Congratulations on being a recipient of one of Clinique’s limited-edition makeup looks! These terms and conditions (the “Terms and Conditions”) govern your receipt and use of the Clinique makeup look given to you by Clinique Laboratories, LLC (“Clinique”).
You have been randomly chosen to receive a Clinique limited edition makeup look because you are the owner of a non-fungible person avatar (each, an “NFP Avatar”) on the Ethereum blockchain network, a decentralize marketplace (the “Ethereum Network”). Your receipt of the Clinique makeup look is governed by these Terms and Conditions, as well as the terms and conditions governing https://nfp.daz3d.com, a web page owned and controlled by Daz 3D (a subsidiary of Daz Productions, Inc.) (the “Daz 3D Terms” and “Daz 3D”, respectively). If any provision of these Terms and Conditions conflicts with any provision of the Daz 3D Terms, these Terms and Conditions shall prevail with respect to your receipt of, access to, and use of the Clinique makeup look and the Blind Token (as defined below).
The digital collectible you have been selected to receive consists of (1) limited edition Clinique makeup look, and an associated “blind” non-fungible token (NFT) (the “Blind Token”) minted to demonstrate rights ownership and authenticity of the content (collectively, the “Clinique Makeup Look NFT”). The Blind Token has been minted by Daz 3D as an NFT on the Polygon network (the “Polygon Network”). Daz 3D has borne all charges associated with minting the Blind Token (including, without limitation, “gas fees”). You will not be charged any fees for your receipt of the Clinique Makeup Look NFT. The Blind Token shall be air dropped into your public web3 wallet in which your NFP Avatar is held (your “Wallet”), and such Blind Token shall enable you to claim the Clinique makeup look on or after the applicable reveal date associated with such Blind Token (the “Reveal Date”). Prior to the Reveal Date, you will not be able to see the Clinique makeup look, nor apply it to your NFP Avatar, however you will be able to Transfer (as defined below) the Blind Token prior to the Reveal Date, subject to these Terms and Conditions. As of the applicable Reveal Date, you will have the following options:
THE CLINIQUE MAKEUP LOOK NFT IS AWARDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
Ownership of the Clinique Makeup Look NFT is administered entirely on the Polygon Network. When you are given the Clinique Makeup Look NFT through the Daz 3D airdrop, you become the owner of the underlying limited edition digital content and the NFT (Blind Token) representing such digital content, but such ownership is subject to the limited license in and to the underlying artwork in the digital content (the “Artwork”) set forth in this Section. Clinique owns and shall retain all right, title, and interest in and to the Artwork. Clinique hereby grants to you a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, and display the Artwork in connection with the Clinique Makeup Look NFT, and in accordance with the terms set forth herein. All rights to the Artwork are reserved by Clinique.
You shall not, nor shall you authorize or permit any third party to, do or attempt to do any of the foregoing without the Clinique’s express prior written consent in each case: (a) modify the Artwork in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Artwork to advertise, market, or sell any product or service; (c) use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Artwork in any other forms of media, except to the limited extent that such use is solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; or (g) otherwise utilize the Artwork for your or any third party’s commercial benefit.
You may auction, sell, trade, gift, transfer, or otherwise dispose of (in each case, “Transfer”) the Blind Token on a third party NFT marketplace platform. The Transfer of any Blind Token must be accomplished by transferring the Blind Token from your public web3 Wallet to a wallet on a third-party platform that permits such Transfers. You understand that Clinique has no control over transactions on the Polygon Network or Ethereum Network, nor does Clinique have the ability to reverse or refund any payments or transactions relating to the Clinique Makeup Look NFT. Clinique has 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 in via the Daz 3D Platform or otherwise via the Polygon Network or Ethereum Network. By receiving the Clinique Makeup Look NFT, you agree not to take any action on the Daz 3D Platform that involves or results in the wrongful seizure or receipt of any NFTs or other digital assets, including the purchase or sale of NFTs by illegal means.
Upon the Transfer of a Blind Token, your ownership in that Blind Token passes to the transferee. You agree not to enable the creation of or attempt to create any fractionalized interest in the Clinique Makeup Look NFT. Each Clinique Makeup Look NFT may only be Transferred as a whole and single asset. All rights to the Clinique Makeup Look NFT may be owned by only one person at any given point in time (i.e. for instance you may not separately transfer any interest in the Clinique makeup look which is authenticated by the Blind Token itself – similarly you may not sell a portion of a Clinique Makeup Look NFT).
In addition, you shall not Transfer the Clinique Makeup Look NFT to any transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties. Any Transfers of a Clinique Makeup Look NFT will be subject to these Terms and Conditions, and the terms and conditions of any third party platform enabling such Transfers. Further, under no circumstances shall Clinique be liable for any additional fees imposed or required by the third party platform through which you may Transfer the Clinique Makeup Look NFT.
Your right to Transfer the Clinique Makeup Look NFT to a third party is conditioned upon (i) the transferee’s acceptance of (i) these Terms and Conditions (including all terms and conditions incorporated herein by reference), (ii) the Daz 3D Terms, and (iii) the terms and conditions of the applicable third-party platform used to make the Transfer, if any.
For clarity, only NFP Avatar holders are capable of applying a Clinique makeup look to their NFP Avatars. Accordingly, Transfer of a Blind Token hereunder to a transferee who is not an NFP Avatar holder will render the Blind Token useless until or unless the transferee comes into possession of an NFP Avatar onto which the Clinique makeup look associated with such Blind Token may be applied.
For purposes of these Terms and Conditions, you acknowledge that NFP Avatars constitute non-fungible tokens (NFTs), as do the Blind Tokens discussed herein.
Volatility:
The prices of NFTs are extremely volatile and subjective. NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Clinique Makeup Look NFT, which may also be subject to significant price volatility. Clinique does not guarantee that any Clinique Makeup Look NFT given to you will obtain or retain value, as the value of NFTs is inherently subjective, and factors occurring outside of the Daz 3D Platform, and/or Clinique’s control may materially impact the value and desirability of any particular Clinique Makeup Look NFT. The Clinique Makeup Look NFT is not, and should not be treated as, an investment asset, and is not intended for investment purposes.
Inherent Risks:
There are risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within an individual’s public web3 Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of NFTs. ANY CLINIQUE MAKEUP LOOK NFT THAT YOU RECEIVE, OR TRANSFER OF A CLINIQUE MAKEUP LOOK NFT YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THE DAZ 3D PLATFORM, WILL BE ENTIRELY AT YOUR RISK. CLINIQUE DOES NOT CONTROL OR ENDORSE TRANSFERS OF CLINIQUE MAKEUP LOOK NFTS.
Use of Blockchain:
The Clinique Makeup Look NFTs granted hereunder exist only by virtue of the ownership record maintained on the Polygon Network. Clinique may store the Clinique Makeup Look NFTs on its own servers or those of third-party service providers. Any Transfer of Clinique Makeup Look NFTs occurs within the Polygon Network and not on the Daz 3D Platform.
AS A RECIPIENT OF A CLINIQUE MAKEUP LOOK NFT, YOU HEREBY ACCEPT AND ACKNOWLEDGE THAT CLINIQUE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE DAZ 3D PLATFORM OR THE POLYGON NETWORK OR ETHEREUM NETWORK, HOWEVER CAUSED. UPGRADES TO THE DAZ 3D PLATFORM OR THE POLYGON NETWORK OR ETHEREUM NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE POLYGON NETWORK OR ETHEREUM NETWORK MAY HAVE UNINTENDED, ADVERSE EFFECTS ON YOUR CLINIQUE MAKEUP LOOK NFT.
NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the Polygon Network and/or Ethereum Network. All smart contracts are conducted and occur on the decentralized ledger within the Polygon Network and/or Ethereum Network. CLINIQUE HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. CLINIQUE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE POLYGON NETWORK OR ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE POLYGON NETWORK OR ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
CLINIQUE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE DAZ 3D PLATFORM, THE POLYGON NETWORK, THE ETHEREUM NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE DAZ 3D PLATFORM, THE POLYGON NETWORK, THE ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET.
All federal, state and local tax liabilities associated with your receipt of, collection of, access to, and use of the Clinique Makeup Look NFT are your responsibility.
By receiving the Clinique Makeup Look NFT, you hereby represent, warrant, covenant and agree that (a) you are not located in, and are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including, without limitation, Cuba, Iran, North Korea or Syria; and (b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that is subject to sanctions in any other country; or (iv) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles. You are not allowed to claim your Clinique Makeup Look NFT your IP address or address of residence originates from any such country. Further, Clinique will not grant you the Clinique Makeup Look NFT if any of the foregoing representations and warranties are breached.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CLINIQUE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL CLINIQUE BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO THE CLINIQUE MAKEUP LOOK NFT. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED, AND EVEN IF A PROMOTION ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND, IN ANY EVENT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CLINIQUE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED $100.
Daz 3D is a leader in NFT strategy, marketing & full-stack development, including generative PFP collections. The company has worked with iconic brands like Warner Brothers, Champion, Coca-Cola, Samsung, Louis Moinet, and others to create cross-chain NFT collections and wearables for the metaverse. In 2021 it partnered with RTFKT (now Nike) to bring 3D utility to CloneX, and Daz has several PFP projects slated for 2022.