Terms and Conditions

Last Updated: 07/15/2021
These Terms (“Terms”) constitute a legally binding agreement, whether personally or on behalf of an entity (“you” or the “user”) and DECOM Switzerland AG, domiciled in Switzerland (“Company”, “us”, “we” or “our”) concerning your access to and use of the https://banity.com/ website and the smart-contract based Banity application (“App”) as well as any other media form, media channel, mobile website or mobile application, smart contracts related, linked, or otherwise connected thereto (“collectively, the “Banity Website””). The Terms govern your acquisition of Banity’s NFT tokens (“Banity”). Banity is a collection of 1001 Bitcoin Vanity Addresses and is represented by a non-fungible token (“NFT”) each. The collection is minted on top of the Ethereum Blockchain. The Banity smart contract allows participants to purchase the NFT representing the vanity address. Each Banity give the holder the option to receive the private key of the valid Bitcoin vanity address when redeeming the token. There are no other functionalities of the NFT. The Banity.com website is being made available for the sole purpose of providing information regarding Banity that have been, may be, or are currently available for purchase via sale/auction. Should you choose to bid on a Banity, you will be redirected to the third-party NFT marketplace OpenSea. To utilized the OpenSea platform, you will be required to create a OpenSea account and agree to the OpenSea terms of service, which you can find here: https://opensea.io/tos (“OpenSea Terms”) In order to participate in a sale/auction to purchase a Banity via OpenSea, you will need to link your OpenSea account to a digital wallet of your choice on supported bridge extensions such as MetaMask (https://metamask.io/). Your use of that digital wallet will be governed by the terms of use of the applicable digital wallet provider (“Digital Wallet Terms”) (e.g., https://metamask.io/terms.html). The Company does not provide or intend to provide a secondary market place for the Banity. The Company is selling the Vanity Address via the NFT and is making it available to you. By participating in any sale for a Banity, you are expressly agreeing to: (1) these Terms; (2) the OpenSea Terms; (3) the applicable Digital Wallet Terms, (4) any special terms embedded on the Banity NFT, and (5) the terms of any other agreement of which you are a party that may govern the permitted transaction concerning a Banity NFT (collectively, the “App Agreements”). If you do not agree to the terms of any of the App Agreements, you are prohibited from participating in a sale/auction for a Banity NFT.

Banity

Banity is a collection of 1001 Bitcoin vanity addresses, each represented by an NFT. Participant can acquire a Banity of at least three of the following NFTs: (i) Silver Card; (ii) Golden Card; (iii) Black Card. Further cards can follow at any time. All types of cards are associated with the Word and Number. By holding a Banity in your wallet, you own the right to redeem the NFT in order to possess the private key. The Banity NFT are sold from opening of OpenSea up to an unpredefined period of time. Each sale is pre-announced on the Banity Website. Participants can then purchase a Banity via OpenSea. Any transfer of Banity NFTs occurs within the supporting blockchain and not on the Banity Website. Participants are responsible for their MetaMask wallet (and other wallets) and the private key to access it.

Acquisition

You can participate in the Banity sale to acquire an NFT in exchange for USDC, subject to the Terms. Any financial transaction will be conducted solely through the Ethereum Blockchain. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. All purchases of Banity NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Banity NFT, any disruption to the operations of any components of the Banity NFT, your loss of access to the Banity NFT or any other reason whatsoever. The transfer of the Banity to you implies the transfer of the rights of the private key to you after redemption of the NFT token. The transmission of an NFT is considered complete when the confirmed process of the NFT transmission is recorded in the Ethereum Blockchain according to its rules (protocols). You are solely responsible for determining what, if any, taxes apply to any Banity NFT transactions. The Company is not responsible for determining the taxes that apply to Banity NFT transactions.

Ownership

After the acquisition of a NFT, you become the sole and exclusive owner of the Banity. Each Banity is a NFT on the Ethereum Blockchain. When you purchase a NFT, you own the underlying Banity, the Bitcoin vanity address, completely. Any NFT holder will be eligible to redeem the NFT to have the private key of the Bitcoin vanity address. Subject to your continued compliance with these Terms, the Company grants you a worldwide, non-exclusive, non-transferable royalty-free license to displace the purchased Banity, solely for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a third party website or application that permits the inclusion, involvement, or display your Banity, and provided that the website/application cryptographically verifies each NFT owner’s rights to display their Banity to ensure that only the actual owner can display the Banity, and provided that the NFT is no longer visible once the owner of the Banity leaves the website/application.

Acknowledgments, representations and warranties

You hereby acknowledge and agree that (i) you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens (like NFTs and USDC), token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand the Terms and to appreciate the risks and implications of NFTs’ acquisition; (ii) you have obtained sufficient information to make an informed decision to acquire an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same; (iii) you are responsible for implementing reasonable measures for securing the wallet or other storage mechanism you use to receive and hold the NFT, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s), and further specifically acknowledge that the risk of acquiring, transferring, creating, holding or using NFT or your wallet rests entirely with you. If your private key(s) or other access credentials are lost, you may lose access to your NFT. We are not responsible for any such losses; (iv) for Know Your Customer (KYC) purposes, the Company may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation. The Company may also require you to provide additional information and documents in cases where it has reasons to believe that an NFT is being acquired for any illegal activity, or you have concealed or reported false identification information and other details, or you are in breach of the Terms. In such cases, the Company, in its sole discretion, may take immediate measures until such additional information and documents are reviewed by the Company and accepted as satisfying the requirements of applicable law and regulations. If you do not provide complete and accurate information and documents in response to such a request, the Company may refuse you to participate in the NFT Token sale/auction. You hereby (i) warrant that you are the lawful holder of the USDC respectively; and (ii) acknowledge that the Company has no liability for your USDC not reaching us, including, but not limited to, instances where transfer through the blockchain is unsuccessful. It is solely your responsibility to confirm with the Company and Ethereum Blockchain that the transfer has been accepted; (iii) represent that the source of wealth for the digital wallet is not attributable, either directly or indirectly, to (a) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States or (b) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations. You hereby represent and warrant that your acquiring, transferring, holding, or using NFTs are not prohibited by applicable laws, regulation, or other practices and policies in your jurisdiction, country, or territory and comply with them.

Restrictions

You agree that you may not, nor may permit any third party to do or attempt to do any of the following without the Company’s express prior written consent in each case: (ii) modify the Banity in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Banity in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and / or political campaigns or causes; (iii) use the purchased Banity in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (iv) sell, distribute for commercial gain (including, without limitation, giving away the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Banity; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Banity; (vii) remove any copyright, trademark or other proprietary rights notices contained in the Banity or any part of it; or (viii) otherwise utilized Banity for your or any third party’s commercial benefit. To the extent that, you understand you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Banity, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, the Company may need to pass through additional terms and / or restrictions on your ability to use the Banity; and (iii) to the extent that the Company informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms. The restrictions in this Section will survive the expiration or termination of these Terms of Use.

ASSUMPTION OF RISK

The acquiring, transferring, creating, holding, or using NFTs at any moment in time, carry a number of risks. You should carefully weigh all the risks and possible costs, including the non-exhaustive list of risks described herein. You agree as follows: to the extent a there is a price or market for any blockchain asset, including NFTs, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Banity NFTs, and there is no guarantee Banity NFTs will have or retain any value; there are risks associated with using Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and / or failures, the risk of loss of private key(s), custodial error or acquirer error, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, including risk of mining attacks, risk of hacking and security weaknesses, and the Company will not be responsible for any of these, however caused; the Company do not make any promises or guarantees related to Ethereum Blockchain, any digital wallet provider (including Metamask), blockchain or any other third parties related to a sale/auction or any of their applications and/or services, including but not limited to their continued availability and/or the protection and/or storage of any data you provide to those parties; the Company are not responsible for any transaction between you and a third party (e.g., your acquisition of a Banity NFT from a third party or your sale of a Banity NFT to a third party on the so-called “secondary market”), and the Company shall have no liability in connection with any such transaction; The regulatory regime governing blockchain technologies, cryptocurrencies, and NFTs is uncertain, and new regulations or policies may materially adversely affect the development of services critical to the value or utility of a Banity NFT. Upgrades to the Ethereum Blockchain or other blockchain platform, a hard fork in other blockchain platform, a failure or cessation of Ethereum Blockchain or other blockchain platform, or a change in how transactions are confirmed on the Ethereum Blockchain or other blockchain platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Banity NFTs.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EX-PRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ALL ACQUIRED NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE BANITY PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE BANITY PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE BANITY NFT, ANY AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, OZONE NETWORKS, INC D/B/A OPENSEA, AND/OR ANY DIGITAL WALLET PROVIDER (INCLUDING METAMASK). YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT THE BANITY PARTIES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THEIR GROSS NEGLIGENCE. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSS ARISING FROM BANITY NFTS NOT DIRECTLY CAUSED BY THE COMPANY, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS; (F) VULNERABILITIES, ANY KIND OF FAILURE, OR ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT) OR ANY OTHER TECHNICAL FEATURES OF THE BANITY NFTS; OR (G) TECHNICAL ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BANITY NFTS INCLUDING FORKS OR TECHNICAL NODE ISSUES. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS.

Limitation of liability

WITHOUT LIMITING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’ TOTAL AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIMS ARISING RELATING TO ANY BANITY NFT SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY THE COMPANY IN CONNECTION WITH THE INITIAL PURCHASE OF SUCH BANITY NFT ON ETHEREUM BLOCKCHAIN. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL BE DEEMED TO SUPPLEMENT, NOT LIMIT OR REPLACE, ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THE TERMS.

Changes to the terms

The present Terms may change from time to time, including but not limited to cases of changes in our App or Site and for any other case that the company deems as appropriate to improve the user experience. You should review these Terms before participating in the NFT Token Sale, use of the Acquired NFTs, Digital Asset, NFT transmission and performing any other action that may be subject to these Terms.

Waiver of class lawsuites

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Privacy policy

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

Eligibility

Participation in the NFT Sale is open only to you if you have the right and authority to enter into these Terms, are fully able and competent to satisfy the terms, conditions, and obligations herein. It is not available to you if your User privileges temporarily or permanently deactivated. You may not allow other entities to use your User credentials, and you agree that you are the sole authorized user. By participating in the NFT Sale, you represent and warrant that you are at least 18 years old.

General

If a provision of these terms is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed. You may not assign your agreement with the company. The company may assign your agreement to any affiliate of the company, any other company that obtains control of the company, or any other company that buys assets of the company related to the forum. Any attempted assignment against these terms has no legal effect. Neither the exercise of any right under this Agreement, nor waiver of any breach of this Agreement, waives any other breach of this Agreement.

Governing law and jurisdiction

These Terms and all claims relating to or arising out of this Agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles. Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by the cantonal court of the canton of Lucerne, Switzerland.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Site, the App or in respect to the Site or the Application constitute the entire agreement and understanding between you and the Company. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, and unenforceable, that provision or part of the provision is deemed severable these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

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