Last updated: August 23, 2024
Introduction
The following terms and conditions (the “Ts&Cs”) constitute a legally binding agreement between you (referred to herein as “you”, “your”, or “User”) and Alpha Collective, Inc., a California Corporation with an office at 1 Pine Street, Apt. 2209, San Francisco, CA, 94111, USA (“Based Cards”, “we”, “us”, or “our”), governing your interaction with the Service (as defined below).
Certain services or elements of the Service, including without limitation any Based Cards NFT (as defined below) or any Based Cards profile hosted on a social media platform (e.g., Facebook, Twitter, Discord, or Instagram), may be subject to additional or supplemental terms, as set forth in these Ts&Cs or in connection with such services or elements and as are herein incorporated by reference (“Supplemental Terms” and, collectively with these Ts&Cs, the “Agreement”). If these Ts&Cs are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such Service.
By browsing the website available at https://basedcards.com/ (the “Website”), participating in the minting, purchase, acquisition, or sale of a Based Cards NFT, redeeming a physical card through https://redeem.basedcards.com, and/or using any of our other services (collectively, the “Service”), you expressly acknowledge and agree that you have read, understand, and agree to be bound by this Agreement. If you do not agree to the terms set forth in this Agreement, you must not access or use our Website or any Service, including to purchase any Based Cards NFT or to redeem any physical card.
Our Service
2.1 Service Description
Based Cards operates a minting dapp where users can mint 102 NFTs on the Base chain, each representing a specific card in the Base Unlimited Pokémon set from 1999. These NFTs can be traded on secondary marketplaces like OpenSea or redeemed for the physical card through our site https://redeem.basedcards.com, which is powered by Shopify. The physical cards are stored securely in a safe deposit box at a Wells Fargo bank in San Francisco and are fully insured.
2.2 NFT Availability
Based Cards does not guarantee that NFTs will be available for minting or that users will be able to trade or sell their NFTs on secondary marketplaces. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time.
2.3 Asset Management Services
The Asset Management Services provided by Based Cards include the storage, insurance, and shipment of the physical cards represented by the NFTs. These services are offered under specific terms as outlined in this Agreement. Please note that the free storage and insurance of physical cards are only guaranteed until December 31, 2024. After this date, Based Cards reserves the right to modify, discontinue, or impose fees for the Asset Management Services. This may include requesting you to redeem your physical cards or agreeing to new terms for continued storage and insurance.
Ownership of Based Cards NFTs and Artwork
3.1 Ownership of NFTs
Each Based Cards NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by or on behalf of Based Cards or its licensors (the “Artwork”). You acknowledge and agree that, as between Based Cards and you, Based Cards owns all legal right, title, and interest in and to the Artwork, and all intellectual property rights therein.
3.2 Intellectual Property Rights
Based Cards NFTs may also incorporate one or more elements of Based Cards’ trademarks and branding (the “Brand”). Each Based Cards NFT is a non-fungible token hosted on a third-party blockchain, ownership of which can be transferred on or through such blockchain through gift, purchase, or sale. The Artwork is neither stored nor embedded in the Based Cards NFT but is accessible through the Based Cards NFT.
3.3 Licensing of Artwork and Brand
ALTHOUGH THE BASED CARDS NFT ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE ARTWORK EMBODIED THEREBY AND ANY BRAND INCORPORATED THEREIN OR USED IN CONNECTION THEREWITH IS LICENSED PURSUANT TO THESE NFT TERMS, AND IS NOT TRANSFERRED OR SOLD TO SUCH OWNER.
3.4 Reservation of Rights
The rights that you have in and to the Artwork are limited to those expressly stated in the licensing section below. Based Cards and its licensors reserve all rights in and to the Artwork and Brand not expressly granted herein.
Licenses
4.1 License to Use Artwork and Brand
Subject to your lawful purchase or acquisition of a Based Cards NFT and your continued compliance with this Agreement, Based Cards grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sublicense:
(a) to display the Artwork and any Brand embodied by your Based Cards NFTs, solely as embodied by the applicable Based Cards NFTs and solely for the following purposes:
(i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); or
(ii) through or as a part of a marketplace that permits the purchase and sale of your Based Cards NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Based Cards NFT for sale.
4.2 NFT Access Privileges
(b) to access certain limited features or exercise certain privileges (“NFT Access Privileges”) offered on or through Based Cards’ website and/or mobile application(s), including without limitation the Asset Management Services (collectively with the NFT Access Privileges, the “Services”), in each case in accordance with the then-current functionalities of such Services and as may be modified by Based Cards from time to time.
4.3 Disclaimer of Warranties
Based Cards provides the Based Cards NFT, licenses the Artwork and Brand to the owner of the Based Cards NFT, and provides the Services on an “AS IS” basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose.
4.4 Non-Transferability of License
The license to display the Artwork and any Brand embodied by the Based Cards NFT is automatically and always transferred with the Based Cards NFT. Otherwise, the license to display the Artwork and any Brand embodied by the Based Cards NFT is non-transferable. You acknowledge and agree that the license granted to you in this Agreement applies only to the extent that you lawfully purchased or acquired and continue to own the Based Cards NFT.
Asset Management Services
5.1 Assumed Contract
Each Based Cards NFT represents and conveys ownership of a certain individual Asset as depicted in or otherwise corresponding to the Artwork. For the avoidance of doubt, each Asset is owned by the then-current owner of the corresponding Based Cards NFT. When you purchase a Based Cards NFT, you acknowledge and agree that:
(i) the seller from which you purchased this Based Cards NFT is released from their contract with Based Cards for Asset Management Services, as set forth in more detail in the Based Cards Terms (the “Assumed Contract”);
(ii) by way of novation, you assume such seller’s rights and are bound by and shall perform such seller’s obligations and liabilities under the Assumed Contract; and
(iii) you are entering into a binding legal agreement with Based Cards for the Asset Management Services with respect to the Asset corresponding to this Based Cards NFT.
5.2 Termination of Assumed Contract
You may terminate the Assumed Contract at any time by:
(y) selling the corresponding Based Cards NFT, and assigning the Assumed Contract by way of novation to the Buyer of such Based Cards NFT; or
(z) redeeming your Based Cards NFT for the underlying Asset.
5.3 Redemption Fees and Charges
Subject to your ongoing compliance with this Agreement and the Assumed Contract, including without limitation your payment of any Based Cards Fee due in connection with your purchase of this Based Cards NFT, Based Cards shall make the Asset Management Services available to you in connection with the Asset corresponding to this Based Cards NFT. You acknowledge and agree that any redemption of this Based Cards NFT for the corresponding Asset may be subject to additional fees, including without limitation shipping and handling charges, in accordance with Based Cards’ then-current practices.
5.4 Expiration of Free Asset Management Services
You acknowledge and agree that the free Asset Management Services provided by Based Cards are only guaranteed until December 31, 2024. Based Cards may, at its sole discretion, decide not to continue providing free storage and insurance services beyond this date. In such an event, Based Cards will notify you of any changes to the Asset Management Services, which may include:
(a) Requiring you to redeem your Based Cards NFT for the underlying physical card (Asset) within a specified time frame.
(b) Offering continued storage and insurance services subject to new terms, which may include fees.
If you fail to redeem your physical card or agree to the new terms within the specified time frame, Based Cards reserves the right to take appropriate action, which may include charging storage fees or disposing of the Asset in accordance with applicable laws.
Redemption of Physical Cards
6.1 Redemption Process
When you own a Based Cards NFT, you may redeem it for the physical card it represents by visiting https://redeem.basedcards.com. The physical card will be securely shipped to you after verification of your ownership and identity.
6.2 Redemption Fees
Your redemption of a Based Cards NFT for an Asset may be subject to additional fees for such redemption, including without limitation Taxes and shipping and handling fees, in each case as determined by Based Cards' discretion, as set forth on the Service, and as may be subject to change from time to time.
6.3 Metadata Update
Upon redemption, the NFT associated with the redeemed physical card will not be burned but will have its metadata updated to reflect that the physical card has been redeemed. The updated metadata will serve as a placeholder indicating that the NFT no longer represents a claim to the physical card.
6.4 Liability and Insurance
Based Cards uses good faith efforts to ensure the integrity and safe delivery of all physical cards, including full insurance coverage during storage and shipping. However, Based Cards shall not be liable to you for any loss, damage, or theft of the physical card during the redemption process or otherwise.
User Responsibilities
7.1 Compliance
You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations.
7.2 Prohibited Activities
You agree not to engage in any illegal or unauthorized activities in connection with the Service. This includes, but is not limited to, fraud, misuse, or unauthorized access to other users' accounts.
Limitation of Liability
8.1 Disclaimer
To the fullest extent permitted by law, Based Cards disclaims all warranties, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose. The Service is provided on an “AS IS” and “AS AVAILABLE” basis.
8.2 Limitation
In no event shall Based Cards be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation lost profits, even if Based Cards has been advised of the possibility of such damages.
Governing Law and Dispute Resolution
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
9.2 Arbitration
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration conducted in San Francisco, California, by a single arbitrator. The arbitration shall be administered by a free arbitration provider and shall be conducted in accordance with its rules and procedures.
Modifications to Terms
Based Cards reserves the right to modify these Ts&Cs at any time. Any changes will be posted on the Website, and your continued use of the Service following any modifications will constitute your acceptance of the updated Ts&Cs.
Contact Information
For any questions or concerns regarding these Terms of Service, please contact us at: hi@basedcards.com.
