight negligent breach of any other obligations than those mentioned in the previous sentences.
6.3. The aforementioned limitations of liability do not apply for damages from injury to life, body or health, for a defect after a guarantee for the condition of the product or for fraudulently concealed defects. The liability under the German Product Liability Act remains unaffected.
6.4. To the extent the liability of the Seller is excluded or limited, such exclusion or limitation also applies to the employees, legal representatives or vicarious agents of the Seller.
7.1. The Agreement is construed in accordance with and governed by German law, with the exception of its provisions on the applicable law which would lead to the application of another law. The application of CISG ("UN Sales Convention") is excluded. The Seller's registered place of business shall be the place of jurisdiction for all disputes arising from this Agreement. However, the Seller is entitled to file a suit at any other legal place of jurisdiction.
7.2. The Seller does not participate in any alternative dispute resolution schemes with a consumer arbitration panel and is not required to do so.