Last Updated: June 15th, 2023
Last Updated: June 15th, 2023
You may purchase a non-fungible token (Digital Asset) through our Platform that represents a physical bottle of alcohol in our, or one of our partner’s, possession (each such bottle, a “Product” and each such DIGITAL ASSET, a “Cellaris DIGITAL ASSET”). A Cellaris DIGITAL ASSET identifies the Product with which it is associated and the brand that produced the Product (the “Brand”) through a pointer or hash in the Cellaris DIGITAL ASSET metadata, and may also link to digital art related to the Product (“Brand Art”). We will not mint multiple Cellaris DIGITAL ASSETs that represent your specific Product, but we may mint DIGITAL ASSETs that are in a similar collection or series or that are offered by the same Brand. Owners of a Cellaris DIGITAL ASSET have the right to Redeem the Cellaris DIGITAL ASSET for the specific Product associated with such Cellaris DIGITAL ASSET subject to the limitations and restrictions set forth in these Terms. Owners of a Cellaris DIGITAL ASSET may also be given the right to attend a virtual or in-person experience, either offered by Cellaris or the Brand, or access additional features associated with the Cellaris DIGITAL ASSET. Access to these experiences or features may be subject to separate terms and conditions, which may include additional restrictions, and may only be available to you if you have already Redeemed (as defined below) your Cellaris DIGITAL ASSET. You are responsible for reviewing and complying with such separate terms and conditions. Any experiences or features offered directly by Cellaris will be subject to our Privacy Policy.
Owners of a Cellaris DIGITAL ASSET may also be provided with a separate DIGITAL ASSET that is associated with a work of digital art (“Artwork”) that may be related to a Brand, but which is not linked to, or redeemable for, a Product (“Artwork DIGITAL ASSET”). The Artwork is linked to the Artwork DIGITAL ASSET through a pointer or hash in the Artwork DIGITAL ASSET metadata. Artwork DIGITAL ASSETs will not be made available on our Platform and will only be made initially available on our branded homepage on OpenSea, a Secondary Marketplace and Third Party Site (as such terms are defined below) https://opensea.io/collection/Cellaris. Artwork DIGITAL ASSETs may be made available to owners of a Cellaris DIGITAL ASSET at no cost or at a cost determined by us and the Brand. While we will not mint multiple Artwork DIGITAL ASSETs using the same Artwork, we may mint DIGITAL ASSETs of different variations or derivatives of the Artwork associated with your Artwork DIGITAL ASSET. Your purchase of Artwork DIGITAL ASSETs is subject to the terms and conditions of OpenSea or any Secondary Marketplace where they may be offered in addition to these Terms.
The Cellaris DIGITAL ASSETs and Artwork DIGITAL ASSETs are each minted through a smart contract on the Polygon Network (MATIC) leveraging smart contract technology. You acknowledge and agree that certain information, including your digital wallet address and the transactions you conduct through that digital wallet address, may be publicly available and viewable on the Polygon Network (MATIC). Your Cellaris DIGITAL ASSET and Artwork DIGITAL ASSET can be transferred on the Polygon Network (MATIC) (or another blockchain as technology permits) from one digital wallet address to another digital wallet address, subject to any Gas Fees (as defined below) and transaction Fees (as further described below).
You do not have to create an account in order to use or access the Platform. However, in order to access certain Services, including accessing certain features on our Website or paying for your Cellaris DIGITAL ASSET (including by credit card, wire transfer or in the Polygon Network (MATIC) or Artwork DIGITAL ASSET on OpenSea, you may be required to create an account with us or with a Third-Party Site.
The digital wallets that we support are listed on our Website. Your use of any digital wallet, including those we support, is at your own risk and subject to the terms and conditions of that digital wallet. You are responsible for all uses of your digital wallet and for any actions that take place using your digital wallet, whether by you or by another person. Unless you opt to use a digital wallet provided by us, you are solely responsible for keeping your digital wallet private key confidential and secure.
At selected times determined by us, we will make Cellaris DIGITAL ASSETs available for purchase through our Platform. The price for each Cellaris DIGITAL ASSET will be designated in MATIC and determined by us or through an auction process. We cannot guarantee that Cellaris DIGITAL ASSETs will be available for purchase at the time you seek to purchase one. We reserve the right to modify the types, prices and number of Cellaris DIGITAL ASSETs that are available at our discretion.
You may purchase your Cellaris DIGITAL ASSET through our Platform using either fiat or cryptocurrency. If you purchase in fiat, you will nonetheless be required to have a digital wallet in order to accept your Cellaris DIGITAL ASSET. This can either be a digital wallet you establish or one we create for you. We never hold custody nor take ownership or possession of your Cellaris DIGITAL ASSET, other than as described in these Terms. If you purchase your Cellaris DIGITAL ASSET using cryptocurrency using your own digital wallet, your Cellaris DIGITAL ASSET will be minted directly into that wallet. You are responsible for ensuring your digital wallet address has a sufficient amount of the MATIC cryptocurrency to cover your purchase as well as any gas fees as described in these Terms.
You acknowledge and agree that if you decide to purchase or sell a Cellaris DIGITAL ASSET outside of our Platform, such purchases and sales will be entirely at your sole risk. We run “Know Your Client” and anti-money laundering checks using third-party service providers on certain transactions on our Platform. You acknowledge and agree that you may be restricted from completing certain transactions arising out of our Services without recourse if you do not successfully pass these checks.
Cellaris DIGITAL ASSETs and Artwork DIGITAL ASSETs may be purchased, sold, traded, or distributed on certain smart contract-enabled secondary marketplaces, platforms and exchanges operated by third parties where users can sell, purchase, transfer, list for auction and bid on DIGITAL ASSETs (“Secondary Marketplaces”). Cellaris DIGITAL ASSETs and Artwork DIGITAL ASSETs may not be compatible with all Secondary Marketplaces, and we make no guarantee about the availability or functionality of any Secondary Marketplace. You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET even if, in the case of a Cellaris DIGITAL ASSET, it was initially purchased via our Service, and even if we receive a commission or fee is received by us as a consequence of the transaction. We are not liable for any loss incurred by you in connection with any transaction that takes place on Secondary Marketplaces or on any other third-party sites or services.
These Terms only relate to your use of the Services, and do not relate to any other website or Internet-based services, including Secondary Marketplaces, communication platforms or other websites or browser extensions to which the Services may link (“Third-Party Sites”). References or links to any Third-Party Site that we make available are provided for your convenience and information only, for example, to make it convenient for you to trade your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. Such links should not be interpreted as endorsements by us of any Third-Party Site. When you click such link, we may not warn you that you have left our Services and are subject to the terms and conditions and privacy policies of a Third-Party Site. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, information or other materials on Third-Party Sites. We are also not responsible or liable for the availability or accuracy of the Third-Party Sites.
All transactions initiated through our service are facilitated and run by third-party electronic wallet extensions, and by using our services you agree that you are governed by the terms of service and privacy policy for the applicable extensions.
When you purchase a Cellaris DIGITAL ASSET, the Product associated with your Cellaris DIGITAL ASSET will remain in our, or one of our partner’s, possession until you redeem your Cellaris DIGITAL ASSET for the Product (“Redeem”).
We will post on our Platform the date starting on which you may Redeem your Cellaris DIGITAL ASSET (“Redemption Start Date”). We may also provide a date by which your Cellaris DIGITAL ASSETs must be Redeemed (“Redemption End Date”). The Redemption Start Date and Redemption End Date are not binding and may be subject to change. You acknowledge that it is your responsibility to access our Website and Platform to receive updates on the Redemption Start Date and Redemption End Date. The Redemption Start Date and Redemption End Date may not be available at the time you purchase a Cellaris DIGITAL ASSET. Once the Redemption End Date is over, Cellaris reserves the right to either burn the Cellaris DIGITAL ASSET or render the Cellaris DIGITAL ASSET non-Redeemable, which may include changing the Artwork or metadata of the Cellaris DIGITAL ASSET. In addition, Cellaris may mint a new DIGITAL ASSET associated with the Product. Prior to the Redemption End Date, we may, but are not obligated to, post periodic announcements on our Platform that a Redemption End date is approaching or to contact you if we have your contact information. It is your responsibility to check for any such announcements and to monitor the Redemption End Date on your own.
Beginning on the Redemption Start Date, the owner of a Cellaris DIGITAL ASSET can Redeem the Cellaris DIGITAL ASSET for that Product. In order to Redeem your Cellaris DIGITAL ASSET, you must have an account on our Website and must provide information that allows us to ship the Product to you, including, but not limited to, your name, address and email address. YOU ACKNOWLEDGE THAT WE CANNOT SHIP PRODUCTS TO CERTAIN JURISDICTIONS OR TO MINORS WHO ARE NOT LEGALLY PERMITTED TO ACCEPT DELIVERY OF A PRODUCT. IN SUCH CASES, YOU WILL NOT BE ABLE TO REDEEM YOUR CELLARIS DIGITAL ASSET, AND WILL NEED TO EITHER HOLD THE CELLARIS DIGITAL ASSET UNTIL SUCH TIME AS WE CAN LEGALLY SHIP IT TO YOU, OR SELL YOUR CELLARIS DIGITAL ASSET. All requests to Redeem a Cellaris DIGITAL ASSET are final and may not be reversed.
You are responsible for compliance with all applicable importation and customs laws when you Redeem a Cellaris DIGITAL ASSET. To the extent Cellaris is aware that a Cellaris DIGITAL ASSET owner is not in compliance with such laws, Cellaris will not ship the Product. Additional terms regarding shipment of Products are set forth in the “Shipping of our Products” section below. When you seek to Redeem your Cellaris DIGITAL ASSET, you represent that the alcohol is solely for your own consumption. You also affirm that the jurisdiction in which you are ordering and the jurisdiction to which you are asking us to deliver the Product permits the sale and delivery of alcohol.
Cellaris stores the Product at no cost to the Cellaris DIGITAL ASSET owner. Because of this, Cellaris must have certain safeguards in the event an owner cannot be reached. If an owner’s account is inactive for 5 years, Cellaris will attempt to contact the Cellaris DIGITAL ASSET owner. If the Cellaris DIGITAL ASSET owner does not respond within 21 days or the owner cannot be reached, Cellaris will contact a backup contact, if one is provided on the account. If no backup contact was provided, or the backup contact does not answer within 14 days, Cellaris reserves the right to burn that Cellaris DIGITAL ASSET, and such Cellaris DIGITAL ASSET can no longer be Redeemed. Cellaris has the right to reissue a new DIGITAL ASSET for the Product and auction it off on the Platform. Net proceeds from that sale will be donated to the Children Tumor Foundation or such other charitable endeavor as Cellaris may determine.
Cellaris retains the ability, and may, revoke your Cellaris DIGITAL ASSET and/or your Artwork DIGITAL ASSET, or alter the metadata of your Cellaris DIGITAL ASSET or of your Artwork DIGITAL ASSET to remove all information about it (including any and all intellectual property licensed to you under these Terms) where (1) you violate these Terms of Use, including without limitation the intellectual property license granted to you; (2) as a preventative measure if you loses access to your digital wallet that contains your Cellaris DIGITAL ASSET; or (3) where we no longer have the rights to offer the Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. If the foregoing action is taken because you have violated these Terms of Use, you acknowledge that you may forfeit any amounts paid for your Cellaris DIGITAL ASSET. If the foregoing action is taken because you have lost access to your digital wallet that contains your Cellaris DIGITAL ASSET, Cellaris may, but is not obligated to, work with you to remediate this situation, and you acknowledge that you may lose any amounts paid for your Cellaris DIGITAL ASSET. You acknowledge and agree that when Cellaris revokes your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, you may no longer have access to such Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET in your digital wallet, and you may no longer be able to Redeem a corresponding Product, any experience or additional feature or access corresponding Artwork, as applicable.
Cellaris does not knowingly sell alcohol to any person under the legal drinking age. By purchasing a Cellaris DIGITAL ASSET, you represent to us that you are over the legal age required to buy alcoholic products in your jurisdiction. By using our Platform and seeking to Redeem a Product that is alcohol, you are acknowledging that the person receiving a shipment of alcohol is of legal drinking age. You also agree that you are not permitted to resell alcohol purchased without a proper license.
By having us arrange the shipping on your behalf, you are also representing that: (i) you are acting in a fashion compliant with the laws and regulations of your jurisdiction and the purchase, shipping, transportation and delivery of alcoholic beverages, including spirits; (ii) you are legally entitled to receive and take possession of alcoholic beverages, and (iii) you are legally entitled to the quantities ordered and delivered.
Any cryptocurrency payments that you engage in via the Platform will be conducted solely through the Polygon Network (MATIC). We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion.
Any fiat currency payments via credit cards, wire transfer, or other means will be directed to an unaffiliated third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. We may add or change any payment processing services at any time. In addition, you may be required to use a Third-Party Site in order to complete your purchase in fiat currency. Any Third-Party Site or payment processing service may be subject to additional terms or conditions including their privacy policies. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via the Polygon Network (MATIC).
Every transaction on the Polygon Network (MATIC) requires the payment of a transaction fee known as a “Gas Fee”. This means that you are required to pay a blockchain transaction fee, known as a “Gas Fee,” for each purchase of a Cellaris DIGITAL ASSET or for any transaction via the Platform. If you seek to transfer your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET via a Secondary Marketplace you may also incur Gas Fees or other transaction costs. Gas Fees are paid to the network of computers that operate the Polygon Network (MATIC) and are not paid to Cellaris. Note that Gas Fees often fluctuate based on a number of factors.
You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of the Platform (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments (including Gas Fees) made to us pursuant to these Terms.
If you sell your Cellaris DIGITAL ASSET via the Platform or a Secondary Marketplace, such transaction may be subject to a transaction fee that is approximately ten percent (1%) of the value of the Cellaris DIGITAL ASSET, which may be in addition to any fees imposed by a Secondary Marketplace which may be automatically deducted upon sale or purchase. All such fees are applied to the final sale price and are collected and distributed to us at the time of sale through smart contracts on the Polygon Network (MATIC) or through the Secondary Marketplace. Your purchase and sale of an Artwork DIGITAL ASSET is also subject to the terms and conditions of OpenSea or any other Secondary Marketplace where the Artwork DIGITAL ASSET is being offered or sold. Any secondary sale or purchase of a Cellaris DIGITAL ASSET on a Secondary Marketplace is also subject the terms and conditions of that Secondary Marketplace.
All text, graphics, logos, icons, images, Artwork, audio clips, video clips and software on our Platform or included in the Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, including any Artwork or Brand Art, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of the same, regardless of medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein (the foregoing, “Content”) are all owned by or licensed to us. Content and the Product may contain trademarks, copyrights service marks, trade names and other intellectual property rights that are owned by us or our licensors or partners. You are hereby granted a limited, non-exclusive license (without the right to sublicense) to display, copy and use the Content (a) solely for your own personal, non-commercial use and (b) on our Platform or on a Secondary Marketplace solely to facilitate the sale of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET; provided that you keep all copyright or other proprietary notices intact. Nothing in these Terms shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth in these Terms.
Unless authorized in writing by an officer of Cellaris, you may not use any Content without our prior written consent. Such authorized use must not be likely to cause confusion among customers, or in any manner that disparages or discredits us or our licensors. You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, frame, mirror, repost, or exploit the Content for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without our prior written consent. You may not use the Content on any other website or medium, including in a networked computer environment for any purpose other than to transact on our Platform as authorized by us. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy Content in your possession or under your control and any copies you have made and we may end your authorization to use our Platform. Your purchase of a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET means you have full ownership rights in the Cellaris DIGITAL ASSET, including the right to store, sell and transfer your DIGITAL ASSET. However, you agree and acknowledge that your purchase of the Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET does not provide you any right or license (express or implied) to use the Artwork associated with the Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET other than the license set forth above. In addition your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET does not represent actual ownership in the Product until you receive the Product. Your rights and interest in your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET will immediately terminate upon any subsequent sale, transfer, dispossession, burning, or other relinquishment of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET.
You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including, without limitation, about how to improve the Platform or Services through the email address provided at the end of these Terms (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Cellaris or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. The Cellaris logo and any Cellaris product or service names, logos or slogans that may appear on the Service or Service are trademarks of Cellaris or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Cellaris” or any other name, trademark or product or service name of Cellaris or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Cellaris and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Cellaris names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Cellaris.
YOU MUST BE OF LEGAL DRINKING AGE IN ORDER TO REDEEM THE PHYSICAL ITEM FROM CELLARIS. WE TAKE BEVERAGE ALCOHOL LAWS SERIOUSLY, AND IF YOU ATTEMPT TO PURCHASE OR RECEIVE BEVERAGE ALCOHOL BY PLACING AN ORDER ON OUR PLATFORM IN VIOLATION OF THE LAW, WE WILL ASSIST LAW ENFORCEMENT IN PROSECUTING YOU TO THE FULLEST EXTENT OF THE LAW.
You acknowledge and agree that you are responsible for your own conduct while accessing or using our Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws, rules or regulations. You represent and warrant and agree that your use of the Platform will not, and you will not permit any third party to or attempt to, in any manner, do any of the following while using our Services:
You acknowledge and agree that there are risks associated with purchasing, holding, and using your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. By purchasing, holding and using a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, you expressly acknowledge and assume all risks including, but not limited to: forgotten passwords; inability to access or use your digital wallet for any reason, including lost private keys; mistyped addresses or improperly constructed instructions when transmitting or receiving Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs or any cryptocurrency; errors in the smart contract that mints and controls the Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs; errors in our Platform or Services, including errors regarding the price or availability of Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs; inability to access or transfer a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET or the Content, including due to the loss or compromise of Cellaris’s private keys to its administrative wallet; missed opportunities to Redeem or resell Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs; blockchain malfunctions or other technical errors or failures; unfavorable regulatory determinations or actions (including with respect to DIGITAL ASSETs or cryptocurrencies); taxation of DIGITAL ASSETs or cryptocurrencies; unanticipated risks; volatility risks in the value of Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs and cryptocurrencies; cybersecurity attacks; personal information disclosure; unauthorized access to applications; unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code; the use of phishing, sybil attacks, 51% attacks, bruteforcing, or other means of attack that affect, in any way, the Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs or the Content; and changes to the protocol rules of the Polygon Network (MATIC) or upgrades to the Polygon Network (MATIC).
You acknowledge and agree that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of, blockchain technology, DIGITAL ASSETs, digital assets, digital wallets, and cryptocurrencies to understand these Terms and to appreciate the risks and implications of purchasing a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET.
You acknowledge and agree that there is substantial uncertainty as to the characterization of DIGITAL ASSETs and other digital assets under applicable law. You acknowledge that your purchase of a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET complies with applicable laws and regulation in your jurisdiction.
Given the regulatory regime governing blockchain technologies, cryptocurrencies and digital assets is uncertain, you acknowledge and agree that new regulations or policies in United States or foreign jurisdictions may materially adversely affect the development of the Platform or Services, and therefore the potential utility, value, or ability to use, transfer, exchange your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. We are not responsible if your Cellaris DIGITAL ASSET, Artwork DIGITAL ASSET, or any Content becomes inaccessible to you for any reason, or for any modifications or changes to your Cellaris DIGITAL ASSET, Artwork DIGITAL ASSET, or any Content including any deletion, removal, or inaccessibility on our Platform or otherwise. We are also not responsible if we are unable to access your Cellaris DIGITAL ASSETs due to the loss or compromise of the private keys to our administrative wallet.
You acknowledge and agree that we or our partners could make additional copies of, and distribute, the Brand Art associated with your Cellaris DIGITAL ASSET, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in such Brand Art.
You acknowledge and agree that the price of a Cellaris DIGITAL ASSET and its corresponding Product are subjective. A lack of use or public interest in Cellaris DIGITAL ASSETs or the corresponding Product could negatively impact the potential utility or value of your Cellaris DIGITAL ASSET.
You acknowledge and agree that (i) Cellaris DIGITAL ASSETs and Artwork DIGITAL ASSETs are intended and offered solely for consumptive purposes and not as an investment, or for speculation, or financial gain; (ii) each Cellaris DIGITAL ASSET and Artwork DIGITAL ASSET has no inherent or intrinsic value (other than, with respect to the Cellaris DIGITAL ASSET, when such Cellaris DIGITAL ASSET is Redeemed); (iii) we cannot guarantee that any Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET will retain its original value; (iv) acquisition of a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET does not entitle you to any equity or ownership interest in any entity, project, or endeavor; (v) you may be unable to resell your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, and, with respect to the Cellaris DIGITAL ASSET, no representations are made as to the re-saleability of the corresponding Products; and (vi) no representations are made as to the financial value of Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSET (if any).
You acknowledge and agree that your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET or any cryptocurrency used to purchase a Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET may be lost, stolen or compromised due to bad actors or exploitations on the Polygon Network (MATIC) or Cellaris systems. You also acknowledge and agree that bad actors may attempt to impersonate you, create counterfeit versions of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, sell replicas of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET or misuse Content associated with or linked to your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET.
You acknowledge and agree that other digital assets on the Polygon Network (MATIC) and other blockchains may be of more value than DIGITAL ASSETs generally, and the introduction of new blockchain technologies and products may impact the value of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET.
You acknowledge and agree that the market for DIGITAL ASSETs is new and volatile, and that the price of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET as it relates to fiat currency may greatly decrease over a short period of time, impacting the liquidity of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET and price of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. You acknowledge and agree that we, or any of our licensors or partners, may go out of business, declare bankruptcy or cease operations, thereby decreasing the sue or value of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET.
You acknowledge and agree that once we accept your offer to Redeem the Product, we no longer have any responsibility (other than with respect to our obligations under “Shipping the Products”) of or title to such Product.
You acknowledge and agree that your Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs exist only by virtue of the ownership record maintained on the Polygon Network (MATIC). Any transfer of Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs occurs within the Polygon Network (MATIC) and not on the Service or Platform.
"Communication" means any customer agreements or amendments, disclosures, notices, responses to claims, transaction history, privacy policies and all other information related to your use of the Services that we may provide to you, including, but not limited to, information that we are required by law to provide to you in writing. We will give you any necessary Communications by posting them on our Platform. You authorize us to send any Communications and all changes to such Communications electronically. We may, from time to time, make announcements regarding Cellaris DIGITAL ASSETs or Artwork DIGITAL ASSETs, including, but not limited to, the availability of any Cellaris DIGITAL ASSET and your ability to Redeem your Cellaris DIGITAL ASSET, features, functions, services, products, rewards, or offers. All announcements will be made by us either on the Platform, by email and/or our dedicated social media accounts, including Discord and Twitter. You acknowledge and agree that it is your responsibility to check our Platform and these accounts for all announcements. Cellaris is not responsible for any missed opportunities for failure to check announcements, nor are we liable for the availability of the social media platforms.
We may include additional terms and conditions regarding your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSETs on our Website which may also be included in the metadata of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET. For information on how to access the metadata of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, please refer to our FAQs.
We do not warrant, promise, guarantee or make any representations regarding the accuracy, security, reliability or any use of the functions, features, operations, Content, Cellaris DIGITAL ASSETs, Artwork DIGITAL ASSETs, Platform, Services or other information we provide to you. We cannot and do not warrant your use of our Services, or the operation or function of our Platform, any component, feature, function, capability or offer or any products, software or services, will be uninterrupted or error free, or that defects or malfunctions will be corrected or that the site is free of viruses or other harmful elements.
Your use of our Platform is solely and fully at your own risk and you assume full responsibility for all costs and expenses associated with such use. We make no representations about the suitability, reliability, availability, timeliness and accuracy of our Website. OUR WEBSITE, PLATFORM, THE CELLARIS DIGITAL ASSETS, ARTWORK DIGITAL ASSETs, THE PRODUCTS AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED. EXCEPT AS IS REQUIRED BY LOCAL LAW, ANY WARRANTY OF ANY KIND IS EXCLUDED BY THIS SECTION.
CELLARIS IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. CELLARIS FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER IN THE AUCTION/SALE BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF CRYPTO ASSETS OR BETWEEN ANY USERS.
Neither we nor you will be responsible for any failure to meet any obligation which we or you have under these Terms which is caused by circumstances beyond our or your reasonable control. This includes, but is not limited to fire, flood, natural disasters, armed conflict, terrorist attack, labor matters, pandemic, technology or telecommunications failures, cyberattacks, or any unauthorized third-party activities. We will not be responsible or liable to you or any other party for errors or failures to execute any purchase of your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET, including, without limitation, errors or failures caused by: (i) your failure to follow our instructions; (ii) any loss of connection to our Platform or Services unless caused by our gross negligence; (iii) a failure of any software or device used by you to purchase your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET; (iv) any other failure to execute your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET purchase or for errors or omissions in connection with this activity unless caused by our gross negligence; or (v) any Platform Risk.
IN NO EVENT SHALL WE AND/OR OUR OFFICERS, SUPPLIERS, DISTRIBUTORS, DIRECTORS, PARTNERS, OWNERS, AGENTS, CONTRACTORS, OR REPRESENTATIVES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR WEBSITE, THIS AGREEMENT, THE USE OR PERFORMANCE OF OUR PLATFORM, THE DELAY OR INABILITY TO USE OUR PLATFORM, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY EVENTS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE OUR PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF OUR PLATFORM OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE OR ANY OTHER PARTY MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF CELLARIS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE OWNERSHIP OF THE CELLARIS DIGITAL ASSETS OR ARTWORK DIGITAL ASSETS, EXCEED THE AMOUNT OF THE INITIAL SALE OF THE CELLARIS DIGITAL ASSET ON OUR PLATFORM OR ARTWORK DIGITAL ASSET ON OPENSEA THAT IS THE SUBJECT OF THE CLAIM.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF CELLARIS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEB SITE, OR WITH ANY PART OF THIS AGREEMENT OR YOUR TRANSACTIONS WITH US, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICES. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS OUR LIABILITY OR YOUR REMEDIES UNDER THIS AGREEMENT.
You agree to defend, indemnify, and hold Cellaris, its affiliates, employees, officers, suppliers, distributors, directors, contractors, representatives and agents and partners (including alcohol brand owners) (“Cellaris Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Cellaris Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) any Feedback; (ii) your misuse of our Services or your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET (iii) your breach or alleged breach of these Terms or the representations or warranties that you have made in these Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or regulatory authorities in connection with your use of our Services or your Cellaris DIGITAL ASSET or Artwork DIGITAL ASSET; (v) information or material transmitted through your device used to access the site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (vi) any misrepresentation made by you (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Cellaris Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Cellaris Parties retain the exclusive right to settle, compromise and pay any and all Claims and Losses. Cellaris Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Cellaris Party.
If a Cellaris DIGITAL ASSET is Redeemed, Cellaris shall ship and/or arrange for shipping of the Product to you. By arranging for transportation or shipping of any Product under your instruction, we are providing a service to, and acting on your behalf. You affirm and represent that you have obtained any and all required permissions or consents, paid any required fees, and are using properly licensed intermediaries where required to receive the Products. Title to the Products passes to you once we approve your request to Redeem your Cellaris DIGITAL ASSET and at that time the risk of the responsibility of the Product will shift to you. Cellaris DIGITAL ASSET owner will be required to pay shipping fees and duties related to shipping their Product.
All Product shipments will be shipped according to Cellaris’s shipping policy which is incorporated herein by reference, and is available here, and may be updated form time to time. When you complete the process to Redeem your Cellaris DIGITAL ASSET, we will notify you by e-mail of the estimated date the Product should arrive to you. If your order does not arrive when intended, notification of lost items must be received by Cellaris within 30 days from receipt of our shipping confirmation e-mail.
Cellaris does not ship Products to certain jurisdictions that Cellaris determines in its sole discretion. For example, Cellaris will never ship alcohol to any jurisdiction that prohibits the shipment or consumption of alcohol. A list of jurisdictions to which we currently do not ship is available here. Cellaris may, in its sole discretion, provide reasonable alternatives for Cellaris DIGITAL ASSET owners in such restricted jurisdictions to Redeem their Product in a way that is compliant with applicable law. Such alternatives will be made available to the applicable Cellaris DIGITAL ASSET owner during the Redemption process. No contractual or other obligation to sell and ship the Products Redeemed via the Platform attaches or is final or binding on us unless and until we have completed our compliance checks of the individual seeking to Redeem a Cellaris DIGITAL ASSET.
In the event Cellaris ceases to operate, all Products will be made available for pickup or shipment subject to these Terms.
Prices and availability of the initial sale of Cellaris DIGITAL ASSETs and Artwork DIGITAL ASSETs are subject to change without notice. Errors will be corrected where discovered, to the extent feasible. We are not responsible for any errors with respect to the listed price of a Cellaris DIGITAL ASSET or availability of Cellaris DIGITAL ASSETs displayed on our Website, including any errors made by you when listing your Cellaris DIGITAL ASSET for sale. We have the right to change the price of a Cellaris DIGITAL ASSET before it is sold for any reason, including that the price was listed in error. We will not alter the price of an owners listing price arbitrarily. We are not responsible for any errors with respect to the listed price or availability of an Artwork DIGITAL ASSET. As noted above, all initial purchases of Artwork DIGITAL ASSETs are subject to the terms and conditions of OpenSea as well as these Terms.
Cellaris may offer areas and features which are accessible via a mobile device, like a smartphone. These features and areas may include the ability to upload content, make purchases, determine your location, and other similar activities. Note that standard messaging, data, and other fees may be charged by your carrier to engage in any activities which are available on your mobile device. If you have questions about these issues, please contact your carrier as Cellaris has no control, and are not responsible for such charges.
You agree that for the functions or services which are part of your registration with cellaris.io, we may send communications to your mobile device regarding the functions or services you have registered to be able to use on cellaris.io. You also agree that we may collect information related to your mobile device associated with your use of the features and areas which are accessible by your mobile device. Please see our Privacy Policy, available here, for more information.
The internal laws of France, without regard to any otherwise applicable choice of laws principles, shall govern any action related to these Terms of Service, the use of the Platform or the Services.
In the event of a dispute between you and us arising under or relating to the Platform or the Services, you hereby acknowledge and agree that by using the Platform or the Services, you are irrevocably agreeing to resolve any such dispute or claim through binding arbitration, as described below, instead of bringing an action in court. THIS MEANS THAT NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE OR CLAIM IN COURT OR TO HAVE A JURY TRIAL. YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS. YOU ACKNOWLEDGE AND AGREE THAT DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION.
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein. The number of arbitrators shall be one who shall be selected by Cellaris. The seat, or legal place, of arbitration shall be Florida. The language to be used in the arbitral proceedings shall be English. The governing law of the Terms shall be the substantive laws of Florida, applicable to contracts made, executed and wholly performed in Florida. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and Cellaris shall be responsible for their respective attorneys’ fees and expenses.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS THAT NEITHER YOU NOR CELLARIS MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER INDIVIDUALS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TERMINATION OF USE
We may terminate your cellaris.io account with or without cause at any time effective immediately. You are personally liable for any orders that you place or charges that you incur prior to termination. We reserve the right to change, suspend or discontinue all or any aspects of the site at any time without prior notice.
You agree that we and our agents, representatives, contractors, suppliers and others working on our behalf, may make improvements and/or changes in the Platform, the Services and the Content on the site, and all features, functions and/or services may change at any time without notice and without liability of any kind. You are responsible for compliance with applicable laws and regulations that apply to you, keeping in mind that access to our site may not be legal by certain persons or in certain countries. Even if we do not exercise some right or enforce some provision at any particular time, that does not mean we have waived that or any other right in any way. If any provision of our Terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. These Terms, comprise the entire agreement between you and us regarding the subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties with respect to same. These Terms are personal to you and you may not transfer, assign, or delegate any of them to anyone without our express written permission and any attempt to do so without prior written permission, will be void ab initio. These Terms will inure to the benefit of our successors, assignees, and licensees. The headings are included for reference only and have no effect on the meaning of any provision.
Cellaris is committed to making our Platform content accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content on this website, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please email our team at contact@cellaris.io with “Disabled Access” in the subject line and provide a description of the specific feature that you believe is not fully accessible or a suggestion for improvement. We take your feedback seriously and will consider it as we evaluate ways to accommodate all of our customers and our overall accessibility policies. Additionally, while we do not control third-party vendors, we strongly encourage vendors of third-party digital content to provide content that is accessible and user friendly.
Email: contact@cellaris.io
Address: 2, rue Raymond Boulogne, C41, 31500 Toulouse, France
SIRET: 95207619800011