Golden Token Terms of Service
TERMS AND CONDITIONS
Last updated: 05/24/22
CONTRACT AND INCORPORATION OF TERMS
Please read these terms and conditions before purchasing a Golden Token. When you purchase a Golden Token from this or any other site, you agree to these terms and conditions (the “Terms”). If you do not agree to the Terms please do not use the Site.
Your contract for the purchase of a Golden Token is formed as soon as your transaction is verified on the blockchain and will expire immediately after the performance of the in-person minting event (“Event”) for which you purchased Token(s). However, any purchases are subject to other security checks and your transaction may be canceled if it has not passed our verification processes.
TOKENS
The Golden Token (“Token”) provides you a reservation to mint a unique NFT at a Bright Moments gallery (“Event”) and is subject to a limited license as provided herein.
All Tokens are sold subject to availability and to these Terms. A valid Token must be produced to get into the Event. Please notify us of any access requirements at the time of scheduling. Except as expressly set forth in these Terms, all Sales are final.
You are solely responsible for the custody and safekeeping of the Token and any wallet or devices that holds or can be used to access the Token. We will not be responsible for any Token that is lost, stolen, burned, or inaccessible to the Holder. Bright Moments only accepts responsibility for Tokens that are generated directly from its own smart contract. You are solely responsible for purchases made on the secondary market or from any third party marketplace or site. Any queries regarding Tokens purchased from third party marketplaces must be directed back to the relevant agent.
Possession of a Token does not confer any rights (by implication or otherwise) on you to use, alter, copy or otherwise deal with any of the symbols, trademarks, logos and/or intellectual property appearing on the Token. Tokens cannot be used for advertising, promotions, contests or sweepstakes, unless formal written permission is given by us, provided that even if such consent is obtained, use of our trademarks and other intellectual property is subject to our prior written consent.
You agree not to obtain or attempt to obtain any Token(s) through unauthorized use of any robot (a/k/a bot), spider or other automated tool or software or any other illegal or unauthorized activity. We reserve the right to cancel any Token transaction which we reasonably suspect to have been made in breach of these provisions without any notice to you, and any and all Token(s) purchased as part of such transaction will be void.
This Token includes a license to an event revocable in Bright Moment’s sole discretion, and the holder of this Token, on behalf of the holder and any accompanying minor, agrees to all of its terms. The Holder agrees that this Token license is subject to these terms and conditions, as well as any additional terms and conditions established by Bright Moments.
When purchasing Tokens on our site, you may be limited to a specified number of Tokens. This policy is in effect to discourage unfair Token buying practices. Each account must be linked to a unique wallet. Multiple wallets may not be used to circumvent or exceed published Token limits. If you exceed or attempt to exceed the posted Token limits, we reserve the right to cancel, without notice, any or all orders and Tokens, in addition to prohibiting your Token purchasing abilities.
PRICE AND PAYMENT
The price of the Token shall be the price set at the time we accept Your order. All advertised prices are inclusive of any applicable taxes and but exclusive of any gas fee or other transaction or delivery fees.
If the amount you pay for a Token is incorrect regardless of whether due to an error in a price posted on our site, in our smart contract, or otherwise communicated to you, or if you are able to purchase a Token before its scheduled on-sale or presale date or you are able to order a Token that was not supposed to have been released for sale, then we will have the right to cancel that Token and refund to you the amount that you paid. This will apply regardless of whether due to human error or a transactional malfunction of the site, the smart contract, or other technical error.
All Token prices are stated in the cryptocurrency ETH. The monetary value of the Token, and the value of any unique NFT that is minted from the Token, will be effected by the price of ETH. ETH may be more volatile than other fiat based currencies. The Token is not redeemable for cash or a cash equivalent.
RESALE OF TOKENS / SPECULATIVE TRADING
Although the Token may be listed and sold on secondary markets, Bright Moments does not encourage speculative trading. Purchasers who list the Token for resale do so at their own risk.
You may not resell or transfer a Token if prohibited by law. Any resale or transfer (or attempted resale or transfer) of a Token in breach of the applicable law is grounds for seizure or cancellation of that Token.
CANCELED / RESCHEDULED / POSTPONED EVENTS
We (or any of our Event partners) reserve the right to make alterations to the published Event schedule where reasonably necessary. Where such alteration is a material change, you may request a refund in accordance with these Terms.
You are solely responsible for scheduling a reservation to mint a unique NFT during a date and time, and at the specific location, designated by Bright Moments. Reservations will be made available on a first come, first served basis.
It is your responsibility to ascertain whether an Event has been canceled, postponed or rescheduled. Where an Event is canceled, postponed or rescheduled, We will use our reasonable endeavors to notify you using the details you provided us with at the time of ordering.
Canceled Events
If the Event for which you bought a Token is canceled, you will be entitled to receive a unique NFT in accordance with these Terms and any additional conditions required by us following notice of cancellation.
Event cancellations will either be published in the Bright Moments Discord, via Twitter, or email. Concurrent with the notice of cancellation, or shortly thereafter, We will select an advance date and time to record any wallet that holds Tokens which will be eligible for the NFT.
Following the recording event of eligible wallets (commonly referred to as a ‘snapshot’), Bright Moments will select a future date range for the NFT distribution event (or ‘Airdrop’). Bright Moments may, at its sole discretion, delay the airdrop in order to reduce gas fees or for any other reason that we deem to be in the best interests of the Token Holders and the Bright Moments community.
Token Holders will receive one unique NFT for each Token they own, to be distributed (or airdropped) directly to the wallet identified at the recording event (or snapshot). Token holders are solely responsible for monitoring Canceled Events and keeping updated on any notifications or conditions related to receipt of the NFT Airdrop.
Bright Moments disclaims any warranties regarding the value of the NFT and the timing of the Recording Event and the Distribution Event and the effect these events may have on the monetary value of the NFT, if any.
Rescheduled/Postponed/Relocated Events
If your Notification indicates that your event has been rescheduled or postponed, you will keep your Token and remain entitled to use it on the date of your rescheduled event.
If an event is rescheduled, postponed, or relocated, Bright Moments will work with Holders, on a case-by-case basis, to attempt to resolve the issues. Bright Moments may, but shall be under no obligation to, offer a Credit or refund for rescheduled, postponed, or relocated events.
If a Credit or refund is offered, you may elect to accept any refund or Credit option set out during the period allowed by the Bright Moments credit policy for Your Token Event. If you do not make any election prior to the end of the Election Period, you will keep your Token and remain entitled to use it on the date of your rescheduled event.
EVENTS BEYOND OUR REASONABLE CONTROL (FORCE MAJEURE)
For the purposes of these Terms and Conditions, ‘Force Majeure’ means any cause beyond our control including, without limitation, act of God, war, insurrection, riot, civil disturbances, acts of terrorism, fire, explosion, flood, theft of essential equipment, malicious damage, strike, lock out, weather, third party injunction, contagion, national or international health emergency, national defense requirements, acts or regulations of national or local governments. We will not be liable to you for failure to perform any obligation under these Terms and Conditions to the extent that the failure is caused by Force Majeure.
SPECIAL RULES FOR COVID-19
Due to the uncertainty related to COVID-19, this Token and the Holder’s admission to the Event are subject to all safety and health requirements and policies put in place by Bright Moments, the Event venue, including requirements relating to face masks and enhanced health screenings (e.g. COVID-19 testing requirements) and those policies and requirements of the national or local government.
Such policies and requirements as they may be updated from time to time and as they may be communicated to the Holder prior to or during the Event (whether orally or in writing) are collectively referred to below as the “Safety Requirements”. The Holder acknowledges and agrees to comply with the Safety Requirements (including all requirements that must be satisfied prior to or during the Event), and attendance at the Event is conditioned on such compliance.
The Holder agrees that neither the Holder, nor anyone in the Holder’s party, will attend the Event if any one or more of the following is true on the day of such Event:
  • Within the prior 14 days, the Holder has (or any person in the Holder’s party or with whom the Holder has had close contact has) tested positive for, or been exposed to someone who has tested positive for, COVID-19;
  • Within the prior 48 hours, the Holder has (or any person in the Holder’s party or with whom the Holder has had close contact has) experienced symptoms of COVID19 (e.g., a fever of 100.4⁰F or higher, cough, shortness of breath or difficulty breathing, chills, repeated shaking, muscle pain/achiness, headache, sore throat, loss of taste or smell, nasal congestion, runny nose, vomiting, diarrhea, fatigue or any other symptoms associated with COVID-19 identified by the Centers for Disease Control and Prevention); or
  • Within the prior 14 days, the Holder has (or any person in the Holder’s party or with whom the Holder has had close contact has) traveled to a state or international territory identified by federal or applicable local governments as being subject to travel or quarantine advisories due to COVID-19.
Without limiting the foregoing, any Holder who fails to satisfy any Safety Requirement will not be admitted into the Event and/or will be ejected from the Event venue.
LIABILITY
PERSONAL ARRANGEMENTS INCLUDING TRAVEL, ACCOMMODATION OR HOSPITALITY RELATING TO THE EVENT WHICH HAVE BEEN ARRANGED BY YOU ARE AT YOUR OWN RISK. UNLESS OTHERWISE STATED IN THIS CLAUSE, OUR AND ANY EVENT PARTNER(S)’ LIABILITY TO YOU IN CONNECTION WITH THE EVENT (INCLUDING, BUT NOT LIMITED TO, IN THE EVENT OF CANCELLATION, RESCHEDULING OR MATERIAL CHANGE TO THE PROGRAM OF THE EVENT) SHALL BE LIMITED TO THE TOKEN PRICE PAID BY YOU INCLUDING THE SERVICE CHARGE BUT EXCLUDING THE PROCESSING FEE, PER TRANSACTION COLLECTION OR DELIVERY FEE.
CONDITIONS OF ADMISSION AND ATTENDANCE
You must comply with instructions and directions given by Event venue staff and stewards. Bright Moments or the management of the Event venue reserves the right to refuse Token holder’s admission to the Venue in reasonable circumstances including for health and safety, licensing reasons or where a Token is void.
Bright Moments or the management of the Event venue also reserves the right to request that Token holders leave the Venue at any point on reasonable grounds and may take any appropriate action to enforce this right. By way of example, Bright Moments or the Venue may remove a Token holder who:
  1. 1.
    has behaved in the Venue in a manner which, in the reasonable opinion of the Venue has, or is likely to affect the enjoyment of other visitors; or
  2. 2.
    uses threatening, abusive or insulting words or behavior or in any way provokes or behaves in a manner which may provoke a breach of the peace; or
  3. 3.
    in the reasonable opinion of the Venue is under the influence of drugs or has consumed an excessive amount of alcohol; or
  4. 4.
    fails, when required, to produce proof of identity or age; or
  5. 5.
    obstructs gangways, access-ways, exits, entrances or staircases, congregates in non-designated areas or seeks entry to stands or seats for which he/she does not hold a Token.
No refunds will be given to Token holders who are refused entry or ejected due to their own behavior as suggested in, but not limited to, the examples above.
RESTRICTIONS AND PROHIBITIONS
By attending an Event, Token holders consent to filming and sound recording of themselves as members of the audience. The Event partner(s) may use such films and recordings (including any copies) without payment.
Token holders shall not bring into the Venue or display or distribute at the Event any sponsorship, promotional or marketing materials.
Unauthorized use of equipment for recording or transmitting (by digital or other means) any audio, visual or audio-visual material or any information or data inside any Venue is strictly forbidden. Unauthorized recording equipment, recordings, tapes, films or similar items may be confiscated and destroyed or deleted. Any recording made of an Event in breach of these conditions shall belong to the Event Partner(s). The Event Partner(s) and Venue will not be liable for any loss, theft or damage to confiscated items.
HEALTH AND SAFETY
Token holders must comply with all relevant statutes, safety announcements and Event venue regulations while attending the Event. If Token holders have any special requirements or concerns about any special effects which may be featured at the Event, prior notice should be provided when ordering Tokens. Special effects may include, without limitation, sound, audio visual, pyrotechnic effects or lighting effects.
DISPUTE RESOLUTION; MANDATORY ARBITRATION
Any complaints about a Token holder’s scheduling or ability to attend the Event or convert the Token to a unique NFT should be made promptly to us either before or during the Event.
If any dispute arises out of these Terms and Conditions, we will attempt to settle it. We will acknowledge all customer correspondence and we shall use our reasonable endeavors to consult or negotiate in good faith, and attempt to reach a just and equitable settlement satisfactory to both parties within 7 working days.
If we are unable to settle any dispute by negotiation, any disputes, claims or controversies arising from or related to your Tokens, or between you and Us, the Event Partner, the Promoter or the Venue regarding such matters, shall be submitted by Us to mediation and if the matter cannot be resolved through mediation, it shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of California, County of Los Angeles, and shall be administered by and pursuant to the rules of the American Arbitration Association (“AAA”). Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any claims or disputes to be arbitrated or litigated on a class action basis or in a purported representative capacity on behalf of the general public or other persons similarly situated. No arbitration award or decision shall be given preclusive effect as to the issues or claims in any dispute with anyone not a party to that arbitration. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any rights arising by reason of your Token purchase (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and you specifically waive any right to be a member of a class action lawsuit for any claim, dispute or controversy arising from or related to your Token(s).
WAIVER & ASSIGNMENT
If we delay or fail to enforce any of these Terms, it shall not mean that we have waived our right to do so.
We shall be entitled to assign any of our rights and obligations under these Terms provided that your rights are not adversely affected.
AMENDMENTS AND VARIATIONS
We intend to rely on the written terms set out here in this document as well as the written terms and conditions of the Venue and the Promoter. You should read these Terms carefully before entering into the contract to ensure that they contain everything that you consider has been agreed. If they do not then you should contact us in writing. After the contract has been made, these Terms cannot be varied or amended in any respect unless both you and We agree in writing.
Notwithstanding the foregoing, we reserve the right to modify these Terms at any time. With respect to a material modification of any of the Terms effected by us after you have purchased your Tokens(s), we will not hold you to such modification unless we have provided you with an opportunity to seek a refund of such Tokens.
ENTIRE AGREEMENT
These Terms and any specially agreed terms constitute the entire agreement between the parties in connection to, its subject matter and supersede any previous terms and conditions, agreement or arrangement between the parties.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions are governed by the law of the State of California, USA. If any provision (or portion thereof) contained herein is found by any arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable, that provision (in whole or in part) shall, to the extent required, be deemed not to form part of these Terms and Conditions, and the validity, legality and enforceability of the other provisions of these Terms and Conditions shall not be affected or impaired thereby. If any such provision (or portion thereof) is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.
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