When you (Purchaser, you) purchase Psychedelics Anonymous non-fungible tokens (NFTs) from Voltura Labs Pty Ltd (ACN 655 142 644) (Voltura Labs, us, we) you must agree to the terms and conditions set out in this document (NFT Terms) and the licence set out in the Annexure to these NFT Terms (Licence), which apply to you and any subsequent person to whom you sell the NFT(s) you purchased from us in the first instance.
Risk and title in any NFT purchase transfers to you upon purchase of the NFT and you are responsible for ensuring your Digital Wallet is accurately linked. If you lose your private key or login or seed phrase for your Digital Wallet you will likely lose access permanently to your NFTs stored in your Digital Wallet. We cannot recover any private key or seed phrase for your Digital Wallet
We do not offer refunds for purchases. However, where the Purchase Price has been paid in a Digital Currency and you are entitled to a refund for any reason, you agree the refund is to be made in the same form of Digital Currency used in the initial transaction, or at our option in Australian dollars equivalent to the value of the Digital Currency used in the initial transaction on the date the Purchase Price was paid, whether or not that is a greater or lesser sum.
You acknowledge and agree that we own all legal right, title and interest in all Intellectual Property Rights in the Art. Your rights in the NFT you Own are limited to those expressly stated in the Licence. We reserve all rights and ownership in and to the Intellectual Property Rights in the NFT you Own that are not expressly granted in the Licence.
These NFT Terms and the Licence may be terminated with immediate effect:
Termination of these NFT Terms does not affect the rights of the parties which have accrued prior to termination.
Upon termination of these NFT Terms or the Licence, the rights under the Licence will cease, including the rights to use, copy, display, and enjoy the Art associated with the NFT you Own, save that any physical objects you have created showing the art for your personal use shall be deemed to have a continuing personal licence to use.
You acknowledge and agree that:
We represent and warrant that:-
You warrant and assure us that in acquiring an NFT (from us or from a third party or existing NFT holder):
You represent and warrant to us that each of the Purchaser Warranties is true and accurate, and not misleading or deceptive as at the date of these NFT Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time an NFT or NFTs are provided to you.
You must disclose to us anything that has or will constitute a material breach of a Purchaser's Warranty or cause a Purchaser's Warranty to be untrue or inaccurate, as soon as practicable after you become aware of it.
Each party warrants and assures the other party that:
Where a warranty is given 'to the best of a party's knowledge, belief and awareness', or 'as far as the party is aware' or with a similar qualification as to the relevant party's awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party's directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquires as at the date of these NFT Terms.
In the absence of a material breach of these NFT Terms by us or the gross negligence, fraud or wilful misconduct by us when providing NFTs to you under these NFT Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing NFTs to you pursuant to these NFT Terms, including in respect of a Force Majeure Event.
Subject to clause 8.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any NFT depends or forks of those blockchain(s).
Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity.
Our total liability to you under any circumstances is limited to the amount for which an NFT was originally sold by us to you and we shall not be liable for any amount above that sum.
You must not begin legal proceedings in connection with a dispute arising out of or in connection with these NFT Terms unless the steps in this clause 11 have been followed. However, this limitation does not apply:
If a dispute arises out of or in connection with these NFT Terms (including the validity, breach or termination of it), a party may notify the other party to the dispute. The notice must specify the dispute and indicate that the notifying party wants the dispute to be referred to mediation.
the President of the Law Society of New South Wales or the Presiden's nominee, acting on the request of any party.
If the dispute is not resolved within 1 month after the appointment of the mediator, you may take legal proceedings in connection with the dispute
Each party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause 11, unless that party is compelled by an regulatory or government authority, court or tribunal to disclose that information.
These NFT Terms are governed by the laws of New South Wales and Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the New South Wales division of the Federal Court of Australia and the courts of appeal from them.
We reserve the right to amend these NFT Terms from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.
Where there is inconsistency between these NFT Terms and other content displayed as part of the Platform concerning the sale of NFTs, the content of these NFT Terms will prevail to the extent of any inconsistency
We will not be liable for any delay or failure to perform our obligations under these NFT Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these NFT Terms) (Force Majeure Event).
A provision of these NFT Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
The rights and remedies provided in these NFT Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these NFT Terms.
The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these NFT Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.
If any provision of these NFT Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these NFT Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
Each party must, at its own expense, do everything reasonably necessary to give effect to these NFT Terms and the transactions contemplated by it, including but not limited to the execution of documents.
Nothing in these NFT Terms constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these NFT Terms.
In these NFT Terms, a reference to the awareness or knowledge by you is a reference to the actual knowledge, information and belief you have as at the date of any transaction taking place pursuant to these NFT Terms.
Each party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these NFT Terms and the transactions contemplated by these NFT Terms including without limitation its own legal, accounting and corporate advisory fees.
In these NFT Terms:
Art means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that are associated with an NFT that you Own;
Business Day means any day except a Saturday or a Sunday or other public holiday in New South Wales, Australia;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these NFT Terms and where and to the extent the context permits, includes all associated Loss;
Corporations Act means the Corporations Act 2001 (Cth);
Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
Digital Wallet means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
Insolvency Event means the happening of any of the following events in relation to a body corporate:
Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including:
Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses);
Own means, with respect to an NFT, any NFT we have issued, that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
Platform means the Voltura Labs platform;
Privacy Policy means the privacy policy on the Website as may be varied from time to time.
Purchase Price means the amount advertised for the purchase (or pre-purchase) of any NFT or bundle containing an NFT, which may be denominated in a Digital Currency;
Purchaser Warranties means the warranties set out in clause 6.2.
Sales Tax means any form of value added tax including GST as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or other similar sales tax;
Third Party IP means any third party Intellectual Property Rights;
Website means https://psychedelicsanonymous.com and/or any other website we may operate from time to time.
Website Terms means the terms and conditions on the Website as may be varied from time to time; and
Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us.
The following rules of interpretation apply in these NFT Terms unless the context requires otherwise:
In this Licence:
Art means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that are associated with an NFT that you Own;
Counterfeit NFT means an NFT that contains art that is identical or substantially indistinguishable from the NFT you Own, including:
Digital Wallet means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including:
Marketplace means a software platform or software (including a Blockchain digital wallet) which permits the transfer, purchase or sale of an NFT, provided that the Marketplace at all times cryptographically verifies the NFT owner's right to Own the NFT;
Own means, with respect to an NFT, any NFT we have issued, that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
Revenue Share means 5%;
Third Party IP means any third party Intellectual Property Rights; and
Website means https://psychedelicsanonymous.com and/or any other website we may operate from time to time.