APPENDIX A: NON-FUNGIBLE TOKEN (NFT) MEMBERSHIP TERMS AND CONDITIONS

 

1. Interpretation
1.1 The terms and conditions set out in this Appendix (“Terms”) apply only to Members who elect to upgrade their ordinary Membership to an NFT Membership by subscribing to purchase a NFT as further described in clause 2.1 of this Appendix A. 
1.2 These Terms incorporate and should be read with: (i) the rules and regulations to which they are appended (“Rules”); (ii) specific terms and conditions applicable to particular benefits, prize draws, challenges, events or other activity from time to time; and (iii) the Policies defined in Rule 3.1 of the Rules.
1.3 When reading the Rules for application to NFT Members and NFT Membership, the following shall apply: 
          1.3.1 any reference to a “Member” shall be read as a reference to an “NFT Member”;
         1.3.2 in Rule 1.2.1, the words “offered annually” shall be replaced with “offered from time to time”;
         1.3.3 in Rule 1.2.6, cancellation or termination of NFT Membership, in the absence of transfer to another person, shall, if deemed necessary by the Club (in its sole and absolute discretion), require surrender of the NFT by the NFT Member into the custody of the Club; and
         1.3.4 all other Rules apply to NFT Members and NFT Membership without amendment to the extent they do not conflict with these Terms. Where these Terms conflict with the Rules, these Terms take precedence.

 

2. NFT Membership
2.1 The Club will offer existing Members in good standing the option to apply for an upgrade to NFT Membership which comes with ownership of one ERC-721 standard NFT in a series.
2.2 Each NFT shall be associated with one unique piece of digital artwork with metadata (“Artwork”) which shall be viewable within the Club’s mobile application.
2.3 A person who is the transferee in a transfer compliant with the terms of clause 5 herein (“New NFT Member”) shall be automatically entitled to all benefits then available to NFT Membership but shall not be automatically entitled to physical access to the Club’s premises or any in-person events organised by the Club.
2.4 Physical access to the Club for a New NFT Member shall be subject to:
         2.4.1 the New NFT Member submitting a written request for such access to the Club’s physical premises (the “access request”), 
         2.4.2 the Club granting the access request, 
         2.4.3 the New NFT Member satisfying any conditions set by the Club when granting the access request, including (a) execution of or agreement to the Club’s Rules and credit card autopay agreement; and (b) Proof of NFT ownership via a Satoshi test, and the submission of a photo/wallet address.
2.5 The Club shall issue a Membership card following grant of NFT membership  to evidence Membership of the Club and, subject to satisfaction of clause 2.4 herein where relevant, permission to access and/or use the Club’s physical facilities.

 

3. Cost of NFT Membership
3.1 An Existing Member who opts for an upgrade to NFT Membership shall first pay the upfront cost set by the Club for the upgrade. 
3.2 A non-Member approved for NFT Membership by the Club following acquisition of the underlying NFT on a secondary marketplace or directly from the Club shall, in addition to the NFT cost, pay any fees requested by the Club.
3.3 Regardless of how NFT Membership is obtained, all NFT Members must pay the monthly fees set by the Club in order to access the Club’s physical premises. All applicable fees associated with the acquisition shall be borne by the NFT Member and the NFT Member authorises the Club to automatically charge and collect such fees from such NFT Member’s payment instrument or wallet

 

4. Benefits of NFT Membership
4.1 In addition to the benefits to which non-NFT Members are entitled under the Rules, NFT Members are entitled to the benefits, which can be viewed at “Benefits”, provided always that the NFT Member holds the NFT at the relevant time. New Benefits cease when the NFT is transferred to another person.
4.2 The Club reserves the right to vary and/or update NFT Membership Benefits at any time. NFT member agrees that the Club will not be liable to such NFT Member or to any third party for any modification, suspension, or discontinuance of the benefits, including in relation to any NFT Membership.
4.3 NFT Members wishing to utilise the Club’s physical membership club network (including access to the Club’s physical premises) must satisfy the conditions set out in clause 2.4 and 2.5, for which a 7-day timeline is required in advance of the NFT Member’s first visit.
4.4 Whilst NFT Members may receive Benefits, as determined by the Club at the Club’s sole discretion, the Club does not make any representation or guarantees as to the quantity or quality of such Benefits or that they achieve any particular outcome for the NFT Member. The Club reserves the right, at its sole discretion, to restrict, limit, or deny any NFT Member from such Benefits, including to limit the period of time when they are available, for any reason, at any time. Benefits are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and the Club makes no recommendation and provides no investment advice in connection with any Benefits or otherwise as a result of holding or owning the NFT Membership.

 

5. NFT Transfers
5.1 Any NFT can be transferred to a third party subject to the Rules and these terms. 
5.2 The value of an ‘over-the-counter’ NFT transfer on the secondary market must be reported to the Club by the transferor, along with proof of transfer and the name of the transferee. The transferor shall pay the Club seven and a half (7.5) percent of the transfer value.
5.3 If an NFT Member (the transferor) sells or transfers an NFT Membership to another person (the transferee), (a) the transferor represents and warrants that it will notify the transferee of the Terms and require the transferee to comply with these Terms, (b) the ongoing Benefits of the NFT Membership as set forth herein will automatically transfer to the transferee (subject always to the restrictions and limitations set out herein including, for the avoidance of doubt, those set out in clause 2.4 and 2.5 with respect to first time access to the Club’s physical ), and such other transferee will be deemed the “NFT Member” (for purposes of these Terms) and will be subject to these Terms, and (c) the transferor of such NFT Membership, will cease to have any further rights to such NFT membership or the underlying NFT.
5.4 Each NFT Member acknowledges and agrees that the Club shall receive the lower of: (a) S$1,125 or (b) seven and a half per cent. (7.5%) of the sale price as a royalty where an NFT Member decides to sell a NFT membership on the secondary market (“Royalty”). The Club has the right to collect Royalties for sales of NFT Memberships in perpetuity. As such, if an NFT Member sells a NFT Membership on a third-party marketplace, such NFT member agrees to include a statement substantially similar to the following in the description of the NFT: “7.5% Royalty Applies. See Mandala Club NFT Terms of Use for details.”
5.5 No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

 

6. NFT Membership – IP Ownership and Licensing rights
6.1 When acquiring NFT Membership pursuant to these Terms and until the NFT has been transferred, the NFT Member shall have title to the underlying NFT, that is the artwork represented by that NFT (the “Membership Artwork”). Such title shall be recorded on the Ethereum blockchain and shall entitle the NFT Member to the benefits, rights and obligations set out in these Terms and, for avoidance of doubt, in the Rules.
6.2 The Club and/or its licensors will retain ownership of all intellectual property rights of any kind that are not expressly granted under these Terms and the Rules. 
6.4 Subject to these Terms, and for the duration of their NFT Membership, NFT Members are granted a worldwide, royalty-free, non-exclusive, non-transferable, licence to display, use and copy the Membership Artwork, solely for the following purposes:
         6.4.1 own personal use; 
         6.4.2 to facilitate a transfer of the NFT; or
         6.4.2 to display or prove NFT Membership to third parties (e.g. clubs with whom the Club has reciprocal arrangements).
6.5  An NFT Member shall not, nor shall an NFT Member permit anyone else to, do any of the following in respect of the Membership Artwork:
         6.5.1 modify the Membership Artwork;
         6.5.2 use the Membership Artwork for commercial gain, including to market a product or service; 
         6.5.3 assert any ownership of the intellectual property rights to the Membership Artwork, including registration of the Membership Artwork on any intellectual property registry; or
         6.5.4 use the Membership Artwork in any way that could reasonably be found to infringe on a third party’s rights.
6.6 NFT Members acknowledge and agree that the licence granted above extends only for the duration of that NFT Member’s NFT Membership.

 

7. Risk Statement
7.1 Attention is drawn in particular to the fact that the NFTs will, in time, be tradable on a secondary marketplace. It is therefore important to carefully consider and accept the following risks:
         7.1.1 the value of the underlying NFT may go down as well as up;7.1.2 taxes, including capital gains tax, may be payable on the proceeds of sale of an NFT Membership;
         7.1.3 cryptoassets like the underlying NFT are not regulated by the Monetary Authority of Singapore or protected by any financial compensation schemes;
         7.1.4 the NFT does not give rise to regulatory protections like those which apply to the purchase of security tokens or other financial instruments;
         7.1.5the Club makes no representation or guarantee about the value or earning potential of the NFT, either now or in the future (e.g. if sold on a marketplace); and
         7.1.6 the Club excludes any liability or responsibility for any losses incurred on the transfer of the underlying NFT on a secondary marketplace.

 

8. Warranty Disclaimers & Indemnity
8.1 THE NFT Membership IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE CLUB EXPLICITLY DISCLAIMs ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. The Club makes no warranty that the NFT, NFT Membership or Benefits will meet any NFT Member’s requirements or be available on an uninterrupted, secure, or error-free basis. The Club makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content made available via the NFT Membership. Any reliance NFT Members place on such information or content is strictly at their own risk.
8.2 Each NFT Member will indemnify and hold the Club and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to (a) the NFT Member’s access to or use of the NFT Membership and/or the Benefits, or (b) the NFT Member’s violation of these Terms.

 

9. Smart Contracts, Connectivity & Security
9.1 Each NFT Membership is a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all NFT Memberships are outside of the control of any one party, including the Club, and are subject to many risks and uncertainties. The Club neither owns nor controls MetaMask, WalletConnect, the Ethereum network, the NFT Member’s browser, or any other third party site, product, or service (including third party wallets or marketplaces) that the NFT Member might access, visit, or use for the purpose of enabling the NFT Member to take advantages of the benefits of the NFT Membership or use the Membership or the Club or to purchase, list, auction, or sell the NFT Memberships.  The Club has no responsibility with respect to any sale or transaction involving the transfer of any NFT Membership or any rights attached thereto. The Club will not be liable for the acts or omissions of any third parties, nor will the Club be liable for any damage that the NFT Member may suffer as a result of NFT Member’s transactions or any other interaction with any third parties. NFT Member understands that their Ethereum public address will be made publicly visible whenever the NFT Member engages in a Transaction. The Club has no control over the transfer, storage, ownership or maintenance of the NFT Membership.
9.2 In order to access and use the Benefits, including accessing the physical Club , each NFT Member must connect their account to their digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed via the NFT Membership. Such digital wallets allow each NFT Member to purchase, store, and engage in transactions using the native cryptocurrency. When each NFT member links their cryptocurrency wallet, they understand and agree that they are solely responsible for maintaining the security of their wallet and their control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through their wallet. Any unauthorized access to an NFT Member’s cryptocurrency wallet by third parties could result in the loss or theft of NFT Memberships and/or funds held in each NFT Member’s wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). the Club is not responsible for managing and maintaining the security of any NFT Member’s cryptocurrency wallet. the Club has no responsibility or liability to any NFT member for any unauthorized access to or use of their cryptocurrency wallet or if the NFT member is unable to locate their credentials. If the NFT Member notices any unauthorized or suspicious activity in their cryptocurrency wallet that seems to be related to the NFT Membership or the Club, please notify the Club immediately. 
9.3 Each NFT Member is responsible for maintaining the confidentiality of their account and password, if any, and they are fully responsible for any and all activities that occur under their password or account. Each NFT Member agrees to (a) immediately notify the Club of any unauthorized use of their password or account or any other breach of security, and (b) ensure that they exit from their account at the end of each session when accessing the Benefits. The Club will not be liable for any loss or damage arising from the NFT Member’s failure to comply with this Section.

 

10. Amendments
The Club may update these Terms from time to time in its sole discretion. If Club does, it will let NFT Members know by posting the updated Terms on the Site. It is important that the NFT Members review the Terms whenever the Club updates them or when NFT Members use the Site or any of the Benefits. If the NFT Members continue to use the Club or take advantage of the NFT Membership and its Benefits after the Club has posted updated Terms, it means that the NFT Member accept and agree to the changes. If the NFT Member does not agree to be bound by the changes, they may not use the Club or NFT Membership anymore.