Terms & Conditions
Last updated: May 25, 2023
Introduction
Welcome to the Rare Spirits Society. These Terms & Conditions (the "Agreement") govern your use of the services & products provided by Rare Spirits Society, Uncharted X Pte. Ltd., or any of its affiliates ("us", "we", "our") accessed through the website, social media channels, membership programs, or in real-life events ("Website", "Service", "Product").
By using the Website/Service/Product, you agree that you have read, understood, and agreed to be bound by this Agreement. If you do not agree to these terms, you are not authorized to use the Website/Service/Product or become a member of Rare Spirits Society.
1. Acceptance of Terms
Your access to and use of the Website/Service/Product is conditional upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, members, and others who wish to access or use the Website/Service/Product.
2. Eligibility and Membership
The Website/Service/Product is intended solely for persons who are of legal drinking age in their respective jurisdictions. By accessing or using the Website/Service/Product, you represent and warrant that you are of legal drinking age. Membership is conditional upon this criterion.
You also affirm that you are not a person or entity subject to any economic or trade sanctions administered or enforced by any governmental body, nor are you listed on any prohibited or restricted parties list (including, but not limited to, the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury). Additionally, you affirm that you are not a citizen, resident, or established in any region that is under comprehensive national or regional economic sanctions by the United States. Lastly, you pledge that your use of the Service/Product will be in full compliance with all relevant laws and regulations, and you will not use the Website/Service/Product to engage in, advance, or assist in any unlawful activity.
3. User Obligations
By accessing or using the Website/Service/Product, you acknowledge that it is your exclusive responsibility to ensure adherence to all relevant laws and regulations applicable to you. We do not take on the role of assisting you in fulfilling these legal obligations, nor will we accept any liability if you do not comply with any laws or regulations that apply to you.
Members must abide by all applicable local, state, national, and international laws and regulations. Inappropriate or illegal use of the Website/Service/Product will lead to termination of membership.
4. Proprietary Rights
We possess all the intellectual property rights related to the Website/Service/Product and its content, which includes, but is not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Rare Spirits Society and Uncharted X Pte. Ltd. content and products may feature trademarks, copyrights, service marks, trade names, and other intellectual property rights owned by us, our licensors or partners. These are accessible under the conditions of our copyright licenses.
You are obliged to abide by all applicable laws when using the Website/Service/Product. Unless explicitly allowed by the law or explicitly granted by us in writing, you must not, and must not permit anyone else to: (a) store, duplicate, modify, distribute, or resell any information or material available on the Website/Service/Product (“Website/Service/Product Content”) or gather or accumulate any Website/Service/Producte Content as a part of a database or other work; (b) employ any automated tool (e.g., robots, spiders) to utilize the Website or store, copy, modify, distribute, or resell any Website/Service/Product Content; (c) rent, lease, or sublicense your access to the Website/Service/Product; (d) utilize the Website/Service/Product Content for anything other than your own personal use; (e) bypass or disable any digital rights management, usage rules, or other security features of the Website/Service/Product; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Website; (g) use the Website/Service/Product in a way that jeopardizes its integrity, performance, or availability; or (h) eliminate, alter, or conceal any proprietary notices (including copyright notices) on any portion of the Website/Service/Product Content.
5. Additional Rights
We hold the following rights, which should not be considered as obligations on our part: (a) to modify, replace, remove, or append to our platform with or without prior notification to you; (b) to review, alter, filter, deactivate, delete, and remove any and all content and information from our platform; and (c) to cooperate with law enforcement agencies, courts or government investigations or orders, or third parties that request or instruct us to disclose information, content, or information that you provide.
6. Privacy
When you utilize our Website/Service/Product, we only collect information from you such as your blockchain wallet address, completed transaction hashes, and identifiers of tokens that you trade, such as names and symbols. We don't gather any personal information from you, such as your name or any other identifiers that can be associated with you. However, we use third-party service providers, including but not limited to Google Analytics and Google Ads, which may collect or independently access your personal information from public sources. We do not control these third parties' treatment of your data and we recommend that you review their privacy policies to comprehend how they collect, use, and share your personal information. Please visit https://policies.google.com/technologies/partner-sites and https://coingecko.com/en/privacy, to learn more about their data usage. Each platform we utilize may have distinct policies. By accessing and using our Website/Service/Product, you acknowledge and consent to our data practices and the treatment of your information by our service providers.
We utilize the information we gather to identify, prevent, and mitigate financial crimes and other unlawful or harmful activities on our Website/Service/Product. For these purposes, we may share the information we collect with blockchain analytics providers. We share information with these service providers only to assist us in ensuring the safety, security, and integrity of our Website/Service/Product. We do not retain the information we collect longer than necessary for these purposes.
Be aware that when you use our Website/Service/Product, you may interact with various blockchains, such as Ethereum, for instance, which provide transparency into your transactions. We do not control and are not accountable for any information you make public on any blockchain through actions taken via our Website/Service/Product.
7. Prohibited Activity
You agree not to partake in, or attempt to partake in, any of the following types of forbidden activities in relation to your access and use of the Website/Service/Product:
Violation of Intellectual Property: Any activity that infringes or contravenes any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other intellectual or proprietary rights under the law.
Cybernetic Assault: Any activity that aims to disrupt or compromise the integrity, security, or appropriate operation of any computer, server, network, personal device, or other information technology system, including (but not limited to) the launch of viruses and denial of service attacks.
Deception and Misrepresentation: Any activity that aims to defraud us or any other individual or entity or member, including (but not limited to) providing any false, imprecise, or deceptive information to unlawfully acquire another's property.
Market Manipulation: Any activity that contravenes any applicable law, regulation, or rule regarding the integrity of trading markets, including (but not limited to) the deceptive tactics often referred to as spoofing and wash trading.
Violations of Securities and Derivatives: Any activity that contravenes any applicable law, regulation, or rule regarding the trading of securities or derivatives.
Any Other Illegal Conduct: Any activity that contravenes any applicable law, regulation, or rule of Singapore, the United States, the European Union, the United Kingdom, or any other pertinent jurisdiction.
8. Content
We are not responsible for any user-generated content that appears on the Website/Service/Product. We do not endorse, support, represent, or guarantee the truthfulness, accuracy, or reliability of any user-generated content or endorse any of the opinions expressed.
9. No Financial Advice / Non-Solicitation
You acknowledge and understand that any and all transactions submitted through our Website/Service/Product are deemed unsolicited, implying that you have not received any form of investment advice from us related to any trades, and we do not conduct any suitability reviews of your submitted transactions.
The information provided by our Website/Service/Product is solely for informational, entertainment, and educational purposes only and should not be interpreted as investment advice. You should not make, or abstain from making, any decisions based on the information contained within our Website/Service/Product. We do not provide any investment recommendations or comment on the validity of any investment transaction or opportunity. It is solely your responsibility to decide if any investment, investment strategy or related transaction is suitable for you based on your individual investment objectives, financial situation, and risk tolerance. Always seek the guidance of a qualified professional when making financial decisions.
10. Not Registered with the SEC or Any Other Agency
We are not registered under any regulatory body or authority, including the U.S. Securities and Exchange Commission, or any other regional or national regulatory agency as a national securities exchange or in any other role. You understand and accept that we do not act as intermediaries for your trading orders. Additionally, we do not assist in the execution or settlement of your transactions or undertake actions akin to a broker or securities dealer.
11. No Warranties
The Website/Service/Product is provided on an "AS IS" and "AS AVAILABLE" basis. To the greatest extent permissible by law, we renounce any representations and warranties of any kind, be they explicit, implied, or statutory, including (but not limited to) warranties of merchantability and fitness for a specific purpose. You acknowledge and agree that your utilization of the Website/Service/Product is entirely at your own risk. We make no representation or warranty that access to the Website/Service/Product will be uninterrupted, timely, secure, or continuous; that the information contained within the Website/Service/Product will be reliable, accurate, up-to-date, or comprehensive; or that the Website/Service/Product will be devoid of errors, defects, viruses, or other harmful components. No advice, information, or statement that we provide should be construed as establishing any warranty regarding the Website/Service/Product. We do not support, guarantee, or take responsibility for any advertisements, offers, or assertions made by third parties in relation to the Website/Service/Product.
The Website/Service/Product might contain links to third-party products, services, and websites. We have no control over these third-party products, services, and websites, nor are we responsible for their performance. We do not endorse them and are not accountable or liable for any content, advertisements, or other materials available through these third-party products, services, and websites. We are not directly or indirectly responsible or liable for any damage or loss caused to you by your use of or reliance on any goods or services available through these third-party products, services, and websites.
Furthermore, if you follow a link or otherwise navigate away from the Website/Service/Product, please be aware that these Terms will no longer apply. You should review the applicable terms and policies, including those related to privacy and data collection practices, of any third-party websites that you navigate to from the Website/Service/Product.
12. Non-Custodial and No Fiduciary Duties
Our Website/Service/Product is a purely non-custodial platform, indicating that you alone are responsible for safeguarding the cryptographic private keys to your digital asset wallets. This Agreement does not intend to, nor does it, create or enforce any fiduciary duties on us. To the maximum extent allowed by law, you recognize and agree that we are not subject to any fiduciary duties or liabilities towards you or any other party. If such duties or liabilities exist by law or in equity, they are hereby irrevocably renounced, waived, and abolished. You additionally agree that the sole duties and obligations we owe you are those specifically outlined in this Agreement.
13. Assumption of Risk
By accessing and utilizing the Website/Service/Product, you assert that you possess the financial and technical acumen to comprehend the inherent risks associated with utilizing cryptographic and blockchain-based systems, and that you are well-versed in the use and complexities of digital assets such as ether (ETH), United States dollar coin (USDC), and other digital tokens such as those adhering to the Ethereum Token Standard ERC-20 and the Non-Fungible Tokens (NFTs) using the Ethereum Token Standard ERC-721 and ERC-1155. Specifically, you understand the irreversible nature of blockchain-based transactions.
You further grasp that the markets for these digital assets are highly unpredictable due to factors including (but not limited to) acceptance, speculation, technology, security, and regulation. You recognize and accept that the cost and speed of transacting with cryptographic and blockchain-based systems like Ethereum are variable and can escalate drastically at any time. You also acknowledge and accept the risk that your digital assets could lose part or all of their value while they are provided through the Website/Service/Product, you may incur loss due to the fluctuation of token prices, and encounter significant price slippage and cost. You understand that anyone can create a token, including fraudulent versions of existing tokens and tokens that make false claims to represent projects, and acknowledge and accept the risk that you may mistakenly trade these or other tokens. Furthermore, you acknowledge that we bear no responsibility for these variables or risks, and cannot be held liable for any losses that you endure while accessing or using the Website/Service/Product. As a result, you comprehend and agree to take full responsibility for all risks associated with accessing and using the Website/Service/Product.
14. Due Diligence
We do not take responsibility for any decision made based on the information provided through our Website/Service/Product. It is incumbent upon you to conduct your own research and due diligence before deciding to become a member.
15. Transfer Halts
We, our Website/Service/Product, and our third-party partners might be subjected to cyber-attacks, extreme market conditions, or other operational or technical issues which could lead to an immediate cessation or suspension of transactions, whether temporary or permanent. As long as we have implemented reasonable commercial and operational strategies to avert or rectify such events within the technical systems under our control, we will not be held responsible or liable for any losses or damages of any sort experienced by you as a result of these cyber-attacks, operational or technical issues, or suspensions of transactions. Restrictions on transfer based on amount and/or frequency may be imposed periodically due to legal, regulatory, anti-money laundering (AML), or security reasons. Our policies and procedures may necessitate additional security and/or compliance checks that might require more time to complete.
By default, in our smart contract for the Sugarcane Membership Passes, we have purposely implemented a Transfer Halt for the membership tokens. We have added a feature to the smart contract allowing members to start the resell or transfer of their Sugarcanes, only once the 500th Sugarcane is minted (when we have sold out our Membership Passes) or latest by the 1st of October 2023 (calculated by the Ethereum transaction block, so the exact date may differ), whichever happens first. This means members will not be allowed to transfer or resell their Sugarcane membership tokens before the 500th membership has been sold or before the 1st of October 2023 (calculated by the Ethereum transaction block, so the exact date may differ).
16. Indemnity and Limitation of Liability
You agree to absolve, discharge, protect, and indemnify us and our directors, officers, employees, contractors, agents, subsidiaries, and affiliates from any claims, damages, obligations, losses, liabilities, costs, and expenses that arise from: (a) your access to and use of the Website/Service/Product; (b) your inability to access or use the Website/Service/Product (c)your breach of any term or condition of this Agreement, the rights of any third party, or any other applicable law, rule, or regulation; and (d) any other party's access to and use of the Website/Service/Product with your help or using any device or account that you own or control.
We take on no responsibility or liability for any:
Errors, mistakes, or inaccuracies in content;
Personal injury or property damage of any kind, resulting from access to or use of the Website/Service/Product;
Unauthorized access or use of any secure server or database under our control, or the use of any information or data stored therein;
Disruption or cessation of transmission related to the Website/Service/Product;
Bugs, viruses, trojan horses, or the like which may be transmitted to or through our Website/Service/Product;
Errors or omissions in, or loss or damage incurred as a result of the use of any content made available through the Website/Service/Product;
Defamatory, offensive, or illegal conduct of any third party.
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs exceeding the amount you paid us for access to and use of the Website/Service/Product, or USD$100.00, whichever is greater. This limitation of liability applies irrespective of the alleged liability being based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. As such, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
Each provision of these terms that provides a limitation of liability, a disclaimer of warranties, or exclusion of damages is to allocate the risks under these terms between the parties. This allocation is a fundamental element of the agreement between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section will apply even if any limited remedy fails in its primary purpose.
17. Intellectual Property
All rights, title, and interest in and to the Service/Product (excluding content provided by users) are and will remain the exclusive property of Rare Spirits Society, Uncharted X Pte. Ltd., and its licensors. The Service is protected by copyright, trademark, and other laws.
18. Changes to the Terms of this Agreement
We hold the exclusive authority to alter this Agreement as we deem necessary. In case of any modifications or changes, we will ensure that you are notified by updating the date at the top of the Agreement and preserving an updated version of the Agreement at https://rarespirits.io/terms-of-use. Any changes made will come into effect once they are posted. Your ongoing access and usage of the Website/Service/Product will be taken as your acceptance of these changes. If you do not consent to any alterations made to this Agreement, you are required to cease accessing and using the Website/Service/Product immediately.
19. Termination
We reserve the right to terminate or suspend your access to the Website/Service/Product immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation.
20. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
We are committed to resolving any potential conflicts through informal, good faith negotiations. Should a possible dispute arise, you are required to reach out to us by sending an email to wtf@rarespirits.io, enabling us to seek a resolution without resorting to formal dispute resolution procedures. If an informal resolution cannot be reached within sixty days of your email, both parties agree to proceed with the dispute resolution process detailed below.
If we are unable to settle a dispute through the aforementioned process, any arising dispute relating to the Website/Service/Product or this Agreement, including any question about the existence, validity, or termination of this Agreement, or any other actions or inactions for which you may contend we are liable, including (but not limited to) any claim or controversy as to arbitrability, will be referred to and finally resolved by arbitration under the Arbitration Rules of the Singapore International Arbitration Centre, which are considered to be incorporated by reference into this Section.
By using this Website/Services/Products, you acknowledge that you have read and understood these terms and agree to be bound by them. If you do not agree to these terms, you must discontinue use of the site or abandon the membership immediately.
21. Entire Agreement
These terms embody the complete agreement between you and us regarding the matter at hand. This Agreement overrules any previous or simultaneous written or verbal agreements, communications, and other understandings (if any) related to the subject matter of these terms.
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