Bar Lulu Club Pty Ltd (ACN 658 364 455), whose registered office is at PO Box 765 Ryde, NSW 1670 (“Bar Lulu”, and referred to herein as “We”, “Our” or “Us”) has collaborated with CryptoLulu, a certain blockchain-tracked, non-fungible token project, in association with a membership of Bar Lulu.
These terms and conditions constitute a legally binding agreement (the “Agreement”) between (i) the Holder of an NFT (as defined below) (referred to herein as “You” or “Your”) and (ii) Bar Lulu.
This Agreement governs the terms on which an NFT is being issued to You. By purchasing an NFT in accordance with clause 3 below and completing the registration form (the Bar Lulu NFT membership website https://barlulu.com.au/nft-membership/), You acknowledge that you have read and understand this Agreement and accept its content and agree to be bound by the Agreement and the terms applicable to any Third Party Services (as defined below).
Furthermore, You acknowledge that the registration form information and unique QR code on each NFT are stored digitally by Bar Lulu to avoid situations where a patron shows a copy of the NFT and attempts to gain entry to Bar Lulu by impersonating another NFT Holder.
We reserve the right to amend these terms and conditions from time to time without notice and at our sole discretion. We may, from time to time, make announcements regarding Your NFT and we may include additional terms and conditions on our website which may also be included in the metadata of Your NFT. It is your responsibility to review these terms and conditions regularly, if You have any questions regarding these terms or require further elaboration please contact our team on firstname.lastname@example.org
“Burn Address” means the Ethereum blockchain burn address where NFTs are sent to be deleted. This address is 0x000000000000000000000000000000000000dEaD
“Crypto Lulu NFT Account” means the account with a wallet address
0x191dDd5105a80984F836Fd19D9b52806D7CC6ea6 . This is the address associated with the following account on the OpenSea NFT marketplace https://opensea.io/CryptoLuluNFT
“Holder” means an individual who holds the CryptoLulu NFT in their digital wallet and who has also filled in their details on the registration form.
“Intellectual Property Rights” means copyright and related rights, (including rights in computer software), patents, rights to inventions, trade marks, trade names, service marks, business names (including internet domain names), goodwill and the right to sue for passing off, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration and renewals or extensions of, and rights to claim priority from, such rights) which subsist anywhere in the world.
“Licensed Rights” has the meaning given to it in clause 4.3 below.
“Membership” refers to the 3 tiers of Bar Lulu membership tiers, specifically, three membership tiers which are named “Jia Lulu”, “Joo Lulu” and “Ryuu Lulu” (more details here https://barlulu.com.au/nft-membership/).
“NFT” means the CryptoLulu NFT created in accordance with advisors/consultants, representing the different tiers of Membership offered at Bar Lulu.
“Offer” has the meaning given to it in clause 3.1 below.
“Qualified Participant” means a Holder who has purchased a CryptoLulu NFT and has also filled in the registration details on Our website (https://barlulu.com.au/nft-membership/). The terms “Qualified” and “Qualifying” will be construed accordingly and are interchangeable.
“Registration Form” refers to the registration form that Holders are required to complete in addition to the purchase of the CryptoLulu NFT.
“Third Party Services” means any services not operated by Bar Lulu, but provided to You in the context of the use of the NFT.
- You are only able to access the benefits of the NFT if You are: (i) a Qualified Participant who has the right and authority, in accordance with relevant applicable laws and regulations, to enter into this Agreement; and submit Your details in accordance with clause 3.1 below and (ii) You have filled in the Registration Form.
- You acknowledge and agree that in some countries, and for certain people or entities, there may be restrictions on the acquisition, transfer, or use of NFTs under applicable laws and regulations or restrictions on the sale or license of NFTs, and therefore Your ability to accept, transfer or use the NFT may be limited or restricted without any liability on Bar Lulu.
3. OFFER AND ACCEPTANCE OF THE NFT
- Bar Lulu may (in its sole discretion) offer an NFT to Qualified Participants who have purchased a NFT, successfully submitted registration details to Bar Lulu in the prescribed format (each an “Offer”).
- The Offer is accepted by the Qualified Participant when the NFT is transferred to a digital wallet owned or controlled by the Qualified Participant (“Acceptance”, and the terms “Accept” and “Accepting” will be construed accordingly). To Accept an Offer and receive an NFT, you will be required to open a digital wallet that is compatible with the Ethereum network and provide Bar Lulu with details on the registration form including personal information as may be required by Bar Lulu to facilitate the associated activities tied to the NFT. You are solely responsible for keeping the private key for Your digital wallet confidential and secure.
- You agree to pay (i) any applicable fees associated with the Acceptance of the NFT, including any fees payable to Third Party Service providers pursuant to the terms of service for those Third Party Services and any transaction (‘gas’) fees; and (ii) all applicable taxes and duties in accordance with clause 11 below. Where applicable, you are responsible for ensuring your digital wallet has enough relevant cryptocurrency to cover all such fees.
- Bar Lulu may require You to provide additional information and documents from time to time, including where it has reasons to believe You are in breach of this Agreement. In such cases, Bar Lulu, in its sole discretion, may cancel its Offer to You of the NFT (prior to Acceptance) or terminate the Agreement in accordance with clause 6 below.
- Ownership: You acknowledge and agree that Bar Lulu owns all Intellectual Property Rights in the NFT membership and thereafter CryptoLulu in the NFT.
- The rights that You have are limited to those expressly stated in this clause 4. Bar Lulu expressly reserves any right not expressly granted to You under this Agreement.
- Your Licensed Rights: You acknowledge and agree that the NFT’s are offered to you solely for your own personal entertainment purposes. Bar Lulu grants You a worldwide, non-exclusive, revocable, non-transferable, non-sub-licensable, royalty-free license to display, copy and use the NFT solely for Your own personal, non-commercial use (the “Licensed Rights”). For the avoidance of doubt, You may not sell, transfer to any third party (as a gift or for money), reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, frame, mirror, repost, or exploit the NFT for any commercial purpose, or otherwise use any of the NFT in any way for any public or commercial purpose.
- You may not:
- transfer the NFT to any third party without notifying the Bar Lulu team (in order for us to facilitate a transfer of registration);
- use the NFT or the Work in photographs, films, videos, social media posts, or any other forms of media, except to the limited extent that such use is expressly permitted in clause 4.3 above;
- sell, transfer, distribute for commercial gain (including without limitation giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the CryptoLulu NFT;
- attempt to trademark, copyright, or otherwise acquire any Intellectual Property Rights in or to the NFT;
- otherwise, utilize the NFT for Your or any third party’s commercial benefit;
- modify the NFT in any way;
- use the NFT to advertise, market, or sell any proprietary or third-party product or service; or
- use the NFT 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.
6. TERMINATION OR SURRENDER
- Termination: This Agreement and Your Licensed Rights shall automatically terminate if:
- at any time, You sell, license, trade, donate, give away, transfer to any third party, or otherwise dispose of the NFT for any reason (including if You attempt to transfer the NFT for any reason whatsoever);
- You breach any of the terms of this Agreement, the terms of service applicable to any Third Party Services, or any applicable law or regulation (including if You engage in unlawful business practices related to the offer, sale, or transfer of crypto assets, including non-fungible tokens, or other financial instruments);
- You have a trustee, receiver, or similar party appointed for Your property, that becomes insolvent, acknowledges insolvency in any manner, makes an assignment for the benefit of Your creditors or files a petition of bankruptcy;
- You disparage Bar Lulu or any parties related to Bar Lulu, to be determined solely in Bar Lulu’s discretion; or
- any of the Third Party Services providers cease to provide their services when such services are necessary for the exercise and enjoyment of the Licensed Rights.
- Surrender: You may, at any time, surrender Your Licensed Rights under this Agreement.
- Without limiting clauses 7.1 and 7.2 below, if You breach any of the terms of this Agreement (including in particular as set out in clause 5.1 above, the terms of service of any Third Party Services, or any applicable law or regulation, We may (in our sole discretion and without notice) burn, revoke, or alter the metadata of the NFT such that it no longer links to the Registration Form details related to the NFT.
7. CONSEQUENCES OF TERMINATION OR SURRENDER
- If Your Licensed Rights are terminated or surrendered under clauses 3.4 or 6 above, Your permission to hold, use and transfer the NFT will automatically terminate and You must within seven (7) calendar days of the act giving rise to termination or surrender: (i) destroy any physical and/or digital copies or embodiments of the NFT in your possession or under your control and (ii) confirm to Bar Lulu in writing that you have so destroyed such copies or embodiments. You will provide to Bar Lulu promptly upon request all such evidence as Bar Lulu reasonably requires to satisfy itself that You have carried out your obligations under this clause.
- Where the NFT is stored in Your digital wallet and Your Licensed Rights are terminated or surrendered, You must within seven (7) calendar days of the act giving rise to termination or surrender: (i) burn the NFT by transferring the NFT to the Burn Address, and (ii) confirm to Bar Lulu in writing that you have so destroyed such copies or embodiments. You will provide to Bar Lulu promptly upon request all such evidence as Bar Lulu reasonably requires to satisfy itself that You have carried out your obligations under this clause.
- Your obligations under this Agreement only cease upon satisfactory completion of both clauses 7.1 and 7.2 above, as applicable. Note that the process of burning the NFT is irreversible. Bar Luu will not be able to reinstate your NFT once burned, nor will Bar Lulu be liable to provide you with a replacement NFT if You ultimately change your mind regarding any surrender or otherwise.
8. WARRANTIES AND LIABILITY
- To the maximum extent permitted by applicable laws, the NFT is provided “as is” and “as available” and excludes warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and We hereby disclaim any and all such warranties, express and implied. We do not warrant the NFT or the content, functions, or materials contained therein will be timely, secure, uninterrupted, free from viruses or harmful elements, or error-free, or that defects or malfunctions will be corrected. We make no warranty that the NFT will meet Your expectation or requirements. No advice, results, or information, whether oral or written, obtained by You from Bar Lulu or in relation to the NFT shall create any warranty not expressly made herein.
- To the maximum extent permitted by applicable law, We will not be liable to You for any loss or damage, whether in contract, tort, negligence, breach or statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services, the NFT or the Membership, or the transfer, attempted transfer, or inability to transfer the NFT, including but not limited to damages or claims arising from (i) Your error, such as forgotten passwords or access codes (including lost private keys), or incorrectly construed transactions (including mistyped addresses); (ii) server failure or data loss, or changes to the protocol rules for any relevant blockchain network (including forks and upgrades); (iii) corrupted account files or errors in the smart contract that mints and controls the NFT; (iv) unauthorised access or activities of third parties, including but not limited to the use of viruses, phishing or other means of attack against any app, network, or the electronic account (including sybil attacks, 51% attacks, brute forcing and other means of attack) or (v) security weakness, fraud, counterfeiting, blockchain malfunctions, and other technological errors or failures. The limitations set out in this clause will not limit or exclude liability that cannot be legally limited or excluded.
- We are not responsible for losses due to blockchains or any other features of the Ethereum network or Third Party Services functioning and/or performance, including any 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. You acknowledge and agree that such technologies are novel, experimental, and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.
- We have no control over any Third Party Services. You acknowledge and agree that We are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Services, or as a result of any reliance placed by You upon the protection or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or materials on, or made available from, any Third Party Services. You must read and comply at all times with the terms of service and any other terms applicable to such Third Party Services.
- We shall not be liable for any damage caused to third parties as a result of any use You may make of the NFT outside its intended purpose unless such use has been expressly authorised by Us, in which case Bar Lulu’s liability shall be brought into line with the terms and conditions agreed on for a such purpose.
- We will not be responsible for any failure to carry out any action under this Agreement as a result of circumstances beyond our reasonable control, including fire, flood, natural disasters, armed conflict, terrorist attack, labour matters, pandemic, technology or telecommunications failures, cyberattacks, or any unauthorised third-party activities.
9. ASSUMPTION OF RISK
- As noted in clause 4.3 above, the NFT is made available solely for entertainment purposes. You acknowledge and agree as follows:
- upgrades to the Ethereum network, a hard fork or other change in the Ethereum network may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFTs;
- use of the NFT may be materially adversely impacted by the risk of the following (among others) in one or more jurisdictions: (i) changes to the regulatory regime governing blockchain technologies, crypto assets, and tokens (including NFTs), (ii) the introduction of new laws, regulations, or policies governing blockchain technologies, crypto assets, and tokens (including NFTs), and (iii) unfavourable regulatory intervention. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain and any such activities may materially adversely affect the potential utility of the NFT;
- that NFTs have no inherent or intrinsic value, are not legal tender, and are not backed by any government. They are not offered as an investment, or for speculation, or for financial gain, nor do they entitle you to any equity or ownership interest in any entity, project, or endeavor.
- In addition to assuming all of the above risks, You acknowledge and agree that you (i) have sufficient information and knowledge of the functionality, usage, storage, transmission mechanisms, and other material characteristics of blockchain technology, NFTs, and digital wallets to understand this Agreement and to make an informed decision to Accept the NFT (including as to the risks and implications of holding such NFT); (ii) understand and agree that You are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks.
- You acknowledge and agree that We may make additional CryptoLulu NFTs and distribute those NFTs as additional non-fungible tokens or other crypto assets, and could sell or otherwise assign the Intellectual Property Rights or any economic rights in such NFT.
- You will defend, indemnify, and hold Bar Lulu and each of Bar Lulu’s respective partners, officers, directors, employees, and agents harmless from any claims, actions, suits, losses, claims, liabilities and expenses (including reasonable legal adviser fees) relating to or arising out of Your use or transfer of the NFT and Your participation in such use or transfer, including: (i) Your breach or alleged breach of this Agreement, or any applicable law, regulation, or binding rule or order of any applicable governmental or regulatory authority in connection with your use or transfer of the NFT; (ii) Your violation of the rights of any third party as a result of Your own interaction with such third party or any actions (or inactions) performed by you otherwise than as prescribed by this Agreement (including any attempted or actual transfer for the NFT to any third party); (iii) any allegation that any materials that You submit to Us or transmit in the course of participating in Bar Lulu’s NFT membership, communications seeking Bar Lulu’s consent to activities or otherwise, infringe or otherwise violate the copyright, trade mark, trade secret or other Intellectual Property Rights or other rights of any third party; or (iv) any other activities in connection with the NFT together with any liabilities (including taxes or duties) arising from or in connection with those and all other activities. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will cooperate as fully as required by Bar Lulu in the defense of any claim or loss, and Bar Lulu shall retain the exclusive right to defend, settle, compromise, and pay any such claim or loss.
TAXES AND DUTIES
- You are solely responsible for determining and paying all applicable taxes and duties which arise in connection with your use or transfer (initial or subsequent) of the NFT and Your activities in respect of this Agreement, including any Goods and Services Tax value added (GSTVAT), sales, or compensating use taxes, or other equivalent tax or duty wherever such taxes or duties may arise. Note in particular clause 5.1.1 above which prohibits you from transferring the NFT to any third party for any reason (whether or not for value or commercial gain).
When You interact with Us, we may collect information about You that constitutes personal information under applicable laws and regulations. Our privacy notice accessible at https://barlulu.com.au/privacy-policy/ sets out what personal information We process and how it is processed. In addition to the personal information set out therein, we also collect and process information related to your digital wallet linked to claim your NFT.
This Agreement is between You and Us. No person who is not party to this Agreement shall have any rights to enforce any of its terms.
The rights of Bar Lulu to terminate, rescind, or agree to any variation, waiver or settlement under this Agreement are not subject to the consent of any other person, including the Holder.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of New South Wales, and the parties to this Agreement hereby submit to the exclusive jurisdiction of the New South Wales courts.
You can contact Us via email at email@example.com