Mentions légales
Terms and Conditions of Use of NFTs
MCM Global AG
1. Introduction and definitions
1.1 These terms and conditions (the “Terms”) apply in the context of the redemption, transfer and use of an MCM NFT purchased by you or granted to you directly from MCM.
1.2 NFT is the acronym for “non-fungible token”, a type of cryptographic token on blockchain that represents a unique digital or real asset that is non-fungible in the sense that any transfer of an NFT from one subject to another is essentially irreversible.
1.3 An MCM NFT is an NFT minted by MCM (or on behalf and for the account of MCM) on the Ethereum or Polygon blockchain that is associated with digital content of any type (“Digital Representation”), be it an artwork, design, product design, trademark, logo, information, animation, video, drawing and/or other digital content owned by or licensed to MCM.
1.4 An MCM NFT only exists by virtue of an ownership record maintained on the Ethereum or Polygon blockchain, and is stored on the Ethereum or Polygon blockchain. All smart contracts associated to an MCM NFT are executed on the decentralized ledger within the Ethereum or Polygon blockchain.
1.5 The Digital Representation is stored through a public decentralized network InterPlanetary File System (“IPFS”) which is not under the control of MCM. Any potential description and images of the Digital Representation (if any) are provided for illustrative purposes only, without any guarantee of accuracy, and MCM reserves the right to change the Digital Representation associated with an MCM NFT at any time.
1.6 By acquiring or being granted an MCM NFT by MCM, you agree to be bound respectively by (i) these Terms and (ii) any potential additional documents referred to herein (if any).
1.7 The MCM NFTs are not a financial instrument under the Federal Financial Services Act of 15 June 2018 and are not designed to be an investment.
2. Redemption
2.1 You may redeem your MCM NFT in the following way:
a) You will receive an email including the NFT redemption link along with instructions for setting up a digital wallet if necessary and receive your NFT on your digital wallet;
b) You must link a digital wallet compatible with the redemption website in order to receive and store your NFT. Compatible digital wallets include Metamask and any digital wallet compatible with wallet connect;
c) connect your digital wallet and redeem the related MCM NFT within 15 (fifteen) days after having received the email including the relevant NFT redemption link.
2.2 For any problem or issue relating to the redemption of the MCM NFT, please contact MCM’s Customer Service at the following email address: contact.eu@mcmworldwide.com.
2.3 Should you have purchased the MCM NFTs (or sold it as set out in Section 6), you will be solely responsible to pay any and all sales, use, value-added and other taxes, customs, import or export, or other duties and assessments, as well as any amounts levied in lieu thereof now or hereafter claimed or imposed by any national, supranational, federal, state, local or other jurisdiction (including any interest thereon and penalties in respect thereof) associated with your MCM NFTs. Following the transfer of your MCM NFTs, you assume all responsibility for any tax obligation to be complied with in your country of residence, including but not limited to the correct tax treatment to be applied to the transfer of your MCM NFTs, obligation to file any tax return or communication to the relevant tax authorities concerning MCM NFTs and/or related cryptocurrencies, releasing MCM for all purposes from any liability or obligation.
3. Risks
You acknowledge and agree that the purchase or entitlement granted to you by MCM to benefit from an MCM NFT carries at least the following risks, for which we shall not be responsible:
3.1 NFTs are highly subjective and have no inherent or intrinsic value. Hence, we do not warrant that your MCM NFT will have or retain any value.
3.2 There are risks inherent to the use of internet-based assets such as NFTs. Those risks include but are not limited to: the inability to access or use your crypto wallet, the MCM NFT (including the Digital Representation) or the MCM website for any technical reason not limited to the following: blockchain, smart contract, crypto wallet malfunctions, disruptions, errors, delays or any other technical issue you may encounter when using our services or any third parties’ services in relation to the MCM NFTs, server failure or data loss, hardware, software or internet connection failure, malicious software introduction or tampering, unauthorized access to your information or crypto wallet.
3.3 MCM shall have no control or responsibility over the transfer and the management of the MCM NFT on your crypto wallet. You further acknowledge that (i) you are solely responsible for ensuring the security and confidentiality of the private key of your crypto wallet and associated passwords, and that (ii) you are solely responsible for the storage and access to your MCM NFT through your crypto wallet.
3.4 MCM makes no warranty whatsoever about the availability of the MCM NFTs or that we will host the MCM NFTs at any specific location, and/or for any specific period of time. You acknowledge and accept that MCM will not be held responsible for any of your loss of access to your MCM NFT due to the loss of your private keys, associated password or any error on your part; or due to any hacking, security weakness, fraud, cyberattack or any other technology-related issue that is not due to our actions.
3.5 The regulatory regime of blockchain and non-fungible token technologies is still evolving, hence new regulations or policies may materially and adversely affect the development of the Ethereum or Polygon blockchain or any of our non-fungible token-related services, and thereby the utility or value of your MCM NFT. You acknowledge and accept that MCM is not responsible for the risk associated with the potential changes in the regulatory framework of blockchain and non-fungible token technologies, including cryptocurrencies and other tokens.
3.6 You acknowledge and agree that MCM cannot guarantee that the physical asset to which the ownership of an MCM NFT may entitle you to, if any, will accurately reflect the Digital Representation of the MCM NFT.
4. Ownership and license
4.1 Ownership of an MCM NFT is mediated entirely by the Ethereum or Polygon blockchain, which MCM does not operate and is not responsible for. MCM may not be able to seize, freeze, or otherwise modify the ownership of an MCM NFT once it has been minted.
4.2 MCM and/or its licensors owns all rights, title and interest, including intellectual property rights in relation to the Digital Representation. As a consequence thereof, You understand and agree: (i) that your ownership of an MCM NFT does not give you any rights or licenses in or to the associated Digital Representation, whether now or hereafter created, other than those expressly contained in these Terms; (ii) that you do not have the right, except as otherwise expressly provided in these Terms, to reproduce, distribute, publicly display, publicly perform, create derivative works of, or otherwise commercialize any elements of the Digital Representation without MCM’s prior written consent in each case, which consent MCM may withhold in its sole and absolute discretion; and (iii) that you will not apply for, register, or otherwise use or attempt to use any of MCM’s trademarks, trade dress or service marks, or any confusingly similar marks, anywhere in the world without MCM’s prior written consent in each case, which consent MCM may withhold at its sole and absolute discretion.
4.3 To the extent that the Digital Representation associated with the MCM NFTs contains licensed intellectual property from third parties, including an artist, celebrity, athlete, or other public figure (“Third Party IP”), you understand and agree as follows: (i) that you will not have any ownership right, title and interest in and to such Third Party IP and you will not have the right to use such Third Party IP in any way except as incorporated in the Digital Representation, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, MCM may need to pass through restrictions on your ability to use the Digital Representation; (iii) that you cannot reproduce the MCM NFT on any physical support; (iv) to the extent that MCM informs you of such restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this section will survive the expiration or termination of these Terms.
4.4 Subject to your continued compliance with these Terms, MCM and its licensors, if any, grant you a limited, revocable, worldwide, non-exclusive, non-transferable, fully paid-up license with no right to sublicense to use and display the Digital Representation that is accessible by your MCM NFT solely for your own personal non-commercial use (the “Permitted Uses”).
You are also granted the right to execute the smart contract associated with your MCM NFT on the Ethereum or Polygon blockchain for the Permitted Uses.
Depending upon the terms of the smart contract associated with your MCM NFT, the Permitted Uses may include on occasions the displaying and sale on third parties’ marketplace or third party website or application of your MCM NFT; provided, however, that such marketplace or website/application cryptographically verifies each NFT owner’s rights to display the Digital Representation that is made accessible by their MCM NFT to ensure that only the actual owner can display the Digital Representation. In this regard, MCM and its licensors, if any, grant only the actual NFTs’ owner rights to display the Digital Representation on the third party web applications as specified in these Terms.
4.5 Such rights on the Digital Representation are to be considered granted limited to the time you are owner of the MCM NFTs. Accordingly, the same rights will be considered automatically transferred from time to time with the ownership of the relevant NFTs. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason, you will have no further rights in or to the Digital Representation that is made accessible by that NFT. MCM and its licensors, if any, reserve all rights in and to the Digital Representation not expressly granted to you in these Terms.
5. Restrictions
5.1 You agree that you may not, nor permit any third party to do or attempt to do any of the following without MCM's express prior written consent in each case: (i) alter, cut, disassemble, or modify the MCM NFT such as, notably, by removing, deleting or obscuring any copyright, trademark or other intellectual property notice on the MCM NFT, or incorporate it, wholly or partially, into other digital items; (ii) modify, distort or perform any other change to the Digital Representation in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (iii) use the Digital Representation as a brand or trademark or to advertise, market, or sell your products, services and professional activity or any third party product or service or professional activity; (iv) use the Digital Representation in connection with images, videos, or other forms of media that promote, depict or reference drug use, hatred, sexually explicit activities, pornography, weapons or ammunition, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities as well as, more generally, detrimentally affect MCM’s image or reputation; (v) use the Digital Representation in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (vi) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Representation (unless permitted as a Secondary Sale within the meaning of Section 6); (vii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Representation; (viii) use the Digital Representation in connection with defamatory or dishonest statements about MCM and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of MCM or represent or imply that your exercise of the license in Section 4.4 is endorsed by MCM and/or its affiliated companies; or (ix) otherwise utilize the Digital Representation for your or any third party's commercial benefit. The restrictions in Section 5.1 will survive the expiration or termination of the license granted in Section 4.4.
5.2 The license granted to you in Section 4.4 does not include: (i) the right to use the Digital Representation to create additional NFTs; (ii) the right to create derivative works of the Digital Representation; (iii) the right to, and you may not, use any MCM trademarks in connection with the exercise of your license in Section 4.4. No MCM trademarks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Digital Representation, other representation, name or mark that may be confusingly similar to the MCM trademarks. The limitations in Section 5.2 will survive the expiration or termination of the license granted in Section 4.4
5.3 You acknowledge and agree that if you breach these Terms and in particular the provisions of Sections 5.1 and 5.2, MCM reserves the right to (i) immediately burn your MCM NFT and accordingly terminate your access and use of the MCM NFT, including your right to claim any Special Benefits associated to the MCM NFT if not already claimed, according to Section 7, and (ii) initiate any action available to it to obtain remedy in law or equity. In any such event, you will not receive a refund of any amounts you have paid for such MCM NFT or the physical item associated with the MCM NFT.
6. Secondary sales
6.1 You may have the right to transfer your MCM NFTs to a third party depending upon the terms of the smart contract associated to your MCM NFT (“Secondary Sales”). Should this entitlement be included as a Permitted Use in your MCM NFT, for each Secondary Sale of MCM NFTs and, to facilitate such Secondary Sales, you undertake to give MCM any information and/or personal data needed to facilitate such transfer.
6.2 Should any such Secondary Sale be allowed, any Secondary Sales shall in any case however be subject to your compliance with the following requirements:
• you provide written notice to the intended transferee before the sale (a) of these Terms, (b) that the sale of the MCM NFT, its exercise of rights in relation to it and the associated Digital Representation is and will remain subject to these Terms and that (c) a corresponding obligation will also be imposed on any person or entity to whom the MCM NFT may subsequently be transferred and so on in perpetuity such that these Terms shall apply to the MCM NFT forever;
• you make the transfer on a third-party secondary market platform based on the Ethereum or Polygon blockchain that (a) verifies that the blockchain identifies your public blockchain address as the owner of the corresponding NFT and (b) conforms to the highest industry standards and customs regarding royalty collection and payment;
• you pay (or cause to be paid) an applicable royalty equal to 10% of the sale price payable to MCM that shall be deducted from the sale price. This will be applicable to all successive owners reselling the MCM NFT;
• additional commissions, royalties and/or any other fees may apply to sales carried out through some third-party platforms for which you and/or the transferee (as the case may be) shall be solely responsible;
• you are solely responsible for any network and platform fees, such as gas fees, that may apply as well as any transaction duties imposed by law;
• the transfer complies with applicable laws and regulations, and with the terms of the third-party secondary market platform on which you operate the transfer;
• prior to the transfer, you have not breached these Terms or your rights in the MCM NFT have not been terminated;
• the transferee owns the digital wallet connected to its account on the third-party secondary market platform;
• the transferee’s digital wallet is not owned by or associated with a person (i) located or residing in any country that is subject to or target of any comprehensive or country-wide or territory wide sanctions, embargoes or restrictive measures (including notably embargoes on products such as the MCM NFT), enacted by the United Nation security council, the European Union (and/or any European Union member state), the United Kingdom, the United States, Switzerland and/or any other relevant governmental authority, (ii) under the control of, owned by, acting on behalf of or affiliated with a person or entity that (a) is engaged in the development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles, (b) is on a sanctions list of the United Nations, the European Union, any Member State of the European Union, the United Kingdom, Switzerland and/or the United States, (c) is listed on the U.S. Department of State’s Terrorist Exclusion List, or (d) is listed on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List or Foreign Sanctions Evaders List.
6.3 You acknowledge and agree that, upon the secondary market transaction pursuant to this Section, (i) your access and use of the MCM NFT as well as any associated benefit – if any (not claimed by you prior to the transaction) shall terminate; and (ii) the MCM NFT as well as your right to claim an associated benefit – if any - shall be transferred to the transferee.
6.4 The MCM NFT will only be delivered by way of a transfer to the transferee’s crypto wallet after the payment of the royalty is completed. MCM shall have no liability to you (nor to any other person including, without limitation, any transferee) in relation to any secondary market transactions and any consequences thereof.
6.5 To the extent you (or any successor) transfer or sell the MCM NFT and do not include a provision in your transfer documentation that imposes the restrictions set out in Sections 5.1 and 5.2 on the person or entity to whom the MCM NFT was transferred or sold, you (and any successor) agrees to fully indemnify MCM and its licensors against any claim brought against MCM and its licensors in relation to the restrictions contemplated in Sections 5.1 and 5.2 and reimburse MCM for the costs it incurs in seeking to enforce or impose the restrictions set out in Sections 5.1 and 5.2.
6.6 MCM has no control over the payments of the Secondary Sales of the MCM NFTs, and MCM is not in the position to reverse any payments or transactions related to any operations with the MCM NFTs. Therefore, MCM has no liability to you or to any third party for any claims, damages or malfunctioning that may arise as a result of any payments executed for the purposes of purchase of the MCM NFTs or transactions.
6.7 You are aware that the value of the MCM NFTs is subjective and therefore can be volatile. Therefore, you acknowledge that MCM cannot guarantee that any MCM NFT will retain their original value.
7. Special Benefits
7.1 From time to time, MCM may choose to extend special access or other opportunities (collectively, “Special Benefits”) to holders of a particular MCM NFT or collection of MCM NFTs. To illustrate, a Special Benefit could provide holders of a particular MCM NFT or collection of MCM NFTs with the opportunity to access exclusive content, access non-exclusive content before members of the general public, obtain discounts on purchases, redeem physical goods or merchandise, or access other perquisites as determined by MCM in its sole discretion.
7.2 Any Special Benefits will be described at the time they are offered. All details and other restrictions on any particular Special Benefit not specified at the time it is offered will be determined by MCM in its sole discretion.
7.3 Special Benefits are subject to availability as determined by MCM in its sole discretion. MCM may impose a limit on the number of Special Benefits that may redeemed in the aggregate or per account, per day, per MCM NFT or collection of MCM NFTs or per any other generally-applicable metric that may be selected by MCM from time to time in its sole discretion.
7.4 MCM reserves the right to modify, amend or revise the Special Benefits it makes available. Members may not rely on continued availability of Special Benefits in general or any particular Special Benefit. The type of NFT required to access any Special Benefit may be changed, any Special Benefit may be withdrawn, and restrictions on any Special Benefit or its redemption may be imposed by MCM or its designee or the third party business partner supplying the Special Benefit. MCM reserves the right to substitute Special Benefits of comparable or greater value if any redeemed Special Benefit becomes unavailable for any reason. Physical Special Benefits will be fulfilled within a timeline to be communicated by MCM. Special Benefits pictured in advertising, marketing, promotional or publicity materials are for illustrative purposes only. The actual Special Benefit may vary from the Special Benefit pictured.
7.5 Users shall be solely responsible for all federal, state, and/or local taxes including, without limitation, income taxes and any reporting consequences thereof in connection with a Special Benefit. Special Benefits do not constitute property of a user, have no cash value, may not be redeemed for cash and may not be sold, auctioned, bartered, brokered, purchased, transferred, assigned or used to engage in any gambling activity. Any Special Benefit obtained in this manner by any person or entity will be considered to have been fraudulently obtained and deemed void and such Special Benefit may be confiscated or cancelled.
7.6 If you own a MCM NFT or collection of MCM NFTs that entitles you to a Special Benefit that requires MCM to share your account information with a third party, you hereby consent to such sharing to facilitate your ability to access the Special Benefit. Physical Special Benefits will be shipped only to the address currently on file with MCM for the applicable user’s account and will not be shipped to any other person or address.
7.7 MCM may modify the methods through which Special Benefits can be earned, how Special Benefit can be used, the types or “classes” of Special Benefit available, and the conditions under which Special Benefit may expire or be forfeited, at any time, with or without notice, even though these changes may affect a user’s ability to use the Special Benefit that he/she has already earned.
7.8. Some Special Benefits will be offered on a first come, first serve basis or otherwise capped. Users may not rely on continued Special Benefit availability. MCM makes no representation or warranty about the number or type of Special Benefits that may be available. If the MCM web application terminates, the Special Benefits that may have been available prior to termination may become unavailable. Any Special Benefit associated with a particular MCM NFT, collection of MCM NFTs, or user account at the time of termination will be forfeited and no compensation will be provided.
7.9. MCM may suspend or cancel your access to a Special Benefit at any time with immediate effect if MCM determines in its sole discretion that you (a) have acted in a manner inconsistent with applicable laws or ordinances; (b) acted in a fraudulent or abusive manner; (c) breached any of these Terms; (d) engaged in any fraud or abuse concerning Special Benefit; or (e) engaged in any conduct or act that causes MCM to terminate or suspend your access to the MCM web application. MCM may also take appropriate administrative or legal action if any of the items listed above occurs. Nothing contained in these Terms shall limit MCM in its exercise of any legal or equitable rights or remedies.
7.10 MCM shall not be responsible or liable for, and is hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in a Special Benefit or from entrants’ acceptance, receipt, possession and/or use or misuse of the Special Benefit. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPECIAL BENEFITS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND FOX HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
8. Disclaimers of Warranties
8.1 To the maximum extent permitted by applicable mandatory laws, the MCM NFTs are proposed “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose, and we hereby disclaim any and all such warranties, express and implied.
8.2 MCM will not be liable to you and/or any user for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the MCM NFT.
8.3 In addition, MCM is not responsible for:
• any kind of failure, abnormal behaviour of software (e.g., smart contract, crypto wallet), blockchain or any other features of the MCM NFT, the correct operation of third party services, and casualties due to late report by developers or representatives (or no report at all) of any issues with the Ethereum or Polygon blockchain supporting the MCM NFT, including forks, technical node issues or any other issues having fund losses as a result;
• any loss and to any losses, damages or claims arising from (i) server failure or data loss, (ii) user errors such as forgotten passwords, incorrectly constructed transactions or mistyped crypto wallet public addresses, (iii) any unauthorized third party activities, including without limitation the use of viruses, phishing, or other means of attack against the Ethereum or Polygon blockchain, (iv) unauthorized access to the contents, or (v) corrupted crypto wallet files;
• the nature, security, contents, correctness, quality, operation, performance, character, integrity, availability, condition, accuracy, metadata, persistence, uninterrupted access, behaviour or technical details of the MCM NFT;
• failures of electronic equipment, computer hardware or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications or entry information;
• other problems or errors of any kind whether viruses or technical or mechanical malfunctions, interrupted or unavailable cable or satellite systems, computer, network, mechanical, human, electronic, typographical, printing or otherwise including, without limitation, errors or problems which may occur in connection with the provision of the MCM NFT;
• electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in your e-mail account to receive e-mail messages;
• if the MCM NFT cannot be awarded due to any of your acts and or omissions (including the provision of incomplete, outdated and/or incorrect information) and/or due to delays or interruptions due to any acts of God, natural disasters, terrorism, strikes, weather, or any other similar event beyond MCM’s reasonable control;
• any damages, injuries or losses of any kind resulting from awarding, acceptance, possession, use, misuse, loss, misappropriation or misdirection of any MCM NFT; or
• MCM does not warrant that the Digital Representation meets your expectations, is error-free, reliable, correctly programmed, compatible with other computer systems, up-to-date, compatible with your crypto wallet or that defects in the MCM NFT or Digital Representation can or will be corrected.
9. Exemption of Liability
MCM shall be exempted from liability with regards to any prejudice you may suffer as a direct or indirect result of a breach of these Terms to the largest extent admitted under applicable law.
10. Force Majeure
10.1 MCM will not be responsible or liable for the failure to perform its obligations under these Terms or delay in such performance caused by an event that is out of our reasonable control, when such delay or failure is caused by any force majeure event defined, without limitation, as (i) acts of war or civil insurrection, invasion, hostilities, terrorist threats or acts, national emergencies (ii) acts of God, (iii) earthquake, flood, fire, epidemic, pandemic and resulting governmental mandatory measures, tsunami, or (iv) industry-wide supplier failure, unavailability of materials or interruption or unavailability of cable, satellite systems, computer or network.
10.2 During a force majeure event, MCM shall however promptly notify you of the force majeure event and will use all commercially reasonable efforts to promptly correct such delay or failure in the performance of its obligations or to ensure the effects of such force majeure event are minimized. If the delay or failure to perform remains unresolved for a period of thirty (30) consecutive days following the notice given by MCM, MCM may terminate these Terms upon fifteen (15) days’ prior written notice.
11. Your Representations and Warranties
11.1 You represent and warrant that you are at least eighteen (18) years old on the date of the redemption of an MCM NFT (if any), and that your performance of your obligations will not breach any applicable laws or regulations and that you will meet all the conditions set forth in these Terms.
11.2 You further represent and warrant that you are (i) not located and are not a resident of any country that is subject to or target of any comprehensive or country-wide or territory-wide sanctions, embargoes or restrictive measures (including notably embargoes on products such as the MCM NFT), enacted by the United Nation security council, Australia, Canada, the European Union (and/or any European Union member state), the United Kingdom, the United States, Switzerland and/or any other relevant governmental authority, (ii) not a person under the control of, owned by, acting on behalf of or affiliated with a person or entity that (a) is engaged in the development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles, (b) is on a sanctions list of the United Nations, the European Union, any Member State of the European Union, the United Kingdom, Switzerland and/or the United States, (c) is listed on the U.S. Department of State’s Terrorist Exclusion List, or (d) is listed on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List or Foreign Sanctions Evaders List.
12. Indemnity
You agree to indemnify and hold harmless MCM, its affiliates and their officers, directors, employees and agents, respectively its licensors from and against any claims, disputes, demands, liabilities, damages, losses, costs, fines and expenses, arising out of or in any way connected with (i) your use of the MCM NFTs or (ii) your violation of these Terms or applicable laws
13. Data Protection
13.1 We process the personal information you provide us to provide you with the MCM NFT, deliver (as the case may be) any physical item to your address, and manage our commercial relationship with you pursuant to these Terms. More information on our processing of your personal information is available in the dedicated privacy policy accessible on our MCM website (“Privacy Policy”).
13.2 You have certain rights regarding the processing of your personal information including the right to access, rectify, erase, and to receive your personal information in an interoperable electronic format and to obtain its transmission to a third party (right to portability) and the right to lodge a complaint with a supervisory authority under the conditions set out in the Privacy Policy. Please read this Privacy Policy carefully and make sure that you fully understand it. If you have any concerns or questions regarding our processing of your personal information, please feel free to contact us via email at: contact.eu@mcmworldwide.com.
14. Termination
14.1 The rights granted to you under these Terms on your MCM NFT shall automatically terminate if, at any time:
• you breach or fail to comply with any of these Terms or any of the third party services’ terms of service (including, for each of those terms and without limitation, breach of any of the representations set out therein);
• you use the MCM website, the Ethereum or Polygon blockchain or the MCM NFT in any unauthorized or unlawful manner as specified in these Terms or in any fraudulent manner;
• you engage in any unlawful business practice in relation to non-fungible tokens or any other blockchain-related technologies;
• you fail to provide any information requested by MCM where we have reasons to believe that you are involved in money laundering or any other illegal activity;
• you provide any false, outdated, incomplete or otherwise inaccurate information; and/or • any of the third parties providing services to you in the context of the MCM NFT such as the Ethereum or Polygon blockchain, ceases to provide its services, in so far as such services are necessary for the exercise of the licensed rights.
14.2 Consequences of termination may include (at our discretion), but is not limited to:
• burning the MCM NFT;
• removing your access to the MCM NFT;
• withdrawing your right to claim the Special Benefit – if not already exercised;
• terminating your use of the MCM NFT and any associated intellectual property, notably in so far as the license granted to you under Section 4.4 is concerned;
• deleting all account information related to the MCM NFT from the MCM website and/or the Ethereum or Polygon blockchain; and/or
• hindering any further use or access to the MCM website and/or the Ethereum or Polygon blockchain by you.
15. Miscellaneous
15.1 Assignment
We may assign or transfer our rights and obligations under these Terms to another organization. In that case, such assignment or transfer shall not affect the rights and obligations set forth under these Terms, provided that we would not be liable for any obligations accrued after the effective date of the assignment. Except as expressly provided under these Terms, you may not assign or transfer any of your rights and obligations under these Terms.
15.2 Exclusivity
These Terms are entered into by and between you and us, and is exclusive of any third party who is not a party to these Terms (except the transferee). Any such person shall have no rights to enforce any of the Terms’ provisions. The rights of the parties to terminate, rescind or agree to any variation, waiver or settlement under these Terms are not subject to the consent of any third party.
15.3 Severability
Each section of these Terms operates independently. If any section is deemed unlawful or unenforceable by any court or relevant authority, it shall not affect the validity and enforceability of the other provisions of the Terms.
15.4 No Waiver
In case we fail to enforce any of your obligations under these Terms, if we do not enforce our rights against you, or if we delay in doing so, it shall not be construed as a waiver of our rights against you nor does it discharge you from complying with those obligations.
15.4 Entire Agreement
These Terms contain the complete and exclusive agreement and understanding between you and us concerning the subject matter of these Terms, and supersede all prior and contemporaneous proposals, agreements, understandings, negotiations, representations, warranties, conditions, and communications, oral or written, between you and us relating to the same subject matter.
15.5 Amendment
MCM reserves the right to amend these Terms at any time without advance notice. Any amendment shall be effective on the date the new version is published on the MCM website at https://ch.mcmworldwide.com, and shall apply to any transaction made after such version has been published.
16. Governing Law and Jurisdiction
16.1 These Terms are subject to Swiss Law, at the exclusion of its Private International Law Statute
16.2 Any dispute arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the Handelsgericht of Zurich, to which the parties hereby agree to be irrevocably submitted.
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