Terms & Conditions
TERMS AND CONDITIONS OF USE OF THE WEBSITE AND OF THE FREE DISTRIBUTION OF NFT
1. OBJECT
1.1. These terms and conditions (the « T&Cs ») of the website https://vhive.vitality.gg/ (the « Website ») governs the attribution of any free allocation of NFTs within the framework of V.HIVE (the "Operation") by TEAM VITALITY, a simplified joint stock company with a capital of 41,161 euros, registered in the Paris Trade and Companies Register under number 794 387 498, whose registered office is located at 102 boulevard de Sébastopol - 75003 Paris - France, ("VITALITY")
1.2. These T&Cs constitute a legally binding agreement (the “Agreement”) between you and the VITALITY. Your participation to this Operation automatically entails your acceptance of these T&Cs.
1.3. Failure to comply with these T&Cs may result in the suspension of your access and use of the Website immediately and without notice, without liability to VITALITY and without affecting VITALITY’s legal rights and obligations.
1.4. VITALITY reserves the right to update, modify, suspend or discontinue all or part of the Website and/or its contents at any time without notice and without liability. VITALITY may also update all or part of these T&Cs, temporarily or permanently, at any time and for any reason, at its sole discretion, with such changes to be effective within the time frames indicated. VITALITY will notify you by any means and with reasonable notice before any changes to the T&Cs become effective. If you do not agree with such changes, you may discontinue your participation to the Operation.
2. DEFINITIONS
NFT («non-fungible token »): unique and numbered digital token that can be associated with a graphic element (image, video, etc.) and created in a Blockchain..
Blockchain : decentralized transaction network that allows a set of participants to exchange NFTs in a dedicated ecosystem.
Wallet : a dedicated digital space that allows NFT transactions between network participants on a Blockchain. Each participant has a Wallet, consisting of one or more accounts.
Adresse de Wallet : unique identifier that identifies the account of a Wallet. The owner of an address is the only one who can create, list, sell and transfer NFTs.
Smart Contract : a contract based on the TEZOS blockchain that governs the scheduling and transfer terms of the NFT.
TEZOS : name of the blockchain that hosts the Operation.
3. ALLOCATION CONDITIONS OF THE NFT
3.1. Eligibility
Participation in the Operation is free and open to any physical person, residing in France or abroad, regardless of nationality. As such, you represent and warrant that you have the right and authority to enter into the T&Cs, that you are fully capable and competent to comply with the terms, conditions and obligations herein, and in particular that you are of an age to enter into such Agreement under the law of your country of residence.
3.2. Holding of a Wallet
3.2.1 You must have a Wallet published by Kukai. Indeed, VITALITY does not have a wallet service. In order to acquire the NFT, you must have a Kukai Wallet, compatible with the Tezos blockchain network. If you do not already have one, you will therefore have to create one.
3.2.2. You alone will be responsible for maintaining the passwords and private keys associated with your Wallet..
3.2.3. Please note that :
- Wallets are provided by Kukai and not by VITALITY. The terms and conditions applicable to your use of the Wallet are those provided by Kukai. Please read them carefully and agree to them before creating your Wallet;
- The public address of your Wallet will be made publicly visible each time you engage in an NFT transaction;
- Kukai may charge you a fee for the service they provide;
- VITALITY will not be responsible for any losses resulting from your use of the Wallet.
3.3. Claim Button
Once your Wallet is created, provided the availability of the stock of NFTs and the availability period indicated on the Website, you will have to click on the Claim Button available on the Website to allow you to claim your NFT.
3.4. Obtaining the NFT
3.4.1. You will then receive your NFT in your Wallet, with the understanding that only one NFT per Wallet will be distributed. It is important to note that the NFT may not be available immediately in your Wallet (approximatively forty-eight hours after).
3.4.2. VITALITY shall borne the gas fees related to the attribution of this free NFT.
4. USE OF THE NFT
4.1. The NFT gives you access to the next stage of the Operation, the terms of which will be defined later in these T&Cs. You will be informed of the beginning of this new stage on the social networks of VITALITY dedicated to the Operation, notably Discord (https://discord.gg/v-hive) and Twitter (https://twitter.com/vitalityhive)
4.2. You acknowledge and warrant that you are not acquiring NFTs for any other purpose, including, but not limited to, as a substitute for currency or as a means of exchange, resale or redistribution and that you are not acquiring any equity or other ownership or profit participation rights in VITALITY as a result of your acquisition of NFTs. You also acknowledge that NFTs are not financial instruments or regulated digital assets
4.3. You are free to choose whether or not to use your NFT to advance to the next stage of the Operation. In no event will VITALITY be liable for your failure to participate in this next step.
4.4. You may also choose to transfer or resell your NFT to a third party via marketplaces compatible with the Tezos Blockchain such as Rarible or Objkt.
4.5. In this case, you agree to transfer your NFT only to a user who has a Wallet compatible with the Tezos Blockchain. In case you transfer your NFT to a non compatible Wallet, your NFT will be lost or destroyed.
4.6. Any transfer must be done in accordance with the terms and conditions applicable to the marketplace used, the Smart Contract, and all applicable laws, regulations, regulatory recommendations and other rules.
4.7. VITALITY or any agent may charge a fee based on the total value of the transaction for each transfer of NFTs you make through a marketplace. If so, it will be deducted from the purchase price received by the seller through the Smart Contract. The marketplace used may also charge you a fee.
4.8. VITALITY does not guarantee the future value of the assigned NFT: this value is independent of VITALITY, inherently subjective and may be affected by factors beyond its control.
5. INTELLECTUAL PROPERTY
5.1. All elements (texts, logos, images, graphic or sound elements, software, icons, layout, database,...) contained on the Website and associated with the NFT ("Contents") are protected by intellectual property law. These elements remain the exclusive property of VITALITY. As such, you may not reproduce, represent, adapt, translate and/or transform, in whole or in part, or transfer to another website any of the Content. Failure to comply with this prohibition may constitute an act of infringement for which the author may be held civilly and criminally liable. The fact that you own the NFT does not make you the owner of the intellectual property rights on its Content.
5.2. VITALITY grants you a limited, worldwide, non-exclusive, revocable, non-transferable licence (except in the case of a transaction as described in Section 4) to represent and display the NFT Content ion any support whatsoever, solely for your own personal, non-commercial use, and for as long as you own the NFT.
5.3. Consequently, you may not, directly ou indirectly:
- modify the Content in any way, including, but not limited to, using its shape, design, drawing, attributes, features or colors ;
- use the Content to advertise, market, or sell any product or service;
- use the Content in recordings, videos, or any other form of media or art, except for your own personal, non-commercial use;
- sell, distribute, or otherwise commercialize merchandise that includes, contains, or consists of the Content;
- attempt to register, trademark, copyright, or otherwise acquire or protect additional intellectual property rights in or to the Content;
- use the Content for your or any third party’s commercial benefit;
- separate or disassociate the Content from the NFT with which it is associated..
All rights not expressly granted are reserved to VITALITY.
6. TAXES AND FEES
6.1. You are solely responsible for the payment of any current or future taxes imposed on you by any taxing authority in connection with your use of the NFT, including any taxes that apply to any transaction you may enter into as a result of your acquisition.
6.2. VITALITY has no control over the determination of any withholding, sales, use, value-added, transaction or other taxes that may apply to the NFT possession or to the transaction, nor any "gas fees" that may be charged by the miners/validators of the Blockchain.
7. LIMITATION OF LIABILITY – ASSUMPTION OF RISKS
7.1. VITALITY is not responsible for:
- for any interruption of the Website;
- for any bugs that may occur;
- for any damage resulting from fraudulent intrusion by a third party resulting in a modification of the information made available on the Website;
- and more generally for any damage, direct or indirect, whatever the cause, origin, nature or consequences, caused by the access of any person to the Website or the impossibility of accessing it, as well as the use of the Website and/or the credit given to any information coming directly or indirectly from it. In particular, VITALITY assumes no responsibility for any damage that may be caused to the user's computer equipment as a result of accessing, using or downloading any of the VITALITY materials (data, text, images, video or sound, etc.).
7.2. In addition, in no event shall VITALITY be liable for:
- indirect, incidental, consequential or other non-direct damages of any kind related to the use of the NFT;
- any transaction between you and any third party, and shall have no liability in connection with any such transaction ;
- the use of certain networks, services and/or platforms - such as, but not limited to, the Tezos Blockchain network, smart contracts, a crypto-wallet, crypto-currency purchase platforms provided by third parties. These third party services are provided under the terms or policies of the providers offering them and are solely responsible for the services they provide;
- risks resulting from any legal changes or developments in legal and regulatory provisions in areas relating to blockchain-based services, crypto-currencies and crypto-assets. Indeed, new regulations or changes in the interpretation of existing laws and regulations may significantly affect the qualification and/or transfer and/or viability and/or value of NFTs the future and future developments of VITALITY. VITALITY cannot be held responsible for any damage or loss you may suffer as a result of these developments.
7.3. Finally, you acknowledge that NFTs are still an emerging technology, not specifically regulated, and not backed by any government. Therefore, you agree to assume the following risks:
- all risks associated with the use, transfer, and possession of NFT, including, but not limited to, those resulting from techonological malfunction, hacking, fraud, theft, or loss of password, and more generally all risks associated with the volatility of NFT, which may have materially adversely affect on the use and value of NFT;
- all risks due to upgrades, changes of failure of the marketplaces or the blockchain used, may have adverse effects on all assets using such technologies, including the NFT;
- risks related to taxation.
No communication from VITALITY should be considered as financial advice. You acknowledge that you have obtained sufficient information to make an informed decision to own the NFT and you understand and agree that you are solely responsible for determining the acceptability of these risks for yourself.
8. PERSONAL DATA
8.1. You are informed that the personal data collected by VITALITY in the context of your participation in the Operation (notably social networks, email address, public address of your Wallet) are necessary for the management of this Operation and the awarding of NFT.
8.2. To learn more about the processing of your personal data and how to exercise your rights, please refer to the VITALITY Personal data policy.
9. INDEMNITY
You will defend, indemnify, and hold the Company from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, Transfer or possession of the NFT, including:
- your breach of this Agreement;
- your violation of any law or the rights of a third party;
- any other activities in connection with the NFT.
10. RIGHT OF WITHDRAWAL AND GUARANTEES
10.1. Given the particular nature of the NFT as digital content whose execution is instantaneous, you acknowledge to be informed that your right of withdrawal cannot be exercised as provided for in Article L.221-28 paragraph 13 of the French Consumer Code, which you accept without reservation.
10.2. You acknowledge that you are taking the NFT « as is » and that the warranty for hidden defects is excluded.
10.3. In any event, VITALITY shall not be liable for any non-conformity due to your negligence or misuse of the NFT, including but not limited to any use not in accordance with its intended purpose.
11. GOVERNING LAW
11.1. This Agreement shall be governed by French Law.
11.2. Any dispute relating to the conclusion, execution or interpretation of this Agreement shall be submitted to the competent courts of Paris.
11.3. If you are provided a translation of this Agreement, the original version in French will prevail.