Purchase Agreement
Effective Date: January 1st, 2024
Disclaimer
- We do not offer investment or consultancy recommendations in any capacity, and we hold no liability for the utilization or comprehension of the information accessible on our platform (regardless of the contributor) or via any alternative means of communication.
- Our services are exclusively accessible to individuals who possess full legal capacity as per Romanian regulations.
- It’s important to understand that Reway Vision does not provide any assurance or warranty regarding the distinctiveness, originality, ownership, or quality of the NFTs presented on the platform. We employ third-party services, such as AI-generated images or contributions from various artists, in the production of our NFTs.
- Our platform serves solely for presentation purposes and does not assure the accuracy, suitability, dependability, integrity, performance, or suitability of the services. Reway Vision and its affiliates are not accountable for any potential loss or damage that may arise directly or indirectly from your utilization of our services.
- You acknowledge and accept the risks connected with utilizing our platform’s services or engaging in NFT purchases. We advise exercising a considerable degree of caution and responsibility and making decisions within your own capabilities, entirely at your own risk.
- Given that any third party has the capacity to attribute any benefit to the NFTs, it is imperative to comprehend that Reway Vision cannot, under any circumstances, be held accountable for the fulfillment of any obligation or benefit proposed, assumed, or pledged by any third party.
- The privileges tied to the NFTs through a third party are dependent on the terms and conditions outlined by that third party.
- You specifically understand that any allusion to benefits presented by third parties on the platform serves purely as informative content and does not signify any guarantee or commitment from our side.
- Keep in mind that the value of EGLD, NFTs, and various cryptocurrencies can change by up to +/- 100% each second in relation to the purchase price or any previous values.
- Please note that all EGLD and NFT prices, as well as their USD conversions, provided on the platform, represent the market value at the date of posting such information. Neither Reway Vision nor its partners/affiliates are accountable for any market value fluctuations concerning the purchase price or previous values.
1. General
Greetings and a warm welcome to our inaugural NFT project, dedicated to revolutionizing the approach to enhancing and leveraging the worth of each NFT. At Reway Vision, our primary objective is to assign to each NFT the intrinsic value it merits, recognizing that genuine real-world utility is the key to bestowing value upon NFTs. We aspire to transform NFTs into our gateway to tangible, real-life business opportunities.
These Terms of Service (referred to as the “Terms”) are applicable to the sale of products on this website (referred to as the “Website”), which is operated by REWAY VISION SRL. They also apply to transactions conducted through third-party websites (for instance, xoxno.com or frameit.gg) and any other blockchain-based platforms where non-fungible tokens (NFTs) are available for purchase, sale, or transfer (collectively referred to as “NFT Market Platforms”).
Your ongoing use of the Website, as well as any actions involving the purchase, acquisition, or ownership of Reway Vision NFTs (“NFTs”) via this Website or any NFT Market Platforms, indicates your complete and unconditional acceptance of these Terms of Usage and Purchase Agreement (“Terms”). If you do not concur with any of the clauses outlined below, kindly refrain from engaging in any transactions with Our Platform. You affirm that you are at least 18 years old and possess the legal capacity to enter into contracts.
You acknowledge that you have read, comprehended, and accepted all the terms and conditions outlined in these Terms of Sale. These conditions are complementary to the present Terms. In cases of inconsistencies between these Terms and the terms and conditions set forth in the Terms of Sale, the present Terms will take precedence.
Please be aware that these Terms do not extend to services accessed through external links present on our Website. We strongly advise you to thoroughly examine the applicable terms for those services when engaging with third-party providers.
2. Learn More About Us And Our Objectives
Allow us to introduce Reway Vision S.R.L., a pioneering company dedicated to delivering the inherent value of each NFT to every member of our community. We are a Romanian startup that has been established on a robust foundation, guided by a clear, long-term vision regarding the real-world utility that NFTs can bring. It might sound like a common notion, but the genuine value of digital assets cannot be sustained without a concrete and tangible business backing.
Our journey commenced with this concept in mind, and our aspiration was to create a formidable project, nurture it, and maximize its reach. To achieve this objective, we harnessed blockchain technology, wherein the value of each NFT mirrors the actual potential of this type of business.
This project serves as a declaration against NFT projects that lack any substantial backing and rely solely on speculative trading. Our unwavering commitment is to take an entirely original approach. We will propose an appealing price to our community, and, following the completion of our development phase, we will offer a real-life value experience in exchange for these NFTs, with the potential for this experience to appreciate to at least twice its initial value.
3. NFT Acquisition Process
We would like to clarify that this document constitutes an agreement between Reway Vision and every NFT holder. NFT holders are granted the privileges described in the Whitepaper, and the Company, under this contract, undertakes to guarantee that NFT holders will receive those benefits along with the associated image copyright rights.
Based on the vision of creating a genuine business entirely dedicated to the community, we have designed a series of NFT collections with the aim of providing specific utility within the project. Each of these NFTs will have a unique combination of shapes (referred to as “Images”). Some of these Images were generated using artificial intelligence, while others were the original creation of the project’s founder. We have associated each of these Images with an NFT issued on the XOXNO.COM platform (referred to as the “Platform”).
Upon the buyer’s payment for an NFT as displayed on the Platform, they will become a member of the Reway Vision community and gain access to the benefits outlined in the Whitepaper. For clarity, under this Contract, the term “Member” shall only refer to an individual who provides, through technical means deemed suitable by the Organizer, evidence that they own a legitimate NFT in their Wallet account. Any unauthorized acquisition or reproduction of the NFT or Images does not grant the possessor membership status, does not transfer rights to the NFT, and does not confer any image copyright rights.
Therefore, by purchasing an NFT, the buyer acquires all rights over the purchased NFT, including but not limited to the right to sell, transfer, donate, or otherwise dispose of the NFT in any other manner permitted by applicable laws, subject to compliance with the provisions outlined in the Terms and Conditions. The Company retains copyright and all other intellectual property and property rights of any kind, whether registered or unregistered, in the artwork.
The NFTs within the Project are available for purchase through the Platform (xoxno.com), commencing on January 1, 2024. Payment can be made using cryptocurrencies such as EGLD, USDT, USDC, and BUSD, or, as per the preferences of Platform Users, in fiat currency (EUR or RON).
If you choose to obtain NFTs using fiat currency, it’s essential to be aware that we have designated a Third-Party Payment Processor to handle these transactions on our behalf and to collect the value of the purchased NFTs accordingly.
Users recognize that any future resale of the NFTs is contingent upon a Royalty fee, as detailed in these Terms of Sale, on the Platform and/or Launchpad. Each NFT includes an automatically executed smart contract that, upon the change of ownership of the NFT, will automatically transfer 10% of the price obtained by the seller in each resale to the Organizer (referred to as “Automatic Payments”). By acquiring an NFT, every buyer expressly acknowledges their participation in the execution of Automatic Payments and their receipt of 90% of the value at which they sell the NFT.
From a tax perspective, the income earned by the seller as a result of selling the NFT is considered royalty income and is subject to withholding tax. Both the seller and the buyer are responsible for complying with applicable laws and for paying all taxes and levies associated with this income.
The Organizer undertakes the obligation to settle the taxes and levies related to the sums collected through Automatic Payments. For clarity, automatic payments do not represent an expression of the resale right as provided by Article 24 of Law no. 8/1996.
The transfer of the NFT does not automatically entail the transfer of copyright rights over the Image, which will be executed as outlined below.
NFTs can be resold on the MultiversX blockchain, with the Buyer assuming this aspect at the time of NFT acquisition.
Reway Vision will not assume any responsibility for sales conducted outside of the Platform(xoxno.com) by third parties or entities under any circumstances.
If the NFTs are acquired through our platform, the NFTs will be automatically dispatched to you if and only if all of the following conditions are met in combination:
- You have indicated your intent to buy the NFT at the price shown on the platform by following the purchasing process provided there.
- The payment for the NFT has been successfully executed.
- You have explicitly directed Reway Vision to mint your NFT and have acknowledged, by checking the relevant box, that the NFT cannot be refunded after the order is placed (by clicking the “Mint” button or any equivalent button accessible on the platform).
The NFTs will be created and assigned to your wallet in accordance with the sequence in which the transfers of EGLD to the Reway Vision wallet were recorded on the blockchain, or based on the timestamp of the transaction’s hashes, as determined through the verification of the transaction’s hash.
Verification of the EGLD transfer and the delivery of the NFT will be accomplished through the distinct code associated with each transaction, referred to as the “Transaction Hash.” You can confirm these transactions on the following platform: https://explorer.MultiversX.com/. The Transaction Hash serves as the supporting documentation for fulfilling the obligation.
The transfer of EGLD and the completion of the delivery obligation will be deemed satisfied when the transaction linked to the corresponding Transaction Hash has received validation from a minimum of 15 (fifteen) transaction groups, technically referred to as “blocks.”
Each transaction’s validation through the described mechanism shall be interpreted as the fulfillment of the delivery/payment obligation pertaining to the corresponding NFT acquired.
By accessing the Transaction Hash on https://explorer.MultiversX.com, you explicitly consent to consider the following elements as verified: (i) the transaction’s status (success, pending, or rejected), (ii) the transaction’s age (time-stamp); (iii) the block’s address where the transaction was included; (iv) the public address from which the EGLD or NFTs were dispatched; (v) the public address to which the EGLD or NFTs were delivered; (vi) the transaction’s value (the sent amount); and (vii) the transaction fee.
Kindly note that any transfer made to MultiversX’s address without adhering strictly to the steps outlined above, using cryptocurrencies other than EGLD, or deviating from the platform’s specified instructions, may result in the irrevocable loss of the transferred funds. In no circumstances will we assume any responsibility or liability for any aspect, irrespective of its character or worth, associated with the cryptocurrency transfers to or from your MultiversX address.
Upon NFT acquisition, you, as a prospective Buyer, explicitly confirm and guarantee that:
- Reway Vision retains the discretion to decline the provision of Services to any Buyer or in connection with any acquisition process, without the obligation to provide justification, as it sees fit.
- You are not subject to criminal or fiscal sanctions.
- You are not a U.S. citizen.
- You are a person who is either 18 years old or older, or you have reached the legal age required to enter into a binding contract according to the laws relevant to you.
- If you are a corporate entity or representing one, you possess the appropriate authorization to act on behalf of the entity, and to validly commit and represent that entity.
- You have complete legal capacity to agree to these Terms of Use and any other relevant Policies, regulations, and specific Platform/Launchpad Rules that are relevant to the features you choose to utilize. This applies whether you are acting in your personal capacity or on behalf of the legal entity you represent, and whether you are involved in cryptocurrency transactions.
- You are authorized to make use of the Platform/Launchpad and its Services, and you will not breach any laws or regulations that are relevant to you. This includes, but is not restricted to, laws pertaining to anti-money laundering, anti-corruption, and counter-terrorism financing, among others.
- You have not been subject to prior bans, removals, revocations, or limitations in any form.
- You are the exclusive owner of the Wallet employed to purchase the NFTs, and you commit to not utilizing it, irrespective of the manner, for the advantage of any other individual or with the use of cryptocurrencies belonging to third parties.
4. Refund Exclusion Policy
The buyer understands that the completed transaction leads to the impossibility of exercising the right of withdrawal, as stipulated in Article 16 of Government Ordinance 34/2014 regarding consumer rights in contracts concluded with professionals, as well as the modification and supplementation of certain legislative acts, with the transaction once carried out being irreversible.
The Buyer acknowledges and agrees that NFT transactions are non-refundable. Once the NFT(s) are transferred to the Buyer, no refunds will be provided. The buyer expressly confirms that they have been informed about the loss of the right of withdrawal when purchasing an NFT through the Platform and unconditionally accepts the loss of the withdrawal right from the contract.
The NFT will exclusively be sent to the public address you used to transfer EGLD to the Reway Vision wallet connected to the platform at the time of acquisition.
Under no circumstances will we provide refunds or entertain claims related to NFT price variations. This encompasses scenarios such as promotional rates, discounts, or special deals, among others.
Every NFT or SFT accessible through our platform originates either from the Reway Vision native wallet or a wallet linked to Reway Vision. When you acquire an NFT/SFT, the associated transaction is permanently recorded on the blockchain, rendering any attempts to undo this purchase impossible. Consequently, this transfer effectively and indelibly etches your public address into the history of each NFT, akin to their unsealing or personalization. As a result, you will not have the option for a refund or redemption.
The initial buyer and/or subsequent buyers following the resale of NFTs should consider, at the time of purchasing NFTs, that NFT transactions represent a high-risk investment that may result in both financial gains and losses. Given the cryptocurrency market’s volatility, there is no certainty regarding the value of an NFT, and the Company does not guarantee their market value at the time of the initial sale and/or thereafter. The Company has no obligations regarding NFT price fluctuations following the initial transaction, and there is a possibility of significant value fluctuations. Therefore, at the time of purchase, the buyer and/or subsequent buyers following the resale of NFTs accept the risk of potential depreciation in the value of the acquired NFT, and any value fluctuations, regardless of their magnitude, cannot be considered unforeseeable causes.
5. Marketplace Platforms
The Company relies on third-party markets to facilitate transactions involving NFTs, including any use or other interactions with NFTs. As a result, your NFT-related transactions are subject to the terms and conditions of these third-party markets, regardless of whether they are through the service offerings of such third-party markets (e.g., NFT marketplaces or crypto wallets). The Company has no control over the terms and conditions of these third-party markets, and by this agreement, you agree not to hold Us responsible or liable for these markets.
Furthermore, Your use and other interactions with NFTs may be limited or otherwise affected if: (a) the terms and conditions or prices of these third-party markets change; (b) You or the Company cannot comply with the terms and conditions of these third-party markets or any updates or modifications to them; or (c) a third-party market dissolves, declares bankruptcy, becomes insolvent, or ceases its business operations in any other way.
6. Statements and Warranties
Seller Rights and Obligations: You acknowledge and agree that the Company is not responsible for the website hosting the artwork or any blockchain or distributed ledger on which the NFT is recorded, or for its repair, support, replacement, or maintenance.
Cryptographic Assets: Any transfer of cryptographic assets occurs within the supporting blockchain, which the Company does not control. Due to rapidly changing prices, fluctuating demand, increased regulations, and other variables, public blockchains and associated distributed ledgers may experience significant network congestion, inconsistent or slowed processing speeds, and unforeseeable failures. Consequently, transactions, including the sale, assignment, donation, or other transfer of ownership of NFTs, can be: (i) irreversible and may result in losses due to fraudulent or accidental transactions, and (ii) recorded in the distributed ledger of a public blockchain at a later time than when you or the Company initiated the NFT-related transaction.
Internet Transfers: Inherent risks are associated with the use of internet-based digital assets, including risks related to hardware, software, and internet connections, the risk of malicious software installation, and the risk of third parties gaining unauthorized access to information stored in your crypto wallet or other cryptocurrency asset storage and transfer methods. You agree not to hold the Company responsible or liable for any communication failure, interruption, errors, distortions, inaccuracies, or delays that you may encounter when conducting or otherwise engaging in any NFT-related transaction or derivative works, regardless of how such a transaction was initiated or carried out.
Legal Provisions: Digital assets, including blockchain-based assets such as NFTs, are subject to the development of statutes, regulations, rules, orders, treaties, and other laws globally. Such laws and any updates or amendments may affect the Terms and Conditions. If any law causes the Terms and Conditions, any provision therein, or any terms and conditions incorporated therein by reference to become illegal or unenforceable, the Company will not be deemed in breach of this Agreement, and, at the Company’s discretion, the Company may terminate the agreement (including any rights to any experiences offered in connection with NFTs).
Volatility: The price and liquidity of blockchain assets, such as NFTs, are volatile and can undergo significant and adverse fluctuations that could significantly impact the value, price, and other aspects of NFTs. The value of NFTs may be derived from the continued desire of market participants to exchange fiat currency or digital assets for NFTs, which could lead to the potential for permanent and total loss of NFT value if the NFT market were to disappear.
7. The Advantages of Community Members
Each NFT we craft embodies a distinctive essence, a gateway to extraordinary experiences. The Access NFT Tickets, our most coveted gems, grant privileged access to unforgettable one-night stays in our rustic cabins and upcoming architectural marvels. Each location will host a tailored crowdfunding campaign to bring these dreams to life.
A deeper understanding of the benefits you’ll enjoy as a community member, based on your NFT holdings, can be found within the Whitepaper.