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DIGITAL COLLECTIBLE TERMS
Updated: April 21, 2022
These Digital Collectible Terms (“Terms”) set forth the terms and conditions
applicable to Digital Collectibles (as defined below) made available by RTFKT,
Inc. (“RTFKT”) by any means, whether through one or more websites, mobile
applications or other platforms (“Platform”) operated by or on behalf of RTFKT
or by “airdrop” or other delivery mechanism. By acquiring, accepting, using or
transferring any non-fungible blockchain-based digital token (“NFT”) made
available by RTFKT, or by using any related Digital Collectible or Related
Content (as defined below) for any purpose, you agree to be bound by these
Terms.
1. Digital Collectibles.
Each NFT made available by RTFKT 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 and the license rights granted
pursuant to these Terms with respect to the Related Content. All licenses
under these Terms are granted to the person with direct control over the
NFT associated with the applicable Digital Collectible (the “Holder”) and
are, therefore, granted to you only for so long as you are the Holder of
that NFT.
2. General License.
Subject to your compliance with these Terms, RTFKT grants you a limited,
personal, non-exclusive, non-sublicensable, worldwide license under any
copyright owned by RTFKT in any Related Content to display and perform the
Related Content for non-commercial, personal use.
3. Licenses Applicable Only to Specific Digital Collectibles.
1. Third Party Rights Owners.
If the description of the applicable Digital Collectible that is
embedded in the metadata for the applicable NFT (“Embedded
Description”) expressly states that all or any portion of the Related
Content for that Digital Collectible is owned and directly licensed to
you by a person or entity other than RTFKT (a “Third Party Rights
Owner”) then such Third Party Rights Owner, not RTFKT, grants you a
limited, personal, non-exclusive, non-sublicensable, worldwide license
under any copyright owned by the Third Party Rights Owner in the
applicable Related Content to display and perform the Related Content
for non-commercial, personal use. RTFKT or any applicable Third Party
Rights Owner may be referred to herein as a “Rights Owner”.
2. Modifiable Digital Collectibles.
If the Embedded Description expressly states that the Related Content
for that Digital Collectible is modifiable (any such Digital
Collectible, a “Modifiable Digital Collectible”), then in addition to
any other license rights hereunder the Rights Owner grants you a
limited, personal, non-exclusive, non-sublicensable, worldwide license
under any copyright owned by the Rights Owner in the Related Content to
copy and modify the Related Content associated with the Modifiable
Digital Collectible (as modified, “Modified Content”) and to display
and perform the Modified Content for non-commercial, personal use. For
avoidance of doubt, except as expressly set forth in this Section 3.2
with respect solely to Related Consent associated with a Modifiable
Digital Collectible, no right to copy or modify any Digital Collectible
is granted pursuant to these Terms.
3. Commercial Use License Eligibility.
If the Embedded Description expressly states that commercial use rights
may be obtained for that the particular Digital Collectible, you are
eligible to obtain a license to use the Related Content associated with
that Digital Collectible for limited commercial use pursuant to the
then-current terms made available by RTFKT (the “Commercial Use
License”). In order to obtain the Commercial Use License you must
create an account with RTFKT through the Platform and agree to the
relevant terms and conditions for the account and the Commercial Use
License. For avoidance of doubt, no Commercial Use License is granted
pursuant to these Terms.
4. Platform Eligible Digital Collectibles.
If the Embedded Description expressly states that the particular
Digital Collectible has other, specified use on the Platform or one or
more specified or unspecified third party platforms or services (any
such Digital Collectible, a “Platform Eligible Digital Collectible”)
then, subject to the functionality being enabled and properly operating
on the applicable platform or service (each, an “Enabled Platform”) and
your successful completion of any registration or verification
requirements on the Enabled Platform, the Platform Eligible Digital
Collectible may be used for specific purposes, or to enable specific
features or functions, on the Enabled Platform (“Platform Features”).
For example, if a Platform Eligible Digital Collectible is described as
“wearable”, the Platform Feature may permit you to modify or supplement
the appearance of an avatar or character on an Enabled Platform. To the
extent necessary to enable the applicable Platform Feature, the Rights
Owner for the applicable Related Content will have granted the operator
of the Enabled Platform the right to use the Related Content and create
derivative works of the Related Content to make the Platform Features
available to the Holder of the applicable NFT. In addition to any other
license rights hereunder, the Rights Owner grants you a limited,
personal, non-exclusive, non-sublicensable, worldwide license under any
copyright owned by the Rights Owner in the Related Content to make the
Related Content (or applicable portion thereof) available to an Enabled
Platform and to use the Related Content (or applicable portion thereof)
on an Enabled Platform for personal, non-commercial use in the manner
authorized by the Rights Owner. The use described in the Embedded
Description may be a short-hand descriptor and the terminology used to
describe the use may have a unique meaning as applied to virtual,
online environments that differs from the otherwise commonly understood
meaning. None of RTFKT or any Rights Owner will have any responsibility
or liability for the function or operation of any Enabled Platform.
Without limiting anything else in these Terms (including the disclaimer
in Section 16, below), RTFKT and the Rights Owners hereby expressly
disclaim any and all representations or warranties related to any use
or inability to use any Platform Eligible Digital Collectible for any
purpose, or related to any Enabled Platform, including any warranties
of merchantability or fitness for a particular purpose or that any
Enabled Platform will operate, be free of errors or defects, or meet
your expectations. The Platform Features are only available to Holders
and may be terminated in the event of any transfer by you of the
applicable NFT or other termination of your license rights hereunder.
4. No Other Licenses.
Section 2 and, if and as applicable, Section 3 set forth all of your
license rights hereunder with respect to any Related Content. There are no
other license rights, whether express or implied, with respect to any of
the Related 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 the applicable Rights Owner. 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. copy any Related Content (other than temporary copies stored in short
term memory on your device for purposes of displaying or performing the
Related Content on your device), store any Related Content on any
device or computer owned or controlled by you, or modify or create any
derivative works of any Related Content except solely as expressly
permitted pursuant to the license grant in Section 3.2 with respect to
Related Content associated with Modifiable Digital Collectibles;
c. grant any sublicense of any license rights herein;
d. delete, remove or obscure any trademark notice, copyright notice or
other intellectual property notice in any Related Content;
e. 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;
f. reverse engineer, decompile or attempt to discover the source code for
any NFT or Related Content except to the extent that applicable law
permits you to do so notwithstanding this prohibition; or
g. use any Related Content in any manner not expressly authorized herein
or exercise any license rights herein in any manner that violates
applicable law.
5. Proprietary Rights.
The Rights Owners retain all right, title and interest in the Related
Content and all copyright or other intellectual property rights in any
Related Content. Except for the license rights expressly granted in
Sections 2 or 3, above, you do not have and will not have any right, title
or interest in or to any Related Content. Without limiting the foregoing,
the Related 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.
6. Ownership of Modified Content.
For any Modifiable Digital Collectible, you will own the copyright in any
newly created works of authorship created by you as part of any Modified
Content, subject to the Rights Owner’s ownership of the underlying Related
Content and any copyright or other intellectual property right therein. To
the extent that the Modified Content continues to incorporate or include
any Related Content or is otherwise a derivative work of any Related
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 Related Content or Modified Content.
7. Covenant.
You understand that RTFKT, Third Party Rights Owners and their respective
Affiliates will continue to further modify and develop on any Related
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 Third Party Rights Owner, any Affiliate of RTFKT or
any Third Party Rights Owner 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.
8. Certain Other Terms.
1. Forgeable Digital Collectibles.
If the description of the applicable Digital Collectible on the
Platform expressly states that the particular Digital Collectible can
be “forged,” is “forging-eligible,” or “forgeable” (any such Digital
Collectible, a “Forgeable Digital Collectible”) then a physical item
may be made available to the Holder of the NFT for the Digital
Collectible at a time determined at RTFKT’s sole discretion and subject
to the Holder’s agreement to RTFKT’s Forging Terms on
https://rtfkt.com/legal-overviewand satisfaction of any eligibility
requirements and conditions set forth in the Forging Terms as well as
any other conditions for claiming or obtaining the physical item as
communicated by RFTKT from time to time.
2. Prohibitions on Fractionalization.
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 Related Content from the NFT with
which it is associated to form the Digital Collectible, or
c. use any Related Content or Modified Content to create, sell or
attempt to create or sell any new cryptographic token.
3. Exchanging NFTs.
If, in connection with the use or administration of any Digital
Collectible, the verification of license or other rights with respect
to any Related Content or any Additional Benefit, or other purpose,
RTFKT request that you transfer the NFT associated with a Digital
Collectible to RTFKT or a third party designated by RTFKT in exchange
for a substitute NFT and you make such transfer, then such substitute
NFT will thereafter be deemed to be and treated as the NFT associated
with the Digital Collectible for all purposes under these Terms. If
multiple NFTs are issued as substitutes, then each such NFT will be
treated as the NFT associated with the Digital Collectible under these
Terms for the specific purpose that each such NFT has been issued.
9. Transfers.
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;
and
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.
d. After such transfer, your right to display and perform the Related
Content and all other license rights under these Terms (including for
avoidance of doubt, if applicable, any Commercial Use License) will
immediately terminate (without the requirement of notice).
10. Transfer Fee.
Upon transfer of any NFT, in consideration of the transfer of the license
rights set forth in these Terms, the ongoing hosting of any Related Content
and any other services related to the transfer of the NFT and
administration of the associated Digital Collectible, 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
https://rtfkt.com/legal-3C (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. If you have any questions
about how to pay the Transfer Fee or where to send a payment, contact RTFKT
at hello@rtfkt.com
11. Digital Collectible not a Security.
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.
12. Compliance with Marketing Guidelines.
You will comply with any NFT issuance or marketing policy that RTFKT may
provide to you or post at https://rtfkt.com/legal-3B as updated from time
to time.
13. Additional Benefits.
From time to time at their discretion, RTFKT or third parties may make
additional content, products, services 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, Related Content. Any physical item provided as an Additional
Benefit is not part of the Related 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. Unless otherwise agreed
pursuant to a binding agreement between you and the provider of an
Additional Benefit, any Additional Benefit may be suspended or terminated
at any time for any or no reason, including without limitation upon
transfer by you of the applicable NFT or termination of any license rights
pursuant to Section 19 of these Terms.
14. Third Party Infrastructure and Services.
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 Platform,
e. any Enabled Platform or 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.
15. Indemnification.
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 Related Content,
b. your ownership or transfer of any NFT, or
c. exercise of any license rights hereunder by you.
16. DISCLAIMER OF WARRANTIES.
RTFKT, THIRD PARTY RIGHTS OWNERS, AND THEIR RESPECTIVE AFFILIATES MAKE
DIGITAL COLLECTIBLES, NFTS AND RELATED 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.
17. DISCLAIMER OF DAMAGES.
IN NO EVENT WILL RTFKT, ANY THIRD PARTY RIGHTS OWNER OR THEIR RESPECTIVE
AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER
NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR
DAMAGES.
18. LIMITATION OF LIABILITY.
THE MAXIMUM AGGREGATE LIABILITY OF RTFKT ANY THIRD PARTY RIGHTS OWNER AND
THEIR RESPECTIVE AFFILIATES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.
19. Termination of License Rights.
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 Related 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 Related Content. RTFKT may disable MetaMask or similar functionality
for the affected Related Content, prohibit any Enabled Platform from
providing Platform Features, prohibit any other platform or service from
retrieving or rendering any such Related Content in connection with the
services they provide and take other steps to prevent unauthorized use of
any Related 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.
20. Additional Terms.
These Terms supplement any additional terms and conditions in any
information or materials provided with any Related 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 or any other Rights Owner 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, Related Content or Digital Collectible.
21. Governing Law and Jurisdiction.
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.
22. Miscellaneous.
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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