Ponds NFT

Last revised: June 5, 2022

Ponds NFT Terms and Conditions

These Terms of Use (“Terms”) apply to your purchase, sale and display of Ponds non-fungible tokens (“PONDSNFTs”). Some purchases of PONDSNFTs may include special licensing tiers, and restrictions. Please view terms regarding such special rights here(“License Teir”). To the extent there is a conflict between these Terms and the License Teir, these Terms control.

These Terms are entered into between you and Ion Trades LLC (“Company,” “we,” or “us”). These Terms expressly incorporate any other documents referenced herein (such as our Privacy Policy) and govern your access to and use of this site www.maconponds.com (the “Site”), as well as all content, functionality, and services offered on or through the Site, including the PONDSNFTs.

Ponds, “PONDSNFTs”, is a collection of (NFTs) running on the Ethereum network. This website is only a business page for Ion Trades LLC, for containing licenses, and displaying and marketing pond products and services. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating any and all transactions and contracts generated by this website before approval. Also as the PONDSNFT smart contract runs on the Ethereum network, there is no ability to revise, reverse, undo, or restore any transactions.

This website and its connected services are provided “as is” and “as available” without warranty of any kind.

All PONDSNFTs are stored on and accessible through the Ethereum blockchain. As such, the Company does not maintain the PONDSNFTs on this Site and the Company has no control over the transfer, storage, ownership or maintenance of the PONDSNFT.

We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.

Intellectual Property

Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, Our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the proprietary property of Ion Trades or our affiliates, artists, licensors, or users, as applicable. The Ion Trades logo and any Ion Trades product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Ion Trades or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Macon Ponds LLC, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to Macon Ponds. The Macon Ponds logo and any Macon Ponds product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Macon Ponds LLC, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Aquascape Design Inc, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to Aquascape Inc, it’s affiliates or subsidiaries, including, without limitation, Aquascape, Certified Aquascape Contractor, Living The Aquascape Lifestyle, Aquascape Pro, and associated logos and intellectual property.

PONDSNFT Featured Artists, nothing herein gives you any rights to any other trademarks, copyrights, or other intellectual property rights belonging to any featured pond and waterfall artitsts, or their respective companies. Featured Artists service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of their respective owners and companies, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Ion Trades or Macon Ponds and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Site Use

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content. In return, you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.

License Teir

PLEASE READ CAREFULLY, PONDSNFT LICENSE COMES IN SEVERAL TYPES, LICENSE TYPE IS DESCRIBED AND ALLOCATED ON EACH PONDSNFTs. OWNERSHIP OF PONDSNFT GRANTS ONE TYPE OF LICENSE AS DESCRIBED IN THE INDIVIDUAL PONDSNFT DOES NOT GRANT RIGHTS AND RESTRICTIONS OF OTHER TYPES.

PONDSNFTs are offered with different usage license agreements depending, on tier of NFT owned. Tiers are hereby defined as Personal Use, 3D MFG License, Commercial Use License, and Certificate of Authentication. PONDSNFT Ownership grants auniversal, non-exclusive, irrevocable, limited use license to the underlying Art of the individual PONDSNFT for the duration of ownership.

A) Personal Use.

Subject to your continued compliance with these Terms, Ion Trades LLC grants you a universal, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your PONDSNFT, provided that the marketplace cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your PONDSNFT provided that the website/application cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the PONDSNFT leaves the website/application.

• License is granted for the duration of ownership. Transfering ownership of the PONDSNFT immediately revokes license in any and all locations the Art is used.

• Granted right to display.

• May not distrubute in digital format.

• May not reproduce in digital format

• May not perform.

• May not modify except for adding enviromental factors, ie animate waterfalls, addwater, lights, plants, in use specific cases.

• May not create physical derivative copies for commercial use.

• Selling of the NFT requires a 10% Royalty be paid in perpetuity. If sold on 3rd party website, the following must be in the description, “10% Royalty Applies. See Ponds NFT Terms for details.”

Personal Use license includes display by a commercial entity in cryptographically verified environments. This is intended for commercial users to display PONDSNFTs along, or inside their projects for ambiance, and experience, even if the users project is commercial in nature, provided derivates, and reproductions are not created or distrubuted, and provided that the Art is no longer visible if ownership of the PONDSNFT changes or cannot be cryptographically verified.

B) Commercial Use.

Subject to your continued compliance with these Terms, Ion Trades LLC grants you an universal license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon or using the Art (“Commercial Use”). Examples of such Commercial Use would be the use of the Art to, incorporate into a digital product or environment that is created for commercial distribution. For the sake of clarity, nothing in this section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of PONDSNFT generally, provided that the marketplace cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of PONDSNFTs generally, provided that the third party website or application cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the PONDSNFT leaves the website/application; or (iii) earning revenue from any of the foregoing.

• License is granted for the duration of ownership. Transfering ownership of the NFT immediately revokes license in any and all media the asset is used.

• May not distribute copies, in stand alone format, without any changes.

• May not modify execpt for adding enviromental factors, ie animate waterfalls, add water, lights, plants, in use specific cases.

• May not recreate physical copies.

• Granted limited commercial use in digital properties in accord with terms.

• Granted limited right to distribute as a component piece of a larger work.

• Granted right to display.

• Granted right to perform

• Limited right to modify for use in user specific applications.

• Selling of the NFT requires a 10% Royalty be paid in perpetuity. If sold on 3rd party website, the following must be in the description, “10% Royalty Applies. See Ponds NFT Terms for details.”

This is intended for use of PONDSNFT’s inside other digital products intended for commercial use. This is intended for the inclusion of PONDSNFTs into commercially distributed products ie video games, and other artwork to display PONDSNFTs along, or inside their projects and products for ambiance, and experience, if the users project is commercial in nature, provided derivates, and reproductions are not created or distrubuted in stand alone format, and provided that the derivative usage is no longer visible if ownership of the PONDSNFT changes or cannot be cryptographically verified. This commercial use allows for the creation of derivative NFTs by the PONDSNFT owner, provided the PONDSNFT ownership is permanently and uniquely, even if fractionally, crytographically tied to any derivative NFTs, and provided the derivative is substancially different than the PONDSNFT. The intent is for any derivative NFT to be created the original PONDSNFT ownership must be burned into the derivative NFTs, the intent is for allowing wide use of the Art inside many forms but not for the duplication, and distribution of the Art in stand alone format(which means a form without any substancial difference betweeen the Art and the derivative).

C) 3D MFG.

Subject to your continued compliance with these Terms, Ion Trades LLC grants you a universal license to use, copy, and display the purchased Art for the purpose of creating phyiscal work based upon or using the Art. Examples of such physical work would be the use of the Art to, produce and sell merchandise, products, ponds, waterfalls, filters, water storage devices, water skimming devices, aquaculture, and aquaponics systems utilizing the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of PONDSNFT generally, provided that the marketplace cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of PONDSNFT generally, provided that the third party website or application cryptographically verifies each PONDSNFT owner’s rights to display the Art for their PONDSNFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Ponds leaves the website/application; or (iii) earning revenue from any of the foregoing.

• License is granted for the duration of ownership. Transfering ownership of the NFT immediately revokes license.

• Granted limited right to reproduce phyiscal assets for commercial and or personal use

• Grants access to new NFTs for each physical asset produced

• Grants limited right to modify for the purpose of adding physical characteristics, planting pockets, habitat, mounts, and storage components.

• Grants limited right to modify for the purpose of adding mechanical or biological filtration.

• Grants limited right to modify for the purpose manufacture or physical item.

• Granted right to display.

• May not distribute digital copies, in stand alone format, without any changes.

• May not distrubute derivatives in digital format

• May not distrubute in digital format.

• May not reproduce in digital format

• May not perform.

• Selling of the NFT requires a 10% Royalty be paid in perpetuity. If sold on 3rd party website, the following must be in the description, “10% Royalty Applies. See Ponds NFT Terms for details.”

• Creating the Derivative Certificate of Authenticity NFT requires a 2.27% Royalty of MSRP be paid upon creation. If the PONDSNFT is sold on 3rd party website, the following must be in the description, “2.27% Royalty Applies for Creation of Derivative Certificate of Authenticity NFT. See Ponds NFT Terms for details.”

The intent is for PONDSNFT’s 3D MFG owners to be able to manufacture, personally orcommercially, the Art as physical products with cryptographically issued Certificates of Authenticity NFTs, for each physical product made. Anytime a new PONDSNFT derived product is manufactured a new Certificates of Authenticity NFT must be minted with the PONDSNFT ownership cryptologically verified, and embedded into thederivative Certificates of AuthenticityNFTs. The intent is for physical distribution of the Art while issueing Certificates of AuthenticityNFTs for assured quality. The MSRP is determined at Ion Trades descretion and is based upon the current market price for the size pond physically created, for example a small water supply created for a reptile habitat or desktop waterfall would only sell for $20, while a 2000 gallon pond may sell for $4000, and Royalty is %2.27 of the Sales price or MSRP, and in this example would be $0.454 and $90.8 respectively.

D) Certificates of Authenticity.

Certificate of Authenticity NFTs are created by manufacturing physical version of PONDSNFTs and are for the purpose of quality assurance.

• Granted right to display the Art.

• May not distribute

• May not reproduce

• May not perform.

• May not modify

• May not create derivative

Terms of Sale

You also acknowledge and agree that Company receives 10% of every subsequent sale of a PONDSNFT (“Royalty”). For example, if you are the initial purchaser, and you sell a PONDSNFT for $100 to a subsequent purchaser, $10 will automatically be transferred to Company and you will receive $90. Company has the right collect Royalties for PONDSNFT sales in perpetuity and may use those funds in any manner Company sees fit.
As such, if you sell a PONDSNFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:

“10% Royalty Applies. See Ponds NFT Terms for details.”

In addition, when you buy or sell a PONDSNFT on this Site, you agree to pay all applicable fees associated with the transaction and you authorize Us to automatically charge and collect such fees from your payment.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

With respect to the PONDSNFTs, each purchaser of a PONDSNFT is granted a universal, limited license to such PONDSNFT and its content as described in “License Teirs”. PONDSNFTs are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Company. Unless otherwise specified, your purchase of a PONDSNFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the PONDSNFT or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the PONDSNFT or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your PONDSNFT or its content. Any commercial exploitation of the PONDSNFT outside of “License Teirs” could subject you to claims of copyright infringement. If you sell a PONDSNFT through the Site, you agree that you will not have any claims against us for any breach of these Terms by a purchaser. If you purchase a PONDSNFT on the Site, you hereby agree to hold us and the seller of such PONDSNFT harmless from and against any and all violations or breaches of these Terms.

If you are unsure whether a contemplated use of the Site Content or a PONDSNFT and its content would violate these Terms, please contact us at ponds@maconponds.com

Taxes

We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site. You agree that 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 taxing authorities. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.

Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy which is incorporated into these Terms.

Modifications

You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.

Risks

Please note the following risks in accessing, purchasing, selling or using PONDSNFTs: The price and liquidity of blockchain assets, including PONDSNFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect PONDSNFTs, which may also be subject to significant price volatility. Given the volatility, NFTs such as PONDSNFTshould not be considered an investment. You assume all risks in that connection. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of PONDSNFTs. PONDSNFTs are not legal tender and are not backed by any government. Transactions in PONDSNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in PONDSNFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of PONDSNFTs may be derived from the continued willingness of market participants to exchange traditional currency or digital assets for PONDSNFTs, which may result in the potential for permanent and total loss of value of a particular PONDSNFT should the market for that PONDSNFT disappear.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding PONDSNFTs, including the suitability and appropriateness of, and investment strategies for, PONDSNFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with PONDSNFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using PONDSNFTs, however caused.

The Company and its affiliates make no claims of water filtration capacity or water quality of PONDSNFT derived physical products, any and all issues arising from use of PONDSNFTs derived products are the responsibility of the User. PONDSNFTs derived physical products manufactured by the Company or Third Parties, are scalable, remotely manufacturable products, with many variables in construction, including materials, processing, manufacture techniques, and many local variables affecting bothuse and function, as such care should be taken and experts contacted in construction and/or use of PONDSNFTs. Diligence should be taken by buyers, sellers, and manufacturers, to assure quality of material in construction and avoid any harmful compounds or containimants that could harm flora or fauna. Care must be taken when creating, purchasing, installing, or selling derivative PONDSNFTs physical products; biological filtration, mechanical filtration, pump sizing, fish count, plant selection, rainwater harvesting, and many other local factors affect the health and safety of all water features.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY ION TRADES LLC, THE SITE AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL PONDSNFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ION TRADES (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE 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 SITE. ION TRADES DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, ANY PONDSNFTS LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

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 PONDSNFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR PONDSNFTS.

WE ARE NOT RESPONSIBLE FOR ANY DAMAGE, INJURY, LOSS, OR DEATH, ARRISING FROM USAGE OF PONDSNFT DERIVED PHYSICAL PRODUCTS. WATER QUALITY, FISH LOSS, OR FILTRATION, GIVEN THE VARIABILITY OF DISTRIBUTED MANUFACTURE, GIVEN THE NATURE OF SCALABLE WATER FILTRATION, AND GIVEN THE DIFFERENCES IN CLIMATE, WE MAKE NO CLAIMS OF WATER FILTRATION OR QUALITY OF ANY PHYSICAL PONDSNFT PRODUCTS MADE BY THE COMPANY OR THIRD PARTIES.

PONDSNFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT ION TRADES, LLC OR ANY ION TRADES, LLC PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY PONDSNFT .

We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the PONDSNFTs. Ion TradesLLC is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting PONDSNFTs including forks, technical node issues or any other issues having fund losses as a result.

Indemnification

You agree to hold harmless and indemnify PONDSNFT, Ion Trades, and its subsidiaries, affiliates, Featured Artists, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Site, (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site, or (iv) your usage of PONDSNFT derived physical products.

Changes to the Terms and Conditions

We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site.