Terms and Conditions

These Terms and Conditions ("Agreement") govern your access to and use of the NFT Marketplace ("Platform") operated by Cask Capital LTD ("The Company", "we," or "us"). By accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree with any of the terms, please refrain from accessing or using the Platform.

User Eligibility and Account Registration

a. You must be at least 18 years old or have the legal capacity to enter into a binding contract in your jurisdiction to use the Platform.

b. You agree to provide accurate, complete, and up-to-date information during the account registration process.

c. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2. Use of the Platform

a. You may use the Platform to browse, buy, sell, and trade non-fungible tokens ("NFTs") issued by us ("Brand").

b. The Platform also provides a community marketplace feature where users can resell NFTs issued by the Brand to other users.

c. You acknowledge and agree that the Platform is a venue for users to interact, and we do not guarantee the accuracy, quality, legality, or authenticity of any NFT or user content.

d. You shall not use the Platform for any illegal, fraudulent, or unauthorized purposes, or to transmit any harmful or malicious code or content.

e. We reserve the right to modify, suspend, or terminate the Platform, or restrict access to certain features, at our discretion and without liability.

3. NFT Listings and Transactions

a. When listing NFTs on the Platform, you represent and warrant that you have the right to sell or trade the NFT and that the information provided is accurate and complete.

b. You agree to comply with any guidelines, rules, or policies provided by the Platform regarding the listing, sale, or purchase of NFTs.

c. The Brand retains certain rights and restrictions on the NFTs issued, including any limitations on resale or usage. You must comply with any applicable terms and restrictions set by the Brand.

d. You acknowledge and agree that NFTs sold by the Brand or on the community marketplace may be subject to royalties and platform fees.

e. Royalties will be charged to the buyer of an NFT on the community marketplace, and platform fees will be charged to the seller. These fees will be deducted automatically, and the specific fees will be detailed in the individual token descriptions.

f. In relation to Auctions, when placing a bid for an item, a hold will be taken on your credit card for the amount you bid. If you are successful but payment is not completed for whatever reason, an administrative charge of 10% of the value of your bid will be payable. Where possible, this charge will be automatically deducted from your credit card, and where not, steps will be taken to recover from you.

4. Intellectual Property

a. You acknowledge and agree that the NFTs issued by the Brand are owned by the Brand and protected by intellectual property rights.

b. By using the Platform, you are granted a limited, non-exclusive, non-transferable license to use the NFTs in accordance with the Brand's terms and restrictions.

c. You shall not upload or use any content on the Platform that infringes upon the intellectual property rights of others.

5. Fees and Payments

a. The Platform may charge fees for certain things such as but not limited to, minting NFTs, transaction facilitation (on both primary and secondary sales), royalties, payment services fees and/or other fees and/or value-added features.

b. You agree to pay all applicable fees and any taxes associated with your use of the Platform promptly.

c. All payments made through the Platform shall be processed through a secure payment gateway, and you are solely responsible for the accuracy of payment information provided.

6. User Conduct

a. You agree to use the Platform only for lawful purposes and in a manner that does not infringe upon the rights of others or restrict or inhibit their use and enjoyment of the Platform.

b. You must not engage in any conduct that may disrupt the normal operation of the Platform, including transmitting any viruses, malware, or other harmful code.

7. Third-Party Platforms and Content

a. The Platform may contain links to third-party Platforms or resources that are not owned or controlled by us. We are not responsible for the content, privacy policies, or practices of such Platforms.

b. Any interaction or dealings you have with third parties, including advertisers, through the Platform are solely between you and the third party, and we shall not be liable for any loss or damage arising from such interactions.

8. Indemnification

By agreeing to these Terms and accessing the Platform, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless The Company, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “The Company Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third party, and (e) your negligence or wilful misconduct. You agree to promptly notify The Company of any Claims and cooperate with the The Company Parties in defending such Claims. You further agree that the The Company Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY.

9. Disclaimers

YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM. WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR PLATFORM OR OUR PLATFORM PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE THE COMPANY PARTIES OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE COMPANY RESPONSIBLE FOR ANY BREACH OF SECURITY. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR LOSS OF USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR NFTS. NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). THE COMPANY AND/OR ANY OTHER PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS. NO PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

10. Assumption of Risk

You accept and acknowledge:

a. The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.

b. You understand that you are responsible for any fees related to use of the Platform, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible.

c. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.

d. The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Platform and the utility of NFTs.

e. You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. The Company is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that apply to your NFTs or the sale/purchase of your NFTs.

f. There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.

g. We do not have ownership or control of the smart contracts deployed by third parties, and are not responsible and make no guarantees regarding their operation and functionality.

h. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and The Company has no ability to reverse any transactions on the blockchain.

i. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform or any Blockchain network, however caused.

j. The Platform relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Platform will suffer.

k. The Company reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on The Company. Under no circumstances shall the inability to view items on The Company or an inability to use the Platform in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against The Company.

l. If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY OR ITS PLATFORM PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY (A) FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE PLATFORM, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY OR ITS PLATFORM PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE PLATFORM. ACCESS TO, AND USE OF, THE PLATFORM, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE PLATFORM, CONTENT, NFTS, OR ANY THE COMPANY PRODUCTS OR PLATFORMS EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY THE COMPANY FOR ITS SERVICE TO YOU DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

12. Modifications and Termination

a. We reserve the right to modify or terminate the Platform or these Terms at any time, without prior notice. Any changes will be effective immediately upon posting on the Platform.

b. We may also suspend or terminate your access to the Platform at any time, without liability, for any reason.

13. Governing Law and Arbitration

a. These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

b. Any legal action or proceeding arising out of or relating to these Terms or the use of the Platform, including their formation, interpretation, breach, termination, or validity, shall be referred to and finally resolved by arbitration in accordance with the Hong Kong International Arbitration Centre (HKIAC) Administered Arbitration Rules in force at the time of the dispute.

c. The seat of arbitration shall be Hong Kong, and the language of the arbitration shall be English.

d. The arbitral award rendered by the arbitrator(s) shall be final and binding upon the parties.

14. Severability

a. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15. BUYING AND SELLING CASKS

Whisky casks are filled with distilled spirit diluted with water in the manner appropriate to whisky maturation. The quantity and purity of spirit is measured as it is put into a cask, allowing for the calculation and recording of Original Litres of Alcohol (LPA) that the cask contains at the time it is filled. This is the volume of fluid multiplied by the purity. Thereafter there is some loss of liquid quantity primarily due to evaporation from the cask (also referred to as “the Angel’s Share”) which is necessary to the process of maturation. Consequently, the overall volume of liquid in the barrel reduces with both water and spirit being lost to evaporation at the approximate rate of 2% per year. This may vary depending on temperature conditions, which are not the responsibility of Cask Capital Ltd. Within the industry, this is measured in two ways: Original Litres of Alcohol (OLA) – the original litres of alcohol first put into the cask; or, Regauged Litres of Alcohol (RLA) – the remaining litres of alcohol in the cask after re-measuring at a known date after the original filling. The industry generally trades using RLA and OLA. Practitioners know to make the numerical adjustment to actual litres and expect that when a cask is emptied evaporation will mean that there is less volume of both actual liquid, and of LPA, than is recorded on the OLA. The price paid on OLA automatically makes allowance for the loss of volume. For example, the value per actual litre (on an RLA basis) is more than the value of an OLA litre. You accept that you will generally own fewer physical litres of alcohol than is described on your account, and that the shortfall increases over time. You are entitled to expect those Cask Capital Ltd sources cask of sufficient quality for the purpose of maturation. However, you accept that in an industry such as Whisky there will be variations from cask to cask and distiller to distiller. You also accept and understand the market in which different values are ascribed to different whiskies at different times.

15. Storage

Cask Capital Ltd Ltd will enter into separate agreements with different suppliers and warehouses. Cask Capital Ltd will buy whisky from a supplier. In many cases the supplier will also operate as a bonded warehouse operator itself. A bonded warehouse operator is a professional organisation of good standing which is in the business of managing the receipt, storage, maturation and re-delivery of whisky according to the practices of the whisky market. Cask Capital Ltd.’s relationship will be with a supplier, and the supplier will engage a bonded warehouse operator if it is not using its own facilities. Whether a supplier uses its own facilities for storage or those of a third part bonded warehouse operator, you are entitled to rely on the storage of your whisky being performed with appropriate care by an approved bonded warehouse operator. Whisky is from time to time moved by the bonded warehouse operator responsible for storage. This is done for commercial and risk reduction reasons, frequently to prevent all of a particular Whisky from being subject to single-site risks. You permit Cask Capital Ltd to allow those who are organising the storage of your whisky to arrange for its re-distribution at any number of bonded warehouses, provided that supplier accepts the ultimate duty of care for the provision of appropriate storage, and provided that any such re-distribution is not executed knowingly to the disadvantage of customers of Cask Capital Ltd.

16. Storage Agreements with Bonded Warehouse Operators

You authorize Cask Capital Ltd to act as your agent for arranging safe custody of your whisky with or through the relevant supplier. Cask Capital Ltd confirms to you that in each supplier’s contract it is acknowledged by the supplier that the whisky stored under the agreement is allocated on a cask-by-cask basis, is the property of Cask Capital Ltd Clients, and is always segregated from supplier’s own stock. Cask Capital Ltd confirms to you that in each supplier contract the supplier accepts responsibility for the whisky from the time of your purchase until the time of your sale or withdrawal according to instructions received through Cask Capital Ltd. Cask Capital Ltd undertakes that your whisky will not be subject to any kind of lending, collateral, hypothecation, or derivative transaction of any type and will remain your property in the safekeeping of the supplier, or their third-party bonded warehouse operator, until sold or withdrawn according to your instructions received via Cask Capital Ltd.

17. Insurance

For private clients, Cask Capital Ltd provides storage and insurance as outlined in description of each cask listed on the Platform (typically this is between 5-10 years depending on the age of the whisky). For Trade Clients who hold a WOWGR or have a duty representative, your own arrangements will need to be made. Insurance costs will range from £50 per year, dependent on value of whisky; this may vary depending on bonded warehouse operators. Storage starts at £1.20 per week per cask, exclusive of VAT, and will be agreed with each client at the time of purchase. Cask Capital Ltd enters into insurance contracts to which you are not a party with the intention of itself receiving payment of claims, from the insurer, in the event of there being certain categories of physical loss, physical damage or destruction of your whisky while stored in the care of a supplier or its third-party bonded warehouse operator. Cask Capital Ltd accepts liability to you to the extent to which those risks are covered by its own insurance. The liability which Cask Capital Ltd accepts is limited to those risks which are covered under its documented insurance. You accept an obligation to examine the evidence of insurance and satisfy yourself that such risks as are excluded specifically, or otherwise not covered, are risks which you accept. You agree you will not hold Cask Capital Ltd liable for losses arising from those risks. Cask Capital Ltd limits the extent of its liability in each and every case to the reasonably assessed loss you experience.

18. Ownership Records

Cask Capital Ltd maintains the master copy of ownership records. Cask Capital Ltd agrees with you that in so far as they relate to you these records shall only be modified upon the execution of your valid instructions, made according to these Terms and Conditions. All casks are numbered and held in your name under the Cask Capital Ltd WOWGR, unless prior agreement has been made between Cask Capital Ltd and you, the Client, for the storage of casks with a third-party warehouse under a private account.

19. Samples

Cask Capital Ltd may request samples on your behalf from our suppliers and bonded warehouse operators. The standard size sample is 50ml, and costs may vary between warehouse operators. The Client accepts to cover all costs of procuring samples, including duty and delivery. Due to the nature of individual warehousing, we cannot guarantee a set time frame.

20. Responsibility disclaimer

The following lists indicate such risks as Cask Capital Ltd considers material. It does not constitute a statement of all possible risks. The Following Risks are not the responsibility of Cask Capital Ltd:

Whisky price movements: There is the risk of potential loss arising from a falling whisky price during the time in which you own whisky. This risk is not a Cask Capital Ltd responsibility.

Politics:The Government of the UK or Scotland might seek to constrain, disadvantage or tax the ownership of whisky to the detriment of its owners. The actuality or fear of government action might affect the value of your whisky. This risk is not a Cask Capital Ltd responsibility.

Liquidity risk: The risks associated with a lack of immediate liquidity are not a Cask Capital Ltd responsibility.

Insurance exclusions: Whisky is subject to insurance exclusions imposed by insurance underwriters in line with established insurance practice regarding the physical protection of your whisky. These excluded risks include events such as nuclear war. These are not a Cask Capital Ltd responsibility and are risks you undertake with respect to your whisky.

Force Majeure: The risks described under Force Majeure are not Cask Capital Ltd responsibilities.