Please read these Terms and Conditions (“Terms“) carefully before purchasing Triple A Community Tokens (“ Community Tokens”). Armada Music B.V., a Private Company with Limited Liability under Dutch law incorporated in the Netherlands (the “Company”, “we“, “our” and “us“), provides music production services and services ancillary thereto including the sale of Community Tokens. By completing all steps to purchase Community Tokens, you accept and agree to be bound by all the terms and conditions of these Terms. If you do not agree to of the entirety of these Terms, you must not purchase Community Tokens.
If you are under the age of 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can purchase Community Tokens.
1. Community Token – Digital Art
Each Community Token represents a non-fungible and unique digital copy of a piece of digital art co-created by Rik Oostenbroek (visuals) and Armin van Buuren (sound) (together, the “Digital Art”), which is exclusively available to the holder of the Community Token.
2. Intellectual Property
All intellectual property rights (copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights or to apply for registration of those rights)) relating to the Community Tokens (hereinafter referred to as “Intellectual Property Rights“) belong to, and will remain with the Company or a party permitting license to the Company. You may not use images, designs or any other Intellectual Property Rights provided through the Community Tokens outside the scope permitted by law without the permission of the Company or any other right holder. You shall not conduct any acts (this includes, but is not limited to, disassembly, decompilation, and reverse-engineering) that may infringe the Intellectual Property Rights for any reason.
3. Perks – Your Extras
In addition to the Digital Art, we may offer you, as an initial purchaser of Community Tokens, some extras from time to time, including for instance (privileged) access to certain (virtual or physical) events, communities, competitions, discounts, giveaways, and more, each at the Company’s sole discretion (the “Extras”).
The Company reserves the right to cancel or modify these Extras or subject those to further conditions at its sole discretion and depending on, inter alia, the size of the Triple A community. The Company shall not be liable for any damage caused to you as a result of such changes or discontinuation.
4. Payment and delivery to your digital wallet
Delivery of the Community Tokens shall be directly from the smart contract to your digital blockchain wallet or will be delivered to a custodial wallet facilitated by our payment partner Crossmint. Delivery of the Community Tokens to your wallet shall satisfy our obligations to you. Payment by you to us via the payment method chosen by you is facilitated by our payment partner Crossmint, or is done directly on the Ethereum blockchain by payment in ETH from your MetaMask wallet.
When you link your personal cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency or NFT-wallet by third parties could result in the loss or theft of Community Tokens and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Community Tokens, please notify us immediately.
You are solely responsible for taking possession and storing the Community Tokens in your personal wallet as indicated to us by you.
6. Markets and onward sales
You are free to sell and transfer your Community Tokens to third parties. We do not guarantee a liquid market for the Community Tokens, nor do we facilitate any secondary market sales.
The Company is not liable for any losses realized at onward sales of Community Tokens.
You also acknowledge and agree that Company (and affiliated parties, as determined on the Community Tokens smart contract) receives 7.5% of every subsequent sale of a Community Token (“Royalties”), and third party marketplaces may also charge commissions in addition (e.g. 2.5%). For example, as you are the initial purchaser, and you sell a Community Token for (the ETH-equivalent of) $100 to a subsequent purchaser, an example total amount of (the ETH-equivalent of) $10
will automatically be transferred to and divided amongst the Company and the third party marketplace and you will receive (the ETH-equivalent of) $90. The Company has the right collect Royalties for secondary and onward Community Token sales in perpetuity and may use those funds in any manner Company sees fit.
7. Digital Content – No cooling-off period
The Community Tokens and Digital Art qualify as digital content under Consumer Rights Directive 2011/83/EU and are exempted from the cooling-off period. You acknowledge that the Digital Art will be enjoyed directly by you upon our delivery thereof to you. You agree to lose your right to cancel our Purchase Agreement immediately upon our delivery of the Digital Art to you.
9. Limitation of liability
The Company shall not be liable for any damage caused by you in relation to the Community Tokens. Under no circumstances shall the Company be liable for incidental, indirect, special or future damages, or lost profits. In the case that the Company is liable to you for any damages for any reason, the Company’s liability shall be limited to the purchase price of the Community Tokens.
The Company shall not be liable for any damages as a result of conflicts between you and other Community Token holders or between you and third parties arising in connection with the Community Tokens.
10. Representations and declarations by you
You represent and warrant to the Company, at the time of the establishment of our Purchase Agreement, that the following statements are true and accurate:
- You have the full power and authority to enter into and perform your obligations pursuant to our Purchase Agreement, and have performed all necessary procedures (if any) in accordance with all laws and regulations required to enter into our Purchase Agreement;
- Our Purchase Agreement has been duly and effectively online executed by you and the Company and constitutes valid, effective and binding obligations on the part of you and the Company, and such obligations are enforceable against you and the Company according to respective provisions thereof;
- The execution and performance hereof by you shall not violate (i) any law that binds or limits you, and (ii) any agreement between you and any third parties;
- You are able to finance and immediately pay the full amount of the purchase price of the Community Tokens;
- You have obtained sufficient information on the Community Tokens before deciding to enter into this Purchase Agreement;
- You are not a citizen, inhabitant or resident of a country or region in which the purchase of the Community Tokens is prohibited or restricted by law; and
- You are not part of an organized criminal group, a member or quasi-member of an organized crime group, or a company with a certain connection with an organized crime group.
If the Company determines that any of the aforesaid conditions applies to you, the Company may, without prior notice, exclude you from the Community Tokens or terminate and cease the transaction or the transfer of Community Tokens to you. In this case, the Company shall not be liable for any damages suffered by you. You shall fully indemnify the Company for all damages and costs incurred, including any third party claims against the Company, resulting from or associated with any false representations or warranties made by you.
11. Restricted matters
The Company prohibits you from engaging in any of the following acts when using the Community Token:
- Acts that violate applicable laws and regulations, court verdicts, resolutions or orders, or legally binding administrative measures;
- Acts that may be in violation of public order, morals or customs;
- Acts that infringe intellectual property rights (including without limitation, copyrights, trademarks and patent rights, rights to fame, privacy and all other rights granted by applicable law or by contract) of the Company and/or a third party;
- Acts of posting or transmitting: excessively violent or explicitly sexual expressions; expressions that amount to child pornography or child abuse; expressions that lead to discrimination by race, national origin, creed, gender, social status, family origin, etc.; expressions that induce or encourage suicide, self-injurious behavior or drug abuse; or expressions that include anti-social content and lead to the discomfort of others;
- Acts that lead to the misrepresentation of the Company and/or a third party or that lead to the intentionally spreading false information;
- Acts of sending the same or similar messages to a large, indefinite number of community members and/or other holders of Community Tokens, or other acts that the Company deems as spamming;
- Acts of using the Community Tokens for sales, marketing, advertising, solicitation or other commercial purposes (except for those approved by the Company, including ordinary individual onward selling of Community Tokens unconnected to other sales of goods or services);
- using the Community Tokens for illicit, forbidden or immoral purposes or otherwise using the Community Tokens for purposes other than as intended by the Company;
- Acts that benefit or involve collaboration with criminal groups or criminal conduct (including without limitation, purchasing Community Tokens using cryptographic assets associated with criminal proceeds);
- Acts that are related to religious activities or invitations to certain religious groups;
- Acts of unauthorized or improper collection, disclosure or provision of any other person’s personal information, registered information, user history, or the like;
- Acts of interfering with the servers and/or network systems of the Company or the Community Tokens; fraudulently manipulating the Community Tokens by means of bots or other technical measures; deliberately using defects of the Community Tokens, making unreasonable inquires and/or under claims such as repeatedly asking the same questions beyond what is necessary, and other acts of interfering with or hindering the Company’s sale and provision of the Community Tokens or other persons’ use of the Community Tokens;
- Acts of decoding the software of the Community Tokens, such as by way of reverse engineering, disassembling or the like, for unreasonable purposes or in an unfair manner;
- Acts of altering the Community Tokes, or falsifying available information in relation with the Community Tokes;
- Acts that aid or encourage any of the abovementioned acts; and
- Acts other than those set forth in this article that the Company reasonably deems to be inappropriate.
In the case you violate these Terms or our Purchase Agreement, the Company may, at its discretion, take such action as it deems appropriate and you shall fully indemnify the Company for all damages and costs incurred, including from any third party claims against the Company, resulting from or associated with your acts.
12. Suspension, Termination
The Company may, without prior notice or demand and it its sole discretion, suspend or terminate the Purchase Agreement with you in each of the following scenarios:
- Violation of any provision of the Terms;
- Usage or attempted usage of the Community Tokens or any element thereof Products for any purpose or in any way that may cause damage to the Company, other users, or any other third party;
- A petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction has been filed in relation to you;
- Upon receiving a disposition for failure to pay taxes or other public charges in relation to you;
- If you have died or have become subject to a ruling for the commencement of guardianship, curatorship, or assistance;
- If Community Tokens are sold out;
- If delivery cannot be made due to unknown delivery issues in connection to the wallet address provided by you;
- You do not respond to any notification by the Company; or
- Other cases where the Company determines that it is not appropriate to continue transactions you.
If any of the above mentioned scenarios is applicable, all debts owed by you to the Company are immediately payable to the Company.
The Company shall not be liable for any damages incurred by you arising out of the actions taken by the Company under this article.
As used in these Terms, “Confidential Information” means any technical, business, financial, organized or any other information disclosed to you by the Company, including our Purchase Agreement and these Terms, whether in written or oral form, in connection with the Community Tokens.
You shall use Confidential Information solely for the purpose of holding the Community Tokens, and shall not publish nor disclose Confidential Information to any third party unless prior written consent is obtained from us. However, this provision shall not apply whenever disclosure is required pursuant to a court order or any applicable laws or regulations.
Whenever you need to reproduce, copy or adapt any Confidential Information, prior written consent from us shall be required to perform such modifications. You must strictly manage such reproduced, copied or adapted materials in accordance with this article.
Upon request from us, you shall immediately return or destroy any and all documentation or media containing Confidential Information in accordance with the instructions by the Company.
14. Force Majeure
Neither party will be responsible or have any liability for any delay or failure to perform any of its obligations under the Terms (excluding payment obligations) to the extent such failure is due to unforeseen circumstances or to causes beyond such party’s reasonable control, including acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, acts of terrorism, war, pandemics, cybersecurity breaches, IT or internet outages, and acts of civil and military authorities.
15. Notice or Communication
Any communications or notices from you to the Company, including but not limited to inquiries with respect to the Community Tokens, and any communications or notices from the Company to you shall be made in accordance with the procedures specified by the Company, available at your request via e-mail to [email protected].
You shall not assign, transfer, grant security interests on or otherwise dispose of the rights or obligations under the Terms without the prior written consent of the Company. In case you assign, transfer or grant any interest under the Terms, the terms and conditions of these Terms shall apply to and be binding upon the successor hereto.
In cases where the Company transfers the business regarding the Community Tokens in whole or in part of the business regarding the Community Tokens to a third party, the Company may, as part of such transfer, assign to the third party the rights and obligations of the Company under the Terms. You hereby agree to such transfer in advance.
17. Entire Agreement
These Terms and our Purchase Agreement reached by completing all steps on our website form the entire agreement of the parties with respect to our sale of Community Tokens to you and merge and supersede any and all prior and contemporaneous agreements, understandings and communications between the parties, whether oral or written, with respect to such subject matter.
If any provision of the Terms or a part thereof is held to be invalid or unenforceable under any laws, regulations or court orders, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.
19. Governing Law and Jurisdiction
The Terms shall be governed by the laws of the Netherlands without regard to conflict of laws principles.
Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the appropriate courts in Amsterdam.