Auroboros Vault Terms of Service

Effective Date: November 1, 2021

Welcome to the Auroboros Vault. Please read these Terms of Service (these “TOS”) carefully, as they constitute a legally binding agreement between you (“you”, “your”, or “Buyer”) and Auroboros, Ltd. (“Auroboros”, “we”, “us” or “our”). If you are an agent acting on behalf of a principal,“you” and “your” refer to both principal and agent.

These TOS apply to and govern your use of the website located at (a) (www.auroborosvault.com) (the “Site”) and (b) any other applications (e.g., mobile apps, web applications, etc.), add-ons, tools, services and offerings provided by us that make reference to these TOS (collectively, the “Auroboros Vault”). These TOS apply whether you are accessing the Auroboros Vault via a personal computer, a wireless or mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).

BY USING OR ACCESSING THE AUROBOROS VAULT IN ANY MANNER, YOU AFFIRM, REPRESENT AND WARRANT (A) THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TOS (INCLUDING ANY ADDITIONAL TERMS, POLICIES AND AGREEMENTS SPECIFIED AND/OR REFERENCED BELOW OR OTHERWISE INCORPORATED INTO THESE TOS), (B) THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TOS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND MEET ALL OF THE ELIGIBILITY AND OTHER REQUIREMENTS AND (C) THAT YOUR ACCESS AND USE OF THE AUROBOROS VAULT IS PERMITTED BY, AND SHALL NOT VIOLATE, ANY APPLICABLE LAWS, INCLUDING THOSE IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE TOS, YOU ARE PROHIBITED FROM VISITING, ACCESSING, USING, OR TRANSACTING ON AUROBOROS VAULT.

Our Privacy Policy is hereby incorporated by reference into these TOS and expressly acknowledged and agreed to by you.

All provisions of these TOS which by their nature are intended to continue shall survive termination, including clauses relating to exclusions and limitations of liability, intellectual property restrictions and ongoing use of Your data.

 

Termination of this TOS, suspension of Your Account, or cessation of Your access to the Auroboros Vault shall not affect Auroboros’ accrued rights and liabilities up to the time of such termination, suspension, and/or cessation.

1. Modifications.

We reserve the right to revise these TOS, at any time and from time to time, for any reason in our sole discretion by posting an updated TOS to the Site. We will post or display notices of material changes on the Site and/or notify you upon login about these changes. You waive any right You may have to receive specific notice of such changes or modifications. Notwithstanding the preceding sentences, once we post them on the Site, these changes become effective immediately and, if you use or access the Vault after they become effective, it will signify your agreement to be bound by the changes. It is your responsibility to periodically check for changes to these TOS by clicking the applicable link on the Site and consulting the“Last Updated” date at the bottom of this page, including before bidding, purchasing or otherwise transacting in connection with the Auroboros Vault.

2. Privacy Policy.

We respect your privacy. Our Privacy Policy sets out how we use, process and disclose your personal information. We encourage you to read the Privacy Policy, and to use it to help make informed decisions. You acknowledge you are responsible for keeping your personal information accurate and up to date.

3. Introduction to the Auroboros Vault.

The Auroboros Vault includes an access to the online Vault whereupon you can bid on non-fungible tokens, established on the blockchain using smart contracts (each, an “NFT”) and/or other items (or more than one item grouped as one) of property offered for sale which may, in some cases, be, include, or be accompanied by, an experience (collectively, the “Property”).Property that is made available for sale via the Auroboros Vault will be displayed and described on a listing page (“Listing Page”) containing information about the Property and any additional terms specifically relating to the sale of that Property (“Listing Terms”). In relation to any NFT included in Property that is offered for sale on the Auroboros Vault, the metadata, content, digital asset and/or physical item, if any, to which such NFT relates is referred to as the “Referenced Content.” In a transaction for the purchase of Property where you are or become the buyer of record, you are considered a “Buyer” under these TOS, responsible for the payment of the purchase price in accordance with the Listing Terms (the “Purchase Price”), while the seller of the Property featured on the Listing Page will be considered the “Seller.”

4. Auroboros Vault Accounts.

4.1. Access and Account Registration.

Access to Auroboros Vault is currently by invitation only. An invitee's email address must be whitelisted to sign up in order to receive latest information about Auroboros Vault and receive details on how to sign up for an account.

 

Any invited person (each an “Invitee”) can whitelist their Invitee's email address by paying a Prescribed Fee listed in. When signing up, an invitee must have the Prescribed Amount, or more, in their account for the Invitees to complete the signup process. Once the Invitee has paid the prescribed amount, the Invitee will be whitelisted to the upcoming “Biomimicry Genesis Collection Auction. 

 

Any Invitee  logging in the Visitor's Area must have the Prescribed Amount in their account.  Any Invitee, will be pre registered for an account with us (your “Account”), where you will be asked to create a unique username and password combination (“User Credentials''), and provide certain additional information, as prompted by our user registration process. All registration and account information you submit must be truthful and accurate, and you agree to maintain, keep current and promptly update the accuracy of such information as necessary. You may only have one Account, and we may require you to provide additional information and/or documentation, including as may be required under any laws, rules, regulations, code, or any requirements of a government entity (collectively, “Law”). If you do not provide complete and accurate information and/or documents in response to such a request, we may suspend, terminate, lock or otherwise restrict your Account or refuse to permit you access to or use of the Auroboros Vault.

4.2. Auroboros Vault Account Perks

After successful payment of the Prescribed amount and sign up process, You will automatically be Whitelisted to the upcoming “Biomimicry Genesis Collection” auction and will receive (a) one (1) NFT minted by one of your Partners YellowHeart, LLC (applicable only to the first five hundred (500) invitees who register and pay the prescribed amount), (b) First access information to the upcoming Auroboros Membership and automatic pre registration, as well as to future Auroboros’ NFT drops and feature releases.

In addition to the preceding, if You decide to participate and make a transaction in the Auroboros Vault Auction then the Prescribed amount paid will be deducted from the final price of the Property sold to You.

4.3. Account Security.

Access will be granted to the information provided on the whitelist sign up if anything changes please contact vault@auroboros.co.uk 

You are solely responsible for and agree to maintain at all times adequate security and control of all of your Account upon receiving and your User Credentials (including all details, passwords, numbers and codes that you use to access the Auroboros Vault) and any access to, or use of, the Auroboros Vault by you or any person or entity using your Account. You agree to immediately notify us at vault@auroboros.co.uk of any unauthorized use of your User Credentials or Account, or any other relevant theft, loss, or breach of security. Auroboros shall not be responsible for any unauthorized access to your Account or any loss or damage arising therefrom.

4.4. Account Suspension/Termination.

We reserve the right to deny access, use, and registration privileges to anyone (and to lock, suspend, restrict or terminate an existing Account) at our sole and absolute discretion, including if we believe there is a question about the identity of the person trying to access any Account or element of the Auroboros Vault or if we suspect that the Account has or will be used for any fraudulent, illegal, or other unauthorized purposes. In the event that your Account is terminated, suspended or restricted by us for any reason, you agree that you will not create another Account following the termination, suspension, or restriction of access to your Account (unless expressly directed by us to do so).

5. Smart Contracts & Transactions

 

  1. Smart Contracts

    1. All items offered for sale on the Vault are affixed to a unique, non-fungible cryptographic token (“NFT”). NFTs are minted by Auroboros using smart contracts, tracked and stored on the Ethereum network and configured to facilitate the execution of a purchase or bid to provide a permanent, publicly accessible record of authenticity and ownership (“Smart Contracts”).

    2. Transactions on or in relation to the Vault, including but not limited to transfers, offers, bids, listings, sales, or purchases of NFTs, (“Transactions”) may be initiated though one or more Smart Contracts. By transacting on the Vault and by using the Smart Contracts, You consent to, and accept all automated transfers of NFTs, fees, commissions, and royalties applicable to the sale and purchase of NFTs on the Vault subject to the terms of this Agreement.

    3. All Transactions are irreversible. There are no refunds.

    4. You understand that Your Wallet address will be publicly visible whenever You engage in a Transaction.

 

  1. NFT Sale Formats

    1. NFTs will be offered to for sale via the Vault either for purchase at an advertised list price or via smart contract-enabled auctions.

 

  1. Description of NFT Auction Lot

    1. The description of a NFT auction lot may specify certain information, including the applicable Smart Contract address, the NFT Token ID, the blockchain on which the NFT is stored, the server or network on which the NFT is stored, and the NFT metadata. You are responsible for reviewing and confirming this information before entering into a Transaction.

    2. NFT auction lots are sold “as is.” Auroboros does not provide any guarantee in relation to the nature of a NFT auction lot. The fact that a NFT auction lot may be stored on a blockchain should also not be interpreted as, or deemed to be, any guarantee as to any aspect of the NFT.

  2. Fees

 

We charge purchase fees only when you buy NFTs, or referenced Content. All descriptions of standard fees on the Services represent the standard fees that Auroboros charges to Buyers. The fees charged to Buyers may include certain other charges, including without limitation, royalties, taxes, processing fees and fulfillment fees. In addition, certain fees are meant, on average, to defray certain costs incurred by Auroboros. Auroboros does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing NFTs in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.

 

  1. Transfer of Buyership

    1. If You have successfully bid for a Lot, Auroboros will hold the NFT for You on Your behalf in Your Ledger until such time as you transfer the NFT to Your Wallet. You understand and accept that failure to ensure that Your Wallet can support the Smart Contract (ERC-721 or ERC-1115) for the applicable Transaction may result in an inability to receive, transfer or access Your NFT. If You bid on behalf of an Entity, then the Wallet used to accept the NFT must be owned by such Entity.

    2. For reasons including those pertaining to security and legal compliance, Auroboros reserves the right to approve, disapprove, limit, restrict, and/or block transfers of NFTs to Your Wallet.

 

  1. NFT Transfer of Risk

    1. All risk in and responsibility for the Lot will transfer to You once the NFT is transferred from Your Ledger as per instruction received by Auroboros. The exact time at which risk is transferred may be determined at Auroboros’s discretion, including through observation of the transfer on the Blockchain on which the NFT is stored.

    2. We are not responsible for any uses You make of the NFT or for any future transfers You make of the NFT.

    3. Any and all disclaimers and limitations of liability made by Auroboros under this Agreement shall survive and not be terminated or relinquished due to any subsequent sale, transfer, dispossession, burning, or other relinquishment of the NFT by You. You alone are responsible for providing notice to any subsequent purchasers or Buyers of the NFT of these disclaimers and limitation of liability.

6. Intellectual Property

6.1. Buyership of Auroboros Vault.

You acknowledge and agree that, as between you and Auroboros, Auroboros exclusively owns all legal right, title and interest in and to Auroboros Vault and all materials and content contained therein, including any and all graphics, images, text, files, designs, systems, methods, information, computer code, software, scripts, services, marks and branding, including all intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) related to any of the foregoing (collectively, the“Auroboros Vault Content”). All rights in and to the Auroboros Vault and Auroboros Vault Content not expressly granted to you under these TOS are expressly reserved.

Other product and service names located on the Auroboros Vault may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Auroboros Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks in any manner not expressly permitted by these Terms of Service, including but not limited to uses which would disparage Auroboros or the applicable third-party, Auroboros or a third party’s products or services (including, without limitation, the Auroboros Vault), or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Additionally, you may not use any Trademarks as part of a link to or from the Auroboros Vault without Auroboros’s prior express written consent. All goodwill generated from the use of any Trademark will insure solely to the benefit of Auroboros or the applicable third-party owner thereof. Your violation of these Terms may result in infringement of intellectual property and contractual rights of Auroboros, other Users of the Auroboros Vault, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.

Certain software code provided with, or needed to access or use, the Auroboros Vault may be subject to “open source” or “free software” licenses (“Third Party Code”), a list of which is available on Auroboros’ website and/or in the documentation as necessary. The Third Party Code is not subject to the terms and conditions of these Terms, except for this Section, the disclaimer of warranties and the limitations of liability. Instead, each item of Third Party Code is licensed under the terms of the license that accompanies such Third Party Code. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the Third Party Code, including any rights to copy, modify, or distribute Third Party Code under the applicable license. If Auroboros makes modifications to such Third Party Code and if the applicable license requires that such modifications be made available and Auroboros does not already publish such modifications via the applicable Third Party Code community, then Auroboros will make its modifications available on its website or as otherwise required.

6.2. License to Use the Vault & FeedBack

Auroboros hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Auroboros Vault solely as permitted by the tools, products, services, functionalities and/or features made available to Users of the Auroboros Vault, subject in all respects to these Terms of Service, and not for redistribution of any kind (the “Auroboros Vault License”).

This Auroboros Vault License does not include any (i) resale or commercial use of the Auroboros Vault or any content or data relating thereto, or (ii) any license or other rights in and to third party intellectual property, including without limitation Auroboros’ Creative Works or Content (defined below), which are subject to transactions facilitated by the Auroboros Vault or otherwise provided directly by a third party to you as described below.

“Contents'' means any Creative Works, content, materials, information, text, data, copyrights, trademarks, logos, designs, insignia, images, photos, musical compositions, sound recordings, screenshots, videos, chats, posts, identifying marks, graphics, and other original works of authorship and/or intellectual property that Auroboros uploads onto the Auroboros Vault. Auroboros represents and warrants that it has all the right to grant transactions authorized or approved by Auroboros under the Auroboros Vault as described in this Section without violating any intellectual property, privacy, publicity, or other right of any third party.

6.3. Unsolicited User Feedback.

You may choose to submit comments, bug reports, ideas or other feedback about the Auroboros Vault, including about how to improve the Auroboros Vault (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate, use and improve upon your Feedback for any purpose, without any payment to you.

6.4. NFT/Referenced Content Intellectual Property

Each owner of a NFT (“Collector”) owns a cryptographic token representing the creative Works as a piece of property, but the Collector does not own the underlying creative Works or Works featured in the NFT (“Works”).

  1. Auroboros reserves all exclusive copyright Works featured on the Vault, including but not limited to the right to reproduce, to prepare derivative Works, to display, to perform, and to distribute the Works.

  2. Collectors display their NFTs but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Works, excepting the limited license granted by this Agreement in respect of the Works.

  3. Collectors’ limited license to display the Works or perform the Works in the case of audiovisual Works for personal, non-commercial purposes, includes, but is not limited to, the, right to display or perform the Works privately or publicly:

    1. for the purpose of sharing, promoting, discussing, or commenting on the NFT and the Collector’s purchase or ownership of the NFT including social media platforms, blogs, digital galleries, or other digital media;

    2. on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT to which the Work is affixes; and

    3. within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Works within one or more virtual environments.

  4. You agree that You may not, nor permit any third party, to do or attempt to do any of the foregoing without Auroboros’ express prior written consent in each case:

    1. modify, distort, mutilate, or perform any other modification to the Works which would be prejudicial to original creator’s honor or reputation;

    2. use the Works for any commercial purpose such as advertising, marketing, any third party product or service save as expressly permitted by this Agreement

    3. use the Works in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

    4. incorporate the Works in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by this Agreement;

    5. sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Works;

    6. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Works;

    7. attempt to mint, tokenize, or create an additional cryptographic token representing the same Works, whether on or off of the Vault;

    8. falsify, misrepresent, or conceal the authorship of the Works or the NFT; or

    9. otherwise utilize the Works for the Collector’s or any third party’s commercial benefit.

  5. You agree and acknowledge that the lawful ownership, possession, and title to a NFT is a necessary and sufficient condition precedent to receive the limited license rights to the underlying Works provided by this Agreement. Any subsequent transfer, dispossession, burning, or other relinquishment of ownership of a NFT will immediately terminate the former owner’s rights and interest in the license to use Works as provided by this Agreement.

 

7. Release from Copyright Claims

 

You hereby irrevocably release, acquit, and forever discharge Auroboros and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement in respect of Auroboros’ use of a Works in accordance with this Agreement, including without limitation, Auroboros’ solicitation, encouragement, or request for You or third parties to host the Works for the purpose of operating a distributed database and/or promoting the Vault.

 

8. Digital Millennium Copyright Act - Claims and Procedures

It is Auroboros policy to promptly respond to any claim that Referenced Content infringes on the copyright or other intellectual property, personality, or likeness rights of any person. Upon receiving notice of a relevant claim, Auroboros will use reasonable efforts to investigate such notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and this TOS, including removing or disabling access to Auroboros Materials claimed to be infringing and/or terminating accounts and access to the Vault.

If You are a copyright owner or an agent thereof and believe that any Auroboros Referenced Content or materials on the Vault infringe upon Your copyrights, You may submit a notification pursuant to DMCA by providing us with the information in writing in accordance with 17 U.S.C. § 512.

 

You must submit Your DMCA Take-Down Notices and Counter Notifications to us by email to legal@Auroboros.co.uk, Subject: Auroboros DMCA Takedown Notification

 

Official DMCA Notices must provide all the information described above in order to be effective. If Your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing material.

9. Auroboros Rights to Remove Infringing Content.

Auroboros reserves the right to remove the Referenced Content that allegedly infringes upon another person’s intellectual property rights, thereby restricting access to or visibility of such Referenced Content (including to the extent contained in any or related to Property intended to be sold on the Auroboros Vault) and restricting the prospective Seller’s ability to sell, access, or view such Referenced Content on the Auroboros Vault. You acknowledge that any transaction you conduct involving the purchase and sale of Property is conducted with the knowledge and assumption of the risk that the Property (or Referenced Content relating thereto) may subsequently be removed from the Auroboros Vault as a consequence of a DMCA claim or a violation of these TOS.

10. Third Party Sites.

The Auroboros Vault may include hyperlinks to other websites, products, services, content, promotions or resources (collectively,“Third Party Sites”), which are provided solely as a convenience to you. You acknowledge and agree that we have no control over, and are not responsible for, any Third Party Sites, and that we do not endorse any advertising, products, services or other materials on or made available from any Third Party Sites. Furthermore, you acknowledge and agree that we are not liable, directly or indirectly, for any loss or damage, caused or alleged to be caused, or which may be incurred, as a result of the availability or unavailability of any Third Party Site, including as a result of any use of, or reliance placed by you upon, any Third Party Site or any advertising, promotions, resources, services, content, products or other materials on, or made available from, any Third Party Site (or the completeness or accuracy thereof). If you access any such Third Party Sites, you do so solely at your own risk, and you hereby expressly waive and release Auroboros, its affiliates, and their respective officers, employees, directors, shareholders, parents, subsidiaries, agents, suppliers, and licensors from all liability arising from your use of any such Third Party Site.

 

11. Non-Acceptable Use of the Vault.

11.1. Unlawful Activity.

The Auroboros Vault may not be used in violation of any Law. You may not undertake, engage in, promote or encourage any unlawful activity, or any action(s) which would violate, or assist in violation of, any Law (including any contract, license, intellectual property right, right of privacy, right of publicity, or any other right of another user or a third party) or which would involve proceeds of any unlawful, inappropriate, or unauthorized activity. We expressly reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates, or is suspected of violating, this Section or any other part of the TOS, including, without limitation, by reporting such individual or entity to law enforcement authorities. You acknowledge, consent and agree that we may access, preserve and disclose your User Credentials, Account and registration information, and any other information relating to you or your use of the Auroboros Vault if required to do so by Law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with the legal process; (b) enforce this Section or the TOS; (c) respond to claims that any content, information or conduct violates the rights of any third party; and/or (d) protect the rights, facilities, networks, systems, property or safety of any Auroboros’ Entity. You acknowledge the possibility that certain operations or activities performed by a user of the Auroboros Vault may be permitted by a smart contract while nevertheless violating this Section, the TOS, or Law, and you expressly agree not to engage in any such operations or activities (or to assist others in engaging in same).

11.2. Manipulative Market Activity.

You may not, and may not assist others to (a) transact (including via bid or modification of any relevant smart contracts), whether on or off of the Auroboros Vault, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price any Property; (b) engage in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of or simulate demand for an item of Property or any Referenced Content, or in any other anticompetitive bidding or related conduct; (c) bid on your (or their) own listed or offered Property; or engage in any other deceptive or manipulative trading activities. You agree to report any suspicious market activity, or other suspected breach of this Section or the TOS, of other users by emailing us at legal@Auroboros.co.uk.

11.3. Other Prohibited Use of the Auroboros Vault.

Without limiting the generality of the preceding sections, you may not, and may not allow any third party to, in connection with your use of the Auroboros Vault or in relation to any Referenced Content made available thereon:

  1. take any action or engage in, or assist others in engaging in, any activity (including any attack, hack, “Sybil attack”, denial-of-service or “DoS” attack, “griefing attack”, interference, exploit, any similar measure) that could damage, disable, disrupt, interfere with, impair, or overburden the functionality (i) of the Auroboros Vault (or any networks, operations, systems or property owned or controlled by any Sotheby’s Entities or any third party) in any way or (ii) any smart contract;

  2. engage in, or assist others in engaging in, the theft or other unauthorized access to or transfer of Property, funds, Auroboros Vault Referenced Content or any information of or relating to users of the Auroboros Vault;

  3. solicit or share, or otherwise use the Auroboros Vault to obtain or disseminate, personal information of any individuals other than yourself (including telephone number, street address, last name, email address, etc.);

  4. develop, distribute or deploy viruses, worms, bugs, defects, time bombs, cancelbots, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or that may damage the operation of the another person’s computer or otherwise interfere with the Auroboros Vault (all of the foregoing, "Malicious Code");

  5. use any robot, spider, scraper, crawler, script, site search/retrieval application or browser extension, offline reader, or other device or automated means to retrieve, extract or index any portion of the Auroboros Vault, the Auroboros Vault Content, the User Content or any other information or content within the Auroboros Vault;

  6. impersonate another person (including via the use of a misleading email address, avatar or username) or to use or attempt to use another user’s User Credentials or Account without authorization;

  7. intentionally provide false, inaccurate or misleading information (including placing any misleading bids) to us or other users of the Auroboros Vault;

  8. inhibit, interfere with, disrupt or otherwise negatively affect another individual’s or entity’s access to or use of the Auroboros Vault or otherwise to defame, abuse, extort, harass, stalk, or threaten other users;

  9. access, use or otherwise exploit the Auroboros Vault for any unauthorized commercial purpose (including for the purpose of creating a business, product or service, conducting marketing or fundraising, administering contests or sweepstakes, etc.);

  10. collect information from the Auroboros Vault about others, including email addresses, for any unauthorized purpose or without proper consent;

  11. transmit, or otherwise facilitate or encourage the transmission of, junk mail, chain letters, spam, bulk mass mailing, “spam”, phishing or other e-mail/USENET abuse;

  12. engage in any "username squatting" (i.e., the practice of reserving usernames for future use), reservation of any Account or username for future use, or any attempts to buy, sell, or otherwise solicit any form of payment in exchange for a username;

  13. use data obtained from the Auroboros Vault to contact individuals or entities outside of the Auroboros Vault for any purpose;

  14. modify, adapt, translate, or reverse engineer any portion of the Auroboros Vault (or to attempt to do any of the foregoing);

  15. alter, conceal or remove any copyright, trademark, service mark or other proprietary rights notices contained in or on the Auroboros Vault or any part of it;

  16. reformat or frame any portion of the Auroboros Vault;

  17. create user Accounts by automated means or under false or fraudulent pretenses;

  18. take any action intending to circumvent (i) any limitations of the Auroboros Vault (e.g., user permissions, content-filtering techniques we employ, etc.), or any instructions to users of the Auroboros Vault or measures implemented by us to prevent or limit the conduct of any particular activity on, or the access to any particular aspect of, the Auroboros Vault or (ii) any industry, legal, or regulatory requirements relating to financial activities (e.g., licensing or registration requirements, or creating, listing or buying securities, options, debt instruments, commodities, real estate, etc.); or

  19. use or access the Auroboros Vault (i) from a country sanctioned by the government of the UK; or (ii) for the purpose of concealing economic activity, laundering money, or financing terrorism.

12. Liability.

12.1. Auroboros Vault Provided “As Is” and “As Available”.

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE Vault CONTENT, AUROBOROS Vault, AND THE PROPERTY, NFTs, REFERENCED CONTENT AND OTHER CONTENT CONTAINED OR LISTED THEREIN ARE PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

12.2.Disclaimers.

AUROBOROS AND EACH OF ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, SHAREHOLDERS, CONSULTANTS, PARTNERS, CONTRACTORS, CONTENT PROVIDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “AUROBOROS ENTITIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE AVAILABILITY OR QUALITY OF ANY NFT, TITLE AND NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE AUROBOROS ENTITIES MAKE NO REPRESENTATION OR WARRANTY (A) THAT THE AUROBOROS VAULT OR ANY CONTENT OR INFORMATION DISPLAYED ON OR MADE AVAILABLE ON OR THROUGH THE AUROBOROS VAULT, INCLUDING ANY AUROBOROS VAULT CONTENT, PROPERTY (INCLUDING ANY NFTS AND REFERENCED CONTENT), LISTING PAGES, CONDITION REPORTS, OR ANY OTHER CONTENT OR INFORMATION DISPLAYED ON OR THROUGH THE AUROBOROS VAULT: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) ARE OR WILL BE FREE OF MALICIOUS CODE (AS DEFINED IN THIS TOS) OR (IV) WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, LEGAL, OR SAFE; (B) AS TO THE VALUE OR TITLE OF PROPERTY; OR (C) IN RELATION TO THE CONTENT OF ANY THIRD PARTY SITES OR SERVICES LINKED TO OR INTEGRATED WITH THE AUROBOROS VAULT.

12.3. Liability.

TO THE EXTENT PERMITTED BY LAW, NO AUROBOROS ENTITY WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING FROM OR RELATING TO THESE TOS, THE AUROBOROS VAULT, THE VAULT CONTENT, OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. NO AUROBOROS ENTITY WILL BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO ANY (A) USE OF, OR ANY ACTION TAKEN IN RELIANCE ON, CONTENT OR INFORMATION DISPLAYED ON OR MADE AVAILABLE ON OR THROUGH THE AUROBOROS VAULT; (B) ERRORS, MISTAKES, OR INACCURACIES OF SUCH CONTENT OR INFORMATION; (C) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE AUROBOROS VAULT OR YOUR CONSUMPTION OR USE OF ANY PROPERTY; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR DATA RELATING TO ANY USERS OF THE AUROBOROS VAULT; (E) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE AUROBOROS VAULT; (F) ANY MALICIOUS CODE (AS DEFINED IN THIS TOS) WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE; (G) YOUR PARTICIPATION IN OR THE OUTCOME OF A TRANSACTION EFFECTUATED BY THE AUROBOROS VAULT; (H) BLOCKCHAINS (INCLUDING AS RELATED TO ERRORS ON ANY SPECIFIC BLOCKCHAIN NETWORK, FORKS, SERVER FAILURE, TECHNICAL NODE ISSUES, DATA LOSS, CORRUPTED WALLET FILES, ETC.) OR THE USE OF ANY ELECTRONIC WALLET (OR ANY VULNERABILITY FAILURE, OR ABNORMAL BEHAVIOR OF ANY SOFTWARE RELATING THERETO); (I) ACTIONS OF ANY THIRD PARTIES INCLUDING ANY AUROBOROS VAULT PROVIDERS; OR (J) OTHER USER’S VIOLATION OF THESE TOS.

  2. WITHOUT LIMITING THE FOREGOING, THE TOTAL LIABILITY OF ALL AUROBOROS ENTITIES FOR ANY CLAIMS ARISING UNDER THESE TOS SHALL BE LIMITED TO THE GREATER OF (A) ONE HUNDRED POUNDS (100.00) OR (B) THE AMOUNT RECEIVED BY AUROBOROS FROM THE SALE OF THE PROPERTY THAT IS THE SUBJECT OF THE RELEVANT CLAIM.

  3. Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by Law.

13. Buyer’s Representations and Warranties.

In addition to any representations and/or warranties set forth elsewhere in these TOS, you represent and warrant that at all relevant times:

  1. your bids on any Property are genuine and are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with any applicable antitrust laws;

  2. neither your performance under these TOS, nor your purchase or receipt of Property in accordance with the terms herein, has violated or will violate any applicable Law;

  3. your purchase of Property and, if you are acting as an agent on behalf of a principal, the arrangement between you and your principal, will not facilitate tax crimes;

  4. you have no knowledge or reason to suspect that (i) the funds used to purchase Property are connected with the proceeds of criminal activity, or (ii) you or your principal, if applicable (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), are under investigation, charged with, or convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity, tax evasion or act in violation of any anti-bribery or anti-corruption law (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act);

  5. you (and your principal, if applicable) are not, nor are you (or your principal, if applicable) owned, controlled, or acting on behalf of, an entity or individual that is: (i) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those administered and enforced by the United States, European Union, United Kingdom, United Nations Security Council, or other applicable sanctions authority (collectively, “Sanctions”), or (ii) located, organized, or resident in a country or territory that is the subject of Sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (collectively, “Sanctioned Jurisdictions”);

  6. you (and your principal, if applicable) are currently in compliance, and for the past five (5) years have complied, with applicable Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws;

  7. payment of the Purchase Price will not be funded directly or indirectly by or from anyone that is the subject of Sanctions or located, organized, or resident in a Sanctioned Jurisdiction;

  8. no party directly or indirectly involved in the purchase will be the subject of Sanctions, nor owned or controlled by any individual or entity that is the subject of Sanctions or otherwise located, organized, or resident in a Sanctioned Jurisdiction, unless expressly authorized in writing by the government authority having jurisdiction over the purchase and with the prior express written consent of Auroboros;

  9. if you are acting as agent on behalf of a principal, you have taken steps reasonably designed to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws, including but not limited to, conducting appropriate due diligence on your principal and screening source of funds. You will retain and make available upon request the documentation evidencing such due diligence for at least five (5) years after the purchase, and all commissions payable to you for this consignment have been authorized by your principal;

  10. your purchase will not cause (or otherwise result in) us, Sellers, or anyone else to violate any Sanctions, anti-money laundering, anti-terrorism, or anti-bribery or anti-corruption law;

  11. you are of legal age, in the jurisdiction in which you reside, to enter into a binding contract (and in any event are older than thirteen (13) years of age); and

  12. have full legal authority without any further action or other party’s consent to enter into and perform this agreement and to give these representations and warranties; if you are an entity, the individual bidding on your behalf is authorized to do so and the entity is duly incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed.

14. Acknowledgement and Acceptance of Risk.

14.1. Inherent Risks of Smart Contracts and Blockchain Technology.

Where the purchase of Property in a given transaction involves assets and activities memorialized on the blockchain, certain related activities (which may extend to, in relation to the Auroboros Vault, purchases, sales, listings, bids, transfers and other functionalities) utilize experimental smart contract and blockchain technology. You represent and warrant that you are knowledgeable, experienced and sophisticated in using blockchain technology and that you acknowledge, understand and are willing to accept the risks associated with related technological and cryptographic systems such as blockchains, NFTs, smart contracts, consensus algorithms, cryptocurrencies, decentralized or peer-to-peer networks and systems. You further acknowledge and agree that such technological and cryptographic systems may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the protocol rules of the blockchain (i.e.,“forks”), hardware, software and/or Internet connectivity failures, unauthorized third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell Property. You accept the inherent security risks of providing information and conducting business over the Internet, and acknowledge that Auroboros assumes no liability or responsibility for any such failures, risks, or uncertainties, nor for any communication failures, disruptions, errors, distortions or delays you may experience when using the Auroboros Vault or the Property, however so caused.

You acknowledge and agree that our staff are not information technology or data experts. You acknowledge that the Auroboros Vault is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Auroboros Vault. This warning and others provided in these TOS by Auroboros shall in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Auroboros Vault. The Auroboros Vault may experience or be the target of sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Auroboros Vault.

14.2. Acknowledgement of the Volatility of the Valuation of Blockchain Assets.

You acknowledge and agree that the prices of blockchain assets (including NFTs) are extremely volatile and unpredictable, that such assets may have no or little inherent or intrinsic value and that fluctuations in the price or markets of those or other digital assets could materially and adversely affect the value of Property purchased on the Auroboros Vault (which may itself be subject to significant price volatility).

  1. We do not make any representations of any kind that the value of any Property (including any NFTs which may be included therein) bought or sold on the Auroboros Vault will retain the value of its original purchase price or attain any future value. You acknowledge that the value and/or utility of an NFT can be based on both subjective factors and market forces (e.g., the market(s) for cryptocurrencies, the issuance of new regulations, etc.), and any fluctuations in value of Property are outside of the control of Auroboros or the Auroboros Vault.

14.3 Risks and Limitations of the Auroboros Vault.

You accept and acknowledge that (a) we do and will rely on third-party Vaults in the operation of the Auroboros Vault and for support in the facilitation of transactions, the recording of any transfer of title to Property in the decentralized ledger within the blockchain, the processing of payments, user administration and account services, and other assistance, tasks and support relating to the operation and administration of the Auroboros Vault (collectively, “Vault Providers”); (b) the Auroboros Vault may suffer if we are unable to maintain a good relationship with such Auroboros Vault Providers (e.g., if such Auroboros Vault Providers change their terms and conditions or pricing, if we violate or are unable to comply with the terms and conditions applicable to such Auroboros Vaults, or if any of such Auroboros Vaults lose market share, fall out of favor or are unavailable for a prolonged period of time); (c) the applicable regulatory landscape governing blockchain technologies, cryptocurrencies, NFTs and other digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Auroboros Vault and the value or utility (or both) of Property, as well as interfere with our ability to operate or improve upon the Auroboros Vault (or your ability to access or use the Auroboros Vault or applicable smart contracts); (d) a lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Auroboros Vault, and therefore the potential utility or value of Property; and (e) there are risks associated with purchasing user-generated content (including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable), that Property may be encumbered by actual or possible copyright or trademark claims, and that we make no representations or warranties as to the quality, origin, legitimacy, authenticity, identity or ownership of any the of Property in the Auroboros Vault or any of the Referenced Content related thereto.

14.4. No Implicit Endorsements.

You acknowledge that reference on the Auroboros Vault to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us, and that we do not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties (including Third Party Sites).

14.5. Acknowledgement of Responsibilities for Transaction Outcomes.

You acknowledge and agree that use of the Auroboros Vault, including the creating, buying or selling of digital assets, may carry financial risk, and that the risk of loss may be substantial. All transaction decisions are made solely by you. Transactions carried out through the Auroboros Vault are irreversible, final and there are no refunds. By using the Auroboros Vault, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You acknowledge and assume the risk of initiating, interacting with and participating in transactions via the Auroboros Vault, in whatever means effectuated thereby, and take full responsibility and liability for the outcome of any transaction you initiate (regardless of whether the smart contracts, the Auroboros Vault, other market participants or other users behave as expected or intended) and all other aspects of your use of and access to the Auroboros Vault. Under no circumstances will the operation of all or any portion of the Auroboros Vault be deemed to create a relationship that includes the provision or tendering of investment advice.

15. Taxes

 

You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with Your use of the Platform (including, without limitation, any taxes that may become payable as the result of Your ownership, transfer, purchase, sale, or creation of any NFT).

 

You are responsible for withholding, filing, and reporting all taxes duties and other governmental assessments associated with Your activity in connection with the use of the Platform.

 

16. Indemnification and Release.

16.1. General Indemnification.

To the fullest extent permitted under applicable law, you agree to indemnify, defend and hold harmless the Auroboros Entities from and against any and all claims, causes of action, costs, proceedings, demands, obligations, losses, liabilities, penalties, damages, awards, judgments, interest, fees, and expenses (including reasonable attorneys’ fees and legal, court, settlement, and other related costs) of any kind or nature, in law or equity, whether in tort, contract or otherwise, arising out of or relating to, any actual or alleged (a) breach of these TOS; (b) inaccuracy or incompleteness of any Account information, or other information provided or submitted by you in connection with your use of the Auroboros Vault; (c) use or misuse of the Auroboros Vault, Auroboros Vault Content or Property; or (d) violation of the rights of a third party; in each of (a) - (d), whether by you, a co-conspirator, or anyone using your Account. You agree to promptly notify Auroboros of any third party claims covered under the foregoing indemnification obligation and agree that Auroboros shall have control of the defense or settlement of any such third party claims. If Auroboros assumes the defense of such a matter, you will reasonably cooperate with Auroboros in such defense. You hereby release, acquit, and forever discharge the Auroboros Entities from any damages, suits, or controversies or causes of action resulting from a sale of any of your listed Property occurring after the your breach of these TOS; or arising out of another Auroboros Vault user’s violation of these TOS. THE FOREGOING INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN YOU AND AUROBOROS.

17. Miscellaneous Terms

17.1. Electronic Communications

  1. When You use our Auroboros Vault, or send emails to us, You are communicating with us electronically.

  2. You agree that we may communicate with You electronically. Such electronic communications may consist of e-mail, notices posted on our Auroboros Vault, "push" mobile notification, and other communications.

  3. You agree that all agreements, notices, disclosures, and other communications we send to You electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

17.2. Reporting of Violations.

You agree that you will report any violations of these TOS to legal@Auroboros.co.uk. You agree to keep confidential all private correspondence with any members of the Auroboros team pertaining to another Auroboros Vault user’s alleged violation of these TOS or other inquiries about these TOS or Auroboros policies.

17.3. Severability of Terms.

If any provision, term or clause of these TOS is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.

17.4. Termination of these TOS.

Notwithstanding anything to the contrary set forth in these TOS, we may terminate these TOS, cancel any transaction, terminate or suspend your access to all or any part of the Auroboros Vault at any time, and/or block or prevent future access to and use of the Auroboros Vault, in each case with or without cause, with or without notice and without attendant liability, effective immediately. Upon any termination, all rights and obligations of the parties hereunder shall cease and you shall immediately cease using the Auroboros Vault, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these TOS shall survive and (b) the provisions of these TOS that by their nature are intended to survive termination will survive. For the avoidance of doubt, if we terminate these TOS or suspend or terminate your access to or use of the Auroboros Vault due to your breach of these TOS or any suspected fraudulent, abusive, or illegal activity, then termination of these TOS will be in addition to any other remedies we may have at law or in equity. You acknowledge and agree that, upon any termination or expiration of these TOS, we will have no obligation to maintain any User Content or any other information relating to your use of the Auroboros Vault in our databases or to forward any such information to you or to any third party.

17.5. Assignment.

These TOS, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you.

17.6. Law and Jurisdiction.

This Agreement will be governed by and construed under the laws of the British Virgin Islands, without giving effect to any conflict of laws, rules or provisions. You agree that any action of whatever nature arising from or relating to this Agreement, the Auroboros Vault, or our Products will be filed only in the courts of the British Virgin Islands. You consent and submit to the personal jurisdiction of such courts for any such action.

17.6. No Waiver.

Our failure to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision, and no act, omission or delay by us will be deemed a waiver or release of any of our rights hereunder.

17.7. Further Inquiries.

If You have any questions or notices of violation of this Agreement, please send an email to legal@auroboros.co.uk

17.8. No Third Party Beneficiaries.

Except as otherwise expressly provided herein, these TOS 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.

17.9. Interpretation.

The section titles in these TOS are for convenience only and have no legal or contractual effect. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive.

17.10. Conflicts.

These TOS are subject to any supplemental, and superseded by any conflicting, terms and conditions included in any applicable Listing Terms.

IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS, PLEASE DO NOT ACCESS OR USE THE AUROBOROS VAULT IN ANY MANNER.