Auction Terms of Use

Please read these terms and conditions (“terms”) carefully. These terms tell you who we are and govern how you take part in an Auction (as defined below).

These terms are up to date as at 01 August 2023.

ABOUT US

We are Play Planet X Limited (“Planet-X”, “our(s)”, “we” or “us”), a company registered in England and Wales under Company number 12524351. Our registered address is 14 Berkeley Street 6th Floor London W1J 8DX.
We operate auctions via our website, planet-x.app/auction (“Auction Site”), on which you can place bids on and pay for NFTs (“Auction”).

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Terms

By taking part in an Auction, you agree to these terms. If you do not agree to these terms, do not take part in an Auction. These terms may change from time to time and the latest version of them will govern how you take part in an Auction from the time of any change. It is your responsibility to check the terms of use in force at the time that you take part in an Auction.
By taking part in an Auction, you confirm that you are not breaching any laws in your country of residence regarding the legality of participating in our Auctions. We will not be held responsible in the event that you or any bidder participates unlawfully. If in any doubt you should immediately leave our Auction Site and check with the relevant authorities in your country.
Apple®, Apple Play®, iTunes®, iPhone®, iPad® and iPod Touch® are registered trademarks of Apple, Inc. (“Apple”). Facebook® and Instagram® are registered trademarks of Facebook, Inc. (“Facebook”). Android®, Google Play® and Google Wallet® are registered trademarks of Google, Inc. (“Google”). PayPal® is a registered trademark of PayPal, Inc. (“PayPal”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Please be advised that we are not in any way affiliated with Apple, Facebook, Google, PayPal or Twitter, and our Auctions are not endorsed, administered or sponsored by any of the foregoing entities.

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Planet-x NFTs and exchanges

The items sold at Auction are non-fungible tokens (“NFTs”) known as “X-Pod NFTs”. These are created by or on behalf of Planet-X.
The X-Pod NFTs can be exchanged for another NFT known as X-Droid NFTs, although the amounts and future time of such exchange (“Exchange”) shall be determined by us in our sole discretion. X-Pod NFTs and X-Droid shall hereafter collectively be referred to as “Planet-X NFTs”.
You agree and acknowledge that:
the X-Pod NFTs are minted on demand into your Digital Wallet (as defined below). This means that the X-Pod NFT does not exist until the Auction has completed and, as such, you are not able to inspect the X-Pod NFT prior to this point; and
each X-Droid NFT received through an Exchange may differ significantly from other X-Droid NFTs (for example, in terms of appearance, rarity and other characteristics etc);
Planet-X NFTs are units of data on the Ethereum blockchain. They are not images. The image files associated with the Planet-X NFTs are not sold as part of an Auction, and no rights to the image files are acquired by you through the purchase (or Exchange, as the case may be) of a Planet-X NFT; and
any benefits or utilities that may be associated with owning Planet-X NFTs are at the sole discretion of Planet-X and may be varied at any time without prior notice.
We do not provide any express or implied warranties or representations regarding the form or any characteristics of an X-Droid NFT.

how to take part in the auction
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Auctions are open to all persons (“you”, “your(s)” and “Bidder”):
aged 18 and over (or the age of majority in your country of residence);
who possess a digital wallet that can support an ECR721 token (“Digital Wallet”); and
that are not Planet-X employees or members of their immediate family, agents or any other person connected in any way with the creation or administration of our Auctions or Planet-X NFTs (as defined below).
You must access the Auction via the Auction Site.
Subject to clause 4.4, the bidding process shall start when the Auction is opened and end on the finish time set out on the Auction page (“Auction Term”).
We may in our sole discretion extend, hold, void, suspend, cancel, terminate, modify, suspend or relist an Auction or change the Auction Term and any bids placed on such Auction will be invalidated.
All bids must be made in Ether. To submit a valid bid, you must transfer the full bid amount in Ether to us. The minimum starting bid is 0.1 Ether. Bidders can raise their bid at any time during the Auction by transferring additional Ether, which will be added to their existing bid and not considered as a new bid.
When placing a bid at an Auction, you agree that you are making an irrevocable binding offer to purchase X-Pod NFTs. The winning bid constitutes a legally binding offer and a contract between you and us to purchase X-Pod NFTs will come into existence at the end of the Auction Term.
We reserve the right to limit or invalidate any bids that we believe, in our sole discretion, have been placed in bad faith.

winning bids and refunds

At the end of the Auction, we will (in our sole discretion) decide the clearing price for the X-Pod NFT (“Clearing Price”). We will determine the Clearing Price based on the bid amounts placed during the Auction Term. A bid that is equal to or greater than the Clearing Price at the end of the Auction Term will be considered the “Winning Bid”. A bid that is less than the Clearing Price will be considered a “Failed Bid”. The Bidder will be sold one or more X-Pod NFTs depending on the amount of the Winning Bid, divided by the Clearing Price. If the division does not result in a whole number, the Winning Bid amount will be rounded down to the nearest whole number and we will refund the Bidder for the amount of the remainder.
Bidders who have submitted a Winning Bid will receive their X-Pod NFTs in their Digital Wallet after the Auction Term ends. A winning bidder can view any of their purchased NFTs in the Mothership on our website, via https://mint.playplanetx.com/login. However, all risks, including those arising from loss of private key(s), hacking and regulatory interference, will be transferred to the Bidder upon it receiving the Planet-X NFTs to which the Winning Bid (or Exchange, as the case may be) relates. We will issue refunds for Failed Bids and partial refunds for Winning Bids after the Auction Term.
You acknowledge and agree that:
the value of Ether may fluctuate due to its price volatility and that the value of any refund we issue to you may differ to from the value of the bid that you originally placed. We will not be liable to you for any difference in value; and
time is not of the essence in relation to us delivering the X-Pod NFTs to you after the Auction Term.
We will reimburse the amount of any Ethereum gas fees incurred by any failed bidder in connection with a Failed Bid, but reserve the right not to reimburse Ethereum gas fees for Failed Bids that we believe (in our sole discretion) have been placed in bad faith, including without limitation, bids placed by automatic bidding software.
If you reside in the United Kingdom and are considered a consumer, you have the right to cancel your purchase within 14 days of the end of the Auction. To do so, you must notify us within 14 days by sending written notice to Planet-X, 14 Berkeley Street 6th Floor London W1J 8DX. The notice will need to include your name, address, contact information, Digital Wallet address, a description of the X-Pod NFT purchased, the date of the sale and statement expressing your intent to exercise your cancellation rights.

resale

In relation to X-Pod NFTs, you may either hold them, Exchange them or resell them.
In relation to X-Droid NFTs, you may either hold them, resell them, or use them pursuant to additional terms as we may notify you of from time to time in connection with the use of X-Droid NFTs.
If you resell a Planet-X NFT, your right to Exchange that X-Pod NFT (if applicable) and your licence to use that X-Pod NFT will immediately transfer to the transferee, provided always that these rights shall not transfer where the Planet-X NFT was resold on a marketplace that did not permit the transfer of the Planet-X NFT in a manner that fully enabled the smart contract contained within such Planet-X NFT.
When a Planet-X NFT is resold, the transfer will be subject to these terms and any additional terms that may apply.

limits of liability

We shall accept no responsibility for any:
technical failures such as (but not limited to) failed, partial or garbled computer transmissions, computer, telephone, cable, network, electronic or internet hardware or software malfunctions;
inaccurate information either provided by you or relating to the Auction;
interference by unauthorised individuals in respect of the Auction;
technical or human errors during the administration or processing of bids; and
issues with bids or notifications not received by us due to human or technical error, included those caused by (but not limited to) privacy settings, spam filters or your failure to check your email. If your bid is found to have been accidentally deleted, lost, or otherwise corrupted, your only remedy is to make another bid within the Auction Term.
We do not give any representations, warranties or undertakings in relation to the Planet-X NFTs. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Planet-X NFTs are suitable for your purposes.
We shall not be liable for any loss suffered or sustained to person or property including, but not limited to, consequential (including economic) loss by reason of any act or omission by us, or our servants or agents, in connection with the arrangement for supply, or the supply, of any Planet-X NFTs.
Insofar as is permitted by law, Planet-X, its agents or distributors will not in any circumstances be responsible or liable to compensate you or accept any liability for any loss, damage, personal injury or death occurring as a result of receiving the Planet-X NFT from Planet-X except where it is caused by the negligence of Planet-X, its agents or distributors or that of their employees. Your statutory rights are not affected.

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data protection

We will only process your personal information as set out in our privacy policy which is located at https://www.playplanetx.com/privacy-policy.

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intellectual property rights and licence

The Auctions and Planet-X NFTs and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are either owned by us, our licensors, or other providers of such material and are protected by the United Kingdom and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Once you purchase your Planet-X NFT, you will own a single copy of the artwork represented within the NFT only, which you understand and agree may not be the only copy. For so long as you are the owner of a Planet-X NFT, we grant you a limited, worldwide, non-exclusive, revocable licence for you to use the artwork on that Planet-X NFT for any purpose, personal or commercial, including to post a copy of it to social media pages, to use the artwork as an avatar online; or even to sell or distribute copies of the image in other media; provided, that in each case:
you do not engage in any illegal activity in doing so;
you do not disparage anyone associated with the Planet-X NFTs or us;
you do not exercise your rights granted herein in a libellous or malicious manner;
you use the NFTs solely for own personal use and do not engage in commercial use, nor use them in your own game or TV show;
you do not engage in any competitive business with us or our partners;
you do not attempt to create an association between you and us, and you don’t attempt to mislead the public as to your relationship with us, or induce people to believe, by act or omission, that you are related to or aﬃliated with us;
you do not merge, adapt, vary, alter or modify, the whole or any part of the Planet-X NFT or its contents in any way nor permit the Planet-X NFT or any part of it to be combined with, or become incorporated in, any other image or otherwise;
you do not use the Planet NFT or its contents in a way that infringes the intellectual property rights of a third party;
you do not seek to acquire any additional intellectual property rights in or to the Planet-X NFT;
you do not attempt to create an additional NFT representing the Planet-X NFT; and
you do not hide the authorship of the Planet-X NFT.
Anyone who acquires the Planet-X NFT from you is a successor to these terms and shall be bound by them. It is the responsibility of the Planet-X NFT owner to, upon transfer, ensure these terms are transferred to any subsequent purchaser of the Planet-X NFT.

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taxes and fraud

Depending on your location of residence, you may owe taxes on amounts you earn after selling digital assets, including crypto currencies and NFTs. It is your responsibility to ensure you have accounted for, reported to the proper governmental authority, and paid all such taxes to the applicable governmental authority. We do not undertake any obligation to report any such taxes, nor collect or disburse them on your behalf. The taxes you owe are solely your responsibility. You hold us harmless and release us from and against any claims, losses, damages or demands arising in connection with taxes you may owe as a result of your transactions on the Auction Site.
If we believe that you have engaged in or been a participant in any fraudulent transaction, we reserve the right to take any action we think appropriate, including forwarding your information and information about the transactions we believe or suspect to be fraudulent to applicable law enforcement agencies, which may result in civil or criminal penalties or other actions against you.

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additional provisions

Planet-X NFTs are not meant as investment vehicles. We are not authorised or regulated by the Financial Conduct Authority and make absolutely no promise or guarantee that the Planet-X NFTs will be worth anything. You understand that they have no inherent monetary value, and they should be treated as a fun and beautiful collectible.
You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. Prices can and do fluctuate at any time and consequently you may increase or lose value in your assets at any given moment. Any digital asset or trading position may be subject to large swings in value and may even become worthless. You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of any digital assets. Our Auction Site does not control the timing of any transaction, yet you acknowledge that the time of a transaction can affect the value of the Planet-X NFT or the fees associated with a transaction or both.
By taking part in an Auction, you acknowledge and accept the risks using blockchain technology, including but not limited to decentralised ledgers, smart contracts and NFTs. We are not responsible for any issues that may arise from using the blockchain, such as but not limited to, internet connectivity problems, hardware malfunctions, software bugs or security breaches. You also accept that there is a risk of dependence on third-party platforms or intermediaries that may not be regulated or may operate in violation of applicable regulations in respect of anti-money laundering.
You hereby agree that you hold us harmless against any and all claims arising from the purchase (or Exchange, as the case may be) of Planet-X NFTs, the timing of such transactions or any decision you make in relation to the Planet-X NFTs. You further agree and acknowledge that the purchase (or Exchange, as the case may be) of Planet-X NFTs may be delayed or impacted by network disruptions or other conditions (whether controlled by us or by a third party) which are out of our control and for which we will not be held responsible.
Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation protections, the Financial Services Compensation Scheme or any other kind of deposit insurance or securities investors protection regimes.
You agree and understand that all investment decisions are made solely by you. You agree and understand that under no circumstances will the operation of the Auction Site and your use of it be deemed to create a relationship that includes the provision of or tendering of investment advice.
NO FINANCIAL, INVESTMENT, TAX, LEGAL, SECURITIES OR OTHER ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH OUR SERVICES.
No content found on the Auction Site, whether created by us or otherwise is or should be considered as financial, investment, tax, legal, securities or other advice. You should not rely on any such content to make (or refrain from making) any decisions. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content on the Auction Site before making any decisions based on such information or other content.
You agree and understand that we accept no responsibility whatsoever for and shall, in no circumstances be liable in connection with, your decisions or your use of the Auction Site.

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third party uses are not restricted

Nothing in these terms is meant to limit you or a third party from (i) owning or operating an non fungible token marketplace that permits the use or sale of the NFTs, so long as the marketplace cryptographically verifies the ownership of the NFT to ensure that only the bona fide owner can use and display their NFT; and (ii) owning or operating a third party website or application that permits the inclusion or involvement of the NFT generally, provided that the website or application verifies the ownership of the NFT to ensure that only the actual owner can use and display their NFT. Furthermore, nothing in these terms is meant to restrict a third-party website’s ability to build tools which track traits or sales.

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events outside our control

We are not responsible for events outside our control. If our provision to you of the Planet-X NFT is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Planet-X NFTs you have paid for but not received.

transfer of contract

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

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governing law and arbitration

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.
You also agree to submit all unresolved disputes between us to arbitration administered by the International Centre for Dispute Resolution (“ICDR”) and governed by the ICDR Arbitration Rules (“ICDR Rules”) then in effect, except that either you or Planet-X may seek injunctive relief for infringement of intellectual property rights or other proprietary rights in court. For all arbitrated matters, one (1) arbitrator will be appointed under the ICDR Rules, and the locale of arbitration will be London, England, unless the parties mutually agree to another locale before appointment of the arbitrator.