TERMS & CONDITIONS
Last Revised on 15 June 2021
These Terms are entered into between you and Dip Labs, (“Company,” “we,” or “us”). These Terms expressly incorporate any other documents referenced herein and govern your access to and use of this site DipLabs (the “Site”), as well as all content, functionality, and services offered on or through the Site, including the DLNFTs.
Reviewing and Accepting These Terms
This website is only an interface allowing participants to understand the characters, the story that is running and all the other upcoming projects of Dip Labs. This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all understanding and transactions involving Dip Labs.
By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. You have the ability to opt-out of this arbitration clause by sending us notice of your intent to do so within thirty (30) days of your initial agreement to these Terms.
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, Our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the proprietary property of Dip Labs or our affiliates, licensors, or users, as applicable. The Dip Labs logo and any Dip Labs product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Dip Labs or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Dip Labs and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Terms of NFT Sale
All Dip Labs Collectible Cards (DLNFTs) are stored on and accessible through the Ethereum blockchain. As such, We don't maintain the NFTs on this Site, We have no control over the transfer, storage, ownership or maintenance of the NFTs. All our NFTs are listed on https://opensea.io/ . You comply with Opensea marketplace T&C when you make purchase of DLNFT.
If you are the initial purchaser of a DLNFT, you pay the due amount to DipLabs as facilitated by OpenSea. If you are not the initial purchaser of a DLNFT, then amounts may be paid to the-then holder of the DLNFT. You also acknowledge and agree that the Company receives 15% of every subsequent sale of a DLNFT (“Royalty”). For example, if you are the initial purchaser, and you sell a DLNFT for $100 to a subsequent purchaser, $15 will automatically be transferred to the Company and you will receive $85. Company has the right to collect Royalties for DLNFT sales in perpetuity and may use those funds in any manner Company sees fit.
You Own the NFT. Each DLNFT is on the Ethereum blockchain. When you purchase an NFT, you own the collectible card. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any collectible card.
Personal Use. Subject to your continued compliance with these Terms, Dip Labs grants you a worldwide, royalty-free license to use, copy, and display the purchased collectible card and character, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your DLNFT, provided that the marketplace cryptographically verifies each DLNFT owner’s rights to display the DLNFT to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your DLNFT, provided that the website/application cryptographically verifies each DLNFT owner’s rights to display the Art for their DLNFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the DLNFT leaves the website/application.
Commercial Use. Subject to your continued compliance with these Terms, Dip Lab grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the character (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of Dip Army robot generally, provided that the marketplace cryptographically verifies each DLNFT owner’s rights to display the Art for their DLNFT to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of DLNFT generally, provided that the third party website or application cryptographically verifies each DLNFT owner’s rights to display the Art for their DLNFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased DLNFT leaves the website/application; or (iii) earning revenue from any of the foregoing.
Dip Labs reserves the rights to use the characters/ Robots in the DLNFTs for their comics, animated movies, and other forms of physical or digital derivative work/project without having to pay any royalty to the owner of the collectible card(DLNFT.) However, the owner is free to display and use the character/robot in the owned DLNFT to use, copy, and display the purchased DLNFT and the character/robot in the DLNFT.
You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
Please note the following risks in accessing, purchasing, selling or using DLNFTs: The price and liquidity of blockchain assets, including DLNFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect DLNFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of DLNFTs. DLNFTs are not legal tender and are not backed by any government. Transactions in DLNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in DLNFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of DLNFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for DLNFTs, which may result in the potential for permanent and total loss of value of a particular DLNFT should the market for that DLNFT disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding DLNFTs, including the suitability and appropriateness of, and investment strategies for, DLNFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with DLNFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using DLNFTs, however caused.
Also, while solving puzzles you will be redirected to a third party website. By playing the game, you accept the third party service provider’s terms and conditions.
Except As Expressly Provided To The Contrary In A Writing By Dip Labs, The Site And Any Site Content Contained Therein, And Any And All DLNFTs Listed Therein Are Provided On An “As Is” And “As Available” Basis Without Warranties Or Conditions Of Any Kind, Either Express Or Implied. Dip Labs (And Its Suppliers) Make No Warranty That The Site Will (1) Meet Your Requirements; (2) Be Available On An Uninterrupted, Timely, Secure, Or Error-free Basis; Or (3) Be Accurate, Reliable, Complete, Legal, Or Safe.
We Will Not Be Liable For Any Loss Of Any Kind From Any Action Taken Or Taken In Reliance On Material Or Information, Contained On The Site. Dip Labs Does Not Represent Or Warrant That Site Content Is Accurate, Complete, Reliable, Current Or Error-free.
DLNFTs Are Intangible Digital Assets. They Exist Only By Virtue Of The Ownership Record Maintained In The Ethereum Network. Any Transfer Of Title That Might Occur In Any Unique Digital Asset Occurs On The Decentralized Ledger Within The Ethereum Platform. We Do Not Guarantee That Dip Labs Or Any Dip Labs Party Can Effect The Transfer Of Title Or Right In Any DLNFT.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Dip Labs, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Dip Labs Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Site Content, or DLNFTs, (c) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (e) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 8. You agree to promptly notify us of any third party Claims and cooperate with the Dip Labs Parties in defending such Claims. You further agree that the Dip Labs Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US
Survival of Agreement.
This Agreement will survive the termination of your relationship with Dip Labs.
These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site Content and any DLNFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms 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.