Epic Games: STG FOOTBALL TERMS OF SALE
Last Updated: July 28th, 2023
These Terms of Sale (“Terms of Sale”), which are incorporated into and a part of the Terms of Service, govern all sales and purchases of SuperTeam Games Playable Non-Fungible Tokens depicting NFL Players (“Player NFTs”) including initial sales of Player NFTs by us immediately upon minting via our Sites (“Primary Transactions”) and any subsequent sales, purchases and/or transfers of Player NFTs on our Sites, third-party NFT marketplaces, websites and/or applications by one owner to another (“Secondary Transactions”). Any terms used but not defined, including but not limited to “we”, “us”, “our”, “you” or “your” and any capitalized terms, shall have the meanings given to them in the Terms of Service. Please read these Terms of Sale carefully before purchasing any Player NFTs via our Sites.
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Buyers
1.1 Purchases
We are selling Player NFTs solely for the purpose that such Player NFTs can be used in our
upcoming videogame “STG Football”, and you acknowledge that you are purchasing the Player
NFTs for the entertainment utility value of using them in STG Football and not to speculate
on the value of the Player NFT. We do not encourage or condone speculation. These are NFTs
for playing the STG Football videogame. We encourage you in the strongest possible terms to
(re)read the section in the Terms of Service entitled “Valuation of Token Assets and
Assumption of Risk”. When you purchase a Player NFT through a Primary Transaction or
Secondary Transaction, you will have limited ownership of the Player NFT you purchased. You
acknowledge and agree that while you may own the Player NFT that you rightfully and lawfully
purchased through a Primary Transaction or Secondary Transaction, and such purchase or
acquisition is recorded on the relevant blockchain, we (including, the applicable
licensor(s)) continue to own and/or control all legal right, title and interest, and all
intellectual property rights therein, in and to the artwork, design, product design,
copyright, trademark, logo, animation, video, drawings, underlying code and/or other digital
content (the “Content”) incorporated in and/or linked to such Player NFT. We reserve
all
rights in and to the Content not expressly granted to you in Section 1.2 including, without,
limit the right to reproduce, create derivative works, distribute and display the Content.
1.2 License to the Content
The Player NFT is subject to a license that we have obtained from the National Football
League Players Association and its affiliates (collectively “NFLPA”), National Football
League Players Incorporated and its affiliates (collectively “NFLPI”), and OneTeam Partners,
LLC and its affiliates (collectively, “OneTeam”). Subject to your rightful and lawful
purchase or acquisition of the Player NFT and, your continued compliance with our Terms of
Service and Terms of Sale, we grant you a worldwide, non-exclusive, revocable, royalty-free
license, with no right to sub-license, to display the Content for your Player NFT, solely
for the following purposes: (i) for your own personal, non-commercial use solely as
permitted within the STG Football game, or (ii) as part of our Marketplace that permits the
purchase and sale of NFTs. The license to display the Content for your Player NFT, is
automatically transferred with your Player NFT, solely for the purposes set forth above, and
as provided below in Section 1.5. Otherwise, the license to display the Content for your
Player NFT is non-transferable.
1.3 Intellectual Property Limitations
The license in Section 1.2 does not include: (i) the right to use the Player NFT or Content
to create additional NFTs; (ii) the right to modify the Player NFT or Content and/or create
derivative works of the Player NFT or Content; (iii) the right to, and you may not, use any
of our (or the applicable licensor’s) trademarks in connection with the exercise of your
license in Section 1.2. None of our trademarks (or the applicable licensor’s trademarks) are
licensed to you. You may not use or attempt to register any Intellectual Property (as
defined below) or other asset, including any trademarks, copyrights, domain names, social
media accounts or related addresses, that contains or incorporates any artwork, other
representation, name or mark that may be the same as or confusingly similar to such
trademarks. The limitations in this Section 1.3 will survive the expiration or termination
of the license granted in Section 1.2.
1.4 Restrictions
You agree that you may not, nor permit any third party to do or attempt to do, any of the
following without our express prior written consent in each case: (i) modify, distort or
perform any other change to the Content for your Player NFT in any way, including, without
limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the
Content for your Player NFT as a brand or trademark or to advertise, market, or sell any of
your or any third party’s product or service; (iii) use the Content for your Player NFT in
connection with images, videos, or other forms of media that depict hatred, intolerance,
violence, cruelty, or anything else that could reasonably be found to constitute hate
speech, obscenity or otherwise infringe upon the rights of others or promote illegal
activities, or reflect negatively on our brands; (iv) use the Content for your Player NFT in
movies, videos, or any other forms of media, except solely for your own personal,
non-commercial use; (v) sell, distribute for commercial gain (including, without limitation,
giving away in the hopes of eventual commercial gain), or otherwise commercialize
merchandise that includes, contains, or consists of the Content for your Player NFT; (vi)
attempt to apply for or register any trademark, copyright, or otherwise acquire additional
Intellectual Property rights in or to the Content for your Player NFT; (vii) use the Content
for your Player NFT in connection with defamatory or dishonest statements about us and/or
our Affiliates or which otherwise damage any goodwill, value, or our reputation, or
represent or imply that your exercise of the license granted to you under Section 1.2 is
endorsed by us and/or our affiliated companies; or (vii) otherwise utilize the Content for
your Player NFT for your or any third party’s commercial benefit. To the extent that Content
associated with your Player NFT contains Third-Party IP (as defined below), you understand
and agree as follows: (w) that you will not have the right to use such Third-Party IP in any
way except as incorporated in the Content, and subject to the license and restrictions
contained herein; (x) that, depending on the nature of the license granted from the owner of
the Third-Party IP, we may need to pass through additional restrictions on your ability to
use the Content and/or the Player NFT; and (y) to the extent that we inform you of such
additional restrictions in writing (email is permissible), you will be responsible for
complying with all such restrictions from the date that you receive the notice, and that
failure to do so will be deemed a breach of these Terms of Sale. All restrictions under this
Section 1.4 will survive the expiration or termination of the license granted to you in
Section 1.2.
“Intellectual Property” means any intellectual property rights belonging to us and/or
our Affiliates including, but not limited to, copyrights, trademarks, service marks, trade
names, logos, devices, signs, and associated goodwill, right of publicity, rights in
inventions and discoveries, patents, underlying software including object code and source
code, utility models, rights in designs, rights in confidential information and know-how
subsisting anywhere in the world, whether registered or not.
“Third-Party IP” means any third-party intellectual property rights including, but
not limited to copyrights, trademarks, service marks, trade names, logos, devices, signs,
and associated goodwill, right of publicity, rights in inventions and discoveries, patents,
underlying software including object code and source code, utility models, rights in
designs, rights in confidential information and know-how subsisting anywhere in the world,
whether registered or not.
1.5 Sales, Game Wallets and Transfers
(a) You have the limited right to sell and/or transfer your Player NFT through Secondary
Transactions, provided that (a) any such sale and/or transfer shall be in accordance with
applicable laws and regulations, including but not limited to restrictions under trade
regulations; (b) the transferee and/or buyer accepts all our Terms of Service and Terms of
Sale (except for Sections 2.1, 2.5 and 2.6 herein) and the transferee and/or buyer shall, by
purchasing, accepting, accessing or otherwise using the Content, be deemed to accept all our
Terms of Service and Terms of Sale (except for Sections 2.1, 2.5 and 2.6 herein); (c) you,
as the seller and/or transferor, provide notice to the buyer and/or transferee of the Terms
of Sale and Terms of Service including link(s) or other methods by which the Terms of Sale
and Terms of Service can be accessed by the buyer and/or transferee; (d) you, as the seller
and/or transferor have not breached the Terms of Service and Terms of Sale before the sale
or transfer; and (e) your license, as the seller and/or transferor, to the Player NFT has
not been terminated before the sale or transfer. Any purported transfer not in compliance
with this Section 1.5 shall be null and void.
(b) If you choose to list a Player NFT for sale to another User in the Marketplace, such
sale will be subject to our Terms of Sale current at the time that the sale is completed,
including but not limited to the fees described in these Terms of Sale. You, as the seller
of a Player NFT, shall receive Super Coins as proceeds of the sale. For the avoidance of
doubt, you will not be entitled to receive money, cryptocurrency, or any form of digital
currency, credit, or value other than Super Coins for the sale of your Player NFT. The use
of Super Coins is set forth and governed by the Terms of Service. You will be allowed to
purchase Player NFTs with the Super Coins that you acquire through the Player NFT
Marketplace.
1.6 Compliance
You acknowledge and understand that the creation, sale, offering, use, and exchange of
Player NFTs is a developing and evolving industry and may be subject to new or evolving
legal and regulatory requirements or scrutiny, including those pertaining to taxation,
securities, and consumer protection laws. You recognize and acknowledge that any products or
services provided by us or our Affiliates may be subject to change or modification based on
changes, clarifications, or evolution of existing laws or regulations. Such changes may
include suspension or termination of the Services without compensation or recourse. You
recognize and acknowledge that you are responsible for complying with all applicable laws,
rules, and regulations and that neither we nor our Affiliates can or will provide legal or
tax advice with respect to such laws, rules, and regulations.
1.7 Termination and Consequences
The license granted in Section 1.2 above applies only to the extent that you rightfully and
lawfully purchased or acquired the Player NFT and you continue to own the applicable Player
NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of
your Player NFT for any reason, the license granted in Section 1.2 to you will immediately
expire with respect to that Player NFT without the requirement of notice, and you will have
no further rights in or to the Content for that Player NFT. The license granted in Section
1.2 will also automatically terminate, with all rights returning to us if: (a) you breach
any of the Terms of Service and Terms of Sale which shall include, without limit,
transferring, selling, donating or otherwise disposing of the Player NFT in a way not
allowed specifically under the Terms of Service and Terms of Sale; (b) you engage in any
unlawful business practice related to the Player NFT, (c) you initiate any legal actions,
except an arbitration as specifically provided in the Terms of Service, against us or our
Affiliates, and each of their respective officers, directors, members, affiliates, agents,
attorneys, and employees (“Our Parties”); (d) you disparage any of Our Parties, our
brands
or products; or (e) if other circumstances occur which would make it unreasonable for us to
remain bound to these Terms of Sale until the next regular effective date of termination. In
case you did not rightfully and lawfully purchase or acquire a Player NFT or upon any
expiration or termination of the license granted in Section 1.2, we may disable your access
to the Content and/or deny access to any further benefits, Services or goods associated with
the unlawfully and/or unrightfully acquired Player NFT and you shall delete, remove or
otherwise destroy any backup or single digital or physical copy of the Content. Upon any
expiration, termination, discontinuation, or cancellation of the license in these Terms of
Sale, the following Sections will survive: 1.1, 1.3 - 4 and any other terms which by their
nature would be expected to survive.
1.8 Limitations
You agree that you may not bypass, obscure or remove any anti-circumvention
devices/protections or copyright management information associated with your Player NFT or
Content, which might include limitations on downloads. Except as permitted in Section 1.2,
you agree not to copy or modify your Player NFT or the Content therein. You will not remove
any watermark, or copyright management information such as the name of the artist, copyright
owner, copyright notice, watermarks or other proprietary notices on or in your Player NFT or
the Content therein.
You further agree that terms, conditions and limitations regarding the Player NFT and the
Content therein, including its future use, disposition and sharing of related revenues, may
be incorporated in a “smart contract” or other associated agreement and agree to abide by
those terms, conditions and limitations.
1.9 Representations and Warranties
You represent and warrant that in acquiring a Player NFT (through a Primary Transaction
and/or Secondary Transaction, as applicable):
(a) you are at least the age of majority in your place of residence (which is typically 18
years of age in most U.S. states) and have the legal capacity to enter into these Terms of
Sale;
(b) you have all necessary experience, resources, certificates, licenses, permits and
approvals to procure or purchase of Player NFTs applicable in your jurisdiction;
(c) you will use and interact with the Player NFTs and the Content therein only for lawful
purposes and in accordance with the Terms of Service and Terms of Sale;
(d) you will comply with all applicable laws, and as such, you will not use the Player NFTs
or the Content therein to violate any law, regulation or ordinance or any of our
Intellectual Property or other rights, or those of any third party, including but not
limited to, any right of privacy, publicity, copyright, trademark, or patent;
(e) Cuba, Iran, North Korea, Syria, the Crimea, Donetsk People’s Republic or Luhansk
People’s Republic regions of Ukraine, or any other territory that is subject to a U.S.
government embargo, or that has been designated by the U.S. government as a
“terrorist-supporting” country, or that is listed on any U.S. Government list of prohibited
or restricted parties;
(f) all information you supply is true and accurate as at the time it is given, and that any
third party digital wallet address you connect to our Sites and Service has been generated
in accordance with best practice security measures and no other party, other than you or
your authorized representative, has used, or has access to, the seed phrases, private keys
or analogous passwords required to effect transfers from, the third party digital wallet;
(g) you are not involved in any capacity in any claim, legal action, proceeding, suit,
litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are
pending or threatened) concerning NFTs; and
(h) no digital currency transferred to us as part of your purchase of a Player NFT has been
derived from any illegal or unlawful activity.
1.10 Giveaways, Promotions, Contests and Sweepstakes
From time to time, STG may offer bonus virtual items in the experience upon the occurrence
of certain events, such as a holiday. Such giveaways may be limited in time or require Users
to take an action such as engaging with the app on a specified date to receive the bonus.
Receipt of such bonuses is limited to valid and eligible accounts and any other limitations
stated at the time of the announcement and contingent on taking any such action or redeeming
the bonus in the manner and time period specified. In addition, the client may offer other
promotions, sweepstakes or contests with the opportunity to win a prize. The official rules
applicable to any such promotion, sweepstakes or contest will be announced at the time of
offer and all obligations must be met to be entered for the opportunity to be selected to
receive an announced prize. The decision to offer any giveaway, promotion, contest or
sweepstakes is solely in the discretion of STG and its Affiliates and all decisions
regarding the conduct of any giveaway, promotion, contest or sweepstakes will be final. By
participating in any giveaway, promotion, contest or sweepstakes, you agree to the
provisions of this paragraph and any official rules announced.
1.11 KYC Requirements
In order to make certain purchases, we have the right to require you to satisfy our
applicable cryptocurrency KYC (including KYW and AML) requirements (as determined in our or
our Service Providers’ sole and absolute discretion), including the right to require you to
provide us or our KYC processors with information and documentation to satisfy such
requirements. In the event we forward your information and documentation to a third-party
KYC processor, such actions shall be completed with and subject to their terms. We are not
responsible for any acts or omissions by any third-party providers to our Sites or Services,
including any KYC processors.
1.12 DISCLAIMERS
ALL PLAYER NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE
FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF
COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT ANY OF THE PLAYER NFTS WILL
MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE
MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR
RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLAYER NFTS.
WE (INCLUDING, OUR AFFILIATES) 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 THE PLAYER NFTS,
INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY
COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN
USING OUR SITES AND/OR SERVICES, INCLUDING FAILURES TO EXECUTE PURCHASES, HOWEVER CAUSED;
(II) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR
MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE, INTERNET FAILURE, OR DATA LOSS; (III)
CORRUPTED CRYPTOCURRENCY DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO PLAYER NFTS; OR
(V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF
VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK
UNDERLYING THE PLAYER NFTS.
NFTS ARE INTANGIBLE VIRTUAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD
MAINTAINED IN THE BLOCKCHAIN. WE DO NOT GUARANTEE THAT WE OR OUR SERVICE PROVIDERS CAN
EFFECTUATE THE TRANSFER OF TITLE OR RIGHT IN ANY PLAYER NFT. YOU BEAR FULL RESPONSIBILITY
FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH OUR
SITES AND/OR SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WE
MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON OUR SITES OR ANY
PURPORTED SECONDARY TRANSACTIONS.
WE (INCLUDING, OUR AFFILIATES) ARE NOT RESPONSIBLE TO YOU FOR ANY LOSS AND TAKE NO
RESPONSIBILITY FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., DIGITAL WALLET,
CORRUPTED DIGITAL WALLET FILES, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE
PLAYER NFTS. WE ARE NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR
REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE
PLAYER NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES
AS A RESULT.
YOU ACKNOWLEDGE AND AGREE THAT OTHER THAN THE LICENSES GRANTED IN SECTION 1.2, WE DO NOT
GRANT ANY RIGHTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS,
UNDERLYING SOFTWARE, OR OTHER INTELLECTUAL PROPERTY RIGHTS, TO YOU IN THE PLAYER NFTS AND/OR
THE CONTENT THEREIN. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO US.
1.13 LIMITATION OF LIABILITY
A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE AND/OR AFFILIATES INVOLVED
IN CREATING, PRODUCING, OR DELIVERING THE PLAYER NFTS (“WE”, “US”, “OUR” FOR PURPOSES OF
THIS SECTION 1.13) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS
OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM
FAILURE OR THE COST OF SUBSTITUTE PLAYER NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OF SALE OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PLAYER
NFTS OR ACCESS THE CONTENT ASSOCIATED WITH THE PLAYER NFTS, WHETHER BASED ON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(B) TO THE MAXIMUM EXTENT PERMITTED, BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT
WILL OUR OR OUR SERVICE PROVIDERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS OF SALE OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PLAYER NFTS OR
ACCESS THE CONTENT EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(C) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
1.14 Indemnification
For your indemnification responsibilities to us, please see Section 20 of the Terms of
Service.
1.15 Assumption of Risk
You understand and agree that that there are risks related to purchasing and owning or
selling NFTs. As such, you acknowledge and accept the following:
(a) The price and liquidity of blockchain assets, including NFTs, are extremely volatile and
may be subject to large fluctuations. This may include loss of all or substantially all of
the asset’s value. We do not guarantee any value whatsoever. Fluctuations in the price of
other digital assets could materially and adversely affect NFTs (including Player NFTs),
which may also be subject to significant price volatility.
(b) Digital assets, including blockchain based assets such as the Player NFTs, are subject
to developing laws and regulations throughout the world. Regulatory changes or actions at
the state, federal, or international level may adversely affect the use, transfer, exchange,
and value of NFTs. Furthermore, NFTs are not legal tender and are not backed by the
government, by us, by our Affiliates or any other entity.
(c) Transactions involving the Player NFTs may rely on third-party platforms to perform
transactions which are outside of our control. Therefore, access to and interactions for the
Player NFTs may be limited or unavailable.
(d) We and our Affiliates do not store, send, or receive cryptocurrency assets. Any transfer
of cryptocurrency assets occur within the supporting blockchain and is not controlled by us.
Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or
accidental transactions may not be recoverable. Some transactions of the Player NFTs shall
be deemed to be made when recorded on a blockchain ledger, which is not necessarily the date
or time that you initiated the transaction.
(e) The value of NFTs may be derived from the continued willingness of market participants
to exchange fiat currency or digital assets for NFTs, which may result in the potential for
permanent and total loss of value of a particular NFT should the market for that NFT
disappear.
(f) We and our Affiliates give no assurance that the videogame for which the Player NFT
relates would be launched, or once launched, will be continued to be supported. The value of
each Player NFT we offer during one of our pre-sales and/or sales may be derived from its
usability in one of our videogames which has not yet been released. You acknowledge that
there is a risk associated with purchasing an internet based digital asset whose value is
tied to the usability in a videogame that is still in production and whose release may be
subject to changes, postponement, or cancellation for reasons outside or within our control,
and at our sole discretion. Once such videogame has been released, you further acknowledge
that there is still a risk associated with purchasing an internet based digital asset whose
value is tied to the usability in a videogame that may be subject to changes or
cancellations for reasons outside or within our control, and at our sole discretion.
(g) There are risks associated with using an internet based digital asset, including but not
limited to, the risk of hardware, software and internet connections, the risk of malicious
software introduction, risk of fraud or cyber-attack, and the risk that third parties may
obtain unauthorized access to information stored within your digital wallet. We will not be
responsible for any communication failures, disruptions, errors, distortions or delays you
may experience when conducting Player NFT transactions, however caused.
(h) You represent that you have an understanding of: (i) the functionality, usage, storage,
transmission mechanisms of token storage mechanisms, blockchain technology and
blockchain-based software sufficient for you to understand the nature and risk associated
with these transactions and the preservation of NFTs, and (ii) that upgrades to the
blockchain platforms, a hard fork, or a change in how transactions are confirmed on
blockchain platforms may have unintended, adverse effects on all blockchains using such
technologies, including without limitation, NFTs.
(i) You further understand that an NFT can be destroyed after you purchase it
(“Burned”) and
cancelled from the blockchain. You agree that neither we nor our Affiliates have any
liability to you if your Player NFT is Burned or otherwise inaccessible or not resalable.
(j) We and our Affiliates are not responsible for any Secondary Transactions between you and
a third party or for any consequences of such transaction (for example, any costs or taxes
being due with respect to such transaction), and we shall have no liability in connection
with any such transaction or its consequences.
(k) 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 NFTs, including the suitability, legality
and appropriateness of, and purchase strategies for, NFTs. You hereby assume all such risks
and you hereby agree and understand that you access and use our Sites and Services at your
own risk. For the avoidance of doubt, this Section 1.13 does not disclose all of the risks
associated with NFTs.
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2. Transaction Terms of Sale
2.1 Costs Associated with Our Sites
Our Sites and Services are currently free to use for all Users. However, all transaction
fees associated with your blockchain interactions (e.g., gas fees and royalties associated
with Secondary Transactions involving the sale or transfer of Player NFTs) are paid by you.
2.2 In Game Currency Sales
You may purchase in game currency (“Silver” and “Gold”) that will be reflected
as a balance
within the game. Silver and Gold may only be used to purchase certain virtual products or
services within the game. Sales involving the purchase or sale of Silver and Gold are
subject to the payment terms set forth in Section 2.6 below. The use of Silver and Gold are
set forth and governed by the Terms of Service.
2.3 NFT Sales
We may list NFTs for pre-sale and sale from time to time, which may stand alone or as a part
of a bundle or pack of other digital goods. Orders placed for NFTs are non-refundable,
cannot be cancelled and require payment of the purchase price at the time of purchase. We
may require you to register an account with us and create a Game Wallet in accordance with
the Terms of Service in order to purchase the Player NFTs. The purchase price of the Player
NFTs must be paid in accordance with the payment terms of Section 2.6. Title and risk of an
NFT is transferred to you upon purchase of that NFT. It is your responsibility to ensure
your Game Wallet is accurately linked. Any service provided by any of our Service Providers
is provided “AS IS.” This means that to the fullest extent permitted by law that service(s)
and all content thereon are provided on an “AS IS” basis without any warranties of any kind.
2.4 Pre-Conditions to NFT Sales
In the case of a Primary Sale, neither we nor our Affiliates will have any obligation to
transfer any Player NFT to you until we have received the purchase price paid in full for
the Player NFTs you choose to purchase. If you make a transfer to your Game Wallet, you must
make sure that the transfer is made to the correct wallet address. In the event any payment
is reversed or becomes invalid, for any reason, you agree to immediately return to us any
NFTs subject to the sale where the purchase price becomes invalid or has not been properly
transferred.
2.5 Prices
All pre-sales, sales, and prices posted on our Sites, can be changed or cancelled without
notice. We strive to display accurate price information; however, we may, on occasion, make
inadvertent typographical errors, inaccuracies, or omissions related to pricing and
availability. We reserve the right to correct any errors, inaccuracies, or omissions at any
time, and to cancel any purchases arising from such occurrences or otherwise.
2.6 Payment Terms
Terms of payment for our Sites are within the exclusive discretion of STG and our
Affiliates. All Purchases can be made using a credit card. Additionally, some purchases, as
determined by us in our sole discretion, such as the purchase of Player NFTs, can be made
with approved digital currencies (i.e., Super Coins). By entering into any transaction on
our Sites, you represent, warrant and covenant that all information you provide is true,
correct, and complete (including, without limitation, your digital wallet address or credit
card information); that any transactions submitted by you are authorized; that charges
incurred by you will be honored by your digital wallet address; that you will pay charges
incurred by you at the posted prices, including all applicable taxes and blockchain
transaction fees (per Section 2.1), if any, regardless of the amount quoted on our Sites at
the time of your purchase; and that you are the legal holder of any digital wallet, credit
card, or other payment method used to enter into any transaction on our Sites.
Acceptance and processing of payments, whether by credit card or digital currency, will be
performed by our third-party Service Provider. At the time of a transaction, you may be
required to agree to our Service Provider’s terms and conditions governing any such
payments.
If, in our sole discretion, we determine that: (i) your means of payment is not valid, (ii)
a transaction is not authorized, (iii) your means of payment cannot be processed or verified
at the time of any charge, (iv) you have otherwise used our Sites and/or Services to enter
into an improper transaction, or (v) you have not provided appropriate point of purchase or
financial disclosure documentation, we reserve the right to immediately terminate any
pending transactions, suspend your access to our Sites and Services, and terminate all of
our obligations hereunder.
2.7 Royalties
The seller and/or transferor in a Secondary Transaction selling and/or transferring a Player
NFT shall pay a royalty to us in the amount of 7.5% of the gross amount paid for the Player
NFT by the buyer and/or transferee (“Royalty Payment”). We may suspend or terminate
the
license granted under Section 1.2 herein to the Content in your Player NFT if we have a
reasonable basis for believing that you have engaged in an off-chain sale of your Player
NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of your
Player NFT without making the applicable Royalty Payment. You, and all subsequent buyers
and/or transferees, shall be responsible for paying the Royalty Payment associated with the
Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled
on-chain, off-chain, or in a combination of the foregoing.
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Sales
3.1 All Sales Are Final
Due to the immutable nature of the blockchain, all sales are final and there is no ability
to return or refund a sale.
3.2 Taxes
You agree that you are solely responsible for determining what, if any, taxes apply to your
purchase transactions through our Sites and Services and to withhold, collect, report and
remit the correct amounts of taxes to the appropriate taxing authorities (i.e., sales/use
tax, VAT, duties, tariffs, etc.). The use of crypto currencies in the purchase of a Player
NFT may trigger income tax obligations for you. If there are any, their nature, payment and
liabilities are yours alone to determine and pay.
3.3 Termination
We have the right to remove any material posted to our Sites and/or Services and to
terminate any pre-sale and/or sale in our sole discretion for any reason. You agree we are
not liable to you for any damages, cost or expenses resulting from the cancelation of any
offer, pre-sale or sale of a Player NFT for any reason.
3.4 Special Remedies
Subject to any technical limitations, we will use commercially reasonable efforts, in our
sole discretion, to correct Primary Transactions that are run incorrectly on our Sites. You
agree and understand that in the event of a fork in our blockchain, any transaction
associated with our Sites and/or Services may not be completed, may be partially completed,
incorrectly completed, or substantially delayed. We and our Affiliates are not responsible
for any loss incurred by you caused in whole or in part, directly or indirectly, by a fork
in our blockchain. You shall not seek to hold us and our Affiliates liable for any failure
to complete any of the above special remedies and we shall not be liable in all cases be
subject to the rights and protections afforded to us under these Terms of Sale.
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Questions
If you have any questions or comments regarding these Terms of Sale, please feel free to
contact us by e-mail at support@superteamgames.com.
Buyers
1.1 Purchases
We are selling Player NFTs solely for the purpose that such Player NFTs can be used in our upcoming videogame “STG Football”, and you acknowledge that you are purchasing the Player NFTs for the entertainment utility value of using them in STG Football and not to speculate on the value of the Player NFT. We do not encourage or condone speculation. These are NFTs for playing the STG Football videogame. We encourage you in the strongest possible terms to (re)read the section in the Terms of Service entitled “Valuation of Token Assets and Assumption of Risk”. When you purchase a Player NFT through a Primary Transaction or Secondary Transaction, you will have limited ownership of the Player NFT you purchased. You acknowledge and agree that while you may own the Player NFT that you rightfully and lawfully purchased through a Primary Transaction or Secondary Transaction, and such purchase or acquisition is recorded on the relevant blockchain, we (including, the applicable licensor(s)) continue to own and/or control all legal right, title and interest, and all intellectual property rights therein, in and to the artwork, design, product design, copyright, trademark, logo, animation, video, drawings, underlying code and/or other digital content (the “Content”) incorporated in and/or linked to such Player NFT. We reserve all rights in and to the Content not expressly granted to you in Section 1.2 including, without, limit the right to reproduce, create derivative works, distribute and display the Content.
1.2 License to the Content
The Player NFT is subject to a license that we have obtained from the National Football League Players Association and its affiliates (collectively “NFLPA”), National Football League Players Incorporated and its affiliates (collectively “NFLPI”), and OneTeam Partners, LLC and its affiliates (collectively, “OneTeam”). Subject to your rightful and lawful purchase or acquisition of the Player NFT and, your continued compliance with our Terms of Service and Terms of Sale, we grant you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Content for your Player NFT, solely for the following purposes: (i) for your own personal, non-commercial use solely as permitted within the STG Football game, or (ii) as part of our Marketplace that permits the purchase and sale of NFTs. The license to display the Content for your Player NFT, is automatically transferred with your Player NFT, solely for the purposes set forth above, and as provided below in Section 1.5. Otherwise, the license to display the Content for your Player NFT is non-transferable.
1.3 Intellectual Property Limitations
The license in Section 1.2 does not include: (i) the right to use the Player NFT or Content to create additional NFTs; (ii) the right to modify the Player NFT or Content and/or create derivative works of the Player NFT or Content; (iii) the right to, and you may not, use any of our (or the applicable licensor’s) trademarks in connection with the exercise of your license in Section 1.2. None of our trademarks (or the applicable licensor’s trademarks) are licensed to you. You may not use or attempt to register any Intellectual Property (as defined below) or other asset, including any trademarks, copyrights, domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be the same as or confusingly similar to such trademarks. The limitations in this Section 1.3 will survive the expiration or termination of the license granted in Section 1.2.
1.4 Restrictions
You agree that you may not, nor permit any third party to do or attempt to do, any of the following without our express prior written consent in each case: (i) modify, distort or perform any other change to the Content for your Player NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Content for your Player NFT as a brand or trademark or to advertise, market, or sell any of your or any third party’s product or service; (iii) use the Content for your Player NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, obscenity or otherwise infringe upon the rights of others or promote illegal activities, or reflect negatively on our brands; (iv) use the Content for your Player NFT in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content for your Player NFT; (vi) attempt to apply for or register any trademark, copyright, or otherwise acquire additional Intellectual Property rights in or to the Content for your Player NFT; (vii) use the Content for your Player NFT in connection with defamatory or dishonest statements about us and/or our Affiliates or which otherwise damage any goodwill, value, or our reputation, or represent or imply that your exercise of the license granted to you under Section 1.2 is endorsed by us and/or our affiliated companies; or (vii) otherwise utilize the Content for your Player NFT for your or any third party’s commercial benefit. To the extent that Content associated with your Player NFT contains Third-Party IP (as defined below), you understand and agree as follows: (w) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third-Party IP, we may need to pass through additional restrictions on your ability to use the Content and/or the Player NFT; and (y) to the extent that we inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms of Sale. All restrictions under this Section 1.4 will survive the expiration or termination of the license granted to you in Section 1.2.
“Intellectual Property” means any intellectual property rights belonging to us and/or our Affiliates including, but not limited to, copyrights, trademarks, service marks, trade names, logos, devices, signs, and associated goodwill, right of publicity, rights in inventions and discoveries, patents, underlying software including object code and source code, utility models, rights in designs, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.
“Third-Party IP” means any third-party intellectual property rights including, but not limited to copyrights, trademarks, service marks, trade names, logos, devices, signs, and associated goodwill, right of publicity, rights in inventions and discoveries, patents, underlying software including object code and source code, utility models, rights in designs, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.
1.5 Sales, Game Wallets and Transfers
(a) You have the limited right to sell and/or transfer your Player NFT through Secondary Transactions, provided that (a) any such sale and/or transfer shall be in accordance with applicable laws and regulations, including but not limited to restrictions under trade regulations; (b) the transferee and/or buyer accepts all our Terms of Service and Terms of Sale (except for Sections 2.1, 2.5 and 2.6 herein) and the transferee and/or buyer shall, by purchasing, accepting, accessing or otherwise using the Content, be deemed to accept all our Terms of Service and Terms of Sale (except for Sections 2.1, 2.5 and 2.6 herein); (c) you, as the seller and/or transferor, provide notice to the buyer and/or transferee of the Terms of Sale and Terms of Service including link(s) or other methods by which the Terms of Sale and Terms of Service can be accessed by the buyer and/or transferee; (d) you, as the seller and/or transferor have not breached the Terms of Service and Terms of Sale before the sale or transfer; and (e) your license, as the seller and/or transferor, to the Player NFT has not been terminated before the sale or transfer. Any purported transfer not in compliance with this Section 1.5 shall be null and void.
(b) If you choose to list a Player NFT for sale to another User in the Marketplace, such sale will be subject to our Terms of Sale current at the time that the sale is completed, including but not limited to the fees described in these Terms of Sale. You, as the seller of a Player NFT, shall receive Super Coins as proceeds of the sale. For the avoidance of doubt, you will not be entitled to receive money, cryptocurrency, or any form of digital currency, credit, or value other than Super Coins for the sale of your Player NFT. The use of Super Coins is set forth and governed by the Terms of Service. You will be allowed to purchase Player NFTs with the Super Coins that you acquire through the Player NFT Marketplace.
1.6 Compliance
You acknowledge and understand that the creation, sale, offering, use, and exchange of Player NFTs is a developing and evolving industry and may be subject to new or evolving legal and regulatory requirements or scrutiny, including those pertaining to taxation, securities, and consumer protection laws. You recognize and acknowledge that any products or services provided by us or our Affiliates may be subject to change or modification based on changes, clarifications, or evolution of existing laws or regulations. Such changes may include suspension or termination of the Services without compensation or recourse. You recognize and acknowledge that you are responsible for complying with all applicable laws, rules, and regulations and that neither we nor our Affiliates can or will provide legal or tax advice with respect to such laws, rules, and regulations.
1.7 Termination and Consequences
The license granted in Section 1.2 above applies only to the extent that you rightfully and lawfully purchased or acquired the Player NFT and you continue to own the applicable Player NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Player NFT for any reason, the license granted in Section 1.2 to you will immediately expire with respect to that Player NFT without the requirement of notice, and you will have no further rights in or to the Content for that Player NFT. The license granted in Section 1.2 will also automatically terminate, with all rights returning to us if: (a) you breach any of the Terms of Service and Terms of Sale which shall include, without limit, transferring, selling, donating or otherwise disposing of the Player NFT in a way not allowed specifically under the Terms of Service and Terms of Sale; (b) you engage in any unlawful business practice related to the Player NFT, (c) you initiate any legal actions, except an arbitration as specifically provided in the Terms of Service, against us or our Affiliates, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (“Our Parties”); (d) you disparage any of Our Parties, our brands or products; or (e) if other circumstances occur which would make it unreasonable for us to remain bound to these Terms of Sale until the next regular effective date of termination. In case you did not rightfully and lawfully purchase or acquire a Player NFT or upon any expiration or termination of the license granted in Section 1.2, we may disable your access to the Content and/or deny access to any further benefits, Services or goods associated with the unlawfully and/or unrightfully acquired Player NFT and you shall delete, remove or otherwise destroy any backup or single digital or physical copy of the Content. Upon any expiration, termination, discontinuation, or cancellation of the license in these Terms of Sale, the following Sections will survive: 1.1, 1.3 - 4 and any other terms which by their nature would be expected to survive.
1.8 Limitations
You agree that you may not bypass, obscure or remove any anti-circumvention devices/protections or copyright management information associated with your Player NFT or Content, which might include limitations on downloads. Except as permitted in Section 1.2, you agree not to copy or modify your Player NFT or the Content therein. You will not remove any watermark, or copyright management information such as the name of the artist, copyright owner, copyright notice, watermarks or other proprietary notices on or in your Player NFT or the Content therein.
You further agree that terms, conditions and limitations regarding the Player NFT and the Content therein, including its future use, disposition and sharing of related revenues, may be incorporated in a “smart contract” or other associated agreement and agree to abide by those terms, conditions and limitations.
1.9 Representations and Warranties
You represent and warrant that in acquiring a Player NFT (through a Primary Transaction and/or Secondary Transaction, as applicable):
(a) you are at least the age of majority in your place of residence (which is typically 18 years of age in most U.S. states) and have the legal capacity to enter into these Terms of Sale;
(b) you have all necessary experience, resources, certificates, licenses, permits and approvals to procure or purchase of Player NFTs applicable in your jurisdiction;
(c) you will use and interact with the Player NFTs and the Content therein only for lawful purposes and in accordance with the Terms of Service and Terms of Sale;
(d) you will comply with all applicable laws, and as such, you will not use the Player NFTs or the Content therein to violate any law, regulation or ordinance or any of our Intellectual Property or other rights, or those of any third party, including but not limited to, any right of privacy, publicity, copyright, trademark, or patent;
(e) Cuba, Iran, North Korea, Syria, the Crimea, Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country, or that is listed on any U.S. Government list of prohibited or restricted parties;
(f) all information you supply is true and accurate as at the time it is given, and that any third party digital wallet address you connect to our Sites and Service has been generated in accordance with best practice security measures and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the third party digital wallet;
(g) you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning NFTs; and
(h) no digital currency transferred to us as part of your purchase of a Player NFT has been derived from any illegal or unlawful activity.
1.10 Giveaways, Promotions, Contests and Sweepstakes
From time to time, STG may offer bonus virtual items in the experience upon the occurrence of certain events, such as a holiday. Such giveaways may be limited in time or require Users to take an action such as engaging with the app on a specified date to receive the bonus. Receipt of such bonuses is limited to valid and eligible accounts and any other limitations stated at the time of the announcement and contingent on taking any such action or redeeming the bonus in the manner and time period specified. In addition, the client may offer other promotions, sweepstakes or contests with the opportunity to win a prize. The official rules applicable to any such promotion, sweepstakes or contest will be announced at the time of offer and all obligations must be met to be entered for the opportunity to be selected to receive an announced prize. The decision to offer any giveaway, promotion, contest or sweepstakes is solely in the discretion of STG and its Affiliates and all decisions regarding the conduct of any giveaway, promotion, contest or sweepstakes will be final. By participating in any giveaway, promotion, contest or sweepstakes, you agree to the provisions of this paragraph and any official rules announced.
1.11 KYC Requirements
In order to make certain purchases, we have the right to require you to satisfy our applicable cryptocurrency KYC (including KYW and AML) requirements (as determined in our or our Service Providers’ sole and absolute discretion), including the right to require you to provide us or our KYC processors with information and documentation to satisfy such requirements. In the event we forward your information and documentation to a third-party KYC processor, such actions shall be completed with and subject to their terms. We are not responsible for any acts or omissions by any third-party providers to our Sites or Services, including any KYC processors.
1.12 DISCLAIMERS
ALL PLAYER NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT ANY OF THE PLAYER NFTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLAYER NFTS.
WE (INCLUDING, OUR AFFILIATES) 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 THE PLAYER NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING OUR SITES AND/OR SERVICES, INCLUDING FAILURES TO EXECUTE PURCHASES, HOWEVER CAUSED; (II) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE, INTERNET FAILURE, OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO PLAYER NFTS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE PLAYER NFTS.
NFTS ARE INTANGIBLE VIRTUAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. WE DO NOT GUARANTEE THAT WE OR OUR SERVICE PROVIDERS CAN EFFECTUATE THE TRANSFER OF TITLE OR RIGHT IN ANY PLAYER NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH OUR SITES AND/OR SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON OUR SITES OR ANY PURPORTED SECONDARY TRANSACTIONS.
WE (INCLUDING, OUR AFFILIATES) ARE NOT RESPONSIBLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., DIGITAL WALLET, CORRUPTED DIGITAL WALLET FILES, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE PLAYER NFTS. WE ARE NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE PLAYER NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
YOU ACKNOWLEDGE AND AGREE THAT OTHER THAN THE LICENSES GRANTED IN SECTION 1.2, WE DO NOT GRANT ANY RIGHTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS, UNDERLYING SOFTWARE, OR OTHER INTELLECTUAL PROPERTY RIGHTS, TO YOU IN THE PLAYER NFTS AND/OR THE CONTENT THEREIN. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO US.
1.13 LIMITATION OF LIABILITY
A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE AND/OR AFFILIATES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLAYER NFTS (“WE”, “US”, “OUR” FOR PURPOSES OF THIS SECTION 1.13) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PLAYER NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PLAYER NFTS OR ACCESS THE CONTENT ASSOCIATED WITH THE PLAYER NFTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(B) TO THE MAXIMUM EXTENT PERMITTED, BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL OUR OR OUR SERVICE PROVIDERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PLAYER NFTS OR ACCESS THE CONTENT EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(C) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
1.14 Indemnification
For your indemnification responsibilities to us, please see Section 20 of the Terms of Service.
1.15 Assumption of Risk
You understand and agree that that there are risks related to purchasing and owning or selling NFTs. As such, you acknowledge and accept the following:
(a) The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations. This may include loss of all or substantially all of the asset’s value. We do not guarantee any value whatsoever. Fluctuations in the price of other digital assets could materially and adversely affect NFTs (including Player NFTs), which may also be subject to significant price volatility.
(b) Digital assets, including blockchain based assets such as the Player NFTs, are subject to developing laws and regulations throughout the world. Regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. Furthermore, NFTs are not legal tender and are not backed by the government, by us, by our Affiliates or any other entity.
(c) Transactions involving the Player NFTs may rely on third-party platforms to perform transactions which are outside of our control. Therefore, access to and interactions for the Player NFTs may be limited or unavailable.
(d) We and our Affiliates do not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occur within the supporting blockchain and is not controlled by us. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Player NFTs shall be deemed to be made when recorded on a blockchain ledger, which is not necessarily the date or time that you initiated the transaction.
(e) The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear.
(f) We and our Affiliates give no assurance that the videogame for which the Player NFT relates would be launched, or once launched, will be continued to be supported. The value of each Player NFT we offer during one of our pre-sales and/or sales may be derived from its usability in one of our videogames which has not yet been released. You acknowledge that there is a risk associated with purchasing an internet based digital asset whose value is tied to the usability in a videogame that is still in production and whose release may be subject to changes, postponement, or cancellation for reasons outside or within our control, and at our sole discretion. Once such videogame has been released, you further acknowledge that there is still a risk associated with purchasing an internet based digital asset whose value is tied to the usability in a videogame that may be subject to changes or cancellations for reasons outside or within our control, and at our sole discretion.
(g) There are risks associated with using an internet based digital asset, including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, risk of fraud or cyber-attack, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. We will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when conducting Player NFT transactions, however caused.
(h) You represent that you have an understanding of: (i) the functionality, usage, storage, transmission mechanisms of token storage mechanisms, blockchain technology and blockchain-based software sufficient for you to understand the nature and risk associated with these transactions and the preservation of NFTs, and (ii) that upgrades to the blockchain platforms, a hard fork, or a change in how transactions are confirmed on blockchain platforms may have unintended, adverse effects on all blockchains using such technologies, including without limitation, NFTs.
(i) You further understand that an NFT can be destroyed after you purchase it (“Burned”) and cancelled from the blockchain. You agree that neither we nor our Affiliates have any liability to you if your Player NFT is Burned or otherwise inaccessible or not resalable.
(j) We and our Affiliates are not responsible for any Secondary Transactions between you and a third party or for any consequences of such transaction (for example, any costs or taxes being due with respect to such transaction), and we shall have no liability in connection with any such transaction or its consequences.
(k) 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 NFTs, including the suitability, legality and appropriateness of, and purchase strategies for, NFTs. You hereby assume all such risks and you hereby agree and understand that you access and use our Sites and Services at your own risk. For the avoidance of doubt, this Section 1.13 does not disclose all of the risks associated with NFTs.
2. Transaction Terms of Sale
2.1 Costs Associated with Our Sites
Our Sites and Services are currently free to use for all Users. However, all transaction fees associated with your blockchain interactions (e.g., gas fees and royalties associated with Secondary Transactions involving the sale or transfer of Player NFTs) are paid by you.
2.2 In Game Currency Sales
You may purchase in game currency (“Silver” and “Gold”) that will be reflected as a balance within the game. Silver and Gold may only be used to purchase certain virtual products or services within the game. Sales involving the purchase or sale of Silver and Gold are subject to the payment terms set forth in Section 2.6 below. The use of Silver and Gold are set forth and governed by the Terms of Service.
2.3 NFT Sales
We may list NFTs for pre-sale and sale from time to time, which may stand alone or as a part of a bundle or pack of other digital goods. Orders placed for NFTs are non-refundable, cannot be cancelled and require payment of the purchase price at the time of purchase. We may require you to register an account with us and create a Game Wallet in accordance with the Terms of Service in order to purchase the Player NFTs. The purchase price of the Player NFTs must be paid in accordance with the payment terms of Section 2.6. Title and risk of an NFT is transferred to you upon purchase of that NFT. It is your responsibility to ensure your Game Wallet is accurately linked. Any service provided by any of our Service Providers is provided “AS IS.” This means that to the fullest extent permitted by law that service(s) and all content thereon are provided on an “AS IS” basis without any warranties of any kind.
2.4 Pre-Conditions to NFT Sales
In the case of a Primary Sale, neither we nor our Affiliates will have any obligation to transfer any Player NFT to you until we have received the purchase price paid in full for the Player NFTs you choose to purchase. If you make a transfer to your Game Wallet, you must make sure that the transfer is made to the correct wallet address. In the event any payment is reversed or becomes invalid, for any reason, you agree to immediately return to us any NFTs subject to the sale where the purchase price becomes invalid or has not been properly transferred.
2.5 Prices
All pre-sales, sales, and prices posted on our Sites, can be changed or cancelled without notice. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time, and to cancel any purchases arising from such occurrences or otherwise.
2.6 Payment Terms
Terms of payment for our Sites are within the exclusive discretion of STG and our Affiliates. All Purchases can be made using a credit card. Additionally, some purchases, as determined by us in our sole discretion, such as the purchase of Player NFTs, can be made with approved digital currencies (i.e., Super Coins). By entering into any transaction on our Sites, you represent, warrant and covenant that all information you provide is true, correct, and complete (including, without limitation, your digital wallet address or credit card information); that any transactions submitted by you are authorized; that charges incurred by you will be honored by your digital wallet address; that you will pay charges incurred by you at the posted prices, including all applicable taxes and blockchain transaction fees (per Section 2.1), if any, regardless of the amount quoted on our Sites at the time of your purchase; and that you are the legal holder of any digital wallet, credit card, or other payment method used to enter into any transaction on our Sites.
Acceptance and processing of payments, whether by credit card or digital currency, will be performed by our third-party Service Provider. At the time of a transaction, you may be required to agree to our Service Provider’s terms and conditions governing any such payments.
If, in our sole discretion, we determine that: (i) your means of payment is not valid, (ii) a transaction is not authorized, (iii) your means of payment cannot be processed or verified at the time of any charge, (iv) you have otherwise used our Sites and/or Services to enter into an improper transaction, or (v) you have not provided appropriate point of purchase or financial disclosure documentation, we reserve the right to immediately terminate any pending transactions, suspend your access to our Sites and Services, and terminate all of our obligations hereunder.
2.7 Royalties
The seller and/or transferor in a Secondary Transaction selling and/or transferring a Player NFT shall pay a royalty to us in the amount of 7.5% of the gross amount paid for the Player NFT by the buyer and/or transferee (“Royalty Payment”). We may suspend or terminate the license granted under Section 1.2 herein to the Content in your Player NFT if we have a reasonable basis for believing that you have engaged in an off-chain sale of your Player NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of your Player NFT without making the applicable Royalty Payment. You, and all subsequent buyers and/or transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
Sales
3.1 All Sales Are Final
Due to the immutable nature of the blockchain, all sales are final and there is no ability to return or refund a sale.
3.2 Taxes
You agree that you are solely responsible for determining what, if any, taxes apply to your purchase transactions through our Sites and Services and to withhold, collect, report and remit the correct amounts of taxes to the appropriate taxing authorities (i.e., sales/use tax, VAT, duties, tariffs, etc.). The use of crypto currencies in the purchase of a Player NFT may trigger income tax obligations for you. If there are any, their nature, payment and liabilities are yours alone to determine and pay.
3.3 Termination
We have the right to remove any material posted to our Sites and/or Services and to terminate any pre-sale and/or sale in our sole discretion for any reason. You agree we are not liable to you for any damages, cost or expenses resulting from the cancelation of any offer, pre-sale or sale of a Player NFT for any reason.
3.4 Special Remedies
Subject to any technical limitations, we will use commercially reasonable efforts, in our sole discretion, to correct Primary Transactions that are run incorrectly on our Sites. You agree and understand that in the event of a fork in our blockchain, any transaction associated with our Sites and/or Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. We and our Affiliates are not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a fork in our blockchain. You shall not seek to hold us and our Affiliates liable for any failure to complete any of the above special remedies and we shall not be liable in all cases be subject to the rights and protections afforded to us under these Terms of Sale.
Questions
If you have any questions or comments regarding these Terms of Sale, please feel free to contact us by e-mail at support@superteamgames.com.