PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE 

These Terms and Conditions (“Terms”) describe the rules governing your use of this site https://dirtyburgerclub.io (“site”), the NFTs and the Artworks, and form a binding agreement between users of the site and Dirty Burger Club Ltd, a company incorporated under the laws of the British Virgin Islands registered under the company number 2109305 and having registered office at 4th Floor, Banco Popular Building, Road Town, Tortola, VG1110, British Virgin Islands(“Company”). 

To contact us, please email info@dirtyburgerclub.io

1. General Information 

BY VISITING OUR SITE AND BY PURCHASING AND/OR SELLING THE NFTS (THROUGH OUR SITE OR ON THE SECONDARY MARKET, AS APPLICABLE) YOU AGREE TO BE BOUND BY THESE TERMS. 

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights. 

You may not use this site, the NFTs, and the Artworks associated with the NFTs for any illegal or unauthorised purpose nor may you, in the use of the NFTs and the Artworks associated with the NFTs, violate any laws in your jurisdiction (including but not limited to copyright laws). 

Any connected services included in this site are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. 

2. Who can access the site? 

Our site is directed to people residing in jurisdictions where the purchase of NFTs is not prohibited. We do not represent that content available on or through our site is appropriate for use or available in your location. 

By agreeing to these Terms, you represent that you are at least 18 years old.

3. Definitions 

The following definitions will be used throughout the Terms: 

“Artwork” refers to a single artwork from the generative collection of five thousand five hundred and fifty five (5,555) artworks stored on IPFS making up the DBC [GENESIS] collection (“DBC”). 

“Wallet” refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Ethereum Network, and (subject to any technological restraint), to manage information (including any form of cryptographic asset) that is attributable to that unique identifier (including, for example, transferring any information). 

“DBC LIST” refers to the group of End Users that hold the right to Mint in the period before the Initial Sale. 

“DBC Licence” refers to the intellectual property licence provided to the Holders, as described in section 7 of these Terms. 

“Holder” refers to the holder of an NFT (for so long as such person continues to hold title to and ownership of such NFT), which shall include the Holder’s lawful permitted successors and assigns. In the event of an Ethereum Persistent Fork creating copies of the NFTs at the same addresses at which they were then held on Ethereum, the scope of the term “Holder” and all licences granted to and other rights of a Holder under these Terms shall be deemed expanded to include each person who lawfully holds title to and ownership of the copies of such NFTs that are included on the Ethereum Persistent Fork. 

“End Users” refers to the users of the site. 

“Ethereum Network” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto. 

“Ethereum Persistent Fork” means an Ethereum network and blockchain generally recognized in the blockchain industry as the mainnet and consensus blockchain of a persistent “contentious hardfork” from Ethereum, provided that such hardfork has or would reasonably be expected to have material and sustainable value independent from Ethereum.

“NFTs” each, an identifiable, non-fungible, non-replicable and transferrable cryptographic asset recorded on the Ethereum Network (having a Uniform Resource Identifier identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable), used as proof of authenticity and proof of ownership over certain rights (as set out in these Terms) vested in the Holders, associated with an instance of an Artwork. 

“Initial Sale” refers to the first sale of NFTs through the site. 

“Intellectual Property” means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, performance rights and know-how. 

“Mint” refers to the successful submission of a request through an eligible Wallet, for the creation of a new block of information on a distributed ledger (the Ethereum Network), to a self-executing software (the Smart Contract), for the purposes of creating a new NFT recorded against the unique identifier of the Wallet from which the request is submitted. 

“Royalties” refers to the amount of fees applied by the Smart Contract to the transfer of NFTs (for value) from a current Holder to a new Holder, which is automatically transferred by the Smart Contract to the Company. 

“Secondary Sale” in respect of each NFT, the subsequent re-sale of the NFTs on the secondary market (whether on or outside of the Marketplace) whereby an NFT is transferred from a current Holder to a new Holder. 

“Smart Contract” the transaction protocol governing the Minting and the transfer of NFTs on the Ethereum Network. 

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

4. What is the site used for? 

This site is for informational purposes and for the purposes of carrying out the Initial Sale of NFTs. 

5. Your Purchase 

Provided you have been included in the DBC LIST, accessing the site during the Initial Sale will provide you with the ability to purchase the right to Mint one or more NFTs. Please note that once deployed we have no control over the Smart Contract, nor over the Gas Fees you would incur when submitting your request to Mint the NFT(s) to the network. 

Payment for the right to Mint is made in ETH (being the cryptographic currency on the Ethereum Network). Therefore, please be aware that transactions in cryptographic currency may be irreversible and that, accordingly, funds paid to an incorrect recipient may not be recoverable. 

Please note that your purchase of the right to Mint is conditional on your ability to meet certain criteria (as set by us in our discretion). The criteria are focused around verifying that your Wallet address is not associated with any illicit or high-risk activity from a money laundering and terrorism financing perspective. Please also note that any personal data (e.g. your wallet address) used for the purposes of running any such assessment is processed in accordance with our privacy policy. 

6. What do you get 

When you successfully purchase and exercise the right to Mint resulting in the NFT being attributed to your Wallet, what you actually purchase is the cryptographic asset recorded on the Ethereum Network, rather than the Artwork that is associated with it, together with the DBC Licence. 

Purchasing the NFTs does not grant you ownership of the Artwork, nor the Intellectual Property over the Artwork or the DBC Materials. 

However, we do believe in Web3 and, therefore, subject to these Terms, we do provide the Holders with an uncapped licence to use the Artworks associated with their NFTs for commercial purposes. 

7. DBC Licence 

Subject to these Terms, and to the conditions set out under section [8] below (“Conditions”), your purchase of an NFT during the Initial Sale comes with a non exclusive, revocable, licence to use the DBC associated with your NFT for commercial purposes, including to create certain derivative works based on such DBC (“Licence”). The Licence is uncapped, meaning that there is no limit to the amount of revenue you may generate using the DBC that is associated with your NFT, for as long as you remain the Holder of that NFT. The Licence allows you to (amongst other things) 

create, sell, and market: (i) physical goods (e.g. apparel) or (ii) tangible or intangible media (e.g., comic books, e-books, video games, film and television productions), each that feature the DBC. 

Importantly, please note that we retain the right to use all Artworks to promote the project and incorporate any DBC (including yours) in future initiatives. Any such initiative will focus on increasing awareness around the project and promoting the overall success of the DBC community. 

The parties acknowledge and agree that in the event of an Ethereum Persistent Fork, the aggregate number of the Collectibles may be increased, which could have an adverse effect on the value of each NFT or the aggregate value of the total NFTs. 

8. Conditions 

The Licence shall be subject to and conditional on the following conditions. 

The Licence shall automatically cease and be deemed revoked as soon you use (or intend to use) the DBC for or in connection with any Illicit Use (as defined below), including any offensive, immoral and/or unlawful purpose or activity, or in a manner capable of bringing our reputation and/or the reputation of our community into disrepute. Therefore, to avoid losing the Licence, refrain from using the DBC in a manner that is libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations (“Illicit Uses”). 

Finally, and importantly, please note that we retain the right to use all DBC to promote the project and incorporate any DBC (including yours) in future initiatives. Any such initiative will focus on increasing awareness around the project, providing Holders with value, and promoting the overall success of the community you are now a part of. 

9. Transfer of NFTs 

All transfers (including the sale) of the NFTs are subject to these Terms, and these Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the Holder transferring the NFT and the new Holder in receipt of such NFT. 

You may transfer and/or sell the NFTs using reputable marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the NFTs, provided that the transfer of the NFTs through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the NFTs.

You shall not transfer the NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the NFTs, including any use intended to circumvent the application of Royalties. 

The DBC Licence transfers together with the NFT. Therefore, if you transfer ownership to a new Holder, you will stop benefitting from the rights granted under the DBC Licence as these would transfer to the new Holder of the NFT being the new subject benefitting from the DBC Licence. You shall immediately cease any use (whether commercial or not) of the Artwork associated with the transferred NFT upon transfer. 

10. What is NOT granted to you under the Licence 

We retain all rights to the DBC logo and all other DBC Intellectual Property (“DBC Materials”). You have a limited right to use such DBC Materials as they are incorporated in the Artwork associated with your NFT, but this is limited to using them only to the extent necessary to reproduce the Artwork, and result in an unaltered reproduction of the DBC Materials. You shall not use the DBC Materials, whether for commercial or non-commercial purposes, for any other purpose. 

11. NFTs are NOT Intended as Investments 

Please be aware that the NFTs are only intended and offered as collectibles, and that the NFTs do not represent an investment, nor do they grant any right to receive financial benefits or to exercise governance or control over the project or the Company. Please note that the NFT market is highly volatile, and that your NFT may lose all value. 

12. What are you responsible for? 

As a Holder, you are solely responsible for the safety of the NFTs that are attributed to your Wallet, including the proper management and safety, including the implementation of relevant security measures, of any Wallet used to store the NFTs. 

As mentioned throughout these Terms, please note that the decentralised nature of distributed ledger technology (such as the Ethereum Network) makes it impossible for us to reverse, cancel, undo or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet. 

You are entirely responsible for any tax liability which may arise out of or in connection with the Mint, use and/or transfer (including the sale) of the NFTs and/or the use (whether commercial or not) of the Artworks associated with your NFTs.

13. Linking to our site 

You may not frame our site on any other site, but you may link to our home page, provided: (a) you do so in a way that is permitted, fair and legal and does not damage our reputation or take advantage of it, and (b) you do not suggest endorsement or association on our part (unless we agreed to it in writing). 

We reserve the right to withdraw the linking permission without notice. 

14. Personal Information 

Any and all personal information will be collected and processed in accordance with our privacy policy. 

15. External links 

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked sites or information you may obtain from them. We have no control over the contents of those sites or resources. 

16. Disclaimer 

You hereby agree that we (and any of our affiliates) shall not be liable or otherwise responsible for any loss, damage or claim (whether under contract or tort law) relating to or resulting from: (a) the decentralised nature of distributed ledger technology and the Ethereum Network; (b) your use of your Wallet and/or any weakness and or defect in the security of your Wallet; (c) any weakness and/or defect in the confidentiality, integrity, availability and/or security of any data, technology, and/or equipment used by you to access and/or store your NFTs; (d) any malicious act carried out by bad actors resulting in your loss of the NFTs; (e) any product, service, or experience designed by third-parties accessible through the use of the NFTs (regardless of whether such offering is offered with or without our permission); (f) any use of the DBC Licence that is not made in accordance with the Terms; and (g) any use of the NFT and/or the DBC Licence contravening these Terms or otherwise exceeding the rights granted to you by us under these Terms. 

We make no representation, and provide no warranties (whether expressed or implied) in relation to any use of the NFTs and the Artworks associated with the NFTs, including the availability of the Artworks and the NFT, particularly where the Artworks and/or the NFTs become unavailable due to a failure of the Ethereum Network, the marketplaces and platforms through which you display the Artworks associated with your NFTs, and/or any other infrastructure on which the NFTs and the Artworks rely on for the proper functioning. 

Our maximum aggregate liability (whether under contract or tort) shall be $250.

17. No Partnership, Joint Venture or Agency 

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency or employment relationship between you and the Company. Nothing in these Terms shall authorise you to make or enter into any commitments or make any representation on our behalf. 

You also confirm that in entering into these Terms you are acting on your own behalf and not for the benefit of any other person. 

18. Governing law and Jurisdiction 

The Terms represent an agreement between you (in your capacity of Holder) and the Company, which shall be governed by, construed, and enforced under the laws of The British Virgin Islands without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of The British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms, their subject matter or formation.