PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OUR PLATFORM.
Last updated: 6 March 2024
1.1 The Stag Alliance platform (available at play.elderworld.io (Platform) allows its users to purchase and sell the Stag Alliance NFTs, the Elderworld NFTs, the Portal Pass NFTs, and other non-fungible tokens released from time to time (together, Stag NFTs) and the Platform native tokens, access the Elderworld and use the Services (please see clause 9.1 below).
1.2 The Platform is made available and operated by Elderworld Studios Ltd, a company incorporated and registered in England and Wales with registration number 14727949, and with its registered office at 15 Newland, Lincoln, England, LN1 1XG (we/us/our).
2.1 Our contract with you. By accessing the Platform, you confirm that you understand and accept these terms and that you agree to comply with them. These terms are a legal agreement between you and us.
2.2 What do these terms cover? These terms govern your use of the Platform.
2.3 Why you should read these terms. Please read these terms carefully before you access the Platform and start purchasing the Stag NFTs. These terms tell you who we are, how you can use the Platform and the Services, how you can purchase the Stag NFTs, how we may change these terms or suspend your access to the Platform, what to do if there is a problem and other important information.
2.4 There may be other or additional terms applicable from time to time. Please note that there may be additional terms posted on the Platform from time to time, which may also apply to your use of the Platform or your activities on the Platform. They may be expressly incorporated into these terms by being mentioned here, or by being published on the Platform. All Stag NFTs are subject to specific terms of sale (Stag NFT Terms of Sale) set out in Schedule 1. There may also be additional terms applicable to any specific Stag NFTs. In each case where additional or different terms apply, you will be notified of this.
2.5 We may update these terms. We reserve the right to amend these terms at any time at our discretion. Every time you wish to use the Platform, please check these terms to ensure you understand the terms that apply at that time. By continuing to use the Platform following any update to these terms, we will assume that you have accepted the updated terms. These terms were most recently updated on the date stated at the top. Please contact us if you wish to see any of the previous versions of these terms.
3.1 Functionality. You acknowledge that the Platform, the Services, and our websites (available at https://www.stagalliance.com/ and https://www.elderworld.io/) (Website) are made available via the internet and as a result, the availability of the Website, the Platform, and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Website, the Platform, and the Services will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
3.2 Accessibility. While we want to ensure that the Website, the Platform, and the Services are accessible and available at all times, we may suspend or restrict the availability of the Website, the Platform, or the Services for business and operational reasons. We have the right to make any changes to the accessibility and functionality of the Website, the Platform, and the Services from time to time without notice, including, without limitation: (a) to address users’ needs; (b) to comply with any applicable laws; or (c) to add new functionalities or improve existing functionalities. If you have difficulties accessing the Website, the Platform, or the Services, please email us at terms@elderworld.io
3.3 Jurisdictional restrictions. We may, in our sole discretion, not make the Website, the Platform, or the Services available in all markets and jurisdictions and may restrict use of all or a portion of the Website, the Platform or the Services without any liability to you.
4.1 Eligibility to use the Platform. You must meet the criteria listed below to use the Platform. By accessing our Platform, you confirm that:
(a) you are at least 18 years of age;
(b) you have the full power, right and authority to agree to these terms;
(c) you have successfully passed our KYC/AML checks, if we, in our sole discretion, decide to conduct them;
(d) you will comply with all applicable laws and regulations;
(e) you have not been previously removed or suspended from the Platform;
(f) you are accessing the Platform and purchasing the Stag NFTs in your own name or, if you are doing so on behalf of someone else (including any corporate body), you have the necessary authority and consents to represent that third party;
(g) you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
(h) you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold the Stag NFTs or be a party to any transaction involving the Stag NFTs;
(i) you understand the risks associated with purchasing, using and selling the Stag NFTs;
(j) you have sufficient knowledge and understanding of how to transact using digital asset wallets; and
(k) all the information provided by you to us is true and accurate and you will keep it updated at all times.
4.2 Further information. We may contact you and ask for further information or documents to verify the information you provided to us. If you fail to provide us with such information or documentation, we may refuse your access to the Platform.
4.3 Account. If you meet the eligibility criteria and want to create an account to use the Platform, you need to provide your Discord account details and connect your digital asset wallet (Wallet) containing the Stag Alliance NFT or the Portal Pass NFT. Having the Stag Alliance NFT or the Portal Pass NFT is necessary to access the Platform. You may be able to access the Platform without having the Stag Alliance NFT or the Portal Pass NFT in the future, so please check the Website when such feature becomes available.
4.4 Digital Wallet. The Platform currently supports Any CIP-30 supporting Cardano wallet. You are solely responsible for ensuring that the Wallet linked to your account on the Platform is correct and supported by the Platform.
4.5 KYC/AML checks. We may, from time to time, screen your account, the Wallet, and other activities on the Platform in compliance with KYC/AML regulatory requirements pursuant to any applicable laws and regulations. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or other financial crimes.
4.6 Passwords. You are responsible for keeping, protecting, and safeguarding any keys, certificates, passwords, codes, user IDs, or other credentials and login information (collectively, Passwords) that have been provided to you or that are generated in connection with your use of the Platform and the Services. If you lose the Passwords, you may not be able to access your account on the Platform. You agree to notify us immediately of any unauthorised use of the Passwords. If you authorise any third party to use the Passwords, the third party will know your account information and your account will be exposed to certain risks and you may suffer loss or damage. We will not be liable to you for any losses or damages arising out of the unauthorised use of the Passwords, including the use of the Passwords by authorised third parties.
4.7 Right to use the Platform. By accepting these terms, we grant to you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform, subject to your compliance with these terms, including section 4.8.
4.8 Prohibited uses. You must not use the Website, the Platform, or the Services to:
(a) conduct any unsolicited or unauthorised advertising or promotional activity or any other form of similar solicitation (spam);
(b) conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, laws against money-laundering, gambling, terrorist financing, or any other type of financial crimes;
(c) engage in speculative investments or any activity that may bring us or the Platform or any other user into disrepute (whether defamatory or not);
(d) conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);
(e) act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us or any other user);
(f) bypass or facilitate bypassing of non-fungible token creators’ rights;
(g) disseminate any content that contains viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or is illegal, immoral or in any other way inappropriate or harmful;
(h) interfere in any way, including to disassemble, decompile or reverse-engineer, any software in the Website, Platform, or the Services, or incorporate it into any other program or application;
(i) access any part of the Website, the Platform, or the Services to build a product or service which competes with the Website, the Platform, or the Services, or any functionality provided by it; or
(j) assist any ineligible person in accessing the Platform or the Services.
(k) share sell or buy any other accounts, use multiple accounts to break any of these terms, exploit any known faults or bugs in the Website, the Platform or Services.
4.9 Platform Limits. We reserve the right to change, suspend, or discontinue any aspect of the Platform or the Services at any time, including hours of operation, availability of any feature or any part of the Services, without notice and without liability to you.
4.10 Access Termination. We will have the right to refuse your access to the Platform at our sole discretion, in particular, if we believe that the information provided to us was incorrect or fraudulent or you have breached clause 4.8 above. We may suspend or terminate your access immediately and without notice if we believe that you are in breach of any of these terms, no longer meet the account eligibility criteria, or if we are required to do so under any applicable law or regulations or asked to do so by a regulator or any governmental body. We may also suspend or terminate your access immediately and without notice if you fail to comply with the Stag NFT Terms of Sale, or become known for not respecting, breaching, or bypassing non-fungible token creators’ rights.
5.1 Intellectual property rights. We are the owner or the licensee of all intellectual property rights in the Website, the Platform, the Services, and all material published on the Website and the Platform. Those works are protected by copyright laws and treaties around the world. This means that you are not permitted to copy or use any such content other than in accordance with this clause 5. All such rights are reserved. Our status as the authors of content on the Website and the Platform must always be acknowledged.
5.2 Content is provided for general information only. The content on the Website and the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must not use any part of the content on the Website or the Platform for commercial purposes without obtaining a licence to do so from us. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on the Website and the Platform. Although we make reasonable efforts to update the information on the Website and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website and the Platform is accurate, complete, or up to date.
5.3 Linking to the Website and the Platform. You may link to the Website and the Platform, provided you do so in a way that is fair and legal and does not damage the reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part where none exists. We reserve the right to withdraw any previously granted linking permission to you without notice and any liability to you.
5.4 Third-party sites, products and services. Where the Website or the Platform contains links to other sites and resources provided by third parties, such as social media platform and digital asset wallet providers, these links are provided for the information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only.
5.5 User Content. All information, materials, video, audio and any other items uploaded by you onto the Platform constitute User Content. All User Content submitted to the Platform: (a) must be accurate; (b) must comply with all applicable law or regulation, including in any country from which it is posted; (c) must be appropriate and not offensive; (d) must not infringe any third-party rights; and (e) must pass all necessary intellectual property checks (if we decide to conduct them). We are not required to monitor the User Content, but we reserve the right to remove any User Content from the Platform if it does not, in our opinion, meet these User Content standards. All users are responsible for complying with the User Content standards in this clause 5.5 for any User Content they submit. We accept no liability to you or any other user or third party in relation to the content, accuracy, or completeness of any User Content. You will indemnify us for any loss or damage we suffer as a result of your breach of the User Content standards.
5.6 Ownership of User Content. By uploading any User Content to the Platform, you: (a) represent and warrant that you have the right to upload and publish the User Content, whether as an owner or a licensee; and (b) grant us a non-exclusive, worldwide, royalty-free, fully paid up, transferrable, sublicensable, perpetual and irrevocable licence to copy, display, upload, distribute, publish, store, and otherwise use your User Content to the extent and in such a manner as is necessary to operate the Platform.
6.1 Digital Wallet. Once you have created your account on the Platform, you may be able to mint, sell, and purchase certain Stag NFTs. Having the Wallet may be necessary to mint, sell, and purchase certain Stag NFTs, and the Wallet may also be used (in addition to any other payment methods made available by us from time to time) to pay for certain transactions concluded on the Platform. Transfer of the Stag NFTs to the Wallet is at your own risk, and we will not be liable for accidental or fraudulent transfer to an incorrect Wallet.
6.2 Credit Card. You can purchase certain Stag NFTs with your credit card in the fiat currency specified by us on the Platform. These payment transactions may take place on the third-party websites, so please see section 11 for more information on the Third-Party Products. Once purchased with the fiat currency, the Stag NFTs will be transferred into the Wallet linked to your account on the Platform, and we will not be responsible or liable to you for an incorrect Wallet linked to your account.
6.3 Network Fees. The applicable network or supported bridge may charge a fee in connection with the Stag NFTs, the Germs, and the Rewards, and the PSTGs transactions (Network Fees). You are responsible for, and agree to pay, all Network Fees associate with your use of the Platform, the Services, and any Stag NFT, Germ, Reward, and PSTG transactions you conclude on the Platform or via the Services.
6.4 Taxes. You are responsible for any taxes that may be due in connection with your ownership and sale of the Stag NFTs, the Rewards, the PSTGs, and use of the Platform. It is your sole responsibility to determine whether, and to what extent, any taxes apply to the Stag NFTs, the Rewards, the Germs, the PSTGs, and any transactions on the Platform, and to withhold, collect, report, and remit the correct amount of tax to the appropriate tax authorities. You will indemnify us in full in the event we are required to pay any taxes in respect of your Stag NFTs, the Rewards, the Germs, the PSTGs, and any other transaction concluded by you on the Platform or via the Services.
6.5 No right to cancel. Due to the irreversible nature of all blockchain transactions, you agree that all transactions on the Platform, including the Stag NFT transactions, are irreversible and that no refunds will be due to you in any circumstances. By accepting these terms, you agree to lose your right to withdraw from the purchase or sale of the Stag NFTs as soon as you have submitted your transaction instruction.
7.1 Portal Pass NFTs. Our original non-fungible tokens (Portal Pass NFTs) have already been minted and are currently sold through third-party platforms. You may be able to purchase the Portal Pass NFTs from us or other users on the Platform. The Portal Pass NFTs are not subject to any terms other than those of the third-party marketplaces (please see section 11 for the Third-Party Products). By selling or purchasing the Portal Pass NFTs on the Platform, you agree that these terms, including the Stag NFT Terms of Sale, will apply to any further use of the Portal Pass NFTs. Please see the Stag NFT Terms of Sale for further details on what rights and restrictions will apply to the Portal Pass NFTs.
7.2 Stag Alliance NFTs. 7,500 characters from the Stag Alliance project (Stag Alliance NFTs) have already been minted and are currently sold through third-party platforms. You may be able to purchase the Stag Alliance NFTs from us or other users on the Platform. The Stag Alliance NFTs are currently subject to the terms and conditions located here: https://www.stagalliance.com/terms-and-conditions (Stag Alliance NFT Terms). By selling or purchasing the Stag Alliance NFTs on the Platform, you agree that these terms, including the Stag NFT Terms of Sale, will override and take precedence over the Stag Alliance NFT Terms. Please see the Stag NFT Terms of Sale for further details on what rights and restrictions will apply to the Stag Alliance NFTs.
7.3 Elderworld NFTs. You can mint non-fungible tokens while participating in the Elderworld (Elderworld NFTs). We have the right, at our sole discretion, to refuse to list or mint any Elderworld NFT or remove any Elderworld NFT from the Platform for any reason and without any liability to you. Please see clause 9.1(c) below for more information.
7.4 When our obligations are completed. The Stag NFT purchase process will be completed when you receive the Stag NFT into the Wallet (provided you have linked a correct Wallet to your account), and the transaction is recorded on a blockchain. However, your right to use the Stag NFT will not terminate until you sell the Stag NFT to a third party. Please see the Stag NFT Terms of Sale for further details.
8.1 Rights to the underlying Digital Asset. The Stag NFTs do not transfer the ownership in the intellectual property rights existing in the underlying images, video, 3D photos, and rights (Digital Asset). Instead, you will receive a licence to the Digital Asset, which is:
(a) worldwide – allowing you to use the Digital Asset without restrictions as to the territory;
(b) irrevocable – meaning that the original owner is not entitled to terminate the licence, although the licence may terminate automatically if you breach the Stag NFT Terms of Sale;
(c) perpetual – granted for an indefinite duration;
(d) transferable – meaning that the licence can be transferred to someone else, for example when you sell the Stag NFT;
(e) exclusive – you are the only person in the world that can use the Digital Asset during the term of your ownership, and nobody else can use it for any purpose;
(f) royalty-free – meaning that you do not have to pay any royalties to the original owner for the use of the Stag NFT (although there may be royalties payable on each sale of the Stag NFT); and
(g) for personal use only – this means that you can use the Digital Asset incorporated into the Stag NFT for personal use only with no right to commercially exploit the Digital Asset (for example, to create any merchandise).
Please see the Stag NFT Terms of Sale for more details about the scope of the licence.
8.2 Rights to the underlying Digital Data. The Stag NFTs do not transfer the ownership in the intellectual property rights existing in the underlying metadata, software codes, and any other data and information stored within or making up the Stag NFTs (Digital Data). Instead, you will receive an open licence to the Digital Data, which will allow your Stag NFT to learn, evolve and behave based on the interactions you have with the Stag NFT. Please see the Stag NFT Terms of Sale for further details about the scope of the licence.
8.3 Changes to the Digital Assets and the Digital Data. We reserve the right, in our sole discretion, to update the Stag NFTs, the Digital Assets, and the Digital Data at any time, but we do not guarantee to make any updates to the Stag NFTs, the Digital Assets, and the Digital Data. We will not be liable to you for any losses or damages arising out of any changes or updates we make to the Stag NFTs, the Digital Assets, and the Digital Data.
8.4 Rights to name and logo. We reserve all rights in all our names and logos in the Platform, including Elderworld Studios Limited and Stag Alliance (Name and Logo), and you shall not use the Name and Logo for any purposes without our prior written approval.
8.5 Sale. You must ensure that if you decide to sell the Stag NFT, you sell it on the Stag NFT Terms of Sale attached to these terms. If you fail to sell the Stag NFT on the Stag NFT Terms of Sale, the rights and any license granted in the Digital Asset or the Digital Data (please see clause 7.1 and clause 7.2 below) may be affected. We will not be liable for any matters related to any such onward sale and we may, in our sole discretion, restrict the sale of the Stag NFTs on third-party marketplaces. You agree that by selling your Stag NFT, you may lose your right to access the Platform and participate in the Elderworld, including losing any Rewards or PSTGs you have received (please see clause 8.1 below).
9.1 We may provide the following services via the Platform to you (collectively, Services):
(a) Elderworld. You can use the Stag Alliance NFTs and the Portal Pass NFTs to access our browser-based gamified immersive experience (Elderworld). The Elderworld allows you to play mini-games, complete quests, mint and sale the Elderworld NFTs. For more information on the Elderworld, please see the Website here play.elderworld.io
(b) Rewards. You may earn rewards by interacting with the Elderworld or the third-party services rendered for the benefit of the Platform and the Elderword, whether those third-party services are rendered within the Platform and the Elderword or outside of it (Rewards). The Rewards mean the transfer of value to you, whether in the Stag NFT form, or even (potentially) fiat payment. The Rewards will be stored in a separate account on the Platform (Reward Vaults) and may be linked to the on-chain and off-chain assets. The Rewards will have different classes and may be earned based on the type of the Stag NFT you own and the amount of PSTGs you have received (please see clause 9.1(e) below). We shall, in our sole discretion, decide when and what type of the Rewards to offer to you. The Rewards may be subject to the change, and we shall not be liable to you for the availability of the Rewards. If offered, the Rewards will be distributed into the Wallet linked to your account on the Platform or as agreed between you and us depending on the type of the Rewards offered. We may use the third-party services to provide the Rewards to you. For more information on the Rewards offered or provided by the third-party providers, please see section 11 for the Third-Party Products. For more information on the Rewards provided by us, please see the Website here https://vision.stagalliance.com/elderworld-the-legacy-our-gamified-ecosystem-platform/the-bank-of-moonstone/vault-rewards-earn-usdada-and-nfts
(c) Elderworld Assets. You may acquire various digital assets (including characters, traits) by participating in the Elderworld (Elderworld Assets). The Elderworld Assets can be stored in your account on the Platform, and some of the Elderworld Assets may be minted as the Elderworld NFTs on the Platform, in which case the Stag NFT Terms of Sale will apply, and the Elderworld Assets will be treated as the Digital Assets for the purpose of the Stag NFT Terms of Sale.
(d) Staking. You can stake certain Stag NFTs in the Wallet linked to your account on the Platform to earn prestige points (PSTGs). The longer you stake your Stag NFT for, the more PSTGs you will receive. The PSTGs will be stored in a separate account on the Platform and linked to your Stag NFT. You can decide how long you want to stake the Stag NFT for, but you agree that you will lose all PSTGs if you (i) unstake the Stag NFT before the originally agreed staking period expires, or (ii) sell the Stag NFT. The PSTGs are not transferable upon the sale of the Stag NFT. Once received, the PSTGs can be used to earn the Rewards, and the Voting Rights. For more information on the staking and PSTGs, please see the Website here https://vision.stagalliance.com/elderworld-the-legacy-our-gamified-ecosystem-platform/the-bank-of-moonstone
(e) Competition. We may host different competitions via the Platform or the Elderword which will allow you to earn the Rewards and the PSTGs (Competition). Each Competition will be subject to different terms, so please see the Website for more information on the type of the Competition available at this time and how you can participate in the Competition.
9.2 Additional services. In addition to the Services, we may provide additional information, experiences, and functionalities via the Platform or the Website (Additional Services). Please see the Platform or the Website for the Additional Services we currently provide or contact us if you wish to see which Additional Services may apply to you.
9.3 Services Limitations. We shall, at our sole discretion, limit, restrict, or cancel any Services, including the Rewards, the Elderworld Assets, the Voting Rights, or the PSTGs at any time without any liability to you, in particular, if you are in breach of these terms.
10.1 Risks. By using the Platform, you accept the risks involved in the Platform, the Services and any transactions involving the Stag NFTs, some of which are as follows:
(a) the volatile nature of digital assets, including the Stag NFTs, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected;
(b) the use of the Platform, the Services, the Stag NFTs, are not regulated in most jurisdictions, which means that your ownership and transactions in the Stag NFTs, may not be afforded regulatory protections;
(c) past performance of the Stag NFTs is not an indication of the future performance, and the Stag NFTs may lose their value entirely;
(d) changes in laws and regulations may affect your rights to use the Platform, the Services, purchase or sale the Stag NFTs;
(e) the nature of the Stag NFTs may be very complex, and their terms, features, or risks may not be readily or fully understood due to the complex structure, novelty and reliance on technological features;
(f) your ownership of the Stag NFTs relies on you remaining in control of the Passwords and the private keys associated with the Wallet;
(g) transactions involving the Stag NFTs are irreversible, including when they are accidental, which means that losses suffered may not be recoverable;
(h) some of the Stag NFTs may not always be available on the Platform and the ability to purchase the Stag NFTs on the Platform may be dependent on the existence of a counterparty willing to sell the same Stag NFTs;
(i) systems, networks, and protocols downtime, or the failure of hardware, software, and internet connections may affect your ability to use or access the Platform, the Services, the Stag NFTs;
(j) abnormal transaction, account, or market activities and conditions may result in the Stag NFTs transactions being cancelled, reversed, or prohibited; and
(k) the Platform, the Services, the Stag NFTs, may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use the Platform, the Services, the Stag NFTs.
10.2 Additional Risks. This clause 10 is not intended to disclose or discuss in detail all of the risks associated with buying, selling, or holding the Stag NFTs or the use of the Platform and the Services. The market for the Stag NFTs is very new and rapidly developing, so we may update this clause 10 periodically to list additional risks, but we accept no liability to you in the event that any risk is not addressed in this clause 10.
The Platform may from time to time integrate with third-party platforms and services, for example, social media platforms liked Discord and, platforms that help you utilise your Stag NFTs like Zealy, and payments processing services (Third-Party Products). The Platform may also allow you from time to time use and interact with third-party non-fungible tokens (Partner NFTs). You agree that all such Third-Party Products and Partner NFTs are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products and Partner NFTs. We will not be responsible for the availability of any such Third-Party Products and Partner NFTs and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any such Third-Party Products and Partner NFTs to you. We are also not responsible for the functioning of any blockchain network recording the ownership of the Stag NFTs and Partner NFTs.
12.1 We are not responsible or liable for the actions of users of the Platform. All users of the Platform must ensure that they have all necessary rights, authorisations, and permissions to use the Platform, the Services, the Stag NFTs. We will not be responsible or liable for the acts or omissions of any user on the Platform.
12.2 We are not responsible for the loss or damage of the Stag NFTs. We are not responsible for any loss or damage to the Stag NFTs that may occur as a result of your failure to properly secure and manage the Wallet or the Passwords.
12.3 We are not responsible for delays outside our control. If the deposit or receipt of the Stag NFTs, or any other transaction is delayed by an event outside our control, for example as a result of any delays in the underlying blockchain network, we will not be liable for delays caused by such event.
12.4 We do not provide advice. The Stag NFTs are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Website or the Platform should be interpreted or relied on as financial advice to you.
12.5 We are not a bank. Your account on the Platform is not a bank account, deposit account, savings accounts, checking account, or any other asset account and your account, the Platform and the Services should not be characterised as a banking product or service.
12.6 We do not make any warranties in respect of the Platform. The Website, the Platform, the Services, and any content provided to you are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that:
(a) the Website, the Platform, or the Services will meet your requirements;
(b) the Website, the Platform, or the Services will be secure or uninterrupted;
(c) the Website, the Platform, or the Services will be free of viruses, bugs, or any other malicious content;
(d) the results, outcomes or financial returns obtained from the use of the Platform or the Services will meet your expectations or be fit for a particular purpose;
(e) the transactions on the Platform will be executed, accepted, or recorded; and
(f) the information on the Website or the Platform, including the User Content, will be accurate, reliable, complete, or error-free.
12.7 Disclaimer. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Website and the Platform and any content on the Website and the Platform. This does not affect any warranties that cannot be excluded or limited under applicable law.
12.8 Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; and (g) indirect, consequential, incidental, special or punitive damages, arising in connection with the use of the Website, the Platform, the Services, the Stag NFTs, or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms, in no event will our total aggregate liability to you exceed GBP £100. The limitations and exclusions of liability in this clause 12.8 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
12.9 Your liability to us. To the fullest extent permitted by law, you agree to indemnify, defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of or conduct in connection with the Website, the Platform, or the Services; (b) your failure to perform any of your obligations under these terms; (c) your violation of any applicable laws and regulations; (d) your infringement of any third-party rights (including intellectual property rights); (e) any false, inaccurate, misleading or deceptive information provided by you to us; (f) any investigation, claim, suit, action or other proceeding against us relating to or arising out of your use of the Website, the Platform, or the Services; and (g) breach of any representations, warranties and undertakings made by you to us under these terms.
13.1 No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2 Entire agreement. These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
13.3 Variation. We may vary amend, replace, supplement, delete, or vary these terms or any part of these terms at any time without notice to you.
13.4 Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
13.5 Transfer. We may transfer the whole of part of the business to any third party. In the event that we are acquired by or merged with a third party, we may transfer or assign your information as part of the acquisition, merger, sale or other change of control.
13.6 Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
13.7 Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
13.8 Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
13.9 Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.10 Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.
1.1 The Stag NFT Terms of Sale apply to the sale and purchase of Stag NFTs. They also specify the rights to the underlying images, video, and digital items (Digital Asset), and metadata, software codes, and any other data and information (Digital Data) embedded in them.
1.2 A legally binding agreement incorporating these terms will come into existence between Elderworld Studios Ltd as the creator of the Stag NFTs (Creator), the seller of the Stag NFT, which may also be Elderworld Studios Ltd (Seller), and the buyer of the Stag NFT (Buyer) when the Buyer’s offer is accepted by the Seller, as determined or confirmed by the marketplace or platform (Platform) where the sale is concluded (Contract for Sale). No other person will be a party to the Contract for Sale between the Seller and the Buyer.
Due to the irreversible nature of all blockchain transactions and the fact that the purchase (as applicable) and delivery of the Stag NFT takes place immediately and is irreversible, the Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.
3.1 The Buyer acknowledges and agrees that, as a pre-condition to the purchase of the Stag NFT, the Buyer must:
3.1.1 make a payment in full in any nominated digital currency to the wallet address nominated by the Seller or via any other nominated payment method (as specified on the Platform), and in the amount stated on the Platform at the time of the acceptance of the Buyer’s offer by the Seller (Purchase Price); and
3.1.2 provide the Seller with its digital wallet address by linking its wallet with the Platform or by any other means specified by the Platform. The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.
3.2 The Seller will transfer the Stag NFT to the wallet address provided by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the Stag NFT and receipt of the Purchase Price from the Seller.
3.3 In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the Stag NFT to the Seller by transferring it back to the wallet address of the Seller.
4.1 The Buyer acknowledges and agrees that the transfer of the Stag NFT to the Buyer under section 3.1 of these Stag NFT Terms of Sale does not transfer the ownership of the Digital Asset. Instead, the Creator hereby grants to the Buyer, with effect from the moment of transfer of the Stag NFT to the Buyer, a worldwide, perpetual, irrevocable, exclusive, transferable, royalty-free licence to use and display the Digital Asset, for as long as the Buyer owns the Stag NFT, for personal use only with no right to commercially exploit the Digital Asset, unless otherwise has been agreed between the Creator and the Buyer in writing prior to the transfer of the Stag NFT (License and the Licensed Digital Asset).
4.2 Notwithstanding section 4.1, as a condition of the continuing grant of the Licence the Buyer agrees to pay a creator fee specified on the Platform to the Creator when the Buyer buys or sells the Stag NFT. The creator fees shall be determined by the Creator from time to time. The creator fees are deducted each time a Stag NFT is sold on a secondary marketplace where that marketplace supports the payment of such creator fees.
4.3 The Buyer hereby undertakes not to do anything in respect of its ownership in any of its Stag NFTs which would have the result of the Buyer failing to pay the creator fees in full. For the avoidance of doubt, the Buyer is not prohibited from gifting the Stag NFTs to another person or making a transfer where that transfer is not for the purpose of circumventing the payment of creator fees.
4.4 The Buyer agrees that it will not offer to sell or sell the Stag NFTs on any website, app, intermediary, marketplace, platform, or exchange (collectively, Marketplace) that does not collect or enforce creator fees or that makes creator fees optional or adopts a so-called “zero royalty” approach.
4.5 The Buyer agrees that offering to sell or selling the Stag NFTs on the Marketplace that takes a zero royalty approach, or which makes creator fees optional, or conducting a sale by any other manner (such as peer-to-peer transactions), where that circumvents the payment of creator fees, constitutes a breach of the Licence. If the Buyer breaches sections 4.4 and 4.5 the Buyer agrees to pay the amount of creator fees to the Creator.
4.6 The Buyer’s obligation to pay creator fees in the sale of its Stag NFTs shall expire when the copyright term to the Licensed Digital Asset expires.
4.7 Save as set out in section 6.3, all rights of the Buyer to use the Digital Asset set out in section 4.1-4.6 will terminate immediately upon the transfer of the Stag NFT by the Buyer to a third party and shall transfer to that third party subject to these Stag NFT Terms of Sale and any other applicable terms.
4.8 The Buyer agrees that in the case of any onward sale of the Stag NFT, no additional rights of licence to the Digital Asset other than those set out in these Stag NFT Terms of Sale may be promised to the onward purchaser.
5.1 The Buyer acknowledges and agrees that the transfer of the Stag NFT to the Buyer under section 3.1 of these Stag NFT Terms of Sale does not transfer the ownership of the Digital Data. Instead, the Creator hereby grants to the Buyer, with effect from the moment of transfer by the Seller of the Stag NFT to the Buyer a worldwide, perpetual, irrevocable, non-exclusive, transferable, royalty-free licence to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense and distribute the Digital Data in object code and source code to the extent necessary and commensurate with the use of the Stag NFT in order to allow for the Stag NFT to learn, evolve and behave based on their specific interactions the owner of the Stag NFT has with the Stag NFT.
5.2 If the Buyer creates any derivative work of the Digital Data (Derivative Work), all rights in the Derivative Work shall be owned by the Creator. The Creator hereby grants to the Buyer with effect from the moment of creation of the Derivative Work a worldwide, perpetual, irrevocable, exclusive, transferable, royalty-free licence to use and display the Derivative Work, for as long as the Buyer owns the Stag NFT, for personal use only (Derivative Works Licence).
5.3 All rights of the Buyer to use the Digital Data set out in section 5.1 or the Derivative Works Licence set out in section 5.2 will terminate immediately upon the transfer of the Stag NFT by the Buyer to a third party and shall transfer to that third party subject to these Stag NFT Terms of Sale and any other applicable terms.
5.4 The Buyer agrees that in the case of any onward sale of the Stag NFT, the Licence to the Digital Data must be on the same terms as set out in these Stag NFT Terms of Sale.
6.1 The Creator may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of the Creator’s rights, benefits, and obligations in respect of the Digital Asset, or the Digital Data.
6.2 The Buyer shall not assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of the Buyer’s rights, benefits, and obligations in respect of the Digital Asset or Digital Data. However, the Buyer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any manner with any or all of the Buyer’s rights, benefits, and obligations in respect of the Derivative Work.
6.3 In the event that the Buyer creates the Derivative Work and subsequently assigns, mortgages, creates a charge, subcontracts, delegates, or declares a trust over that Derivative Work (Assignment Activity) or causes the Assignment Activity to be performed then any right to use the Digital Asset granted under section 4.1-4.6 will also transfer with the Derivative work but will not extinguish the original rights granted to the Buyer.
7.1 The Buyer hereby represents and warrants to the Creator that they:
7.1.1 have lawfully acquired and, if relevant, paid the creator fees when purchasing the Stag NFT;
7.1.2 have full authority to enter into these Stag NFT Terms of Sale;
7.1.3 will not use the Licensed Digital Asset in any manner that is or could be construed as defamatory, obscene, or otherwise unlawful;
7.1.4 will not use the Licensed Digital Asset in any manner that is in contravention of any applicable law, these Stag NFT Terms of Sale, any right or interest of the Creator or its affiliates, or which suggests any affiliation or association with, any third party;
7.1.5 will not carry out any act to sell or otherwise dispose of its ownership of the Stag NFT in a manner which circumvents the requirement to pay the creator fees; and
7.1.6 will not execute a transaction involving the Stag NFT or the Licensed Digital Asset with any person who is included on any list of prohibited or restricted parties, whether on a list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
8.1 If the Buyer materially breaches any term of these Stag NFT Terms of Sale, or if the Creator discovers that the Buyer acquired the Stag NFTs unlawfully or acquired the Stag NFTs and failed to pay creator fees, the Creator may seek appropriate measures and remedies, including but not limited to any one or more of the following:
8.1.1 terminating the Licence granted under these Stag NFT Terms of Sale with immediate effect;
8.1.2 restricting the Buyer from enjoying any future benefits provided to holders of the Stag NFTs by the Creator; and
8.1.3 requiring the Marketplace or other internet services to remove or disable access to the infringing uses of the Licensed Digital Asset displayed on the relevant site in accordance with applicable copyright or other laws.
These Stag NFT Terms of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.