House of First
Terms & Conditions
These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your”, or “User”) and House of First, LLC (“we”, “us” or “our”), governing your purchase of digital artworks (NFTs, defined below) running on the Ethereum blockchain as part of the House of First NFT collections offering (the “Offering”) and use of this website. By participating in the Offering, purchasing a Licensed NFT (defined below), and/or using our website (the “Website”), you agree to be bound by these terms and all the terms incorporated herein and all of the terms of service.
By entering into this Agreement, participating in the Offering, purchasing a Licensed NFT, and/or using this website, you expressly acknowledge that you understand this Agreement and accept all its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not participate in the Offering, purchase a Licensed NFT, or use our Website. As further described in Article IX below, these terms and conditions may be changed at any time, without notice, at which time an updated version of this Agreement will be made available on our Website. Your continued participation in the Offering, purchase of a Licensed NFT, and/or usage of our Website will constitute your acceptance of the revised Agreement.
- “Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
- “Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
- “House of First” means House of First, LLC.
- “Name and Likeness” means name, nicknames, images, logos, likenesses, marks, copyrights, trade dress colors, trade dress designs, marketing materials and/or all other intellectual property of House of First.
- “NFT” means any blockchain-tracked, non-fungible token.
- “Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
- “Licensed NFT” means an NFT from House of First.
- “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.
- “Experiences” means all in-person and virtual events and rewards organized by House of First and members of its community available to those purchasers of certain Licensed NFTs, including any rewards and gifts presented by House of First to said purchasers.
Ownership and Licensed Rights
- You acknowledge and agree that House of First (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Art and Name and Likeness, and all intellectual property rights therein.
- The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Article II Section 7 of this Agreement. Your rights are granted for each Licensed NFT You own for the entire period of ownership. Once ownership of the Licensed NFT is transferred, any and all rights transfer along with that Licensed NFT.
- House of First reserves all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Article II of this Agreement.
- All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
- By using the Website, participating in the Offering, or purchasing a Licensed NFT, you are accepting sole responsibility for any and all transactions involving Licensed NFT. You are responsible for the safety and management of Your own private Ethereum wallet(s) and validating all transactions and contracts generated by the Website or any third party marketplace before approval. Furthermore, as the House of First smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. House of First can make no guarantee to return or mint a new asset for you in the event that you lose, sell, destroy, or have your Licensed NFT stolen.
- By redeeming or participating in any Experience, You acknowledge that the terms and conditions set forth in this Agreement apply to all Experiences and that attendance at any Experience is conditioned upon your adherence to these terms and conditions. House of First reserves all rights and discretion with regards to manner and selection of winners regarding the transferring of any rewards, prizes or experiences.
- Without limiting the foregoing and subject to your continued compliance with this Agreement, House of First grants You commercial use and resale rights in the Entire Licensed NFT. You have the right to license, commercially exploit, reproduce, distribute, prepare derivative works, or publicly display the Entire Licensed NFT. All copyright and other rights are expressly reserved and not granted herein. Nothing herein shall restrict House of First’s right to use, copy, and display the Licensed NFT or Art for its own Commercial Use. Notwithstanding the forgoing, in the specific case of the Black is Beautiful NFT collection, the artist (Nick Davis) retains certain commercial rights including, but not limited to, the ability to commercially sell prints of this artwork on his website or in other formats.
- You may not use any trademark, logo, Name and Likeness, or other proprietary information (including images, text, page layout, or form) of the Website, our company, or our services without express written consent.
- You agree that you may not, nor permit any third party to do or attempt to do, any of the following without the express prior written consent from House of First in each case: (i) use the Licensed NFT, Name and Likeness, and/or Art from your Licensed 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, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness, and/or Art from Your Licensed NFTs; or (iii) hold yourself out to be the House of First or to be collaborating with the House of First.
- To the extent that the Licensed NFT, Name and Likeness, and/or Art associated with Your Licensed NFTs contains Third Party IP, You understand and agree as follows: (i) You will not have the right to use such Third Party IP in any way except as incorporated in the Art, such use subject to the license and restrictions contained herein; (ii) depending on the nature of the license granted from the owner of the Third Party IP, House of First may be required to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that House of First 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 Agreement.
- The restrictions in this Article III will survive the expiration or termination of this Agreement.
Termination of the License
- The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to House of First if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason except as specially provided in Article II of this Agreement; (ii) You breach any of the Agreement and conditions; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions against any of House of First and/or its members, officers, directors, affiliates, agents, attorneys and employees.
- Upon termination of the Licensed Rights, Your rights to utilize the Licensed NFTs for Personal Use and, if applicable, Commercial Use, shall automatically terminate.
Disclaimers of Warranties and Limitations of Liability
- The House of First’ Website and its connected services, and all Licensed NFTs, are provided “as is” and “as available” without warranties of any kind either express or implied.
- To the fullest extent permissible pursuant to applicable law, House of First disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, and fitness for a particular purpose.
- To the fullest extent permissible by applicable law, in no event shall House of First be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to any NFT, including but not limited to the Licensed NFT, the Offering, any technology and/or parties related to the Offering, including but not limited to blockchain and Ethereum wallets, and the volatility of the cryptocurrency and NFT markets.
- You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behaviour, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law, House of First’ total aggregate liability shall not exceed ten percent (10%) of the total sum paid directly by you to House of First for the applicable Licensed NFT.
- You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence, wilful misconduct, or fraud.
- You agree that no liability shall extend individually to the members, officers, directors, affiliates, agents, attorneys, and employees of House of First.
- You expressly waive your right to file a claim, dispute and/or take any legal action against the House of First and/or its members, officers, directors, affiliates, agents, attorneys and employees on a class or collective basis.
- House of First and/or its members, officers, directors, affiliates, agents, attorneys, and employees will not be responsible for any typographic or other Website errors.
- If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.
Assumption of Risk
- You agree that You assume the following risks:
a) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value;
b) the commercial or market value of a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity regarding NFTs or cryptocurrency, etc.;
c) there are risks associated with using an Internet-native asset (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software, and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and House of First will not be responsible for any of these, however caused; and
d) House of First is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and House of First shall have no liability in connection with any such transaction.
- In addition to assuming all the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
- House of First cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current, or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected.
- You accept and acknowledge that House of First will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Offering or the Licensed NFTs.
- No information on House of First’ website nor any communication from the House of First or within House of First’ communities should be considered financial advice.
Taxes and Fees
- You understand that Licensed NFTs must be purchased with Ethereum and that House of First has no control over “gas” fees collected by Ethereum miners.
- You understand that House of First does not have the ability to reverse Ethereum transactions.
- You agree not hold House of First liable for any expenses or fees associated with interacting with our smart contract and/or minting or attempting to mint a Licensed NFT on our site.
- House of First is 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 the Website.
- 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.
- This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
- You are waiving your rights to assert a claim against House of First in a court of law in front of a judge and/or jury. Any disputes you have with House of First can only be resolved finally and exclusively through binding arbitration on an individual basis. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of
any class or representative proceeding.
- House of First may amend or modify this Agreement from time to time. When House of First makes such amendments or modifications, we will make the updated Agreement available on the Website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
- If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
- Participation in the House of First NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof.
- Participation in the House of First NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market is not available to persons or entities who have had their privileges temporarily or permanently deactivated.
- You may not allow other persons to use your access credentials, and You agree that You are the sole authorized user for your account.
- By participating in the House of First NFT Collection Offering and/or purchasing a Licensed NFT on the secondary market, and to attend any House of First events or experiences you now and again at the time of redemption expressly you represent and warrant that you are at least 18 years old, you are eligible to attend or participate based on ownership, and you have satisfied any requirements laid out by the team and further incorporated by any terms in this document.
- You acknowledge and confirm that (i) you have read and understand all of
the terms, conditions, policies, provisions, disclosures and disclaimers
contained herein, (ii) this Agreement has the same force and effect as a
signed agreement, and (iii) you expressly accept and agree to be bound
by this Agreement.
- By accepting this Agreement, you expressly acknowledge, consent to, and
unconditionally agree that:
a) You are not utilizing your Licensed NFT for any type of investment purpose(s). Due to the community and artistic nature of the project, any Liscened NFT is not intended to be an investment offering or
offering of securities in any jurisdiction nor does it constitute an
offer to purchase shares, securities, or other financial products and it
remains your sole responsibility to ensure that activities including participating in any experience and purchase of any NFTs,
tokens, and/or any associated art is in compliance with laws and regulations in
b) NFTs, tokens, and blockchain technology are relatively
new and the regulatory landscape is unsettled. New regulations could
negatively impact such technologies impacting the value of any assets
held by a Collective, including cryptocurrency, tokens, or NFTs. You
understand and accept all risk in that regard. We expressly disclaim any
representations and warranties regarding the regulations of NFTs,
tokens, and blockchain technology;
c) You are not relying, and may not rely upon, any document or
marketing materials for the purpose of deciding to purchase or own your Licensed NFT. Similarly, you are not relying on House of First and/or its managers, employees, agents, representatives or contractors with respect to the legal, tax, regulatory, financial, and/or other factors involved and understand that you are solely responsible for reviewing the legal, tax, regulatory, financial and other considerations involve with your Licensed NFT. You have consulted, to the extent deemed appropriate by you, with your
own advisers as to the financial, tax, legal, accounting, regulatory and
d) to the extent there are any marketing plans or
forward-looking statements provided by House of First you
acknowledge such materials are based entirely upon assumptions, which
may be incomplete or inaccurate, and/or subject to unanticipated
circumstances. While projections represent a prediction of future
events, they are entirely speculative and it is possible that such
projections will not materialize and that unanticipated events will
- You will defend, indemnify, and hold harmless House of First, its affiliates, subsidiaries, parents, successors and assigns, and each of its and their respective officers, directors, employees, agents, or members, from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Licensed NFT and/or Your participation in the Offering, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the Offering, or any communications seeking House of First’ consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Offering or the Licensed NFT.
- This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement or Your Licensed Rights.
- If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.