TERMS & CONDITIONS
- FLUF World was created by Non Fungible Labs Limited (We or Us). It is a metaverse ecosystem populated with Flufs, Party Bears, Thingies, Seekers, and other characters which may appear from time to time. These characters are minted into collectable blockchain-based digital assets (FLUF World NFTs). FLUF World is also a global, creative community of which you will be a member for as long as you own a FLUF World NFT.
- When you acquire a FLUF World NFT, from Us on www.fluf.world or any other website we own (our Website) or from anyone on the secondary market on OpenSea (or any other platform authorised by Us) or access FLUF World from our Website, you agree to be bound by these terms and conditions (Terms).
- We, or our licensors, own all rights, including copyright, in the artistic work associated with each character (the FLUF World Character). To be clear, the FLUF World Character is about the appearance of the character itself, both within the media displayed with the FLUF World NFT and any additional formats which We may make accessible, including but not limited to 3D models. It does not include any of the other works of authorship which may be included in the FLUF World NFT, such as music, sound recording, videos (how the character is animated), other artistic works featured in the FLUF World NFT (in the background or otherwise) (FLUF World Content). When you buy a FLUF World NFT, those rights are not transferred to you, we retain them. Instead, We grant you the limited right to do certain things with the FLUF World Character, as set out in these Terms. We do not grant you any rights to copy any of the other works of authorship mentioned above, other than to use your FLUF World NFT in FLUF World and for your non-commercial, personal use.
- To be clear, the rights which We give you as the owner of the FLUF World NFT, including FLUF World Characters and FLUF World Content, are explicitly outlined below:
FLUF WORLD Characters
Provided, always, that you comply with these Terms, for as long as you own a FLUF World NFT, We grant you the non-exclusive, royalty-free right to copy the relevant FLUF World Character and modify it (a Modified Work) for any purposes. This includes the right to promote and distribute products and contents (whether physical, virtual or digital) featuring the FLUF World Character and/or the Modified Work. For example, you can use the FLUF World Character or a Modified Work on clothing and merchandise or include them in video games and video projects.
FLUF World Content - Category A
Provided, always, that you comply with these Terms, for as long as you own a FLUF World NFT, We grant you the non-exclusive, royalty-free right to copy the relevant FLUF World Content that is identified as either Category A and modify it (a Modified Work) for any purposes. This includes the right to promote and distribute products and contents (whether physical, virtual or digital) featuring the FLUF World Content and/or the Modified Work. For example, you can use the FLUF World Content or a Modified Work on clothing and merchandise or include them in video games and video projects.
FLUF World Content - Category B
We, as a licensee bound by certain clauses relating to content contained within the FLUF World NFT, are unable to grant you any rights in the FLUF World Content above and beyond those which may naturally exist. To be clear, this means you cannot use any FLUF World Content that is identified as either Category B for commercial purposes.
- You may sublicense the rights to the FLUF World Character, FLUF World Content and any Modified Work granted to you under paragraph 4 above to a third party provided you retain control of how that third party will exercise those rights. You will at all times remain responsible and liable to us for all acts and omissions of any of your sub-licensees.
- We, or our licensors, as the owner of all rights in the FLUF World Character or FLUF World Content may also modify or develop any FLUF World Character or FLUF World Content. This may result in new or derivative works similar to your Modified Work even though we will not have copied your Modified Work.
- You will own the copyright in any Modified Work but this remains subject to our, or our licensor’s, ownership of the underlying FLUF World Character or FLUF World Content. This is why you need our permission to do certain things with the Modified Work, as set out at paragraph 4 above.
- You will not acquire any rights to any of our trade marks, including the FLUF and FLUF WORLD word marks or the FLUF logo mark (together, the FLUF Trade Marks) other than as expressly set out in these Terms. You may not use the FLUF Trade Marks on any product or content (whether physical, virtual or digital) unless this is to connect that product to your FLUF World NFT. You may not use the FLUF Trade Marks in connection with any business, product, content or service you provide (directly or indirectly), or in any manner that may imply that we endorse them, or that is likely to cause confusion or dilute, blur or diminish the value of the FLUF Trade Marks. All use of the FLUF Trade Marks, including any goodwill generated by such use, will inure to our benefit.
- When you exercise the rights granted to you under these Terms, you must not do so in a way that violates any applicable laws. You must also not create, endorse, support, promote or be in any way associated with any product, content or service that is defamatory, obscene, pornographic, sexually explicit, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Us in our sole discretion and opinion. This means that if we become aware of any use by you of a FLUF World Character or Modified Work that we determine is in breach of this paragraph 9, you agree that you will immediately cease such use and ensure all relevant products, contents and/or services are no longer publicly accessible.
- You may sell your FLUF World NFT to a third party, provided you:
a) use a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT; and
b) ensure the transfer complies with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules.
- Once you have sold your FLUF World NFT to a third party, or if you ‘burn’ your FLUF World NFT; i.e. you purposefully take it out of circulation, you may no longer exercise any of the rights granted to you under these Terms. This means that whilst you will not need to recall any products nor remove or destroy any online contents comprising the FLUF World Character and/or the Modified Work, you will immediately cease and permanently desist from further copying, promoting, distributing or otherwise dealing in the FLUF World Character or any Modified Work.
- You will comply with any marketing guidelines or policy We may issue and/or update and provide to you or post on our Website from time to time.
- You are solely responsible for the safety and management of your private wallets and validating all transactions and contracts generated by our Website before approval. Furthermore, as the FLUF World smart contracts run on blockchain networks and are therefore bound by its immutability, there is no ability to undo, reverse, or restore any transactions, i.e. we are unable to offer refunds on any transactions.
- You indemnify and hold Us and our employees, and contractors, harmless from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable lawyers’ fees) arising from your breach or alleged breach of these Terms.
- WE MAKE FLUF World NFTS AND FLUF WORLD AVAILABLE “AS IS”, “WHERE IS”. TO THE EXTENT PERMISSIBLE BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AS TO AVAILABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- You will not hold Us responsible for any damage or loss you may incur as a consequence of purchasing, buying, using or selling your FLUF World NFT or using FLUF World whether due to Internet connection issues, demand outstripping supply, or any other problems we cannot control. These potential losses include any gas fees for failed transactions, any excessive gas fees charged due to website or smart contract bugs, and any loss of your FLUF World NFT due to website or smart contract bugs.
- We will not be liable for any indirect, incidental, consequential, or other non-direct damages of any kind or for any special, additional or similar damages.
- Our maximum aggregate liability for all damages caused, whether in contract, tort (including negligence) or otherwise in any given 12 months period is [NZ]$100.
- If you breach any provision of these Terms, we may immediately terminate your right to use the FLUF World Character and any Modified Work some or all of the rights granted to you under these Terms without notice. In the event we terminate all of your rights under these Terms, you will remain the owner of your FLUF World NFT but you will no longer have any of the rights set out in paragraph 4 and the provisions in paragraph 11 will accordingly apply.
- We are fully committed to FLUF World and hope to continually develop it and grow the community.
- A FLUF World NFT is not an investment; it’s only a fun collectible for use within FLUF World. It may have no resale value in future.
- You are entirely responsible for any tax liability which may arise from purchasing or reselling your FLUF World NFT.
- FLUF World is for adults only. You must be 18 or, have reached the age of majority in your jurisdiction, if that age is greater than 18, to purchase a FLUF World NFT.
- You may not assign or transfer any of your rights and obligations under these Terms.
- These Terms constitute the entire agreement between you and Us and supersedes any prior or contemporaneous understandings, whether written or oral.
- These Terms are governed by the laws of New Zealand. In case of a dispute with Us, whether it relates to these Terms, a FLUF World NFT or FLUF World in any way, legal proceedings must be brought exclusively before the New Zealand courts.
- If any provision of these Terms or its application is or becomes invalid or unenforceable to any extent, the remainder of these Terms and its application will not be affected and remain enforceable.
- No failure or delay by Us to exercise any right or remedy under this Agreement will be treated as a waiver of such right or remedy.
- Any provision of these Terms by its nature intended to survive termination for any reason of these Terms, including those provisions at paragraphs 3, 5, 7, 10 and 13 - 27 survive termination of these Terms.