1.1 Skyrupt GmbH (Skyrupt) collaborates with artists to create digital artworks, art pieces and other digital works of art and individualise them as so-called "Non-Fungible Tokens" (NFT) in order to sell them on a dedicated internet website created especially for this purpose. The proceeds from this campaign will be used for development and implementation of new NFT features, maybe in the near future subject to an examination of a possible patent application, as well as a fixed amount for charitable purposes.
1.2. These General Terms and Conditions (GTC) are applicable to all contracts concluded and executed between you as the buyer and us as the operator of the brand website, the website for selling the CryptoDemons & Angels "Non-Fungible Tokens" (CD&A Minting Website) and the different merchandise & NFT stores (brand website: www.demonsangelsnft.com; merchandise website: www.demonsangelsnft.com/merchandise ; website for selling NFTs: will be updated here after IT development are completed). As part of the purchase process, you accept the GTC as binding.
The operator of the CD&A Minting Website and your contractual partner is the company Skyrupt under civil law with legal capacity called Skyrupt GmbH, St. Johanner Str. 41-43, 66111 Saarbrücken, Germany, represented by the Executive Director Tim A. Meinhold.
Please send an e-mail to info@demonsangelsnft.com in case of any questions, requests or complaints.
1.3 The GTC stipulate the details of the contractual relationship and, at the same time, include important consumer information in the legally relevant version. You can open the GTC at the time of buying, save it on your computer and/or print it out. The General Terms and Conditions applicable to your purchase will also be sent to you again separately along with the purchase confirmation on a durable medium (e.g., e-mail or hardcopy) if you provide us with the relevant contact details.
1.4 For reasons of legal security, our offer is only meant for those who are not blacklisted who have been duly identified as holders of a digital purse (wallet) for cryptocurrency by a payment service provider subject to state banking supervision. For that reason and due to anti money laundering requirements and regulations, identity checks are mandatory.
2.1 You can only use our CD&A Minting Website if you have the Phantom wallet that supports the Solana Blockchain. Your wallet is used to pay the purchase price and also to securely transfer the purchased NFT to you. The wallet should therefore have adequate balance of the cryptocurrency SOL (Solana) in the amount of at least the purchase price and potential fees required to buy the selected NFT. You can for example purchase the required SOL credit directly within the wallet via one of the payment service providers that can be selected there (e.g. MoonPay), for example by credit card, bank transfer or Apple Pay. For more information on creating the wallet and adding the required cryptocurrency to it, please refer to our FAQs and the relevant wallet usage or payment service provider terms and conditions.
2.2 We have exclusively acquired all rights to the digital artworks created by the collaborating artist for our NFT campaign for "tokenisation" and resale as "Non-Fungible Tokens" (NFT). The NFTs are shown in the Solana Blockchain via a programme code (so-called "smart contract"), which stores both the individual token ID and the wallet address of its owner or rights holder and, if applicable, other programme data and information in a tamper-proof manner.
2.3 In order to buy the NFT, you will have to pass an ID-check (see also §1.4). The link to that ID-check will be displayed on our website or in the FAQs. The offer to conclude a contract comes from you as the buyer when you click the "Buy now" button after you successfully passed the ID-Check from our external ID-check service provider and entered the required details there (especially the wallet address). Once you click, the purchase price is paid to our wallet and the purchased NFT is transferred from our wallet to your wallet (change of wallet address of the NFT owner). Depending on the network load, the transaction may take some time to be completed (in exceptional cases even several hours), about which you will be informed by a corresponding confirmation together with the purchase confirmation if you provided us with the relevant contact details (see also §1.3).
2.4 We have two different merchandise stores: a European and an American store. For any purchase or usage of these stores, please read the relevant service provider terms and conditions.
2.5 Please notice, that the artwork displayed on our websites can vary from the final purchased artwork, as the artwork displayed on the websites are artworks in the development phase. In addition to that, the artworks are all different, unique and algorithmically generated. By purchasing one of our NFTs, you are aware that small changes in the artwork can occur and that you cannot choose the artwork you desire.
3.1 By selling the NFT, the exclusive and unrestricted rights in terms of time and location, to use the corresponding NFT privately and to use it in accordance with its programming, is transferred to you as its new owner. This usage right especially includes the right to make the NFT publicly accessible, to distribute and to reproduce it. Reproduction includes the right to publicly reproduce the NFT for private purposes (using audio media, visual media, audio-visual media, multimedia or other data media in all compatible formats, using appropriate digital processes and techniques).
3.2 Due to the above transfer of rights, it is especially ensured that you can exhibit and also resell the purchased NFT at any time on relevant galleries and platforms (e.g. Opensea, MagicEden) by entering your wallet address. From every resale by a (also subsequent) buyer of the NFT (Secondary Sale / revenue sharing), we as Skyrupt automatically get 10% of the net purchase price. The corresponding amount of cryptocurrency is transferred to our NFT wallet or another Wallet kept in our name. Please remember to inform your buyer of this Skyrupt revenue sharing, which is an essential part of the NFTs and our long-term project.
3.3 NFTs or the rights associated with them are basically inheritable under German law, but for the heir(s) to actually be able to access the digital inheritance, the testator has to make an appropriate provision.
3.4 The purchase prices of the NFTs are inclusive of statutory VAT (if any) and all direct extra costs in the specified cryptocurrency (SOL (Solana)). The payment method is described in section 2.1. Unfortunately, a conventional payment, such as directly via credit card or bank transfer without conversion into the required cryptocurrency, is not possible.
3.5 In any case, we retain ownership and all rights to the NFT sold until the purchase price has been paid in full. If, for whatever reason, the NFT has been transferred without the simultaneous payment of the crypto purchase price, the corresponding euro amount should be paid immediately to a bank account specified by us.
4.1 Consumers generally have a 14-day cancellation right when concluding a distance sale transaction, although there are exceptions to this right, especially in case of digital content. Information about this is provided below.
4.2 A key feature of blockchain technology is that transactions executed with it are completely transparent and as such cannot be altered. Therefore, they cannot be changed directly, but at best they can be reversed using a new transaction. In addition, for technical reasons, the purchase contract for the NFT coincides with its execution (exchange of NFT and purchase price in the respective wallets) or is implemented in such close sequence that, in any case, we have to start executing the contract before the 14-day cancellation period is over. According to the statutory regulations (§ 356 section 5 of the German Civil Code), there is no cancellation right for digital content in these cases if the consumer has expressly agreed to the early commencement of execution and confirmed that he is aware of the non-applicability of cancellation right.
We have implemented this in the sales process so that the following text is shown on our Brand website and/or in our NFT Minting Website near the "Buy" button:
*Our General Terms and Conditions apply to the purchase and include the provisions for the Skyrupt's share of the proceeds in the event of resale as well as information on the statutory cancellation right and its exceptions. *
By clicking on "Buy now" you expressly agree to the contract execution before the expiry of the cancellation period and confirm that you are aware of losing your cancellation right once the execution commences.
5.1 We do not accept any liability for the availability and proper functioning of our innovative NFT Minting Website and any integrated third-party services until we confirm that the contract has been concluded with you as stipulated in these General Terms and Conditions. We would also like to point out that the entire blockchain technology for trading digital currencies and unique tokens for digital content such as NFTs is new and hence subject to many legal uncertainties and risks that are beyond our control and requires a high degree of caution and willingness to take on risks on the part of our contractual partners.
5.2 Given this background, we shall not be liable for any defects in our performance and for damages in accordance with the statutory provisions, unless otherwise stipulated below. Our revenue sharing in case of resale in accordance with section 3.2 is a characteristic feature and, as a result of corresponding programming, an essential part of the NFTs; it does not justify any defect claims on the part of the buyer.
5.3 In case of contract violations, irrespective of the legal grounds, we are responsible only for intent and gross negligence. In the case of simple negligence, we shall only be liable:
– for damages arising from injury to life, limb or health, and
– for damages arising from the violation of an fundamental contractual obligation (obligation, whose fulfilment makes it possible to execute the contract properly in the first place and on whose regular fulfilment the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically arising damage.
Our liability is limited to the amount of SOL (Solana) paid for the NFT or its equivalent in Euro at the time of purchase, whichever is lower.
5.4 The above limitations of liability shall also apply to contractual violations by persons for whom we are responsible in accordance with statutory provisions. Claims under the Product Liability Act shall remain unaffected in all cases.
6.1 This GTC and the contractual relationship with you shall be governed by the laws of the Federal Republic of Germany. The statutory provisions on restricting the choice of law shall remain unaffected. In particular, the choice of law should not have the result of depriving the consumer of the protection which, in the absence of the choice of law, would be afforded to him by mandatory provisions in the country of his habitual residence.
6.2 We shall endeavour to settle any disagreements arising from our contractual relationships amicably. However, we are not obliged to participate in a dispute resolution process before a consumer arbitration body and are generally not prepared to do so; we shall take a firm decision regarding this on a case-to-case basis.
6.3 The ordinary legal process is open for both parties. The statutory provisions shall apply to the place of jurisdiction.
Saarbrücken, Germany, 16.06.2022