Definition and Interpretation
BUN means Bid Units, virtual credits used on Loot Arena to bid at auctions.
Burn, Burning, Burnedmean the process or result of sending an cryptographic token minted on a blockchain to an unspendable cryptographic address such that the token is retired from circulation on that blockchain.
Creation means a digital or physical and digital work by a Creator, or a group of Creators, having the following characteristics. Each Creation must be:
be unique, complete (with no further variations or additions) and produced as an original, one of one piece, by a Creator or number Creators;
match and fall under a theme provided by Company to Partner;
be part of a set (or collectibles series) containing a total of 5 Creations;
be either in a digital-only format or a digital and physical format; and;
fall within the following categories:
Artwork (e.g, paintings, sculptures, or other digital or digital and physical artwork);
Videos (e.g., celebrity messages, influencer clips, short films, and the like);
Historical Pieces (e.g., screen captures, architectural drawings, photos of unique moments);
Audio (e.g., music, podcasts, audiobooks, etc.);
Models (e.g., model airplanes, boats, buildings, etc.);
Mechanical Objects, unregistered for operations (e.g., unique designed one of one motor vehicles, crafts, etc.). While these include objects that may subsequently be registered for operation by its owner they are initially considered sculptures capable of mechanical outputs.
Credit means an in-World purchased with Purchase Currency and used to buy BUN, LTT or pay for specific services (such as shipping, blockchain gas fees and the like).
Creator means the creator of Creations for the purposes of minting as NFTs for listing at auction on Loot Arena. All Creators must be represented by Curators.
Curators means entities that have the right to list NFTs for Auction on Loot Arena, and get paid the proceeds thereof.
Invitee means a person whose email address has been pre-registered by a Miner or that follow an invite URL.
Loot Arena refers to the online software application for online auctions of unique items that is accessible at lootnft.io/arena.
Loot NFT Co LLC , "we," "us," "our," and the like refers to Loot NFT Co LLC of 30 N Gould St Set 21004, Sheridan, WY 82801, United States of America.
LTT means Loot Tickets are tokens used to redeem for products and services in the World.
Maximum Auction Number means the maximum amount of NFTs on auction as amended from time to time at Loot NFT Co LLC's sole discretion.
Miner's Area refers to the specific section of Loot Arena accessible following log in (and not accessible publicly) and reserved to Miners.
Miner means a person that has has completed the Loot Arena sign up process and paid the joining fee (or where a referrer paid the joining fee).
NFT refers to Non-Fungible Token, a unique cryptographic token containing meta-data linked to Creations by Creators, and issued on a blockchain. All NFTs on Loot Arena are first issued on the LNFTxHABN blockchain and are transferrable at the request of its owner to any other blockchain, as we make available from time to time.
Off-Platform means the transfer of LTT, NFT, or items from our custody to a Miner's custody.
Official Notices refer to notices that we publish from time to time on our social channels, on our websites, and our formal documentation. In case of conflicts, Loot NFT Co shall advise which terms take precedence.
Oven means a time-locked wallet that receives BUN from all mining activities on Loot Arena and redistributes them into the Loot Arena ecosystem. We direct at our sole discretion and advise miners from time to time on Loot Arena, in Official Notices.
Prescribed Fee means the number of Credits, BUN or LTT that must be spent by Miners to access the relevant functionalities of Loot Arena, as updated from time to time at our sole discretion and communicate via Loot Arena, in Official Notices or our other documentation. Prescribed fees include but is not limited to fees for the following:
Prescribed Amount means the number of Credits, LTT, BUN and or NFT (as the case may be):
Purchase Currency means USDC, a US dollar-pegged cryptocurrency, or such other cryptocurrency with a reasonable convertibility to the US Dollar.
Transfer Pre-Conditions mean the prerequisites for Miners to perform certain activities, including, but not limited to being paid USDC ERC20 from proceeds of NFT resales on Loot Arena, or transferring NFTs or LTT Off-Platform. We may impose particular prerequisites for any other payments we make.
World means the Loot NFT ecosystem comprising Loot Arena, The Fund by Loot NFT, Satoshi's Lounge by Loot NFT, Loot NFT World, X by SL, and HABN.
BUN are tokens of a fixed value that is custodied by Loot NFT Co, LLC, and is similar to a game credit. BUN are only used as a unit of account in auctions on Loot Arena and, once purchased, cannot be refunded, sent out of the ecosystem, or converted to any other currency or cryptocurrency.
LTT are tokens that are issued solely from bidding activity at auctions on Loot Arena. They can be secured in the custody of Miners (functionality not yet available as of October 2021). Loot NFT Co LLC does not hold, or own, any LTT and therefore cannot participate at any token indexing sites, or secondary market listings, or promote peer-to-peer transfers of LTT. We may however assist Miners with accurate information for consistency and branding visibility of the Loot NFT ecosystem.
WLoot NFT introduces game mechanics that are untested and should be treated as an experiment. Miner's behavioral responses could be different from what we expect. Our business is a start-up, and we may not be successful; in that event, we may advise of steps we intend to take to mitigate the situation as set out in Official Documents or Notices, which we may amend at our discretion from time to time; and
The use of BUN, Credits, LTT or NFTs are subject to these terms and are not, and should not be, treated as financial products or assets with an expectation of profit.
Access to Loot Arena is by invitation only. An invitee's email address must be whitelisted to sign up.
Any Miner can whitelist their Invitee's email address by paying the Prescribed Fee. When signing up, a referrer must have the Prescribed Amount, or more, in their account for their Invitee to complete the sign up process.
Any Miner logging in the Miner's Area must have the Prescribed Amount in their account. Failing this, Miners will be prompted to purchase Credits to log in.
To sign up, Miners must be at least 18 years of age, agree to these Terms and must not be a resident of the following countries: (i) North Korea, (ii) Cuba, (iii) Iran, (iv) Syria, (v) Iraq, (vi) Lebanon, (vii) Belarus, (viii) Burma, (ix) Eritrea, (x) Venezuela, (xi) Balkans, (xii) Central African Republic, (xiii) Liberia, (xiv) Somalia, (xv) Congo, (xvi) Yemen, and (xvii) Zimbabwe.
A Miner's BUN account is capped at the Prescribed Amount. All BUN sent or howsoever received to an account above that Prescribed Amount shall be forfeited to the Oven.
Anyone attacking or attempting to attack or otherwise harm our software solution in any manner whatsoever, or breaching our rules, is expressly prohibited and may result in termination of membership for breach of our terms. In that event, that Miner's:
BUN will be sent to the Oven for redistribution back into the ecosystem;
LTT will be burned;
Miners agree to follow the rules we set in our Official Notices.
Members acknowledge that, from time to time, we may not have BUN to sell, NFT on auctions and that LTT may not be available for sale.
All NFTs on Loot Arena are listed directly by independent Curators. All NFTs sold by Creators through Curators must be accompanied by a certificate of authenticity and non-reproduction and are clear of any liens or other encumbrances. Each NFT is wrapped in a contractual document and is finished and complete works that do not grant any inherent rights to any financial benefit. On Loot Arena, Creators do not receive any royalties or other interest from the subsequent resale of their works.
There are two types of NFTs listed for auction, (1) as first-listings, and (2) as reserve-based auctions (either resales or first-listings). First listings are auctions without a reserve that must sell, and reserve-based auctions only proceed once the reserve has been met.
Miners receiving USDC ER20, and transferring LTT or NFTs Off-Platform, or for any other payments we make must at a minimum complete a KYC background check and register their public cryptographic addresses to which those transfers are sent.
Miners that re-list NFTs they received from an auction on Loot Arena for sale, and receiving the proceeds from such auction, must agree to our consignment contract granting us the authority to re-list their NFTs for sale. All sales are final and transfers ownership and all rights appurtenant thereto to the winner of the auction.
Miners acknowledge and agree that the rewards and benefits we grant for their participation are set out in Official Notices. These are subject to change from time to time.
Unless specified otherwise in Official Notices, all Miners' BUN, LTT, Credits, and NFTs are held in our custody. Miners may instruct us to transfer an NFT they own to be sent Off-Platform, following which that NFT is sent into the custody of that Miner and Burned on Loot Arena.
Any NFTs sent Off-Platform cannot be reintroduced on Loot Arena.
Miners can send NFTs Off-Platform to their public cryptographic address on blockchains listed on Loot Arena. We will then mint a new NFT on the relevant blockchain with metadata, including the provenance information and past blockchain transaction history while that NFT was in our custody.
If an NFT is linked to a right of ownership to a physical item, upon a Miner initiating a transfer of that NFT, that Miner shall have 90 days from that time, at their cost, to take possession of the physical item, or it may be forfeited or discarded, without recourse.
Miners unconditionally agree not to make any claim or demand or otherwise seek indemnification, or commence any action assessing any claim or demand for any losses, grievances or an activity failing to achieve their desired expectations under Sections 3 (a) and (b), 4 and 12.
Consignment Sales and Proceeds
We calculate the proceeds from auctions pursuant to the following:
BUN. Miners use BUN to bid in time-limited auctions for Creations, in a pay-to-bid manner. Miners bid one BUN at a time, which is consumed and spent whether or not they win the auction. If a bid is received in the last 15 seconds of an auction, the timer resets back to 15 seconds. The last Miner to bid when the auction timer expires receives the Creation and all rights appurtenants to the same. We may introduce BUN cap limits at auctions.
Auction BUN Value. The value received for each auction is the sum of all BUN bid at that auction. This amount is displayed publicly in real-time during the auction, and at its conclusion.
Effective Bid Value (EBV). We calculate an EBV for the conversion of BUN at auction as follows: The running sales total of BUN in Purchase Currency divided by the total BUN sold and free BUN (such as rewards and bonuses) given to Members, less any sales distribution to stakeholders of the ecosystem. The EBV is calculated on an hourly basis and at the end of each auction. The EBV is displayed publicly.
Proceeds Converted from BUN. The total proceeds of an auction is the BUN Value [Section 6 (a) (i) [B] ] multiplied by the Effective Bid Value [Section 6 (a) (i) [C] ] immediately following the conclusion of an auction.
No Reserves; Indeterminate Duration. Miners acknowledge and agree that there are no reserves for first-time listed Creations on auction (other than reserve-based first time listings), and the end time of an auction is not determinable and depends on bidding fervor. Miners further acknowledge that BUN used on Loot Arena are of a limited supply and is locked in auctions until they are made available back to Miners at the conclusion thereof; it is possible, therefore, that with a small amount of BUN left that the auction does not achieve the desired commercial expectations of Miners, Curators or Creators.
Re-listed auctions. Miners that have won an NFT at auction on Loot Arena can re-list that NFT for auction at any time, subject to compliance with these Terms, specifically Section 4, and the following conditions.
All re-listed NFTs for auction must have a reserve price, that cannot be more than the value it achieved at its last auction, and the number of Miners required to participate.
the reserve price divided by the number of Miners required to participate equals a joining fee that any miner must pay to join the auction ("Joining Fee"). Joining Fee is escrowed and only committed to the auction once it starts. Joining fee are refundable at the election of the Miner or if the re-lister cancels the auction. Once a re-listed auction starts, no new miners can join same.
Miners re-listing an NFT for auction must certify that the NFT is clear of all claims, liens, security interests, obligations and all other encumbrances of any kind whatsoever and shall fully indemnify, hold harmless and defend us and the NFT's subsequent purchaser from and against all claims, demands, actions suits, damages, liabilities, losses, settlements, judgements, costs and expenses (including but not limited to reasonable attorney's fees and costs), whether or not involving a third party claim, which arise out of or relate to any act or omission for the provision of an NFT that is not transferred free from such encumbrances. Further, Miners acknowledge and agree not to use the NFT they previously won for any commercial purposes whatsoever in the event the resell that NFT on Loot Arena.
Miners must pay the Prescribed Fee prior to re-listing an NFT for auction on Loot NFT, unless they have a benefit waiving that Prescribed Fee.
First-Listed NFT Paywall. Members are required to pay the Prescribed Amount to join any NFT that is listed for auction, for the first time. This Prescribed Amount increases at intervals over time up until it reaches the cap set out in Section 3 (a), at which time the auction is locked to new Miners; this means that at that time no Miner can join that auction, which carries on only with Miners that have joined that auction prior to that time.
Creators acknowledge that they can only list their Creations through Curators and that we only pay Curators the proceeds of auctions. Our agreement is with Curators and not with the Creator.
No royalties. Loot Arena is not an exchange involving securities and Curators (including the Creators they represent) do not get a royalty or any other payments resulting from re-listings of NFTs by Miners for auction. We purchase our offer NFTs on consignment for auction in distinct separate transactions first between Curators and ourselves (first-time listings), then between Miners and ourselves (re-listings).
Physical Creations and minting. Curators are the custodian of any physical creations. We do, however, make available at their disposition two physical facilities around the world for Curators to use at Loot NFT Co LLCs cost. However, Curators may expose, use, insure and secure the physical items themselves. Curators are also responsible for the minting of the NFTs for listing in Loot Arena via the Loot NFT Co LLC software. We have no control over the listed NFTs, their description, etc.
Pick up of physical Creations. When an NFT is transferred Off-Platform, we will connect its owner with the Curator who is then responsible to arrange pick up at the owner's cost. As a standard, owners have 90 days to pick up physical creations from Curators following the transfer Off-Platform of an NFT tied to it. However, if the physical item is custodied at a Loot NFT Co LLC facility, owners must pick up (and pay for shipping) that item strictly within 90 days
The time at which an auction starts depends on the queue to the live auction section of Loot Arena. When the Maximum Auction Number reduces by a spot, the first auction in line go on auction immediately with an initial auction timer up to 12:00 UTC Sunday if the auction it replaced ended before 00:00 UTC on Sunday, or 12:00 UTC the following Sunday if the prior auction it replaced ended after 00:00 UTC on any Sunday, or as otherwise amended in Official Notices or Documents or as set out on our website.
Miners acknowledge and agree that we are under no obligation to re-list NFTs for auction on Loot Arena at our sole discretion.
To bid at an auction, Miners must first allocate a number of BUN to be spent for that auction, which shall be escrowed from their accounts for that purpose. Bids they make will only be deducted from an escrow account and any balance left over from the bidding process will be returned to their accounts at the end of the relevant auction, or at any time as they direct.
BUN are sold in packs of 25 for the Prescribed Fee. We may use third-party service providers in this process. All sales are final and subject to these Terms.
Decentralized Autonomous Organizations, Smart Contracts
Miners acknowledge that it is in our plan to decentralize our software infrastructure through a series of smart contracts. This roadmap includes the extraction of LTT, and NFTs on public blockchain and that they may be responsible for their own item security. Implementing our path to decentralization is a forward-looking statement subject to change and may therefore be subject to amendments, guidance, and directions as set out in Official Notices or Documents or as set out on our websites.
No Claims; Termination
Nothing in these Terms shall be construed as granting any rights under any of Loot NFT Co LLC's intellectual property, such as any patent, copyright or other intellectual property rights in or to our confidential information, except as agreed by us at our sole discretion.
We may terminate Membership:
at any time at our sole discretion provided that we refund the Miner in Purchase Currency for the number of Credits or BUN that member holds on Loot Arena, less any bonus or rewards received from the time they joined Loot Arena. That Miner shall have 90 days to transfer any NFTs or LTT in their account and pick up, at their cost, any physical items linked to the same. Our standard prerequisites for transfers Off-Platform and payments in USDC ERC20 as set out in Section 4 (c) applies.
Membership (or access) to Loot Arena is not assignable.
All correspondence by Miners to us must be through:
the online channels we provide, including our social media pages, the contact forms on our website, or such other means as we advise or as set out in Official Notices or Documents;
by mail to: Loot NFT Co LLC, Att: Membership Officer, 30 N Gould St, Suite R, Sheridan, WY 82801, USA.
By email: email@example.com.
Governing Law; Severability
These Terms are governed by and construed and enforced in accordance with the laws of the State of Wyoming, without regard to its conflict of laws doctrine. Miners agree that any action to enforce these Terms shall be brought in an appropriate state or federal court in Wyoming and that they waive all objections based upon lack of jurisdiction or improper or inconvenient venue of any such court.
Miners agree that if a court of competent jurisdiction determines that the scope of any provision of these Terms are too broad to be enforced as written, the court should reform such provisions to such narrower scope as it determines to be enforceable. Miners further agree that if any provision of these Terms are determined to be unenforceable for any reason, and such provision cannot be reformed by the court as anticipated above, such provision shall be deemed separate and severable, and the unenforceability of any such provisions shall not invalidate or render unenforceable any of the remaining provisions hereof.
Adverse Impacts of Platform
Each Miner and user of our platform acknowledges and agrees that no software system is 100% secure.
Hack of our USDC ERC20 accounts. In this event, our EBV will go down and NFTs on auction may be less than expected temporarily as sales of BUN re-establishes a more stable EBV.
Hack of BUN. In this event, as BUN recirculate back to us they will be reintroduced within the ecosystem.
Hack of BUN in the Oven. We will do all things reasonable and possible to patch and or migrate BUN to a new Oven.
Hack of NFTs on Loot Arena. In this event NFTs shall be reissued to their owner with provenance and past transactions listed.
Hack of Personal Information. We will immediately do all things reasonable and possible to isolate and resolve the matter and shall communicate actions we take to the affected persons.
In all of the above, we may seek counsel and work with the relevant authorities and law enforcement agencies.
Incorporation of Other Terms