1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to the use of the website www.newworldguardians.com (hereinafter referred to as “Website”) operated and provided by NWG-NFT GmbH and the purchase of “New World Guardian” NFTs via the Website.
1.2. When purchasing “New World Guardian” NFTs via the Website, the following regulations will be sent to you again, together with the purchase confirmation, on a permanent data carrier (usually by e-mail).
1.3. Users may purchase licenses to digital photographs, images, and other digital works of art created by NWG-NFT GmbH which have been individualized as so-called NFTs (non-fungible tokens) (hereinafter “New World Guardian(s)”), via the Website. Each “New World Guardian” is unique and non-reproducible.
1.4. The proceeds generated by the transfer of the “New World Guardians” are partly used for charitable purposes. An overview of the supported projects (hereinafter “Social Projects”) can be found on the Website at www.newworldguardians.com. The purchaser has no claim to any proof of the use of these proceeds.
2. Use of the Website
2.1. The Website is operated by NWG-NFT GmbH. Generally, the Website can be viewed without registration.
2.2. NWG-NFT GmbH makes every effort to ensure that the information presented on this website is correct. All details and information on this Website are for non-binding general information purposes only and are provided without any guarantee.
2.3. The services provided through the Website are provided without warranty of any kind.
2.4. You may not use the Website for any illegal or unauthorized purpose, or violate any law (including, without limitation, copyright laws) in the course of using the Website.
3. Registration and Whitelisting
a. Registration on the Website
3.1. Obtaining “New World Guardians” requires you to have completed the registration process on the Website. The registration process is complete once you have verified your e-mail address. By verifying your e-mail address, you explicitly agree to these GTC.
3.2. Registration on the Website shall be carried out by truthfully stating the full name, address (place of residence or headquarters) as well as the Ethereum wallet address of the user. Registration with false data shall not be permitted and may lead to exclusion from the purchasing phase of “New World Guardian”. The user shall be liable for the consequences of incomplete or false information.
3.3. Each person may only register once as a user on the Website and confirms with the registration that he/she is not already registered.
3.4. The registration on the Website as well as the subscription to “New World Guardians” shall only be permitted to natural persons who are of legal age according to the laws of their country of residence.
3.5. Registration with false data, multiple registrations by the same person, purchasing of New World Guardians by unauthorized persons or the use of so-called “disposable e-mail addresses” for the registration on the Website shall entitle NWG-NFT GmbH to delete the created users.
b. Whitelisting Phase (“Pre-Registration”)
3.6. Users who are included in the whitelist will receive offers to purchase “New World Guardians” on a priority basis. Entering the whitelist is only possible via raffles or via an individual offer by NWG-NFT GmbH.
3.7. From time to time, whitelist spots for the next issue of “New World Guardians” are raffled on the Website (hereinafter referred to as the “Whitelisting Phase”). To participate in such raffles, you shall have to provide your e-mail address and Ethereum wallet address on the Website. The exact terms and conditions of the raffle shall be announced separately on the Website prior to each raffle.
3.8. Users who are whitelisted shall receive offers to subscribe to “New World Guardians” on a priority basis.
c. Purchase of “New World Guardians“
3.9. NWG-NFT GmbH is the issuer of “New World Guardians”.
3.10. You have no claim to purchase “New World Guardians”. NWG-NFT GmbH shall have the right to refuse the conclusion of a contract for the purchase of “New World Guardians” to you without stating reasons.
3.11. The user shall be obliged to update his/her personal data before each purchase of “New World Guardians”.
i. Whitelist Users
3.12. If you, as a whitelist user, receive an offer to subscribe to “New World Guardians”, you have 24 hours to accept the offer. The offer expires if you reject the offer or make a counteroffer; in any case, the offer shall expire after 24 hours from the transmission of the offer to you. Once the offer expired, you have no right to receive another priority offer for the subscription of “New World Guardians”.
3.13. Entering the Whitelist does not create any (legal) right to receive one or more specific “New World Guardians”.
ii. Non-Whitelist Users
3.14. Users who are not included in the whitelist shall have the possibility to obtain “New World Guardians”, provided that not all “New World Guardians” have been sold to users on the whitelist.
iii. Conclusion of the Contract
3.15. The contract between the user and NWG-NFT GmbH is concluded if the user pays the purchase price stated in the offer within 24 hours. After receipt of the purchase price, the purchased “New World Guardians” will be issued to the user.
4. Exchange of Services
a. Issue of New World Guardians and Transfer of Ownership
4.1. The “New World Guardians” shall be issued after the conclusion of the contract by transferring the obtained “New World Guardians” to the Ethereum wallet address provided by you on the Website. NWG-NFT GmbH shall not be obliged to verify your Ethereum wallet address and does not assume any liability resulting from an incorrect Ethereum wallet address. By instructing the transfer of the obtained “New World Guardians” to the Ethereum wallet address provided by you on the Website, NWG-NFT GmbH has fulfilled her obligation to issue “New World Guardians” to you.
4.2. Ownership of each “New World Guardian” obtained by you shall be transferred to you on the Ethereum blockchain. Each “New World Guardian” is labelled and individualized with a unique number. Each “New World Guardian” NFT is stored on the Ethereum blockchain. Ownership of the NFT is fully regulated by the Smart Contract and the terms of the Ethereum network.
4.3. Users shall be solely and fully responsible for the security and management of their own private Ethereum wallets and the validation of all transactions and contracts generated after obtaining “New World Guardians”.
b. Transfer of Rights
4.4. Upon full payment of the purchase price, NWG-NFT GmbH grants you an exclusive, worldwide, perpetual, irrevocable, non-sublicensable and non-transferable license to use the “New World Guardian(s)” purchased by you (hereinafter “License”). This right of use shall specifically include the right to make the NFT publicly available, to distribute and reproduce it. Reproduction rights shall include the right to publicly reproduce the NFT for private purposes (by sound carrier, image carrier, image and sound carrier, multimedia carrier or other data carriers in all compatible formats, using appropriate digital processes and techniques).
4.5. You shall not be etitled to modify your “New World Guardians” in any way.
4.6. The subscription to a “New World Guardian” shall not grant any right to the analogue piece of art.
4.7. The license shall expire immediately and without previous notice if a purchase of a “New World Guardian” is revoked for any reason.
4.8. Except for the rights of use granted above for “New World Guardians” you have purchased, all content, information and materials contained on the Website, including but not limited to trademarks, logos, brands, names, designs, texts, slogans, graphics, images, data, software, files or the overall appearance of the Website, are the exclusive (intellectual) property of NWG-NFT GmbH or her licensors or contractors. No license to any of these proprietary rights shall be granted to you. You shall undertake no action that infringes or violates any such proprietary rights.
c. Exclusion of Companies with Controversial Business Practices as well as Companies Operating in Scorned Business Fields
4.9. The following business practices shall be considered controversial:
– Violations of human rights
– Violations of labour laws
– Unfair business practices
– Environmental pollution
4.10. You and any subsequent holder of “New World Guardians” shall be prohibited from renting, lending or otherwise granting rights to use New World Guardians to any person who engages in controversial business practices or who supplies or finances such persons.
4.11. Any subsequent holder of a “New World Guardian” shall respect the above provision when transferring a “New World Guardian” and inform the transferee accordingly.
4.12. The publication, reproduction and distribution of “New World Guardians” shall be prohibited to any person using controversial business practices.
4.13. The following business fields shall be considered scorned:
– Alcoholic beverages
– Animal products
– Animal testing
– Civilian firearms
– Dangerous pesticides
– Fossil fuels
– Genetic engineering
– Hazardous substances
– Military equipment and services
– Nuclear energy
– Stem cell research
– Video games glorifying violence
4.14. You and any subsequent holder of “New World Guardians” shall be prohibited from renting, lending or otherwise granting any right to use “New World Guardians” to any person who operates in any of the scorned business fields or who directly or indirectly participates in or is otherwise associated with any company or person operating in any of the scorned business fields.
4.15. Any subsequent holder of a “New World Guardian” shall respect the above provision when transferring a “New World Guardian” and inform the transferee accordingly.
4.16. The publication, reproduction and distribution of “New World Guardians” is prohibited to any person who operates in any of the scorned business fields or who, to a considerable degree, directly or indirectly participates in or is otherwise associated with any company or person operating in any of the scorned business fields.
d. Right of Repurchase and Punitive Damages
4.17. In the event of a breach of any of the obligations named in clause c, shall be entitled to repurchase the “New World Guardian” at the purchase price of the last transaction (“Repurchase Price”). The right of repurchase shall be exercised by written declaration to the rights holder, whereby the parties agree that the declaration of repurchase by e-mail is considered equivalent to a written declaration.
4.18. In addition, in the event of a breach of any of the obligations named in clause c, a contractual penalty in the amount of two times the purchase price of the last transaction shall be agreed.
4.19. The parties shall agree that the Repurchase Price together with the contractual penalty are due immediately.
e. Fees, Payment
4.20. You may pay for your purchase of “New World Guardians” by credit card or in ETH. The purchase price is the price listed on the website (including VAT).
4.21. For the first issue of each “New World Guardian”, NWG-NFT GmbH will receive a share of the net purchase price amounting to 80%. 20% of the net purchase price will go to one or more Social Projects, which can be viewed at www.newworldguardians.com; this share will be held in trust by NWG-NFT GmbH on her own donation wallet in the form of a hardware wallet until it is transferred to the Social Projects, and will be transferred to Social Projects in regular intervals. The net purchase price is the purchase price paid without VAT with a subsequent purchase of a “New World Guardian”.
4.22. If you choose to purchase “New World Guardians” through our website, all financial transactions you make will be processed exclusively by an external payment service provider or through the Ethereum network. The external service provider as well as the Ethereum network may charge fees for their services.
4.23. NWG-NFT GmbH has no insight into or control over payments or transactions on the Ethereum network. Additionally, NWG-NFT GmbH has no possibility to reverse transactions made on the Ethereum network. As a result, NWG-NFT GmbH shall not be liable to you as a user or to any third party for any claims, damages or losses that may arise from any transaction you make on the Ethereum network.
f. Royalties Upon Transfer of the New World Guardians
4.24. For each additional transfer of a “New World Guardian”, NWG-NFT GmbH will receive a share of the net purchase price in the amount of 7.5% (“Artist Royalties”). A further 2.5% of the net purchase price will go to one or more of the Social Projects that can be viewed at www.newworldguardians.com (“Social Royalties”); this share will be held in trust by NWG-NFT GmbH on her own donation wallet in the form of a hardware wallet until it is transferred to the Social Projects, and will be transferred to Social Projects in regular intervals. The net purchase price is the purchase price paid for the transfer of a “New World Guardian” excluding VAT.
4.25. Any subsequent holder of a “New World Guardian” shall respect the above regulation when transferring a “New World Guardian” and inform the transferee accordingly.
5. Liability, Right of Withdrawal, Guarantee Exclusion
a. No Legal Right to Withdrawal from the Contract
5.1. Once your “New World Guardians” are issued, their price is subject to fluctuations on trading platforms and other markets over which NWG-NFT GmbH has no control. Therefore, you have no legal right to withdraw from the contract for the purchase of your “New World Guardians”.
b. No Guarantees or Promises for the Future
5.2. “New World Guardians” were created solely as collectibles, not as investment instruments or substitutes for cryptocurrencies. NWG-NFT GmbH shall make no promises or guarantees that “New World Guardians” will retain any monetary value in fiat, cash or cryptocurrency in the future.
7. Final Provisions
7.1. These GTC and any contract concluded between NWG-NFT GmbH and the user regarding the purchase of a “New World Guardian”, including the evaluation of its valid conclusion, its prior effects and after-effects as well as any other disputes arising from or in connection with this relationship, shall be governed by Austrian law to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
7.2. Any disputes arising from or in connection with these GTC or the contract concluded between NWG-NFT GmbH and the user for the purchase of a “New World Guardian” shall be settled by the competent court in St. Pölten (Austria).
7.3. Should any provision of the GTC be or become invalid or unenforceable, the remainder of the GTC shall remain unaffected. These provisions shall automatically be replaced by valid and enforceable ones that achieve the intended purpose in the best way possible.
7.4. Place of fulfilment shall be St. Pölten (Austria).
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