Outerverse Passport Terms of Use

Product Specific Terms: Outerverse Passport Purpose of the Passport These product-specific terms (“Terms”) apply to all Outerverse Passports and Outerverse Passport associated activities offered by Outside Interactive, Inc. (“Outside”) through any of its websites (the “Site”). These Terms, as part of the Outside Terms of Use (https://www.outsideinc.com/terms-of-use/, are a legally binding agreement by and between Outside and the initial acquirer, and between Outside and any person who subsequently acquires lawful possession, whether through purchase or other means, of this Outerverse Passport, (“you” or “Holder”, and such lawful possession referred to as “holding”). The Outerverse Passport is a non-fungible cryptographic token (“NFT”) that, as of its genesis issuance, is linked to a set of associated images, art, or graphics (collectively, the “NFT Content”) and which provides a digital pass to Benefits (as defined below) that are offered by Outside or its partners (“Partners”). After completing the purchase process using the functionality of the Site, Holder will have the ability to “mint” the passport. A “Primary Transaction” means a transaction facilitated through the Site in which an Outerverse Passport is first sold, while a “Secondary Transaction” means any transaction in which an Outerverse Passport is sold by one holder to another or is otherwise transferred in any manner that is not a Primary Transaction. Acceptance of these Terms By (i) purchasing or otherwise acquiring an Outerverse Passport, whether through a Primary Transaction or a Secondary Transaction, (ii) holding and using or demonstrating exclusive dominion and control over an Outerverse Passport, or (iii) using the NFT Content, as applicable, you acknowledge that you have carefully read and agree to the Terms, which are incorporated as part of and subject to the Outside Terms of Use, which you can access at https://www.outsideinc.com/terms-of-use. All Secondary Transactions of Outerverse Passports are subject to the following terms: (a) the Outerverse Passport transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Outerverse Passport or NFT Content, be deemed to accept all of the terms of this Agreement as a “Holder” hereof; and (b) the Outerverse Passport transferor (the “Transferor”) shall provide notice to the Transferee of these Terms, including a link or other method by which these Terms shall be accessible by the Transferee. Ownership of Outerverse Passport (a) When Holder acquires an Outerverse Passport, Holder owns all personal property rights to that Outerverse Passport (e.g., the right to freely sell, transfer, or otherwise dispose of that Outerverse Passport, subject to the section titled “Revenue Sharing upon Primary Sale and Resale of the Passport” below). Such rights, however, do not include the ownership of the Intellectual Property Rights (defined below) in the NFT Content (which are licensed pursuant to the section herein titled “NFT Content License”). (b) You represent and warrant that you will not transfer an Outerverse Passport in any Secondary Transaction (as defined below) to a Transferee that is (i) located in a country 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 is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). NFT Content License (a) License Grant. If you acquire an Outerverse Passport, Outside hereby grants to you, for so long as you hold the Outerverse Passport (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the NFT Content linked with the acquired Outerverse Passport solely for the following purposes: (i) for your own personal, non-commercial use; (ii) efforts to sell or otherwise transfer the associated Outerverse Passport consistent with the ownership of it (e.g., posting the NFT Content on a sales listing on an NFT marketplace); and (iii) as part of a third party offering compatible with the purchased Outerverse Passport in the normal course of the permitted end-use of such offering. The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the Outerverse Passport. Holder may not make any other commercial use of the NFT Content. Without limiting the generality of the foregoing statement, this means that the Holder may not create any products or derivative works, provide services or otherwise exploit any of the Intellectual Property Rights associated with the Outerverse Passport or the NFT Content. (b) Rewards and Benefits. The owner of the Outerverse Passport may receive special rewards, experiences or opportunities (“Benefits”) offered by Outside or a Partner from time to time after the Passport and/or individual NFTs are first made available for sale by Outerverse. We do not make any representation or guarantee that you will receive any particular Benefit as a result of owning the Passport or any individual NFT. Partners are responsible for the awarding and administration of the specific Benefits that Partners offer in connection with an Outerverse Passport, including, but not limited to (i) acquiring any services or materials needed in connection with the Benefits offered to Holders; and (ii) the costs and compliance for administering the Benefits. Outside reserves the right to restrict, limit or deny any Benefit to any Holder, including to limit the quantity or period of time that the Benefit is available, for any reason and at any time. Benefits are not intended to be an endorsement of any product, project, experience, brand, etc., and Outside makes no recommendation, nor do we provide any investment advice in connection with any Benefit or otherwise as a result of holding or owning the Outerverse Passport or any individual NFT. As an additional benefit, every initial Passport holder will also receive a 3-year O+ membership. Membership is non-transferable, non-refundable and limited to one membership per passport holder, regardless of how many passports are purchased. For passports purchased via Smart Media Labs, passport owner must use email link and sign up for O+ subscription at outsideinc.com to redeem O+ offer. Reservation of Rights; Restrictions All rights in and to the NFT Content not expressly provided for in this Agreement are hereby reserved by Outside. The NFT Content is licensed to Holders, not sold. Outside owns and will retain all title, interest, ownership rights and Intellectual Property Rights in and to the NFT Content. As between Outside and you, Outside and its “Licensors” (those creators or third parties who license NFT Content to outside for incorporation into the Outerverse Passport) own and will retain all title, interest, ownership rights and intellectual property rights (including but not limited to copyright rights, trademarks, trade dress, patent, or moral rights) (collectively, “Intellectual Property Rights”) in and to the NFT Content. Without limitation, Holder shall not, nor permit any third party to do or attempt to do any of the following, in each case without express prior written consent from Outside: (i) modify the NFT Content; (ii) use the NFT Content to advertise, market, or sell any product or service, or otherwise commercially exploit; (iii) attempt to register any trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the NFT Content; (iv) use the NFT Content in any other form of media, except solely for your own personal, non-commercial use for so long as you hold the Outerverse Passport; or (v) use the NFT Content for Holder’s or any third party’s commercial benefit. Payment Terms (a) Form of Payment. All sales are in U.S. dollars through credit cards issued by financial institutions approved by Outside or such other currency as set forth in the point of purchase. Sales and resale of the Outerverse Passport are dictated via smart contract (“Smart Contract”) on the Solana blockchain, subject to these Terms. (b) Third Party Payment Processors. Payments facilitated by the Site may be processed by a third-party payment processor (“Payment Processor”). Holder’s use of these Payment Processors may be subject to the separate policies, terms of use, and fees of these Payment Processors. Holder may be required to create an account with such Payment Processor, and by doing so, Holders are agreeing to comply with the Payment Processor’s terms of service. Holder may need to provide additional information to verify Holder’s identity, business and tax information and Holder’s bank information when Holder registers with the Payment Processor. If, and to the extent, Outside accepts, holds, or transmits funds in connection with Holder’s purchase, Partner agrees that we do so, on Partner's behalf, as Partner's limited agent. (c) Revenue Sharing upon Primary Sale and Resale of the Passport; Restrictions. Upon a Primary Transaction, 20% of the gross sales price shall be allocated to Outside’s chosen DEI and Sustainability Partner. Upon resale, the gross sales price shall be allocated as follows: (i) Outside shall be entitled to receive 5% of the gross amounts paid by the Transferee (the “Royalty Payment”); (ii) Outside’s chosen DEI and Sustainability Partner shall be entitled to 5% of the Royalty Payment; and (iii) the original Holder of the Outerverse Passport shall be entitled to 90% of the Royalty Payment. Notwithstanding the foregoing, additional fees may apply based on the structure of the Secondary Transaction in question and as determined by Outside in its sole discretion. Outside shall be paid the Royalty Payment on the same terms and at the same time as Transferor is paid by the Transferee, and it shall remit the appropriate amounts to its chosen DEI and Sustainability Partner and the initial Holder after receiving the Royalty Payment. Holder acknowledges and agrees that all subsequent transactions of the Outerverse Passport will be effected on the blockchain network governing the Outerverse Passport, and Holder will be required to make or receive payments exclusively through its cryptocurrency wallet. You acknowledge and agree that the amounts payable under this Section herein do not include, and are not intended to cover any additional fees, including gas fees imposed or required by the transferring platform through which you transfer the Outerverse Passport. Holder is solely responsible for determining what, if any, taxes apply to Holder’s purchase, sale, or transfer of the Outerverse Passport. Outside is not responsible for determining or paying the taxes that apply to such transactions. Further Restrictions In addition to the restrictions on the license granted from Outside to Holder in the Section titled “NFT Content License” and related to resale or transfer of the Outerverse Passport in the Section titled “Revenue Sharing upon Primary Sale and Resale of the Passport; Restrictions,” Holder shall not take any action to interfere with the operation of the Site or the Outerverse Passport, attempt to copy its underlying technology, upload other computer programs or files, or copy NFT Content. Holder agrees not to use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site or on any Outerverse Passport; or circumvent, disable, or otherwise interfere with security-related features or digital rights management functions at the Site or in connection with the Outerverse Passport; or hack, reverse engineer, or disable any technology at the Site or relating to the Outerverse Passport. Warranty Disclaimers and Assumption of Risk Regardless of the price paid for the Outerverse Passport, Holder hereby agrees and acknowledges that by participating in the distribution of Outerverse Passports, Holder is (i) not doing so with the intent or expectation of profits from any appreciation in value or otherwise from the Outerverse Passport, and (ii) receiving the Outerverse Passport with the sole intention of personal consumption and enjoyment. Neither Outside nor its Partners or Licensors make any promise that the Outerverse Passport or any Benefits have or will have a specific or any inherent value. Additionally, you represent and warrant that you: (a) 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 this agreement, (b) will use and interact with the Outerverse Passport and NFT Content only for lawful purposes and in accordance with this agreement, and (c) will not use the Outerverse Passport or NFT Content to violate any law, regulation or ordinance or any right of Outside, its Licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that you will comply with all applicable laws. THE OUTERVERSE PASSPORTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, OUTSIDE EXPLICITLY DISCLAIMS 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. OUTSIDE MAKES NO WARRANTY THAT THE OUTERVERSE PASSPORTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OUTSIDE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE OUTERVERSE PASSPORTS. OUTSIDE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE OUTERVERSE PASSPORT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SOFTWARE ERRORS, SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO OUTERVERSE PASSPORT; 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 OUTERVERSE PASSPORTS. THE OUTERVERSE PASSPORTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH OUTSIDE DOES NOT CONTROL. OUTSIDE DOES NOT GUARANTEE THAT OUTSIDE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY OUTERVERSE PASSPORT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE SITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, OUTSIDE MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SITE OR ANY PURPORTED SECONDARY TRANSACTIONS. OUTSIDE IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE OUTERVERSE PASSPORTS. OUTSIDE IS 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 OUTERVERSE PASSPORTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Termination of License to NFT Content. Your license to the NFT Content shall automatically and immediately terminate without notice, and all rights shall revert to Outside if at any time you: (i) breach any portion of this Agreement; (ii) engage in any unlawful activity related to the Outerverse Passport (including transferring the Outerverse Passport to a Prohibited Transferee); or (iii) initiate any legal actions, except an arbitration as specifically provided herein, against Outside or their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Outside Parties”). Upon any termination, discontinuation or cancellation of your license to the NFT Content, Outside may disable your access to the NFT Content and you must delete, remove, or otherwise destroy any back up or single digital or physical copy of the NFT Content. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: the Section titled “Ownership of Outerverse Passport” and Sections titled “Reservations of Rights” through “Assumption of Risk”. Assumption of Risk. Holder accepts and acknowledges all risks associated with the following: Any Benefits of any kind or in any form that you may receive or be granted as a holder of an Outerverse Passport, or any lack thereof of such Benefits. Outerverse Passports are a digital asset recorded and transferable on the Solana blockchain. Any transfer of Outerverse Passports occurs through automated processes on the Solana blockchain, which is not controlled in any capacity by Outside. Transactions in Outerverse Passports may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Outerverse Passports shall be deemed to be made when recorded on the Solana blockchain ledger, which is not necessarily the date or time that Holder initiated the transaction. 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, and the risk that third parties may obtain unauthorized access to information stored within your cryptographic wallet. Outside will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting Outerverse Passport transactions, however caused, including any gas fees paid or payable in connection therewith. Outside does not store your password, passkey, private key or other credentials needed to access the Outerverse Passports following sale and will not be able to recover such items if you should lose them. Holder should keep a copy of your password, private key or passkey in a secure location. Transactions involving the Outerverse Passports may rely on third-party platforms to perform transactions which are outside of Outside’s control.