NFT Auction Terms of Sale
APPLICABILITY OF TERMS
1.1 The Colt CZ non-fungible token platform (the “Platform"), operated by True Ample Limited (“BlockTrust”), is owned by Colt CZ Group SE (“CZ Colt”, “us”, “we” and “our”).
1.2 Among other services, the Platform provides third parties with the opportunity to use, buy, collect, sell, store or display digital non-fungible tokens containing exclusive and/or non-exclusive collectibles and other digital content (“NFTs”). NFTs may take a variety of forms, including, for example, Collector Passes (“CPs”), which entitle the holder with the right to procure a physical firearm in accordance with these NFT Auction Terms.
1.3 All NFTs purchased or procured by you from us, including CPs, are subject to these NFT Auction Terms, unless otherwise agreed in writing, and by purchasing any NFTs, or accessing or continuing to engage with our Platform, you are agreeing to be bound by these NFT Auction Terms.
1.6 Termination of these NFT Auction Terms for any reason will not affect any obligations that have arisen prior to termination.
SALE OF NFTS
2.1 The sale of NFTs, including the CPs, is solely on a bilateral basis.
2.2 No offer of NFTs, including the CPs, or any material associated with the offer of those NFTs is, or is intended to be, financial, investment or taxation advice of any kind.
2.3 NFTs, including the CPs, should not be purchased for speculative or investment purposes and the offer of those NFTs is not intended to be, and is not, the offer of a financial product or security.
2.4 If you engage in a secondary sale of an NFT with another party, including any CPs, that transaction may involve third party platforms or blockchain digital wallets that are not associated with us, and which may be subject to transaction fees charged by that platform or third-party network.
2.5 Should any transfer of NFTs, including the CPs, be conducted using the Platform, then fees and charges may apply to those transactions payable to us at the time of the transaction.
PRE-CONDITIONS TO SALE
3.1 As a pre-condition to sale of any NFT, including any CP, you warrant to us and agree with us that:
(a) you are over the age of 18 years before purchasing the NFT;
(b) you are legally entitled and licensed to purchase from us, and be in possession of, pursuant to all applicable laws, a firearm from the jurisdiction where you ordinarily reside and/or from which you enter into any terms with us, including any firearm acquired pursuant to the terms of any CP;
(c) you are sufficiently experienced and educated to make decisions regarding the procurement or purchase of (i) NFTs from us, including sufficient experience in dealing with and storing NFTs using a digital wallet, and (ii) firearms from us, including any firearm acquired pursuant to the terms of any CP;
(d) you have all necessary experience, resources, certificates, licences, permits and approvals to procure or purchase NFTs and to purchase, redeem, acquire and use firearms, including any firearm acquired pursuant to the terms of any CP, in each case in your jurisdiction, and that any transactions under these NFT Auction Terms or your use of any NFT and any such firearm will be legal under the applicable laws of your jurisdiction;
(e) you purchase NFTs, including any CP, and redeem any CP, entirely at your own risk and understanding that we have not made any representations or warranties as to the IT security or ongoing availability or access of such NFTs or the Art or other rights associated with NFTs;
(f) you understand and acknowledge that your ownership of NFTs, if withdrawn to a digital wallet, remains contingent upon you remaining in control of the seed phrases and private key(s) associated with that digital wallet and that we will not store any information in connection with your digital wallet beyond that required for the sale and transfer of the NFT;
(g) we do not provide and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to a you or any other person;
(h) we are not a custodian for the purposes of any financial products or securities laws; and transfers of any NFTs are for transaction purposes only;
(i) We are not responsible for any Loss caused by your failure to act in accordance with any applicable terms and conditions attaching to any NFTs sale;
(j) we do not and cannot guarantee there will be any use for, or any particular price or demand for or value in, any NFT you purchase other than the rights expressly set out at the time of sale;
(k) we do not represent or guarantee any outcomes, or any financial return from any acquisition of any NFTs, save the ability to own the NFT and the rights attaching to the CP to redeem it for a firearm, in accordance with these NFT Auction Terms and enjoy the Art and rights expressly set out at the time of sale or other rights notified to you on purchase, conditional upon your adherence with any terms accompanying those rights;
(l) we do not guarantee that a trade or redemption will be satisfactory or that trades or redemptions will be a fair exchange of value between the parties to that trade. We reserve the right to determine in our sole discretion, with or without notice to you or trading partners, that any proposed or completed transaction regarding NFTs, including any CP, violates these NFT Auction Terms. Non-tradable items cannot be traded under any circumstances;
(m) all transactions entered into and conducted under these NFT Auction Terms are deemed to have occurred within the jurisdiction of the Czech Republic;
(n) you are solely responsible for any decision to enter into a transaction to acquire an NFT, including any CP, including the evaluation of any and all risks related to any such transaction, including any and all risks relating to the redemption and use of any physical firearm;
(o) you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these NFT Auction Terms, including the consequences of any redemption of any CP for a physical firearm;
(p) NFTs are not intended for speculative use, are not sold as or represented to be a financial product of any kind and nothing published is in any way financial or investment advice to a purchaser of any NFT (a “Buyer”) or any other person, and any NFTs offered for sale are not to be construed, interpreted, classified, or treated as:
(1) any kind of currency other than cryptocurrency or other digital currency;
(2) debentures, stocks, or shares issued by us or any other corporation;
(3) rights, options, or derivatives in respect of such debentures, stocks or shares;
(4) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(5) units in a collective or managed investment scheme;
(6) units in a business trust;
(7) derivatives of units in a business trust; or
(8) any other security, class of securities, or form of investment (whether regulated or otherwise);
(q) NFTs, including the CPs, may experience or may have extreme price volatility, including being worthless in the future; and
(r) you will not use the Platform or our services to engage in or facilitate any “ramping”, “cornering”, “front-running”, “wash trading”, “pump and dump trading”, or any other manipulative, fraudulent or deceptive trading actions, including:
(1) executing any transaction on a token that involves no material change in the beneficial ownership; or
(2) knowingly entering a transaction for the purchase of a token when another transaction of effectively the same size and price for the token has been, or will be, entered by, or for, the same or different users; or
(3) facilitating, assisting or knowingly transacting with any syndicate or joint account created or used for unfairly or deceptively influencing market prices.
3.2 You acknowledge that your decision to enter into any trade of NFTs is at your sole discretion and own risk.
3.3 You must make payment in full in the currency nominated on the Auction Platform as a pre-condition to the purchase of any NFTs, including if the sale is made by way of auction.
3.4 In the event that any payment of the total price to be paid for an NFT, including any commission payable to us or any third party auction house on the purchase of the NFT (the “Purchase Price”) is reversed or becomes invalid, including via a blockchain attack such as a double spending attack or recall or refund request by a payment processor, you agree to immediately pay the Purchase Price in full upon demand.
3.5 For the avoidance of doubt, the Purchase Price is for the NFT and, for CPs, the right to procure a physical firearm on terms determined by us. There may be other fees or charges payable thereafter for procurement or purchase of the physical firearm, as determined by us.
4.1 NFTs may be offered for sale by auction in batches at a time, or in such other amounts as we determine from time to time in our absolute discretion.
4.2 A separate auction will be conducted for each NFT (each, an “Auction”).
4.4 Each Auction will only be open for a specified period of time, subject to any Grace Period (the “Auction Period”).
4.5 Should any bid be made for purchase of a NFT within the period that is ten (10) minutes before the expiry of the Auction Period (the “Grace Period”), the Auction for that NFT only will be extended by ten (10) minutes from the time of that Bid and this process will be repeated and the Auction further extended until there are no bids during a Grace Period. For the avoidance of doubt, the Auction will complete when no further bids are received during a Grace Period.
4.6 The highest Valid Bid (as defined in clause 4.11 below) will be the successful bid and the successful Buyer must then meet all the payment terms required by us to receive the NFT.
4.8 If this is unsuccessful (as determined in our absolute discretion) or if we choose not to contact the Unsuccessful Buyer, we will contact the bidder who placed the second highest Valid Bid, and this process will be continued until a bidder can meet all of the payment and other terms required by us to receive the NFT. In the case of failure to pay the bid, any auction deposit (if any) will be forfeited.
4.9 If the NFT auction process fails for any reason, we may re-auction the NFT in our absolute discretion.
4.10 For the Auction of the NFTs:
(a) you may pre-register for the Auction;
(b) the Auction portal will indicate the time remaining and highest Valid Bid until the end of each Auction Period;
(c) the Auction portal will indicate the starting price and reserve price for an Auction; and
(d) The Auction Platform will state the currency of accepted bids.
4.11 For the purposes of each Auction, a “Valid Bid” must meet each of the following criteria and if we determine that it does not, a bid may be rejected, including retrospectively, by us in our sole discretion:
(a) a bid must be a genuine and irrevocable bid to purchase the NFT offered for sale;
(b) a bid must be received during the Auction Period. If for any reason the bid is not received before the end of the Auction Period, the bid is invalid;
(c) a bid will not be valid unless we have issued a confirmation email or other message confirming receipt of the bid;
(d) there can only be one winning bid and the decision of CZ Colt is final in the event of any discrepancy or uncertainty;
(e) the bid must not be a “dummy” bid or a fake bid or be intended to cause the Auction process to behave or function other than as expected, being an Auction process receiving bona fide bids for the NFT offered for sale;
(f) a bid must be made in the currency as nominated on the Auction Platform; and
(g) the bidder’s account must be in good order, not liable to suspension or cancellation and, if required, the bidder must have provided KYC information to us that we are satisfied with.
4.13 If you wish to participate in an Auction, you must inform yourself and stay informed of the occurrence of the Auction and the details of any Auction announcements and rules, including any changes or amendments to the details of an Auction. If you do not keep yourself informed of such changes, we will not be liable for any Claim or Loss concerning that failure.
4.14 By bidding in an Auction, you will be deemed to have:
(a) waived all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against us in connection with or arising from a transfer of any payment in that Auction and shall further hold us harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such transactions; and
(b) released us from any Claim or Loss of any kind in connection with any malfunction or failure of an Auction to operate as expected in connection with a sale of any NFTs.
CERTIFICATE OF AUTHENTICITY & OWNERSHIP AND RIGHT TO PROCURE
6.1 The CP represents a right to procure a physical firearm from us and a right to enjoy the Art and blockchain authentication associated with the CP.
6.2 The right to procure is valid for 90 days after the initial purchase of the CP (the “Redemption Period”), after which the right to procure expires and the CP holder has no right to procure the physical firearm.
6.3 The right to procure can be exercised by the same person who bought the CP, or by another person to whom the CP has been validly transferred on the Platform in accordance with the Platform Terms. The right to procure will be contingent on the payment to us of any fees or charges we levy to procure the physical firearm and redeem the CP.
6.4 Upon the valid exercise of the right to procure the physical firearm in accordance with these terms, the CP will be considered fully redeemed and will be ‘burned’ or destroyed, and a new NFT with a Certificate of Authenticity and Ownership (“CoA”) will be issued.
6.5 The CoA has no expiry date. However, the physical firearm may be transferred in accordance with all applicable laws.
6.6 If a transfer of the physical firearm is made, the NFT may be transferred to the new owner of the physical firearm in accordance with these terms.
POST-PURCHASE CP DELIVERY
7.1 A successful Buyer of a CP at Auction will receive an email from us with a unique code to register on the Platform.
7.2 Upon successful registration on our Platform, a custodial “CZ Wallet” will be created and the CP with the relevant details of the physical firearm (including the serial number) will be transferred to your CZ Wallet.
7.3 From a CZ Wallet, the CP holder can:
(a) list the CP for sale at a specified price (in Euros only);
(b) review offers made and accept or reject offers;
(c) withdraw funds if the CP is sold; and
(d) store their CoA once the CP has been redeemed for the relevant physical firearm solely in accordance with these terms (as well as any other products purchased from us that we provide certificates of authenticity for).
8.1 Once the physical firearm is ready for collection, we will email the then-CP holder to arrange pick up.
8.2 The CP holder must go to the agreed pick up location, pass all required compliance checks (as performed by us, the relevant store or our representatives) and pay all other fees and charges to procure the physical firearm to redeem their CP.
8.3 The Buyer will then receive the physical firearm, which must be registered on the Platform to receive a new NFT with a CoA in the CZ Wallet.
RISK AND TITLE
9.1 Risk and title in any NFT purchased transfers to you upon purchase of the NFT and you are responsible for ensuring any digital wallet into which an NFTs is transferred (including the CZ Wallet) is accurately linked to the NFT.
9.2 If you mistakenly enter a digital wallet address or lose the private key and/or seed phrase associated with that digital wallet, then you will likely permanently lose access to any NFTs associated with that digital wallet
10.1 Unless required by law or the subject of express special conditions shown at the point of sale, orders and bids placed for the purchase of NFTs are non-refundable, cannot be cancelled for change of mind, require payment in full of the Purchase Price at the time of purchase and may require that you connect or provide a digital wallet for delivery of the NFTs at the time of sale.
10.2 Certain legislation, laws and regulations may provide you with rights, warranties, guarantees and remedies relating to the purchase of NFTs, which cannot be excluded, restricted or modified in these NFT Action Terms (Statutory Rights) and nothing in these NFT Auction Terms does, or is intended to, exclude any Statutory Rights to which you are entitled.
10.3 Any refunds in connection with the physical firearm will be dealt with in accordance with the relevant terms of purchase.
INTELLECTUAL PROPERTY AND CONTROL
11.1 Unless otherwise stated in an express license linked to in an NFT offered for sale, when you purchase an NFT, including from a previous owner:
(a) subject to the below, you own the NFT and have the right to trade, sell or give away/donate the NFT in accordance with these NFT Auction Terms;
(b) you enjoy, unless otherwise notified, a worldwide, non-exclusive licence to use and enjoy the Art associated with the NFT in combination with the NFT and to display the NFT and associated Art on an NFT marketplace in connection with the offer for sale of the NFT in accordance with these NFT Auction Terms (the “Licence”);
(c) the Licence only remains in force while you control the NFT in accordance with these NFT Auction Terms;
(d) you do not, by virtue of owning an NFT, obtain any ownership in the copyright in any Art associated with the NFT; and
(e) you acknowledge that upon sale of an NFT:
(1) the Licence immediately transfers to the new holder and any benefits under the Licence in favour of the former holder terminate and the former holder may not utilise any of the Art associated with the NFT in any way from that time on or any other rights, including any right to procure any physical items; and
(2) a royalty payment may in our absolute discretion be programmatically deducted from any secondary sale transaction and remitted automatically to us or someone nominated by us.
11.2 We warrant that we hold the right or licence to sell the CPs that are being offered for sale on the Platform. While we will take steps to remove NFTs listed for sale where we are notified of intellectual property infringement, we accept no liability for any Claim or Loss in connection with a third-party seller of an NFT selling an NFT which contains infringing material or which is unauthorised.
11.3 Upon termination of these NFT Auction Terms for any reason, the Licence automatically ceases, and you must not use any of our intellectual property for any purpose whatsoever. As a condition of the grant of the Licence, you agree to indemnify us for any costs or claims brought against us in connection with the use of any of the intellectual property used under the Licence, including reasonable attorney’s fees.
12.1 All fees for the sale of NFTs will be disclosed to a Buyer before they are charged. Transaction fees and additional fees may also apply depending on the method of payment used.
12.2 Our fees will appear on an invoice that we provide via the Platform unless otherwise indicated.
12.3 All fees are exclusive of applicable federal, state, local or other taxes (“Taxes”). Buyers and sellers of NFTs are responsible for all applicable Taxes, and we may charge Taxes in addition to the applicable fees when we are required to do so. If a transaction is exempt from Taxes, the Buyer or seller (as applicable) must provide us with a valid tax exemption certificate, and we reserve the right to determine whether the certificate is valid. Tax exemption will only apply from and after the date we receive such certificate.
12.4 If you contact your bank or credit card company or any payment provider to seek to decline, chargeback or otherwise reverse the charge of any Purchase Price payable for an NFT (“Chargeback”):
(a) we may automatically terminate any and all account access for you; and
(b) you must return any NFTs the subject of the disputed payment to us; and
(c) you must indemnify us for any loss in value of the NFTs from the time of sale to the time of return.
12.5 Any questions about payments can be sent to our customer care team. You agree to contact us concerning any disputes before filing a Chargeback. We reserve the right to dispute any Chargeback with a payment provider, bank or other financial institution.
12.7 Third-party products and services purchased or procured through the sale of NFTs (including any physical firearms procured by redeeming a CP) are subject to the terms and conditions of such third-party providers, which may have their own refund policies different from ours. You agree to their ability to purchase, cancel or obtain a refund for a third-party product or services and we will not refund purchases of third-party products or services.
12.8 Any secondary sale royalties in relation to an NFT minted on our Platform, which we receive, may be subject to a minimum transfer value (“MTV”) that shall be communicated to sellers. In the event that value of such secondary sale royalties falls below the MTV, the seller is not obliged to transfer such secondary sale royalties, any such transfers will be subject to an administrative fee and an estimated gas fee that shall be communicated to the seller.
13.1 Sellers and buyers are solely responsible for any taxation that arises as a result in dealing in NFTs, including the CPs, including capital gains or income tax. You shall have no Claim for any Loss against us in respect of any taxation amounts how so ever arising.
14.1 In these NFT Auction Terms:
Art means all artistic, literary and other works or subject matter which have been created for use and is associated with a specific NFT;
Claim means a claim, action, proceeding, judgment or demand made or brought by or against a person, however arising and whether present, unascertained, future or contingent;
Loss means all direct liabilities, losses, damages, costs and expenses, fines and penalties regardless of whether they arise in contract, tort (including negligence) or under any statute or otherwise, including any indirect loss or any indirect or consequential loss of revenue, profits, business or anticipated savings;
NFT means a non-fungible cryptographically-secured token which contains information in the metadata relating to the Art and a specific physical firearm to which the right to procure applies;
Third Party Wallet means the Wallet Address that is supported by a third-party provider such as Metamask or any other third party provider which we accept as listed from time to time on our Website;
Valid Bid has the meaning set out in clause 4.11;
CP means Collector Pass;
Wallet Address means the unique set of numbers and letters that provide a one-time link to the Third Party Wallet; and
Website means our website available at www.coltczgroup.com or any other website that we may operate from time to time.