Terms and Conditions of Timex NFTs
Congratulations on being a recipient of one of Timex’s Forge Pass NFTs! These terms and conditions (the “Terms and Conditions”) govern your receipt and use of the Timex Forge Pass NFTs along with the redeemable Timex Customized Watch NFT and Timex Customized Physical Watch provided to you by Timex Group USA, Inc. (“Timex”).
You will be able to redeem a Timex Customized Watch NFT and a Timex Customized Physical Watch because you purchased a Timex Forge Pass NFT on the Ethereum blockchain network, a decentralized marketplace (the “Ethereum Network”). Your receipt of the Timex Forge Pass NFT along with the redeemable Timex Customized NFT Watch and Timex Customized Physical Watch is governed by these Terms and Conditions, as well as the terms and conditions governing https://nfp.daz3d.com, a web page owned and controlled by Daz 3D (a subsidiary of Daz Productions, Inc.) (the “Daz 3D Terms” and “Daz 3D”, respectively). If any provision of these Terms and Conditions conflicts with any provision of the Daz 3D Terms, these Terms and Conditions shall prevail with respect to your receipt of, access to, and use of the customized Timex watch and the Timex Forge Pass NFT (as defined below).
TIMEX FORGE PASS NFT AND CUSTOMIZED TIMEX WATCH NFTS
The digital collectible you have purchased consists of (1) Timex Forge Pass NFT, which is redeemable for a Timex Customized Watch NFT along with a Timex Customized Physical Watch. The Timex Forge Pass NFT has been minted by Daz 3D, the legal seller, as an NFT on the Ethereum network (the “Ethereum Network”). The Timex Forge Pass NFT shall enable you to customize a watch using a digital editor to create a customized watch image, which will be redeemable for the Timex Customized Watch NFT and the Timex Physical Watch. Prior to the customization, you will not be able to redeem the Timex Customized Watch NFT or the Timex Customized Physical Watch.
THE TIMEX FORGE PASS NFT, THE TIMEX CUSTOMIZED WATCH NFT AND THE TIMEX CUSTOMIZED PHYSICAL WATCH ARE EACH AWARDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL SALES ARE FINAL.
OWNERSHIP OF THE TIMEX FORGE PASS NFT AND THE TIMEX CUSTOMIZED WATCH NFT
Ownership of the Timex Forge Pass NFT and the Timex Customized Watch NFT is administered entirely on the Ethereum Network. When you purchase the Timex Forge Pass NFT or redeem the Timex Customized Watch NFT, you become the owner of the underlying limited edition digital content and the NFT(s) representing such digital content, but such ownership is subject to the limited license in and to the underlying artwork in the digital content (the “Artwork”) set forth in this Section. Timex owns and shall retain all rights, titles, and interest in and to the Artwork. Timex hereby grants to you a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, and display the Artwork in connection with the Timex Forge Pass NFT and the Timex Customized Watch NFT, and in accordance with the terms set forth herein. All rights to the Artwork are reserved by Timex.
You shall not, nor shall you authorize or permit any third party to, do or attempt to do any of the foregoing without the Timex’s express prior written consent in each case: (a) modify the Artwork in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Artwork to advertise, market, or sell any product or service; (c) use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Artwork in any other forms of media, except to the limited extent that such use is solely for your own personal, non-commercial use; (e) 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 Artwork; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; or (g) otherwise utilize the Artwork for your or any third party’s commercial benefit.
You may auction, sell, trade, gift, transfer, or otherwise dispose of (in each case, “Transfer”) the Timex Forge Pass NFT and the Timex Customized Watch NFT on a third party NFT marketplace platform. You understand that Timex has no control over transactions on the Ethereum Network, nor does Timex have the ability to reverse or refund any payments or transactions relating to the Timex Forge Pass NFT or the Timex Customized Watch NFT. Timex has no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Daz 3D Platform or otherwise via the Ethereum Network. By receiving the Timex Forge Pass NFT and/or the Timex Customized Watch NFT, you agree not to take any action on the Daz 3D Platform that involves or results in the wrongful seizure or receipt of any NFTs or other digital assets, including the purchase or sale of NFTs by illegal means.
Upon the Transfer of an NFT, your ownership in that NFT passes to the transferee. You agree not to enable the creation of or attempt to create any fractionalized interest in the Time Forge Pass NFT or the Timex Customized Watch NFT (individually, a “Timex NFT”, and collectively, the “Timex NFTs”). Each Timex NFT may only be Transferred as a whole and single asset. All rights to a Timex NFT may be owned by only one person at any given point in time
In addition, you shall not Transfer a Timex NFT to any transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties. Any Transfers of a Timex NFT will be subject to these Terms and Conditions, and the terms and conditions of any third party platform enabling such Transfers. Further, under no circumstances shall Timex be liable for any additional fees imposed or required by the third party platform through which you may Transfer a Timex NFT.
Your right to Transfer a Timex NFT to a third party is conditioned upon the transferee’s acceptance of (i) these Terms and Conditions (including all terms and conditions incorporated herein by reference), (ii) the Daz 3D Terms, and (iii) the terms and conditions of the applicable third-party platform used to make the Transfer, if any.
For clarity, only holders of the NFTs for Bored Ape Yacht Club (“BAYC”) or the Mutant Ape Yacht Club (“MAYC”) are capable of redeeming the Timex Customized Watch NFT and the Timex Customized Physical Watch with the image of their BAYC or MAYC NFT.
ASSUMPTION OF RISKS RELATED TO NFTS AND BLOCKCHAIN
For purposes of these Terms and Conditions, you acknowledge that the Timex NFTs constitute non-fungible tokens (NFTs).
The prices of NFTs are extremely volatile and subjective. NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. Timex does not guarantee that any Timex NFTs purchased by you will obtain or retain value, as the value of NFTs is inherently subjective, and factors occurring outside of the Daz 3D Platform, and/or Timex’s control may materially impact the value and desirability of any particular Timex NFT. Neither the Timex Forge Pass NFT nor the Timex Customized Watch NFT should be treated as an investment asset, and neither is intended for investment purposes.
There are risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within an individual’s public web3 Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of NFTs. ANY TIMEX NFTs THAT YOU PURCHASE, OR THE TRANSFER OF A TIMEX NFT YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THE DAZ 3D PLATFORM, WILL BE ENTIRELY AT YOUR RISK. TIMEX DOES NOT CONTROL OR ENDORSE TRANSFERS OF TIMEX NFTS.
Use of Blockchain:
The Timex NFTs purchased or redeemed hereunder exist only by virtue of the ownership record maintained on the Ethereum Network. Timex may store the Timex NFTs on its own servers or those of third-party service providers. Any Transfer of Timex NFTs occurs within the Ethereum Network and not on the Daz 3D Platform.
AS A PURCHASER OR REDEEMER OF A TIMEX FORGE PASS NFT AND/OR THE TIMEX CUSTOMIZED WATCH NFT, YOU HEREBY ACCEPT AND ACKNOWLEDGE THAT TIMEX WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE DAZ 3D PLATFORM OR THE ETHEREUM NETWORK, HOWEVER CAUSED. UPGRADES TO THE DAZ 3D PLATFORM OR THE ETHEREUM NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE ETHEREUM NETWORK MAY HAVE UNINTENDED, ADVERSE EFFECTS ON YOUR TIMEX FORGE PASS NFT OR TIMEX CUSTOMIZED WATCH NFT.
NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the Ethereum Network. All smart contracts are conducted and occur on the decentralized ledger within the Ethereum Network. TIMEX HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. TIMEX IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
TIMEX WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE DAZ 3D PLATFORM, THE ETHEREUM NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE DAZ 3D PLATFORM, THE ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET.
All federal, state and local tax liabilities and any import customs and duties taxes associated with your receipt of, collection of, access to, and use of the Timex Forge Pass NFT, Timexs Customized Watch NFT, or Timex Customized Physical Watch are your responsibility.
REPRESENTATIONS, WARRANTIES, AND RELEASES
By purchasing the Timex Forge Pass NFT or redeeming the Timex Customized Watch NFT or redeeming the Timex Customized Physical Watch, you hereby represent, warrant, covenant and agree that (a) you are not located in, and are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including, without limitation, Cuba, Iran, North Korea or Syria; and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that is subject to sanctions in any other country; or (iv) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles. You are not allowed to claim your Timex Forge Pass NFT, Timex Customized Watch NFT, or Timex Customized Physical Watch if your IP address or address of residence originates from any such country. Further, Timex will not grant you the Timex Forge Pass NFT, Timex Customized Watch NFT, or Timex Customized Physical Watch if any of the foregoing representations and warranties are breached.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TIMEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL TIMEX BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO THE TIMEX NFTs. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED, AND EVEN IF A PROMOTION ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND, IN ANY EVENT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TIMEX’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $100.
Daz 3D is a leader in NFT strategy, marketing & full-stack development, including generative PFP collections. The company has worked with iconic brands like Warner Brothers, Champion, Coca-Cola, Samsung, Louis Moinet, and others to create cross-chain NFT collections and wearables for the metaverse. In 2021 it partnered with RTFKT (now Nike) to bring 3D utility to CloneX, and Daz has several PFP projects slated for 2023.