These NFTs Terms and Conditions (Terms) and all policies posted on our website set out the terms on which you acquire our non-fungible tokens (NFTs). All policies are incorporated into these Terms. You agree to comply with the above and all matters as set out in these Terms when purchasing our NFTs.
For information regarding the processing of personal data, please see our Privacy Notice here - https://undra.game/privacy. These Terms and our Privacy Notice are the entire agreement between you and us.
These Terms, including the Licence in Schedule 1, our terms of business and our Privacy Notice are the entire agreement between you and us. Where there is a conflict between these documents, these Terms will prevail.
We are Half Decent Limited, a company registered in England and Wales with company number 13697629 whose registered address is Ground Floor Blackbrook Gate 1, Blackbrook Business Park, Taunton, Somerset, United Kingdom, TA1 2PX (we/us/our).
Our NFTs are built on the Ethereum network ERC-1155 token standard upon using specially developed smart contracts (Undra NFTs). We are currently selling 8000 of Undra NFTs (Founder’s Sale), which can be purchased through our website. Each NFT is also associated with metadata consisting of text, images and/or video (the Art). Ownership of the NFT also constitutes ownership of the metadata.
We reserve the right to change, modify or increase the Price at any time before purchase. It is your responsibility to monitor any changes made to the Price, which will be displayed in full before purchase.
Undra NFTs are run on the Ethereum network. Ethereum requires the payment of a transaction fee (Gas Fees) for every transaction that occurs on the Ethereum network. You are solely responsible to check the Gas Fees and any other additional fees associated with the purchase of Undra NFTs (for instance, marketplace’ fees) and ensure your Wallet has sufficient funds to cover those fees.
the Undra NFTs. You will be charged an additional 0.007Eth shipping fee for every pack. The packs are categorised as follows:
+ 0.007ETH shipping.
We will allocate a portion of your reservation based on demand. In agreeing to these terms, you understand that you MAY NOT receive your full reservation. This means that during a high demand period, each buyer is allocated a smaller portion of their reservation. You will be presented with a final Price for your packs and any associated shipping costs. You must pay these fees within 24 hours. Where payment is not made for these packs, the packs will be released to another buyer, and your purchase will be cancelled. After this point, you cannot change your allocation and will be committed to purchasing the Undra NFTs. It is your responsibility to confirm that the Undra NFTs purchase details are accurate and complete.
Shipping will commence 48 hours after the payment window has opened, (this is 24 hours for first round payments, followed by a further 24 hours, during which time those packs that have been reserved but not paid for shall be re-allocated to other buyers).
At this time, your packs will be visible on our website and you will be able to “open” them to view the content. Once opened, your individual Undra NFTs will be shipped to your Wallet within 72 hours.
except in very limited circumstances. See Termination for further details.
You will authorise us to make inquiries directly or through third parties which we may consider necessary to verify your identity and to protect against fraud, terrorism financing or money- laundering (KYC and AML checks). Your ability to receive the Undra NFTs is subject to you successfully passing any KYC and AML checks;
You will be bound by the terms of the Licence in Schedule 1;
You will not hold us responsible for managing and maintaining the security of your Wallet and purchased Undra NFTs or hold us responsible for any unauthorised access or use of your Wallet or purchased Undra NFTs;
It is prohibited to purchase Undra NFTs for any of these purposes (Prohibited Purpose):
To modify the Art or incorporate it into any new NFT;
To wrap our NFT or any associated smart contract and re-sell on a different blockchain, or otherwise attempt to circumvent or avoid the original secondary sale royalties associated with the Undra NFTs;
Where we terminate these Terms for any of the above reasons, we are not under any obligation to provide a refund. Termination of these Terms shall not affect any of our accrued rights and liabilities at any time up to the date of termination.
Where you exercise this right, obligations in this contract regarding the Prohibited Purpose Intellectual Property Rights will continue to apply to you and this does not affect any of our rights to pursue a claim under these Term. This right to cancel shall not apply (and you shall waive this right) where:
It is your sole responsibility to determine whether, and to what extent, any taxes apply to purchases of Undra NFTs, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
To the extent possible under the applicable law, you agree not to hold us and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners liable for any tax liability associated with or arising from the purchase of Undra NFTs. You shall pay to us as a debt on demand
all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to pay any such taxes, penalties or interest.
Belong to or are licensed to us. Some, but not all, actions that may be infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or any third party.
You agree to indemnify us in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of, or in connection with, your infringement of our or any third-party intellectual property rights.
To the fullest extent possible pursuant to applicable laws, we make no additional warranties regarding to purchase of Undra NFTs. This does not affect your consumer rights with regards to satisfactory quality and the Undra NFTs will be fit for the purposes as described under section 3 (Undra NFTs);
A private key, or a combination of private keys, is necessary to purchase, control and dispose of Undra NFTs stored in your Wallet. Accordingly, loss of requisite private key(s) associated with your Wallet will result in loss of purchased Undra NFTs. Any errors or malfunctions caused by or otherwise related to the Wallet, including your own failure to properly maintain or use such Wallet, may also result in the loss of your Undra NFTs or risk that third parties may obtain unauthorised access to your Wallet and Undra NFTs;
Your failure to follow the procedures set in these Terms to purchase Undra NFTs, including if you provide inaccurate information or digital wallet that is not ERC-1155 compatible, may result in the loss of purchased Undra NFTs;
There are risks associated with using the Ethereum network. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network;
Upgrades by Ethereum to the Ethereum network, supporting digital wallets, a hard fork, soft fork and other operational rules may have unintended, adverse effects on all blockchains using the standards as ERC-1155 or other bespoke smart contracts, including Undra NFTs and we are not responsible for any of such upgrades;
Purchase of Undra NFTs could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit our ability to continue to develop, or which could impede or limit your ability to access or purchase Undra NFTs;
Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to digital currencies and purchase Undra NFTs, which could result in the theft or loss of Undra NFTs;
Any use or purchase of Undra NFTs requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills;
Sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays to purchase of Undra NFTs. You are aware of and accept the risk of operational challenges and failure resulting from unanticipated or heightened technical difficulties;
If secondary trading of Undra NFTs is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation and you accept those risks;
Because Undra NFTs confer no governance rights of any kind with respect to our website or Half Decent Limited, all decisions involving Undra NFTs or our website will be made in our sole discretion. These decisions could adversely affect Undra NFTs; and
Undra NFTs are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
We will not be responsible for the acts or omissions of any Third Party Sites, nor will we be responsible for any damage that you may suffer as a result of your transactions or any other interaction with any Third Party Sites.
We are the data controller for your information and we have specific obligations to you under data protection laws. You can find out more about what information we use, what we use it for and who we share it with in our Privacy Notice, which can be located at https://undra.game/privacy . Our Privacy Notice also contains details about your legal rights in relation to your information (but your legal rights will vary depending on where you are located).
You agree to indemnify, defend and hold harmless us and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and lawyers’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse or unauthorised purchase of Undra NFTs, (iii) your violation of applicable laws, rules, regulations or the rights of any third party and (iv) any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your purchase of Undra NFTs.
We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the amount of fees in dispute not to exceed the Price which you paid to us for Undra NFTs.
Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.
You will compensate us in full for any losses or costs, including reasonable legal fees, we incur arising out of your breach of these Terms, your unauthorised purchase of Undra NFTs or your breach of any law or the rights of a third party.
The Undra NFT Licence (this Licence) is built to support applications for blockchain technologies, and
to help clarify a user’s rights in artistic overlays as the owner of an Undra NFT.
Half Decent Limited (Half Decent) intends to use this Licence in its current Founders Sale and any future NFT Sales to help ensure that NFT owners enjoy broad and meaningful rights in the art associated with their purchased NFTs.
means any art, design, text, video and drawings that may be associated with an Undra NFT that you Own.
means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 or ERC 1155 standard.
means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.
means an Undra NFT that you Own.
Third Party IP
means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
You agree that Half Decent (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights contained in the Undra NFT. The rights that you have in and to the Art are limited to those described in this Licence. Half Decent reserves all rights in and to the Art not expressly granted to you in this Licence.
for your own personal, non-commercial use;
as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or
as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs 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 NFT leaves the website/application.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without Half Decent’s express prior written consent in each case:
modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes (your use of Extensions will not constitute a prohibited modification under this Licence);
use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service;
use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section Error! Reference source not found. above or solely for your own personal, non-commercial use;
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 NFTs.
attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or
otherwise utilize the Art for your Purchased NFTs for your or any third party’s
Under no circumstances do we permit you to use the Art for your Purchased NFTs 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.
The Licence granted in 3 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the Licence granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.