Last Updated: 27/04/22
(2.1) By purchasing an NFT from the Company, you accept and agree to this Contract in its entirety.
(2.2) If you do not agree to this Contract, you should not purchase any NFT from the Company or its agents or affiliates.
(2.3) This Contract may be subject to any agreement you make with the Company’s own agents or affiliates in force from time to time when purchasing the NFTs.
(2.4) You confirm that you have the legal capacity to purchase, receive and hold the NFTs as appropriate, and you are responsible for storing and transferring your NFT securely. The Company shall not be liable to you or to any Owner for any loss theft or defect in any of the NFTs, subject to the liability provisions below.
(2.5) If you choose to transfer your NFT to any third party, you are responsible for any contract you enter into with them and for ensuring the lawful and secure transfer.
(3.1) During any pre-sale period, as notified, you may purchase a total of up to five AllBright Classic Sister NFTs and five AllBright Rare Sister NFTs per transaction via the following website https://promo.allbrightcollective.com/allbright-nft/.
(3.2) After the pre-sale period, you may purchase a total of up to five AllBright Classic Sister NFTs and five AllBright Rare Sister NFTs per transaction via the following website https://promo.allbrightcollective.com/allbright-nft/.
(3.3) The Company reserves the right to change the price of any NFT at any time up until the point at which the Contract and a sale price is agreed between the Company and you.
(3.4) The NFTs are subject to availability and prices may vary from time to time.
(4.1) Once you have purchased any NFT from the Company, you are not entitled to any refund, including where any of the Rights are no longer available, denied or withdrawn, at any time.
(5.1) The Company has no liability to any Owner for the loss of, inability to access or any defective NFT in any case whatsoever.
(5.2) The Company shall not be liable to you or to any Owner for any damage, loss or other liability relating to the NFTs which relates to any:
loss of profits or wasted expenditure;
loss of sale or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of any software, data or information;
loss of access to, or loss of custody or control of any NFT once an Owner has purchased any NFT;
loss of or damage to goodwill; and/or
indirect or consequential loss.
At its sole discretion and without prior notice, the Company may amend, change, update or add to this Contract and any of the Rights. The Company therefore recommends you review this Contract prior to any purchase of the NFTs.
(7.1) Any Owner shall be entitled to own, sell and/or exploit that NFT, and benefit from the Rights, in accordance with this Contract.
(7.2) From time to time, the Company may automatically donate a certain percentage of any initial sale price to a charitable or other cause.
(7.3) The NFTs are specifically designed to ensure any onward (secondary) sale of any NFT to any Owner will result in an automatic payment to the Company for the value of 10% of the net sale price.
(7.4) The Company owns and retains all Intellectual Property Rights, interests, and titles which subsist in the NFT, including in any creative works, artwork, digital works or other works that comprise or are featured on or in the NFTs (the “IP Works”).
(7.5) The Company licenses to the Owner the IP Works for the duration of the time they are owned by the Company, for the sole purposes of owning, storing and transferring the NFT (including displaying the image that attaches to the NFT) and benefitting from the Rights (the “Licence”).
(7.6) There are two categories of NFTS, and the Company will grant the Owner the rights and features as described below:
“AllBright Classic Sister NFT”, which provides access to the AllBright Digital community for one individual nominated by the NFT owner in perpetuity, subject to the community terms and rules which are in place from time to time, and subject to the existence, operation or running, from time to time, of the AllBright Digital Community (the “Standard Rights”);
"AllBright Rare Sister NFT”, which provides access to all of the Standard Rights and, subject to the Terms of Service (see https://www.allbrightcollective.com/terms-conditions) and the Membership Application process outlined in such Terms, the right to one full Membership of the Club (as defined therein) for one individual nominated by the NFT owner for the term of sixty years from the date of acceptance of the Membership (the “Rare Rights”), (the Rare Rights and the Standards Rights, together, being the “Access Rights”)
"AllBright Super Rare Sister NFT”, which provides access to all of the Standard Rights and Rare Rights and, for one individual nominated by the NFT owner, 2 economy class flights from anywhere to either London or New York (up to £2,500 per flight), 2 nights stay in a 5 star hotel and lunch and coaching session with the AllBright Founders (the “Super Rare Rights”), (the Rare Rights and the Standards Rights and Super Rare Rights, together, being the “Super Access Rights”)
(7.7) The Access Rights and Super Access Rights are subject to the Terms as applicable from time to time, including any entry requirements such as the requirement for any member to me an individual who identifies as a female. Where there is any conflict between this Contract and the Terms, the Terms shall take precedence in relation to the Owner’s exercise of the Access Rights.
(7.8) The Parties agree and acknowledge that the Rights are separate and stand-alone rights and that ownership or purchase of any NFTs does not guarantee permanent access to the Rights. The Company reserves the right to remove, add to, amend or vary the Rights that attach to the NFTs from time to time.
(8.1) By accepting this Contract, you acknowledge and warrant that you:
have the necessary knowledge and understanding of blockchain technology to store and utilise as you see fit the NFTs where appropriate; and
understand the risks associated with blockchain-based software systems.
(8.2) You understand that the purchase of NFTs can be affected by economic risks, including but not limited to partial or total loss of value. The Company makes no guarantee as to the value of any of the NFTs at any time whatsoever.
(8.3) The Parties agree and acknowledge that the NFTs are utility tokens and not security tokens and are therefore unregulated assets. The Owner hereby agrees and acknowledges that:
the NFTs are not security tokens;
the NFTs are not, nor are they tantamount or equivalent to, any specified investments under Part 3 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544); and/or
the Company is not carrying out nor does it need to carry out a “regulated activity” under section 19 of the Financial Services and Markets Act 2000 in selling the NFTs or providing the Rights.
Your personal data shall be kept, where appropriate, in accordance with the Company’s Privacy Policy, see https://www.allbrightcollective.com/privacy
This Contract constitutes the complete and exclusive understanding and agreement between you and the Company for the sale and purchase of any NFTs, subject to any terms of any of the Company’s agents or affiliates (including NFT exchanges) and subject to any terms or Rules that apply to any of the Rights.
If you have any questions regarding this Contract, please contact the Company at the following address legal@allbright.co.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Unless it expressly states otherwise the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.