Ownership
TLDR;
You can use your Alpha Girl Club in any way you want including commercially.
No use of the Trademark “Alpha Girl Club” or “AGC” or Logo.
No use towards anything unlawful, fraudulent, libelous, defamatory, unethical, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable.
IP ownership is transferred when the NFT is sold.
Full Agreement
ALPHA GIRL CLUB LLC is a collection of non fungible tokens (NFTs) running on the Ethereum network. The primary purpose of this website is to provide information concerning ALPHA GIRL CLUB LLC and provide access to users to purchase our NFTs. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website. Ethereum wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. BECAUSE OUR SMART CONTRACT OPERATES ON THE ETHEREUM NETWORK THERE IS NO ABILITY TO UNDO, REVERSE, OR RESTORE ANY TRANSACTIONS INVOLVING OUR NFTS.
We may make changes to these Terms of Use at our discretion. Please check these Terms of Use periodically for changes. Any changes will apply on the date that they are made, and your continued access to or use after these Terms of Use have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms of Use, you may not access or use this website.
Definitions
“Art” means any art, designs, drawings, traits, layers, and other design elements that may be associated with a Licensed NFT that you own.
“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.
“Licensed NFT” Means a non-fungible token that you Own and was originally minted on this Site. “NFT” means any blockchain-tracked, non-fungible token.
“NFT Trading Platform” means a secure marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain and such transactions can be proven by the applicable blockchain.
“Own” or “Ownership” means, with respect to a Licensed NFT, a Licensed NFT that you have purchased through the Website or otherwise rightfully acquired from a legitimate source, where proof of purchase was recorded on the applicable blockchain and ownership of the Licensed NFT can be proven.
“Owner” means someone who has rightful and legal Ownership of a Licensed NFT.
Your Acceptance
These Terms & Conditions constitute an agreement ("Agreement") between Alpha Girl Club, LLC ("ACG"), the owner and operator of the Alpha Girl Club website, https://alphagirlclub.io (the “Site” or “Website”), and you (“you”, “your” or “user(s)”), a user of the Site. Throughout this Agreement, the words “ACG,” “us,” “we,” and “our,” refer to our company, Alpha Girl Club, LLC. BY ACCESSING THIS WEBSITE, YOU AGREE TO AND ACCEPT THESE TERMS AND CONDITIONS IN FULL AND WITHOUT RESERVATION. IF YOU DISAGREE WITH THESE TERMS & CONDITIONS, YOU MAY NOT USE THIS WEBSITE OR ATTEMPT TO PURCHASE ANY ALPHA GIRL CLUB NFTS. We may amend this Agreement at any time so please come back and review these Terms & Conditions often.
License Terms
Non-Exclusive License. ALPHA GIRL CLUB LLC grants you a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license to use, copy, display the purchased Art, including for the purpose of creating derivative works based on the Art (“Adapted Art”); provided, however, any such Adapted Art must contain the original traits or features of the Art (including color schemes) and may not use traits or features from other Alpha Girl Club artwork (including their color schemes). Upon failure by you (or any authorized person) to comply with these Terms of Use, we shall be entitled to terminate this license
You may commercialize your Licensed NFT by producing and selling physical merchandise that portrays the Licensed NFT’s underlying Art in its entirety.
You understand and agree that these rights are licensed solely to the rightful and legal Owner of the Licensed NFT. Your licensed rights to the Licensed NFT will terminate upon the rightful and legal sale or transfer of your Licensed NFT in accordance with Section 15.
Restricted Use. The following are prohibited with the express written permission of ALPHA GIRL CLUB LLC:
No False Claims of Ownership. Nothing in these Terms of Use constitutes or may be construed as permission to assert or imply that you are, or that your use of the Art is sponsored, endorsed, or granted official status by us. You may not falsely represent that you are the creator or owner of any Art.
No Use in Trademark or Logo. Unless explicitly authorized by us, you may not use the Art (in whole or in part) or any Adapted Art as the distinctive or distinguishing feature of a trademark, design mark, trade name, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
Alpha Girl Club Licensed Materials. The user shall not use any Alpha Girl Club Licensed Materials in connection with any material, which is unlawful, fraudulent, libelous, defamatory, unethical, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations and you shall indemnify and defend Alpha Girl Club, LLC. against any claims, damages, proceedings, loss or costs arising from such use. User shall not use the Alpha Girl Club Licensed Materials in any way that could be construed as being adverse or derogatory to the image of Alpha Girl Club or any of its subjects featured in the NFTs.
Your Obligations. You are solely responsible for your own conduct while accessing or using this website, and for any consequences thereof. You agree to use the site only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the website any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users’ use of the website; (vii) use the website for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the website; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the website or any part of it; (x) use any technology to collect information about the website’s for any unauthorized purpose; (xi) access or use the website for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section 3, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
Disclaimers. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THIS WEBSITE IS AT YOUR SOLE RISK, AND THAT THIS WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THIS WEBSITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THIS WEBSITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (III) THIS WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THIS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THIS WEBSITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.
WE WILL 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 CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.
Limitation of Liability. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, 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, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $500. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.
Assumption of Risk. You accept and acknowledge each of the following:
You assume all risks associated with the purchase and sale of our NFTs, including any volatility associated with the price of our NFTs or Ethereum, as well as all risks associated with using an internet-based currency (issues with hardware, software, internet connection, and unauthorized access to your Ethereum wallet).
You understand that ownership of our NFTs entitles you to license our Art. No information on our website is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing on this website is intended to be an offering of any securities in any jurisdiction nor does it constitute an offer or invitation to purchase shares (including in our company), securities, or other financial instruments. Because our project consists of licensing art, we have not registered with any securities regulators. It remains your sole responsibility to ensure that your purchase of our NFTs and license to use our artwork is in compliance with the laws and regulations of your jurisdiction.
NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your licensed artwork and NFTs. You understand and accept all risks associated with any regulations that impact such value.
You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum network.
Indemnification. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us, our employees, contractors, service providers, consultants, successor organizations, and each of their respective officers, directors, agents, partners and employees (individually and collectively, the “Indemnified Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your Feedback; (b) your violation of these Terms of Use; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (d) your misconduct in connection with this website; (e) your violation of our non-exclusive license; or (f) your use of the Art or any Adapted Art. You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at the Indemnified Party’s sole option, of any third-party Claims.
Dispute Resolution; Arbitration. All disputes arising out of or in connection with these Terms of Use, including without limitation your access or use of this website, or to any products sold or distributed through this website, including our NFTs (collectively, “Disputes”) will be referred to and finally resolved by confidential arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Seattle, Washington. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTES: (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.
Minors. Our website is not intended for children. You must be at least 18 years old to access this website or purchase our NFTs. If you are under 18 years old you are not permitted to use this website for any reason. By accessing our website, you represent and warrant that you are at least 18 years of age.
Severability. If any provision or part of a provision of these Terms of Use is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.
Feedback. You may choose to submit comments, bug reports, ideas or other feedback about this website, including without limitation about how to improve this website (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.
Miscellaneous. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You may not assign or delegate any rights under these Terms of Use. We may freely assign or delegate our rights under these Terms of Use. You agree that communications and transactions between us may be conducted electronically. You agree that these Terms of Use constitute the entire agreement between you and us and govern your use of our services, our website, and any products sold or distributed through this website, including our NFTs, superseding any prior agreements between you and us on these subjects.
Transfer. You have the limited right to transfer or sell your Licensed NFTs on an NFT Trading Platform, provided that the transferee or purchaser understands and accepts the terms of this Agreement and the terms of the NFT trading platform applicable Terms & Conditions and that prior to the transfer, you have not breached this Agreement or the Terms & Conditions of the NFT Trading Platform. AGC is not responsible for any transactions between you and a third party, including using any NFT Trading Platform to transfer your Licensed NFTs. AGC shall have no responsibilities or liability with respect to any transfer you enact on any of these NFT Trading Platforms.
Termination of Licensed Rights. The Licensed Rights shall automatically terminate and all rights shall return to Alpha Girl Club LLC if:
(a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent, or your assets are placed in the hands of a receiver;
(b) you engage in any unlawful business practice related to your Alpha Girl Club NFT;
(c) you breach any of these Sale Terms and Conditions or any of your obligations under these Sale Terms and Conditions; or
(d) you disparage Alpha Girl Club, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys.
(e) License terminates upon the sale of your NFT.
Taxes. You are solely responsible for all taxes and charges that apply in connection with any Alpha Girl Club collection NFT transaction. Alpha Girl Club is not responsible for determining the taxes that may apply to any of your transactions, and offers no representation or warranty that any such transaction will be tax-free or will not otherwise have tax consequences.
Updates to the Terms. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website. Your continued use of the Services following the posting of revised Terms of Service means that You accept and agree to the changes. You are expected to check this page from time to time so You are aware of any changes, as they are binding on You.
*These terms are subject to change without notice.