Texture Punx Terms of Use

Texture Punx is a collection of ten thousand digital artworks (the “NFTs”) secured by the Ethereum network. Each NFT is minted by a smart contract deployed to the Ethereum blockchain.

These terms are a legally binding agreement between Sayache Inc (“Sayache”), a Panama Foundation, (“we” or “us”), and any lawful owner of a Texture Punx NFT (“you” or “owner”) (the “Terms”). Sayache offers this platform and all information, tools, and services available from this platform to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

When you purchase the NFT, you own the underlying Texture Punx (the “Art”). Except for the Texture Punx we own, we have no right or ability to freeze, seize, or burn any Texture Punx NFT. Once a Texture Punx is purchased by you, there is no ability to undo, reverse, or restore any transactions.

By agreeing to these Terms, you acknowledge that you understand the unique risks associated with holding, using, and trading digital assets such as NFTs.

TEXTURE PUNX LICENSING

Ownership. When you purchase the NFT, you own the underlying Texture Punx. Your ownership is recorded by the transaction on the Texture Punx smart contract. Your ownership will not be modified by us at any time in any universe.

Permitted Uses. Sayache grants you a worldwide, royalty-free license to use, copy, and display in any form the purchased Art exclusively for the following purposes:

1. personal non-commercial use;
2. commercial use which allows for the use, copy, and display of the purchased Texture Punx NFT for the purposes of creating unrestricted and unlimited derivative works based upon the Art which allow for the earning of revenue;
3. as part of a marketplace that permits the purchase and sale of your Texture Punx NFT; or
4. as part of a third party website or application, centralized or decentralized, that allows for the display or participation of your Texture Punx, only if the website or application cryptographically verify each Texture Punx owner’s rights to display the Art for their Texture Punx to ensure that only the actual owner can display the Art.

Marketplace Sales. Your use, copy, and display of the Art on a marketplace that allows for the purchase and sale of your Texture Punx NFT are permitted only if the marketplace cryptographically verifies each owner’s rights display sell the Texture Punx NFT in order to ensure that it is being displayed and sold by the actual lawful owner.

License Term. The license term is the duration during which you hold, according to the data recorded on the Texture Punx smart contract, the Texture Punx NFT (the “License Term”). The license is intended to be broad to allow you to publicly display and use the Art. The license covers all forms of media and commercial uses, both digital and non-digital.

Termination of License. Your license is immediately and automatically terminated upon your blockchain-based transfer of your Texture Punx NFT to another owner as recorded on the Texture Punx smart contract. You must immediately discontinue any use of your Texture Punx Art as a trademark and any trademark or registration which you hold in connection with the license shall no longer be valid or shall be transferred to the new owner in writing in compliance with applicable law.

Sayache Right to Display. You grant Sayache the irrevocable, exclusive and royalty-free, sublicensable license to publicly display and use in any manner your Texture Punx Art in conjunction with other Texture Punx NFTs for the purpose of exhibiting the entire Texture Punx collection and for the purpose of promoting the Texture Punx project.

Restrictions.

1. All rights not expressly granted are reserved by us.
2. Any application to register a trademark of your Texture Punx Art must occur during the License Term. The application must be based only upon your actual use in commerce of the Texture Punx Art and not on an “intent to use” basis.
3. If during the license term you create and provide to the public a work using your Texture Punx art, you can continue to use the published work in accordance with the terms and will be responsible for any claims, damages, obligations or liabilities arising from your continued use of the publicly available work after the expiration of the license.
4. Purchasers may not use the Texture Punx Art in a manner that expresses hate or encourages violence towards a person or group based on protected classes.

Purchaser Representations and Warranties. You represent and warrant that: (i) you are not a child or robot and have the legal capacity to enter into these Terms, (i) you will act in accordance to these Terms in any use or display of your Texture Punx NFT, (iii) you will comply with all applicable laws and acknowledge that you understand the law surrounding NFTs may change and that NFTs may become restrictively regulated products in your jurisdiction, and (v) you acknowledge and understand that dealing in digital assets such as NFTs can incur a risk of financial loss.

You represent and warrant that you have no expectation of profit derived from the purchase of the Art and that you acknowledge and understand that Sayache will not take any actions, either directly or indirectly, intended to increase the financial value of the Art of any associated product derived from the Texture Punx NFT, including third-party products.

Sayache Warranty Disclaimers.

1. We will not take any actions to promote or increase the value of Texture Punx NFTs.
2. We are not responsible for any claim arising out of the use or display of the Texture Punx Art offered by any third party or for the acts or omissions of any third party.
3. We are not responsible for any loss of any kind and are not liable to any purchaser of any of Texture Punx NFT including, but not limited to: (i) loss due to errors relating to wallet addresses, (ii) loss due to forgotten passwords or lost private keys and or (ii) loss due to technical errors on the blockchain or software or hardware issues.

Notice of Arbitration and Class Action Waiver.

You waive the right to participate in class-action or class-wide arbitration.You agree and understand that any controversy, claim, or dispute arising out of or relating to terms of this agreement shall be settled solely and exclusively by binding arbitration held in the Marshall Islands and conducted in English, rather than in court, pursuant to the Arbitration Act 1980 [30 MIRC Ch 3]. You agree that this arbitration provision applies not just to disputes with Sayache but also to disputes with any other party named or added as a co-defendant along with Sayache at any time during a court action. Any such co-defendant or defendant is a third-party beneficiary entitled to enforce this arbitration provision. Each side agrees to bear its own attorney’s fees, costs, and expenses.

You agree to keep any arbitration strictly confidential.

Governing Law and Forum Choice. All actions arising out of the terms of this agreement or relating to the terms of this agreement shall be governed by the laws of the Marshall Islands.

Disputes. We have no obligation to intervene in any capacity in any dispute, including internet trolling or Twitter arguments about the future of NFTs, which may arise between Texture Punx owners regardless of the basis of the cause of action in any worldwide jurisdiction.

Risks Related to NFTs Generally. Different jurisdictions may treat NFTs differently, and the cross-border nature of the blockchain and of NFTs may make them subject to the laws of various jurisdictions. You must always make sure that any use you make of any NFT is compliant with all applicable laws.

In the absence of regulatory clarity, there is a risk that the NFTs may be viewed as a security, financial instrument, specified investment, or other regulated instruments. In any such event, the NFTs may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the applicable registration requirements of the applicable Laws. These restrictions may limit the transferability, value and liquidity of the NFTs. Texture Punx does not intend or undertake to register the NFTs for trading on any securities exchange.

Risk of Loss. Any third party gaining access to your digital wallet can extract your NFT, and you may not be able to identify or find such parties. Never provide any person with your wallet’s private keys or backup phrases.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SAYACHE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SAYACHE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Sayache and you regarding the use of the platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Sayache and you regarding the platform and its services. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.