Welcome to Career Day, a unique collection of digital art NFTs created and operated by Loach Studio LLC (“we,” “us,” or “our”). By purchasing, owning, or interacting with any Career Day NFTs (“NFTs” or “Career Day NFTs”), you agree to these Terms of Service (“Terms”). If you do not agree to these Terms, you should refrain from purchasing or using the NFTs.

1. Nature of the NFTs

1.1 Digital Collectibles Only

Career Day NFTs are digital collectibles representing unique pieces of pixel art created by Loach Studio LLC. They are intended solely for entertainment, creative expression, and personal enjoyment.

1.2 Not Investments

Career Day NFTs are not securities, investment contracts, or financial instruments. By purchasing a Career Day NFT, you acknowledge and agree that:

There is no expectation of profit, financial return, or value appreciation.
Ownership does not confer any ownership interest, voting rights, or equity in Loach Studio LLC or any related business entity.
The value of the NFT may fluctuate based on market conditions, demand, or personal preference, and no guarantees or promises are made regarding resale value.

1.3 Multiple Series

Career Day NFTs may be released in separate, independent series (e.g., Career Day: Originals, Career Day: Mythicals, etc). Each series is a unique collection with its own distinct artwork, branding, and terms. Ownership of an NFT from one series does not confer any rights, privileges, or financial interest in other series or future releases by Loach Studio LLC.

2. Licensing Rights

2.1 Ownership of the NFT

When you purchase a Career Day NFT, you own the NFT itself as recorded on the blockchain. Ownership grants you full control over the NFT, including the ability to sell, transfer, or trade it.

2.2 License to Use

As the current holder of a Career Day NFT, Loach Studio LLC grants you the following rights:

Personal Use: You may use the associated artwork for personal, non-commercial purposes, such as profile pictures, social media banners, or in creative projects.
Commercial Use: You may use the associated artwork for commercial purposes, such as merchandise, branding, or other lawful projects, excluding the creation of derivative NFTs or projects that compete with the Career Day collection.

2.3 Transferability of License

The license described above is:

Irrevocable: The rights granted are permanent and cannot be revoked.
Tied to Ownership: The license transfers automatically to the new owner upon sale or transfer of the NFT. Only the current NFT holder has the rights to use the associated artwork.

2.4 Retained Rights

Loach Studio LLC retains all copyrights and intellectual property rights to the artwork, except for the specific licenses granted under these Terms.

3. Prohibited Uses

3.1 Derivative NFTs

You may not use the Career Day artwork to create or mint derivative NFTs or collections that compete with the Career Day project.

3.2 Illegal Activities

You may not use Loach Studio LLC’s name, the Career Day collection name, or the associated NFT artwork in connection with any illegal or harmful activities.

3.3 Misrepresentation

You may not misrepresent ownership or association with Loach Studio LLC beyond the rights granted in these Terms.

4. Smart Contracts

4.1 General Use of Smart Contracts

Career Day NFTs may interact with smart contracts created by Loach Studio LLC or other parties. These contracts may provide optional functionalities, such as enhanced usability, trading, or other interactions. Participation in any such features is entirely optional and subject to the terms of the specific smart contract.

4.2 No Guarantees

Loach Studio LLC makes no representations or warranties regarding the operation, outcome, or security of any smart contracts, whether created by us or third parties. Interacting with smart contracts is entirely at your own risk.

4.3 Future Smart Contracts

Loach Studio LLC may introduce additional smart contract features for Career Day NFTs at its discretion. These features will be optional and will not alter the existing ownership rights or licensing granted under these Terms.

4.4 Series-Specific Functionality

Smart contract features, if any, are limited to the specific Career Day series for which they are implemented. Loach Studio LLC does not guarantee interoperability or additional functionality between different Career Day series unless explicitly stated.

5. Disclaimers

5.1 No Investment Value

Career Day NFTs are not sold as investments, and their primary purpose is as digital art collectibles. Loach Studio LLC does not guarantee any financial return, market value, or resale opportunity.

5.2 No Reliance on Future Efforts

Ownership of a Career Day NFT does not depend on or entitle the holder to future services, efforts, or actions by Loach Studio LLC. The NFTs are sold as completed digital assets at the time of purchase.

Purchasing a Career Day NFT does not establish any expectation of future appreciation, residual benefits, or reliance on the ongoing efforts, business strategies, or promotional activities of Loach Studio LLC or its affiliates. The success or failure of the Career Day project, the broader NFT market, or Loach Studio LLC’s actions does not create any entitlement to financial returns or benefits for holders.

5.3 No Fractional Ownership

Each Career Day NFT represents a whole, unique item. Fractional ownership or pooling of benefits is not permitted.

5.4 Assumption of Risk

By purchasing or using Career Day NFTs, you acknowledge that:

The value of NFTs is highly speculative and subject to volatility.
Loach Studio LLC is not liable for any losses resulting from your purchase or use of Career Day NFTs.
The NFTs are sold "as is" without warranties of any kind.

5.5 No Relationship Between Series

Each Career Day series is an independent collection of digital art collectibles. Loach Studio LLC makes no representations or guarantees regarding the relationship, value, or connection between different series or the potential value of future releases.

5.6 Early Access to Future Releases

As a courtesy to collectors, Loach Studio LLC may offer early access to future Career Day series or releases to holders of existing Career Day NFTs. Early access is provided as a discretionary perk and does not:

Guarantee the availability of specific NFTs, rarities, or traits.
Confer any financial advantage or rights to profits, revenue, or other benefits from future releases.
Create any obligation for Loach Studio LLC to offer early access for any future releases.

Purchasers acknowledge that early access is a community feature intended for convenience and enjoyment and is not tied to the value or investment potential of Career Day NFTs.

5.7 Purchaser Responsibility for Future Mints

Details regarding the quantity of each mint, allocation to Loach Studio LLC team members, and randomness may vary. Such details are beyond the scope of this document. By purchasing any NFT from Loach Studio LLC, including those in the Career Day series, you agree to review all future documentation and disclosures thoroughly before making your decision.

5.8 Reserved Minting Rights

Loach Studio LLC reserves the right to mint and distribute up to 5% of the total supply of each Career Day NFT series for purposes such as promotional giveaways, team allocation, partnerships, and private pre-sale events. These NFTs will not be classified as public sales and may be distributed at the discretion of Loach Studio LLC.

6. Limitation of Liability

6.1 General Liability Disclaimer

To the maximum extent permitted under applicable law, Loach Studio LLC shall not be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of NFT value, smart contract vulnerabilities, blockchain failures, unauthorized access to digital wallets, or third-party platform disruptions, whether arising in contract, tort, strict liability, or otherwise.

6.2 Additional Liability Disclaimers

Loach Studio LLC is not liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of NFT value, smart contract vulnerabilities, blockchain failures, unauthorized access to digital wallets, or issues arising from third-party platforms such as NFT marketplaces. You acknowledge and assume all risks associated with the use and ownership of Career Day NFTs.

7. Governing Law

These Terms are governed by the laws of the state of Pennsylvania, USA. Any disputes arising from these Terms or the Career Day project will be resolved in the courts of Pennsylvania.

8. Changes to Terms

Loach Studio LLC reserves the right to update or amend these Terms at any time. Changes will be effective upon posting to our official website or NFT platform. Continued use or ownership of the NFTs constitutes acceptance of the updated Terms.

9. Tax Responsibilities

9.1 Purchaser's Tax Obligation

NFT purchasers are responsible for determining and reporting any applicable taxes related to their purchase, ownership, or sale of Career Day NFTs. Loach Studio LLC does not withhold or report taxes on behalf of NFT purchasers.

9.2 Tax Jurisdiction Notification

Purchasers must notify Loach Studio LLC of their tax jurisdiction within 30 days of purchase. If no notification is received within this period, Loach Studio LLC will assume the purchaser's tax jurisdiction is Pennsylvania, USA.

Notification may be provided in one of the following ways:

By mailing a written notice to the address listed in Section 11, including:
- The public address used to mint the NFT
- The collection(s) the NFT was purchased from
- The applicable tax jurisdiction
By signing up for the NFT Email List on our website loach.studio, where the provided widget will collect the necessary tax jurisdiction information. This widget can be found near the bottom on the "Mint" page.

Failure to provide tax jurisdiction details within 30 days will be considered acceptance of Pennsylvania as the default jurisdiction.

10. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable for any reason, that provision shall be severed from these Terms and shall not affect the validity and enforceability of any remaining provisions. The remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

11. Contact Us

For any questions or concerns regarding these Terms, please contact us at:
Loach Studio LLC
3151 Cape Horn Rd
PMB 3006
Red Lion, PA 17356
This address may change, please refer to our website for up-to-date contact.
Website: loach.studio

Career Day NFT Terms of Service