Last revised: February 2, 2022
D DAO LLC, (“We” or “DistilleryDAO” ) exists to establish and operate a whiskey distillery. DistilleryDAO plans to utilize cryptographically secure blockchain organization management tools to automate and improve transparency around certain aspects of organizational governance of the distillery’s business, commonly known as a “decentralized autonomous organization” or a “DAO.”
These Terms of Use (“Terms”) apply to your purchase, sale and display of DistilleryDAO non-fungible tokens (“DistilleryDAO NFTs” or “DistilleryDAO NFTs” or “NFTs”). Some purchases of DistilleryDAO NFTs may include special experience opportunities. Please view terms regarding such experiences here (“Experience Terms”). To the extent there is a conflict between these Terms and the Experience Terms, these Terms control.
We are offering for sale three types of digital collectibles / NFTs on or about February 17th, 2022: a “Bottle Membership” NFT (“Bottle NFT” or “Bottle Membership”), a “Distillery Membership” NFT (“Distillery NFT” or “Distillery Membership”) and a “Taster’s Club” NFT (“Taster’s Club” or “Taster’s Club Membership”). The purchase of each NFT is a transaction in goods and not a promise to provide, or a guarantee of receipt of, future services from DistilleryDAO, although DistilleryDAO will make reasonable efforts to ensure that a DAO comes into existence which allows you to unlock expanded functionality associated with the membership NFTs. Right to membership in the distillery will be subject to local laws and distillery rules, the terms of which will be determined if and when the distillery comes into existence in coordination with the DAO.
You understand and agree that the sale of NFTs grants you no rights and carries with it no guarantee of future performance of any kind by DistilleryDAO.. You are not entitled, as a holder of any NFT, to vote or receive dividends or profits or be deemed the holder of shares of D DAO LLC or affiliated companies, nor will anything contained herein be construed to construe on you any of the rights of a shareholder, partner, joint venturer, etc. or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights to purchase such shares of DistilleryDAO. DistilleryDAO may in future offer holders of NFTs the opportunity to participate in massively open online governance via DAO. You agree that the functionality of any DAO established by DistilleryDAO will be determined by DistilleryDAO in its sole and absolute discretion.
You understand that the development of DistilleryDAO’s business is a significantly risky venture and you acknowledge and assume the risk that DistilleryDAO may not be able to complete, substantially or in part, the acquisition or development of a whiskey distillery or any other aspect of its operations and furthermore that a significant proportion of the funds generated by the NFT drop are expected to be retained by DistilleryDAO. for any lawful business purpose.. NFTs will be created and delivered to any purchaser at the sole risk of the purchaser and on an “as-is” basis. Purchaser has not relied on any representations or warranties made by DistilleryDAO or any other person outside of the context of these Terms of Sale, including but not limited to conversations of any kind, including but not limited to whether such statements are made through oral or electronic communication, or any White Paper, social media post or website.
These Terms are entered into between you and DistilleryDAO. These Terms expressly govern your access to and use of this site www.distillerydao.io (the “Site”), as well as all content, functionality, and services offered on or through the Site, including the DistilleryDAO.
Please read these Terms carefully, as they set out your rights and responsibilities when you use this Site to buy DistilleryDAO NFTs. When each NFT is sold for the first time, the agreement for sale is between the Company and the initial purchaser. If the initial purchaser decides to sell the DistilleryDAO NFT, then that is a transaction between a buyer and a seller and the Company is not a party to any agreement between such buyer and seller of DistilleryDAO NFTs or between any other users.
All DistilleryDAO NFTs are stored on and accessible through the Polygon blockchain. As such, the Company does not maintain the DistilleryDAO NFTs on this Site and, aside from transferring control of the NFTs to the initial purchaser of the NFT, the Company has no control over the transfer, storage, ownership or maintenance of the NFTs.
When you connect your cryptocurrency wallet to the Site using a trusted service provide such as MetaMask or Wallet Connect, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. DistilleryDAO could offer integrations with those or other Crypto Wallets; at no time will DistilleryDAO hold an NFT for a purchaser after purchase, or have access to any of the wallets, or be responsible for the set up, maintenance, or proper function of such wallets. It is important to remember that crypto wallets carry risk, including the risk of losing your password and thus access to the NFT. DistilleryDAO is not involved in this process and recommends to the users to do diligence on wallets and find trusted wallets to work with By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.
Please note that this agreement contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. You have the ability to opt-out of this arbitration clause by sending us notice of your intent to do so within thirty (30) days of your initial agreement to these Terms.
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.
When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of DistilleryDAO NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Site, please notify us immediately.
DistilleryDAO has designed and built a tool to enable the wallet creation for people that need support in NFTs or in crypto wallets, or are new to purchasing NFTs. This support engages third party providers for their wallet services; at no time are any NFTs that are purchased by individuals ever stored on our website or in our possession.
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the proprietary property of DistilleryDAO or our affiliates, licensors, or users, as applicable. The DistilleryDAO logo and any DistilleryDAO product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of DistilleryDAO or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Site Content without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of DistilleryDAO and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
By placing an order on the Site, you agree that you are submitting a binding offer to purchase a DistilleryDAO NFT, or other or Service. If you are the initial purchaser of a DistilleryDAO or you are purchasing a Service, then all amounts due are to be paid to D DAO LLC. If you are not the initial purchaser of a DistilleryDAO, then amounts may be paid to the-then holder of the DistilleryDAO. You also acknowledge and agree that Company receives 7.5% of every subsequent sale of a DistilleryDAO (“Royalty”). For example, if you are the initial purchaser, and you sell a DistilleryDAO for $100 to a subsequent purchaser, $7.50 will automatically be transferred to Company and you will receive $92.50. Company has the right collect Royalties for DistilleryDAO sales in perpetuity and may use those funds in any manner Company sees fit.
As such, if you sell a DistilleryDAO on a third-party NFT marketplace, those marketplaces may add on other fees (for instance, 2.5% in one large marketplace). You agree to include a statement substantially similar to the following in the description of the NFT: “7.5% Royalty Applies. See DistilleryDAO Terms for details.”
In addition, when you buy or sell a DistilleryDAO on this Site, you agree to pay all applicable fees associated with the transaction and you authorize Company to automatically charge and collect such fees from your payment. We will always display a breakdown of any transaction or other fees prior to your purchase or sale of a DistilleryDAO.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Other than Site Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted on the Site infringes your copyright or trademark rights, please file a notice of infringement by contacting the Designated Copyright Agent listed below.
Your notice must contain the following information as required by the Digital Millennium Copyright Act (17 U.S.C. §512) (“DMCA”):
Please submit your notice to the Designated Agent below: Email: info@DistilleryDAO.io
Once you provide us with an adequate notice as described above, we will respond expeditiously and take whatever action, in our sole discretion, that is deemed appropriate including removal of the disputed copyrighted work from the Site.
Counter-Notice:
If you believe that a DMCA notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice to the Designated Agent with the following information required by the DMCA:
Please submit your notice to the Designated Agent below: Email: info@DistilleryDAO.io
In the event that the Company receives a counter-notice in compliance with the above requirements, we will provide the person who submitted the DMCA copyright infringement notice with a copy of the counter-notice, informing them that the Company will replace the removed material in 10 business days from the date of the counter-notice unless the Company first receives notice from the person who submitted the DMCA copyright infringement notice that they have filed an action seeking a court order to restrain the allegedly infringing activity.
PLEASE NOTE THAT DistilleryDAO INTENDS TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT, BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL THOUGHT TO BE INFRINGING.
We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us to comply with our tax reporting obligations.
You acknowledge and agree to the collection, use, and disclosure of your personal information, and comply with any privacy policy that DistilleryDAO creates. Those will be linked here as a modification of the Terms.
You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.
Please note the following risks in accessing, purchasing, selling or using DistilleryDAO NFTs: The price and liquidity of blockchain assets, including DistilleryDAO NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect DistilleryDAO NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of DistilleryDAO NFTs. DistilleryDAO NFTs are not legal tender and are not backed by any government. Transactions in DistilleryDAO NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in DistilleryDAO NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of DistilleryDAO NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for DistilleryDAO NFTs, which may result in the potential for permanent and total loss of value of a particular DistilleryDAO should the market for that DistilleryDAO disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding DistilleryDAO NFTs, including the suitability and appropriateness of, and investment strategies for, DistilleryDAO NFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with DistilleryDAO NFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using DistilleryDAO NFTs, however caused.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless D DAO LLC, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “DistilleryDAO Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Site Content, or DistilleryDAO NFTs, (c) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (e) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 8. You agree to promptly notify us of any third party Claims and cooperate with the DistilleryDAO Parties in defending such Claims. You further agree that the DistilleryDAO Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
These Terms of Use, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of Florida, as if these Terms are a contract wholly entered into and wholly performed within the State of Florida. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF FLORIDA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with DistilleryDAO.
Notwithstanding any provision in these Terms to the contrary, we agree that if DistilleryDAO makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at info@distillerydao.io
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site Content and any DistilleryDAO NFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
If you have any questions please contact DistilleryDAO at info@distillerydao.io
