Auroboros is the luxury fashion house of the metaverse by merging science and technology to create physical couture and digital-only ready-to-wear. With a utopian premise for the near future, Auroboros seeks to evolve the luxury industry into deeper dimensions - elevating how we imagine, design and effect clothing consumption.
Spotlighted at an early stage by the Sarabande Foundation established by Lee Alexander McQueen, Auroboros is known for its pioneering approach to fashion. Featured by internationally renowned media outlets, including Forbes, Vogue, Business of Fashion, WWD, and The Guardian. Auroboros has received honorable recognition and awards for being at the forefront of innovation, sustainability and immersive design.
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.
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.
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.
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.”
4.1. 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).
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.
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”).
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.
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.
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.
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.
11.1. 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:
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.
In addition to any representations and/or warranties set forth elsewhere in these TOS, you represent and warrant that at all relevant times:
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).
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.
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.
16.1. 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.
17.1. Electronic Communications
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.
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.
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.
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.
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.”
4.1. 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).
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.
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”).
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.
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.
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.
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.
11.1. 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:
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.
In addition to any representations and/or warranties set forth elsewhere in these TOS, you represent and warrant that at all relevant times:
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).
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.
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.
16.1. 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.
17.1. Electronic Communications
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.