Terms of Use

Meta Angels

Meta Angels is a first of its kind NFT project blending the artistry of a collection of 10,000 unique Meta Angels, generated from over 400 hand drawn elements, while also harnessing the metaverse to unlock real life opportunities. Founded on the values of generosity, transparency, and accessibility, the Meta Angels community lives on Discord but its impact is felt in real life. Every step of the way, we’re building this community to stay true to those values, and to benefit our members and the world.

Because Meta Angels are both about artistry and membership in a community with tangible, real world benefits, we want to ensure that the usage aligns with the purpose of the community.  

NFT Terms of Use

These terms and conditions (the “Terms”) apply to your purchase of NFTs from Meta Angels LLC, a Delaware limited liability company (“Meta Angels”).

Ownership; Limited, Non-Commercial License

Meta Angels grants you a worldwide, non-commercial, nonexclusive, royalty-free license to use and display the NFT(s) in any tangible medium.

• Assignment: This limited license shall be assigned automatically from you to a subsequent purchaser of the NFT(s).  No other license assignments shall be permitted.
• Sublicense: If you lend your NFT(s) through Meta Angels’ lending program, the borrower of the NFT(s) shall automatically receive a non-assignable sublicense, which shall automatically terminate upon the termination of the NFT loan.
• Use Restrictions: You must not use or display the NFT(s) in any manner which could be perceived as negative or which could damage the Meta Angels’ brand or goodwill. Without limiting the generality of the foregoing, you may not use the NFT(s) in connection with any fraudulent, abusive, or scandalous subject matter or conduct.

Meta Angels retains ownership of all intellectual property rights in and to the artwork associated with the NFT(s).  Use of the NFT(s) in violation of the limited license granted herein, as determined in Meta Angels’ sole discretion, shall be a material breach of these Terms.

This limited license does not confer any rights to use Meta Angels’ trademarks or other intellectual property.

Your NFT

By holding a Meta Angels NFT, you are eligible to receive access to exclusive offerings, such as token-gated community access.  This access is subject to Meta Angels’ sole discretion, and is granted per the community Terms of Use and participation norms of civility, fair-dealing, and honest communication.  Meta Angels reserves the right to ban a wallet address from accessing token-gated offerings if Meta Angels determines, in its sole discretion, that the holder of such wallet violates these Terms, violates any applicable Meta Angels Community Code of Conduct, or exhibits any fraudulent or abusive behavior.  Meta Angels’ determination on such matters shall be final.

Lending

Holders of loaned Meta Angels NFTs will be required to attest to and comply with all Terms and the Community Code of Conduct before they are able to gain access to exclusive benefits of Meta Angels community membership. Meta Angels reserves the right to limit access to all primary and loan holders.

Secondary Market Sales

• You acknowledge that, in the event you elect to resell your NFT, Meta Angels may receive a percentage of secondary market sales.
  
• Meta Angels reserves the right to disable the transferability of its NFTs for any reason, including without limitation to comply with applicable laws.  As such, you acknowledge that you may be unable to resell your NFT.
• These Terms shall be binding upon any subsequent purchaser or borrower of a Meta Angels NFT. Purchasers of secondary market Meta Angels NFTs will be required to attest to and comply with Terms and Community Code of Conduct before they will gain access to exclusive benefits of Meta Angels community membership.

Assumption of Risk

You acknowledge and agree:

• The prices of crypto assets are extremely volatile.  Meta Angels makes no guarantees as to future prices or liquidity of its NFTs.  You should not purchase a Meta Angels NFT with a view to investment, resale, or speculation.  Meta Angels makes no assurances about its NFTs with respect to present value, future value, transferability, or marketability. You acknowledge that MetaAngels NFT's are not securities and their value may go to zero.
  
• Meta Angels does not maintain custody of its NFTs and has no control over them.  NFTs are stored on the blockchain and accessed through your digital wallet credentials.  If you lose access to your digital wallet credentials, then you will lose access to your NFTs and there is nothing Meta Angels can do to restore it.
• You assume the risks inherent to using browser-compatible “hot wallets,” including the risk that your browser extension will be hacked.
• Meta Angels has no control over third parties, including without limitation third party NFT marketplaces.
• Unless specifically stated otherwise, Meta Angels’ smart contracts are offered strictly on an “as-is” basis. You may view the source code at https://www.github.com/meta-angels.

Disclaimer of Warranties

META ANGELS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE NFTS OR ITS SMART CONTRACTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL META ANGELS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF META ANGELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, META ANGELS’ SMART CONTRACTS, NFTS, OR OTHER PRODUCTS OR SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF META ANGELS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR META ANGELS’ SMART CONTRACTS, NFTS, OR OTHER PRODUCTS OR SERVICES EXCEED THE LESSER OF (1) THE AMOUNT RECEIVED BY META ANGELS FROM THE SALE OF NFTS TO YOU OR (2) $500.

Arbitration; Waiver of Jury Trial

Any disputes arising out of or related to your purchase of an NFT from Meta Angels shall be submitted to binding arbitration in Boulder County, Colorado before a single arbitrator of the American Arbitration Association (“AAA”). The AAA Consumer Rules shall govern the proceeding.  The arbitrator shall be a licensed attorney selected by application of the Consumer Rules of the AAA, or by mutual agreement of the parties.  The arbitrator’s award shall be final and binding upon the parties.

BY PURCHASING A META ANGELS NFT, YOU SPECIFICALLY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND REQUEST A TRIAL BY JURY.

Governing Law; Jurisdiction; Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard for conflict-of-law principles that would result in the application of the law of a jurisdiction other than the State of Delaware.  To the extent these Terms permit any proceeding in court, such as to enforce an arbitration, any such proceeding shall be brought in the state or federal courts located in Boulder County, Colorado, and the parties hereby irrevocably consent to the jurisdiction of such courts.