Terms and Conditions
Degen Watch Club NFT Minting Event and Website
These terms and conditions (the “Terms”) constitute a legal and binding agreement between you and BIIP LLC d/b/a Degen Watch Club (“DWC,” “we,” “us,” or “our”) regarding your use of this website (“Website”) and the services provided to you (“Services”). The Website is maintained and operated by DWC and is offered to you, subject to these Terms and DWC’s privacy policy (the “Privacy Policy”), each of which may be modified, updated, or otherwise amended by DWC from time-to-time, in its sole discretion, without notice to you (collectively referred to as this “Agreement”).
THE SECTIONS BELOW TITLED, “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Agreement to be Bound. By access or using the Website and/or Services, including without limitation, participating in a DWC NFT Minting Event (as defined below), holding a DWC NFT (as defined below), or redeeming a DWC NFT, you expressly represent and warrant that you have read this Agreement, understand the terms contained herein, and agree to be bound by this Agreement. You understand that if you do not agree to this Agreement, you must not access or use the Website or Services.
Eligibility. The Website and Services are only available for persons aged 18 years or older. DWC reserves the right, in its sole discretion, to deny you access to the Website or Services, or any portion of the Website or services, without notice and without reason.
Services. DWC owns and operates the Website and provides certain Services through the Website. From time-to-time, DWC will offer eligible participants the opportunity to participate in a minting event of non-fungible tokens (“DWC NFT”) that correspond, point to, embody, represent, or otherwise grant legal title to a certain real-world, physical timepiece (a “Watch”) that can be claimed through the tools available on the Website (each such event a, “Minting Event”). Until such time and unless a DWC NFT is redeemed, and a Watch is claimed, DWC will maintain the Watch in a vault maintained by the storage custodian (“Custodian”) designated, in its sole discretion, and engaged by DWC. For the avoidance of doubt, the then-current owner of a DWC NFT may redeem the DWC NFT for a certain Watch in accordance with the official terms and conditions of the specific Minting Event.
In order to access and use certain features of the Services, including without limitation, minting a DWC NFT and claiming the corresponding Watch, you must connect a compatible, non-custodial, Ethereum blockchain wallet (“Wallet”) with the Website. You understand that any blockchain transactions you initiate through the Website are not effected by DWC but rather directly between you and the relevant smart contract through a third-party blockchain wallet service provider (“Third-Party Wallet Provider”). By using our Services, you agree that such transactions are, in relevant part, governed by the terms of service and privacy policy of the applicable Third-Party Wallet Provider. DWC does not store or have access to or control your Wallet or private keys. You understand that DWC is not capable of performing transactions or transmitting messages on your behalf. Furthermore, all transactions related to or initiated in connection with the Services are effected and recorded solely through your interactions with the Ethereum blockchain, which is not affiliated with DWC.
Transfers. DWC NFTs may not be sold, assigned, hypothecated, pledged, or otherwise transferred to another person, except in accordance with this Agreement. Notwithstanding the foregoing, to the extent DWC enables DWC NFTs to be sold on a designated third-party platform (a “Designated Third-Party Platform”), DWC NFT holders (each a “Seller”) may offer DWC NFTs via a Designated Third-Party Platform. You acknowledge and agree that selling or purchasing a DWC NFT through a Designated Third-Party Platform is a separate transaction between you and the counterparty to that transaction (a “Purchaser”) and will be governed by the terms of the transaction and subject to the terms and conditions of the relevant Designated Third-Party Platform (a “Third-Party Transaction”). You further acknowledge and agree that DWC is not a party to any Third-Party Transaction and has no obligation to facilitate and/or resolve any dispute between you or the Purchaser.
You further acknowledge and agree that if you sell a DWC NFT in a Third-Party Transaction, that you shall assign to the Purchaser, and the Purchaser shall assume by way of novation, your rights, obligations, responsibilities, and duties under this Agreement. If you are a Purchaser, you understand that you must assume the Seller’s rights, obligations, responsibilities, and duties set forth under this Agreement and agree to be bound by the terms and conditions of this Agreement. In the event you did not lawfully purchase, acquire, or otherwise agree to this Agreement, DWC may deny you access to the Website and/or Services, including DWC NFT redemption rights.
Custodial Services. You understand that DWC and/or its designee is and will remain in the constructive possession of the Watch that corresponds to each DWC NFT until and unless such Watch is transferred to the then-current owner of the DWC NFT through a Redemption (as defined below). DWC shall use commercially reasonable efforts to maintain the integrity of each Watch it holds with the Custodian. In the event DWC and/or its designee ceases operations, for any reason, until such time you claim your Watch(es), DWC and/or its designee shall maintain and manage your Watch(es) through the Custodian or otherwise, for a period of time equal to the shorter of: (i) twelve (12) months; and (ii) such period of time as determined necessary or appropriate in accordance with applicable state escheatment and unclaimed property laws as determined by DWC in its sole discretion. Notwithstanding the foregoing, DWC shall not be liable to you for any loss, damage, destruction, or loss of fair market value (collectively, “Loss”) of any Watch, except to the extent that such Loss arises from DWC’s gross negligence or willful misconduct.
Watch Redemption. As a DWC NFT holder, you may request the corresponding Watch to be shipped and delivered to an eligible address through the tools available to you on the Website (a “Redemption”), subject to the Custodian’s rules, requirements, and limitations, which may include the Custodian’s inability to deliver a Watch to your requested location. Prior to processing your Redemption, DWC may require you to verify certain information including, but not limited to, your identity, address, ownership of the relevant DWC NFT, and all other information required by DWC. You understand that once the Watch is transferred to you, the relevant NFT will be burned by DWC and will no longer be eligible for a future Redemption. You understand that in connection with your Redemption, you may be subject to additional fees, including without limitation, any taxes and shipping and handling fees, as determined by DWC in its sole discretion.
Permitted Use Guidelines. By accessing the Website and/or using the Services, you hereby agree to comply with the following guidelines:
You will not use the Website and/or Services for any unlawful purpose;
You will not access the Website or use the Services to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means.
We reserve the right to, in our sole and absolute discretion, to deny you (or any device you control) access to the Website and/or the Services, or any portion thereof, without notice.
Links to Other Sites and Software. The Website contains links to other independent third-party websites, protocols, and software (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under DWC’s control, and DWC is not responsible for and do not endorse the content of such Linked Sites, including any services, products, information, or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. Some of the content served by us will be from merchant sites, and sales through these sites may generate a commission payable to us. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of third-party web sites, including, without limitation, Linked Sites and websites linking to the Website. You should review applicable terms and policies, including privacy and data gathering practices, of third-party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
Assumption of Risk. By agreeing to these Terms and/or using the Services, you accept and acknowledge that DWC will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when interacting with the Ethereum blockchain network (the “Ethereum Network”), however caused. Upgrades to the Ethereum Network or a change in how transactions are confirmed may have unintended, adverse effects on the Services. You acknowledge and agree that DWC is not responsible for any losses due to any forks, technical node issues, or other issues that may result in a loss in connection with the Ethereum Network, as well as any losses you incur as a result of your use of the Ethereum Network, including but not limited to any losses, damages, or claims arising from (i) user error, such as losing, misplacing, or not safely guarding your private key; (ii) server failure or data loss; or (iii) unauthorized access or activities by third parties, including without limitation, the use of viruses, phishing, brute-force entry, or other means of attack against the Ethereum Network.
Intellectual Property. The Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of DWC (collectively referred to as the “Content”). The Content may be owned by us or by third parties, including our other users. The Content is protected under Canadian, United States, and other foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of DWC (“DWC Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of DWC. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the DWC Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the DWC Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
NO WARRANTIES; LIMITATION OF LIABILITY. AS NOTED ABOVE, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE WEBSITE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE WEBSITE AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVERS, OR ITS CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE OR THE CONTENT, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.
NO MATERIAL AVAILABLE THROUGH THE WEBSITE SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY ENTITY. THE WEBSITE PROVIDES NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THE WEBSITE IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY TRANSACTION. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE WEBSITE, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY TRANSACTION WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
Indemnification. You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or misuse of the Content, the Website, and/or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Termination of the Agreement. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.
Binding Arbitration. In the event of a dispute arising under or relating to this Agreement, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the courts in Virginia for purposes of any such action by us.
Miscellaneous. These Terms and any action related thereto will be governed by the laws of the State of Virginia without regard to its conflict of laws provisions. Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the state or federal courts located in the State of Virginia. Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, these Terms of Use, together with our Privacy Policy constitutes the entire agreement between you and us, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and us, with respect to the subject matter hereof. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees.
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