GUD SOUL MEMBERSHIP POLICY
PLEASE READ THESE TERMS OF GUD SOUL NON-TRANSFERABLE MEMBERSHIP CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE GUD SOUL NON-TRANSFERABLE AND NON-FUNGIBLE TOKENS.
These Terms and Conditions of Sale (“Terms”) govern the relationship between you, the Purchaser (hereinafter “you” or “Purchaser”), whether personally or on behalf of an entity, and DoinGud AG, incorporated in Zug, Switzerland (hereinafter “we,” “us” or the “Company”) concerning your DoinGud GUD Soul non-transferable Membership ( the "GUD Soul Membership”) provided by the DoinGud Project (hereinafter the “Project”). Each of you and the Company may be referred to as a “Party”, and together as “Parties.”
By becoming a GUD Soul Member, you will be bound by the Terms and Conditions and all terms incorporated herein by reference. If you have any questions regarding these Terms, please contact [email protected]
You and the Company agree to the following:
1. Purpose of GUD Soul Membership and DoinGud Movement
The GUD Soul Membership programme is available to those who obtain or purchase non-transferrable, non-fungible Gud Soul tokens, which present a collection of downloadable digital files authenticated by non-fungible tokens created on the Ethereum network. The purpose of GUD Soul non-transferable Membership is to facilitate the provision and receipt of DoinGud membership benefits (the “DoinGud Membership Benefits” or “Benefits”) through a protocol layer created and released by the Company providing a set of resources, tools and infrastructure for creating a Mesh-Network of Communities for Good.
GUD Soul Membership is intended to facilitate the provision of the Benefits, which include creative audio-video social media support as well as written blog posts, event tickets, merchandise, access and various customization of tools, active community support and other services, described in detail on the Website and DoinGud presentation decks shared with individuals and communities through regular communication channels.
GUD Soul Membership is set up by using specially designed smart contracts (each a “Smart Contract”) which allows for the creation of non-transferable non-fungible tokens. The Company is selling GUD Soul Membership via the website https://doingud.com/memberships (hereinafter “Website”). This Website is only an interface allowing you to purchase GUD Soul Membership. Access to the Website and Smart Contract as well as any other link thereto are hereinafter collectively referred to as the “Website Application” or ”Web App”.
The Company is selling GUD Soul Membership and is making the Web Application available to you only during the Sale Period, which will last up until the dates specified below. GUD Soul Membership are available in various tiers, each having a specific Sale Period which is further described in Appendix I along with the Benefits of each Tier (all together the “GUD Tiers”).
You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interacting with the Web Application. We do not operate or maintain Ethereum or any other network and protocol. As such, we have no ability to control such protocols, networks or wallets and will not be responsible or liable for the performance of the network, the protocol or the wallets.
The Website and its connected services, the Web Application, are provided on an “as is” basis and “as available” without warranty of any kind. By using this Website and/or the Web App you are accepting sole responsibility for any and all transactions involving GUD Soul Membership of the Project.
GUD Soul Membership does not confer any rights other than the ones relating to the provision and facilitation of the DoinGud Membership Benefits, subject to limitations and/or conditions defined in applicable policies and terms referenced below.
2. Scope of these Terms
By interacting with the Web App you agree to be bound by these Terms and any terms and conditions or policies incorporated or referred to herein (collectively “Terms & Conditions”). If you do not agree to these Terms, you may not access or use the benefits of the GUD Soul Membership, the Smart Contract, the Website, the Web Application nor otherwise participate in the Project.
Unless otherwise stated herein, these Terms govern your application to the GUD Soul Membership during the Sale Period as specified in the Appendix below. Any use of GUD Soul Membership in connection with providing or receiving the DoinGud Membership Benefits will be governed primarily by the terms and conditions or policies available on the DoinGud website https://doingud.com. We may add or change such terms and policies. Changes to the terms and conditions or policies published on the DoinGud website remain at our full and sole discretion, we may update these Terms from time to time. In case of any ambiguity or inconsistency between the terms, the Terms & Conditions and policies published on the DoinGud website shall prevail.
3. GUD Soul Membership Application and Tiers
3.1 GUD Soul Membership Overview
The GUD Soul Membership will be sold every four months, starting with the first sale (the “Genesis Sale”) and forthcoming seasonal sales (the “Season Sale”). Season Sales may be subject to additional terms and conditions or changes to the terms herein. The sale price of the GUD Soul Membership during each Season Sale will be determined at the time of the Season Sale, denominated in ETH and defined in accordance with the market situation. Hence, supply, price, discounts and provision of membership Benefits may vary from season to season.
3.2 Commencement and Duration of the GUD Token Genesis Sale
The GUD Soul Membership sale will take place in two stages. The first stage (the “Private Allowlist Sale”) will begin on November 22nd, 2022 and will continue until November 29th 2022.
For the Private Allowlist Sale, there will be a minimum of
- 11.111 GUD Tokens available for Tier 4;
- 2.222 GUD Tokens available for Tier 3;
- 444 GUD Tokens available for Tier 2;
- 69 GUD Tokens available for Tier
The second stage (the “Public Individual Membership Sale”) will begin on November 29th, 2022 and will continue until (i) December 6th, 2022 or (ii) the maximum supply of GUD Soul Membership available for each of the Tiers during the Public Individual Membership Sale is sold.
3.3 Limitations of GUD Soul Membership seats
3.3.1 For the Public Individual Membership Sale, the GUD Soul Membership is limited to a certain number of GUD Soul Members. The maximum number of new GUD Soul Members available per each Tier will be based on the amount of GUD Tokens sold in the Private Allowlist Sale as follows:
(i) If the amount of GUD Tokens sold per tier is less than ½ of the Minimum supply for that Tier during the Private Allowlist Sale, the maximum GUD Token supply for that Tier during the Public Individual Membership Sale will be the difference between the Minimum Supply of GUD Tokens in Private Allowlist Sale and the amount of GUD Tokens sold during the Private Allowlist Sale;
(ii) If the amount of GUD Tokens sold per tier is higher than ½ of the Minimum supply for that Tier during the Private Allowlist Sale the maximum GUD Token supply for that Tier during the Public Individual Membership Sale will be twice the amount of the GUD Tokens sold for that tier in the Private Allowlist Sale.
3.3.2 The amount of GUD Soul Membership available per Tier may be lower due to the amount of GUD Soul Membership reserved for selected individuals. We reserve the right to exclude a portion of GUD Tokens from both private and public sales.
3.4 GUD Soul Membership Genesis Sale Mechanics and Price
The GUD Soul Membership is sold according to the specifications available on the Website is subject to the terms of an Instant Buy of the GUD Soul non-transferable non-fungible tokens (hereinafter “Sale”).
The Gud Tokens Individual Membership Prices during the Private and Public Sale are as follows:
- 0.0111 ETH for GUD Soul Membership available in Tier 4;
- 0.111 ETH for GUD Soul Membership available in Tier 3;
- 1.11 ETH for GUD Soul Membership available in Tier 2;
-4.2 ETH for GUD Soul Membership available in Tier 1.
The Price of Gud Soul Membership during the Genesis Sale may vary depending on applicable discounts or bonus rewards. We may distribute rewards and discounts for various activities.
3.5 Access and Use of Web Application
You can access the Web App via any web browser using the URL https://doingud.com/memberships and a MetaMask wallet or other electronic Ethereum wallet compatible with the Web Application and the GUD Token representing the GUD Soul Membership standard on the Ethereum network. You will not be able to interact or engage in any transaction on the Web App other than through a MetaMask wallet or other Ethereum-compatible browsers/wallets. You are solely responsible for your MetaMask wallet (and/or any other Ethereum wallet compatible) and the respective private key.
Transactions on the Web App are managed and confirmed via the Ethereum blockchain. We neither own nor control your wallet providers (e.g. MetaMask, MagicLink, Brave wallet, Ledger wallet, etc.) the Ethereum network, IPFS, Ceramic, browsers, or any other third-party site, product, or service that you might access, visit or use for the purpose of enabling you to access and/or use the various features of the Website and Web App.
We do not cover the transaction fee of the Ethereum network (the “Gas Fee”) and will not be liable for the acts or omissions of any third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You are entirely responsible for the safety and management of your own private Ethereum wallets when accessing, using or otherwise interacting with the Web App and for validating all transactions and contracts generated by our Website or the Web App before approval. Furthermore, as the GUD Soul Membership is represented with the GUD Tokens Smart Contract which runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
3.6 Transfer of GUD Soul Membership
By paying the GUD Soul Membership Sale price in ETH or any other currency as provided for on the Website and the Web App, the GUD Soul Membership transaction between you and the Company is concluded.
The Smart Contract receiving the Sale price will record the transaction and allocate the GUD Tokens to the Ethereum wallet address which has interacted with the Smart Contract.
The Smart Contract only allows each Ethereum wallet address to purchase 3 GUD Soul Membership per transaction within each Tier specified on the Website and in the documentation made available thereof. The Company reserves the right to terminate or extend the Sale anytime for any reason whatsoever, or for no reason, without prior notice.
4. Ownership, License and Rights
4.1 Ownership of GUD Soul Membership
Each GUD Soul Member will have its membership status represented with the GUD Token, which is a non-transferable and non-fungible ERC-721 token on the Ethereum blockchain. When you purchase a GUD Token, you own the respective NFT completely, and qualify as a GUD Soul Member. This means that you have full property rights over the NFT. The GUD Token smart contract, however, does not contain a transfer function. GUD Soul Memberships are non-transferable and do not have a secondary market. You will not be able to sell your GUD Soul Membership, give it away or otherwise transfer the GUD Soul Memberships you purchased. You acknowledge that the ownership of the GUD Tokens and GUD Soul Membership is mediated entirely by the Smart Contract and the Ethereum network. At no point may we seize, freeze, or otherwise modify the ownership of any GUD Token.
4.2 Rights and Use related to the Digital Items
Subject to the licenses expressly granted herein, the Company (or where applicable, Company’s licensors) own all rights, title and interest in and to:
a. underlying digital items linked to the GUD Soul Memberships and the GUD Tokens, and all proprietary source code, object code and other technology associated with the GUD Soul Membership (hereinafter the “Digital Items”),
b. any and all other content and materials available through the NFTs, any associated application, and all intellectual property rights therein (collectively, “Company’s Intellectual Property”). Company’s Intellectual Property may be used only in connection with the GUD Tokens, for personal, non-commercial purposes, as expressly permitted in these Terms.
4.2.1 Limitation of Use
Unless explicitly stated by us, you should assume that all Company’s Intellectual Property is protected by copyright, trademark and other applicable intellectual property rights and may not be used except as permitted in these Terms. We do not grant, by implication, estoppel, or otherwise, any license or right to use any Company’s Intellectual Property or GUD Soul Memberships in a manner inconsistent with these Terms without our prior written permission and/or any third party that may own additional intellectual property. We reserve all rights in and to the NFTs not expressly granted to you under these Terms.
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the GUD Soul Memberships or GUD Tokens that you Own (including all software, Digital Items, content, virtual items and other material associated with the GUD Soul Memberships ) for your own personal, noncommercial use only. You may not use the Platform for any unlawful purpose.
You may not (and may not permit any third party to):
a. use the Digital Items in movies, videos, or other forms of media, except solely for your own personal, non-commercial use (such as profile pictures, PFPs, print on clothes for personal use, etc.);
b. use the Digital Items to advertise, market, or sell any product or service (with the exception of advertisement, marketing or promotion permitted by us in writing or in accordance with the applicable law);
c. modify the Digital Items in any way, including without limitation, the shapes, designs, drawings, attributes, or colour schemes;
d. use the Digital Items in any manner which would constitute or amount to an endorsement of or relationship with any particular third party, entity, product, product category, charity or service not directly connected to the GUD Tokens and the Company;
e. grant any third party the right to use the Digital Items unless such sublicensing is permitted by us;
f. use the Digital Items in connection with images, videos, or other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
g. sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Digital Items;
h. attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Digital Items except for the limited license granted pursuant to these Terms; or
i. otherwise use the Digital Items for your or any third party’s commercial benefit. To the extent that the Digital Items contain any intellectual property licensed from a third party, you will not have the right to use such third party intellectual property in any way except as incorporated in the Digital Items (and subject to all of the restrictions set forth herein with respect to your use of the Digital Items).
4.2.2 Non-transferability of the License
You acknowledge and agree that the usage rights related to the Digital Items may not be transferred along with the GUD Soul Memberships since the respective GUD Soul Memberships is non-transferable. If at any time you transfer the rights to use the Digital Items and such use needs to be accompanied by written permission from us, you may send us a request for permission to use to [email protected]
4.3 Intellectual Property Rights of Company
Other than the limited usage rights to the Digital Items as set forth above, nothing herein gives you any rights, titles or interests in and to any other trademarks or other intellectual property rights belonging to the Company (including the term GUD Soul Memberships or GUD Tokens), the associated logos and/or the Website, Web App and/or the Digital Items.
All legal rights, titles, and interests in and to all registered and unregistered trademarks, brands, logos, elements of the Website, the Web App, Digital Items, GUD Soul Memberships , GUD Tokens, and/or the Company and all intellectual property rights therein and/or connected thereto remain with the Company and are expressly reserved in the name of the Company. Therefore, you acknowledge and agree that we remain the owner of all legal rights, titles and interests in and to all registered and unregistered trademarks, brands, logos, elements of the Application, and all intellectual property rights therein and/or connected thereto (including, without limitation, all Digital Items, designs, systems, methods, information, computer code, software, services, “look and feel”, organisation, a compilation of the content, code, data, and all other elements of the GUD Soul Memberships , the Website and the Web App (collectively, hereinafter as the “GUD Collection”).
You acknowledge that the GUD Collection may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.
All GUD Collection materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Web Application or otherwise contained in the GUD Collection are proprietary to us or our licensors.
We reserve the right to modify or discontinue the sale of GUD Soul Memberships or our Website and Web Application (or any parts of any associated software or applications relating thereto) with or without notice at any time. However, we will use reasonable efforts to provide advance notice of such action.
We (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the sale of the GUD Soul Memberships or the Website and Web App or any associated software, applications or functionality.
5. Your Obligations, Responsibilities and Warranties
By applying for and buying the GUD Soul Memberships , you represent and warrant the following:
a) You have read and understood these Terms along with all the terms, conditions and policies incorporated herein by reference;
b) You have obtained sufficient information about the GUD Soul Memberships, GUD Tokens to make an informed decision to purchase the GUD Soul Memberships ;
c) You have sufficient understanding of blockchain technology, cryptographic tokens, token storage mechanisms (such as token wallets), and other blockchain-related mechanisms to understand these Terms and to evaluate the risks and implications of purchasing the GUD Soul Memberships ;
d) You are solely responsible for your MetaMask wallet (and/or any other Ethereum-compatible wallet) and the respective private key to access the wallet;
e) You are solely responsible for your own conduct while accessing, using and/or otherwise interacting with the Website, the Web Application, and for any consequences thereof;
f) You understand that the GUD Soul Memberships confer only the right to receive a non-transferable and non-fungible token. The GUD Tokens confer no other rights of any form with respect to the Company, the underlying networks or any tools, protocol, IP or code thereof, including, but not limited to, any voting, distribution, redemption, liquidation, or other financial or legal rights;
g) Apart from the uses and purposes allowed in these Terms, you are NOT purchasing GUD Soul Memberships for any uses or purposes including, but not limited to, any investment, speculative or other financial purposes;
h) By accessing the Web Application, and/or purchasing a GUD Soul Memberships you represent and warrant to be legally entitled to do so;
i) You confirm that you are neither resident of, a citizen of, or located in a country or territory subject to the UN, Swiss or any other embargoes observed and imposed by Switzerland, or countries and territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering (“FATF”) nor are you listed, or associated with any person or entity being listed, on the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations or any other Un, US or EU lists recognised and respected by the Swiss law.
j) Your purchase of GUD Soul Memberships complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the GUD Soul Memberships and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any other consents that may need to be obtained;
k) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of GUD Soul Memberships ;
l) If you are purchasing GUD Soul Memberships on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly); and
m) You are solely responsible to bear, declare, reimburse and pay all taxes, value-added taxes, contributions, duties, charges, fees (including Gas Fees, as outlined below) and or any other costs imposed by or claimed by any authority associated with the use of the Website, the Web Application, Website and/or the purchase or ownership of the NFT.
6. Fees and Payment
All Fees and Payment conditions applicable to the purchase of the GUD Soul Memberships are subject to the terms and conditions published and available on the DoinGud website. By purchasing the GUD Soul Memberships you engage and conduct the purchase through the Ethereum network. We have no liability or control over the Ethereum network or transactions happening on the network, nor do we have the ability to reverse any transactions thereof.
All prices visible on the Website and Web Application are exclusive of any taxes, levies, duties or charges of gas fees. Purchasing the GUD Soul Memberships through our Website and Web Application will be subject to a gas fee, required by the Ethereum network to confirm the transaction. Please note that we will not be liable to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in or any other transactions that you conduct via the Ethereum network.
You are responsible for determining what, if any, taxes or fees apply to your purchase of GUD Soul Memberships , including, but not limited to, sales, use, value-added, and similar taxes. You are also solely responsible for assessing, withholding, collecting, reporting and remitting the correct taxes, fees, duties and levies to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar tax arising from your purchase of GUD Soul Memberships .
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE, APPLICATION AND/OR YOUR PURCHASE OF THE GUD SOUL MEMBERSHIP ARE AT YOUR SOLE RISK, AND PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE GUD SOUL MEMBERSHIP, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TRANSFER AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT.
WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, WEB APPLICATION AND/OR THE GUD SOUL MEMBERSHIP ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE WEBSITE, WEB APPLICATION AND GUD TOKENS WILL BE CORRECTED.
WE CAN NOT AND DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, WEB APPLICATION AND/OR THE GUD SOUL MEMBERSHIP OR THE DELIVERY MECHANISM FOR GUD SOUL MEMBERSHIP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ALSO ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND/OR BLOCKCHAIN INFRASTRUCTURE. YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.
THE TECHNOLOGY USED FOR THE SALE OF THE GUD SOUL MEMBERSHIP, IN PARTICULAR THE WEB APPLICATION AND THE UNDERLYING SMART CONTRACT SYSTEM AND THE CONNECTED WEBSITE, AS WELL AS OTHER TECHNICAL CONCEPTS, HAVE BEEN TESTED IN ACCORDANCE WITH STATE-OF-THE-ART SECURITY TESTING PROCEDURES. HOWEVER, YOU ARE AWARE, UNDERSTAND AND ACCEPT THAT WEB APPLICATION MAY ALWAYS CONTAIN BUGS AND/OR MAY NOT OPERATE ERROR-FREE AND THAT THERE IS NO WARRANTY THAT THE PROCESS FOR PURCHASING GUD SOUL MEMBERSHIP AND INTERACTING WITH THE WEB APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE AND THAT THERE REMAINS AN INHERENT RISK THAT THE WEB APPLICATION AND RELATED TECHNOLOGIES COULD BE EXPOSED TO ATTACKS BY HACKERS OR OTHER INDIVIDUALS AND COULD CONTAIN WEAKNESSES, VULNERABILITIES OR BUGS CAUSING, INTER ALIA, THE COMPLETE LOSS OF THE ETH TRANSFERRED TO THE SMART CONTRACTS AND/OR THE GUD SOUL MEMBERSHIP.
YOU FURTHER UNDERSTAND AND ACCEPT THAT, THE ETHEREUM BLOCKCHAIN USED FOR THE GUD SOUL MEMBERSHIP SALE COULD BE SUSCEPTIBLE TO LAGS, ERRORS, OR CONSENSUS-RELATED ATTACKS, INCLUDING BUT NOT LIMITED TO DOUBLE-SPEND ATTACKS, MAJORITY VALIDATION POWER ATTACKS, CENSORSHIP ATTACKS, AND BYZANTINE BEHAVIOUR IN THE CONSENSUS ALGORITHM. ANY SUCCESSFUL ATTACK PRESENTS A RISK TO THE EXPECTED PROPER EXECUTION AND SEQUENCING OF TRANSACTIONS RELATED TO THE WEBSITE OR WEB APPLICATION AND THE EXPECTED PROPER EXECUTION AND SEQUENCING OF SMART CONTRACT COMPUTATIONS, WHICH MAY LEAD TO THE LOSS OF THE ETH TRANSFERRED TO THE WEB APPLICATION AND/OR THE GUD SOUL MEMBERSHIP.
Some jurisdictions do not allow the exclusion of implied warranties or disclaimers of implied terms in contracts with consumers, so some or all of the above exclusions may not apply to you.
8. Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF THE COMPANY’S LIABILITY IN CONNECTION WITH THE SALE OF THE GUD SOUL MEMBERSHIP AS WELL AS THE USE OF THE APPLICATION.
YOU UNDERSTAND AND AGREE THAT THE COMPANY, OUR PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS OR ANY OTHER COMPANY’S PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) WHICH MAY ARISE OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF GUD TOKENS AND GUD SOUL MEMBERSHIP, OR CAUSED IN ANY OTHER WAY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE WILL ESPECIALLY NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
YOU UNDERSTAND THAT THE COMPANY’S LIABILITY UNDER THESE TERMS IS LIMITED TO THE EXTENT PERMISSIBLE BY THE SWISS LAW. THE COMPANY’S LIABILITY UNDER THESE TERMS IS LIMITED UNDER ANY TITLE TO DAMAGES CAUSED BY WILLFUL INTENT OR GROSS NEGLIGENCE.
9. Risk Assumption
By purchasing, holding or using the GUD Soul Membership, you expressly acknowledge and assume the following risks:
9.1 Risks associated with blockchain technology
GUD Soul Membership, GUD Tokens and Web Applications are based on the Ethereum network. Any may malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the functionality of our Web Application or GUD Soul Membership application. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Gud Soul Membership and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
The Ethereum protocol is still developing and may undergo significant changes over time (e.g. the merge). Although we intend for the GUD Soul Membership to follow the specifications set forth above, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the GUD Soul Membership or our Web Application for any number of legitimate reasons. This could create the risk that the Tokens or our Web Application, as further developed and maintained, may not meet your expectations at the time of GUD Soul Membership purchase. Furthermore, despite our good faith efforts to develop and maintain the Website and Web Application, it is still possible that you will experience malfunctions or otherwise fail to be adequately provided with the expected token functionalities.
You are aware that there might be some weaknesses in the core infrastructure the GUD Soul Membership are based on, especially but not limited to the Web Application. You are also aware that such weaknesses may, despite our best efforts to establish high-level security, be exploited by malicious individuals, groups or organisations, who may attempt to interfere, attack or otherwise maliciously exploit the weakness in the code the Company deployed. In addition to such malicious exploitation, you are aware that there might be additional risks that the Company cannot foresee or anticipate. Such risks may further materialise as unanticipated variations or combinations of risks described herein.
You further fully understand and acknowledge the risks associated with private keys or a combination of private keys, necessary to purchase, GUD Soul Membership, which are stored in your digital wallet or a vault. The loss of requisite private key(s) associated with your digital wallet or vault storing the GUD Tokens will result in the loss of GUD Soul Membership. Moreover, any third party that gains access to the private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens.
9.2 Risks associated with Uncertain Regulation and Enforcement Actions
The regulatory status of the overall non-fungible tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing or new regulations with respect to such technology and its applications, including GUD Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting non-fungible tokens, even to those which present memberships and are by default non-transferrable. You are aware and agree to the existence of risks associated to the regulatory actions that could negatively impact the use of Web Application, Website, GUD Tokens or the underlying network. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
9.3 Risks associated with GUD Tokens
Purchased GUD Tokens have no other inherent or intrinsic value than the one specified by us at the time of purchase. The GUD Tokens are non-transferable and do not have any secondary market. We cannot guarantee that any purchased GUD Tokens will gain in value or will become tradable. The GUD Tokens should not be considered an investment. The price of GUD Tokens on the primary market may vary and is subject to factors occurring outside of the Project. The blockchain ecosystem may materially impact the value and desirability of GUD Tokens. You assume all risks in that connection.
You further accept all risks and assume full responsibility with regard to the storage of your GUD Tokens. You accept the risks associated with the Interplanetary File System (IPFS) storage and accept that we are not responsible and cannot be held liable for any downtime or any other issues including total loss of your GUD Tokens due to faulty functioning of IPFS as well as other data storage and/or data access and hosting systems provided by third parties for whichever reason, including hacking or any other kind of third-party attacks.
You assume all risks associated with the responsibility to determine what, if any, taxes apply to your GUD Tokens-related transactions. We are not responsible for determining the taxes that apply to your transactions made through our Website or Web Application.
To the fullest extent permitted by the applicable laws, you will indemnify, defend and hold harmless the Project, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “ Project’s Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (i) your purchase or use of GUD Soul Membership, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
11. Data Protection
12. Modifications and notices
We reserve the right to change, update, modify and/or amend in any way the Website and/or Web Application at our sole discretion. You acknowledge and agree that the Website or the Web Application and/or any part of thereof may be changed, updated, modified or in any other way amended without prior notice to you.
Moreover, we may make changes to these Terms at our sole discretion. Please check these Terms periodically for changes. Any changes to these Terms will apply on the date that they are made. Your continued access to or use of the Website or the Web App after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Website and/or our Web Application.
13.1 Force Majeure
Non-performance by us is excused if we prove that the non-performance was due to an impediment beyond our control (in particular, but not limited to shortage of raw materials and/or energy, war, fire, damages or disturbances in the plants, official measures, interruptions in the way of transportation, labour troubles, epidemics, COVID-19, cyber-attack, cyber incident, etc.) and that we could not reasonably be expected to have taken the impediment into account at the time of the conclusion of these Terms & Conditions or to have avoided or overcome it or its consequences.
13.2 External Websites and Links
Our Website and/or Application may contain links to third-party websites and their products, materials or services (hereinafter “Third-Party Websites”). You acknowledge and agree that (i) we are not responsible for the availability of any Third-Party Websites, (ii) the Third-Party Websites are not within our control; (iii) we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third-Party Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products, services or other materials on, or made available from, any Third-Party Website.
13.3 Entire Agreement
Should any part of these Terms & Conditions be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms & Conditions and will not affect the validity or enforceability of the remaining provisions of these Terms & Conditions.
Should any part of these Terms & Conditions be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms & Conditions and will not affect the validity or enforceability of the remaining provisions of these Terms & Conditions.
13.5 No Assignment
You have no right to assign, transfer, sub-contract or otherwise delegate your rights and obligations under these Terms & Conditions, either as a whole or in part, to any third party without the prior written and express consent of the Company. The Company is entitled to assign its rights and obligations under these Terms & Conditions in its sole discretion to an affiliate, or in connection with an acquisition, sale, merger or reorganization.
13.6 No Third-Party Beneficiaries
These Terms & Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than you.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE WEBSITE AND/OR WEB APPLICATION AND/OR ANY PRODUCTS AND/OR SERVICES SOLD OR DISTRIBUTED THROUGH THE WEBSITE AND/OR WEB APPLICATION, AND/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.
You acknowledge and accept that all claims and disputes within the scope of these Terms & Conditions must be litigated on an individual basis and not on a class or collective basis. Claims of more than one customer, user or Purchaser cannot be consolidated with those of any other customer, user or Purchaser. Only individual relief is available.
15. Governing Law and Jurisdiction
These Terms & Conditions and all claims relating to or arising out of these Terms & Conditions, 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, these Terms & Conditions, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively by the cantonal court of the canton of Zug, Switzerland.