Terms and Conditions - Her Monsters Gang™

HER MONSTERS LIMITED

TERMS AND CONDITIONS

Last Modified: 27 January 2023

These Non-Fungible Tokens (NFT) Terms and Conditions (“NFT Terms“) constitute a legally binding agreement between Her Monsters Limited (“Her Monsters,” “us,” “our,” or “we”) and each registered or unregistered end user (each, a “User,” “you,” or “your”) of our Platform located at https://hermonsters.com/or such other URL as may be designated by Her Monsters from time to time, as well as any mobile apps, including social media pages and accounts (e.g., Discord, Twitter, and Instagram), or other related services or applications thereto (collectively, the “NFT Platform“).

The NFT Platform is considered part of the “Platform” as defined in our Terms of Service (“Terms of Service“).

The Terms of Service are incorporated by reference into these NFT Terms and govern your use and access of the NFT Platform. In the event of a conflict between these terms of these NFT Terms and the Terms of Service, the NFT Terms will take precedence.

By accessing and using the NFT Platform (including by purchasing or bidding on any items herein, you are deemed to have read, accepted, executed, and agreed to be bound by these NFT Terms (including the Terms of Service as incorporated by reference herein).

We may change or amend the NFT Platform or these NFT Terms at any time at our sole and absolute discretion. Any changes to the NFT Terms will be in effect as of the “Last Modified” date referred to at the top of this page. You acknowledge and agree that the form and nature of the NFT Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the NFT Platform.

If any provision of these NFT terms or the terms of service or any future changes are unacceptable to you, do not use or continue to use the NFT platform. Your continued use of the NFT platform following the posting of any notice of any change to these terms of service will constitute your acceptance and agreement to such change.

1. DEFINITIONS

(a) “Content” means content, materials, art, design, and drawings (in any form or media, including, without limitation, video, or photographs) in any NFT which you Own.

(b) “Goods” means any physical items that may be purchased and are not Content, including but not limited to apparel, vinyl collectibles, event tickets, etc.

(d) “Her Monsters NFT” means an NFT (as defined below) that is sold directly by or on behalf of Her Monsters through the NFT Platform, and that is associated with certain Content (as defined herein) made available by Her Monsters.

(e) “NFT” means a non-fungible token on the Cardano blockchain network.

(f) “Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source.

(g) “Purchased NFT” means an NFT that you Own.

(h) “Third Party IP” means any third-party intellectual property or intellectual property rights, including, without limitation, patents, 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.

2. NFT PURCHASES.

(a) The NFT Platform allows you to purchase and otherwise transact in Her Monsters NFTs. Any Her Monsters NFT that you acquire on the NFT Platform is not hosted or stored by Her Monsters but will be in your possession such as in your designated cryptocurrency wallet, and your ownership of the Her Monsters NFT will be recorded on the Cardano blockchain.

(b) Her Monsters has no obligation or liability to you for keeping, storing, or helping you recover any Her Monsters NFT that you purchase hereunder.

(c) When you purchase a Her Monsters NFT, you own the NFT, but you do not own any intellectual property rights in the Content except for the license grants expressly set forth herein.

(d) For as long as you lawfully own a Her Monsters NFT, Her Monsters grants you an exclusive, perpetual, irrevocable worldwide license under our copyrights to use, distribute, reproduce, display, perform, modify, and create derivative works of your Her Monsters NFT for personal and commercial uses. This license includes the right to display as a profile picture, display on products or services, display on sold merchandise, use in your original content, or to display in a physical or digital museum. All intellectual property rights in and to your Her Monsters NFT and any other intellectual property rights of Her Monsters NFT not expressly licensed herein are reserved by Her Monsters.

(e) In certain instances, a purchase of an Her Monsters NFT may come with a commitment by Her Monsters that the Her Monsters NFT will be “one of a kind” or a similar designation (“Unique NFT”). In such an instance, Her Monsters commits that it will not sell any other NFT featuring the same Content as associated with such Unique NFT.

(f) For clarity, Her Monsters does not represent, warrant, or guarantee that others have not created or downloaded their own copies of such Content (including via unauthorized ripping or downloading of such Content), or that others will not attempt to sell their own NFTs featuring such Content.

(g) Her Monsters has no obligation or liability to take down such other NFTs featuring such Content. Further, the foregoing does not restrict the Her Monsters from selling other Content of the same event as featured in any Unique NFT, if such other Content is different from the Content of the Unique NFT (e.g., different images, purposes, clip length, camera angle, background music, etc.).

3. OWNERSHIP

(a) You acknowledge and agree that, as between you and Her Monsters, Her Monsters (or, as applicable, its licensors or other contracted third parties) owns all legal right, title, and interest in and to the Content and the Goods, and all intellectual property rights therein.

(b) The rights that you have in and to the Content and Goods are limited to those described in these NFT Terms.

(c) Her Monsters reserves all rights in and to the Content and the Goods not expressly granted to you in these NFT Terms.

4 LICENSES.

(a) If you purchase an Her Monsters NFT through the NFT Platform, then subject to your compliance with these NFT Terms and the Terms of Service, Her Monsters grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for your Purchased NFTs and any Included Goods, 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 NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Content for their Purchased NFTs to ensure that only the actual owner can display the Content; or

(iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Content for their Purchased NFTs to ensure that only the actual owner can display the Content, and provided, further, in each case, that the Content is no longer visible once the owner of the Purchased NFT leaves the website/application.

(b) This license only lasts if you are the valid owner and holder of the Her Monsters NFT associated with the licensed Content.

(c) As a condition to your sale or transfer of the Her Monsters NFT to another person (the “Next Holder”), the NFT Terms (including this license) must be binding upon and transfer to the Next Holder of the Her Monsters NFT, and you will no longer have the benefits of such license; provided, however, you will always remain responsible for your compliance with the NFT Terms.

(d) As between any User and Her Monsters, Her Monsters retains all right, title, and interest in and to the NFT Platform and Content, throughout the world, in perpetuity. The Content and all intellectual property rights in and to the NFT Platform are considered “Platform IP” as set forth in the Terms of Service.

5. RESTRICTIONS.

(a) You agree that you may not, nor permit any third party to do or attempt to do, any of the foregoing without Her Monsters’s express prior written consent in each case:

(i) modify the Content for your Purchased NFT or the Included Goods in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes of such Content;

(ii) use the Content for your Purchased NFTs or the Included Goods to advertise, market, or sell any third-party product or service;

(iii) use the Content for your Purchased NFTs or the Included Goods 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;

(iv) use the Content for your Purchased NFTs or the Included Goods in movies, videos, or any other forms of media;

(v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize Goods that includes, contains, or consists of the Content for your Purchased NFTs or the Included Goods;

(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content for your Purchased NFTs or the Included Goods; or

(vii) otherwise utilize the Content for your Purchased NFTs or the Included Goods for your or any third party’s commercial benefit.

(b) To the extent that Content for your Purchased NFTs or the Included Goods contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows:

(i) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Content or Goods, and subject to the license and restrictions contained herein;

(ii) that, depending on the nature of the license granted from the owner of the Third-Party IP, Her Monsters may need to pass through additional restrictions on your ability to use the Content or Goods; and

(iii) to the extent that Her Monsters 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.

6. TERMS OF LICENSE

(a) The license granted in Section 4 above applies only to the extent that you continue to Own the applicable Purchased NFT.

(b) If at any time you sell, trade, donate, give away, transfer, burn, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Content for those NFTs.

7. AUCTION TERMS

(a) The Her Monsters NFTs may be sold by Her Monsters as part of an auction wherein you will be permitted to submit bids for an Her Monsters NFT through the NFT Platform or such other means that Her Monsters designates in its sole discretion.

(b) You must pay for the purchase via the currency set forth by Her Monsters, which may be in dollars or cryptocurrency.

(d) As soon as you place and confirm your bid amount, you agree that you may not, under any circumstances, amend, retract, or revoke your bid.

(e) Her Monsters is not responsible for any errors made in your bidding.

(f) Her Monsters reserves the right, in its sole and absolute discretion to:

(i) reject, revoke or refuse to accept any bid (even those that have been previously accepted);

(ii) withdraw any Her Monsters NFT from being eligible for purchase, whether during or after the sale, including for failing to meet any reserve prices;

(iii) restart or continue the bidding even if the bidding has finished; or

(iv) in the case of error or dispute and whether during or after the sale, to continue the bidding, determine the successful bidder, cancel the sale of the lot, or re-offer and re-sell any lot.

(g) If any dispute relating to bidding arises during or after the sale, Her Monsters’s decision in exercise of this option is absolute and final.

(h) Bids may only be submitted between the dates and times specified for that Her Monsters NFT, or as otherwise permitted by Her Monsters in its sole discretion. However, Her Monsters may extend the bidding window to always ensure a buffer period (such as five minutes) exists between the last bid and closing time of that bidding window. These extensions may continue indefinitely until there is no more bidding activity on the Her Monsters NFT for such designated period.

(i) The purchase price of any auction will include the hammer price and the buyer’s premium (in the case of a sale by auction) or a “Buy Now” price if that is offered by Her Monsters, as well as any all shipping and related costs and charges, any applicable duties, goods, sales use, compensating or service tax or value added tax.

(j) Her Monsters may provide a “Buy Now” feature that allows you to pay for a Her Monsters NFT at a specific price without bidding during an auction. If you purchase such a lot at the “Buy Now” price, these NFT Terms and auction terms will apply to the purchase or bid in the same manner as if you had been the successful bidder in an auction for that Her Monsters NFT.

8. VERIFICATION AND PAYMENT

(a) In the event you are a winning purchaser of a Her Monsters NFT, you must pay the purchase price within 1 business day after the close of the auction, or such other time as may be specified in the particulars of the Her Monsters NFT auction or sale.

(b) You will not be eligible to collect the purchased Her Monsters NFT until after Her Monsters has received all applicable purchase amounts from you, and Her Monsters completes all purchaser identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks, that Her Monsters may require to its satisfaction.

(c) If in our opinion, you do not satisfy our bidder identification and registration procedures, we may refuse to register you to bid or permit your participation in the sale and if you make a successful bid, we may cancel your bid and sell the Her Monsters NFT to another person.

(d) Once Her Monsters has completed all bidder identification and registration procedures set forth above, Her Monsters will contact the buyer of an Her Monsters NFT to arrange for secure transmission of the purchased Her Monsters NFT via a cryptocurrency wallet or other mutually agreed upon means.

(e) Such buyer is solely responsible for any errors that may occur in such transfer due to providing us incorrect information about their wallet, its keys, or other relevant information required to facilitate such transfer.

(f) When you make purchases through the NFT Platform, including, without limitation, any purchase for Her Monsters NFTs, you must provide and maintain valid payment information (e.g., credit card number) in connection with your Account with us.

(g) You represent and warrant that you are authorised to use the payment method you use via the NFT Platform to make any purchase.

(h) You authorise us (or the provider of any subscription to which you subscribe) to charge your payment method for the total amount of your purchase (including any applicable taxes).

(i) Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.

(j) Other payments terms for purchases are set forth in the payment section of the Terms of Service.

(k) We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Platform, or any other payment or transactions that you conduct via the NFT Platform. We do not provide refunds for any purchases that you might make on or through the NFT Platform (whether for Her Monsters NFTs or anything else).

(l) 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 associated with your use of the NFT Platform or Her Monsters NFTs, except for income taxes levied on us as a result of any such purchases of Her Monsters NFTs.

9. ASSUMPTION OF RISKS

(a) You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavourable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.

(b) The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Each Her Monsters NFT has no inherent or intrinsic value.

(c) 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.

(d) You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any blockchain network, however caused.

(e) You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same.

(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 NFT Platform, and therefore the potential utility or value of your Her Monsters NFTs.

(g) Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your Her Monsters NFTs.

(h) Any purchase or sale you make, accept, or facilitate outside of the NFT Platform of an NFT will be entirely at your risk.

(i) We do not control or endorse purchases or sales of NFTs outside of the NFT Platform.

(j) We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Platform.

(k) We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these NFT Terms, for any failure or delay in fulfilling or performing any of our obligations under these NFT Terms or in operating the NFT Platform, when and to the extent such failure or delay is caused by or results from any events beyond Her Monsters’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

10. TERMS OF SERVICE

All terms, covenants, agreements, and conditions contained in Her Monsters’ Terms of Service are hereby incorporated into these NFT Terms by this reference and will apply to the auction, your Purchased NFTs, the Content, the Goods and your rights and restrictions regarding the same.

11. THIRD-PARTY BENEFICIARIES

Each third party that owns the Content or licenses the Content to Her Monsters, in each case, pursuant to a duly executed written agreement with Her Monsters, is an expressly intended third-party beneficiary of these NFT Terms and will be entitled to the benefit of these NFT Terms to the same extent as Her Monsters is and will have the right to directly enforce these NFT Terms against you to the same extent as Her Monsters is.

12. GOVERNING LAW AND DISPUTES

The governing law for these Terms and Conditions will be English law and you hereby are given notice that the platform terms contain an arbitration agreement and therefore you and Her Monsters agree that disputes between us will be resolved by mandatory binding arbitration, and all parties waive any right to participate in a class action lawsuit or class-wide arbitration or equivalent action.