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These Terms of Use (“Terms”) describe the rules governing your use of this site https://www.creepz.co/ or https://www.overlord.xyz, https://www.overlord.rocks (“sites”), the NFTs and the Creepz (both terms, as defined below). These Terms form a binding agreement between us, [CREEPZ LTD a company incorporated under the laws of England & Wales registered under the company number 14165390 and having registered office at Royalty House 72-74, Dean Street, London, England, W1D 3SG] (referred to in these Terms as either “us”, “we”, “ours”, or “Company”).

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. By agreeing to these Terms, you also represent that you have the capacity to enter into this binding agreement and that you are at least 18 years old.

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

You may only access our site if the purchase of NFTs in not prohibited in your jurisdiction, and we do not represent that site (and any of the content on our site) is appropriate for use or available in your location.

If you have any questions about these Terms, please feel free to email us at Gm@overlord.xyz

We may occasionally make changes to these Terms. We will let you know if any changes significantly affect your ability to use the Creepz. However, it your responsibility to read the Terms, as updated from time to time.

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.

Please note that the Terms were most recently updated on: 11/07/2022

  1. Definitions

Creepz” - refers to a single artwork from the generative collection of 11,111 artworks stored on IPFS making up the “Creepz Genesis” collection (as available at: https://opensea.io/collection/genesis-creepz), representing a unique Creepz character.

Commercial Licence” - refers to the intellectual property licence provided to the Holders, as described in section 3 of these Terms.

Holder” - refers to the holder of an NFT.

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

"NFTs" - each, an identifiable, non-fungible, non-replicable and transferrable cryptographic asset recorded on the Ethereum Network, 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 a Creepz.

Initial Sale” - refers to the first sale of NFTs.

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

Materials” - refers to the logos, marks, branding, names, and all other Intellectual Property used and or relevant to the Creepz.

"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.

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

"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).

  1. What can you do with your Creepz?

When you Mint and/or successfully purchase one of our NFTs, resulting in that NFT being attributed to your Wallet, what you purchase is the cryptographic asset recorded on the Ethereum Network, rather than the Creepz that is associated with it, together with the Commercial Licence.

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

However, we believe in Web3 and, therefore, subject to these Terms, we do provide the Holders with a commercial licence over the Creepz associated with the NFTs they hold (see the next section).

  1. Commercial Licence

Subject to these Terms, and to the conditions set out under section 4 below (“Conditions”), your purchase of an NFT during the Initial Sale comes with a non-exclusive, revokable, licence to use the Creepz associated with your NFT for commercial purposes, including to create certain derivative works based on such Creepz, up to a total value of $100,000 (“Cap”), meaning that there is a limit to the amount of revenue you may generate using the Creepz that is associated with your NFT (“Commercial License”). The Commercial 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 Creepz. If your commercial use of a Creepz exceeds the Cap, please do reach out to us at Gm@overlord.xyz to secure the appropriate licence.

  1. Conditions

The Commercial Licence is subject to and conditional on the following conditions.

The Commercial Licence automatically ceases and is deemed revoked as soon you use (or intend to use) the Creepz 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 Commercial Licence, refrain from using the Creepz 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 Creepz for commercial purposes and/or to promote the project, and to incorporate any Creepz (including yours) in future initiatives. Any such initiative will be carried out for the purposes of growing the brand, increasing awareness around the project, providing Holders with value, and promoting the overall success of the community you are now a part of.

  1. What happens when you transfer or sell the 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. For the avoidance of doubt, these Terms will also apply to new Holders upon access to the site.

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

  1. You may not use our Materials (for example, logos, trade marks, etc.)

We retain all rights to the Materials. You have a limited right to use such Materials as they are incorporated in the Creepz associated with your NFT (if and where applicable), but this is limited to using them only to the extent necessary to reproduce the Creepz, and result in an unaltered reproduction of the Materials. You shall not use the Materials, whether for commercial or non-commercial purposes, for the purposes of making derivative works or for any other purpose. If you would like to use our materials you can email us in advance for written approval.

  1. Your responsibilities

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 of any Wallet used to store the NFTs, and the implementation of relevant security measures.

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 Creepz associated with your NFTs.

Creepz may be available for purchase on the secondary market on third-party platforms, such as OpenSea (as available at: https://opensea.io/collection/genesis-creepz) and LookRare (as available at: https://looksrare.org), and/or other marketplaces (each, a “NFT Marketplace”). Please note that we do not operate any such NFT Marketplace and that, therefore, your access and use of any such NFT Marketplace is subject to the terms of the NFT Marketplace you are using.

You undertake to defend us against any claim or action arising out of or in connection with your use of the Creepz in contravention to these Terms, including where any such use infringes the Intellectual Property Rights of a third party (provided such claim does not relate to the unaltered Creepz as designed by us), and you shall fully indemnify and hold us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such claim or action.

  1. Risks you should be aware of

Please be aware that the NFTs are only intended and offered as collectibles, and that the NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over the project or [CREEPZ LTD].

The NFTs are cryptoassets. When you buy cryptoassets your capital is at risk. Risks associated with cryptoassets include price volatility, loss of capital (the value of your cryptoassets could drop to zero), complexity, lack of regulation and lack of protection.

We do not currently operate in a regulated industry. Therefore, please be aware that when you buy cryptoassets, you are not protected under financial compensation schemes and protections that are typically afforded to investors when dealing with entities that are regulated and authorised to operate as financial services firms.

  1. Links & Connected Services

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.

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.

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.

  1. 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 Commercial Licence that is not made in accordance with the Terms; and (g) any use of the NFT and/or the Commercial 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 Creepz associated with the NFTs, including the availability of the Creepz and the NFT, particularly where the Creepz and/or the NFTs become unavailable due to a failure of the Ethereum Network, the marketplaces and platforms through which you display the Creepz associated with your NFTs, and/or any other infrastructure on which the NFTs and the Creepz rely on for the proper functioning.

Our maximum aggregate liability (whether under contract or tort) shall be the lesser of: (i) £250, and (ii) the purchase price of the right to Mint one NFT at the time of the Initial Sale.

  1. 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

  1. Governing Law and Jurisdiction

The Terms represent and agreement between you (in your capacity of Holder) and the Company, which shall be governed by, construed, and enforced under the laws of England and Wales without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of England and Wales 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.

Thank you for taking the time to read our Terms, the overlord welcomes you.