Last revised Jan 7, 2022
Please read these terms of sale and use (“Terms”) very carefully. These Terms are between you (the “Collector(s)”) and Squirrel Technologies Inc. (“Squirrel”, “we”, “us” or “our”), an International Business Company formed pursuant to the laws of the Commonwealth of the Bahamas. These Terms govern the purchase of the non-fungible token(s) you are purchasing (“Squirrelly Squirrel(s)” or “NFT(s)”) on the Site. By purchasing a Squirrelly Squirrel, the Collector is accepting these Terms. The Collector acknowledges and agrees to provide notice of these Terms to any subsequent purchaser of a Squirrelly Squirrel.
Squirrelly Squirrels may be offered in bundles of up to five for immediate acceptance at a price established by Squirrel. Collectors can purchase Squirrelly Squirrels through the Site by sending a specified amount of cryptocurrency to a smart contract – a term used to describe computer code that automatically executes all or parts of an agreement and is stored on a blockchain-based platform (“Smart Contract”) – configured to initiate a transfer of the Squirrelly Squirrel, plus any additional fees, royalties and taxes.
Transactions that take place on the Site are managed and confirmed via the Ethereum blockchain network. You understand that your Ethereum public address will be made publicly visible whenever you purchase a Squirrelly Squirrel on this Site. To purchase a Squirrelly Squirrel, a Collector must voluntarily invoke one or more Smart Contract operations from an Ethereum compatible wallet. The Smart Contracts are configured to facilitate the execution of a Collector’s purchase of a Squirrelly Squirrel.
Collection and Disbursement of Fees by the Smart Contract
You agree and understand that all fees, taxes, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum network. By transacting on the Site and by using the Smart Contracts, you hereby acknowledge, consent to, and accept all automated fees, taxes, and royalties for the sale of Squirrelly Squirrels on the Site. The Collector hereby waives any first sale defense or argument with respect to activities resulting in royalties payable.
Gas Fee. The Ethereum network requires the payment of a transaction fee (“Gas Fee”) for every transaction that occurs on the network. The value of the Gas Fee changes, often unpredictably, and is entirely outside of our control. You acknowledge that under no circumstances will a Squirrelly Squirrel purchase be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable. You also acknowledge and agree that Gas Fees are non-refundable under all circumstances.
Royalties. Initial and secondary market sales of Squirrelly Squirrels are respectively subject to royalties. These royalties are disclosed in the metadata of the Smart Contracts governing the sale of the Squirrelly Squirrel and are automatically delivered and/or deducted to the relevant party on the execution of the Smart Contract.
You own the Squirrelly Squirrel you purchased. Ownership of the NFT is mediated entirely by the Smart Contract and the blockchain network. At no point may we seize, freeze, or otherwise modify the ownership of any Squirrelly Squirrel.
In connection with your ownership of the Squirrely Squirrel, Squirrel grants you, subject to your continued compliance with these Terms, a limited, worldwide royalty-free license (the “License”) to use, copy and display the art underlying your Squirrelly Squirrel (the “Artwork”), for the following purposes:
- 1.Commercial Use: for the purpose of making commercial use of the Artwork, for example, by selling copies of the Artwork, selling access to the Artwork, selling derivative works embodying the Artwork, using the Artwork to produce and sell merchandise products, displaying copies of the Artwork, or otherwise commercially exploiting the Artwork.
- 2.Personal Use: (i) for your own personal use; (ii) as part of a marketplace that permits the purchase and sale of your Squirrelly Squirrel, provided that the marketplace cryptographically verifies each Squirrelly Squirrel’s Collector’s rights to display the Artwork for their Squirrelly Squirrel to ensure that only the actual owner can display the Artwork; (iii) for the purpose of promoting or sharing your purchase, ownership, or interest in your Squirrelly Squirrel or the Artwork, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms and other virtual environments; and (iv) for the purpose of sharing, promoting, discussing, or commenting on the Artwork;
You agree and acknowledge that the lawful ownership, possession, and title to a Squirrelly Squirrel is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Artwork provided by these Terms. Any subsequent transfer, assignment, dispossession, burning, or other relinquishment of a Squirrelly Squirrel will immediately terminate your rights and interest in the License as provided by these Terms.
You agree and acknowledge that Squirrel retains legal ownership, right and title to any copyrights, trademarks, and other intellectual property rights to the Artwork and all trade names, trademarks, and logos on the Site (“Marks”) and any other intellectual property rights not specifically granted by the License. You may not use or reproduce any Marks without our express written consent. You may not remove any proprietary Marks from Squirrelly Squirrels or our Site.
You may not, nor permit any third party, to do or attempt to:
- 1.modify, distort, mutilate, or perform any other modification to the Artwork which would be prejudicial to the Squirrel’s reputation (as determined in Squirrel’s sole discretion);
- 2.use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, pornography or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
- 3.attempt to Mint, tokenize, or create an additional cryptographic token representing the same Artwork, whether on or off of the Site; or
- 4.falsify or misrepresent the authorship of the Artwork.
You understand and agree that your license may be revoked in the event that you do not comply with these Terms.
Disclaimers and Limitations on Our Liability
Disclaimers of Warranty
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, THE SMART CONTRACTS AND YOUR PURCHASE OF A SQUIRRELLY SQUIRREL IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, THE SMART CONTRACTS AND YOUR SQUIRRELLY SQUIRREL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL SQUIRREL (INCLUDING OUR SUBSIDIARIES AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CLAIM AT LAW OR IN EQUITY FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), AND ALL SUCH DAMAGES OR LOSSES ARE EXPRESSLY EXCLUDED BY THIS AGREEMENT WHETHER OR NOT THEY WERE FORESEEABLE OR SQUIRREL WAS ADVISED OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE (INCLUDING OUR SUBSIDIARIES AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS) ARE NOT LIABLE AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (A) YOUR PURCHASE OF A SQUIRRELLY SQUIRREL ON THIS SITE AND THROUGH A SMART CONTRACT; AND (B) ACTS OR OMISSIONS OF ANY THIRD PARTIES WHO OWN AND CONTROL THE ETHEREUM NETWORK OR ANY OTHER THIRD-PARTY SITE, PRODUCT OR SERVICE THAT YOU MIGHT ACCESS, VISIT, OR USE FOR THE PURPOSE OF ENABLING YOU TO PURCHASE A SQUIRRELLY SQUIRREL
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the total amount you paid on the Site to purchase your Squirrelly Squirrel.
Assumption of the Risk
Cryptocurrency and Smart Contracts Risk
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM NETWORK, AND NFTS. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR ANY ETHEREUM COMPATIBLE BROWSERS OR WALLETS, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) BUGS, MALFUNCTIONS, TIMING ERRORS, HACKING AND THEFT; AND (E) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE ETHEREUM NETWORK, OR ETHEREUM COMPATIBLE BROWSERS OR WALLETS.
You acknowledge that Smart Contract and blockchain technologies are experimental, speculative, and may expose you to a risk of total loss, forfeiture of your cryptocurrency, your Squirrelly Squirrel, or lost opportunities to buy Squirrelly Squirrels. You agree to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as you expect.
No Responsibility for Technical Errors
SQUIRREL IS NOT RESPONSIBLE FOR LOSSES DUE TO TECHNICAL ERRORS OF BLOCKCHAINS, ANY FEATURES OF THE ETHEREUM NETWORK OR ANY ETHEREUM COMPATIBLE BROWSERS OR WALLETS, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, UPGRADES, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
No Guarantee of Value of Squirrelly Squirrels
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Squirrelly Squirrel, which may also be subject to significant price volatility. Squirrelly Squirrels should not be purchased as an investment.
Governing Law. The Site, the Site and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.
Choice of Forum. Any action or proceeding arising out of or relating to your purchase and use of a Squirrelly Squirrel and under these Terms will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Terms May Change. These Terms may be discretionarily modified or replaced by Squirrel at any time. The most current version of this Terms will be posted on the Site with the “Last Revised” date at the top of the Terms changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Purchase of a Squirrelly Squirrel by you after any modification to the Terms constitutes your acceptance of the Terms as modified. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Site (including access to the Site via any third-party links).
Smart Contracts May Change. You acknowledge that Squirrel may modify, change, amend, or replace one or more of the Smart Contracts from time to time. You agree that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.
Indemnification. You agree to indemnify, defend and hold harmless Squirrel and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party, including, without limitation and for greater certainty, the intellectual property rights of a third-party.
Release. You irrevocably release, acquit, and forever discharges Squirrel and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another Collector’s violation of these Terms.
Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Entire Agreement. These Terms and any policies or operating rules posted by us on the Site constitutes the entire agreement and understanding between you and us and govern your purchase of a Squirrelly Squirrel, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).