HUMXN

Mint

HUMXN Terms and Conditions

Welcome to HUMXN! Please read these terms (“Terms”) carefully before purchasing or accepting any transfer of a HUMXN NFT.

These Terms describe the rules governing your use of our website, the HUMXN NFTs, and the Content (each term, as defined below). These Terms form a binding agreement between you (the person holding a HUMXN NFT, referred to in these Terms as “you”, “yours”, or “holder”) and HUMXN XYZ, LLC (referred to in these Terms as “Company” or “we” or “ours”).

To contact us, please email contact@humxn.xyz

By visiting our website and by purchasing and/or selling the HUMXN NFTs (through our website or on the secondary market, as applicable) you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PURCHASE OR OTHERWISE ACCEPT THE TRANSFER OF HUMXN NFTs AND PLEASE REFRAIN FROM USING OUR WEBSITE.

By agreeing to these Terms, you also represent that you have the capacity to enter into this binding agreement, that you are at least 18 years old, and at least the minimum age of lawful capacity to enter into and form a binding contract in your applicable jurisdiction (or if you are an entity, the individual agreeing to the Terms must have the legal authority to bind the entity).

You may not use this website, the HUMNX NFTs, and the Content associated with the HUMXN NFTs for any illegal or unauthorised purpose nor may you, in the use of the NFTs and the Content, violate any laws in your jurisdiction (including but not limited to copyright laws).

You may only access our website if the purchase of HUMXN NFTs is not prohibited in your jurisdiction, you are not a Restricted Party (as defined below).

We do not represent that the website (and any of the content on our website) is appropriate for use or available in your location.

We may occasionally make changes to these Terms. We will let you know if any changes significantly affect your ability to use the Content. However, it is your responsibility to read the Terms, as updated from time to time.

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.

Please note that the Terms were most recently updated on: 15/02/2023

  • INTERPRETATION
    • Definitions

      Content

      has the meaning given in section 2.

      Database Location

      has the meaning given in section 2.

      HUMXN NFT

      has the meaning given in section 2.

      Illicit Use

      refers to any use which is libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations, along with any use in connection with images, videos, or any other media which depicts or could reasonably be found to constitute hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech.

      Intellectual Property

      refers to any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, performance rights and know-how.

      Materials

      has the meaning given in section 6.

      Metaverse

      refers to the web-based interactive environment dedicated to the HUMXN project that is being developed by the Company in connection with the HUMXN NFTs (as made available through the website).

      Mint

      has the meaning given in section 3.

      Non-Commercial Licence

      has the meaning given in section 5.

      Restricted Party

      refers to any person that is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; or resident in a country or jurisdiction under a U.S. embargo enforced by OFAC.

      Royalties

      refers to the amount of fees applied by the Smart Contract to the transfer of HUMXN NFTs (for value) from a current holder to a new holder, which is automatically transferred by the Smart Contract to the Company.

      Smart Contract

      the transaction protocol governing the Mint and the transfer of HUMXN NFTs on the Ethereum Network.

      Third Party Content

      has the meaning given in section 6.

      Wallet

      refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Ethereum Network, and (subject to any technological restraint), to manage information (including any form of cryptographic asset) that is attributable to that unique identifier (including, for example, transferring any information).

      Website

      refers to the website available at: https://humxn.xyz

    • Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
  • WHAT ARE HUMXN NFTS?
    • The HUMXN collection includes 400 utility-based non-fungible tokens recorded on the Ethereum blockchain (each, a “HUMXN NFT”).
    • Each HUMXN NFT contains metadata pointing towards a unique database location (“Database Location”). When you buy or otherwise receive a HUMXN NFT, what you own is the non-fungible token recorded on the Ethereum Network (i.e., the HUMXN NFT) as opposed to the content uploaded on the Database Location (“Content”). Your rights to the Content are only as outlined in section 5 below.
  • HOW TO BUY A HUMXN NFT?
    • Subject to availability, and to your inclusion in our whitelist, when you connect your Wallet to our website https://humxn.xyz/ you will be able to submit a mint transaction on the Ethereum blockchain, which will automatically transfer the price of the HUMXN NFT (as indicated on the website at the time of purchase) to us and generate the HUMXN NFT (the “Mint”).
    • Ethereum applies a “gas” fee which you must pay directly to the network. Depending on the amount of gas you use, Mints may fail or take a while. We have no control over that. Your Mint is only accepted if you pay enough gas for the transaction to complete. Once the Mint completes, your HUMXN NFT will be attributed to your Wallet.
  • WHAT UTILITY COMES WITH THE HUMXN NFTS?
    • The HUMXN NFTs will provide their holders with a range of benefits (“Utility”).
    • At this stage, the Utility provided to you, as a holder, is that of being able to access the Metaverse (by connecting your Wallet to our website) and to interact with the Metaverse using a 3D version of the HUMXN character (“Character”) incorporated in the Content that is associated with your HUMXN NFT.
    • In addition, we plan to allow holders to:
      • acquire and trade digital assets (each, distributed through separate non-fungible tokens) through the Metaverse, such digital assets ranging from hair styles, makeup, sneakers, accessories, and even environments, with which to customise the Characters, and the environment in which Characters are placed (“Accessories”); and
      • replace the Content associated with their HUMXN NFT with a new instance of the Content (in the form of a new render of the Character customised using Accessories). That will allow holders to display the new Content (i.e., the render of the customised Character) when accessing the HUMXN NFTs through platforms and applications that support the display of content associated with non-fungible tokens (for example, oncyber.io).
    • Please note that, whilst we endeavour to expand the Utility in the manner described in section 4.3 above, we have no duty or obligation to provide you with any such benefits. New benefits may be subject to additional terms and conditions, which may be presented to you at the time new benefits are made available.
  • NON-COMMERCIAL LICENCE
    • Subject to your continued compliance with these Terms, if you lawfully hold a HUMNX NFT, we grant you a limited, worldwide, non-exclusive, revocable, non-sublicensable, non-transferable (except as described in section 7), royalty-free licence to use, copy, and display, and perform the Content for personal non-commercial uses (“Non-Commercial Licence”). The Non-Commercial Licence does not include the right to commercialise, create derivative works from, or modify the Content (unless such modification to the Content is made pursuant to the Utility, as described in section 4 above), and these and all other Intellectual Property rights in and to the Content, and any other Intellectual Property rights of the Company not expressly licensed herein, as between you and the Company, are reserved by the Company.
  • WHAT YOU CANNOT DO
    • We retain all rights to our logos, trade marks, service marks, and trade dress associated with the Company and the HUMXN NFTs (“Materials”). You may not use the Materials for any use that would require a license from us, including to register any domain names or social media accounts using part of the Materials or to advertise or promote any products or services.
    • You acknowledge that the HUMXN NFTs and the Content may contain artwork, images, video, content or other works of authorship, logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by us (“Third Party Content”), and that breach of the restrictions set forth in these Terms may result in your infringement of Intellectual Property and other third-party rights in such Third Party Content, for which you will be solely responsible.
    • You agree not to do any of the following, or to allow or help anyone else to do any of the following, unless we have approved it in advance in writing:
      • use our website, the HUMXN NFTs and the Content, or any part thereof, for or in connection with any Illicit Use, or for any offensive, immoral or unlawful purpose or activity, or in a manner capable of bringing our reputation and/or the reputation of our community into disrepute;
      • use any of our Materials (including, without limitation, the HUMXN brand name or logo) for any purpose or do anything to represent or imply that your exercise of the Non-Commercial Licence granted in section 5 is endorsed by us or our affiliates;
      • attempt to register any trade mark, social media or other account or address, domain name, copyright, or other Intellectual Property rights in or to, or incorporating, the Content or our Materials or take any other step to acquire additional Intellectual Property or other rights in the foregoing;
      • use the Content in connection with statements which are defamatory, dishonest, or which otherwise damage the goodwill, value or reputation of us or our affiliates.
  • WHAT HAPPENS WHEN YOU TRANSFER THE HUMXN NFTS?
    • You may transfer a HUMXN NFT to someone else only if the transfer: (i) is made in accordance with this section 7; (ii) complies with any applicable law and/or regulation; (iii) results in you sharing these Terms with the recipient who has accepted and agreed to comply with them; and you have not (iv) previously breached these Terms and the Non-Commercial Licence granted to you under section 5 or it has not been revoked or otherwise terminated.
    • All transfers (including the sale) of the HUMXN NFTs are subject to these Terms, and these Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the holder transferring the HUMXN NFT and the new holder in receipt of such HUMXN NFT. For the avoidance of doubt, these Terms will apply to new holders upon access to these Terms.
    • If you intend to transfer the HUMXN NFTs through a marketplace or platform, you may only transfer it using reputable marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the HUMXN NFTs, provided that the transfer of the HUMXN NFTs through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the HUMXN NFTs.
    • You shall not transfer the HUMXN NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the HUMXN NFTs, including any use intended circumvent the application of Royalties.
    • The Non-Commercial Licence transfers together with the HUMXN NFT. Therefore, if you transfer ownership of a HUMXN NFT to a new holder, you will stop benefitting from the rights granted under the Non-Commercial Licence as these would transfer to the new holder of the HUMXN NFT, being the new subject benefitting from the Non-Commercial Licence. You shall cease immediately any use of the Content associated with the transferred HUMXN NFT upon transfer.
    • For the avoidance of doubt, if you purchase, accept, or acquire a HUMXN NFT you are deemed to accept and agree to comply with these Terms.
  • YOUR RESPONSIBILITIES
    • As a holder, you are solely responsible for the safety of the HUMXN NFTs that are attributed to your Wallet, including the proper management and safety of any Wallet used to store the HUMXN NFTs, and the implementation of relevant security measures.
    • Please note that the decentralised nature of distributed ledger technology (such as the Ethereum Network) makes it impossible for us to reverse, cancel, undo, or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet.
    • You are entirely responsible for any tax liability which may arise out of or in connection with the Mint, use and/or transfer (including the sale) of the HUMXN NFTs.
    • HUMXN NFTs may be available for purchase on the secondary market on third-party platforms, such as OpenSea, LooksRare, and/or other marketplaces (each, an “NFT Marketplace”). Please note that we do not operate any such NFT Marketplace and that, therefore, your access and use of any such NFT Marketplace is subject to the terms of the NFT Marketplace you are using.
    • You undertake to defend us against any claim or action arising out of or in connection with your use of the HUMXN NFTs and the Content made in contravention to these Terms, including where any such use infringes the Intellectual Property rights of a third party, and you shall fully indemnify and hold us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such claim or action.
  • RISKS YOU NEED TO BE AWARE OF
    • Please be aware that the HUMXN NFTs are only intended and offered as collectibles, and that the HUMXN NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over the project, the Company, or any other entity.
    • The HUMXN NFTs are cryptoassets. When you buy cryptoassets your capital is at risk. Risks associated with cryptoassets include price volatility, loss of capital (the value of your cryptoassets could drop to zero), complexity, lack of regulation and lack of protection.
    • The Company does not currently operate in a regulated industry. Therefore, please be aware that when you buy cryptoassets, you are not protected under financial compensation schemes and protections typically afforded to investors when dealing with entities that are regulated and authorised to operate as financial services firms.
  • LINKS AND CONNECTED SERVICES
    • You may not frame our website on any other website, but you may link to our home page, provided: (a) you do so in a way that is permitted, fair and legal and does not damage our reputation or take advantage of it, and (b) you do not suggest endorsement or association on our part (unless we agreed to it in writing). We reserve the right to withdraw the linking permission without notice.
    • Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked sites or information you may obtain from them. We have no control over the contents of those sites or resources.
    • Any connected services included in this website are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. We do not guarantee that our website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
  • PERSONAL INFORMATION
    • Any and all personal information will be collected and processed in accordance with our privacy policy, as available at https://humxn.xyz/privacy.
  • DISCLAIMERS AND LIMITATION OF LIABILITY
    • YOU HEREBY AGREE THAT WE (AND ANY OF OUR AFFILIATES) SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY LOSS, DAMAGE OR CLAIM (WHETHER UNDER CONTRACT OR TORT LAW) RELATING TO OR RESULTING FROM: (A) THE DECENTRALISED NATURE OF DISTRIBUTED LEDGER TECHNOLOGY AND THE ETHEREUM NETWORK; (B) YOUR USE OF YOUR WALLET AND/OR ANY WEAKNESS AND OR DEFECT IN THE SECURITY OF YOUR WALLET; (C) ANY WEAKNESS AND/OR DEFECT IN THE CONFIDENTIALITY, INTEGRITY, AVAILABILITY AND/OR SECURITY OF ANY DATA, TECHNOLOGY, AND/OR EQUIPMENT USED BY YOU TO ACCESS AND/OR STORE YOUR HUMXN NFTS; (D) ANY MALICIOUS ACT CARRIED OUT BY BAD ACTORS RESULTING IN YOUR LOSS OF THE HUMXN NFTS; (E) ANY PRODUCT, SERVICE, OR EXPERIENCE DESIGNED BY THIRD-PARTIES ACCESSIBLE THROUGH THE USE OF THE HUMXN NFTS (REGARDLESS OF WHETHER SUCH OFFERING IS OFFERED WITH OR WITHOUT OUR PERMISSION); (F) ANY USE OF THE NON-COMMERCIAL LICENCE THAT IS NOT MADE IN ACCORDANCE WITH THE TERMS; AND (G) ANY USE OF THE HUMXN NFTS AND/OR CONTENT CONTRAVENING THESE TERMS OR OTHERWISE EXCEEDING THE RIGHTS GRANTED TO YOU BY US UNDER THESE TERMS.
    • WE MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTIES (WHETHER EXPRESSED OR IMPLIED) IN RELATION TO ANY USE OF THE HUMXN NFTS AND THE CONTENT, INCLUDING THE AVAILABILITY OF THE CONTENT AND THE HUMXN NFTS, PARTICULARLY WHERE THE CONTENT AND/OR THE HUMXN NFTS BECOME UNAVAILABLE DUE TO A FAILURE OF THE ETHEREUM NETWORK, THE MARKETPLACES AND PLATFORMS THROUGH WHICH YOU DISPLAY THE CONTENT ASSOCIATED WITH YOUR NFTS, AND/OR ANY OTHER INFRASTRUCTURE ON WHICH THE HUMXN NFTS AND THE CONTENT RELY ON FOR THE PROPER FUNCTIONING (INCLUDING THE METAVERSE).
    • IN THE EVENT OF A TECHNICAL ERROR AFFECTING THE SMART CONTRACT OF YOUR HUMXN NFT, WE RESERVE THE RIGHT TO ISSUE YOU A NEW HUMXN NFT ASSOCIATED WITH THE CONTENT OF THE ORIGINALLY-ISSUED HUMXN NFT, IN WHICH CASE THE NON_COMMERCIAL LICENSE TO THE CONTENT ASSOCIATED WITH THE ORIGINALLY-ISSUED HUMXN NFT WILL AUTOMATICALLY BE TRANSFERRED TO THE NEWLY-ISSUED HUMXN NFT (SUCH THAT THE ORIGINALLY-ISSUED HUMXN NFT WILL NO LONGER GRANT ITS OWNER ANY CONTENT LICENSE).
    • IN THE EVENT THAT THERE ARE ANY CHANGES TO THE OPERATING RULES OF THE UNDERLYING SOFTWARE PROTOCOL OF A RELEVANT BLOCKCHAIN NETWORK THAT RESULTS IN TWO DIFFERENT BRANCHES OF THE RELEVANT BLOCKCHAIN NETWORK (COMMONLY KNOWN AS A “FORK”), THE NON-COMMERCIAL LICENSE GRANTED IN SECTION 5 WILL ONLY APPLY TO THE CONTENT ASSOCIATED WITH THE HUMXN NFT RECORDED ON THE BRANCH DESIGNATED BY US (WHICH DESIGNATION MAY APPLY RETROACTIVELY), AND ONLY HOLDERS OF HUMXN NFTS ON SAID DESIGNATED BRANCH WILL BE ELIGIBLE TO BENFEFIT FROM THESE TERMS AND PARTICIPATE IN THE UTILITY ASSOCIATED WITH THE HUMXN NFTS. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY, IN ITS SOLE DISCRETION, DECIDE WHETHER OR NOT TO SUPPORT (OR CEASE SUPPORTING) THE HUMXN NFTS ON EITHER BRANCH.
    • OUR MAXIMUM AGGREGATE LIABILITY (WHETHER UNDER CONTRACT OR TORT) SHALL BE $250.
  • No Partnership, Joint Venture, or Agency
    • Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency or employment relationship between you and the Company. Nothing in these Terms shall authorise you to make or enter into any commitments or make any representation on our behalf.
    • You also confirm that in entering into these Terms you are acting on your own behalf and not for the benefit of any other person.
  • Entire Agreement
    • These Terms constitutes the entire and exclusive understanding and agreement between the Company and you regarding the HUMXN NFTs and Content and supersedes and replaces any and all prior oral or written understandings or agreements between the Company and you regarding the HUMXN NFTs and Content. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the license granted hereunder may be freely assigned by the Company. Any purported assignment in violation of these Terms will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
  • Governing Law
    • As a holder, you are solely responsible for the safety of the HUMXN NFTs that are attributed to your Wallet, including the proper management and safety of any Wallet used to store the HUMXN NFTs, and the implementation of relevant security measures.