Introduction

Any functional non-fungible token (“NFT”) running on a blockchain, which can be or was generated or issued (“Minted”) on this website and is lawfully owned (“CYBER GENIE NFT”), and the underlying digital artwork or digital collectible linked to them (“Art”) are subject to the following terms and conditions (“these T&Cs”), provided by The Cyber Genie GmbH, Karlsplatz 3 80335 MÜNCHEN (“The Cyber Genie” or “us” or “we”).

These T&Cs are effective as of August 16, 2023

Website as interface

This website is not stored on the blockchain but acts as an interface for the user (“user” or “you”) to process the Minting of a CYBER GENIE NFT and interact with the related Smart Contract, and for secondary purchasers of a CYBER GENIE NFT, to access these T&Cs. By using this website and/or by Minting or purchasing or selling (or by offering to purchase or sell) a CYBER GENIE NFT and/or the underlying Art on any platform and/or by holding a CYBER GENIE NFT in your wallet, you consent to the terms set forth herein.

Risk assumption / your responsibility

Minting and transactions

You as the person Minting can process the transaction through this website by connecting your crypto wallet and performing and confirming the transactions indicated in your wallet. You accept and acknowledge that we are not responsible for the validation and confirmation of any transaction or Smart Contract through your own wallet, but that this happens at your own judgment and under your own control. Transactions on the blockchain sometimes go wrong and get stuck, while the underlying transaction costs (“Gas Fees”) still apply and can be irrevocably lost, even in a broken transaction. The Cyber Genie does not take any liability in such case. Notwithstanding that, The Cyber Genie may offer but has no obligation to do so, to cover Gas Fees related to the Minting of a CYBER GENIE NFT.

Software, blockchain and Smart Contract

Blockchain and web3 software are still relatively new, and we cannot guarantee that the code will function as intended and lead to the results you expect. Especially, we have no control over the underlying infrastructure and the performance and functionality of the applicable blockchain and we cannot undo, reverse or restore any transaction. You accept responsibility for any risks associated with interacting with Smart Contracts accessible through this website or any other software or service related to the Minting and the connection of your wallet.

Price fluctuations / no investment

Price fluctuations in NFTs are a typical phenomenon. Given the volatility, CYBER GENIE NFTs should not be considered an investment. Nothing on this website qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. We consider the CYBER GENIE NFTs to be art projects which may or may not have additional utility. It remains your sole responsibility to assure that the Minting or secondary purchase of a CYBER GENIE NFT and ownership of the Art is in compliance with laws and regulations in your jurisdiction.

Legal uncertainty

The regulatory landscape of NFTs, crypto currencies and blockchain technology is still mostly unsettled. New regulations, court decisions or legislation could have a negative impact on CYBER GENIE NFTs and could in consequence impact their value as well as the value of the underlying Art. You confirm that you acknowledge and accept this risk.

Rights pertaining to a CYBER GENIE NFT and to the Art

Ownership of the CYBER GENIE NFT

With your Minting or secondary purchase of a CYBER GENIE NFT, you trigger an entry on the relevant blockchain, which links to a website representing the underlying Art. Your rights pertaining to the CYBER GENIE NFT are mediated entirely by the smart contract and the respective blockchain on which it is deployed: at no point may we seize, freeze, or otherwise modify the ownership of any CYBER GENIE NFT and/or underlying Art.

Rights pertaining to the Art; non-commercial license

Your Minting of a CYBER GENIE NFT makes you the owner of a digital asset, which is the underlying Art. However, it does not imply that you own the intellectual property of the underlying Art. We do grant you certain rights to the intellectual property, which are summarized herein-after (“License”):

RSubject to your full compliance with these T&Cs and subject to the limitations set forth in Section 4.4, we grant you the worldwide, royalty-free, not sublicensable, non-exclusive right to use, distribute, copy and display the unmodified Art for your own personal, non-commercial purposes in any media, which includes displaying the Art on a marketplace, social media or website for your personal use, provided that such marketplace, social media or website cryptographically verifies that you are the owner of the underlying CYBER GENIE NFT.

The rights granted to you are non-transferrable, unless you transfer and assign the CYBER GENIE NFT together with the underlying Art to a secondary owner. For clarity, you have no right to monetize the Art in any commercial way or allowing others to use and/or display the Art. For further clarity, you may make the Art accessible to the public by displaying it as an artwork or collectible, however, not within a commercial context.

When you offer your CYBER GENIE NFT for sale on a marketplace, platform, website, app or in any other way, you may display the Art in the offer and despite the fact that you will want to receive a compensation for your CYBER GENIE NFT, we do not consider this a commercial use but a personal, non-commercial use.

The rights granted to you as set forth herein are limited to the time in which you are the owner of the related CYBER GENIE NFT. You do not retain any of these rights in case you sell or otherwise transfer the CYBER GENIE NFT and/or the Art, abandon ownership or burn the CYBER GENIE NFT, in case the ownership of the CYBER GENIE NFT is separated from the ownership of the Art or in case we terminate the license as set forth in Section 4.7.

Immediate execution of the agreement

By minting a CYBER GENIE NFT through this website, you explicitly agree that the underlying Minting of the CYBER GENIE NFT and your ownership of the Art shall be immediately executed, irrespective of potential revocation rights you may or may not have based on applicable consumer laws. You acknowledge that the immediate execution will mean, in consequence, that you forfeit the right to revoke any acquisition agreement, irrespective of whether you would have ever had any such rights in the first place.

License restrictions and limitations

Notwithstanding any of the above, you may not use the CYBER GENIE NFT and/or the Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene, or in a political or religious context, or that promotes any such activity, as determined in our sole discretion.

You may not create derivative works from the Art, be it analogue or digital and including NFTs, and you may not fractionalize the Art or the CYBER GENIE NFT in any way.

Moral rights, such as the integrity of Art’s creator, are not part of the License, nor are publicity, privacy, and/or other similar personality rights pertaining to the Art.

Assignment of the License

We reserve the right to freely assign the contractual relationship we have with you under these T&Cs as such or in part to a third party without requiring your consent to do so.

Future transfers of CYBER GENIE NFTs

You acknowledge that your CYBER GENIE NFT exists only by virtue of the ownership record maintained on the applicable blockchain. Any transfer of CYBER GENIE NFTs occurs within the relevant blockchain and not on our website. A secondary sales royalty (“creator fees”) may apply as indicated on the relevant platform you may use for the sale or purchase of the CYBER GENIE NFT on secondary market. You understand that the License is only granted to the actual lawful owner of the CYBER GENIE NFT and the previous owner (s) will lose all rights in and to the CYBER GENIE NFT and the underlying Art with its transfer.

Termination of the License

If you materially breach any of the provisions of these T&Cs, we may terminate some or all of the rights granted to you herein. While we will use commercially reasonable efforts to provide you with notice of such termination, for the avoidance of doubt, your License shall terminate regardless of whether such notice is actually received. Upon the termination of your License, you shall cease all use of the rights granted in this Article 4 and shall cease all further use of the Art and the CYBER GENIE NFT.

No license under The Cyber Genie’s trademarks etc.

For clarity, the Minting or secondary acquisition of a CYBER GENIE NFT does not grant you any right to use any of our logos, trademarks such as “The Cyber Genie” or others. You may, however, refer to us as the source of the CYBER GENIE NFT in a way permitted by the applicable laws. Unless you have our prior written approval, you may not register any trademarks, company names, domain names, social media accounts or other identifiers to advertise or promote the CYBER GENIE NFTs, the underlying Art or any other products or services.

Additional Features

We may choose to make additional features, such as access, content, items or other benefits available to owners of CYBER GENIE NFTs (“Additional Features”). However, we have no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when Minting or otherwise acquiring a CYBER GENIE NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

Eligibility and compliance

You represent, (i) that the Minting, secondary sale or purchase and/or ownership of the CYBER GENIE NFT and/or Art in your country of residency is not limited by laws and regulations, (ii) that no limitations apply to you as a person (age, criminal record etc.) and (iii) that neither the company you may represent nor your country of residency are included in any embargo or sanction list and you are further not illegally dealing with such entity or country. You further represent to act in compliance with your applicable tax regulations that may be associated with Minting or secondary purchase or sale of a CYBER GENIE NFT covered by these T&Cs.

You are solely responsible for determining the legality of your actions on or though this website and in relation to your ownership of a CYBER GENIE NFT and the underlying Art.

Feedback

You may choose to submit comments, bug reports, ideas or other feedback about these T&Cs, a CYBER GENIE NFT or this website to us (collectively “Feedback”). By sending us your Feedback, you agree that we may use such Feedback in any way we see fit without additional compensation. You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license to incorporate and use the Feedback for any purpose.

Limitation of Liability

This website and any related services and software including third-party websites and any smart contract are provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability or value of any Cyber Genie NFT or the art, fitness for a particular purpose, and non-infringement. In no event shall we or the creators of the Cyber Genie NFT or the underlying art be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with this website, any service, software, these T&Cs. These limitations apply only in case the damage has not been caused by our willful misconduct or gross negligence. In the event our liability cannot be limited or excluded based on applicable national laws, our liability for damages we caused shall be limited to the lower of the mint price of the Cyber Genie NFT in question or an amount of five hundred euros (EUR 500.00).

Disclaimers

We do not represent or warrant that access to the front-end interface of our website will be continuous, uninterrupted, timely, or secure; that the information contained on the website will be accurate, reliable, complete, or current; or that this website and the software behind it will be free from errors, defects, viruses, or other harmful elements.

Please note that the CYBER GENIE NFTs are intended for consumer enjoyment, use and consumption only.

Fees and payment

If you elect to Mint a CYBER GENIE NFT through this website or sell and/or purchase on the secondary market, any financial transactions that you engage in will be conducted solely through the applicable blockchain. We will have no insight into or control over any payments or transactions and will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the applicable blockchain.

Applicable law

German law with the exclusion of its conflict principles and under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) applies to these T&Cs and the relationship between you and us and any subsequent owner of the CYBER GENIE NFT and/or the respective Art. Should you be a consumer, additional national consumer protection laws of your country of residency may apply.

Dispute resolution

Contractual disputes

Provided that you are not a consumer, should we ever have any contractual dispute with you arising out of or in connection with these T&Cs, including without limitation your access or use of this website, or to any related CYBER GENIE NFTs, such disputes shall be exclusively referred to the courts of Frankfurt / Main, Germany, in first instance. Should you be a consumer, you may bring legal proceedings also in your local court.

Injunctive relief; non-contractual matters

We may seek and obtain injunctive relief in contractual matters and/or any relief in non-contractual matters like tort or infringement of the IP of the art in any jurisdiction in any competent court with respect to any dispute arising out of or related to these T&Cs.

Waiver of class action and jury trial

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. Further, should a competent court be in the United States of America: you hereby expressly give up your right to have a trial by jury.

Modification of these T&Cs

We reserve the right, in our sole discretion, to modify these T&Cs, also after the Minting. All modifications become effective when they are posted on this website and you can see from the date indicated on the top of this page when the last change has been made, if any. Your continued holding, access to and/or use of a CYBER GENIE NFT and the Art after these T&Cs have been updated will constitute your binding acceptance of the relevant updates.

Severability

Should any provision of these T&Cs be invalid, unenforceable or otherwise void, this shall have no effect on the remainder of these T&Cs. The invalid, unenforceable or otherwise void provision shall be deemed replaced by a valid and enforceable provision coming as close as legally possible to the invalid, unenforceable or void provision.

German version prevails

These T&Cs are an English translation of the original German version. In the event the English version of these T&Cs deviate from the German original version, the German version shall prevail.