deadheads.io 

(“Deadheads”)

Terms and Conditions

Last updated: August 13, 2021

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

  1. Deadheads is a collection of digital collectibles, or non-fungible tokens
    (each, an “NFT”, and in plurality, the “NFTs” or the “Art”) running on the Ethereum network. This website at https://deadheads.io/ (the “Website”) is only an interface allowing participants to exchange digital collectibles. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. There is no ability to undo, reverse, or restore any transactions.
  2. This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this Website, you are accepting sole responsibility for any and all transactions involving the NFTs.

Interpretation


  1. The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions


  1. For the purposes of these Terms and Conditions:


Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.


Art means any individual Deadhead non-fungible token.


Country refers to: Canada


Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Saratoga Artificial Intelligence Art House Inc., c/o Parr Business Law, 101-1965 West 4th Ave., Vancouver, BC V6J 1M8.


Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.


Goods refer to the items offered for sale on the Service.


License has the meaning set out in Section 10 of this Agreement.


Service refers to the Website.


Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.


Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.


Website refers to Deadheads NFT, accessible from https://deadheads.io/


You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

  1. These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
  2. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
  3. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
  4. You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.




Intellectual Property

You Own the NFT and the Company Owns the Branding and the Right to Commercialize and Display the Art

  1. Each Deadhead is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the underlying Deadhead completely. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any Deadhead.
  2. Your NFT may contain Deadheads branding, trademark and other intellectual property owned and created by the Company (the “Branding”). This underlying Branding remains wholly owned exclusively by the Company and such Branding is not transferred or sold to any NFT purchaser.

The Company grants you a worldwide, non-exclusive, royalty-free license to use, copy, and display the purchased NFT, along with any extensions that you choose to create or use, solely for the following purposes: 

  1. for your own personal, non-commercial use; 
  2. for the purposes of creating derivative works based upon the Art such as using the Art to produce and sell merchandising products (T-Shirts etc.) displaying copies of the Art;
  3. as part of a marketplace, third-party website or application (each, a “Platform”) that permits the inclusion, involvement, participation, purchase and/or sale of your Deadhead / NFT, provided that the Platform cryptographically verifies each Deadhead owner’s rights to display the Art for their Deadhead to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Deadhead / NFT leaves the Platform;

provided that you do not make use of the Art for any illicit or illegal purpose. 

(the “License”)

  1. Except for the license granted above, the Company and its affiliates retain all right, title, and interest in and to the Branding and is at all times permitted to make use of the Art of all Deadheads for the following purposes:
  1. for the purposes of creating derivative works for commercial and non-commercial purposes based upon the Art such as using the Art to produce and sell merchandising products (e.g., and without limitation, the use of the Art in creative works such as films, television series, animated productions, clothing and any other merchandising activity) which display or represent copies of the Art;
  2. as part of a Platform that permits the inclusion, involvement, participation, purchase and/or sale of your Deadhead / NFT, provided that the Platform cryptographically verifies each Deadhead owner’s rights to display the Art for their Deadhead to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Deadhead / NFT leaves the Platform.  


Links to Other Websites

  1. Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
  2. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
  3. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

  1. We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
  2. Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

  1. Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 CAD if You haven't purchased anything through the Service.
  2. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
  3. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
  4. Neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
  5. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

  1. The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, provincial, national, or international laws.

Dispute Resolution

  1. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

  1. If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

Severability and Waiver

Severability


  1. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver


  1. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Changes to These Terms and Conditions

  1. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
  2. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: info@gmilabs.io