Holy Ones Terms Of Sale
1. What You Are Buying
“You”, the person who has agreed to these “Terms of Sale”, are purchasing from the “Seller”, Holy OnesXYZ Ltd. (the “Art Collective”), one or more unique art pieces attached to a non-fungible token (each, an “NFT”). Each NFT, and the overall purchase that You are entering into, is subject to a number of terms and conditions, which are described below.
2. Your NFT
Each NFT that You are purchasing under this agreement is subject to certain rights and obligations:
- You shall be entitled to make use of the NFT in accordance with the “Holy Ones NFT License Agreement”, available here (the “NFT License”).
- You may transfer the NFT to any other person, provided that You provide them with notice that the NFT License applies, and that they are not misled about the nature of it (i.e. the acquisition of a license, similar to music, books, and other digital assets). If You do not make the purchaser aware of the NFT License then the transaction shall be void and the transferee shall not be able to make use of the copyrighted works covered by the NFT License and to which Your NFT is attached. For greater clarity: You may give away, sell, or transfer the NFT through any means that You wish, including the use of third-party marketplaces.
- You agree to indemnify Art Collective against any sales taxes owed in connection to Your purchase, other than sales taxes in the jurisdiction where Art Collective is domiciled.
- You shall have the right to use any brand name associated with the NFT provided that You do so on a non-commercial basis or clearly identify that You are not the owner of the brand name.
- You represent that You are purchasing one or more NFTs from Art Collective for Your own personal use, and not on behalf of an undisclosed third-party purchaser.
3. Limited Edition Series
Notwithstanding any term of this agreement, any representations made by the Art Collective regarding the exact quantity of NFTs in a particular series shall be binding upon the Art Collective.
The Art Collective shall promptly deliver each NFT to You. You shall be responsible for blockchain transaction fees that are required to be paid by Art Collective to transfer to You, but only to the extent that the fees are actually incurred by Art Collective (i.e. no surcharge or markup). You are solely responsible for ensuring that the delivery address that You supply to the Art Collective is accurate, and the Art Collective shall not be liable for any mistake that You make in entering Your blockchain address(es).
5. Customer Satisfaction Guarantee For Artwork And NFT
If You are not satisfied with Your purchase of any particular NFT (e.g. if the NFT is defective, not unique, if the artwork is not of the specifications expected, or the NFT does not operate in a manner that meets Your expectations), there is a 60 minute post-sale inspection period during which You may return the NFT for a full refund. Refunds are otherwise not permitted.
6. Uniqueness Guarantee
The Art Collective represents that each NFT’s artwork is unique and the Art Collective is the owner of the copyright in the NFT.
7. Eligibility To Buy From Art Collective
You must be at least the age of majority in the place in which You are resident. If You are less than 18 years of age, then You may not enter into this agreement. You represent that You meet the foregoing eligibility requirement, and are not subject to sanctions or any other legal restriction on the Art Collective’s ability to sell to You on a lawful basis.
8. First-Party Sale
The terms of this agreement only apply to the sale by Art Collective to You, and do not give any rights to secondary purchasers, other than as explicitly granted in this agreement.
9. Limited Indemnity For Seller
You agree to indemnify the Art Collective for any damages or costs of repair incurred in connection with representations that You have made that are not accurate, and for terms of this agreement that You have breached. Additionally, You agree to indemnify the Art Collective for any costs incurred in connection with Your breach of applicable law.
10. Limited Indemnity For Purchaser
You shall be indemnified by the Art Collective against any damages for copyright infringement where the copyright licensed to You by the Art Collective is found to be improper or invalid, and where it is awarded against You in the jurisdiction that governs this agreement.
11. Limitation Of Liability
The Art Collective shall not be liable to You, under any theory of law, or any cause of action, for more than the greater of a) 1,000,000 Colombian Pesos; or b) the aggregate purchase price of the NFTs purchased from the Art Collective. You acknowledge that the foregoing limitation on liability is a fair allocation of risk, and a necessary and integral aspect of these Terms of Sale, and that the Art Collective would not be able to sell NFTs to You on the terms embodied in this agreement without limiting its ability in this manner.
12. No Warranty
Each NFT is sold to You on an as-is basis. There is no warranty applicable to Your purchase, to the maximum degree permitted by law. Furthermore, the Art Collective specifically disclaims any liability to You for incompatibility with blockchains other than those specifically mentioned by the Art Collective.
You represent that You reside in a jurisdiction in which no sales tax is required to be collected by the Art Collective, or, in the alternative, You will make the necessary payment to the tax authority in Your jurisdiction with respect to any taxes due.
14. Governing Law And Choice Of Forum
This agreement shall be governed by the laws of the country of Colombia. Any dispute in relation to this contract or NFTs purchased from the Art Collective shall be heard and resolved in the courts of the city of MedellinCartagena, Colombia.
15. Entire Agreement
This is the entire agreement between the parties. This agreement supersedes any other understandings, representations, or agreements. You represent that You have not relied on any terms, representations, documentation, or any other source of information, even if provided by the Art Collective, that are not expressly a part of this agreement.
16. Digital Agreement
The parties have chosen to enter into this agreement electronically. Your assent to this agreement may be expressed without the need for a signature or other formal requirement, and You acknowledge that these terms are binding on You.