STACK NFT SERVICE AGREEMENT
PLEASE READ THIS AGREEMENT AND THE STACK TERMS OF SERVICE (WHICH ARE INCORPORATED HEREIN) CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, INCLUDING A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRES THE SOLE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
- BLOCKCHAIN: A blockchain is a distributed database or ledger that is shared among the nodes of a computer network. As a database, a blockchain stores information electronically in a digital format. The blockchain guarantees the fidelity and security of a record of data.
- NFT: A non-fungible token (NFT) is a unique, specialized type of cryptographic token that is created via smart contract technology and is a non-interchangeable unit of data stored on a digital ledger (blockchain). NFTs may be associated with reproducible digital files such as photos, videos, and audio. NFTs use a digital ledger to provide a public certificate of authenticity or proof of ownership. An NFT represents a unique digital asset that cannot be exchanged for another type of digital asset.
- MINTING: Minting refers to the process of creating an NFT by establishing its first appearance on the blockchain or proving ownership of the digital asset.
- SMART CONTRACT: Smart contract is a self-executing code or protocol that carries out a set of instructions that is verified on a blockchain and is trustless, autonomous, decentralized, transparent, irreversible, and unmodifiable once deployed. In connection with the Services, a smart contract enables the minting process of an NFT. Stack Sports integrates with a third-party minting API to establish a smart contract. Each NFT mint by Stack NFT that you enable will be its own series within the contract.
- NEAR PROTOCOL: NEAR Protocol is a global community-run computing and storage cloud that is organized to be permissionless and economically incentivized to create a decentralized compute and data layer for the new web. Users of Stack NFT will be prompted to connect (an existing NEAR wallet) or create a new wallet on NEAR to hold their NFT on the blockchain. Users of Stack NFT will be able to link (navigate) directly from Stack NFT to their NEAR wallet through a new web browser.
- NEAR TOKEN: NEAR Token is a native Token of the NEAR Protocol that allows digital access to the functionalities of the basic infrastructure layer. The NEAR Token is a protocol token with the hybrid function of utility and settlement. It is intended that NEAR Token shall be required for the access of the functionalities of the NEAR blockchain, as well as for the interaction between participants on the NEAR platform.
A Stack NFT user who mints an NFT through the Service and associates that NFT with NEAR will have the rights to designate the specific NFT asset on the NEAR blockchain to the extent permitted under the terms of the Smart Contract under which it is minted. Once minting is complete, Stack NFT users may be permitted to distribute their NFT on a third-party marketplace or transfer the NFT between wallets outside of Stack NFT. You hereby acknowledge that Stack NFT shall not be responsible for any NFT distribution following minting of the assets, and you shall remain solely responsible for any transfer fees or royalties required to effect such transfers and shall remain solely liable for your distribution of your NFT.
Stack NFT reserves the right (but is not obligated) to monitor and remove any assets uploaded to the Stack NFT app should it become apparent to us that the asset infringes on the rights of someone else (including without limitation, a copyright or name or likeness of an identifiable third party or a trademark of a third party), or contain content that we deem to be explicit and/or offensive or violate the terms hereof or that Stack NFT has reason to believe was obtained without the proper permissions and consents. Stack NFT reserves the right to remove or restrict any assets prior to or following upload (pre-mint) and post-mint from the Stack NFT app.
You hereby acknowledge, confirm and agree that once your NFT is minted to the NEAR blockchain, it may not be changed, modified, deleted, or removed. You hereby agree that Stack NFT is only acting as a passive conduit to decorate and mint your NFT to the blockchain. Stack NFT takes no responsibility and assumes no liability for any material that you upload or for any NFT you authorize to be minted by means of the Service. You shall be solely responsible for the NFT and the consequences of minting it, publishing it, storing it, sharing it, or otherwise making it available. You hereby agree to protect, save, defend, indemnify, and hold harmless Stack NFT, Stack Sports, and its subsidiaries, their assigns, affiliates, representatives, officers, directors, shareholders, agents, employees, members, contractors, and other related persons (collectively, “Stack NFT Representatives”) from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, and/or costs whatsoever of third parties, including attorneys’ fees (“Claims”), arising out of or related to (i) release of any material prepared by you or delivered to Stack NFT, including, but not limited to, any material that results in any claim, for libel, slander, piracy, plagiarism, invasion of privacy or publicity, copyright infringement; (ii) use any trademarks marks that you do not own; (iv) your misuse of the Services; or (v) your of this Agreement.
NFT USER CONTENT
In addition to the terms set forth under the heading of “User Content” in the Stack Sports Terms of Service you hereby agree that:
Except as provided herein, we claim no copyright interest in any material that you make available to us through the Service. Such material and the NFT you create remain yours; however, by providing or sharing your material through the Service, you agree to allow us to link to your NFT or your materials on websites or services of Stack Sports. You hereby grant Stack NFT a non-exclusive, worldwide license to use (i) your materials and (ii) any other materials provided by you or on your behalf for the purposes of Stack NFT and its contractors performing their obligations under this Agreement.
You agree not to create any NFTs that contain content or materials that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content;
- may constitute or contribute to a crime or tort;
- contains any information or content that is unlawful, harmful, abusive, racially, ethnically or socially offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;
- contains any information or content that is infringing, illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets) or plagiarizes or infringes the work of another;
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contains any information or content that you know to be false or incorrect.
You will be solely responsible for your launch and use of your NFTs. You will ensure that your use and promotion or distribution or transfer of your NFTs comply with all applicable laws and regulations, including those governing digital assets and tokenized representations of assets. You shall not (i) encourage speculative behavior in connection with any NFTs created using the Service or (ii) indicate that the value of any of your NFTs is derived from or linked to your efforts or labor.
You affirm, represent, and warrant the following:
- You have the consent of each and every identifiable natural person in the materials you provide to us, if any, to use such person’s name, information, or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You have obtained and are solely responsible for obtaining all consents as may be required by law to provide any materials relating to third parties.
- Your materials and the use thereof by Stack NFT as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property or privacy rights.
- Stack NFT may exercise the rights granted under this Agreement without liability for payment of any residuals, payments, fees, or royalties payable under any agreement or otherwise.
NFT USER CONTENT LICENSE GRANT
By providing or otherwise making available any material on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Stack NFT a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such material and your name, voice, and/or likeness as contained in your material, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and the business of Stack Sports (and its successors and affiliates), including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, including on any blockchain.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STACK NFT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, STACK NFT, STACK SPORTS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
The Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Service may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Stack NFT, access to the Service may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Stack NFT shall not be liable in any way for any delay in responding to an inquiry or question forwarded by you or the effects any delay or unavailability may have on you. YOU AGREE THAT STACK NFT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE SERVICE.
STACK NFT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE STACK NFT SERVICE, AND STACK NFT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION THE NEAR FOUNDATION.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STACK NFT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL STACK NFT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACK NFT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL STACK NFT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO STACK NFT HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STACK NFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is operated from facilities in the United States. Stack NFT makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
All disputes under this Agreement will be resolved in accordance with that section of the Stack Sports Terms of Service entitled “GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER”.
Stack NFT September 19, 2022