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DIGITAL COLLECTIBLE TERMS
(RTFKT-OWNED CONTENT)
These Digital Collectible Terms (“Terms”) set forth the terms and conditions
applicable to certain Digital Collectibles (as defined below) made available
through the website (“Website”) operated by RTFKT, Inc. (“RTFKT”). By acquiring
any non-fungible blockchain-based digital token (“NFT”) associated with
RTFKT-Owned Content (as defined below) through the Website or by subsequently
acquiring any such NFT from any previous owner of the NFT, you agree to be bound
by these Terms.
1. Each NFT made available by RTFKT through the Website is associated with
certain digital works of authorship or other content, whether or not
copyrighted or copyrightable, and regardless of the format in which any of
the foregoing is made available (“Related Content”). Related Content is
separate from the associated NFT, and is not sold or otherwise transferred
to you but is instead licensed to you as set forth in these Terms. A
“Digital Collectible” consists of the applicable NFT originally acquired
through the Website and the license rights granted pursuant to these Terms
for the Related Content.
2. These Terms apply only when all Related Content for a particular NFT is
exclusively owned or controlled by RTFKT (“RTFKT-Owned Content”). The
description on the Website of the applicable NFT or Digital Collectible
will include information about whether the Related Content for that
particular NFT or Digital Collectible is RTFKT-Owned Content. If any of the
Related Content for that NFT or Digital Collectible is owned by a third
party, different terms will apply.
3. Subject to your compliance with these Terms, for as long as you own the
applicable NFT, RTFKT grants you a limited, personal, non-exclusive,
non-sublicensable, worldwide license under any copyright owned by RTFKT in
any RTFKT-Owned Content to:
a. Copy and modify the RTFKT-Owned Content (as modified, “Modified
Content”) for non-commercial, personal use; and
b. Display and perform the RTFKT-Owned Content and Modified Content for
non-commercial, personal use.
4. You are also eligible to obtain a license to use RTFKT-Owned Content for
limited commercial use (the “Commercial Use License”). In order to obtain
the Commercial Use License you must create an account with RTFKT through
the Website and agree to the relevant terms and conditions for the account
and the Commercial Use License.
5. Section 3 sets forth all of your license rights hereunder with respect to
any RTFKT- Owned Content. There are no other license rights, whether
express or implied, with respect to any of the RTFKT-Owned Content,
Modified Content or any derivative works thereof, and no license rights are
granted under any patent, trademark, trade secret or other intellectual
property or proprietary right other than any copyright owned or controlled
by RTFKT. This is true even if exercise of any license rights granted
herein would be prevented, frustrated or impaired without such a license.
Without limiting the foregoing, the licenses granted herein do not grant
you the right to, and you will not, and you will not authorize, permit or
assist any third party to:
a. Exercise any of the license rights granted herein in any way that
results in direct or indirect, compensation, financial benefit or
commercial gain of any kind to you or any third party, whether currently
realized or to be provided in the future and regardless of the nature
thereof (whether monetary, conveyance of assets, in-kind products or
services or other item or service of value);
b. Grant any sublicense of any license rights herein;
c. Delete, remove or obscure any trademark notice, copyright notice or
other intellectual property notice in any RTFKT-Owned Content;
d. Exercise any license rights herein to create, endorse, support, promote
or condone any content, material or speech that is defamatory, obscene,
pornographic, indecent, abusive, offensive, harassing, violent, hateful,
racist, discriminatory, inflammatory or otherwise objectionable or
inappropriate as determined by RTFKT at its discretion;
e. Reverse engineer, decompile or attempt to discover the source code for
any NFT or RTFKT-Owned Content except to the extent that applicable law
permits you to do so notwithstanding this prohibition; or
f. Use any RTFKT-Owned Content in any manner not expressly authorized
herein or exercise any license rights herein in any manner that violates
applicable law.
6. RTFKT retains all right, title and interest in the RTFKT-Owned Content and
all copyright or other intellectual property rights in any RTFKT-Owned
Content. Except for the license rights expressly granted in Section 3,
above, you do not have and will not have any right, title or interest in or
to any RTFKT-Owned Content. Without limiting the foregoing, the RTFKT-
Owned Content may include trade names, brands, logos, trademarks, names,
likenesses, images or other personal characteristics of persons or
characters (“Embedded IP”). Your use of such Embedded IP is limited to use
in connection with the exercise of your license rights under these Terms
and subject to all limitations set forth herein and any other restrictions
that RTFKT may inform you of in the future. You may not use any such
Embedded IP in connection with any business, product or service, or in any
manner that may imply endorsement of any business, message, product or
service, or that is likely to cause confusion or dilute, blur or tarnish
such Embedded IP. All use of such Embedded IP, including any goodwill
generated by such use, will inure to the benefit of RTFKT and its
Affiliates. An “Affiliate” of RTFKT is any entity that controls, is
controlled by or is under common control with RTFKT whether now or in the
future, and where “control” means ownership of 50% or more of the shares or
other ownership interest if an entity or the ability to direct the
management or policies of an entity.
7. You will own the copyright in any newly created works of authorship created
by you as part of any Modified Content, subject to RTFKT’s ownership of the
underlying RTFKT-Owned Content and any copyright or other intellectual
property right therein. To the extent that the Modified Content continues
to incorporate or include any RTFKT-Owned Content or is otherwise a
derivative work of any RTFKT-Owned Content, you will not use the Modified
Content other than as expressly authorized in these Terms. Other than your
copyright as described in the preceding sentence, you will not have, and
you will not assert or seek to register or obtain, any trademark or other
intellectual or proprietary right in any RTFKT-Owned Content or Modified
Content.
8. You understand that RTFKT and its Affiliates will continue to further
modify and develop on any RTFKT-Owned Content and may create works of
authorship similar or identical to Modified Works created by you. On behalf
of yourself and your heirs, successors and assigns, you irrevocably and
perpetually covenant and agree not to file or assert before any court or
other government tribunal or authority, any claim, counterclaim, demand,
action, suit or other proceeding alleging or asserting direct or indirect
infringement or misappropriation of any copyright or other intellectual
property right that you may have in any Modified Work against
a. Any of RTFKT, any Affiliate of RTFKT or any of their respective
shareholders, directors, officers, employees, contractors,
representatives, agents, licensees, distributors, resellers, or business
partners,
b. Any customers of any of the foregoing, or
c. Any successor or assign of any of the foregoing.
9. You will not:
a. Create, sell or attempt to create or sell, fractionalized interests in
the NFT or the Digital Collectible,
b. Separate, unlink or decouple the RTFKT-Owned Content from the NFT with
which it is associated to form the Digital Collectible, or
c. Use any RTFKT-Owned Content or Modified Content to create, sell or
attempt to create or sell any new cryptographic token.
10. To the extent that you are not prohibited from doing so by any other terms
or conditions applicable to a particular NFT or Digital Collectible, you
may transfer the NFT to a third party, provided that the following
conditions are met:
a. Such transfer is conducted through a marketplace or other platform that
cryptographically verifies that you are the actual owner of the
applicable NFT;
b. Such transfer must comply with
i. Any applicable terms of the marketplace or other platform on which
such sale or other transfer takes place and
ii. Any applicable laws, regulations, regulatory guidance, and rules;
c. Prior to such sale or other transfer, you must
i. Provide written notice to the would-be transferee that such
transferee’s exercise of the license rights included as part of the
Digital Collectible will be conditional upon such transferee
agreeing to be bound by these Terms, and
ii. Ensure that such transferee is provided with an opportunity to
review these Terms; and
d. After such transfer, your right to display and perform the RTFKT-Owned
Content and all other license rights under these Terms will immediately
terminate (without the requirement of notice).
11. Upon transfer of any NFT, in consideration of the transfer of the license
rights set forth in these Terms, the ongoing hosting of any RTFKT-Owned
Content and any other associated services, you will pay (or caused to be
paid) to RTFKT a fee in an amount calculated by multiplying the total
amount paid by the acquiror for the NFT (without any deductions of any
kind) by the percentage applicable to the NFT specified at Transfer Fees
(the “Transfer Fee”). If the platform or service used to facilitate the
transfer captures and pays the full amount of the Transfer Fee directly to
RTFKT then you will have no obligation to pay any additional amounts. You
will pay any and all transaction fees, payment transfer fees and taxes
(other than taxes on RTFKT’s net income) associated with the transfer and
will not deduct any such amounts from the amount paid to RTFKT as the
Transfer Fee. All amounts owed hereunder will be paid in US Dollars or in a
cryptocurrency acceptable to RTFKT and will be paid to the account or
digital wallet designated by RTFKT.
12. THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND
CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY U.S. STATE.
13. You will comply with any NFT issuance or marketing policy that RTFKT may
provide to you or post at NFT Issuance and Marketing Policy , as updated
from time to time.
14. From time to time at their discretion, RTFKT or third parties may make
additional content, physical items or other benefits available to the
holder of the applicable NFT (any of the foregoing, an “Additional
Benefit”). None of RTFKT or any third party has any obligation to inform
you of, or to provide you with, any Additional Benefit, and you should
therefore not expect any Additional Benefit when acquiring an NFT. It will
be your responsibility to keep yourself apprised of the availability of any
Additional Benefit and to take the necessary steps to apply for or collect
any Additional Benefit. The terms and conditions applicable to any
Additional Benefit will be set forth in the information or materials
provided with the Additional Benefit. Except to the extent set forth in
such information or materials which shall supersede and govern over any
conflicting or inconsistent provisions in these Terms, any digital works of
authorship made available by RTFKT as an Additional Benefit will be
licensed on the same terms set forth herein for, and will otherwise be
treated as, RTFKT-Owned Content. Any physical item provided as an
Additional Benefit is not part of the RTFKT-Owned Content and, except as
otherwise provided in any separate terms and conditions applicable to the
Additional Benefit, you will not have any license rights under any
intellectual property rights in or to any such physical item.
15. RTFKT will have no responsibility or liability, and you hereby waive and
release any and all claims, arising out of or in connection with
a. Any blockchain or related technology,
b. Any digital wallet, MetaMask technology, similar technology or related
service,
c. The transfer or loss of any NFT or the inability to demonstrate
ownership or control of any NFT,
d. Any marketplace or other platform for buying, selling or transferring
any NFT other than the Website,
e. Any platform or service provided by any third party or any technology
related thereto,
f. Any Modified Content or Additional Benefit provided by any third party,
or any terms or conditions applicable to any such Modified Content or
Additional Benefit,
g. Any computer, server, network device or other hardware or any Internet
service provider or other telecommunications service or hardware, or
h. Any other service, equipment, technology or network or data transfer
infrastructure not owned and controlled by RTFKT.
16. You will indemnify and hold harmless, and at RTFKT’s request defend, RTFKT
and its Affiliates from and against any and all claims, demands,
liabilities, damages, penalties, fines, taxes, costs and expenses
(including without limitation reasonable attorneys’ fees and court costs)
arising out of or in connection with
a. Any breach of these Terms or unauthorized use of any RTFKT-Owned
Content,
b. Your ownership or transfer of any NFT, or
c. Exercise of any license rights hereunder by you.
17. RTFKT AND ITS AFFILIATES MAKE DIGITAL COLLECTIBLES, NFTS AND RTFKT-OWNED
CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD
PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY
AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
18. IN NO EVENT WILL RTFKT OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR
ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.
19. THE MAXIMUM AGGREGATE LIABILITY OF RTFKT AND ITS AFFILIATES FOR ALL DAMAGES
AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, SHALL BE $100.
20. In addition to any other rights and remedies to which RTFKT may be entitled
under contract, at law or in equity, if you breach any of your obligations
under these Terms, your right to display and perform the RTFKT-Owned
Content and any and all other license rights that you may have under these
Terms will immediately terminate without any requirement of notice. Upon
termination of your license rights you will immediately cease all use of
any RTFKT- Owned Content. RTFKT may disable MetaMask or similar
functionality for the affected RTFKT-Owned Content, prohibit any platform
or service from retrieving or rendering any such RTFKT-Owned Content in
connection with the services they provide and take other steps to prevent
unauthorized use of any RTFKT-Owned Content. RTFKT will have no obligation
or liability to you for any such actions and you will not interfere with,
or seek to prevent, any such actions.
21. These Terms supplement any additional terms and conditions in any
information or materials provided with any RTFKT-Owned Content or
Additional Benefit (“Additional Terms”). In the event of any conflict or
inconsistency between these Terms and any Additional Terms, the Additional
Terms will supersede and govern. These Terms and any Additional Terms
constitute the entire agreement between you and RTFKT with respect to the
subject matter hereof, and supersede any and all prior or contemporaneous
written or oral agreements or understandings between you and RTFKT relating
to the NFT, RTFKT-Owned Content or Digital Collectible.
22. These Terms will be construed in accordance with the laws of the state of
New York as applied to contracts made and performed entirely therein, and
without regard to conflicts of laws principles to the contrary. All
disputes relating to these Terms will be brought solely in the state or
federal courts located in the boroughs of Brooklyn (Kings County) or
Manhattan (New York County) in the state of New York and you hereby consent
to the exclusive jurisdiction of such state and federal courts and waive
any defense of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST
EITHER PARTY IN CONNECTION WITH THESE TERMS.
23. These Terms do not, and may not be construed to, create any partnership,
joint venture or agency between you and RTFKT. If any provision of these
Terms is found to be unlawful, void or for any reason unenforceable, that
provision will be enforced to the maximum extent permitted by law and
otherwise deemed severable from these Terms and will not affect the
validity and enforceability of any remaining provisions. The failure of
RTFKT to insist upon or enforce strict performance of any of the provisions
of these Terms or to exercise any rights or remedies under these Terms will
not be construed as a waiver or relinquishment to any extent of RTFKT's
right to assert or rely upon any such provisions, rights or remedies in
that or any other instance; rather, the same will be and remain in full
force and effect. You may not assign, transfer or otherwise dispose of
these Terms (including any rights or obligations hereunder), and any
purported assignment, transfer or other disposition will be null and void.
We are a creator led organisation. RTFKT uses the latest in game engines, NFT,
blockchain authentication and augmented reality, combined with manufacturing
expertise to create one of a kind sneakers and digital artifacts.
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RTFKT is a registered trademark of RTFKT Inc. All Rights Reserved. RTFKT
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this document, unless otherwise credited, are copyright © 2023 RTFKT Inc.