BARZOLA LIMITED (MOONRUNNERS)
TERMS & CONDITIONS
Moonrunners (Barzola Limited) is the seller of a collection of digital works of art (hereinafter “Digital Works of Art”). The certificates of ownership to the Digital Works of Art take the form of non-fungible tokens (hereinafter the “NFTs”) running on the Ethereum Network.
https://www.moonrunners.io (these “Websites”) are the portals through which users can purchase Digital Works of Art via Smart Contracts (defined below) on such Network. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by the Websites before approval. Moreover, because NFTs run on the Ethereum Network, no transaction can be undone, reversed, or restored.
This Website is the property of Barzola Company (hereby referred to as “us,” and/or “we,” etc.), which is also responsible for minting and distributing the NFTs. By accessing this Website, whether or not you purchase something from or via our Website, you accept and agree to these Terms and Conditions.
This Website, as well as all its linked services, are provided "as is" and “as available” without any warranties of any kind. Using this Website entails your acceptance that you and not we are solely responsible for the suitability and appropriateness of each and every related digital collectible transaction that you carry out.
Will these Terms ever change?
We are constantly trying to improve our product and services, so these Terms will necessarily need to change along with our services. We reserve the right to change the terms at any time, but if we do, we will place a notice on our Discord located at https://discord.gg/moonrunners, and/or notify you by some other means. You will be bound by any changes to these Terms whether or not the changes have come to your attention if you continue to use our Websites.
ABOUT SMART CONTRACTS
The NFTs are managed via “smart contracts” on the Ethereum Network blockchain, which provides an immutable ledger of all transactions that occur via “Smart Contracts”. This means that NFTs are outside of the control of any one party and are subject to many risks and uncertainties.
We hereby confirm and the user hereby unequivocally accepts that we do not control the Ethereum Network (nor any other digital network or wallet), your browser, or any other third- party website, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the NFTs.
We hereby confirm and the user hereby unequivocally accepts that we will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. Your ownership of an NFT is entirely mediated by the Smart Contract and the Ethereum Network. As a result, we can never confiscate, suspend, or in any manner modify the ownership of any of the NFTs. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Website. You also understand that this information may come to the attention of law enforcement and government agencies globally.
OWNERSHIP OUR RIGHTS
Barzola Limited owns all legal right, title, and interest across the brand Moonrunners and the specific characters created in our lore and story.
CREATIVE COMMONS DEDICATION
Our NFT collections “Moonrunners” and “Dragonhorde” are CC0.
To the extent possible under law, the Company has waived all copyright and related or neighboring rights to each Moonrunners and Dragonhorde NFTs.
The Company hereby dedicates the Moonrunners and Dragonhorde NFTs to the public domain (“cc0 Dedication”). The cc0 Dedication means that the Moonrunners and Dragonhorde are free for any individual to use.
OUR OTHER RESERVED RIGHTS
You acknowledge and agree that the Website may contain content or features (“Website Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Barzola Limited, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Website or the Website Content, in whole or in part. In connection with your use of the Website you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by the Website from accessing the Website (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Website or the Website Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Website or distributed in connection therewith are the property of the Website, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Barzola Limited or the Website, as the case may be. The Website name and logos are trademarks and service marks of Barzola Limited. (collectively the “The Website Trademarks”). Other company, product, and service names and logos used and displayed via the Website may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to the Website. Nothing in these Terms and Conditions or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of The Website Trademarks displayed on the Website, without our prior written permission in each instance. All goodwill generated from the use of The Website Trademarks will inure to our exclusive benefit. Feedback, such as comments, bug reports, ideas, or suggestions, may be submitted by you, including feedback on ways to improve the Website (hence, "Feedback"). Feedback that you submit is your permission to us to use it in any way we deem appropriate without compensating you in any way, and, in such connection or otherwise, you grant us the perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use such feedback for any purpose.
FEES AND PAYMENT
This Website will only handle transactions that are conducted through the Ethereum Network if you choose to purchase a NFT through it. Payments and transactions are outside of our direction and control and we are unable to reverse them. For clarity, if you engage in any transactions or conduct any other transactions via the Ethereum Network, we will not be liable for any claims or damages arising from such transactions. Transactions on Ethereum are subject to a fee (also referred to as a “Gas Fee”) that is charged at the beginning of the transaction cycle. Using the Gas Fee, the decentralized Ethereum Network can maintain its network of computers. Therefore, all such transactions will be subject to such Gas Fee. The Gas Fee does not accrue to Barzola Limited nor do we have control over its pricing or assessment. You may also pay by credit card for Moonrunners or Dragonhorde NFTs by using our third party partner and merchant service. All purchases made on the Platform are final and non-refundable.
Taxes. You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. The successful buyer is responsible for any applicable taxes including any sales or use tax or equivalent tax wherever such taxes may arise on the price, the buyer’s premium, and/or any other charges related to this Auction. The applicable sales tax rate will be determined based upon the state, county, or locale. Barzola Limited are not responsible for determining the taxes that may apply to your transaction(s).
You are solely responsible (and hereby accept said responsibility by using the Website) for your own actions while accessing or using the Website, as well as any consequences thereof. You agree to use the Website only for legitimate, appropriate purposes, and in compliance with the Terms and Conditions and any relevant laws or regulations. As an example, and without any limitation, you may not, and may not allow any third party to: (1) Publish, send, or otherwise modify any illegal, defamatory, harassing, abusive, violent, hateful, obscene, fraudulent or otherwise inappropriate material; (2) Upload any destructive or deceptive software, including viruses, worms, flaws, Trojan horses, corrupted files, or hoaxes; (3) Falsely claim to be another person. (4) Participate in any activities that infringe upon the intellectual property rights of another party or otherwise violate their legal rights shall not be undertaken on the Website; (5) Take part in, promote, or encourage illegal activities (including, but not limited to, money laundering); (6) Engage in behavior that interferes with other users' usage of the Website; (7) Engage in any unauthorized commercial activity on the Website; (8) Reverse engineer, modify, adapt, or adapt any portion of the Website; (9) Take down any provisions that mention copyright, trademark or other proprietary rights within or on the Website or any part of it; (10) For any unauthorized purpose, collect information about the Website with any technology; (11) Attempt to access or use the Website in order to come up with products or services that are competitive with ours. In our sole and absolute discretion, we may, at any time, immediately suspend or terminate your user account should you engage in any of the prohibited activities under this section, without giving you any advance notice, and without limiting our right to pursue any other remedies under law or in equity. (12)If purchasing a NFT, you agree that you are not purchasing a security or investment or a designated person (or an SDN) under UK, US and BVI sanctions legislation. (13) You understand the NFT and the underlying artwork is not an investment or a security. (14) You agree to hold the team harmless and not liable for any losses or taxes you may incur. The NFTs do not give you an entitlement to any assets or shares in a company or partnership or fund or any reward. (15) In no event are any of Barzola Limited or Moonrunners, its directors, officers, shareholders, employees and representatives liable for special, indirect, consequential or punitive damages.
Barzola Limited is not an investment and that there is no return that is contractually payable or otherwise obtainable. In addition, none of the promoters, creators or founders associated with the NFTs (including the Moonrunners or Dragonhorde NFTs) is licensed or registered with any financial services or other kind of regulator and Moonrunners is not licensed or registered with any financial services or other regulator including the financial services regulator in the BVI. By using our Website you acknowledge and accept this and that you have no recourse to any regulator or compensation scheme if you are dissatisfied with your purchase.
ASSUMPTION OF RISK
NFTs, cryptocurrencies, and blockchains are new technologies, and the regulatory landscape is still uncertain and rapidly evolving. There may be changes in law, regulation and/or tax that may reduce the value of your NFT (and if there is no market to sell to a third person, it will have no market value). In such light and otherwise, you acknowledge and accept all associated risks, and thus acknowledge and agree to the following, to wit:
Should you consider selling your NFTs, please be aware: that the price of NFTs in general and NFTs in particular is volatile and changes along with the price of other NFTs; which has the potential to negatively or positively affect the price of your NFT. In view of the volatility associated with NFTs, you should not consider them as investments (and they are not intended to be such). In that regard, you hereby acknowledge and agree to assume all risks that your NFT may be worthless and there may be no market to sell it.
Furthermore, ownership of a NFT evidences that you own the Digital Work of Art only, and no information on this Website (the documents therein, as well as any others) is or should be construed as investment advice. In addition, nothing on this Website constitutes or qualifies as an offer or invitation to buy stocks or securities in any jurisdiction. Irrespective of legislation in any jurisdiction, nothing on this Website constitutes an offer to sell or buy shares, securities, or other financial products. NFTs have not been registered or regulated in any jurisdiction given the artistic nature of the project. To ensure that your purchase of NFTs and any related artwork is compliant with the laws and regulations of your jurisdiction, it remains your sole and absolute responsibility to investigate and be compliant with such laws. As may be the case with all Internet-based transactions, all associated risks are your sole responsibility, including, but not limited to, risks associated with hardware, software and Internet connections, the introduction of malicious software, as well as the possibility that third parties could gain unauthorized access to your Ethereum wallet, potentially leading to partial or total loss. The Ethereum Network itself, and/or any adverse outcomes it suffers due to disruptions or other issues, are solely your responsibility.
CHANGES TO TERMS AND CONDITIONS
We may make periodic changes to these Terms and Conditions at any time. It is your responsibility to review them frequently to stay up to date. By continuing to access or use the Website you are deemed to have unconditionally accepted any such updated Terms and Conditions. It is forbidden for you to access or use the Website if you do not agree to any updated Terms and Conditions.
We do not intend for our Website to be used by a person under 18 ("Children") or (“Minor”) and Children are forbidden from accessing this Website. An NFT may only be purchased by a person of 18 years of age or older. Under no circumstances may you use this Website if you are under 18 years of age. Your access to and use of the Website constitutes your representation and warranty that you are at least 18 years old. We reserve the right to seek proof of your age representation at any time.
THIS WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND YOU ACKNOWLEDGE THAT THIS IS AT YOUR SOLE RISK AND UNDERTAKING. IN ACCORDANCE WITH APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES REGARDING THIS WEBSITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION THE WEBSITE ITSELF, SMART CONTRACTS, AND/OR ANY OTHER OPTIONAL WEBSITES). INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU: (1) YOUR ACCESS TO OR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS, (2) YOUR ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3) USAGE DATA PROVIDED THROUGH THE WEBSITE WILL BE ACCURATE, (4) THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (5) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE THAT THERE ARE INHERENT SECURITY RISKS WHEN PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND THAT WE ARE NOT RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS THAT BREACH IS CAUSED BY WILLFUL MISCONDUCT ON OUR PART.
WE NEITHER HAVE CONTROL OVER OR MAKE ANY GUARANTEES REGARDING ANY SMART CONTRACTS NOR WILL WE BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS A RESULT OF USING THE ETHEREUM NETWORK.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions and your use of this Website shall be governed by and construed in accordance with the laws of the British Virgin Islands. You consent to the jurisdiction of the courts of the British Virgin Islands for purposes of any suit, action or proceeding arising out of these Terms and Conditions, and you hereby consent to such exclusive and personal jurisdiction and venue.
Any claim you might have against Barzola Limited must be brought within six months after the cause of action arises, or such claim or cause of action is barred
A printed version of these Terms and Conditions and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form.
If NFTs, Moonrunners NFTs or any other product on this Website, or your use of the Website, is contrary to the laws of the jurisdiction where you are when you access it, the Website is not intended for you, and you are prohibited from using the Website.
Those who choose to access this do so on their initiative and are responsible for compliance with BVI and all applicable laws, including the laws where you are resident or present. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.
RELEASE AND INDEMNIFICATION
Barzola Limited, and their subsidiaries, affiliates, owners, officers, agents, employees, advertisers, licensors, suppliers, attorneys, accountants and partners (collectively, the “Released Parties”) are not liable for any losses, claims, legal liabilities or damages that may result from your use of the Website, including, but not limited to, suits, judgments, litigation costs, or attorneys’ fees resulting from (1) your violation of these Terms and Conditions, (2) your misuse of the Website, or (3) your violation of applicable laws, rules or regulations in connection with your access to or use of the Website. In such connection and otherwise, you agree to release, indemnify and hold harmless the Released Parties from and against any and all damages, claims, liabilities, losses or expenses of any kind (including reasonable attorneys’ fees incurred by the Released Parties), any breach or nonfulfillment of the Released Parties’ obligations under these Terms and Conditions, the Smart Contract, liability for any accidental or inadvertent use of a Digital Work of Art by Barzola Limited without having first acquired the necessary right to do so, or any failure by the Released Parties to comply with any applicable federal, state, or local laws, regulations, or codes in connection with these Terms and Conditions or otherwise.
WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR ANY RESULTANT TRANSACTION.
NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST BARZOLA LIMITED IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
BVI BC NO. 2100498