PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR PLATFORM (DEFINED BELOW) AND RELATED CONTENT ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE PLATFORM IN ANY MANNER.

Effective as of September 3, 2022.

Welcome to Gangster All Star. Please read on to learn the rules and restrictions that govern your use of our websites, products, services, Discord server and blockchain-based applications (collectively, the “Platform”). If you have any questions, comments, or concerns regarding these Terms of Service (“Terms”) or the Platform, please contact us in our Discord server at https://discord.gg/gangsterallstar.

These Terms apply to, without limitation, the bidding, purchase, sale and distribution of non-fungible tokens (“NFTs”) by Gangster Studios Company Limited (“Gangster Studios”) through the Platform. Gangster Studios (sometimes also referred to herein simply as “we,” “us,” or “our”) intends to sell NFTs to initial purchasers and may provide additional goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), subject to your acceptance of these Terms.

1. Gangster All Star

Gangster All Star is a community-driven collectible NFT project consisting of several collections (Gangster All Star, Gangster All Star Special, Gangster All Star Universe and Gangster All Star Evolution). Gangster All Star Evolution is our latest collection and consists of 7,777 unique avatar artworks incorporated as NFTs (collectively, the “Collection” or individually “Gangster NFTs”) and running on the Ethereum blockchain network (“Ethereum Network”). The Collection will launch (“Mint”) on September 3, 2022. 
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We reserve the right to issue new NFTs and related goods and experiences in the future under these Terms as determined by us in our sole discretion, whether that be in the form of a new collection or as single items.

2. Acceptance of Terms

BY ACCESSING AND USING THE PLATFORM YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.

These Terms may be prospectively changed, modified, altered or updated by us in our sole discretion at any time and without any obligation to provide prior notice. Accordingly, when you access or use the Platform, you are solely responsible for checking the effective date of these Terms and being aware of any changes since the last version. Your continued use of the Platform after we make changes is deemed to be an acceptance of those changes. Your access to and use of the Platform will be governed by the Terms that are in effect at the time of such access or use.

3. Ownership

“Own” means your rights with respect to an NFT you have minted, purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase and ownership is recorded on the Ethereum Network. We may, at our option, use third party platforms or wallet extensions (e.g. MetaMask), which may be owned or operated by third parties (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.
When you purchase (either by Minting or by purchasing on the secondary market) an NFT of the Collection, you Own the NFT. Ownership of the NFT is administered and dependent by the Ethereum Network and the underlying smart contracts. Gangster Studios will, at no point, be able to seize, free, or otherwise modify any transaction on the Ethereum Network, including any transactions.  Ownership of the NFT does not include ownership of the intellectual property incorporated into the NFT, your use of which is subject to Section 4 below.

4. Intellectual Property and Commercial Use Rights

The intellectual property and commercial use rights of the NFTs in the Collection are set forth in the Commercial License, which is hereby incorporated by reference into these Terms and shall be deemed to have the same force and effect as if set forth in full herein. In the event of any conflict or inconsistency between these Terms and the Commercial License, as it pertains to intellectual property and/or commercial use rights of the NFTs in the Collection, the terms of Commercial License shall govern with respect to any such conflict or inconsistency

5. Gold Saucer Auction and Allowlist Sale

The auction terms governing the bidding, purchasing, sale and distribution of NFTs in the Collection are set forth in the Gold Saucer Auction Terms and Conditions (“Auction Terms”), which are hereby incorporated by reference into these Terms and shall be deemed to have the same force and effect as if set forth in full herein. In the event of any conflict or inconsistency between these Terms and the Auction Terms, the Auction Terms shall govern with respect to any such conflict or inconsistency.

There are 3,333 Gangster NFTs that will be excluded from the Gold Saucer Auction (the “Auction”). We hereby fully reserve the right, in our sole discretion and with no obligation to provide notice, to (a) sell any portion of these remaining 3,333 Gangster NFTs through a traditional, set price sale (“Allowlist Sale”), at a price determined by us in our sole and absolute discretion (which we currently anticipate will be a set price equal to 65% of the Auction’s Final Price (as defined in the Auction Terms)) and (b) privately allocate and distribute any portion of the 3,333 Gangster NFTs to team members, affiliates, honorary community members, or to any other persons as we see fit, with or without consideration.

6. Fees – Secondary Market & Gas

The percentage of royalties to be collected by Gangster Studios from secondary market sales of the Collection’s NFTs (i.e. sales on OpenSea) will be communicated by Gangster Studios in our private Discord server no later than the time of Mint. We hereby reserve the right, in our sole discretion, to change the percentage of royalties collected without any obligation to provide any notice beyond any requirements set forth by the marketplaces where the our NFTs are listed for trade.

All NFT-related transactions on the Platform, including but not limited to minting, bidding, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum Network. The Ethereum Network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the network. The amount of the Gas Fee changes, often unpredictably, and is entirely outside of our control. You hereby acknowledge and agree that under no circumstances will any transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

7. Utility and Benefits

Gangster Studios reserves the right, in its absolute discretion, to provide additional utility and benefits for holders of the Collection’s NFTs. Any such utility or benefits will be communicated to the community in our private Discord server. You hereby agree and acknowledge that we are under no obligation to provide specific utility or benefits, and that additional requirements (i.e. collection of certain information) and restrictions (i.e. geographical restrictions) may be imposed by us or applicable laws and regulations as it pertains to your eligibility for such utility and benefits. 

8. Other Terms of Sale

All of our NFT sales are final upon the moment you Mint, except as stated otherwise in our Gold Saucer Auction Terms and Conditions. Once you Mint, purchase or otherwise Own an NFT, you should immediately take the necessary steps to complete your transaction (e.g., activate or download any content, secure any seed phrase or corresponding private key, or properly store in a hardware wallet). We encourage the use of secure, offline storage measures for NFTs, specifically hardware wallets. 

You may resell or otherwise transfer NFTs that you Own as permitted by these Terms, any other relevant terms and conditions and applicable laws and regulations. Any sale or transfer must provide for the transfer of all of your rights, including, but not limited to, ownership then outstanding with respect to such NFT. Any transfer of an NFT shall be subject to the transferee agreeing to be bound by these Terms and any other applicable terms and conditions as soon as they Own the NFT. You hereby agree to not knowingly sell, swap, donate, give away, transfer, or otherwise dispose of your purchased NFT to any person who is not 18 years or older. You hereby agree to comply with all applicable materials and requirements available at https://www.gangsterallstar.com at all times. 

9. Assumption of Risk

You hereby acknowledge that NFTs carry certain risks, including, but not limited to, those listed below. We expressly disclaim any responsibility for these risks and you acknowledge and agree that, under no circumstances, shall we be in any way liable for any of these risks:

9.1 Inherent Risks of Digital Assets

There are risks associated with the use of digital assets such as NFTs and cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, malicious software introduction, and the risk of third parties obtaining unauthorized access to information stored within your cryptographic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum Network, no matter the cause of such issue.

9.2 Value and Volatility – Our NFTs are not Investments

The prices of NFTs have shown a historical record of being extremely volatile and subjective, and NFTs have no inherent or intrinsic value. To the extent there is a price or market for NFTs or other blockchain-based assets: (a) those prices and markets may be extremely volatile, (b) variations in the price of other digital assets could materially and adversely affect the value of any NFTs you own, and (c) there is no guarantee that NFTs will have or retain any value or that there is or will be a market for the resale of the NFTs. Our NFTs are not securities or financial instruments and are only offered for collection and personal use purposes; not for investment purposes. The commercial or market value of NFTs may materially diminish in value as a result of a variety of factors. You accept and acknowledge that we will not be responsible for the risks of engaging in any transactions relating to NFTs you Own (e.g., transferring your NFT to a third party on any so-called “secondary market”).

9.3 Blockchain, Ethereum and NFTs

Our Platform does not itself store, send, or receive NFTs or other cryptocurrencies. This is because NFTs exist only by ownership record maintained on the Platform’s supporting blockchain on the Ethereum Network. Any transfer of NFTs occurs within the Ethereum Network and not on the Platform. We do not make any promises or guarantees about the availability of NFTs on any blockchain. Upgrades to the Ethereum Network, including a hard fork or similar change, a failure or cessation of the Ethereum Network or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum Network may have unintended, adverse effects on all blockchains using those or similar technologies and on other digital assets, including NFTs. We explicitly hereby make no promises or guarantees related to the Ethereum Network or any other third parties related to the NFTs or the Platform. You accept and acknowledge that we will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error, purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological issues or difficulties.

9.4 Legal and Regulatory Landscape

The legal and regulatory frameworks governing NFTs, blockchain technologies and cryptocurrencies is uncertain and constantly changing. New laws, regulations or policies may materially and adversely affect the potential utility or value of your NFTs. You accept, acknowledge and agree that we will not be responsible for the risk of changes to the legal and regulatory frameworks governing NFTs, blockchain technologies and cryptocurrencies, including new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs. 

9.5 Taxes

You hereby agree to defend, indemnify and hold Gangster Studios, our agents, partners and all affiliates harmless from any loss, liability, expense, cost, claim or demand, including reasonable attorneys’ fees, due to or arising out of your breach of any representation, warranty or other provision of (i) these Auction Terms, (ii) our Platform Terms of Service, or (iii) any other applicable terms, conditions, laws and regulations.

9.6 General Matters 

You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) Gangster Studios does not represent or warrant that (i) any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, (ii) that defects in the NFTs, or their supporting systems or technology, will be corrected, (iii) or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) Gangster Studios shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.

10. Disclaimer of Warranty

THERE IS NO WARRANTY FOR THE PLATFORM OR ANY GANGSTER STUDIOS NFTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, WE PROVIDE THE PLATFORM AND NFTS “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 

11. Limitation of Liability

IN NO EVENT SHALL GANGSTER STUDIOS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COSTS OF COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE PLATFORM OR NFTS OR YOUR INABILITY TO USE THE PLATFORM OR NFTS. NOTWITHSTANDING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE LESSER OF THE FEES YOU PAID TO US FOR NFTS OR ANY OTHER PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE TWELVE MONTHS PRECEDING THE CLAIM OR ONE HUNDRED (100) UNITED STATES DOLLARS.

12. Other Transaction Terms

12.1 Cryptocurrency Transactions

Any cryptocurrency transactions that you engage in through the Platform, including NFT-related transactions, will be conducted solely through the Ethereum Network. We have no control over these transactions, including any ability to reverse such transactions. We not dot provide refunds for any NFTs you purchase or bid on through the Platform. Although we intend to keep our NFTs on the Ethereum Network, we hereby reserve the right, in our sole discretion, to change the underlying blockchain of our NFTs. 

12.2 No Liability for Transactions

You hereby accept and agree that we are not liable to you or to any third party for any claims or damages that may arise as a result of any transactions, including NFT-related transactions that you engage on through the Platform, or any transactions that you conduct via the Ethereum Network. 

13. Governing Law

These Terms and your use of the Platform will be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, regardless of the conflict of law provisions thereof and regardless of where you live or from where you access or use the Platform and related services.

14. Miscellaneous

Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision, and we shall have the full discretion of exercising or enforcing such right or provision on the timing of our choosing. The section titles, subtitles and headers in these Terms are for convenience only and have no legal or contractual effect. Our performance under these Terms is subject to existing and applicable laws, regulations and legal process. If any part of these Terms is deemed to be illegal, invalid, void or unenforceable for any reason, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remainder of the Terms shall be unaffected and shall continue to be fully valid, binding, and enforceable. These Terms, together with any additional terms and conditions or policies referred to and incorporated herein (including without limitation the Commercial License and Gold Saucer Auction Terms and Conditions) shall constitute the entire understanding between you and us. These Terms apply solely to the extent permitted by law.

Contact Information

If you have any questions or comments, please contact us in our Discord server at https://discord.gg/gangsterallstar.