Terms & Conditions
These Terms and Conditions (the “T&Cs”) govern the 169 Pixel Gang website (https://169pixel.com//) and any the Services (as defined below).
“Art” means any art, design, and drawings that may be associated with an NFT that you Own.
“Mint” or “Minting” means the process in which an NFT is created on the blockchain (such as the Solana blockchain).
“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the SPL standard on the Solana blockchain.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased NFT” means an NFT that you Own.
“Services” means this Website and the interface allowing the purchase of NFTs.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
“Website” means the 169 Pixel Gang official website located at https://169pixel.com//.
2. Access to the Website. By accessing the Website and the Services, you represent and warrant that:
- You have full legal capacity and authority to agree and bind yourself to these T&C’s;
- You are eighteen years of age or older; and
- Your use of the Services is (A) not prohibited by applicable law, and (B) at all times compliant with applicable law and are solely responsible for use of the Services.
3. Ownership. You acknowledge and agree that the 169 Pixel Gang (or, as applicable, its licensors, such as individuals, employees, independent contractors, artists, influencers, and/or celebrities) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 4 of these T&Cs below. The 169 Pixel Gang and its licensors reserve all rights in and to the Art not expressly granted to you in Section 4 of these T&Cs.
4. Limited License. If you elect to purchase an NFT through the Website, any financial transactions that you engage in will be conducted solely through the Solana blockchain network. The 169 Pixel Gang will have no insight into or control over these payments or transactions, or the ability to reverse any transactions. Subject to your continued compliance with these T&Cs, The 169 Pixel Gang grants you a worldwide, non-exclusive, non-transferable, royalty-free license to display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs 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 NFT leaves the website/application.
5. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the following without 169 Pixel Gang’s express prior written consent in each case: (i) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (ii) use the Art for your Purchased NFTs 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; (iii) use the Art for your Purchased NFTs 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 in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (vi) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, or other individual or company), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, 169 Pixel Gang may need to pass through additional restrictions on your ability to use the Art; and (y) to the extent that the 169 Pixel Gang 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 T&Cs. The restriction in this Section 5 will survive the expiration or termination of these T&Cs.
6. Termination of T&Cs Upon Transfer of Purchased NFT. The license granted in Section 4 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 4 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.
7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILIITY. AS USED HEREIN THE PHRASE “169 PIXEL GANG” MEANS THE 169 PIXEL GANG TEAM, ITS EMPLOYEES, INDEPENDENT CONTRACTORS, ITS DIRECT AND INDIRECT PRESENT AND FUTURE PARENT, SUBSIDIARY AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE VENDORS AND LICENSORS. ALL PURCAHSED 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 169 PIXEL GANG 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 169 PIXEL GANG 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 FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT OR THE MINTING OF AN NFT(s). YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHEHER 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. AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 169 PIXEL GANG’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL SUM PAID DIRECTLY BY YOU TO THE 169 PIXEL GANG FOR THE APPLICABLE PURCHASED NFT. 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.
8. ASSUMPTION OF RISK. You agree as follows: (A) To the extent a there is a price or market for a blockchain asset, 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 Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value; (B) there are risks associated with using an 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 malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, and 169 Pixel Gang will not be responsible for any of these, however caused; (C) the 169 Pixel Gang do not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time; (D) upgrades to the Solana blockchain or network, a hard fork in the Solana blockchain or network, a failure or cessation of Solana, or a change in how transactions are confirmed on the Solana blockchain may have unintended, adverse effects on all blockchains using such technologies, including without limitation Purchased NFTs; (E) NFTs are made available solely for entertainment purposes; (F) 169 Pixel Gang is not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called “secondary market”, such as https://solanart.io/), and 169 Pixel Gang shall have no liability in connection with any such transaction.
9. Indemnification. You agree to hold harmless and indemnify the 169 Pixel Gang and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys’ fees arising out of or in any way related to (i) your breach of these T&Cs, (ii) your misuse of Website and Services, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of Website and Services.
10. Changes to the Terms and Conditions. The 169 Pixel Gang may make changes to the T&Cs at our discretion. Please check these T&Cs periodically for changes. Any changes to the T&Cs will apply on the date that they are made, and your continued access to or use after the T&Cs have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised T&Cs, you may not access or use the Website or Services.
11. Governing Law and Jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This Agreement is governed by the laws of Singapore, without reference to its conflicts of laws provisions. Any action or proceeding related to this Agreement must be brought in the courts located in Singapore. Each party irrevocably submits to the jurisdiction and venue of such courts. The prevailing party in any litigation may seek to recover its legal fees and costs.
12. Dispute Resolution; Arbitration. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. Any dispute arising out of, in connection with or relating to this Agreement, or the breach, termination or validity thereof, that has not been resolved by negotiation 20 business days after a party’s request for negotiation, will be settled by final, binding arbitration in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this clause; provided however, either party retains the right to apply to any court of competent jurisdiction worldwide to protect and enforce its intellectual property and other rights. The arbitral tribunal will consist of 1 arbitrator. Either party may propose to the other the names of one or more persons, one of whom would serve as the sole arbitrator. If within 21 days after receipt by the Registrar of the SIAC the Notice of Arbitration, the parties have not reached an agreement on the nomination of a sole arbitrator, or if at any time either party so requests, the arbitrator will be appointed by the Chairman of the SIAC. The language of the arbitration will be English. The arbitral tribunal will be able to award damages only if consistent with the terms of this Agreement. The arbitration will be held in Singapore. The parties will share equally the arbitral tribunal’s fees and expenses pending the resolution of the arbitration unless the arbitral tribunal, pursuant to its right but not its obligation, requires the unsuccessful party to bear all or any portion of the costs of the successful party, including its reasonable attorneys fees and the cost of the arbitral tribunal. The decision of the arbitral tribunal will be final and may be sued on or enforced by the party in whose favor it runs in any court of competent jurisdiction at the option of such party.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE WEBSITE OR ANY NFT’S SOLD OR DISTRIBUTED THROUGH THE WEBSITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
12. Severability. If any term or provision of these T&Cs is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these T&Cs or invalidate or render unenforceable such term or provision in any other jurisdiction.
13. Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Website, including without limitation about how to improve the Services (collectively, “Feedback”). By submitting any Feedback, you agree that the 169 Pixel Gang are free to use such Feedback in any way they choose without additional compensation to you and you hereby grant the 169 Pixel Gang a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.