TERMS OF USE

Last updated: April 8, 2022

These Terms of Use (the “Terms”) govern your use of the website and application located at https://www.portdusoleil.se and other subdomains (collectively the “Platform”) owned and operated by Port du soleil. (“Port du soleil”, the “company,” “we,” “us,” or “our”).

By accessing you agree to abide by these Terms of Use and to comply with all applicable laws and regulations. We reserve the right to review and amend any of these Terms at our sole discretion and update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.  If you do not agree with these Terms of Service, you are prohibited from using or accessing our Platform or using any other services provided by us.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE TERMS GOVERN YOUR USE OF THE PLATFORM, APP, THE SITE, AND ANY PURCHASES YOU MAKE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE PLATFORM AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE PLATFORM, YOU ARE CONFIRMING YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE PLATFORM AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

The NFT

Port du soleil are a collection of 1,122 unique profile pictures of varying traits and rarity.

To purchase a NFT, first, you will need to purchase Ethereum (ETH) from a cryptocurrency exchange by setting up an account on apps such as Shakepay, Coinbase, Binance, or Gemini. Then, you will need to transfer your fiat money into ETH and then send your ETH into a digital wallet, the most popular being Metamask: https://metamask.io/ You will be able to connect this wallet to the Port du soleil website to purchase/mint your NFT on the launch date.

You are solely responsible for any gas fee and tax liability arising from minting or reselling your NFT.

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Port du soleil, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We grant You a limited, personal, non-exclusive, and non-transferable license to access and use the Services only as expressly permitted in these Terms of Service.

As an NFT holder, you are entitled to use the image AS A WHOLE in your creations. Port du soleil does not allow other projects utilizing individual layers or traits of Port du soleil NFTs, and you hereby agree to refrain from minting new NFTs that are derivatives of our project, changing the original Port du soleil, or minting another full project using Port du soleil in any way.

The Platform and its associated features, including but not limited to, images, names, logos, 3D layer files, trademarks, the website, and smart contract code, are owned by Port du soleil and protected by copyright, patent, trademark, trade secret and other proprietary rights and laws. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform. You further agree not to engage in or use any data mining, robots, scraping or similar data gathering method on the platform. All rights not expressly granted are reserved by Port du soleil.

Limitations of Use

You acknowledge and agree that you will not use any Port du soleil materials in any way that is fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, unlawful, offensive, or otherwise objectionable or unreasonable or infringing upon any laws, regulations, privacy rights, copyrights, contractual rights, third-party rights, intellectual property rights, proprietary rights or confidentiality obligations. You further agree to not use the Port du soleil in any way that could be construed as being adverse or derogatory to the image of Port du soleil or any of its subjects featured in the NFTs.

By using the Platform, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

1. modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on the Platform;
2. remove any copyright or other proprietary notations from any materials and software on the Platform;
3. transfer the materials to another person or “mirror” the materials on any other server;
4. knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service the Company provides;
5. use the Platform or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
6. use the Platform or its associated services in violation of any applicable laws or regulations;
7. use the Platform in conjunction with sending unauthorized advertising or spam;
8. harvest, collect, or gather user data without the user’s consent; or
9. use the Platform or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

You further agree that you are solely responsible for your interactions with other users of the Platform. We reserve the right, but has no obligation, to become involved in your dispute with other users of the Platform.

Disclaimers

You expressly understand and agree that your access to and use of the Platform is at your sole risk, and that the Platform is provided “as is” and “as available” without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the Platform and any part of it (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability.

Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the Platform will meet your requirements; (ii) your access to or use of the Platform will be uninterrupted, timely, secure or free from error; (iii) usage data provided through the Platform will be accurate; (iii) the Platform or any content, services, or features made available on the Platform are free of viruses or other harmful components; (iv) that any data that you disclose when you use the Platform will be secure; (v) that the roadmap posted on our Platform would be implemented or followed; or (vi) that any of our future plans or projects will be implemented or successful.

We will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum network or an electronic wallet, 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, brute forcing or other means of attack against the Platform, Ethereum network, or an electronic wallet.

All smart contracts are conducted and occur through our code, and all transactions are recorded on the decentralized ledger within the Ethereum network. For clarity, we have no control over and make no guarantees or promises with respect to the functionality of the Ethereum blockchain and/or the execution of smart contracts and/or transactions.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.

Limitation of Liability

In no event shall the Company or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use our Platform or the materials on the Platform, even if the Company or an authorized representative has been notified, orally or in writing, of the possibility of such damage.

In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.

Without limiting the limitation of liability above, in the event of any problem with the Platform, you agree that your sole and exclusive remedy is to cease using the Platform.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, and some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply to personal injury claims.

Assumption of Risk

You accept and acknowledge each of the following:

The prices of blockchain assets are extremely volatile. We cannot guarantee that any purchasers of our tokens or other items will not lose money.

There are risks associated with using an Internet-based currency, 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 your wallet. You accept and acknowledge that Port du soleil will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Port du soleil ecosystem, and therefore the potential utility.

The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Port du soleil ecosystem, and therefore the potential utility.

There is no guarantee that any purchase of Port du soleil will have any value in the future.  Any future benefits are ancillary to this purchase and not to be taken into consideration with your initial purchase. You agree that you are not relying on any future commitments. Port du soleil are not meant as investment vehicles. The Company makes no promises or guarantees that these NFTs will be worth more than the market deems they are worth. You understand that these NFTs will have no inherent monetary value and should be treated as a collectible.

You accept the inherent security risks of providing information and dealing online over the internet, and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence.

Port du soleil is not responsible for determining the taxes that apply to your transactions on the Platform or any blockchain.

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 applications using the Ethereum platform, including the Port du soleil ecosystem.

Indemnification

To the fullest extent permitted by Applicable Law, You will indemnify, defend and hold harmless Port du soleil and its past, present and future employees, partners, contractors, consultants, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your use of the platform or any services, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Changes to the Platform

We may revise and update these Terms of Use from time to time in our sole discretion. When we make changes, we will update the “Last Updated” date at the beginning of these Terms accordingly, which apply to all access to and use of the Platform. You are solely responsible for reviewing and becoming familiar with any such modifications. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Platform, including holding Port du soleil NFTs after the Terms have been updated, will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Platform. Material changes and amendments, deemed at our sole discretion, will be posted on Twitter or Discord.

Termination

You may terminate these Terms at any time by discontinuing your access to and use of the Platform. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and discontinue the Platform. Your holding of a Port du soleil NFT will survive the termination of the Terms and 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

Accuracy of Materials

The materials appearing on our Platform are not comprehensive and are for general information purposes only. The Company does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Platform, or otherwise relating to such materials or on any resources linked to the Platform

External Sites

The Company has not reviewed all of the sites linked to the Platform and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by the Company of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.

Governing Law

The laws of British Virgin Islands, excluding its conflicts of law rules, shall govern this Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT PORT DU SOLEIL AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

Severance

Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.

Children

You affirm that you are over the age of 18, or the legal age of your jurisdiction, whichever is greater, as the Platform is not intended for children under 18.