NiftyVille Exotic Car NFT Sale and Lamborghini* Auction Terms and Conditions – Last Updated: 06 January 2021
VOID WHERE PROHIBITED.
PLEASE READ CAREFULLY.
* Lamborghini and Lamborghini Huracan are intellectual property owned by Automobili Lamborghini S.p.A., a sole shareholder company part of Audi Group. No aspect of this agreement, the sale or auction described below, or any promotional or other information related to the sale or auction should be construed to suggest or imply any endorsement of or participation by Automobili Lamborghini S.p.A. in the auction or in any aspect of the NiftyVille gaming ecosystem. NiftyVille and the “Exotic Car NFTs” are the intellectual property of Onessus Blockchain Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware. No aspect of this agreement, the sale or auction described below, or any promotional or other information related to the auction should be construed to suggest or imply any relationship between Automobili Lamborghini S.p.A. and Onessus Blockchain Systems, LLC. In addition, the OpenSea NFT marketplace (“OpenSea”) and OpenSea are the intellectual property of Ozone Networks, Inc., a company incorporated and operating under the laws of the State of California d/b/a OpenSea. No aspect of this agreement, the sale or auction described below, or any promotional or other information related to the auction should be construed to suggest or imply any relationship between Ozone Networks, Inc. and Onessus Blockchain Systems, LLC.
Please read these Terms and Conditions for the NiftyVille Exotic Car NFT Sale and Lamborghini Auction carefully before participating in the auction. They contain the terms under which Onessus Blockchain Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware, (“Onessus,” “we,” “our,” or “us”) contract with you, the buyers and bidders (as the context requires “you” or “your”) of Onessus’ NiftyVille Exotic Car NFTs in the NiftyVille Exotic Car NFT Sale (“sale”) and Lamborghini Auction (“auction”). The Terms and Conditions constitute a legally binding agreement between Onessus Blockchain Systems, LLC and you as a participant in the sale and auction.
Onessus reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms. It is your sole responsibility to review the Terms from time to time ahead of the sale and auction to view such changes and to ensure that you understand the Terms and Conditions that apply when you participate in the sale and auction.
1 CONDITIONS OF SALE
By purchasing NFTs and using them in the bidding process in the auction, you agree to be bound by these Terms and Conditions for the sale and auction as modified by any additional conditions, notices, or terms published on OpenSea. The auction will be conducted through the purchase of NiftyVille Exotic Car Non-Fungible Tokens (“NFTs”) through the OpenSea NFT marketplace as the method of bidding as described below. An NFT is a unit of data on the blockchain representing a digital file in existence prior to the moment of sale and specifically refers to the NiftyVille Exotic Car NFTs offered for sale under this agreement. Please review these Terms and Conditions and all information on the sale and auction site carefully before bidding.
2 ONESSUS AS SELLER AND CONTRACT OF SALE
Onessus owns the NiftyVille Exotic Car NFTs and the Lamborghini Huracan Spyder, described below, and acts in its capacity as a seller, through this auction, of its own property. Onessus is not an auctioneer, does not hold an auction license, and does not hold itself out as an auctioneer.
3 DESCRIPTIONS AND CONDITION
The NiftyVille Exotic Car NFTs, described below, available for purchase on the “drop” date of January 29th, 2022 at 12pm EST of the main sale or during the 24-hour private sale period starting on January 28th, 2022 at 12pm EST for NiftyVille Exotic Whitelist Pass holders, described below, through OpenSea are in-game assets for use in the NiftyVille gaming ecosystem according to the terms of NiftyVille, which are available at https://niftyville.net/. A timer on the NiftyVille website will note the precise start and end time of the private sale. These NFTs have been minted by Onessus for the purposes noted in this agreement. These NFTs are also the mechanism of bidding on the Lamborghini Huracan Spyder, described below. The Lamborghini (“Lamborghini”) being auctioned is a used, Rear-Wheel Drive, 2017 Lamborghin Huracan Spyder LP580-2S with the Vehicle Identification Number (VIN): ZHWUR2ZF9HLA08239. The color of the Lamborghini is white and the odometer reads approximately 7,000 miles driven. ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE WAIVED THROUGH THIS AGREEMENT. The winning bidder is responsible for observing all laws related to ownership and use of such a vehicle in her or his jurisdiction, including, but not limited to registration and tag fees, taxes, driver’s license, auto insurance, et cetera. The conditions necessary for the winner to take possession of the Lamborghini are described below. Alternatively, the auction winner may select a payment of $200,000.00 USD (Two Hundred Thousand US Dollars) or the equivalent in Bitcoin (“BTC”), Ether (“ETH”), Tether (“USDT”) or WAXP (“WAXPP”) at the then-current Coinbase exchange rate. You acknowledge and agree that if you are the winning bidder and select BTC, ETH, USDT, or WAXP for your payout, the exchange rate will be fixed and calculated using the Coinbase exchange rate between BTC, ETH, USDT, or WAXPP and the US Dollar (“USD”) at the time of payout. The auction winner is responsible for all taxes, shipping, delivery, insurance, and any other applicable fees as described below.
Private Sale NFTs:
The NiftyVille Exotic Car NFTs will be available in the numbers and colors indicated below in the private sale to Exotic Whitelist Pass holders described in Sections 5 (Five) and Six (6) below. The NiftyVille Exotic Car NFTs offered for claim or purchase, as noted below, to Exotic Whitelist Pass holders during the private sale are:
- 125 (One Hundred and Twenty-Five) Black NiftyVille Exotic Car NFTs. The first 100 (One Hundred) of these NFTs may be claimed for “gas” fees by the Exotic Whitelist Pass holders, who may only claim one (1) of these NFTs as part of the Exotic Whitelist Pass package. The remaining 25 will be for sale during the private sale period.
- 100 (One Hundred) Red NiftyVille Exotic Car NFTs. These NFTs will be available for purchase by Exotic Whitelist Pass holders during the private sale.
- 100 (One Hundred) out of a total of 200 (Two Hundred) Blue NiftyVille Exotic Car NFTs. One Hundred (100) of these NFTs will be available for purchase by Exotic Whitelist Pass holders during the private sale. The remaining 100 (One Hundred) will be available for purchase in the main sale.
- 75 (Seventy-Five) White NiftyVille Exotic Car NFTs will be available for purchase by Exotic Whitelist Pass holders in the private sale.
A total of 400 (Four Hundred) NiftyVille Exotic Car NFTs will be available for claim or purchase by Exotic Whitelist Pass holders during the private sale. Any NFT that is not claimed or purchased during the private sale will be available for purchase during the main sale as described below.
Main Sale NFTs:
In addition to any NiftyVille Exotic Car NFTs that remain unclaimed or unsold in the private sale, the following NiftyVille Exotic Car NFTs will be available for purchase in the numbers and colors indicated below to any participant in the main sale as described in Section 6 (Six) below. The NiftyVille Exotic Car NFTs available for purchase by any participant, including Exotic Whitelist Pass holders, are:
- 100 (One Hundred) out of a total of 200 (Two Hundred) Blue NiftyVille Exotic Car NFTs. One Hundred (100) of these NFTs will be available for purchase by Exotic Whitelist Pass holders during the private sale. The remaining 100 (One Hundred) will be available for purchase by all participants in the main sale.
- 250 (Two Hundred and Fifty) Gray NiftyVille Exotic Car NFTs. These NFTs will be available for purchase by all participants in the main sale.
- 249 (Two Hundred and Forty-Nine) Orange NiftyVille Exotic Car NFTs. These NFTs will be available for purchase by all participants in the main sale.
At least 599 (Five Hundred and Ninety-Nine) and up to 999 (Nine Hundred and Ninety-Nine), depending on the results of the private sale, NiftyVille Exotic Car NFTs will be available for purchase by all participants in the main sale.
Please note that all dimensions included in the descriptions of the NFTs are approximate. Photographs and illustrations are for identification purposes only and cannot be used as precise indications of size or condition. We make every effort to display the colors of the NFTs in the auction as accurately as possible. The colors you see will, however, depend on the resolution of your monitor or of your mobile device. We cannot guarantee that your monitor’s or your mobile device’s display of any color will accurately reflect the color of the item delivered. Through your participation in the NFT sale and auction, you agree that each NFT and the Lamborghini are sold “as is” and in the condition that they are in at the time of the sale and auction. Prospective buyers acknowledge that they are familiar with NFT purchases on OpenSea, trading in ETH, and understand the mechanism for this auction. Prospective buyers and bidders may make additional inquiries regarding the NFTs and Lamborghini offered for sale by contacting Onessus via email at: firstname.lastname@example.org
4 PARTICIPATING IN THE SALE AND AUCTION
You can participate in the sale and auction using the OpenSea marketplace and your own Ethereum wallet connected to the OpenSea marketplace under OpenSea’s terms and conditions. Onessus will only accept bids from physical persons. Unless we agree otherwise in writing, any bid placed by a physical person will be considered a bid placed on behalf of that person as principal. That person will be fully responsible for any such payment due because of that bid and payment must be made by that person.
Technical Requirements and Issues
Participants in the sale and auction must adhere to the technical requirements of the OpenSea marketplace. Onessus is not responsible for any technical problems that occur during the sale and auction, including, for example, broadband and other internet capacity constraints, corporate firewalls, errors in the quality or display of digital images, errors in software, malfunctioning wallets, and other technical problems. Onessus does not accept liability for any such difficulties or errors.
Minimum Age and Account Requirements
You must be at least 18 years old or the age of majority in your jurisdiction for participation in binding sales and auctions to participate in this sale and auction. You must also have an active OpenSea account, connected to your preferred Ethereum wallet in order to participate, as the sale of NFTs will occur on the OpenSea Marketplace. If you do not have an existing OpenSea account, you can create one at: https://opensea.io/.
Additional Legal Requirements
By participating in the sale and auction, you also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws). Without limiting the foregoing, by participation in the sale and auction, you also represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government sanction; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you are participating in the sale and auction from outside the United States, you are solely responsible for ensuring that your participation in such country, territory, or jurisdiction does not violate any applicable laws.
5 EXOTIC WHITELIST PASS HOLDERS
The purchasers of the 100 (One Hundred) Exotic Whitelist Passes (“Exotic Whitelist Pass holders”) will be eligible to claim one (1) NiftyVille Exotic Car NFT out of the 125 (one hundred and twenty-five) Black NiftyVille Exotic Car NFTs per Exotic Whitelist Pass purchased and are required to pay the then-current Ethereum “gas” fees during the 24-hour private sale period directly prior to the main sale “drop” at the date and time noted above. In addition, all Exotic Whitelist Pass holders have the option to purchase up to three (3) additional NiftyVille Exotic Car NFTs during the private sale period at full price. An individual person may have purchased more than one (1) Exotic Whitelist Pass. Both the NiftyVille Exotic Car NFT that may be claimed for “gas” fees and the three or fewer NiftyVille Exotic Car NFTs available for purchase at full price by NiftyVille Exotic Whitelist Pass holders during the private sale count towards those participants’ final bids in the auction, with the exception of any Exotic Whitelist Pass holder who is an employee of Onessus or its affiliates. Employees of Onessus and its affiliates are not eligible to win the auction or participate in the sale beyond the exercise of their options to claim one (1) NiftyVille Exotic Car NFT by paying “gas” fees and purchase up to three (3) more NiftyVille Exotic Car NFTs during the private sale provided they hold Exotic Whitelist Passes. Five (5) Onessus employees are NiftyVIlle Exotic Whitelist Pass holders. They each hold one (1) Exotic Whitelist Pass. Should all Whitelist Pass holders, including Onessus employees, exercise their options to each claim the initial NiftyVille Exotic Car NFT and purchase three additional NiftyVille Exotic Car NFTs, the pool of NiftyVille Exotic Car NFTs available for the main sale on OpenSea will be reduced to 599 (Five Hundred and Ninety-Nine), which is 999 (Nine Hundred and Ninety-Nine) minus the total number of 400 (Four Hundred) private sale Exotic Car NFTs available for claim (up to 100 (One Hundred) NiftyVille Exotic Car NFTs or purchase (up to 300 (Three Hundred) NiftyVille Exotic Car NFTs for additional purchase). Participants in the main sale will be able to determine the number of NFTs that have been acquired in the private sale by noting the Ethereum wallet balances of other participants in the sale.
6 BIDDING IN THE AUCTION
Exotic Whitelist Pass holders can participate in the private sale auction by exercising the option to claim one (1) NiftyVille Exotic Car NFT for the cost of the then-current Ethereum “gas” fees and by exercising the right to purchase up to three (3) additional NiftyVille Exotic Car NFTs during the private sale period. Both Exotic Whitelist Pass holders and Non-Exotic Whitelist Pass holders can participate in the auction through the main sale “drop” on OpenSea starting at 12pm EST on January 29th, 2022 or through secondary purchases between NFT holders prior to the end of the auction. Only the total number of NiftyVille Exotic Car NFTs contained in your connected Ethereum wallet at the end of the sale represents your bid. A total of 999 (Nine Hundred and Ninety-Nine) NiftyVille Exotic Car NFTs will be available for purchase using ETH with the price set in ETH just prior to the private sale period and will be approximately valued at $400.00 USD (Four Hundred US Dollars) apiece, depending on the then-current Coinbase exchange rate between USD and ETH. The sale and the auction begin at the start of the private sale period during which 400 (Four Hundred) NiftyVille Exotic Car NFTs will be made available to Exotic Whitelist Pass holders on OpenSea 24 (Twenty-Four) hours prior to the main sale “drop” date and time mentioned above. Any NiftyVille Exotic Car NFTs remaining unclaimed or unsold during the private sale period will be made available for sale during the sale period immediately following. Therefore, 599 (Five Hundred and Ninety-Nine) NiftyVille Exotic Car NFTs plus any of the unclaimed or unsold NiftyVille Exotic Car NFTs from the private sale period will be available during the main sale period. The participant with the most NiftyVille Exotic Car NFTs in her or his Ethereum wallet seven (7) calendar days after the sale of the 999th (Nine Hundred and Ninety-Ninth) NiftyVille Exotic Car NFT is concluded will win the auction and receive a unique Onessus Non-Fungible Token, which may be exchanged after the conclusion of the auction for the Lamborghini or alternatively for $200,000 USD (Two Hundred Thousand US Dollars) or the equivalent at then-current Coinbase exchange rates in BTC, ETH, USDT, or WAXP. The claim or sale of all 999 (Nine Hundred and Ninety-Nine) NiftyVille Exotic Car NFTs on OpenSea is a condition precedent to the close of the auction and awarding the Lamborghini or its USD, BTC, ETH, USDT, or WAXP alternatives. If any of the 999 (Nine Hundred and Ninety-Nine) NiftyVille Exotic Car NFTs do not sell or are not claimed through OpenSea, Onessus may exercise its option to cancel the auction. Should the auction be canceled under the conditions noted above, the Lamborghini or alternatives in USD, BTC, ETH, USDT, or WAXP will not be awarded. Onessus is not responsible for any errors you make in bidding or for any legal restrictions in your jurisdiction that prevent you from participating in the sale or auction, or taking possession of the Lamborghini, USD, BTC, ETH, USDT, or WAXP should you win the auction. It is your responsibility to ensure that participation in this sale and auction, including taking possession of the Lamborghini, USD, BTC, ETH, USDT, or WAXP cryptocurrencies, are legal acts in your jurisdiction prior to your participation in the sale and auction.
You must place your bid according to the method described above. No other method of participating in the auction will be considered valid. By participating in the sale and auction, you accept personal liability to pay all applicable charges and taxes, including shipping, insurance, and delivery costs should you select the Lamborghini; or taxes and transfer fees should you select an alternative payout in USD; or taxes and transfer or exchange (“gas”) fees should you select a payout in BTC, ETH, USDT, or WAXP cryptocurrencies. Onessus will not be held liable or assume any responsibility for legal restrictions in your jurisdiction that may prohibit your participation in the sale and auction or taking possession of the Lamborghini, USD, BTC, ETH, USDT, or WAXP should you win the auction. By participating in the auction, you also represent and warrant that any bids you place, whether on your behalf or on behalf of others, are not the product of any collusive or other anti-competitive agreement and are not unlawful or otherwise inconsistent with federal and state antitrust or other applicable law.
A contract for sale of either the Lamborghini, or alternatively USD or BTC, ETH, USDT, or WAXP is formed between Onessus and the highest bidder at the time the auction closes. The winning bidder will be notified and contacted by email after the sale and auction has closed and will receive a unique Onessus NFT that may be exchanged for the Lamborghini, or alternatively USD, BTC, ETH, USDT, or WAXP. Employees of Onessus, except as noted in Section 5 above regarding Exotic Whitelist Pass holders, or its affiliates, subsidiaries, advertising or promotion agencies are not eligible, nor are members of these employees’ families (defined as parents, children, siblings, spouse, and life partners) or people living in the same household with such employees/persons. At the close of the sale, which occurs the moment the 999th (Nine Hundred and Ninety-Ninth) NiftyVille Exotic Car NFT is sold on OpenSea, a period of seven (7) calendar days will commence during which secondary sales between participants may occur. The participant with the highest number of NiftyVille Exotic Car NFTs in her or his Ethereum wallet at the end of the seven-day period will be the winner of the auction, unless special circumstances require Onessus to exercise its discretion. Onessus also reserves the right to substitute $200,000.00 USD (Two Hundred Thousand US Dollars) or the equivalent in BTC, ETH or WAXP cryptocurrency, at the then-current Coinbase exchange rate, in place of the Lamborghini or vice versa to comply with applicable laws.
7 CONDUCT OF THE SALE AND AUCTION
Onessus may take such actions as it reasonably considers appropriate to ensure the auction runs smoothly in accordance with legal obligations. Such actions may include but are not limited to: (a) reopen or continue the bidding even after the close of the sale and auction; (b) refuse to recognize a winner in case of illegal or unethical conduct; or (c) in the case of an error or dispute, whether during or after the auction, Onessus may continue the bidding, determine the successful bidder, or cancel the sale and auction. If you believe that an error has occurred affecting the outcome of the auction, you must provide a written notice detailing your claim within three (3) business days of the date of the end of the auction. The notice must be sent to email@example.com. Onessus will consider whether such claim is made in good faith. Onessus will make a final decision within a reasonable time in light of any claim(s) received and, in our discretion, make any changes deemed necessary to the outcome of the auction. Onessus’ exercise of discretion in such a case is final. This paragraph does not in any way prejudice Onessus’ ability to cancel the sale or auction under any provision of these Terms and Conditions, including any other rights of cancellation set forth in OpenSea’s terms and conditions, this agreement, or under applicable law. Onessus has no liability to buyers or bidders for any such actions which it may take during the sale and auction. If any dispute arises after the sale and auction, OpenSea’s sale record at the end of the sale period and the wallet snapshot conducted by Onessus at the end of the auction period are conclusive.
8 PURCHASE AND PAYMENT
If you are the successful bidder, you agree to pay any applicable sales or other taxes as well as any shipping or delivery fees and any transfer, exchange, or regulatory fees related to your taking possession of the Lamborghini, USD, BTC, ETH, USDT, or WAXP as noted above. Sales tax, use tax, excise and any other applicable taxes are payable by you in accordance with applicable law. All prices, fees, charges and expenses set out in these Terms and Conditions for the sale and auction are quoted exclusive of applicable taxes. Export or import licenses are the sole responsibility of the winning bidder.
Payment for the NFTs must be made in ETH, according to OpenSea’s payment policies. Title for the Lamborghini, USD, BTC, ETH, USDT, or WAXP will not pass to the winning bidder until Onessus has verified that the winning bidder’s Ethereum wallet contains the highest number of NFTs and in accordance with applicable law. Onessus is not obliged to release the Lamborghini, USD, BTC, ETH, USDT, or WAXP to you until all applicable conditions have been met. The winning bidder is required to provide the following information in order to receive the property won in the auction: (a) full name, nationality and date of birth; (b) a copy of a government issued photo ID (e.g. passport, national ID card); and (c) proof of permanent residential address dated within the last 3 months (e.g. bank or credit card statement, utility bill, tax authority letter) unless such information already appears on the photo ID; (d) a valid credit card in your name; and (e) a valid Ethereum wallet address.
9 CRYPTOCURRENCY PAYMENT AND BUYER WARRANTIES
As noted above, Onessus will only accept payment in the cryptocurrency Ether (ETH) for the NFTs through the OpenSea platform. However, Onessus will not be responsible for any payment network latency or other delay that affects when your NFT purchase is completed. The buyer’s payment for the NFTs, and any other associated fees, such as network “gas” fees (required to successfully complete the transaction on the Ethereum Blockchain) or fees charged by OpenSea, must be transferred by the buyer from the buyer’s digital Ethereum wallet at the time of purchase. You warrant that the cryptocurrency and other assets in your digital Ethereum wallet or account used to make the payment: (a) were not sourced from a sanctioned person or person located in a sanctioned jurisdiction; (b) do not breach any sanctions, anti-money laundering, anti-terrorism, anti-bribery or anti-corruption laws; and (c) are not otherwise illegal or obtained in breach of any other applicable laws. Any payment made by you in ETH will be made from an Ethereum wallet to which you have title. Onessus will have no liability for any payment made that is unsuccessfully transmitted to Onessus through the OpenSea platform due to a failure of the NFT Ethereum wallet system or a failure of OpenSea’s payment mechanism, and you will bear all responsibility in confirming that any such payment has reached Onessus. Once you initiate an ETH transaction, the transaction cannot be reversed; this is inherent in the nature of the Ethereum network and not a policy set by us. You are responsible for verifying that you have input the correct Ethereum wallet address into the recipient field and the correct ETH amount into the amount field in your digital Ethereum wallet software. You acknowledge and agree that the value of an NFT is subjective. You also acknowledge and agree that the price of Ether, as with other cryptocurrencies, can be volatile and subject to upward and downward movements and that the conversion rate may change during the course of the sale and auction to the time of payment, and that Onessus will not offer a currency converter for any form of cryptocurrency at any time and that you are responsible for such conversion at all times during the sale and auction. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.The conversion rate for payouts to the winning bidder will be set by Coinbase at the time of payment. There are risks associated with the use of internet-based currency such as Ether, including but not limited to, the risk of hardware, software and internet connection issues, latency in the network, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Ethereum wallet. You accept and acknowledge that Onessus will not be responsible for any communication failures, disruptions, errors, distortions or delays, however caused, that you may experience when participating in the sale and auction.
Should any NFT sale be canceled at Onessus’ or OpenSea’s discretion or by action of law or should the auction be canceled at Onessus’ discretion or by action of law, Onessus bears no responsibility for any difference in the value of ETH paid at the time of purchase and the current exchange rate. In no case will refunds, if required by law or according to OpenSea’s terms and conditions, include interest payments or other additional amounts unless required by law or under OpenSea’s terms and conditions.
10 COLLECTION AND SHIPPING
Onessus will not release the Lamborghini or the alternative USD, BTC, ETH, USDT, or WAXP to the winning bidder until all charges due at the time of purchase to Onessus or OpenSea have been paid, including any charges payable pursuant to these Terms and Conditions for the sale and auction, and you have satisfied such other terms as we in our sole discretion shall require, including completing any anti-money laundering or anti-terrorism financing checks. As soon as all the foregoing conditions have been met, the winning bidder should contact Onessus at: firstname.lastname@example.org to arrange for collection of the property won at auction. The winning bidder must arrange for collection within 60 (sixty) days of the date of the close of the sale and auction. Shipping, insurance, delivery, and any transfer, exchange, conversion, or network “gas” fees as well as all applicable taxes or regulatory fees are entirely the winning bidder’s responsibility, and we will not be liable for acts or omissions of third party packers, shippers, exchanges, or transfer services. Third party shippers should contact us by email at: email@example.com at least 48 hours in advance of collection in order to schedule pickup. Alternatively, the winning bidder who selects the Lamborghini may, at her or his own expense, use the shipping services of Excell Auto Group in Florida, where the Lamborghini is currently stored. Onessus will require presentation of government-issued identification prior to release of the Lamborghini, USD, BTC, ETH, USDT, or WAXP to you or your authorized representative.
A winning bidder who elects to receive USD, BTC, ETH, USDT, or WAXP in lieu of the Lamborghini must comply with the applicable terms noted in this agreement and must also provide bank account details or a valid cryptocurrency wallet address, capable of receiving and storing the cryptocurrency selected out of the options noted above, in order for Onessus to transfer the amount to her or his account or wallet. Onessus is not liable for the provision of incorrect bank details or an incorrect wallet address or any other issue regarding the account or wallet denominated as correct by the winning bidder.
The winning bidder must sign a memorandum of sale prior to collecting the item won confirming her or his identity, the provisions of this terms and conditions agreement, and warranteeing that the cryptocurrency and other assets in your digital Ethereum wallet or account used to make the payment: (a) were not sourced from a sanctioned person or person located in a sanctioned jurisdiction; (b) do not breach any sanctions, anti-money laundering, anti-terrorism, anti-bribery or anti-corruption laws, and (c) are not otherwise illegal or obtained in breach of any other applicable laws. The winning bidder also warrants through the memorandum that they are aware of and will comply with all applicable laws regarding participation in the sale and auction and the receipt of the item won. The auction winner may not claim the item won until the memorandum has been executed. In addition, as permitted by law, the auction winner’s name and likeness may be used without compensation to promote NiftyVille.
11 FAILURE TO COLLECT THE ITEM WON AT AUCTION
Failure to collect the Lamborghini, USD, BTC, ETH, USDT, or WAXP within sixty (60) days after the close of the auction may result in forfeiture of the property under applicable law.
12 EXPORT, IMPORT LICENSES AND PERMITS OR TRANSFER RESTRICTIONS
Before bidding on any property, you are advised to make your own enquiries as to whether a license is required to export a Lamborghini from the United States or to import it into another country or to ascertain whether your country imposes any restrictions on transfers of USD or ETH. Accordingly, prior to bidding, if you are considering exporting or importing the Lamborghini or transferring the USD or ETH alternative into another country, you are responsible for familiarizing yourself with relevant export and import regulations of the countries concerned. You are solely responsible for complying with these laws and obtaining any necessary export, import licenses, or permits, as well as complying with any currency or cryptocurrency transaction regulations.
14 LIMITATION OF LIABILITY
(a) The maximum amount of any liability of Onessus to the buyers or bidders in connection with this sale and auction will be limited to the purchase price of the NFTs the buyer has obtained in the private sale or main sale (“drop”) on OpenSea. Onessus will not be liable for any secondary sales or any issues relating to secondary sales during the course of this sale and auction; (b) Onessus is not liable for any errors or omissions, whether orally or in writing, in information provided to prospective buyers or bidders by Onessus or OpenSea; nor does Onessus accept responsibility to any buyer or bidder in respect of acts or omissions, whether negligent or otherwise, by Onessus or OpenSea in connection with the conduct of the sale or auction or for any other matter relating to the sale of any lot; (c) Onessus will not be liable to the buyer for any loss or damage beyond the refund of the purchase price referred to in subparagraph (a) above, whether such loss or damage is characterized as direct, indirect, special, incidental or consequential, or for the payment of interest on the purchase price; (d) By participation in the sale and auction, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Onessus, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise, including, but not limited to, damages to property or personal injury, illness, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not.
(a) These Terms and Conditions, except as otherwise noted, set out the entire agreement between Onessus and buyers and bidders in the sale and auction and supersede all prior and contemporaneous written, oral or implied understandings, representations and agreements. (b) Notices to Onessus must be in writing and addressed to the Legal Department, Onessus Blockchain Systems, LLC, 8 The Green, Suite #4105, Dover, DE 19901, USA. (c) These Terms and Conditions for the sale and auction are binding on buyers and bidders are not transferable by them to any other person, including their successors, assigns or representatives. (d) If any of these Terms and Conditions is found to be void, invalid or unenforceable for any reason, the remaining provisions will remain in full force and effect. No failure or delay by Onessus to exercise any right or remedy under these Terms and Conditions will act as a waiver or release of that right or remedy in whole or in part.
16 APPLICABLE LAW AND DISPUTE RESOLUTION
You agree to arbitrate any disputes arising under these Terms and Conditions or your participation in the sale and auction. YOU AGREE THAT YOU MAY BRING CONSUMER CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a Consumer Claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular Consumer Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section 16, then only that Commercial Claim (or only that request for relief) may be brought in court. All other Consumer Claims (or requests for relief) will remain subject to this Section 16. Delaware law governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If you intend to seek arbitration of a dispute, you must provide Onessus with notice of such intent in writing at least 14 (Fourteen) days prior to filing an arbitration. This notice of dispute to us must be sent to the following address: Legal Department, Onessus Blockchain Systems, LLC, 8 The Green, Suite #4105, Dover, DE 19901, USA. The arbitration will be binding and governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA Rules. Either party may submit a claim under this agreement as long as such claim is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Any claims between us, whether subject to arbitration or not, will be governed by Delaware law, excluding Delaware’s conflict of laws rules, except to the extent that Delaware law is contrary to or preempted by federal law. If a claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in the U.S. District Court for the District of Delaware or a state court located in Kent County, Delaware, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
17 ADDITIONAL LIABILITY DISCLAIMER
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL ONESSUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) ERRORS SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED ETHEREUM WALLET FILES; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF NFTs OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY; AND (E) IN NO EVENT WILL THE AGGREGATE LIABILITY OF ONESSUS WHETHER IN CONTRACT, WARRANTY, TORT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR OWNERSHIP OF NFTs, EXCEED THE AMOUNT YOU PAY TO ONESSUS FOR THE NFT.