Terms and Conditions
last updated October 2023
WELCOME TO BRAND NEW VISION LTD
Operating as BNV.ME and referred to as BNV
BNV is a decentralised social application and digital marketplace powered by blockchain technologies. The platform uses smart contracts that enable Brands and Creators to sell 3D representations of fashion apparel, footwear, accessories and other Items as NFT’s. Customers may trade, transfer, or display their collected BNV Items on the BNV platform.
1. THE PLATFORM
These Terms and Conditions govern your use of our platform, including but not limited to our website, mobile application, and associated services (collectively, the "Platform"). By using the Platform, you agree to comply with these terms.
2. YOUR ACCOUNT AND SECURITY
You are solely responsible for the security of your account and your crypto wallet and agree to undertake to maintain at all times adequate security and control of all of your account details, passwords, personal identification numbers or any other codes that you use to access the Platform.
You must notify BNV immediately of any unauthorised use of your account or any security breaches.
3. BNV MARKETPLACE PRICES, FEES & ROYALTIES
The purchase price of each item, whether bought at initial releases or in the secondary marketplace, is apportioned according to the following guidelines.
Depending on pre-agreed terms the Brand (or IP owner) will receive between 50% and 70% of the total initial release revenue.
The Creator (3D designer) will receive between 15% and 25% of the total initial release.
BNV will receive between 15% and 25% of the total initial release
Total initial revenue for each drop is exclusive of gas fees.
The Brand, Creator and BNV will receive the same proportional split of the fee payable by the seller for secondary market sales subject to valid marketplace royalties policy.
COLLECTION AND DISBURSEMENT OF FEES BY THE SMART CONTRACTS
The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the BNV Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.
BNV MAKES NO REPRESENTATIONS ON PRICE OR VALUE
Users acknowledge and consent to the risk that the price of an Item purchased on the BNV marketplace may have been influenced by User activity outside of the control of Brand New Vision Ltd or the BNV Platform. BNV does not represent, guarantee, or warrant the value or fairness of the price of any BNV Item sold or offered for sale on or off of the Marketplace.
GAS
All User transactions on the BNV Platform, including without limitation minting, tokenising, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the BNV Platform. The value of the Gas Fee changes and is entirely outside of the control of Brand New Vision Ltd or the BNV Platform. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that the Gas Fee is non-refundable under all circumstances.
4. BNV MARKETPLACE OPERATIONS
MARKETPLACE TRANSACTIONS AND SMART CONTRACTS
To initiate a transaction on the BNV Marketplace, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. All transactions on the BNV Marketplace, including but not limited to transfers, offers, bids, listings, sales, or purchases of BNV Items are initiated though one or more Smart Contracts at the sole discretion and at the complete risk of the Users. The User acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.
RISK OF SMART CONTRACTS AND BLOCKCHAIN TECHNOLOGY
BNV Marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Platform utilise experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralised or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the BNV smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or BNV Items, or lost opportunities to buy or sell BNV Items. BNV assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
RISK OF INTERACTING WITH SMART CONTRACTS
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in Marketplace transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the BNV platform, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the BNV site, and in initiating Ethereum-based transactions.
REPRESENTATIONS AND WARRANTIES
BNV makes no representations or warranties, express or implied, written or oral, made by or on behalf of BNV in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any BNV Item, smart contract code, or software.
OUTCOME OF MARKETPLACE TRANSACTIONS
BNV shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a Marketplace transaction, whether or not BNV has been advised or knew of the possibility of such damages. BNV's liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the amount of proceeds actually received by BNV arising out of the damage after deducting all costs, fees and liabilities incurred by or on behalf of BNV.
CONTROL OF MARKETPLACE SMART CONTRACTS
All Marketplace transactions are executed by one or more Smart Contracts processed on the Ethereum Blockchain and are not under any direct control by Brand New Vision Ltd or any other third party. The User acknowledges and agrees that Brand New Vision Ltd is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, or transfer of BNV Items, whether or not a commission or fee is received by BNV as a consequence of the transaction. Items listed for sale on the BNV Marketplace are not offered on consignment or held in trust on behalf of any Brand, Designer, IP Owner, Creator or User. Brand New Vision Ltd reserves the right to execute Smart Contract transactions on the BNV Marketplace as a collector of BNV items.
5. MARKETPLACE CONDUCT
MANIPULATING MARKET PRICES
Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the BNV Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of a BNV Item.
ANTICOMPETITIVE CONDUCT
Users are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for a work, or any other anti competitive bidding conduct.
VIOLATIONS OF TERMS
The User irrevocably releases, acquits, and forever discharges Brand New Vision Ltd and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
6. OWNERSHIP
All works Minted on the Platform are subject to the BNV Licence, the terms of which are described below. All Users who purchase or receive a BNV Item acknowledge and agree to accept or purchase the Item subject to the conditions of the Licence.
OWNERSHIP OF A BNV ITEM
You own a cryptographic token representing the digital item as a piece of property but you do not own the creative work itself. Collectors may show off their ownership of collected BNV Items by displaying and sharing the item, but users do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying item, excepting the limited licence granted by these Terms. The Brand, Designer or IP owner reserves all exclusive copyrights to Items Minted on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks.
LIMITED LICENCE TO A MINTED ITEM
Items on the BNV Platform are digital, meaning that it is inherently easier to share, display, replicate, and distribute in the digital realm. By Minting Items on the Platform, the Brand, Designer or IP Owner affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free licence to display the BNV Items legally owned and properly obtained by the User.
DISPLAY OF ITEMS
The Collector’s limited licence to display the Item includes, but is not limited to, the right to display the item privately or publicly: (i) for the purpose of promoting or sharing the User’s purchase, ownership, or interest in the Item, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the item; (11) within decentralised virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Item within one or more virtual environments.
COMMERCIAL USE OF ITEMS
Users have the right to sell, trade, transfer, or use their BNV Items, but Users may not make “commercial use” of the Item including, for example, by selling copies of the Item, selling access to the Item, or otherwise commercially exploiting the Item.
LIMITED LICENCE OWNERSHIP
The User agrees and acknowledges that the lawful ownership, possession, and title to a BNV Item is a necessary and sufficient condition precedent to receive the limited licence rights to the Item provided by these Terms. Any subsequent transfer, dispossession, burning, or other relinquishment of a BNV Item will immediately terminate the former Owner’s rights and interest in the licence or BNV Item as provided by these Terms.
LICENCE TO BRAND NEW VISION LTD
The Brand, Designer, or IP Owner hereby acknowledges, understands, and agrees that Minting an item on the Platform constitutes an express and affirmative grant to Brand New Vision Ltd, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free licence to make copies of, display, perform, reproduce, and distribute the item on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the BNV Platform or business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iii) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file keeping system, node cluster, or other database, or causing, directing, or soliciting others to do so.
COPYRIGHT CLAIMS
The Brand, Designer, or IP Owner and all Users irrevocably release, acquit, and forever discharge Brand New Vision Ltd and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Brand New Vision Ltd’s use of a Work in accordance with these Terms.
7. ASSUMPTION OF RISK
THE RISK OF CRYPTOCURRENCY AND SMART CONTRACTS
The User further represents and warrants that you understand and are willing to accept the risks associated with cryptographic systems such as the smart contracts, the ethereum blockchain, non-fungible tokens, and the interplanetary file system.
BNV will not be responsible or liable to you for any losses you incur as the result of your use of the ethereum network or the metamask electronic wallet (or similar wallets), including but not limited to any losses, damages or claims arising from: (a) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; (d) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, bruteforcing or other means of attack against the platform, ethereum network, the metamask electronic wallet or ethereum-compatible browser or wallet.
TECHNICAL ERRORS ON THE ETHEREUM BLOCKCHAIN
Brand New Vision Ltd is not responsible for losses due to blockchains or any other features of the ethereum network or the metamask electronic wallet or any ethereum-compatible browser or 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.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the BNV ecosystem.
RISKS OF THE PLATFORM
The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack.
GUARANTEE OF VALUE OR TITLE OF BNV ITEMS
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your BNV Items, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the BNV ecosystem, and therefore the potential utility or value of BNV Items. The Platform, ETH and digital assets could be impacted by one or more regulatory inquiries, regulatory actions, or legislative policies which could impede or limit the ability of Brand New Vision Ltd to continue to develop the BNV Platform, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain. BNV Items may be encumbered by actual or possible copyright or trademark claims against the Item.
FINANCIAL RISK OF DIGITAL ASSETS
Use of the Platform may carry financial risk. Digital assets are, by their nature, experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, BNV accepts no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
8. MISCELLANEOUS
CHANGE OF TERMS
These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).
SMART CONTRACTS
The User acknowledges that Brand New Vision Ltd may modify, change, amend, or replace one or more of the Smart Contracts from time to time. The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.
INDEMNIFICATION
You agree to indemnify and hold harmless our company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defence of such a matter, you will reasonably cooperate with us in such defence.
SEVERABILITY
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
TERMINATION
You may terminate these Terms at any time by cancelling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
NO ASSIGNMENT OF THE TERMS
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that Brand New Vision Ltd may assign this Agreement without your prior consent to any of Brand New Vision Ltd’s affiliates, or to its successors in interest of any business associated with the services provided by Brand New Vision Ltd. This Agreement shall be binding upon the permitted assigns or transferees of each party.
GOVERNING LAW AND JURISDICTION
These Terms will be governed by and construed under the laws of Hong Kong. BNV may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
