AUCTION
TERMS OF SERVICE

GOLD SAUCER AUCTION TERMS AND CONDITIONS

PLEASE NOTE THAT YOUR PARTICIPATION IN THE GANGSTER ALL STAR EVOLUTION GOLD SAUCER AUCTION (THE “AUCTION”) IS SUBJECT TO THE ELIGIBILITY REQUIREMENTS AND TERMS SET FORTH IN THESE GOLD SAUCER AUCTION TERMS AND CONDITIONS (“AUCTION TERMS”). BY SUBMITTING A BID AND PARTICIPATING IN THE AUCTION, YOU AGREE TO BE BOUND BY THESE AUCTION TERMS. 

These Auction Terms are a Legally Binding Contract

Please read these Auction Terms very carefully as they set forth a legally binding contract between you (“Participant,” “User” and sometimes also referred to herein simply as “you”) and Gangster Studios Company Limited (“Gangster Studios” and sometimes also referred to herein simply as “we,” “us,” or “our”). Among other contractual items, these Auction Terms provide for the indemnification of Gangster Studios by you, a waiver of class action and jury trial rights, mandatory binding arbitration, and certain limitations to your rights and remedies. 

BY PARTICIPATING AND BIDDING IN THIS AUCTION YOU REPRESENT AND WARRANT THAT YOU SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW AND, FURTHER, YOU AGREE TO BE BOUND BY THESE AUCTION TERMS. PLEASE DO NOT PARTICIPATE IN THIS AUCTION IF YOU ARE IN FULL AGREEMENT WITH THE TERMS SET FORTH IN THESE AUCTION TERMS. 

Eligibility Criteria

In order to be eligible to make a bid and participate in the Auction, Participant must (i) be 18 years of age or order, or the legal age of maturity in his or her jurisdiction, whichever is greater, (ii) have a cryptographic wallet capable of supporting an ERC-721 token (“Wallet”) (for example, MetaMask), (iii) not appear on the Specially Designated Nationals and Blocked Persons List (“SDN List”) of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), (iv) not be located in a country, region, state or province where participation in the Auction would violate applicable laws, rules or regulations, (v) not be located in a country or region subject to sanctions by OFAC, which may change from time to time but, as of the date of these Auction Terms include, Crimea, Cuba, North Korea, Iran, Syria and (vi) not be a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority. 

Gangster All Star Evolution

The digital asset items subject to the Auction are 4,444 non-fungible tokens token (“NFTs”) that are part of a collection of 7,777 NFTs created by Gangster Studios and named Gangster All Star Evolution (“Gangster NFTs”). The remaining 3,333 Gangster NFTs that are excluded from the Auction will be sold or distributed in accordance with our Platform Terms of Service, which are hereby incorporated by reference into these Auction Terms and shall be deemed to have the same force and effect as if set forth in full herein.  For purposes of clarity and the avoidance of doubt, the 3,333 Gangster NFTs excluded from the Auction may be sold or distributed at a reduced price in an Allowlist Sale (as defined in the Platform Terms of Service) and/or distributed with or without consideration to members of our team and/or community, as more specifically explained in the Platform Terms of Service.

Participant hereby acknowledges and agrees that Gangster NFTs are minted “on demand” directly into Participants’ Wallets, meaning they do not exist until some point after Auction Period ends. Accordingly, Gangster NFTs are not available for inspection prior to delivery and are provided on an “as is” and “as available” basis. Participant acknowledges that each individual Gangster NFT will vary in terms of appearance, functionality, utility, traits and any other aspects and attributes that have been incorporated by Gangster Studios on a randomized basis, which may result in material differences between one Gangster NFT and another Gangster NFT. By way of example, a Gangster NFT minted by any one Participant will have traits, aspects and attributes, randomly assigned to that specific Gangster NFT, that are different from the traits, aspects and attributes assigned to a Gangster NFT minted by another Participant.

WE HEREBY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE APPEARANCE, FUNCTIONALITY, UTILITY, TRAITS, PERCEIVED VALUE AND/OR ANY OTHER ASPECT OR ATTRIBUTE INCORPORATED INTO THE GANGSTER NFTS.

Gangster NFTs are not images; they are units of data recorded on cryptographic Tokens running on the Ethereum Network. Image files associated with Gangster NFTs are not subject to the Auction. Further, there are no rights acquired through the purchase of a Gangster NFTs, including without limitation intellectual property rights, except for those set forth in these Auction Terms, the Commercial License or our Platform Terms of Service, which are hereby incorporated by reference into these Auction Terms and shall be deemed to have the same force and effect as if set forth in full herein.

The Auction

For the duration of the Auction Period (as defined below), Participants that are eligible, per these Auction Terms, to take part in the Auction may access the Auction at the following website: mint.gangsterallstar.com (“Auction Site”). Participants may then proceed to place their bid for a Gangster NFT once the Auction goes live and until the Auction Period ends. 

The Auction will begin at 8:00AM EST on September 3, 2022 and will end at 8:00AM EST on September 5, 2022 (the “Auction Period”). Gangster Studios will be the official time keeper of the Auction. The Auction Period, including the beginning and ending, is approximate, and we reserve the right, in our sole discretion and with no obligation to provide notice, to end the Auction earlier or later than the scheduled time. We also reserve the right, in our sole discretion and with no obligation to provide prior notice, to limit, change, cancel, re-list or re-schedule the Auction, even after Auction bids have been submitted. We will take reasonable steps to communicate any such developments, but you acknowledge and agree that we are under no obligation to do so. 

All Auction bids submitted by the Participant shall be in Ethereum. The Participant hereby acknowledges and understands that the price of Ethereum (and other cryptocurrencies) can often be volatile and move in unpredictable ways. Participant agrees that that Gangster Studios shall bear no responsibility for any such volatility or any other movements in price. When the Participant makes an Auction bid, the Participant is required to effectuate a transfer of Ethereum to Gangster Studios in the full bid amount in order for the bid to be deemed an eligible bid.

Starting bids shall be at least 0.1 Ethereum. A Participant may increase their bid at any time during the Auction Period, provided the Participant accordingly transfers the additional Ethereum to match the increase bid. Any such additional Ethereum from an increased bid, will be combined with the Ethereum amount of the original bid and, together, will constitute only one bid. 

By participating in the Auction through the submission of a bid per the instructions set forth herein, you hereby acknowledge, and agree to, the following: 

(i) You are making an irrevocable binding offer to purchase one or multiple Gangster NFTs, and you may not cancel, retract or otherwise reverse a bid once it is made, and if the bid is a Winning Bid (as defined below), the bid is a legally binding contract to purchase a quantity of Gangster NFTs calculated by dividing the Winning Bid by the Final Price (as defined below), then rounded down to the nearest whole integer (if applicable and as further described below). 

(ii) You will take no actions that directly or indirectly manipulate or give the appearance of manipulating any Auction bids or any portion of the Auction bidding process, or participate in any actions that could be considered “shill bidding” (meaning intentionally making fake bids to manipulate or influence the Final Price).  

We reserve the right, in our sole discretion and with no obligation to provide notice, to refuse any bids or to limit or cancel any quantities of Gangster NFTs purchased per Participant, including, but not limited, to those bids that we determine, in our sole judgment, to appear to be placed in bad faith or with any negative intentions. 

Bids – Winnings Bids & Failed Bids

We will, in our sole discretion, determine the Final Price per Gangster NFTs at the conclusion of the Auction Period based on the amount of eligible bids received during the Auction Period (the “Final Price”). A winning bid is a bid that, at the time the Auction Period ends, is at or exceeds the Final Price (“Winning Bid"). A failed bid is a bid that, at the time the Auction Period ends, is below the Final Price (“Failed Bid”) excluding associated Gas Fees, as defined below). Under no circumstances will a Gangster NFTs be distributed pursuant to a Failed Bid. We will refund Failed Bids in full.

If a Participant submits a Winning Bid, such Participant will be sold one or multiple Gangster NFTs. The amount of Gangster NFTs sold will be calculated by dividing the Winning Bid by the Final Price, and then rounding down to the nearest whole integer (if applicable). We will issue a partial refund to the Participant equal to the amount rounded down (if any). By way of example, if the Final Price is 5.0 Ethereum and the Participant’s bid is 22.0 Ethereum, the Participant would be sold 4 Gangster NFTs, and we would refund the Participant 2.0 Ethereum.

Distribution of Gangster NFTs

Participants who submit a Winning Bid will receive their Gangster NFT(s) in their Wallet no later than, barring any unforeseen circumstances, 36 hours following the end of the Auction Period.

Please refer to our Platform Terms of Service for a comprehensive list of risks involved in the purchase, sale, distribution and storage of NFTs. You hereby acknowledge and accept such risks, and we hereby expressly disclaim any responsibility or liability for any of those risks or any other risks associated with the Auction. 

Distribution of Gangster NFTs

Any refunds for Failed Bids and partial refunds for Winnings bids, if applicable, will be transferred to the Participant’s Wallet after the end of the Auction Period, but no later than, barring any unforeseen circumstances, 72 hours following the end of the Allowlist Sale. You hereby acknowledge and understand that, due to volatility and likely change in the fiat currency price of Ethereum, the underlying fiat currency value of the Ethereum refunded (if any) is likely to be different than the fiat currency value of Ethereum when the participant submitted his or her bid. We hereby expressly disclaim any responsibility or liability for any such value differences and you hereby assume risk of, and waive any claims against us for, any such value differences. 

Notwithstanding anything to the contrary above or anywhere else in these Auction Terms, you hereby acknowledge and understand that there may be additional delays between the end of the Auction Period and (i) the distribution of Gangster NFTs and (ii) the processing and transfer of any applicable refunds. These delays may be due, but not limited to, the time it takes to calculate the Final Price, identifying Winnings Bids, and any other actions we deem necessary prior to the distribution of Gangster NFTs and the transfer of applicable refunds. We will take commercially reasonable efforts to ensure, in a reasonably timely manner and accounting for applicable circumstances, the: (i) distribution of the Gangster NFTs and (ii) processing and transfer of any applicable refunds

Gas Fees

The Ethereum Network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the network. The value of the Gas Fee changes, often unpredictably, and is entirely outside of our control. Participants are fully responsible for all Gas Fees associated with the participation in the Auction, including Gas Fees for submitting bids and minting NTFs. You hereby acknowledge and agree that under no circumstances, except as otherwise set forth in these Auction Terms or applicable law, will any Auction-related transaction be revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

Use of Gangster NFTs & Secondary Sales

The term Holder (defined below) is sometimes used interchangeably with the term Participant in these Auction Terms. For purposes of avoiding doubt, all terms, conditions and applicable rules in these Auction Terms shall apply with equal force and effect to Participants and Holders.

A Participant that obtains a Gangster NFT (a “Holder”) may (i) hold the Gangster NFT in his or her Wallet, (ii) sell and transfer the Gangster NFT on the secondary market (“Secondary Sales”), or (iii) otherwise transfer the Gangster NFT as permitted by these Auction Terms and applicable laws, rules and regulations.

All transfers of Gangster NFT, through Secondary Sales or otherwise, shall be subject to these Auction Terms, our Platform Terms of Service, and all other applicable materials including, without limitation, the smart contract underlying the Gangster NFTs and all terms and conditions of the Approved Marketplace (as defined below) through which the Participants effectuates the Secondary Sale. For the avoidance of doubt, a Participant may only sell a Gangster NFT through a marketplace that fully enables the underlying smart contract of the Gangster NFT (“Approved Marketplace”). A Holder that engages in Secondary Sales outside of an Approved Marketplace shall be deemed to be in violation of these Auction Terms, and we may, in our sole discretion, impose restrictions or penalties on such Holder.  

Any recipient of a Gangster NFT, whether by Secondary Sale or other transfer (“Transferee”), will be subject to these Auction Terms in the same manner and force if the Transferee were a Participant. Once a Participant sells, transfers or otherwise disposes of a Gangster NFT, the Participant shall have no further rights associated with the Gangster NFT or related intellectual property. 

Intellectual Property and Licenses

Subject to complete compliance with these Auction Terms, our Platform Terms of Service and any other applicable terms and conditions, a Holder will only have the intellectual property and commercial use rights set forth in the Commercial License, which is hereby incorporated by reference into these Auction Terms and shall be deemed to have the same force and effect as if set forth in full herein.

EU Consumer Rights Directive

A participant that resides in the European Union has the right under the EU Consumer Rights Directive to cancel or otherwise terminate his or her purchase within 14 days of the end of the Auction Period. A Participant that qualifies for this cancellation right, and wishes to exercise it, must notify Gangster Studios within the aforementioned 14 days by sending a written notice to Gangster Studios at Soi Rattanathibet, 22 Intersection, 4 Rattanathibet Road, Bang Kraso Subdistrict, Mueang District, Nonthaburi, 11000. The notice should include your full name, residential address, relevant contact details, Wallet address, a description of the Auction, the date of the sale and a statement that you wish to exercise your cancellation right under the EU Consumer Rights Directive.  

Unauthorized Use

Gangster NFTs and any part of the Auction shall not be used for any unauthorized use or for any illegal, unlawful or un-permitted purpose (“Unauthorized Use”). Any Unauthorized Use in violation of these Auction Terms or applicable laws and regulations will automatically terminate the Participant’s eligibility to participate in the Auction and may subject the Participant to legal liability. Gangster Studios reserves the right, in its sole discretion, to take appropriate legal action based on any Unauthorized Use.

Indemnity

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.

Limitation of Liability

In no event will Gangster Studios be responsible for: (i) incorrect or inaccurate information, whether caused by a Participant or the software programming used or associated with the Auction; (ii) any technical failure not caused by negligence, including but not limited to malfunctions, interruptions, or disconnections in applicable hardware or software, (iii) errors, whether technical or human, which may occur during the administration of the Auction, including the processing of bids, (iv) any unauthorized human intervention during the administration of the Auction, (v) bids or notifications that are late, damaged, lost, incomplete, ineligible, or otherwise not received by the intended recipient for any reason, including, but not limited to, computer, human or technical error of any kind such as spam filters, incorrect computer settings, faulty email accounts, or Participant’s failure to communicate accordingly. If we confirm that a Participant’s bid has been erroneously deleted, lost or otherwise not accordingly available, the Participant’s only remedy is to submit another bid if the Auction Period has not ended.

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 TO COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR PARTICIPATION IN THE AUCTION OR YOUR INTERACTION WITH GANGSTER NFTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FURTHER, IN NO EVENT WILL GANGSTER STUDIOS BE LIABLE FOR ANY ISSUES ACCESSING OUR NFTS AND THE UNDERLYING IP, INCLUDING AS A RESULT OF DISRUPTION, DOWNTIME, REMOVAL, TERMINATION OR ANY OTHER INTERRUPTION TO THE APPLICABLE SERVERS, THE APPROVED MARKETPLACE OR ANY OTHER PLATFORM THAT HOSTS GANGSTER 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 GANGSTER NFTS AND/OR ANY OTHER PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE SIX MONTHS PRECEDING THE CLAIM OR ONE HUNDRED (100) UNITED STATES DOLLARS.

Disclaimer of Warranties

YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN THE AUCTION IS AT YOUR OWN RISK. AS A PARTICIPANT YOU ARE FULLY RESPONSIBLE FOR COMPLYING WITH THESE AUCTION TERMS, OUR PLATFORM TERMS OF SERVICE AND ANY OTHER APPLICABLE TERMS, CONDITIONS, LAWS, RULES AND REGULATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AUCTION AND ALL OTHER CONTENT AVAILABLE THEREIN AND THE GANGSTER NFTS ARE PROVIDED AND MADE AVAILABLE “AS IS” WITHOUT WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

GANGSTER STUDIOS DOES NOT WARRANT THAT THE FUNCTIONALITIES OF THE AUCTION, AUCTION SITE AND ALL RELATED CONTENT AND MATERIALS THEREIN WILL BE UNINTERRUPTED AND ERROR FREE, THAT DEFECTS OR ANY PROCESSING ERROR WILL BE CORRECTED, OR THAT THE AUCTION SITE AND HARDWARE AND SOFTWARE INFRASTRUCTURE THAT SUPPORTS IT ARE FREE OF VIRUSES, BUGS OR OTHER MALICIOUS COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GANGSTER STUDIOS SHALL NOT BE LIABLE FOR YOUR PARTICIPATION IN THE AUCTION OR YOUR USE OF THE AUCTION SITE, INCLUDING ALL MATERIALS, CONTENT AND ANY ERRORS THEREIN. 

YOU HEREBY ACKNOWLEDGE AND AGREE TO THIS ESSENTIAL PART OF THESE AUCTION TERMS. 

Force Majeure

In no event, and under no circumstances, shall Gangster Studios be liable or deemed to be in breach of these Auction Terms, our Platform Terms of Service or any other current or future applicable terms and conditions, for any delay or failure to perform the auction or related actions due to events including, but not limited to, riots, civil disorder, governmental order or law, accidents, earthquakes, explosions, strikes, lockouts, epidemics, pandemics or other public health crises or emergencies, hurricanes, war, technical failures, corrupted hardware or software or any other events or causes beyond our control that affect the administration, fairness, security or proper functioning of the Auction.

WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT OBLIGATION TO PROVIDE NOTICE, TO IMMEDIATELY MODIFY, CANCEL OR OTHERWISE TERMINATE THE AUCTION.

Assignment

We may freely assign our rights and obligations under this Agreement, including due to change of control, merger, acquisition, sale of substantially all assets or equity, or otherwise by operation of law. These Auction Terms, including, without limitation, the licenses granted in the Commercial License, are personal to the Holder and shall not be assigned or otherwise transferred without the express written consent of Gangster Studios, except as it pertains to Holders that are sold or transferred a Gangster NFT as described in these Auction Terms. Any other attempt to assign, license or sub-license, or otherwise transfer any rights or obligations under these Auction Terms shall be null and void. 

Mandatory Arbitration

We do not represent or warrant that the Auction is lawful or available for use in your specific geographic and jurisdictional location. You should not participate in the Auction if doing so in your location would violate applicable laws, rules and regulations.  By choosing to participate in the Auction from your specific location, you do so at your own risk, you are responsible for compliance with all applicable local laws and regulations, and you are representing to us that such participation will not violate applicable laws, rules or regulations.

As a condition for participating in the Auction or accessing the Gangster NFTs, you and we agree that any and all disputes, claims, and causes of action (collectively, "Claims") arising out of or connected with the Auction, shall be resolved exclusively by binding arbitration before one (1) arbitrator. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its International Arbitration Rules, and, as available, may be held by video conference or other remote means. Judgement upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances shall any Participant obtain any awards for, and the Participants hereby waives all rights to claim, directly or indirectly, any punitive, incidental, consequential or any other damages, including attorneys’ fees, except for Participants actual out-of-pocket expenses associated with participating in the Auction. You hereby agree to waive all rights to have any damages multiplied or increased. 

YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE AUCTION TERMS. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) WE MAY SEEK A COURT INJUNCTION REGARDING INFRINGEMENT OF THE COMMERCIAL LICENSE. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.

Some jurisdictions do not allow for mandatory arbitration or the limitations and exclusions of liability set forth above, therefore, the above may not apply to you. All issues, questions or comments regarding the construction, validity, interpretation and enforceability of these Auction Terms, or the rights and obligations of Gangster Studios and the Participant herein shall by governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to any choice of law or conflicts of law rules regardless of jurisdiction and regardless of where you live or from where you access the Auction Site and the Auction. 

Contact Information

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