Last updated: [04/24/2023]
1. Introduction to Grand Leisure
Welcome to Grand Leisure! This website (the Website) allows you to mint your own non-fungible token (NFT) referencing a bespoke compiled avatar image file comprised of multiple layers of art assets that you have selected and configured (Avatar). The NFT and the associated Avatar together are a Grand Leisure NFT.
These terms and conditions are an agreement between you, the user (you or your), Internet Leisure Corp, which operates the Website and sells you the Grand Leisure NFTs (we, us or our), and Ultraleisure Ltd, which owns all of the Intellectual Property (defined below) (Ultraleisure). By using this website, you agree to these terms and conditions.
Thank you so much for visiting our terms and if you have any questions feel free to reach out to us at concierge@poolsuite.net.
2. How the Website and Grand Leisure NFTs Work
Every Avatar is made up of seven key layers of art assets: the base character, hairstyle, attire, eyewear, earrings, lips and backdrop. Within each of these groups there are multiple styles as well as variations therein of each. If you have the Ralph Lauren Corporation (Ralph Lauren) expansion pack, additional art assets are available (Ralph LaurenExpansion Pack).
To create a Grand Leisure NFT, you must connect your Ethereum wallet to the Website, pay us 0.25 Ether, plus the “gas fees” (which are the transaction fees charged by the Ethereum network and not by or payable to us), then reserve your mint session. You then have 24 hours to select your attributes and design your Avatar. Once you’ve decided on your configuration and it has been minted, your specific combination of traits will be excluded from the remaining available options.
At the end of the 24-hour period, if you have not actively prompted the minting of your desired Avatar configuration, we will automatically mint your latest Avatar configuration. If that combination is no longer available, the Website will mint a random Avatar configuration for you.
Whether you prompt the minting of your desired Avatar configuration or we do this for you, the NFT will be minted directly to the wallet you used to connect to the Website and pay for the Grand Leisure NFT.
Any financial transactions through the Website will be conducted through the Ethereum network. We have no insight into or control over these payments or transactions, and we are unable to reverse any transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
Special terms and conditions apply where your avatar includes assets from the Ralph Lauren Expansion Pack, as indicated below.
3. What We Own
“Intellectual Property” means all forms of intellectual property or proprietary rights and protections in and to all trademarks, trade names, symbols, logos, brand names and other proprietary indicia, copyrights, patents, trade secret rights, mask works and moral rights. Intellectual Property includes but is not limited to the intellectual property or proprietary rights and protections surrounding the images, designs and artwork comprising the Avatar, art assets, each Avatar, Grand Leisure, “Poolsuite” and Ultraleisure names and branding, logos, all layer files, trademarks, trade names, symbols, brand names, the Website and all associated text, graphics, copyright, scripts date and software, the ability to mint the Grand Leisure NFTs, the look and feel of the user interface, the smart contract code, or anything else not specifically granted by any following licenses.
The trademarks “Grand LeisureTM” “Poolsuite” and Ultraleisure and Intellectual Property involved in the Grand Leisure NFT Project (Grand Leisure) are all owned by Ultraleisure.
All rights that are not specifically granted to you below in connection with a Grand Leisure NFT are reserved by Ultraleisure.
Ralph Lauren, through its subsidiaries and affiliates, is the sole and exclusive owner of all right, title and interest in and to the Intellectual Property contained in the Ralph Lauren Expansion Pack and the art assets contained therein. The trademarks “Ralph Lauren,” “Polo”, the Polo Player Logo and all Intellectual Property involved and/or contained in the Ralph Lauren Expansion Pack and the art assets contained therein are owned by Ralph Lauren, throughits subsidiaries and affiliates.
All rights that are not specifically granted to you below in connection with the Ralph Lauren Expansion Pack assets are reserved by Ralph Lauren, its subsidiaries and affiliates.
4. What You Own and What You Can Do With It
You agree to purchase a Grand Leisure NFT subject to these terms and conditions. You will own the Grand Leisure NFT and have certain rights to use the Avatar once the NFT is minted.
The NFT carries with it a worldwide, perpetual, exclusive, transferable licence from Ultraleisure to display the Avatar, and use the Avatar as your profile picture.
If your Avatar does not use the Ralph Lauren Expansion Pack items, you may generate and sell digital and physical merchandise or art featuring the Avatar in full, up to US$100,000 in aggregate in commercial sales (or its equivalent in any other currency), subject to the restrictions below. Should you approach that amount or expect to go beyond it please reach out to us to discuss a licensing deal.
If your Avatar uses any of the Ralph Lauren Expansion Pack items, you may not generate and sell digital and physical merchandise or art featuring the Avatar. You must not in any way commercially exploit the Avatar, the Intellectual Property or any intellectual property rights subsisting in the Ralph Lauren Expansion Pack, the Ralph Lauren trademarks, trade name, or the names of any of our other partners.
When you have purchased and minted a Grand Leisure NFT, this is a final sale, so no refunds are possible.
5. Specifics on Commercial and Derivative Rights
When using the Avatar image in any way and for any reason, you can only use the complete image it in its entirety. This means that you can’t crop the Avatar image, separate out and use its constituent art asset layers or otherwise edit it in a way that results in the full Avatar image not being displayed. The individual layered files and characteristics that are used to create the Avatar constitute Intellectual Property belonging to Ultraleisure, Ralph Lauren, its subsidiaries and affiliates, or our other partners and are not included in the license for the use of the Avatar which attaches to the NFT.
If your Avatar does not use any of the Ralph Lauren Expansion Pack items, you also can’t create other non-fungible tokens that are derivative of the Avatar or any of the Intellectual Property. You also can’t create another full NFT project using the Avatar in any way, use the “Grand Leisure” or “Poolsuite” names when commercialising your avatar, or pitch your offering as a project of or associated with “Grand Leisure” or “Poolsuite”.
If an Avatar uses any of the Ralph Lauren Expansion Pack items, you can’t create derivatives of the Avatar or any of the Intellectual Property (including Intellectual Property in the Ralph Lauren Expansion Pack) or Ralph Lauren name at all, whether this involves NFTs or anything else.
You shall not use the Avatar or the NFT in connection with any material which is unlawful, fraudulent, libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations and You shall indemnify and defend us, Ultraleisure,Ralph Lauren,its subsidiaries and affiliates harmless against any claims, damages, proceedings, loss or costs arising from such use. You shall not use the Grand Leisure NFT in any way that could be construed as being adverse or derogatory to the image of the Website, us, Ultraleisure or any of the Grand Leisure NFTs.
6. No Guarantees or Future Promises
While we certainly aim to build new and exciting projects with the most positive intentions, none of this is guaranteed or is a representation or warranty from us that these projects and features will happen. When you purchase a Grand Leisure NFT, you agree that you are purchasing only the NFT and the right to use the associated Avatar in accordance with these terms and conditions in exchange for the relevant Ether payment.
7. Grand Leisure NFTs Are Not Intended as Investments
Grand Leisure NFTs are fun digital avatars for you to create and purchase. They are not meant as investments or investment vehicles. We make absolutely no guarantees, representations or warranties that a Grand Leisure NFT will be worth anything more than what you and the market deem the NFT and/or the Avatar to be worth, which could be less than the price you paid to mint it. Grand Leisure NFTs have no inherent monetary value and are not intended to be used for payment or investment purposes.
8. Your use of the Website
Connecting your wallet to the Website
By connecting your wallet to and transacting through the Website, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet.
Neither we nor Ultraleisure accept any responsibility for, or liability to you, in connection with your use of a third-party wallet and make no representations or warranties regarding how the Website will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet private key or recovery seed phrase with anyone. If you discover an issue related to your wallet, please contact the wallet provider. Likewise, you are solely responsible for your use of the Website and any associated wallet and we are not liable for any acts or omissions by you in connection with your use of the Website or as a result of your wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to connecting your wallet to the Website.
You also represent and warrant that you will comply with all applicable laws and regulations when using the Website.
Restrictions on activities
You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of the Website in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through the Website; (ii) attempt to access any part or function of the properties without authorisation, or connect to the Website or any of the Website’s servers or any other systems or networks of Us, Ultraleisure or any affiliated entity provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of the Website or any network connected to the Website, or violate any security or authentication measures on the Website or any network connected to the Website; (iv) reverse look-up, track or seek to track any information of any other users of or visitors to the Website; (v) manipulate or reverse engineer any logic or code used by or connected to the Website; (vi) manipulate, move, change or alter NFTs or their ownership, or the functions of the Website to achieve the same result, including such in connection with the wallets holding the NFTs, except pursuant to the intended functions provided by the Website; (vii) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Website or the infrastructure of any systems or networks connected to the Website; (viii) use any devices, software or routine programs to interfere with the normal operation of the Website or any transactions on the Website, or any other person’s use of the Website; (ix) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to the Website, or (x) use the Website in an illegal way.
9. KYC and data privacy
We may ask you to provide documents and information to comply with our legal and regulatory obligations. These documents and information may contain information that is processed by us about an individual who is identified or identifiable from that information (Personal Data).
We may also require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these terms and conditions. If this happens, we may, in our sole discretion, block your ability to access and use the Website until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Website.
All documents and information you provide must be true, complete, current and accurate. If not, we may suspend, limit or terminate your access to the Website until you provide updated documents and information.
Documents and information, including Personal Data, that you provide to us is not stored in your wallet; it is stored and processed by us and follows our Privacy Policy https://grandleisure.org/privacy. If you do not provide requested documents and information when we request it, we may not allow you to use the Website or purchase a Grand Leisure NFT.
10. Sanctions and anti-money laundering
We may check the address of the wallet you use to connect to the Website, and associated information, against sanctions databases maintained by third parties.
You represent and warrant to us that:
11. Taxes
Buying, selling or merchandising a Grand Leisure NFT may have tax consequences for you. Neither we nor Ultraleisure provide tax advice and you must take your own tax advice on any consequences of buying, selling or merchandising a Grand Leisure NFT. We do not facilitate direct payment or witholding of any taxes through the Website and reporting and payment of relevant taxes are always your individual responsibility.
12. Children
The Grand Leisure project is not targeted towards children. You agree that you are over the age of 18, or above the legal age of your jurisdiction, whichever is greater.
13. Disclaimer, Limitation of Liability and Indemnity
Disclaimer
You understand and expressly accept that the Website and Grand Leisure NFTs are offered on an “as is”. We operate the Website but We make no warranty whatsoever with respect to the Website, including any: (i) warranties in respect of the content or features of the Website; (ii) warranties as to the fitness of the Website for a particular purpose; or (iii) warranty against infringement of intellectual property rights of a third party, whether arising by law, course of dealing, course of performance, usage of trade or otherwise.
Limitation of liability
NEITHER WE NOR ULTRALEISURE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES OF ANY KIND THAT MAY ARISE AS A RESULT OF ANY USE OF THE WEBSITE OR THE GRAND LEISURE NFTS, INCLUDING ANY PAYMENTS OR TRANSACTIONS OF ANY KIND THAT YOU ENGAGE IN VIA THE WEBSITE. NEITHER WE NOR ULTRALEISURE HAVE ANY LIABILITY FOR ANY LOSSES. THIS LIMITATION OF LIABILITY EXTENDS TO OUR AND ULTRALEISURE’S DIRECTORS, OFFICERS, AGENTS, JOINT VENTURERS, CONTRACTORS, EMPLOYEES, AND REPRESENTATIVES.
Indemnity
You agree to release, indemnify, and hold us, Ultraleisure, our and Ultraleisure’s affiliates and service providers, partners, including Ralph Lauren, its subsidiaries and affiliates and each of their and our respective directors, officers, agents, joint venturers, employees, and representatives harmless for:
(a)any claims arising out of or in connection with a dispute you have with another user of the Website;
(b)any claims arising out of or in connection with Your breach of these terms and conditions; and
(c)any claims arising out of or in connection with Your violation of any law, rule, regulation, or the rights of any third party.
Your release, indemnification and holding harmless of us, Ultraleisure and associated parties including Ralph Lauren, its subsidiaries and affiliates is broad and extends to all damages (direct, consequential, or however characterised) and includes our and Ralph Lauren’s, its subsidiaries’ and affiliates’ legal fees arising out of defending any of the above claims. Your release, indemnification and hold harmless of us, Ultraleisure and associated parties including Ralph Lauren, its subsidiaries and affiliates also extends to any fines, fees, or penalties imposed by any governmental or regulatory authority.
14. Changes to These Terms and Conditions
We may make changes to the terms and conditions from time to time. Where possible, we will ensure that any significant changes are shared on our official social media channels in advance of the change to gather any community feedback. If we make any changes, we will announce these on our official social media channels and they will apply from the “Last Updated” date at the top of this page, and your continued access to or use of the Website after the these terms and conditions have been updated will constitute your acceptance to the amended terms and conditions. If you do not agree to any amended terms and conditions, you may not access or use the Website.
15.Entire Agreement
These terms and conditions constitute the entire agreement between you, us and Ultraleisure in connection with a purchase of an NFT and use of the Avatar.
You acknowledge that in using the Website and agreeing to these terms and conditions you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. You shall not have any claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.
16. Assignment
Certain rights under these terms and conditions attach to the NFT. Provided you exercise those rights in accordance with these terms and conditions, you do not require our consent to assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any of these rights and obligations attaching to the NFT, such as use of the Avatar or creating and selling merchandise.
Other rights in these terms and conditions are personal to you in connection with your use of the Website. You may not assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any or all of the rights and obligations under these terms and conditions that are personal to you.
Neither we nor Ultraleisure are not under any restrictions and may assign or otherwise deal with any and all of our respective rights and obligations under these terms and conditions.
17. Severability
If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.
18. Survival
Any provision of these terms and conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect.
19. Governing Law and Jurisdiction
These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the British Virgin Islands.
You irrevocably agree that the courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or their subject matter or formation.
Any claim or dispute under these terms and conditions will take place on an individual basis without resort to any form of group or representative action. You acknowledge that this waiver is material and essential to the resolution of any disputes between you and us or Ultraleisure.
20. Further information
We are a company incorporated in the British Virgin Islands with registration number 2095058.
Ultraleisure is a private limited liability company, incorporated and existing under the laws of Cyprus with registration number HE 437717.