TERMS & CONDITIONS
Last update: April 1, 2022
Please read these terms and conditions carefully before using Our Service. These terms and conditions ("Terms & Conditions") govern your use of the Apenightclub.io website, including your purchase of any Ape Night Club NFTs; by using this website or attempting to purchase an Ape Night Club NFT, you accept these Terms & Conditions in full. If you disagree with these Terms & Conditions or any part of these Terms & Conditions, you must not use the apenightclub.io website or attempt to purchase any Ape Night Club NFT.
For the purposes of these Terms and Conditions:
Ape Night Club shall mean and refer to Licensor’s creation of a unique digital collectible, also known as a NFT, deployed on the Ethereum blockchain.
Content refers to content such as audiovisual, sound, artwork, drawing, text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
NFT refer to any items offered for sale on the Service. These items are blockchain-tracked, non-fungible token, such as those conforming to the ERC-721a standard.
Visual refers to any audiovisual, sound, art, design, drawing, or other pictorial or graphic work of authorship that is associated with the NFT.
Mint refers to the successful submission of a request through an eligible Wallet, for the creation of a new block of information on a distributed ledger (the Ethereum Network), to a self-executing software (the Smart Contract), for the purposes of creating a new NFT recorded against the unique identifier of the Wallet from which the request is submitted.
Holder refers to the holder of an NFT.
End Users refers to the users of the site.
Initial Sale refers to the first sale of NFTs through the site
Extensions are third-party designs that are intended for use as extensions of or overlays to the Visual, do not modify the underlying visual, and can be removed at any time without affecting the underlying Visual.
Purchased NFT means an NFT You purchased from Us to Own. Service refers to the Website.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Royalties refers to the amount of fees applied by the Smart Contract to the transfer of NFTs (for value) from a current Holder to a new Holder, which is automatically transferred by the Smart Contract to the Company.
Secondary Sale in respect of each NFT, the subsequent re-sale of the NFTs on the secondary market (whether on or outside of the Marketplace) whereby an NFT is transferred from a current Holder to a new Holder.
Smart Contract is the transaction protocol governing the Minting and the transfer of NFTs on the Ethereum Network
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Wallet refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Ethereum Network, and (subject to any technological restraint), to manage information (including any form of cryptographic asset) that is attributable to that unique identifier (including, for example, transferring any information).
Website refers to https://apenightclub.io, accessible from Ape Night club
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
2. General Information
Ape Night Club is a collection of digital artworks (NFTs) running on the Ethereum network. This website is only an interface allowing participants to exchange digital collectibles. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the Ape Night Club smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website, you are accepting sole responsibility for any and all transactions involving Ape Night Club digital collectibles.
You Own the NFT. Each Nightclub Ape is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the underlying Nightclub Ape, the Art, completely. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any Nightclub Ape.
Personal Use. Subject to your continued compliance with these Terms, Ape Night Club grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Nightclub Ape / NFT, provided that the marketplace cryptographically verifies each Nightclub Ape owner’s rights to display the Art for their Nightclub Ape to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Nightclub Ape, provided that the website/application cryptographically verifies each Nightclub Ape owner’s rights to display the Art for their Nightclub Ape to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Nightclub Ape leaves the website/application.
Commercial Use. Subject to your continued compliance with these Terms, Ape Night Club grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g., be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (a) owning or operating a marketplace that permits the use and sale of Nightclub Apes generally, provided that the marketplace cryptographically verifies each Nightclub Ape owner’s rights to display the Art for their Nightclub Ape to ensure that only the actual owner can display the Art; (b) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Nightclub Apes generally, provided that the third party website or application cryptographically verifies each Nightclub Ape owner’s rights to display the Art for their Nightclub Ape to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Nightclub Ape leaves the website/application; or (c) earning revenue from any of the foregoing.
4. What is the site used for?
This site is for informational purposes and for the purposes of carrying out the Initial Sale of NFTs.
5. Your Purchase
Provided you have been included in the GUESTLIST, accessing the site during the Initial Sale will provide you with the ability to purchase the right to Mint one or more NFTs. Please note that, once deployed, we have no control over the Smart Contract, nor over the Gas Fees you would incur in when submitting your request to Mint the NFT/s to the network. Payment for the right to Mint is made in ETH (being the cryptographic currency on the Ethereum Network). Therefore, please be aware that transactions in cryptographic currency may be irreversible and that, accordingly, and funds paid to an incorrect recipient may not be recoverable.
6. What do you get
When you successfully purchase and exercise the right to Mint resulting in the NFT being attributed to your Wallet, what you actually purchase is the cryptographic asset recorded on the Ethereum Network.
7. Transfer of NFTs
ll transfers (including the sale) of the NFTs are subject to these Terms, and these Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the Holder transferring the NFT and the new Holder in receipt of such NFT. You may transfer and/or sell the NFTs using reputable marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the NFTs, provided that the transfer of the NFTs through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the NFTs.3 5 You shall not transfer the NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the NFTs, including any use intended circumvent the application of Royalties
8. NFTs are NOT Intended as Investments
Please be aware that the NFTs are only intended and offered as collectibles, and that the NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over the project or the Company. Note that the NFT market is highly volatile, and that your NFT may lose all value.
9. What are you responsible for?
As a Holder, you are solely responsible for the safety of the NFTs that are attributed to your Wallet, including the proper management and safety, including the implementation of relevant security measures, of any Wallet used to store the NFTs. As mentioned throughout these Terms, please note that the decentralized nature of distributed ledger technology (such as the Ethereum Network) makes it impossible for us to reverse, cancel, undo or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet. You are entirely responsible for any tax liability which may arise out of or in connection with the Mint, use and/or transfer (including the sale) of the NFTs and/or the use (whether commercial or not) of the Artworks associated with your NFTs.
10. External links
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked site s or information you may obtain from them. We have no control over the contents of those sites or resources.
Although we attempt to provide continuous Roadmap execution, we do not guarantee that the planned roadmap will be executed in a 1:1 manner. We reserve the right to alter, modify, update, or remove portions of the roadmap at any time. We may conduct such modifications to our Roadmap for security reasons, intellectual property, legal reasons, or various other reasons at our discretion; however, nothing in this section obligates us to take measures to update the Site for security, legal, or other reasons.
12. Site Availability and Modification
Although we attempt to provide continuous Site availability to you, we do not guarantee that the Site will always be available, work, or be accessible at any particular time. We reserve the right to alter, modify, update, or remove portions of our Site at any time. We may conduct such modifications to our Site for security reasons, intellectual property, legal reasons, or various other reasons at our discretion; however, nothing in this section obligates us to take measures to update the Site for security, legal, or other reasons.
13. No Joint Venture
This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
14. Termination of Access
Your access to the Website or the Services may be terminated at any time by us without notice to you. Following termination, we will have no further obligations or liabilities to you. Any exclusions of liability or other provisions contained in these Website Terms which by their nature survive termination of these Website Terms will survive any such termination.
15. Security of Information
No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.
Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.
16. Updates to the Website
You assume all risk in using the Services. We may update the content on our websites from time to time, but the content is not necessarily complete or up to date. Any of the material on any website may be out of date at any given time, and we are under no obligation to update such material.
17. Disclaimer of Warranties
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the services, the website, or any functions or items obtained through the services or to your downloading of any posted material, or on any website linked to the services. Your use of the services, its content, and any functions or items obtained through the services is at your own risk. the services, the websites, their content, and any functions or items obtained through the services, including without limitation Ape Night Club cats nfts, are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. neither Ape Night Club nor any person associated with Ape Night Club makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the services. without limiting the foregoing, neither Ape Night Club nor anyone associated with Ape Night Club represents or warrants that the services, the websites, their content, or any functions or items obtained through the services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our services or the server(s) that makes them available are free of viruses or other harmful components, or that the websites or any other functions or items obtained through the services will otherwise meet your needs or expectations. to the fullest extent provided by law, Ape Night Club hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose. the foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
18. Limitation on Liability
To the fullest extent provided by law, in no event will Ape Night Club, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the services, the websites, any websites linked to them, any content of the services or such other websites, 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. the limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. the foregoing does not affect any liability that cannot be excluded or limited under applicable law. You acknowledge and agree that Ape Night Club has made the services available to you in reliance on the limitations of liability in this section 18, and the disclaimer of warranties in section 17 above, and without such disclaimers and limitations Ape Night club would not be able to offer the services to you.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified, or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site. Amended Terms & Conditions will apply to the use of this Site from the date of publication of the amended Terms & Conditions of this Site.
20. Contact Us
By email: [email protected]