Any Violation of Our Pirate Code, Will Result in 10 Lashings and No Rum and Cigars for 1 Month.
Terms of Use
These Terms of Use (“Terms”) govern your use of the SKULLYS® Web site (“Site”) and any other applications, interactive features, widgets, and resources, offered by Santo Blockchain Labs Corp., a Wyoming Corporation. (“SANTO,” “SBL,” “SKULLYS®,” “Skully” “we” or “us”) through Internet Web sites, mobile devices or other platforms (collectively, the “Services”). Please read these Terms carefully. Among other things, these Terms contain important disclosures, disclaimers, and limitations of liability. By using the Site or Services, you agree to these Terms.
About SKULLYS®
SKULLYS® are reward based digital collectibles (“SKULLYS®”) with geo-tagging and augment reality features that are enabled by a unique and propriety software and Smart Contracts on the Cardano platform. SKULLYS® may be based on characters, images, and any other intellectual property of third parties (our “Licensors”) who have agreed to let us create and sell SKULLYS®. SKULLYS® may be acquired through our Marketplace using virtual currency or SKLY Tokens. SKULLYS® may be subsequently bought and sold on the SKULLYS® Port of Call marketplace or other third-party marketplaces such as Openseas, Rarebits and any other digital exchange using ADA virtual currency (the “Marketplace”).
SKLY Utility Tokens
SKLY Tokens are an approved and preferred utility token powering the SKULLYS® Port of Call marketplace. SKULLYS® may be purchased within our website directly using SKLY Tokens and or ADA. You may also purchase SKLY on any listed crypto exchange that offers SKLY Tokens. SKLY Tokens are neither an investment, nor represent an investment or stock. By purchasing SKLY Tokens to use in the purchase of any SKULLYS® you agree that all sales by us to you are final, and we will not refund any transaction unless otherwise permitted by us or prohibited by law.
Transactions
The rules for buying and selling SKULLYS® from our Port of Call marketplace are summarized herein and are embedded in the self-governing smart contracts associated with each SKULLYS® (“Smart Contracts”). These Smart Contracts also govern the functionality of each Skully including the recording of earned and purchased rewards reflected in the asset value of each digital collectible. You can learn more about Smart Contracts and Cardano on our website or you can visit: https://cardanoscan.io/. You acknowledge and understand that your transactions on the Cardano platform are public and that your Cardano public address will be associated with these transactions.
After a Skully is initially sold on our Port of Call marketplace, we have no control over subsequent transactions. Accordingly, neither we nor our Licensors will have any liability to you or (anyone else) as a result of any transactions that you engage in with respect to the rewards of any SKULLYS® totaling the value of each Skully.
Risks
Because SKULLYS® are enabled by Smart Contracts on the Cardano platform, there are certain inherent risks. You acknowledge and agree that these risks include the following:
Ether currency, like other virtual currencies, can be very volatile. We make no guarantee regarding the value, or the stability of the value, of SKLY or ADA or any SKULLYS®. The Cardano platform may not function properly and may be subject to hacking, malicious software, interruptions and failures. These events may cause delays or failures in your ability to buy, sell, or use SKULLYS®.
New regulations could be enacted that might limit or require changes to the functionality enabled by the Cardano platform, which could impact your ability to buy or sell SKULLYS®. Other changes to the Cardano platform could impact your ability to buy, sell, or use SKULLYS®.
We neither own nor control MetaMask, Coinbase, Google Chrome, the Cardano network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of our site and or app. We will not be liable for the acts or omissions of any such third-parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
Fees
Gas Fee: Every transaction on the Cardano network requires the payment of a “Gas Fee” that is determined and administered by the Cardano foundation. You will pay all Gas Fees associated with your transactions.
Auction Fee: When a seller sells a Skully on the SKULLYS® Port of Call Marketplace, a 3.75% commission fee will be applied to each successful sale. Sellers are solely responsible for all taxes, fees, duties and governmental assessments that are imposed or become due in connection with the sell and profit of your SKULLYS®.
Offer Fee: When a buyer makes an offer for a Skully that is privately owned by a third-party, an offer fee of 0.001ADA will be charged to the buyer submitting offer. If the offer is accepted by the owner and seller of the Skully in question, the offer fee will be waived and only a 3.75% commission fee will be applied to the buyer. If the offer is not accepted, the time period has expired or an offer is withdrawn, the offer fee of 0.001ADA will be charged to the buyer.
Cash Out Fee: When a Skully owner cashes out their earned SKLY reward tokens, a commission fee of 3.75% will be applied to the withdrawal of SKLY Tokens.
Eligibility
Users must be at least 13 years old to use the Site or the Services.
By using this Site or the Services, you affirm that you are either 18 years old or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with these Terms. If you are a parent or guardian agreeing to the terms for the benefit of a child over 13, then you agree to and accept full responsibility and legal liability for that child’s use of the Services.
Additional Terms
Some of our Services may have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using a Service subject to Additional Terms, you agree to those Additional Terms.
Use of the Site and Services
You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Similarly, you are solely responsible for securing any wallets, keys, and passwords that you establish or receive in connection with your use of the Cardano platform.
We prohibit certain kinds of conduct that may be harmful to other users or to SKULLYS® or our Licensors. When you use the Site or Services, you may not:
violate any law or regulation;
Ownership and Restrictions
Each Skully is a non-fungible token (an “NFT”) on the Cardano blockchain. When you purchase a Skully, you own the underlying NFT completely, including the accumulative ERC20 Value. This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract and the Cardano Network. At no point will we seize, freeze, or otherwise modify the ownership of any Skully.
You acknowledge and agree that SANTO BLOCKCHAIN LABS CORP. (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the SKULLYS® including and not limited to Websites and App, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “Skully Materials”)). You acknowledge that the Skully Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Skully Materials are the copyrighted property of SANTO BLOCKCHAIN LABS CORP. or its licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the Skully Materials are proprietary to Skully or its licensors. Except as expressly set forth herein, your use of the Skully does not grant you ownership of or any other rights with respect to any content, code, data, or other Skully Materials that you may access on or through the App. We reserve all rights in and to the Skully Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of a Skully, whether via the App or otherwise, does not give you any rights or licenses in or to the Skully Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Skully Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any Skully trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
Subject to your continued compliance with these Terms, SKULLYS® grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your Purchased Skully for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased Skully (“Commercial Use”), provided that such Commercial Use does not result in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of SKULLYS® generally, provided that the marketplace cryptographically verifies each Skully owner’s rights to display the Art for their Purchased Skully to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of SKULLYS® generally, provided that the third party website or application cryptographically verifies each SKULLYS® owner’s rights to display the Art for their Purchased Skully to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Skully leaves the marketplace, website and or application; or (iii) earning revenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without SKULLYS®’ express prior written consent in each case: (i) modify the Art for your Purchased Skully in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased Skully to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased Skully in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Purchased Skully in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Skully, except as expressly permitted in these Terms; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Skully; or (vii) otherwise utilize the Art for your Purchased Skully for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased Skully contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that the Commercial Use license in Section 3.C(ii) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, SANTO BLOCKCHAIN LABS CORP. may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that SKULLYS® informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restrictions in this Section will survive the expiration or termination of these Terms.
User Content
The Site and Services may permit you to interact with and communicate with us and other users. For any content and information that any user posts or shares using the Site or Services (referred to as “User Content”), you give SKULLYS® permission to use your User Content as follows: you grant to SKULLYS® and its affiliates all right and license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Service and SKULLYS® (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site or Services in any media formats and through any media channels. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others and we may use your User Content to advertise and promote SKULLYS®, the Site, or the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to your User Content is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights anywhere in the world. Our rights may be sub-licensed or transferred to third parties. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time.
You promise that:
Feedback
We always welcome and appreciate your feedback and suggestions about SKULLYS®. You understand that we cannot necessarily respond to or implement feedback or suggestions, but if we do, you understand and agree that we may use them for any purpose without compensation to you.
Copyright and Intellectual Property Policy
We respect the intellectual property rights of others and expect you to do the same. Please read our Copyright and Intellectual Property Policy to learn how to report copyright and other intellectual property infringement on SKULLYS®.
Privacy
SKULLYS® respects your privacy. Our Privacy Policy explains how we collect, use, and disclose information about you.
Links
Our Site and Services may contain links to other Web sites or services or allow others to send you such links. A link to a third party’s Website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party Web site or service. You should always read the terms and conditions and privacy policy of a third-party Web site before using it.
Changes to the Site or Services
SKULLYS® enhances and updates its Site and Services often. We may change or discontinue the Site or any Services, with or without notice to you.
Termination
We reserve the right not to provide the Site or Services to anyone. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.
If we terminate your right to access or use the Site or Services, you will retain rights in your SKULLYS®, but you will not be able experience them through the Services or engage in transactions in the Marketplace.
Disclaimer and Limitations on Our Liability
YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKULLYS® AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
IN PARTICULAR, SKULLYS® AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, (B) THE FUNCTIONALITY OR INTEGRITY OF SMART CONTRACTS, OR THE AVAILABILITY OR INTEGRITY OF THE CARDANO PLATFORM OR ANY THIRD-PARTY SOFTWARE SERVICES REQUIRED TO ACCESS OR USE THE CARDANO PLATFORM, INCLUDING ANY WALLET SERVICES, OR THEIR CONTINUED OPERATION.
SKULLYS® AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO, USE, OR MISUSE OF THE SITE OR SERVICES, INCLUDING ANY LOSSES YOU EXPERIENCE AS A RESULT OF YOUR OWN ERRORS; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SKULLYS OR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKULLYS®’ AND ITS AFFILIATES’ LIABILITY TO YOU FOR ANY DIRECT DAMAGES WILL BE LIMITED TO THE AMOUNTS PAID BY YOU TO SANTO BLOCKCHAIN LABS CORP FOR THE SKULLYS® CRYPTOS ASSOCIATED WITH A GIVEN CLAIM.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent SKULLYS® may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of SKULLYS®’ liability will be the minimum permitted under such law.
Indemnification
You agree to indemnify, defend, and hold harmless SKULLYS® and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) the use of the Site or Services by you or anyone using your account; (b) the violation of these Terms or any applicable law, rule, or regulation by you or anyone using your account; (c) your failure to pay or reimburse any applicable Taxes; (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account; or (e) any information (including your User Content, feedback, or any other content) that you or anyone using your account submit, post, or transmit through the Site or Services. SKULLYS® reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with SKULLYS® in such defense.
Resolution of Disputes; Arbitration
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of Wyoming, without reference to any conflict of laws principles.
Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Wyoming before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements between us, including any applicable Additional Terms, and may be enforced in any court of competent jurisdiction. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
Other Provisions
Under no circumstances will SKULLYS® be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.
If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.
The failure of SKULLYS® to enforce any right or provision of these Terms will not prevent SKULLYS® from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law.
Changes to these Terms
From time to time, we may change these Terms. If we change these Terms, we will inform you by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use our Site or Services, you agree to the revised Terms.
