Last updated on: 7 July 2023

1               About Asprey NFT Platform and the operator of the Platform

1.1           Asprey Studio Club NFT platform (available at https://aspreystudio.com/asprey-studio-club-waitlist.html) (Platform) allows its users to mint (i.e. create on blockchain) non-fungible tokens incorporating artwork created by Asprey Studio (each an NFT), and receive a signet ring associated[SL1]  with such NFT (Ring).

1.2           The Platform is made available and operated by Asprey Studio Ltd and Asprey Studio LLC, a company registered in England and Wales with company number 1004355 whose registered address is 4 Vencourt Place, Hammersmith, London, United Kingdom, W6 9NU (Asprey/we/us/our).

2               About these terms

2.1           Our contract with you. By registering an account with us, you confirm that you understand and accept these terms and conditions and that you agree to comply with them. These terms are a legal agreement between you and Asprey.

2.2           What do these terms cover? These are the terms and conditions which govern the use of our Platform by the registered users (each a Member/you/your).

2.3           Why you should read these terms. Please read these terms carefully before you register an account and before you mint an NFT on our Platform. These terms tell you who we are, how you can use the Platform, how you can mint an NFT, how to redeem a Ring, how we may change these terms or suspend or terminate your account, what to do if there is a problem and other important information.

2.4           How to contact us. You can contact us by writing to us at info@asprey.studio

2.5           How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us in your account registration.

2.6           There may be other or additional terms applicable from time to time. Please note that there may be additional terms and conditions posted on our Platform from time to time, which may also apply to your use of the Platform and/or your activities on our Platform. They may be expressly incorporated into these terms by being mentioned here, or they may be published on the Platform. For example, this includes our Privacy Policy and our Website Terms of Use. All NFTs are subject to specific terms and conditions of sale (NFT Terms of Sale), set out in Schedule 1. There may also be additional terms applicable to any specific NFTs, for example, if they are made available to Members under the terms of an auction or lottery. In each case where additional or different terms and conditions apply, you will be notified of this on our Platform.

2.7           We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use our Platform, please check these terms to ensure you understand the terms that apply at that time. By continuing to use our Platform following any update to these terms, we will assume that you have accepted the updated terms. These terms were most recently updated on the date stated at the top. Please contact us if you wish to see any of the previous versions of these terms.

3               How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

4               The functionality and availability of our Platform

4.1           You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently, (i) we do not warrant that the use of the Platform will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

4.2           We have the right to make any changes to the functionality of the Platform from time to time without notice, including, without limitation: (a) to address our Members’ needs; (b) to comply with any applicable laws; and/or (c) to add new functionalities and/or improve existing functionalities (including integrating the Platform with third-party platforms and services).

5               Registration and use of our Platform

5.1           You must register to mint NFTs. Only registered Members will have access to the functionalities on our Platform, including the ability to mint NFTs.

5.2           Eligibility to register. You must meet the criteria listed below to become a Member. By creating an account, you confirm that:

(a)            you are at least 18 years of age;

(b)            you have the full power, right and authority to agree to these terms;

(c)            you have successfully passed our KYC/AML checks, if we, in our sole discretion, decide to conduct them;

(d)            you are creating the account in your own name or, if you are doing so on behalf of someone else (including any corporate body), you have the necessary authority and consents to represent that third party;

(e)            you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;

(f)             you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold an NFT and/or be a party to any transaction involving a non-fungible token;

(g)            you understand the risks associated with owning and selling NFTs (see section 8.4 for more details about risks);

(h)            you have sufficient knowledge and understanding of how to transact using digital crypto wallets; and

(i)              all the information provided by you during your registration is true and accurate and you will keep it updated at all times.

We may contact you and ask for further information or documents to verify the information provided during your registration, including your compliance with the above requirements. If you fail to provide us with such information or documentation, we will refuse your account registration.

5.3           Our right to reject an account registration or to suspend or terminate any account. We will have the right to refuse to register an account on our Platform at our sole discretion, in particular if we believe that the information provided during the account registration was incorrect or the account was opened fraudulently. We may suspend or terminate an existing account immediately and without notice if we believe that a Member is in breach of any of these terms, no longer meets the account eligibility criteria, or if we are required to do so under any applicable law or regulations, or asked to do so by a regulator or any governmental body. We may also suspend or terminate a Member’s account immediately and without notice if the Member fails to comply with the NFT Terms of Sale.

5.4           Keep your account details secure. It is your responsibility, and you must ensure that: (a) you maintain a secure account password; (b) you maintain the confidentiality and security of your account access credentials and not disclose them to anyone; and (c) update your access credentials as soon as you become aware or suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorised use of your access credentials. We will not be liable to you for any loss or damage you suffer as a result of your breach of this section.

5.5           Right to use our Platform. By accepting your account registration application and creating an account for you on our Platform, we grant to you a limited, non-exclusive, non-transferable (i.e. personal to you), revocable right to access and use our Platform, subject to your compliance with these terms, including section 5.6 (Prohibited uses).

5.6           Prohibited uses. You must not use the Platform for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension and/or termination of your account and your right to use our Platform.

You must not use the Platform to:

(a)            collude with any Member to manipulate the price of any NFT or in any other way affect or influence the price of any NFT;

(b)            conduct any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(c)            conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, money laundering and/or terrorism financing;

(d)            engage in speculative investments;

(e)            engage in any activity (whether defamatory or not) that may bring us, or our Platform, and/or any other Member into disrepute;

(f)             conduct or be involved in (directly or indirectly) any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);

(g)            act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information);

(h)            upload any content that contains viruses, or is illegal, immoral or in any other way inappropriate or harmful;

(i)              modify or adapt the whole or any part of our Platform or incorporate it into any other program or application;

(j)              disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into our Platform;

(k)            access any part of the Platform to build a product or service which competes with our Platform or any functionality provided by it;

(l)              assist any ineligible person in opening an account on our Platform; and/or

(m)          gain access to or assist anyone in gaining access to an account of any other Member (including any digital wallet accounts).

5.7           We are not responsible for viruses and you must not introduce them. We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software. You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.

5.8           Connecting your digital crypto wallet. To mint an NFT on our Platform, you will need to connect your digital crypto wallet to your account on our Platform, which must be supported by the Platform. Having a digital crypto wallet is necessary to own an NFT and to pay for any NFTs minted. We will publish supported wallets on our Platform. Transfer of an NFT to your digital crypto wallet is at your own risk, and we will not be responsible or liable for accidental or fraudulent transfer to an incorrect wallet address.

6               Our intellectual property rights

Please see section 3 of our Website Terms of Use for details regarding our intellectual property rights in the Platform.

7               Purchase of the NFT artwork and minting of the NFT

7.1           Only one NFT per Member per NFT drop. You will be allowed to purchase and mint only one NFT per campaign (i.e. NFT drop).

7.2           We cannot guarantee that you will be able to purchase an NFT. We release a limited amount of NFTs, so we cannot guarantee that your request will result in a purchase. Our NFTs (other than those sold at an auction) will be made available on a first-come-first-served basis.

7.3           How we will accept your request to mint (i.e. your order). Our acceptance of your request to mint an NFT will take place when we confirm on our Platform that your request has been accepted, at which point a contract will come into existence between you and us for the purchase of the digital art (Digital Art) which will be used to mint the NFT. Please note that the purchase process and the creation of a contract may be different when NFTs are sold at an auction or lottery terms. Any such terms will be made available on our Platform

7.4           Rights to the Digital Art. Please note that the contract for the purchase of the Digital Art which will be formed when you submit a request to mint an NFT does not transfer the ownership in the intellectual property rights existing in the Digital Art. Instead, you will receive a limited licence, which is:

(a)            worldwide – allowing you to use the Digital Art without restrictions as to the territory;

(b)            perpetual – granted for an indefinite duration;

(c)            irrevocable – meaning that the owner (usually the author of the art) is not entitled to terminate the licence, although the licence may terminate automatically if you breach any of the conditions of the licence;

(d)            exclusive – you (the owner of the NFT) are the only person in the world that can use the Digital Art, and nobody else can use it for any purpose;

(e)            transferable – which means that you can transfer the licence to someone else, for example when you sell the NFT;

(f)             royalty-free – this means that you do not have to pay any royalties to the owner for the use of the underlying Digital Art;

(g)            for limited personal use only – this means that you can use the Digital Art incorporated into the NFT for non-commercial use only, for example to display the NFT on any website, platform or marketplace, but without the right to commercially exploit the images (for example to create any merchandise); and

(h)            with restrictions on use – this means that you cannot use the NFT in association with certain undesirable activities, as listed in the NFT Terms of Sale.

Please see the NFT Terms of Sale for further details about the scope of the licence to the Digital Art and the restrictions on use of the NFT, which apply to you as if you were the “Buyer” and we were the “Seller” of the NFT.

7.5           When our obligations are completed in respect of the Digital Art. The Digital Art contract will be completed when the NFT minting process is completed and the NFT is recorded on a blockchain. However, your rights to use the NFT and the underlying Digital Art will not terminate until you sell the NFT to a third party. Please see the Terms of Sale for further details.

7.6           No right to cancel.[SL5]  Due to the irreversible nature of all blockchain transactions and the fact that the purchase and delivery of the Digital Art takes place as an integral part of the NFT minting process, you will be asked by our Platform to consent to the immediate performance of the Digital Art purchase contract and to confirm that you agree to lose your right to withdraw from the contract (i.e. cancel it) as soon as you have submitted your instruction to mint the NFT on our Platform. Unless otherwise stated in the terms of the auction sale, if an NFT is sold at auction, any bid you submit is final and cannot be withdrawn.

7.7           Payment. You must ensure that you have enough funds available in your digital crypto wallet to complete the purchase. You must make a payment in full in the form nominated by us (transfer of ETH), in the amount stated on the Platform at the time you submit your request or, in the case of an auction, in the amount of the bid submitted by you. You acknowledge and agree that all purchases of NFTs on our Platform are irreversible (i.e. cannot be cancelled) and that no refunds will be due to you in any circumstances.

7.8           Taxes. You are responsible for any taxes that may be due in connection with your ownership of NFTs and/or the underlying the Digital Art and the Ring. It is your sole responsibility to determine whether, and to what extent, any taxes apply to the purchase or sale by you of NFTs, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. You will indemnify (i.e. reimburse) us in full in the event we are required to pay any taxes in respect of your minting of the NFT and/or redemption of the Ring.

7.9           Receipt of NFT. You must provide your correct and valid crypto wallet address as part of the NFT minting request form in order to receive the NFT. You are solely responsible for ensuring that the wallet address provided by you is correct and you acknowledge and agree that we will not be liable as a result of an incorrect wallet address being provided by you. This means that you will not be entitled to receive a refund of the price paid for the NFT.

7.1           We are not responsible for delays outside our control. If the minting process is delayed by an event outside our control, for example as a result of any delays in the blockchain network, we will not be liable for delays caused by such event. You acknowledge that it will not be possible to cancel or reverse your minting request even in the circumstances of a significant delay.

8               Ownership of NFTs

8.1           The NFT and the underlying assets are inseparable. The NFT you mint on our Platform incorporates the Digital Art and is linked to the Ring. In the event you decide to sell or transfer the NFT to a third party, you must transfer the ownership of the Ring (if you have redeemed it from us) to such third party. Please note that the sale of the NFT without the Ring, or the Ring without the NFT, is likely to affect the value of each item.

8.2           Selling your NFT. You must ensure that if you decide to sell you NFT, you sell it on the NFT Terms of Sale attached to these terms. This is necessary to protect the rights of the creators of the Digital Art, and to preserve the rights you acquire in relation to the Digital Art and the NFT. We are not a party to any such contract and will not be liable or responsible for any matters related to any such onward sale. If you fail to sell the NFT on the NFT Terms of Sale, the rights in the Digital Art may be affected. Please see the NFT Terms of Sale for further details.

8.3           NFTs do not attract any governance rights and do not represent any debt or equity. NFTs do not give you any voting rights, rights of control or financial participation in the Platform or Asprey, nor will they represent any debt or equity investment, pooled investment or any other type of investment.

8.4           Risks. You acknowledge and agree that NFTs and our Platform utilise new types of technologies (blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the ownership, purchase and sale of NFTs is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular in relation to blockchain) is required to safely deal in and store NFTs of any kind, including using a digital crypto wallet. It is your responsibility to research and be aware of these risks. Some (but not all) of the risks, which you should be aware of and accept before you conclude any transaction on our Platform, are as follows:

8.4.1        the volatile nature of digital artwork, including NFTs, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected (i.e. liquidate the digital artwork);

8.4.2        changes in laws and regulations may affect your rights to use and transfer NFTs;

8.4.3        the use, ownership and transfer of NFTs is not regulated in most jurisdictions, which means that your ownership and transactions in NFTs will not be afforded regulatory protections;

8.4.4        transactions involving NFTs are irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;

8.4.5        NFTs can lose their value entirely if there is no interest in them from potential purchasers;

8.4.6        as digitally-held artwork, NFTs may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use or sell your NFTs;

8.4.7        your ownership of the NFTs relies on you remaining in control of the private key(s) associated with your digital crypto wallet; and

8.4.8        if the underlying digital artwork is stored off-chain, it may be subject to a risk of loss, for example, if the facility storing the artwork fails or if it is subject to a cyber attack.

8.5           By using our Platform you accept the risks involved in any transactions involving NFTs (including without limitation those risks listed in section 8.4).

9               Redemption of the Ring

9.1           Redemption of the Ring is optional. In order to receive the Ring linked to the NFT you minted on our Platform, you will need to complete a redemption form on the Platform and specify the method of delivery or the location of collection from one of our boutiques in the UK. Please note that unless you request a redemption of the Ring, it will not be delivered to you. You must redeem the Ring no later than within 6 months from the date of the purchase of the NFT.

9.2           Delivery. We will do our best to deliver the Ring to you as soon as we can. However, the Ring will be made specifically for you, so it may take us longer to deliver it, in particular if we receive many redemption requests in a short period of time. We will keep you updated about the progress and the estimated time of completion. If you request the Ring to be delivered to your home address, you must ensure that you are available to take collection of it, which will include the requirement to sign for the package, at the allocated time. If the Ring needs to be re-delivered or stored pending arrangement of re-delivery, we may need to charge you for any costs incurred by us. If the Ring is lost or damaged before it is delivered to you, we will use reasonable endeavours to procure a new Ring to be delivered to you.

10            Third-party sites, products and services

The Platform may from time to time integrate with third-party platforms and/or services, for example, digital crypto wallets and/or payments processing services (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any such Third-Party Products to you. We are also not responsible for the functioning of any blockchain network recording the ownership of NFTs.

11            Disclaimers and liability

11.1         We are not responsible or liable for the actions of our Members. All Members must ensure that they have all necessary rights, authorisations and permissions to mint NFTs on our Platform. Although we use reasonable steps to verify each Member’s identity, we will not verify any Member’s rights, authorisations and permissions and we will not be responsible or liable for any acts or omissions of any Member.

11.2         We do not provide advice. NFTs are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Platform should be interpreted or relied on as financial advice to you or any other person.

11.3         We do not make any warranties in respect of the Platform. Our Platform, and the Digital Art  made available for minting the NFTs, are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Platform will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Platform will meet your expectations; (c) NFTs will always be available for purchase on our Platform or that any specific NFTs will be available; and (d) the content on our Platform will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Platform and any content on our Platform (including any NFTs). This does not affect any warranties that cannot be excluded or limited under applicable law.

11.4         Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Platform and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed GBP £1000. The limitations and exclusions of liability in this section 11.4 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

11.5         Your liability to us. You agree to indemnify us (i.e. reimburse us in full) to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of our Platform, including any transactions made by you using the Platform; (b) your breach of these terms; and (c) infringement by you of any third-party rights (including intellectual property rights).

12            Other important terms

12.1         No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties (including, for the avoidance of doubt between Asprey and any Member), constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.2         Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.

12.3         Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.

12.4         Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.

12.5         Severance. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, invalid or unenforceable, and orders that they are severed from the contract, the remaining paragraphs will remain in full force and effect.

12.6         Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.

12.7         Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.