When you (Purchaser, you) acquire Outlaw System non-fungible tokens (NFTs) from Outlaw System (us, we) you must agree to the terms and conditions stated in this document (NFT Terms) and the license stated in the Annex to these NFT Terms (License), which apply to you and any person to whom you sell the NFT(s) you acquired from us in the first instance.
1. Application of NFT Terms
All NFTs acquired by you are subject to these License and NFT Terms. The use of those NFTs is subject to our Website Terms & Conditions, Privacy Policy and any related accessory document that may arise. Termination of these NFT Terms for any reason will not modify the conditions which have arisen before the termination.
2. Purchasing NFTs
2.1. Sale of NFTs
We may sporadically list NFTs for sale. Orders placed for NFTs cannot be refunded or cancelled, require payment in full according to the Purchase Price at the time of purchase and may require that you connect or present a Digital Wallet for delivery of the NFT. In case you undertake a secondary sale of your NFT to another purchaser, that transaction may involve third party platforms or blockchain digital wallets which are not associated with us and may be subject to transaction fees charged by that network. In case any transfer is conducted in a marketplace provided by us, then fees and charges may apply to those transactions payable to us at the time of the transaction.
2.2. Pre-conditions to sale
As pre-condition to any purchase of an NFT, you must make payment in full in any nominated Digital Currency or via any other nominated payment method. In the case of a primary sale, we will not transfer any NFT to you until we have received the entire Purchase Price. If you transfer any Digital Currency to our Digital Wallet, you must ensure your transfer is made to the correct wallet address. In the event that a payment is reversed or invalidated, including due to a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any NFTs subject of a sale where the Purchase Price has no longer been retained in full by us.
2.3. Risk and Title
Risk and title in an NFT purchase transfers to you after acquirement of the NFT and you are responsible for making sure your Digital Wallet is flawlessly connected. If you lose your private key or login or seed phrase for your Digital Wallet you will probably lose access to your NFTs. We cannot recover any private key or seed phrase for your Digital Wallet.
2.4. Refunds
We do not offer refunds.
3. Intellectual Property License in NFTs
You acknowledge and concede that we own all legal right, title and interest in all Intellectual Property Rights in the Art. Your rights related to the NFT you Own are limited to those expressly stated in the License. We reserve all rights and ownership in and to the Intellectual Property Rights in the NFT you Own that are not expressly granted in the License.
4. Termination
4.1. Termination with cause
These NFT Terms and the License may be ceased with immediate effect:
a) by us, if any of the Purchaser warranties in clause 6 are breached by you;
b) by us, if the limitations of the License in clauses 1.6 or 1.8(c) are breached;
c) by either party, if the other party perpetrates any material breach of its obligations under these NFT Terms and fails to fix such breach (if capable of fixing) within 30 days of receipt of notice from the non-defaulting party asking it to do so.
Termination of these NFT Terms does not affect the rights of the parties which have accrued prior to termination.
4.2. Consequences of termination
Upon termination of these NFT Terms or the License, the rights under the License will end, including the rights to use, copy, display, and enjoy the Art associated with the NFT you Own, save that any physical objects you have created showing the art for your personal use shall be deemed to have a continuing personal license to use.
5. You acknowledge and agree
You acknowledge and agree that:
a) we own all legal right, title and interest in and to all other elements of the Website, and all Intellectual Property Rights therein (including all Art, systems, methods, designs, computer code, software, services , information, organisation, "look and feel", compilation of the content, data, code and all other elements of the Website (together, Website Materials)). The Website Materials are protected by copyright, patent, trade dress, international conventions, trademark laws, other relevant intellectual property and proprietary rights, and applicable laws. All Website Materials are the copyrighted property of us or our licensors, and all service marks, trademarks and trade names associated with the Website or otherwise showed in the Website Materials are proprietary to us or our licensors;
b) we provide NFTs on a proprietary basis and we transact with you only on a bilateral basis. NFTs are not supposed to be financial product, are not intended for speculative use and nothing we publish is to be considered financial advice. NFTs may bear extreme price volatility, including going down to zero;
c) we do not provide advisory, brokerage, exchange, fiduciary or other similar services. You are the only responsible for initiating a transaction subject to these NFT Terms. A certain amount of knowledge is required to interact with NFTs and store them using a Digital Wallet. We do not act as a custodian and transfers of NFTs are for transaction purposes only;
d) all the transactions executed under these NFT Terms are deemed to have occurred within the jurisdiction of Portugal;
e) we are not responsible for any Loss caused by your failure to act according to our recommendations or policies. You acquire NFTs at your own risk and you perceive that we do not guarantee the ongoing availability of such NFTs or the Art. You also understand that your ownership of NFTs depends on you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not save or store any information related to your Digital Wallet beyond that required for the sale of NFTs;
f) we cannot guarantee there will be any usecase or specific price available for any NFT you acquire from us. We cannot guarantee any results or financial return from your acquisition of any NFT from us, except the capacity to Own the NFT and enjoy the License.
6. Warranties
6.1. Our Warranties
We warrant that we own, or have the right to use under license, the Art in the NFTs, we are capable of selling the NFTs that include the Art and we will give you notice before we discontinue or modify the rights or characteristics of any NFTs which you have acquired.
6.2. Your warranties
You warrant that in acquiring an NFT from us or a third party:
a) you are sufficiently informed to make decisions regarding the acquirement of NFTs from us, including sufficient experience managing a Digital Wallet;
b) you have all the resources, licenses, permits, certificates and approvals that allow you to legally acquire NFTs inside Your Jurisdiction and that any operations under these NFT Terms will be legal under Your Jurisdiction;
c) all the data you supply is truthful and accurate at the time that it is given, that any Digital Wallet address you give us has been generated with the best security practices in mind;
d) to your knowledge, there is no information you have not fairly disclosed to us in a manner and to an extent that it would impact our ability to judge those facts prior to making an NFT available to you;
e) you are not involved, in any capacity, in any legal action, proceeding, suit, claim, prosecution, litigation, investigation, mediation, enquiry or arbitration concerning NFTs;
f) if we ask, you will identify and justify the source of funds involved in the acquirement of NFTs;
g) no Digital Currency transferred to us has been derived from any illegal or unlawful activity;
h) you are the lawful owner of any Digital Wallet that receives NFTs and you obtained legal advice regarding the consequences of these NFT Terms.
6.3. Notification
You must inform of any change that has or will constitute a material breach of a Purchaser's Warranty or cause a Purchaser's Warranty to be untrue or inaccurate, soon after you become aware of it.
6.4. Consumer Guarantees
Some consumer protection laws and regulations potentially give you rights relating to your purchase of NFTs, which cannot be excluded, restricted or modified in these NFT Terms (Statutory Rights). Nothing in these NFT Terms does, or is intended to, exclude any Statutory Rights.
7. Indemnity
You agree to indemnify us and our Personnel and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of a Purchaser Warranty without limitation. In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, any breach of these NFT Terms, other than a breach of a Purchaser Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by the negligent act or omission of us or our Personnel.
8. Limitation of liability
8.1 Limitation of liability
In the absence of a material breach of these NFT Terms, fraud or gross negligence by us when providing NFTs to you under these NFT Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith while providing NFTs to you, including in respect of a Force Majeure Event.
8.2. Third party services
Subject to clause 8.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), national postal services, courier companies, telecommunications companies, other companies not under our reasonable control and third parties that provide services to the blockchain industry generally, such as, by way of example and not limitation, companies and entities that provide payment or transaction services, custody services, banking partners, market making services, pricing services and decentralised blockchain networks, including forks of those blockchains networks.
8.3. No monitoring responsibilities
We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction. You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you.
8.4. No liability for consequential loss
Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including, without limitation, loss of profits, loss of chance, loss of expectations, or loss of opportunity.
8.5. Liability Cap
Our total liability to you under any circumstances is limited to the amount for which an NFT was originally sold by us to you and we shall not be liable for any amount above that sum.
9. Tax
Each party is solely responsible for any taxation which arises as a result of dealing in the NFTs, including capital gains or income tax and no party shall have a Claim for any Loss against the other in respect of any taxation amounts how so ever arising.
10. Notices
Any notice, approval, waiver, consent or other communication in connection with these NFT Terms must be in writing and in English, and sent to, in the case of us, our nominated email, or in the case of you, to your nominated email. Any notice will be deemed to be received within 48 hours of sending the electronic message, unless a rejection message is received. A party must inform the other party in writing of any modifications to its contact details.
11. Disputes
You hereby expressly give up your rights to have a trial by jury and you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits.
11.1. Proceedings suspended
You must not begin legal proceedings in connection with a dispute arising out of or in connection with these NFT Terms unless the steps in clause 11 have been followed. However, this condition does not apply to a party who wants to apply for equitable relief or urgent interlocutory relief, or to a party who attempts in good faith to comply with clauses 11.2, 11.3 and 11.4 but cannot do so because the other party does not comply with those clauses.
11.2. Notice of dispute
If a dispute arises out of or in connection with these NFT Terms (including the validity, breach or termination of it), a party may notify the other party to the dispute. The notice must specify the dispute and indicate that the notifying party wants the dispute to be referred to mediation.
11.3. Commencement of mediation
If the dispute is not resolved within 10 Business Days after a notice, under clause 11.2, has been served (Notice Period), the dispute is, under this clause, submitted to mediation/arbitration. The mediation/arbitration must be conducted in Portugal in accordance with the mediation guidelines/rules of the 2011 Voluntary Portuguese Arbitration Act.
11.4. Confidentiality
Unless a party is compelled by an regulatory or government authority, court or tribunal to disclose information, both parties must preserve confidentiality.
12. General
12.1 Governing law and jurisdiction
These NFT Terms are governed by the laws of Portugal. The parties irrevocably submit to the exclusive jurisdiction of the courts of Portugal and the courts of appeal from there.
12.2. Amendment
We reserve the right to amend these NFT Terms sporadically in our discretion. Amendments will be effective as soon as the changes are notified to you in writing.
12.3. Precedence
These NFT Terms will prevail to the extent of any inconsistency present in the content displayed by us.
12.4. Force Majeure Event
We will not be liable for any delay or failure to perform our obligations under these NFT Terms if such delay or failure is caused by circumstances beyond our control, including but not limited illnesses, to pandemics, Government sanctions or orders, blockchain congestion or attacks, whether known or unknown at the time the parties enter into these NFT Terms.
12.5. Waiver
A provision of these NFT Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
12.6. Severance
If any provision of these NFT Terms are void, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it, but, if that also fails to save it, the whole provision must be severed. That will not invalidate the other provisions of these NFT Terms nor affect the validity or enforceability of that provision in jurisdictions where it is valid.
12.7. Relationship
Nothing in these NFT Terms constitutes the parties as partners and no party has any authority to bind the other legally, except as expressly stated in these NFT Terms.
13. Definitions
In these NFT Terms:
Art means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that are associated with an NFT that you Own;
Business Day means any day except a Saturday or a Sunday or other public holiday in Portugal;
Claim includes a notice, demand, claim, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these NFT Terms and where and to the extent the context permits, includes all associated Loss;
Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
Digital Wallet means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including:
a) inventions, discoveries, patents, copyright, moral rights, designs, trade marks, service marks, trade names, business names, brand names, product names, domain names or rights in designs, images, art, drawings, product names, trading styles, get-up, processes, methodologies, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
b) any application or right to apply for registration of any of these rights or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;
c) other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967;
d) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
e) all renewals and extensions of these rights;
Loss includes any loss, cost, charge, damage, liability and expense (including legal costs and expenses);
Own means, regarding an NFT, any NFT we have issued or that you have acquired where proof of ownership is recorded on a blockchain network and you control the private key associated with the Digital Wallet to which the NFT is associated;
Personnel means any employee, partner, contractor, subcontractor, agent, shareholder, ultimate beneficial owner, director or officer of a party;
Platform means the Outlaw System platform;
Privacy Policy means the Privacy Policy of the Website.
Purchase Price means the amount advertised for the purchase of any NFT, which may be denominated in a Digital Currency;
Purchaser Warranties means the warranties described in clause 6.2.
Sales Tax means any form of value added tax.
Third Party IP means any third party Intellectual Property Rights;
Website means https://outlawsystem.com.
Website Terms means the Terms & Conditions of the Website.
Your Jurisdiction means the country or state where you are resident or from which you enter into any agreement with us.
ANNEX
License summary
You have complete freedom to use your NFTs for commercial and personal use, including sales of derivative works, for so long as you own the NFT. We retain the underlying copyright to enable us to take action against persons or entities that use the NFTs in connection with damaging behavior, such as hate crimes.
1. License in NFTs
1.1 We, Outlaw System (us, we), grant to the party who Owns an NFT we have issued (Licensee, you), for the time that party Owns the NFT, a worldwide, non-exclusive, royalty-free license in respect of the Art associated with the NFT purchase (License).
1.2. Subject to clause 3 of this License, the License is assignable, transferable and revocable to use, copy, display and enjoy the Art associated with the NFT you Own for your own personal and limited commercial use pursuant to clause 2 of this License, or as part of a Marketplace or online gallery that facilitates and allows the sale or transfer of the NFT you Own.
1.3. Upon the sale of any NFT you Own, the License transfers to the purchaser who then Owns the NFT and the ownership of that NFT will be subject to and conditional upon compliance with the terms and conditions set out in this License. For the avoidance of doubt, the transfer of the License does not constitute commercial use for the purposes of clause 1.2.
1.4. Upon your sale of the NFT you Own, your rights under the License pursuant to clauses 1.1 and 1.2 shall cease to apply and will no longer be in force and effect.
1.5. Except as expressly stated in this License, nothing in this License is intended to give you ownership of any Intellectual Property Rights of the Art.
1.6. The NFT may not be used in any way which would:
a) connect the Art with content depicting hatred, intolerance, cruelty or other inappropriate behaviour that could physically or psychologically harm someone and damnify the owner of the Art;
b) seek to trademark or acquire Intellectual Property Rights in the Art or take, appropriate, or represent any ownership in the Art;
c) be reasonably seen to belittle the Intellectual Property Rights;
d) establish any right to or over the Art in any manner inconsistent with the rights under this License;
e) involve the minting of an NFT which claims an association with the Art or which aims to be an NFT of the Art;
f) take any action which would or might invalidate, challenge, oppose, infringe or put in dispute the owner's title to the Art;
g) cause, permit, or assist any other person directly or indirectly to do any of the above acts.
1.7. For the avoidance of any doubt, the sale of your NFT does not constitute a “commercial use” of your NFT for the purposes of this License.
2. Commercial and derivative rights
You acknowledge that the NFT you Own contains individual layered files and traits that are owned by us. The NFT you Own shall only be used for commercial purposes as a whole or as basis for derivative works which are substantially altered from the original NFT and Art. However, once you no longer Own the NFT, that NFT and Art shall not be used to create merchandise using the NFT or create, sell or promote Counterfeit NFTs or associated collections. The Owner of commercial products or derivative works created using the Art from an NFT in accordance with this License shall not be liable to pay any Revenue Share on transfer of those goods. Any derivative works created in accordance with the terms of this License will be deemed to be sub-licensed under the terms of this License and subject to the terms of this License.
3. Permissible transfers of the NFT
3.1. You and any future owner of the NFT you Own have a limited right to transfer the NFT you Own (Secondary Sale), provided that the transferee accepts all of the terms of this License and the current NFT Terms and that, prior to the transfer, you have not breached this License or the current NFT Terms. We will be paid the Revenue Share percentage of the gross amounts paid by such party to the Secondary Sale.
3.2. The additional fees under clause 3.1 of this License do not include, and are not intended to cover, any additional fees imposed or required by the platform through which any Secondary Sale is being conducted.
4. Termination
4.1. In the event that the Owner of an NFT breaches the terms of this License, we may terminate the License without notice and may take further steps including publishing the termination of the License and seek to block the Art or the listing of an NFT subject to termination from any third party sites. After Termination, any right to use the Art associated with an NFT which is Owned immediately ceases.
5. Definitions
In this License:
Art means any art, design, wording and drawings (in any form or media, including, without limitation, video or photographs) that are associated with an NFT that you Own;
Counterfeit NFT means an NFT that contains art that is identical or substantially indistinguishable from the NFT you Own, including:
a) an NFT described as a knock-off, fake, imitation, clone, faux, replica, mirror image, or similar term used to describe an NFT;
b) an NFT that mimics the layers, features or traits of the NFT you Own,
c) in an attempt to pretend it is a genuine creation by us;
Digital Wallet means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including:
a) inventions, discoveries, patents, copyright, moral rights, designs, trade marks, service marks, trade names, business names, brand names, product names, domain names or rights in designs, images, art, drawings, product names, trading styles, get-up, processes, methodologies, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
b) any application or right to apply for registration of any of these rights or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;
c) other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967;
d) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
e) all renewals and extensions of these rights;
Marketplace means a software platform or software (including a Blockchain digital wallet) which permits the transfer, purchase or sale of an NFT, provided that the Marketplace at all times cryptographically verifies the NFT owner's right to Own the NFT;
Own means, with respect to an NFT, any NFT we have issued, that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
Revenue Share means 5%;
Third Party IP means any third party Intellectual Property Rights;
Website means https://outlawsystem.com.