Terms and Conditions

Website & Film Hourglass

1. INTRODUCTION

1.1 Please read these terms carefully before using this site.

1.2 These Terms and Conditions (“Terms”) describe the rules governing your use of this
site www.hourglass-movie.com (“site”), the NFTs, and the Artworks associated with the
NFTs, and form a binding agreement between Hourglass Film a company
incorporated under the laws of Switzerland n and having registered office Tringularity GmbH at Steinstrasse 52, 8003 Zurich (“Company”).

2. GENERAL INFORMATION

2.1 BY VISITING OUR SITE AND BY PURCHASING AND/OR SELLING THE NFTs (WHETHER THROUGH OUR SITE OR THROUGH ANOTHER MARKETPLACE, AS APPLICABLE) YOU AGREE TO BE BOUND BY THESE TERMS.

2.2 You may not use this site, the NFTs, and the Artworks associated with the NFTs for any illegal or unauthorised purpose nor may you, in the use of the NFTs and the Artworks associated with the NFTs, violate any laws in your jurisdiction (including but not limited to copyright laws).

2.3 Any connected services included in this site are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

3. WHO CAN ACCESS THIS SITE?

3.1 You shall not access and/or otherwise use our site if doing so contravenes any law and/or regulation that applies to you. We do not represent that content available on or through our site is appropriate for use or available in your location.

3.2 By agreeing to these Terms, you represent that you are at least 18 years old.

4. DEFINITIONS

The following definitions will be used throughout the Terms:

“Artwork”
refers to the content associated with each NFT, such content to vary in accordance with the specific TIER of the NFT, as more accurately set out in section 7 of these Terms.

“Hourglass”
refers to the 2022 short film, written and directed by Gregory Koefer, produced by Tereza Caballero and Gregory Koefer.

“Holders”
refers to the holders of the NFT.

“NFT”
each, an identifiable, non-fungible, non-replicable and transferrable cryptographic asset recorded on the Ethereum Network, used as proof of authenticity and proof of ownership over certain rights (as set out in these Terms) vested in the

“IP or Intelectual Property”
means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, performance rights and know-how, subsisting in or otherwise associated with each Artwork.

“Mint”
refers to the successful submission of a request through an eligible Wallet, for the creation of a new block of information on a distributed ledger (the Ethereum Network), to a self-executing software (the Smart Contract), for the purposes of creating a new NFT recorded against the unique identifier of the Wallet from which the request is submitted.

“Private Discord”
refers to a private server on the social media platform operated by Discord Inc.

“Royalties”
refers to the amount of fees applied by the Smart Contract to the transfer of NFTs (for value) from a current Holder to a new Holder, which is automatically transferred by the Smart Contract to the Company.

“Secondary Sale”
in respect of each NFT, the subsequent re-sale of the NFTs on the secondary market (whether on or outside of the Marketplace) whereby an NFT is transferred from a current Holder to a new Holder.

“Smart Contract”
the transaction protocol governing the Minting and the transfer of NFTs on the Ethereum Network.

“Wallet”
refers to an application that allows users to register a unique identifier, to use such unique identifier to access and to interact with the Ethereum Network, and (subject to any technological restraint), to spend, transfer and/or otherwise receive cryptographic assets recorded on the Ethereum Network.

5. WHAT IS THE SITE USED FOR?

This site is for informational purposes, for the purposes of carrying out the Initial Sale of NFTs, accepting Donations, and inform about the Film.

6. YOUR PURCHASE

6.1 Subject to our discretion, to availability, and to your meeting of all applicable conditions, accessing the site during the Initial Sale will provide you with the ability to purchase the right to Mint one or more NFTs. Please note that, once deployed, we have no control over the Smart Contract, nor over the network fees (typically referred 4 to as gas fees) you would incur in when submitting your request to Mint the NFT/s to the network.

6.2 Payment for the right to Mint is made in ETH (being the native cryptographic currency on the Ethereum Network). Therefore, please be aware that transactions in cryptographic currency may be irreversible and that, accordingly, and funds paid to an incorrect recipient may not be recoverable.

7. WHAT RIGHTS DO YOU RECEIVE?

7.1 When you successfully purchase and exercise the right to Mint resulting in the NFT being attributed to your Wallet, what you actually receive is the cryptographic asset recorded on the Ethereum Network (together with the Licence), rather than the Artwork that is associated with it.

7.2 Purchasing the NFTs does not grant you ownership of any Artwork on the Film, nor the Intellectual Property over any Artwork of the Film or the Film itself.

7.3 The NFTs are divided into three (3) different Tickets. Each Ticket is made available in different quantities, at a different price, is associated with a different type of Artwork and provides different perks, as set out in sections 7.4 to 7.7 below.

7.4 REGULAR TICKET

7.4.1 The purchase price for the right to Mint a Regular Ticket NFT is 0.02 ETH (plus
network fees).

7.4.2 Each REGULAR TICKET NFT entitles each Holder to:

(a) one (1) of three hundred thirty three (333) artworks, constituting an animated photo of a Ticket.

(b) Access to Discord Server and private holder chat with exclusive insights to Behind The Scenes Footage, Process of Production, Post-Production and the entire filmmaking process

7.5 GOLD TICKET

7.5.1 The purchase price for the right to Mint a Regular Ticket NFT is 0.2 ETH (plus
network fees).

7.4.2 Each GOLD TICKET NFT entitles each Holder to:

(a) one (1) of thirty three (33) artworks, constituting an animated photo of a Ticket.

(b) everything the Regular Ticket 7.4.2 includes too.

(d) Whitelist Spot for next Project handled through Gregory Köfer & Tringularity GmbH (LLC)

(e) Original Physical Film Poster

7.6 SECRET TICKET

7.6.1 The purchase price for the right to Mint a Regular Ticket NFT is 2 ETH (plus
network fees).

7.6.2 Each SECRET TICKET NFT entitles each Holder to:

(a) one (1) of thirty three (6) artworks, constituting an animated photo of a Ticket.

(b) everything the Regular Ticket 7.4.2 and Gold Ticket 7.5.2 includes too.

(d) a Physical Prop from the film

7.6.3 The Executive Producer Credits will be shared on the Ending Credits on a single Screen. Purchase a minimum of three (3) gives you the right of a single-paged Credit.

7.7 INTELECTUAL PROPERTY

Any Artwork associated with your NFT/s is provided to you by way of a revocable and non-exclusive limited licence to access and display the Artwork for non-commercial purposes (“Licence”).

7.7.1 The Licence transfers together with the NFT. Therefore, you will stop benefitting from the rights granted under the Licence upon transfer, as these would transfer to the new Holder of the NFT being the new subject benefitting from the Licence.

7.7.2 Executive Producers do not own any IP or Commercial Rights of HOURGLASS. These Rights will be handled separately with a contract.

8. TRANSFER OF NFTS

8.1 All transfers (including the sale) of the NFTs are subject to these Terms, and these Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the Holder transferring the NFT and the new Holder in receipt of such NFT.

8.2 You may transfer and/or sell the NFTs using reputable marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the NFTs, provided that the transfer of the NFTs through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the NFTs. Please note that your use of any such reputable marketplace and/or platform will be subject to the terms and conditions governing such marketplace and/or platform, which we note are separate from these Terms.

8.3 You shall not transfer the NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the NFTs, including any use intended circumvent the application of Royalties. Please also note that the transfer of NFTs is subject to the availability of the Ethereum Network over which, given the decentralised nature, we hold no control.

9. NFTS ARE NOT INTENDED AS INVESTMENTS

9.1 Please be aware that the NFTs are only intended and offered as collectibles, and that the NFTs do not represent an investment, nor grant any right to perceive financial benefits or governance over the project or the Company.

9.2 Note that the value of NFTs is highly volatile and subjective, and that your NFT may lose all value.

10. YOUR RESPONSIBILITIES

10.1 As a Holder, you are solely responsible for the safety of the NFTs that are attributed to your Wallet, including the proper management and safety, including the implementation of relevant security measures, of any Wallet used to store the NFTs.

10.2 Please note that the decentralised nature of distributed ledger technology (such as the Ethereum Network) makes it impossible for us to reverse, cancel, undo or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet.

10.3 You are entirely responsible for any tax liability which may arise out of or in connection with the Mint and/or transfer (including the sale) of the NFTs.

11. LINKING TO OUR WEBSITE

11.1 You may not frame our site on any other site, but you may link to our home page, provided: (a) you do so in a way that is permitted, fair and legal and does not damage our reputation or take advantage of it, and (b) you do not suggest endorsement or association on our part (unless we agreed to it in writing).

11.2 We reserve the right to withdraw the linking permission without notice.

12. PERSONAL INFORMATION

12.1 Any and all personal information will be collected and processed in accordance with the EU General Data Protection Regulation (GDPR).

12.2 We have no control over the contents of those sites or resources.

13. Disclaimer

13.1 You hereby agree that we (and any of our affiliates) shall not be liable or otherwise responsible for any loss, damage or claim (whether under contract or tort law) relating to or resulting from: (a) the decentralised nature of distributed ledger technology and the Ethereum Network; (b) your use of your Wallet and/or any weakness and or defect in the security of your Wallet; (c) any weakness and/or defect in the confidentiality, integrity, availability and/or security of any data, technology, and/or equipment used by you to access and/or store your NFTs; (d) any malicious act carried out by bad actors resulting in your loss of the NFTs; (e) any product, 9 service, or experience designed by third-parties accessible through the use of the NFTs (regardless of whether such offering is offered with or without our permission); (f) any use of the Artworks exceeding the scope of the Licence; and (g) any use of the NFT contravening these Terms or otherwise exceeding the rights granted to you by us under these Terms.

13.2 We make no representation, and provide no warranties (whether expressed or implied) in relation to any use of the NFTs and the Artworks associated with the NFTs, including the availability of the Artworks and the NFT, particularly where the Artworks and/or the NFTs become unavailable due to a failure of the Ethereum Network, the marketplaces and platforms through which you display the Artworks associated with your NFTs, and/or any other infrastructure on which the NFTs and the Artworks rely on for the proper functioning.

13.3 Our maximum aggregate liability (whether under contract or tort) shall be CHF 100.–

14. NO PARTNERSHIP, JOINT VENTURE OR AGENCY

14.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency or employment relationship between you and the Company. Nothing in these Terms shall authorise you to make or enter into any commitments or make any representation on our behalf.

14.2 You also confirm that in entering into these Terms you are acting on your own behalf and not for the benefit of any other person.

15. GOVERNING LAW AND JURISDICTION

15.1 The Terms represent and agreement between you (in your capacity of Holder) and the Company, which shall be governed by, construed, and enforced under the laws of Switzerland without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of Switzerland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms, their subject matter or formation.