These ChubbyLand NFT Terms of Service constitute a legally binding agreement (this "Agreement") between you and Gonaru.Co.,Ltd. ("Gonaru," "we," "us," or "our") and govern your participation in any ChubbyLand NFT Auction, purchase and use of any ChubbyLand NFT.
By participating in any ChubbyLand NFT Auction, purchasing any ChubbyLand NFT, or displaying any ChubbyLand NFT Art, you expressly acknowledge that you understand this Agreement and accept all of its terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN ANY CHUBBYLAND NFT AUCTION, PURCHASE ANY CHUBBYLAND NFT, OR DISPLAY ANY CHUBBYLAND NFT ART.
"ChubbyLand NFT Art" means any art, graphics, images, videos, designs, logos, taglines, drawings, and all other audiovisual materials, sound, music and text (including, without limitation, fonts) that may be associated with your ChubbyLand NFT, including any images, depictions, renderings.
"ChubbyLand NFT" means any non-fungible token on the Ethereum blockchain that you either successfully provided the highest bid for at a ChubbyLand NFT Auction or otherwise rightfully acquired from a legitimate source, where proof of your acquisition is recorded through and can be traced via smart contracts on the Ethereum blockchain to the original highest bidder in the applicable ChubbyLand NFT Auction.
"ChubbyLand NFT Auction" means the offering by Gonaru of any ChubbyLand NFT first occurring on the OpenSea Auction platform.
"Intellectual Property Rights" means any works of authorship, copyrights, moral rights, trademarks, service marks, trade names, goodwill, trade secrets, know-how, patents, designs, algorithms and other industrial property and proprietary rights and any and all rights in or associated with any of the foregoing (including rights in any registrations, applications, renewals, extensions, continuations, divisions or reissues), recognized in any country or jurisdiction in the world.
Chubby Land NFTs are not investments, and you should not treat them like investments. Chubby Land is an art collectible project and should be treated as such. Chubby Land NFTs are digital collectibles, and could very well be valued at zero dollars in the future. By purchasing any Chubby Land collectibles, you are acknowledging that you understand this.
We make no future promises or guarantees on the future of this project. While our team has hopes for the future of Chubby Land, they are just hopes. The Chubby Land Roadmap is not intended to be a guarantee or promise on its future, and is simply a dream laid out by the creator. It may not happen. When you purchase a Chubby Land, you only get the NFT (non-fungible token). By purchasing any Chubby Land collectibles, you are acknowledging that you understand this.
If you bid on a ChubbyLand NFT in a ChubbyLand NFT Auction, you agree not only to be bound by the terms of this Agreement but by any and all terms of service applicable to the OpenSea platform, which is sponsored by Ozone Networks, Inc. (d/b/a OpenSea) ("OpenSea"). Gonaru is not affiliated with OpenSea nor any other third-party site, product, or service you might access, visit, or use for the purpose of enabling you to participate in a ChubbyLand NFT Auction. We are also not liable for any acts or omissions of OpenSea or any other third party, or for any damages you may suffer as a result of your transactions or any other interaction with them.
You acknowledge and agree that, as between you and Gonaru, Gonaru owns all legal right, title, and interest in and to any and all ChubbyLand NFT Art (including all Intellectual Property Rights therein) (collectively, the "Gonaru Materials"). You acknowledge that the Gonaru Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the ChubbyLand NFT and ChubbyLand NFT Art are limited to those expressly stated in Section 6 of this Agreement. Gonaru reserves all rights and ownership in and to the Gonaru Materials not expressly granted to you in this Agreement.
You acknowledge and agree that, except as expressly set forth in this Agreement to the contrary: (a) your acquisition of a ChubbyLand NFT does not give you any rights or licenses in or to the Gonaru Materials; (b) you do not have the right to modify, reproduce, create derivative works of, distribute, sell, license or otherwise commercialize any elements of the Gonaru Materials; (c) you will not apply for, register, or otherwise use or attempt to use any Gonaru trademarks or service marks, or any confusingly similar marks, anywhere in the world; and (d) you have no right to and shall in no event take any enforcement action (including by, for example, sending DMCA takedown notices) or make any claims based on any Gonaru Materials without Gonaru’s prior written consent in each instance, and Gonaru may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any Gonaru Materials.
(a) Your Licensed Rights. You acknowledge and agree that the ChubbyLand NFTs are made available solely for entertainment purposes, and, subject to your continued compliance with this Agreement, Gonaru grants you a limited, non-exclusive, non-sublicensable, non-transferable (except as permitted in Section 4(b) below), license to display the ChubbyLand NFT Art, solely for your own personal, non-commercial use (the "Licensed Rights"). Your Licensed Rights include the ability to display the ChubbyLand NFT Art as your avatar or profile picture on our Services
(b) Permissible Transfers of Your Licensed Rights. You have the limited right to assign or transfer your Licensed Rights solely in connection with the sale or disposition of your ChubbyLand NFT, provided that: (i) the transferee accepts all of the terms of this Agreement; (ii) you have not, prior to the transfer or assignment, breached this Agreement; and (iii) prior to the transfer or assignment, your Licensed Rights have not been terminated. Any attempted transfer or assignment of your Licensed Rights that do not satisfy the requirements of this Section 4(b) shall be null and void and shall constitute a material breach of this Agreement.
You agree that, without Gonaru’s express prior written consent, you may not, nor permit any third party to, do or attempt to do any of the following: (a) modify any ChubbyLand NFT Art in any way, including by modifying any of the shapes, designs, drawings, attributes, or color schemes; (b) use any ChubbyLand NFT Art to advertise, market, or sell any product or service; (c) use the ChubbyLand NFT Art in any way, or in connection with images, videos, or other forms of media, that violates our Content Policy; (d) sell, distribute for commercial gain (including giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the ChubbyLand NFT Art; (e) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the ChubbyLand NFT Art; or (f) utilize the ChubbyLand NFT Art for your or any third party’s commercial benefit.
To the extent the ChubbyLand NFT Art contains any third-party Intellectual Property Rights (e.g., licensed Intellectual Property Rights from a celebrity, artist, or other public figure), you understand and agree that: (i) you will not have the right to use any third-party Intellectual Property Rights in any way except as incorporated in the ChubbyLand NFT Art, and subject to the license and restrictions contained in this Agreement; (ii) depending on the nature of the license granted from the owner of the third-party Intellectual Property Rights, Gonaru may need to pass through additional restrictions on your ability to use the ChubbyLand NFT Art; and (iii) to the extent that Gonaru notifies you in writing (email sufficing) of any additional restrictions that apply to the ChubbyLand NFT Art due to third-party Intellectual Property Rights, you will comply with those restrictions from the date that you receive notice from us, and your failure to comply with those restrictions will be deemed a breach of this Agreement.
If you sell, trade, donate, give away, transfer, or otherwise dispose of your ChubbyLand NFT for any reason, your Licensed Rights will automatically and immediately terminate, and you will have no further rights in or to the ChubbyLand NFT Art. We will use the Ethereum blockchain’s record for your ChubbyLand NFT to determine whether you no longer possess the applicable ChubbyLand NFT and associated Licensed Rights. We may, but are not obligated to, provide you with notice regarding the revocation of your Licensed Rights. Additionally, the Licensed Rights shall automatically terminate and all rights shall return to Gonaru if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your ChubbyLand NFT; or (c) you disparage or initiate any legal action against Gonaru, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys (collectively, the "Gonaru Parties"). Additionally, if any ChubbyLand NFT Art or any part of the ChubbyLand NFT Art becomes, or in Gonaru’s opinion be likely to become, the subject of a claim of infringement, Gonaru has the right, at Gonaru’s sole option, to (1) procure for you the right to continue using such ChubbyLand NFT Art, (2) replace the ChubbyLand NFT Art so that the ChubbyLand NFT Art becomes noninfringing, or (3) terminate your license to the ChubbyLand NFT Art without further obligation to you.
YOU UNDERSTAND AND ACKNOWLEDGE THAT CHUBBYLAND NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS ARE ON AND ALL TRANSFERS OF CHUBBYLAND NFTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN. Gonaru HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL CHUBBYLAND NFTS AND THE CHUBBYLAND NFT ART ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER CHUBBYLAND OR IMPLIED. TO Gonaru DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CHUBBYLAND NFTS OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, EXTERNAL WEBSITES, CHUBBYLAND NFT ART, OR SECONDARY SALES OF OR ALLEGED SECONDARY MARKETS FOR CHUBBYLAND NFTS), INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY OR RELIABILITY.
IN NO EVENT SHALL ANY OF THE Gonaru PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY TECHNOLOGY OR PARTY RELATED TO ANY OF THE CHUBBYLAND NFTS, CHUBBYLAND NFT ART, AND CHUBBYLAND NFT AUCTIONS, INCLUDING THE ETHEREUM FOUNDATION, THE METAMASK WALLET, AND OPENSEA.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL ANY OF THE Gonaru PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, THE CHUBBYLAND NFTS, THE CHUBBYLAND NFT ART, OR THE CHUBBYLAND NFT AUCTION (EVEN IF THE Gonaru PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE Gonaru PARTIES EXCEED US$100.
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
ChubbyLand NFTs are made available solely for entertainment purposes. You agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your ChubbyLand NFT, and (iii) there is no guarantee that your ChubbyLand NFTs will have or retain any value; (b) the commercial or market value of your ChubbyLand NFT may materially diminish in value as a result of a variety of things, including negative publicity associated with Gonaru; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet" or elsewhere, and the Gonaru Parties expressly disclaim any responsible for these risks; (d) the Gonaru Parties do not make any promises or guarantees about the availability of your or any other ChubbyLand NFTs or ChubbyLand NFT Art or that they will host your or any other ChubbyLand NFTs or ChubbyLand NFT Art at any specific location and/or for any specific period of time; (e) upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including ChubbyLand NFTs; (f) the Gonaru Parties do not make any promises or guarantees related to OpenSea, the MetaMask Wallet, the Ethereum Foundation, the Ethereum blockchain, or any other third parties related to the ChubbyLand NFT Auctions (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties); (g) the risk of losing access to your ChubbyLand NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the ChubbyLand NFTs; (k) the taxes due as a result of, and tax consequences associated with, any of your ChubbyLand NFT-related transactions; and (l) the risk of engaging in any transactions relating to your ChubbyLand NFTs with third parties (e.g., transferring your ChubbyLand NFT from a third party on any so-called "secondary market").
You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the ChubbyLand NFTs; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (iii) none of the Gonaru Parties covenant, represent, or warrant that any ChubbyLand NFT, or its supporting systems or technology, is reliable, current or error-free or otherwise meets your requirements, that defects in the ChubbyLand NFT, or its supporting systems or technology, will be corrected, or that the delivery mechanism for ChubbyLand NFTs will be free of viruses or other harmful components; and (iv) none of the Gonaru Parties will be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any ChubbyLand NFT Auction or the ChubbyLand NFTs.
This Agreement and all matters related to it and/or any ChubbyLand NFTs, ChubbyLand NFT Art, or ChubbyLand NFT Auctions will be governed by the laws of California, without regard to its conflict of laws rules (except to the extent that law is inconsistent with or preempted by federal law). All disputes related to this Agreement or the ChubbyLand NFTs, ChubbyLand NFT Art, or ChubbyLand NFT Auctions will be brought solely in the federal or state courts located in San Francisco, California, and you consent to personal jurisdiction in these courts.
Gonaru may make changes to this Agreement from time to time. When Gonaru makes such changes, we will make the updated Agreement available on this website and update the "Last Updated" date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made, and, by way of example, your continued access to or use of the ChubbyLand NFT Art after the Agreement has been updated will constitute your binding acceptance of the updates.
You cannot participate in any ChubbyLand NFT Auction, purchase or use any ChubbyLand NFT, or display any ChubbyLand NFT Art if you: (a) are not able to form legally binding contracts (for example, if you are under 18 years old); (b) are temporarily or indefinitely suspended from using our Services; or (c) are a person with whom transactions are prohibited under economic or trade sanctions.
You will defend, indemnify, and hold any and all of the Gonaru Parties harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the ChubbyLand NFT and any Licensed Rights and/or your participation in the Gonaru NFT Auction, including: (a) our breach of this Agreement or any third-party terms; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; (c) any allegation that any materials or communications that you submit to us or transmit in the course of any ChubbyLand NFT Auction infringe or otherwise violate the Intellectual Property Rights of any third party; or (d) any other activities in connection with any ChubbyLand NFT Auction or the ChubbyLand NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
You are solely responsible for all taxes and charges (including any VAT, sales, or compensating-use tax or equivalent tax and any taxes on the resale of any ChubbyLand NFT) that apply in connection with any ChubbyLand NFT Auction and any subsequent transaction involving any ChubbyLand NFT. The applicable tax rate will be determined based upon the state, county, or locale. The Gonaru Parties are not responsible for determining the taxes that may apply to any of your transactions.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Throughout this Agreement, the use of the word "including" means "including but not limited to." The obligations in this Agreement that are intended by their terms to survive the expiration or termination of this Agreement shall so survive, including Sections 1-3, and 5-13.