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Terms and conditions

glade art pty ltd ACN 613 999 303

  1. Preliminary
    1. These terms and conditions apply to and form part of any agreement between glade art pty ltd ACN 613 999 303 (Company) and you (User) in relation to your access and use of www.ethermore.xyz (Website), the Ethermore Application (App) and any other application, program or software wholly or partially administered and owned by the Company.
    2. By interacting with the user interface of the Website, App or purchasing a non-fungible token (NFT) via the App, the User acknowledges that it has read and understood these terms and conditions and agree to be bound by them.
    3. The Company may vary these terms and conditions at any time without notice to the User. The variations will apply from the date the varied terms and conditions are posted on the Website or updated in the App.
  2. Background
    1. The App contains a collection of unique digital artworks (Artwork), each represented by an NFT on the Ethereum Network. 
    2. The App serves as the interface for Users to browse and purchase NFTs, and a platform to engage in interactive features using the NFTs. 
    3. The Company acts as the primary seller of the NFTs and the developer and owner of the Website and App.
    4. For the purposes of these terms and conditions, the Company provides no other services or products other than as stated in clause 2.3. To avoid doubt, the Company does not provide financial, consulting, investment or other professional advice to the User. 
  3. Payment
    1. The User acknowledges that any payments or financial transactions undertaken in the App are conducted through the Ethereum Network, a decentralised network that is not controlled by the Company.
    2. Pursuant to clause 3.1, the Company is not able to refund or otherwise reverse payments or financial transactions. 
    3. The Ethereum Network requires the payment of a fee (Gas Fee) for each transaction that occurs on the Ethereum Network, including transactions that occur through the App. The Gas Fee compensates the computing energy involved in processing and validating transactions on the Ethereum Network. The Company does not receive the Gas Fee or dictate the price of the Gas Fee.
    4. The price of the Gas Fee varies from time to time and can be highly volatile which affects the cost required to facilitate a transaction on the Ethereum Network. The User acknowledges that the payment of the Gas Fee is its sole responsibility.  
    5. The User is required to purchase NFTs using the cryptocurrency, Ether (ETH) as the currency of exchange given that the App operates using the Ethereum Network. 
  4. Ownership and risk 
    1. The Company does not act as custodians of the NFTs. NFTs are stored in a decentralised manner on the Ethereum Network
    2. When an NFT is purchased via the App, the User gains ownership and legal title to the underlying NFT.
    3. Ownership of an NFT is facilitated and governed entirely by Smart Contracts and the Ethereum Network. The Company is not able to seize, alter or otherwise modify the ownership of an NFT.
    4. The NFT shall be at the sole risk of the User as soon as the purchase is completed and verified, as indicated in the User’s Electronic Wallet and the App. 
  5. Sale of NFTs
    1. The Artwork represented by NFTs are stored in .jpeg or .png format on the Interplanetary File System (IPFS). 
    2. NFTs are sold by the Company during an Initial Sales Period, the timing of which and the pricing schedule of the NFTs are published on the Website. The Company may elect to conclude the Initial Sales Period early at its discretion.
    3. All unsold NFTs during the Initial Sales Period will remain purchasable after the Initial Sales Period ends.  
    4. The User acknowledges in purchasing an NFT that the Company makes no promises, representations or warranties concerning:
      1. the future price, value or utility of any NFT; and
      2. the availability or security of secondary marketplaces or platforms that facilitate the purchase, sale or trading of NFTs;
  6. Licence conditions for Artwork
    1. Upon purchase of an NFT via the App, the Company grants an exclusive licence to the User to use, copy and display the corresponding Artwork on the following basis:
      1. subject to clauses 6.1(b) and 6.2, the Artwork may only be used for personal or non-commercial use;
      2. the Artwork may be displayed in its original and unaltered form for commercial purposes as part of a marketplace or platform that facilitates the purchase, sale or trading of NFTs;
      3. the User is entitled to modify, alter or make derivative works of the Artwork provided that the modification, alteration or derivative works do not contravene the Content Standards outlined in clause 16; and
      4. the Artwork cannot be used for any other commercial or profit-making purposes including but not limited to:
        1. using the Artwork to advertise, market or sell any product or service; and
        2. marketing merchandise, physical or digital that contains, represents or otherwise displays the Artwork.
    2. The User must obtain written consent from the Company if it intends to use the Artwork for a purpose other than a permitted purpose outlined in clause 6.1
    3. This agreement does not confer on the User any Intellectual Property Rights pertaining to the Artwork. The User acknowledges and agrees that the Intellectual Property Rights pertaining to the Artwork are owned by the Company or in some cases third parties. 
    4. The licence granted to the User in clause 6.1 expires when the NFT representing the Artwork is sold, traded or otherwise transferred to another person or entity and a new licence on the terms of clause 6.1 will be granted to the transferee at the time of transfer. 
  7. Third party program
    1. Where third party websites, resources, programs, networks or software (collectively known as ‘Third Party Program/s’) are integrated into the Website or App, the Third Party Programs are provided for the User’s information or to enable various features of the Website or App including to facilitate financial transactions. Third Party Programs are not within the Company’s control and the User assumes all risk associated with the access and use of Third Party Programs. The Company is not responsible or liable for any act or omission by third parties or any loss or damage suffered by the User caused by the access or use of Third Party Programs.
    2. The User acknowledges that a failure, error, malfunction or disruption of the Third Party Programs may cause interruptions to or an inability to access a function within the Website or App.
  8. Assumption of risk
    1. The User acknowledges that the market and prices of blockchain assets, including but not limited to Ether are extremely volatile and that variations in the price of such assets may adversely affect the value of any NFT purchased by the User. The NFT itself may also be subject to significant price volatility.
    2. The Company does not store, send or receive NFTs. The existence, ownership record and transfer of NFTs occurs in the Ethereum Network and not on the App or Website.
    3. There are risks associated with using blockchain technology and assets, including but not limited to the risk of hardware and software malfunctions, issues with internet connection, upgrades or changes to the Ethereum Network, the risk of malicious software introduction, data loss and the risk of third parties obtaining unauthorised access to the User’s Electronic Wallet. 
    4. The User acknowledges and accepts that acts or omissions undertaken by the Company, including but not limited to the issue of new NFTs may affect the utility, value or price of NFT’s purchased from the Company.  
    5. The User is solely responsible for personal cybersecurity including but not limited to safeguarding of Private Keys and maintaining the confidentiality of any passwords required to purchase, sell or trade NFTs and cryptocurrencies. 
    6. The regulatory regime governing blockchain technology and assets is an emerging area and new regulations, law or policies may adversely affect the utility, value or price of NFTs.  
  9. Exclusion of liability
    1. To the maximum extent permitted by law, the Company, our affiliates, service providers, employees, agents, officers or directors ;(Those Indemnified) will not be liable or responsible in any circumstance for any loss or damages of any kind, arising out of or in connection with the User’s use or inability to use the App, Website or Third Party Program, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
    2. The losses covered by the limitations in clause 9.1 include but are not limited to damages or losses resulting from the following:
      1. any failure, error, delay or disruption of the App, Website or Third Party Program; 
      2. any loss or damage suffered by the User in relation to the NFT purchased via the App, including the subsequent use, sale or trading of the NFT; or
      3. any transaction entered into by the User that is erroneous or fraudulent, including as a result of any of the User’s encryption devices such as Private Keys, usernames or passwords being lost, stolen or compromised. 
  10. Indemnity
    1. The User shall at all times indemnify and hold harmless Those Indemnified from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of Those Indemnified where such loss or liability was caused by:
      1. a breach by the User of its obligations under this agreement; or
      2. any wilful, unlawful or negligent act or omission of the User.  
    2. The Company holds the benefit of these Terms and Conditions on trust for Those Indemnified and Those Indemnified will be entitled to enforce the Terms and Conditions against the User.
  11. Intellectual Property
    1. The User acknowledges and agrees that the statutory and other proprietary rights in respect of patents, designs, copyright, trademarks, trade secrets, processes, formulae, systems, drawings, illustrations, graphics, data, specifications, documents, and other like rights (Intellectual Property Rights) relating to the Website, App and Artwork or displayed or referred to on the Website and App are owned by the Company or in some cases third parties. You must not reproduce, copy, transmit, adapt, publish or communicate or otherwise exercise the Intellectual Property Rights in the whole or any part of the Artwork or material contained on the Website and App except with the prior written consent of the Company.
  12. Termination and suspension
    1. If the User breaches this agreement, the Company may elect to:
      1. suspend or terminate your access to the Website and App; and/or
      2. take whatever action the Company considers appropriate to recover any direct, indirect or consequential loss, damage or expenses that it has incurred or suffered as a result of User’s breach.
    2. The Company is entitled to suspend or terminate the User’s access to the Website and App if in the reasonable opinion of the Company, the User’s conduct is illegal, malicious, unauthorised or inappropriate.
  13. Prohibited Use
    1. As a condition of the User’s access and use of the Website or App, the User warrants to the Company that it will not use the Website or App:
      1. in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from other countries);
      2. for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
      3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with clause 16 of these terms;
      4. to transmit, or procure the sending of, any advertising or promotional material; 
      5. to impersonate or attempt to impersonate us, any of our employees, another user or any other person or entity; or
      6. to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or App, or as determined by the Company, may harm us or other users of the Website or App or expose them to liability.
    2. Additionally, the User agrees not to:
      1. use the Website or App in any manner that could disable, overburden, damage, or impair the Website or App or interfere with any other party's use of the Website or App, including their ability to engage in real time activities through the Website or App;
      2. use any manual process to monitor or copy any of the material on the Website or App or for any other unauthorised purpose without our prior written consent
      3. use any device, software or routine that interferes with the proper working of the Website or App;
      4. attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Website or App, the server on which the Website or App is stored, or any server, computer or database connected to the Website or App; or
      5. otherwise attempt to interfere with the proper working of the Website or App.
    3. The Company may report any of the activities above to the relevant law enforcement authorities and may cooperate with those authorities by disclosing the User’s identity to them. In the event of such a breach, the User’s right to use the Website and App will cease immediately.
  14. Use of communication services
    1. The Website or App may contain chat areas, communities and/or other messaging or communication facilities, including Third Party Programs such as Discord, designed to enable the User to communicate with the public at large or with a group (Communication Services). 
    2. The User agrees that when using a Communication Service, it will comply with clause 16 and additionally will not: 
      1. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; 
      2. upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; 
      3. advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; 
      4. restrict or inhibit any other user from using and enjoying the Communication Services; 
      5. violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; 
      6. harvest or otherwise collect information about others, including e-mail addresses, without their consent; and>
      7. violate any applicable laws or regulations.
  15. User Contribution
    1. The Website, App or Third Party Program may allow Users to post, submit, publish, display or transmit content or materials (collectively, User Contributions) on or through the Website and App including various Communication Services. This facilitates a decentralized method of formulating the creative direction of the stories, narratives and characteristics associated with the Artwork. 
    2. Any User Contribution the User makes on the Website, App or through the Communication Services, will be considered non-confidential and non-proprietary. By providing any User Contribution, the User grants to the Company the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
    3. The Company reserves the right to remove, refuse to post or take any action with respect to any User Contributions for any or no reason in our sole discretion. If you wish to complain about information and materials uploaded by other users, please contact us on ethermorelore@gmail.com
  16. Content Standards
    1. The User warrants that its conduct relating to the use and access of the Website and App, including User Contributions and the use of Communication Services will not:
      1. contain any material which is defamatory, obscene, abhorrent, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
      2. contain or promote sexual or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      3. infringe any patent, trade mark, trade secret, copyright or other intellectual property or other rights of any other person;
      4. violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these terms and the Company’s privacy policy; 
      5. be likely to deceive any person;
      6. promote any illegal activity, or advocate, promote or assist any unlawful act;
      7. cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
      8. impersonate any person, or misrepresent your identity or affiliation with any person or organisation, including with us;
      9. involve commercial activities, sales promotions, barter or advertising; or
      10. give the impression that the User emanates from or is endorsed by the Company or any other person or entity, if this is not the case. 
  17. Access
    1. The User must have a web3 wallet such as Metamask, WalletConnect or similar functioning software to access the Website and purchase NFTs via the Website 
    2. To avoid doubt, any type of Web3 wallet  is a Third Party Program under this agreement.
  18. Reliance on information
    1. The Website, App and Third Party Program are provided on an “as is" and "as available" basis, and the Company makes no representations or warranties, express or implied, regarding the operation or availability of the Website, App and Third Party Program.
    2. The content on the Website, App and Third Party Program is provided for general information only. It is not intended to amount to advice on which you should rely. Although the Company makes reasonable efforts to update the information on the Website and App, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website and App is accurate, complete or up-to-date.
    3. The Website, App or Third Party Program may include information and materials uploaded by other users, including to comment threads. This information and these materials have not been verified or approved by the Company. The views expressed by other users on the Website or App do not represent our views or values.
  19. Force Majeure 
    1. In these terms and conditions, Force Majeure Event means any circumstance not in a party’s reasonable control including, without limitation:
      1. acts of God, flood, drought, earthquake or other natural disaster;
      2. epidemic or pandemic;
      3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;
      4. nuclear, chemical or biological contamination, or sonic boom;
      5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
      6. collapse of buildings, fire, explosion or accident;
      7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
      8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
      9. any failure, error, malfunction or interruption to:
        1. the Ethereum Network;
        2. Third Party Program;
        3. Smart Contracts; 
        4. the Website;
        5. the internet generally; and
        6. the App.
    2. If the Company is prevented, hindered or delayed in or from performing any of its obligations under these terms and conditions by a Force Majeure Event we will:
      1. as soon as reasonably practicable after the start of the Force Majeure Event, notify you of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on our ability to perform the obligations; and
      2. use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of the obligations.
    3. Where the Company has complied with clause 19.2, the Company is not in breach of these terms and conditions or otherwise liable for any such failure or delay in the performance of its obligations. 
  20. GST
    1. The consideration payable by the User has been fixed without regard to the impact of GST.
    2. If GST is or becomes payable on an NFT, then the User must pay an additional amount equal to the GST payable on or for such Taxable Supply. Payment of the additional amount will be made at the same time as payment for the NFTs or on the date on which the Company delivers a Tax Invoice to the User.
  21. General
    1. Where you are a consumer for the purposes of the Australian Consumer Law, the Services come with guarantees that cannot be excluded. If you are a consumer within the meaning of that term in the Competition and Consumer Act 2010 (Cth), the Company makes each guarantee required of a supplier to a consumer under Part 3-2 of the Australian Consumer Law, but only to the extent required by the nature of the Services and the nature of the customer.
    2. To the extent permitted by law, any condition or warranty that would otherwise be implied into these terms and conditions is excluded or, to the extent that liability cannot be excluded by law, liability is limited to the lesser of insurance proceeds actually paid in respect of any loss suffered by you, or the limit of our insurance.
    3. These terms and conditions are governed by the laws in force in Victoria, Australia. By using or interacting with the Website or App, you agree to submit to the non-exclusive jurisdiction of the Courts of Victoria, Australia.
    4. These terms and conditions constitute the entire agreement between you and the Company. Any prior arrangements, agreements, representations or undertakings are superseded. 
    5. No advice or information, whether oral or written, obtained by the User from the Company or through or from the Company website will create any warranty not expressly stated in these terms and conditions. 
    6. Any failure by the Company to enforce any of these terms and conditions or any forbearance, delay or indulgence granted by the Company to you will not be construed as a waiver of the Company’s rights under these terms and conditions. 
    7. Any material downloaded or otherwise obtained through the use of the Website or App is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
    8. The Company may assign or subcontract these terms and conditions and any of its rights and obligations under these terms and conditions to a third party. You may not assign your rights or obligations under these terms and conditions except with the prior written consent of the Company. 
    9. The parties agree that nothing in these terms and conditions gives rise to the relationship of principal and agent, partnership, joint venture, employer and employee or any other form of business association between the parties. Neither party shall have the right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name.
    10. If any part of these terms and conditions are invalid or unenforceable, that part will (if possible) be read down to the extent necessary to avoid the invalidity or unenforceability, or alternatively will be deemed deleted; and these terms and conditions will remain otherwise in full force.
    11. The rights and obligations of the parties contained in these terms and conditions will not be extinguished by or upon completion.
    12. In the event there is an inconsistency between the provisions contained in these terms and conditions and the information on the Company’s website or other material published by the Company, the provisions in these terms and conditions will prevail. 
  22. Definitions 
    1. In these terms and conditions (and where the context permits), the singular includes the plural and vice versa, and a reference to:
      1. “Account” means an account established in accordance with clause 17.
      2. “App” means the Ethermore Application.
      3. “Applicable Laws” means the laws and regulations as applicable in each State and Territory in Australia.
      4. “Artwork” means the digital artwork represented by non-fungible tokens. 
      5. “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
      6. “Company” means glade art pty ltd ACN 613 999 303.
      7. “Content Standards” means the standards applicable to the User’s use and access of the Website and App as prescribed in clause 16. 
      8. “Discord” means the instant messaging platform known as Discord.
      9. “Electronic Wallet” means the digital storage system used to store digital assets such as NFTs and cryptocurrencies. 
      10. “Ether (ETH)” means the native cryptocurrency of the Ethereum Network. 
      11. “Ethereum Network” means the blockchain platform known as Ethereum. 
      12. “GST” has the same meaning as in the GST Act.
      13. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth)
      14. “Initial Sales Period” means the period described in clause 5.2
      15.  “Intellectual Property Rights” has the meaning described clause 11.1.
      16. “NFT” means non-fungible token.
      17. “Private Keys” means the encryption device used to access cryptocurrencies or NFTs.
      18. “Smart Contracts” means the program stored on the Ethereum Network that automates the execution of an agreement or transaction. 
      19. “Taxable Supply” has the same meaning as in the GST Act.
      20. “Tax Invoice” has the same meaning as in the GST Act.
      21. “Third Party Program” has the meaning described in clause 7.1.
      22. “Those Indemnified” has the meaning described in clause 9.1.
      23. “User Contribution” has the meaning described in clause 15.
      24.  “Website” means the website with the URL www.ethermore.xyz