Effective Date: Sunday 1st December 2024
This Terms of Service document (“Terms”) establishes the agreement between Vtail Ltd. (“ElmonX,” “we,” “our,” or “us”) and you, the User (“you,” “your,” or “User”), who accesses or utilizes the ElmonX platform or engages with TimePunks by Jacob & Co., including both digital NFTs and any associated physical products, which are handled and managed by Vtail Ltd. through the TimePunks Gateway or ElmonX platform.
By purchasing a TimePunks NFT or using our services, including any associated physical products such as the Jacob & Co. watch, you agree to be bound by these Terms and any referenced policies, including our Privacy Policy. Please be aware that the Dispute Resolution section includes a binding arbitration clause and a class action waiver. By agreeing to these Terms, you waive your right to have disputes resolved by a judge or jury and waive any right to participate in class actions, class arbitration, or representative actions. Instead, you agree that any disputes will be resolved exclusively through binding individual arbitration, as outlined in these Terms.
By using our services or purchasing NFTs and related physical items, you confirm your agreement to these Terms and any other referenced policies. If you do not accept these Terms, you are not authorized to use our services or the TimePunks Gateway or ElmonX platform.
To ensure clarity:
“ElmonX” refers to Vtail Ltd, a private limited company incorporated and registered in England and Wales, along with its affiliates, agents, officers, contractors, employees, and vendors.
“Jacob and Co.” refers to Jacob & Co. Geneve LLC, its affiliates, subsidiaries, and authorized representatives.
“TimePunks Gateway” enables users to connect, purchase, transfer, and manage NFTs while also facilitating interactions with associated physical products such as watches for physical redemption.
“TimePunks NFTs” are unique digital collectibles authenticated via the Ethereum blockchain and a redeemable claim of a custom made physical Jacob & Co watch. Also referred to as “TimePunks” or “TimePunk”
“Ethereum” refers to the decentralized blockchain supporting NFT transactions.
“Gas Fees” are network fees incurred for processing Ethereum-based transactions.
“User Agreement” refers to the binding terms governing platform use.
“Learning Law” implies the responsibility of users to understand blockchain, digital ownership, and regulatory requirements.
“CryptoPunks” is the registered trademark belonging to Yuga Labs which is also defined as the CryptoPunk artwork collection.
“Site” is defined as jacobandcotimepunks.com, the website where the TimePunks project will take place.
“User” is defined as a consumer who purchases via the Site. You, the User, who acknowledges and accepts these Terms by engaging with the TimePunks Gateway, purchasing NFTs (digital assets), or acquiring any associated physical products (including items such as the Jacob & Co. watch), agree to abide by these Terms.
This agreement is entered into between:
1. ElmonX, headquartered at 20-22 Wenlock Road, N17GU, London, UK representing its platform and services.
2. You, the User, who acknowledges and accepts these Terms by engaging with the TimePunks Gateway or purchasing through the site.
Both parties agree to fulfill their respective roles and obligations as outlined herein.
4.1 Age Requirement
- Users must be at least 18 years of age to access or use the platform. By accessing or using the service, you confirm that you meet this requirement and are legally able to enter into this agreement.
4.2 Legal Compliance
- Users are responsible for ensuring compliance with all applicable local, national, and international laws, including, but not limited to, those concerning blockchain technology, NFTs, digital assets, intellectual property, taxes, and consumer protection.
ElmonX encourages users to educate themselves on:
5.1 Blockchain Fundamentals: Users should understand how blockchain and Ethereum work, as well as how to secure their wallets and private keys.
5.2 Legal Frameworks: Users must ensure compliance with all relevant laws related to cryptocurrency, NFTs, and intellectual property in their jurisdiction.
5.3 Tax Obligations: Users are responsible for reporting and paying taxes related to their NFT transactions and activities, in accordance with applicable tax laws. This includes any potential customs or duty taxes that may apply when physical products, such as the Jacob & Co. watch, are delivered.
5.4 Compliance Assurance
Users must comply with applicable Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations. ElmonX and Jacob and Co. may request relevant documentation to ensure compliance.
The User Agreement governs all platform activities:
6.1 Access Rights
- Users are granted a non-transferable, non-exclusive license to access and use the platform in accordance with these Terms.
6.2 Prohibited Activities
Users must refrain from:
- Engaging in fraudulent transactions.
- Violating intellectual property rights.
- Exploiting platform vulnerabilities or engaging in hacking.
6.3 Account Security
- Users are responsible for safeguarding wallet credentials and maintaining account security.
6.4 Platform Data Usage
ElmonX and Jacob and Co. may collect and utilize user data to enhance platform performance, analyze user behavior, and improve services. All data usage complies with our Privacy Policy, ensuring transparency and user privacy.
6.5 Third Party Services
ElmonX and Jacob and Co. is not responsible for issues arising from third-party services, including wallet providers or NFT marketplaces. Users are advised to review terms of these services independently.
6.6 Community Guidelines
Users are expected to maintain respectful interactions on the platform. Any abusive, fraudulent, or inappropriate behavior may result in account suspension or termination.
7. The TimePunks Gateway Terms
All platform activities are subject to these conditions:
7.1 Service Scope
- The Gateway enables NFT purchases, transfers, and portfolio management.
7.2 TimePunks Gateway Functionality
The TimePunks Gateway provides users with the ability to purchase, manage, and interact with NFTs, while also enabling claims for associated physical products, specifically the 99 custom TimePunks watches. A maximum of three (3) purchases per customer is permitted.
7.3 Redemption Deadline
Users must claim the associated physical watch by the deadline specified on the TimePunks Gateway. Claims made after the announced deadline will not be accepted, and the TimePunks NFTs will no longer be redeemable for a customized watch. Additionally, any unclaimed watches will not be subject to customization. ElmonX is not liable for any missed deadlines, and no exceptions will be made for late claims.
7.4 Eligibility for Redemption
To redeem a TimePunk NFT for a physical watch, the User must hold both a TimePunk NFT and a CryptoPunk NFT in their digital wallet at the time of redemption. Ownership verification will be conducted via the TimePunks Gateway.
7.5 Design Determination
All design and customization elements of the physical watch are solely determined by Jacob & Co. and are subject to their creative discretion.
Please note that all renders, mock-ups, or visual representations provided during the process and on the site are conceptual and subject to modification. The final product may differ from initial renders due to design adjustments, technical feasibility, or other creative considerations as determined by Jacob & Co.
7.6 Estimated Delivery Timeline
The estimated delivery date of the physical watch is August 2025; however, actual delivery times may vary depending on the User’s delivery address and other logistical factors. Users will be notified promptly of any significant changes to the delivery schedule, including, but not limited to, delays or advances in the anticipated delivery date.
Collection events may be available during the time of collection. Further details on these events, if any, will be communicated to Users as applicable. Additionally, Users may be subject to import duties, taxes, or fees depending on their location and applicable laws. Any such charges are the responsibility of the User, and ElmonX does not assume liability for these costs.
7.7 Gas Fees
- Users acknowledge and agree to bear the full cost of Ethereum Gas Fees associated with all transactions on the platform, including, but not limited to, minting, transferring, and purchasing NFTs. These fees are set by the Ethereum network and are subject to change without notice
7.8 Service Modifications
- ElmonX and Jacob & Co. reserve the right to modify, update, or discontinue any features, services, or products offered on the platform, at any time, without prior notice. Users acknowledge that such changes may affect their experience and agree to accept any such modifications as part of their continued use of the platform.
7.9 Refunds/ Cancellations
ElmonX does not offer refunds or cancellations for NFT purchases once transactions are completed.
8.1 User Rights
- Upon purchasing an NFT, the buyer is granted ownership of the unique digital token associated with the NFT. However, this ownership is limited to personal display or resale of the token and does not extend to ownership of any underlying intellectual property rights. The buyer is not granted the right to use, reproduce, or alter the digital artwork or content beyond personal use and resale unless specifically authorized in writing by the intellectual property holder.
8.2 User Obligations
- Compliance with these Terms and legal requirements.
- Avoidance of actions detrimental to the platform’s integrity or other users.
8.3 All sales are final. The terms of final sale outlined herein supersede any conflicting terms that may be stated on sales receipts or are part of Jacob & Co.’s standard return policies and practices. This includes deposits made during the pre-sale event beginning on December 5, 2024.
8.4 By purchasing a TimePunks NFT and linking it to your CryptoPunk NFT, you grant Jacob & Co., its affiliates, agents, and authorized representatives an irrevocable, nonexclusive, royalty-free license to use your CryptoPunk image and any underlying intellectual property for the sole purposes of designing, manufacturing, and selling the corresponding custom watch.
8.5 The custom watch associated with your TimePunk NFT is expected to be delivered in August 2025. However, before the shipment of the Jacob & Co. watch, ElmonX will verify ownership of the corresponding TimePunk NFT. If the TimePunk NFT is sold prior to shipment, the watch order will be automatically voided, and no liability shall be attached to Jacob & Co. Or ElmonX if the order is cancelled prior to shipment.
8.6 The TimePunk NFT, the custom watch, and all associated intellectual property—including the CryptoPunk image depicted by the TimePunk NFT—are provided for personal, non-commercial use only. Ownership of these items does not transfer, assign, or convey any intellectual property rights, including commercial licenses or usage rights, to the purchaser.
8.7 ElmonX collects and processes your personal information on behalf of Jacob & Co. when you interact with this website to mint a TimePunks NFT and initiate the watch creation process. Your rights concerning this data may include access, rectification, erasure, and restriction of processing, as well as the right to object to certain uses. For more information about these rights and our data practices, please read Jacob & Co.’s Global Privacy Policy at https://jacobandco.shop/policies/privacy-policy and ElmonX Privacy Policy at https://elmonx.com/privacy-policy
For further information please contract inquiries@jacobandcotimepunks.com
8.8 The purchase of a TimePunks NFT grants the User ownership of the digital collectible. This ownership does not extend to any underlying intellectual property rights, including copyrights or trademarks associated with the NFT. Users are restricted from using NFTs for commercial purposes without prior written consent from ElmonX and Jacob and Company.
9. Limitation of Liability
ElmonX and Jacob and Co. shall not be held liable for:
1. Direct, Indirect, or Consequential Damages, including lost profits or data.
2. User Negligence, such as mismanagement of wallet credentials.
3. Unforeseeable Interruptions, including technical failures or cyberattacks.
The TimePunks Gateway and NFTs are provided “as is,” with no guarantees regarding:
- Fitness for specific purposes.
- Uninterrupted operation or compatibility with third-party platforms.
You agree to indemnify, defend, and hold harmless ElmonX, Jacob & Co., their affiliates, service providers, and their respective officers, directors, agents, employees, and representatives from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees and regulatory fines) arising out of or in connection with:
Limitation of Liability
To the fullest extent permitted by law:
Neither ElmonX nor Jacob & Co. shall be responsible for damages except as determined by a final judgment for gross negligence, fraud, or intentional misconduct. Some jurisdictions may not allow certain exclusions, so limitations may vary based on local law.
No Warranty
Services are provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. ElmonX and Jacob & Co. do not guarantee uninterrupted or error-free service, the execution or recording of transactions, or the accuracy of digital asset price data. You acknowledge and agree that your use of ElmonX services is at your own risk.
For high-value transactions, Jacob and Company may recommend third-party escrow services to ensure transaction security. Users opting for escrow services bear any associated costs.
. 12.2 Termination of Services
ElmonX & Jacob and Co. reserves the right to terminate User access to the platform for breaches of these Terms, fraudulent activities, or violations of applicable laws. Ongoing transactions may be voided under such circumstances.
12.3 Force Majure
ElmonX & Jacob and Co. shall not be held liable for delays or failures caused by circumstances beyond its control, including but not limited to natural disasters, cyberattacks, or regulatory changes.
13.1 Entire Agreement. These Terms, together with the User Agreement and any other policies referenced herein, constitute the entire and exclusive agreement between you and ElmonX. This agreement supersedes any prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter of these Terms.
13.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the remaining provisions shall not be affected. In such a case, the invalid provision will be replaced by a valid and enforceable provision that most closely reflects the original intent.
13.3 Modifications. ElmonX reserves the right to amend or update these Terms at any time, without prior notice. Any changes to the Terms will become effective immediately upon posting to the TimePunks Gateway or other appropriate platform. Continued use of the services or the platform after such changes constitutes your acceptance of the updated Terms.
13.4 ElmonX includes its subsidiaries and affiliates, such as Jacob & Co., which operate under the parent organization. Any references to 'Jacob and Co.’ in these Terms extend to its subsidiaries and affiliates, unless explicitly stated otherwise. Subsidiaries and affiliates may provide specific services or products aligned with their respective operational focus.
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