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Last updated December 4, 2025 Welcome, and thank you for your interest in Outpaint, Inc. (“Outpaint,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of Outpaint’s software platform, APIs, documentation, and related tools, including our primary website located at www.outpaint.io, our ecommerce storefront and checkout, and all related software and service we make available to create, mint, order physical prints, and manage digital goods (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms. BY USING THE SERVICE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. We are constantly improving the Service, so these Terms may need to change as we do. Outpaint may change these Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any material changes to these Terms. Your continued use of the Service after any change to these Terms means that you accept the new version. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above. AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING [email protected] WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE. Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

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1. Definitions.

“Service” means Outpaint’s website, ecommerce storefront and checkout, APIs, and related software and service described in these Terms. “Site” means the public website located at http://outpaint.io and any pages or subdomains we operate. “NFT” means a non‑fungible token recorded on a supported blockchain that references associated artwork or metadata. NFTs and related networks, wallets, indexers, and marketplaces are provided by third parties and are outside Outpaint’s control. “Wallet” means a compatible cryptographic wallet you control that can hold and prove control of NFTs and interact with the Service, including embedded self‑custodial wallets provisioned through our integration with Privy and external wallets provided by third‑party providers (e.g., MetaMask, Phantom). “Collector” means a user who connects a Wallet, selects eligible NFT(s) they control, and places Orders for custom physical goods. “Artist” (or “Creator”) means a person or entity that owns or controls intellectual property rights in a collection or artwork and enrolls that collection in the Artist Registry under a Registry Agreement. “Artist Registry” (or “Registry”) means Outpaint’s program through which Artists authorize printing of NFTs from their collections and receive royalties per the Registry Agreement. “Registry Agreement” means the separate written agreement between Outpaint and an Artist governing printing permissions, royalty rate, eligible products, calculation methodology, payout schedule, reporting, and implementation details for registered collections. The Registry Agreement is separate from these Terms and controls solely with respect to creator‑side royalty and authorization matters. “Order” means a Collector’s order for custom physical goods produced by Outpaint based on selected NFT(s). “Content” means only NFTs a Collector designates within the Service, including associated on‑chain data and referenced metadata, and any on‑service previews we generate from such NFT selections. “Fulfillment Partner” means a third‑party production or logistics provider engaged by Outpaint to produce or ship Orders. “Usage Data” means technical logs, analytics, and other data about use of and interactions with the Service, excluding Content.

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2. Access and Use.

By using the Service, you may connect a wallet, view and select eligible NFTs you control, configure print options, and place orders for custom physical goods (collectively, “Orders”). You must provide all equipment, software, and connectivity necessary to access the Service and are responsible for any associated fees. Subject to your compliance with these Terms, we grant you a limited, non‑exclusive, revocable, non‑transferable right to access and use the Service for their intended purpose. A. Beta Service We may offer features or programs labeled alpha, beta, early access, developer preview, or similar (“Beta Service”). Beta Service are provided for evaluation purposes only, may be made available to you on a limited basis, and are not intended for production use. We may change, suspend, or discontinue Beta Service at any time without notice. Beta Service are provided “as is” and “as available,” without warranties or commitments of any kind, and may be subject to additional terms presented at the time of access. To the maximum extent permitted by law, Outpaint will have no liability arising out of or relating to Beta Service. See Section 14 (Disclaimer of Warranty) and Section 15 (Limitation of Liability).

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3. NFT Content, Licensing, and Rights Verification

A. Your Rights. You represent and warrant that for any NFT you select: (i) you are the current holder of that NFT at the time of ordering and have all rights, licenses, and permissions required by the applicable collection terms to authorize Outpaint and its fulfillment partners to produce your Order(s); and (ii) your selection and use of the NFT, and our use to fulfill your Order(s), does not infringe, misappropriate, or violate any third party’s rights or applicable law. B. Limited Print License. For any Order you place, you grant Outpaint and its fulfillment partners a non‑exclusive, worldwide, royalty‑free license to use, reproduce, and display the selected NFT imagery solely as necessary to review, produce, fulfill, and deliver that Order, provide customer support, and comply with law. This license terminates when the Order is completed and applicable retention periods expire, except we may retain copies as required by law, for dispute resolution, and for routine backups. C. NFT Categories and Registry Gating. Printing is subject to collection‑level licensing rules: (1) CCO/PFP NFTs. Where the applicable collection terms grant you, as the NFT holder, intellectual property or other usage rights in the associated artwork (for example, CCO or holder‑licensed PFPs), you authorize Outpaint to exercise only the limited permissions necessary to manufacture and deliver your personal Order(s). Specifically, you grant Outpaint a limited, revocable, non‑exclusive license to reproduce and display the selected imagery solely to review, produce, fulfill, and deliver your Order(s), provide related customer support, and comply with law. Outpaint may sublicense this limited license to its Fulfillment Partners and their sub‑processors solely for those purposes. This license does not grant any broader IP rights, does not authorize resale, redistribution, or commercialization of the artwork, and does not permit derivative uses beyond what is necessary to print your Order(s). The license terminates upon completion of your Order(s) and applicable retention periods, except for copies retained as required by law, for dispute resolution, routine backups, or standard production records. (2) Royalty‑Based NFTs. Where creator authorization is required, printing is permitted only for collections registered in the Outpaint license registry (verified via deployer/creator address). Default royalties are paid to registered creators per Section 2.G. (3) Unregistered Collections. Unregistered royalty‑based collections are blocked by default. D. Rights Verification. You must connect a supported wallet for holder verification. We may use marketplace/indexer data and third‑party service to verify attribution, token ownership, and license status. Orders may be delayed, modified, or cancelled if verification fails, if license or collection terms are unclear or disputed, or where we reasonably believe fulfillment would infringe third‑party rights. We may rely on third‑party indexers, marketplaces, on‑chain data, and creator‑provided information, which may be inaccurate or incomplete. E. Attribution and Provenance. Where feasible, we include on‑garment provenance (e.g., contract address/token ID). We may display attribution sourced from marketplaces or creators; we do not guarantee accuracy. F. Takedowns. We accept IP complaints at [email protected]. We may disable Content, cancel Orders, suspend accounts, and/or block collections/items in our discretion. Repeat or egregious offenders may be banned. See Section 12 (Claims of Copyright Infringement). G. Wallets and keys We use Privy to provide embedded, self-custodial wallets. You control your wallet; neither Outpaint nor Privy has access to or custody of your private keys or seed phrases. You are responsible for securing your devices and credentials. Outpaint is not responsible for on‑chain transactions, gas fees, network outages, or reversible/irreversible transfers. If we later offer optional app‑assisted recovery, we will present additional terms describing the recovery method and your choices.

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4. Products, Pricing and Promotions.

A. Pricing. All prices for Products are quoted in U.S. Dollars. Product pricing is for information purposes only and prices and the availability of Products are subject to change without notice. While Outpaint strives to provide accurate Product and pricing information, pricing or typographical errors may occur. Outpaint cannot confirm the price of any Product until after an order is placed. If a Product is listed on the Site at an incorrect price or with incorrect information due to an error in pricing or Product information, Outpaint may, in its sole discretion, refuse or cancel any orders placed for that Product, regardless of whether the order has been confirmed and your account charged. B. Orders. Outpaint may, in its sole discretion, refuse or cancel any order for any reason, including suspected fraud, rights or licensing issues, verification failure, or policy violations. Your receipt of an order confirmation does not constitute our acceptance of an order. Due to the customized nature of Products, you will be charged upon authorization of your payment method and verification of your order information for accuracy. Outpaint may require additional verifications or information before accepting any order. Outpaint may attempt to notify you by contacting the email, billing address, or phone number you provide if all or any portion of your order is canceled or if additional information is required. If your order is canceled after your payment has been received, Outpaint will issue a credit to your account in the amount of the charge. Outpaint may limit the sales of Products to any person, geographic region, or jurisdiction. Outpaint may limit the quantities of any Products that it offers and may discontinue any Product without notice. Outpaint does not warrant that the quality of any Products you purchase will meet your expectations. C. Shipping. All orders placed through the Site and all returns are subject to our shipping and returns policies, described on the Shipping policy page (available at https://outpaint.io/policies/shipping-policy). The risk of loss and title for all Products purchased by you and shipped by us pass to you upon our delivery to the carrier for shipment. The risk of loss and title for all Products purchased by you and shipped directly by one of our vendors pass from such vendor to you upon such vendor’s delivery to the carrier for shipment. D. Returns/Refunds. Custom‑printed items are produced to order and are not eligible for returns or exchanges except for manufacturing defects or damage on arrival. Manufacturing defects reported within 14 days of delivery will be refunded or re‑made at our discretion. Non‑custom items, if any, follow our Returns Policy at https://outpaint.io/policies/refund-policy. E. Payment Processing. Payment processing service for Outpaint may be provided by our third-party payment processors, which may include Stripe Inc. You agree to provide Outpaint with current, accurate, and complete information about you and your payment methods (billing address, credit card number, expiration date, etc.). You authorize Outpaint to share it and transaction information with Outpaint’s payment processing service provider, and you authorize the payment processing service provider to process that information in accordance with its privacy policy. Stripe Inc.’s privacy policy is available at https://stripe.com/privacy. F. Colors. Outpaint makes reasonable efforts to display the colors of our products that appear on this Site as accurately as possible. However, since the actual colors you see depend upon your computer and monitor, we cannot guarantee that the colors displayed to you will be completely accurate. G. Taxes and Currency. Prices are shown in U.S. Dollars unless stated otherwise. You are responsible for all applicable sales, use, VAT/GST, customs duties, and import fees. Any taxes or duties calculated at checkout are estimates and may vary based on jurisdictional rules and carrier assessments. H. Chargebacks and Non‑Payment. If you initiate a chargeback we may submit order records, wallet verification logs, and production/shipping evidence to your payment provider. Improper chargebacks may result in account suspension and you agree to reimburse us for costs, fees, and losses associated with such chargebacks.

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5. Registration; Eligibility; Restrictions.

A. Outpaint Users. Outpaint might require you to complete a registration process to access certain parts of the Service. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form. B. Accuracy of Information. You acknowledge that if you provide any information to us that is not current, complete, or accurate, Outpaint may terminate these Terms and your continued access and use of the Service. You agree to update your information if it is no longer current, complete, and accurate. C. Eligibility. You represent and warrant that: (1) you are at least 18 years of age; (2) you have not been previously suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with all applicable laws. You may use the Service only in jurisdictions where we make the Service available and where your use complies with applicable law. D. Credentials. As part of the registration process, you might be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify Outpaint immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at [email protected]. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. Outpaint will not be liable for any loss that you incur as a result of someone else using your login credentials or account. You may be held liable for any losses incurred by Outpaint or a third party due to someone else using your account or login credentials. E. Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any third party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to): (1) use, copy, modify, create derivative works, install, transfer, or distribute the Service, except as specifically described in these Terms and any usage limitations communicated to you; (2) rent, lease, or otherwise permit third parties to use the Service; (3) use the Service to provide service to third parties (e.g., as a service bureau or agency), including rebranding the Service; (4) circumvent or disable any security or other technological features of the Service; (5) probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures; (6) gain unauthorized access to the Service, to other Outpaint Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service; (7) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Service; (8) remove any proprietary notices or labels from the Service or any related materials; (9) use the Service to transmit any content that is offensive, harassing, libelous, abusive, threatening, hateful, harmful, or otherwise objectionable; (10) use the Service to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Service; (11) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Service or its contents; (12) reformat, mirror, or frame any portion of the Service; (13) harvest or collect information about other Outpaint Users without their prior written consent; (14) restrict, discourage, or inhibit any person from using the Service; (15) disclose personal information about a third party on the Service or obtained from the Service without the consent of such third party; (16) violate any applicable international, federal, state, or local laws, regulations; (17) use the Service in violation of Outpaint’s or any third party’s intellectual property or other proprietary or legal rights; (18) express or imply that any statements you make are endorsed by us, without our prior written consent in each instance; or (19) use or access the Service to build a competing service. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.

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6. Confidentiality.

From time to time during the term of these Terms, Outpaint may disclose or make available to you information about its business. You acknowledge that all knowledge, information, and data provided by Outpaint to you that is not generally known or available publicly, whether or not marked, designated, or otherwise identified as “confidential” with respect to the business, operations and marketing of Outpaint’s products and service, and intellectual property of Outpaint that you may learn or discover, is confidential information of Outpaint and you will not use or disclose such confidential information to any third party without the prior written consent of Outpaint.

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7. Ownership and Licenses.

A. Service. Outpaint and its licensors shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and Outpaint reserves all rights to the Service not granted in these Terms. B. Feedback. We appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you grant Outpaint the right to exploit the Feedback without restriction or compensation to you. C. Usage Data. Outpaint may: (i) collect, analyze, and otherwise process Usage Data internally for its business purposes, including for security and analytics, to enhance the Service, and for other development and corrective purposes; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify you.

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8. Third-Party Services.

The Service may include or incorporate optional third-party services, including without limitation extensions and plug-ins that you may install yourself (“Third-Party Services”). Outpaint will clearly indicate such content or features as Third-Party Services via prominent notices or descriptions in the Service. If you elect, in your sole discretion, to access or use a Third-Party Service, your access and use of the Third-Party Service is subject to the terms provided by that Third-Party Service, and you remain responsible for complying with those terms. Outpaint does not make any representations or warranties with respect to Third-Party Services. Your use of Third‑Party Services is at your own risk. See Section 14 (Disclaimer of Warranty).

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9. Communications.

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by using any unsubscribe or similar functionality or instructions in the promotional email.

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10. Modification of Terms.

We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms on this page. All modifications will be effective when they are posted, and your continued accessing or use of the Service will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you must discontinue your use of the Service.

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11. Termination.

We may suspend or terminate your access at any time if you breach these Terms, we suspect fraud or unlawful/infringing content, payment is unpaid or reversed, or for security or operational reasons, or if we discontinue the Service. You may stop using the Service at any time. Upon suspension or termination: (a) for non‑custom items, we may cancel any order that has not yet shipped and issue a full refund; (b) for custom items, orders not yet accepted may be cancelled with a full refund; (c) for accepted custom orders not yet in production, we may cancel with a refund minus any non‑recoverable costs (e.g., special materials or setup); and (d) for custom orders in production, we may complete and ship the order, or cancel and issue a partial refund reflecting work performed and non‑recoverable costs. We may delete account data after termination, except as needed for legal, tax, or dispute purposes. Sections that by their nature should survive (including payment obligations, content licenses needed to complete accepted orders, limitations of liability, indemnities, and dispute resolution) will survive termination. Nothing here limits any non‑waivable consumer rights. If you believe that your intellectual property rights have been infringed, please send notice to [email protected]. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate. Written claims concerning copyright infringement must include the following information:
  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the allegedly infringing material is located in the Service so we can find it.
  • Your address, telephone number, and e-mail address.
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Outpaint a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to [email protected]. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

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13. Indemnification.

To the fullest extent permitted by law, at Outpaint’s option and request you will defend, indemnify, and hold harmless Outpaint, its affiliates, and their respective directors, officers, employees, agents, and contractors from and against any third‑party claim, demand, action, or proceeding (and all related damages, awards, penalties, settlements, and reasonable attorneys’ fees and costs) arising out of or relating to: (1) your breach of these Terms or any representation, warranty, or covenant to Outpaint; (2) your unauthorized use or misuse of the Service; (3) any allegation that your Input, submissions, selected NFTs, orders, or use of the Service infringes, misappropriates, or violates any third party’s intellectual property, publicity, confidentiality, privacy, or other rights; or (4) your violation of law. If Outpaint requests that you defend a claim, Outpaint will provide prompt written notice, reasonable cooperation at your expense, and allow you full control of the defense and settlement, provided you may not enter any settlement that admits liability, imposes non‑monetary obligations, or fails to include a full release of the Outpaint parties without Outpaint’s prior written consent; however, Outpaint may, at its own expense, assume exclusive defense and control of any matter without limiting your indemnity obligations. Your obligations do not apply to the extent a claim arises from Outpaint’s gross negligence or willful misconduct, and failure to provide prompt notice will relieve you of obligations only to the extent you are materially prejudiced.

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14. Disclaimer of Warranty.

THE SERVICE, PRODUCTS, AND ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OUTPAINT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, PRODUCTS, AND CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON‑INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. OUTPAINT DOES NOT WARRANT THAT THE SERVICE OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, ERROR‑FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ARTWORK, NFT METADATA, RIGHTS INFORMATION, AND OTHER MATERIALS MAY BE PROVIDED BY USERS OR THIRD PARTIES (INCLUDING THIRD‑PARTY SERVICES), AND OUTPAINT MAKES NO WARRANTIES WITH RESPECT TO SUCH MATERIALS OR YOUR RELIANCE ON THEM. OUTPAINT DOES NOT WARRANT THAT TRANSMISSIONS TO OR FROM THE SERVICE WILL BE COMPLETELY SECURE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. You acknowledge that on‑chain data may be immutable and publicly accessible and that Outpaint cannot remove or alter such data.

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15. Limitation of Liability.

A. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OUTPAINT NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS (THE “OUTPAINT ENTITIES”) WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, PRODUCTS, OR CONTENT, INCLUDING WHERE RELATED TO USER OR THIRD‑PARTY MATERIALS (E.G., ARTWORK, NFT METADATA, RIGHTS INFORMATION), THIRD‑PARTY SERVICES OR NETWORKS (E.G., BLOCKCHAINS, WALLETS, INDEXERS, API PROVIDERS), OR INTERNET TRANSMISSIONS. B. DAMAGES CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, OUTPAINT’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO OUTPAINT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100. THE FOREGOING WILL NOT APPLY TO THE EXTENT LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

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16. New Jersey Notice.

IF YOU ARE A NEW JERSEY RESIDENT, THE LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTIES IN THESE TERMS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY NEW JERSEY LAW.

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17. Dispute Resolution.

A. Agreement to Arbitrate. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, orders, or our relationship (collectively, “Disputes”) will be resolved exclusively by final and binding arbitration, not in court. YOU AND OUTPAINT WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. B. Carveout for IP and Platform Integrity Either party may bring an individual action in small claims court if eligible. Either party may also seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, unauthorized use of the Service, or violations of rights and licensing rules applicable to NFT artwork or registry‑gated content. C. Pre‑Arbitration Notice and Informal Resolution Before starting arbitration, the party seeking relief must send a written Notice of Dispute (including the claimant’s name, contact information, a description of the claim with relevant facts and dates, and the specific relief sought) to [email protected] and our postal address listed in “Contact Us.” The parties will try to resolve the Dispute in good faith for 45 days after receipt of the Notice. Applicable limitation periods are tolled during this period. D. Rules, Administration, and Location Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) if you are a consumer, or the AAA Commercial Arbitration Rules if you are not, in each case as modified by this Section.
  • If your claim is for USD $15,000 or less, you may elect that the arbitration be conducted (i) solely on the basis of documents, (ii) by teleconference/video, or (iii) by an in‑person hearing in the county (or equivalent jurisdiction) of your billing address, where permitted by the applicable AAA rules.
  • If your claim exceeds USD $15,000, or if the arbitrator determines an in‑person hearing is necessary, any arbitration hearing will be conducted in Kings County, New York, unless you and Outpaint agree otherwise. The arbitrator will issue a reasoned written decision.
E. Fees and Costs Fees will be allocated under the applicable AAA Rules. To the extent permitted by law, if the arbitrator determines a claim is frivolous or brought for an improper purpose (including to harass, cause unnecessary delay, or needlessly increase costs), the claimant must pay the defending party’s costs, including reasonable attorneys’ fees and arbitration fees. If the arbitrator determines the costs of arbitration would be prohibitive compared to court, Outpaint will pay amounts necessary to ensure arbitration is not cost‑prohibitive. F. No Class Actions Claims must be brought only in an individual capacity, not as a class, collective, consolidated, private attorney general, or representative action, and the arbitrator may not consolidate claims of more than one person or preside over any such proceeding. G. Opt‑Out You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing [email protected] with your full name, the email associated with your account, your billing address, and a clear statement that you opt out of arbitration. H. Governing Law and Venue These Terms are governed by the laws of the State of New York, without regard to conflict‑of‑laws principles. The Federal Arbitration Act governs this arbitration agreement. For any court action permitted by this Section (including actions for injunctive relief) or if this arbitration agreement is found unenforceable, the exclusive jurisdiction and venue will be the state and federal courts located in New York, New York, and the parties consent to personal jurisdiction there. I. Severability If the class‑action waiver is found unenforceable, this entire Section will be void. If any other provision is found unenforceable, the remainder will remain in effect. J. Consumers Outside the U.S. Mandatory consumer protections in your place of residence will apply to the extent required by law, which may include limits on arbitration or the ability to file in a local small‑claims court.

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18. Miscellaneous

A. Governing Law. These Terms are governed by the laws of the State of New York, without regard to its conflict‑of‑laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17 (Dispute Resolution), the exclusive jurisdiction and venue for any court action permitted under these Terms will be the state and federal courts located in New York, New York, and the parties consent to personal jurisdiction there. B. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Outpaint’s prior written consent. Outpaint may assign these Terms, in whole or in part, without your consent. Any permitted assignment will be binding on successors and assigns. C. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable. D. No Waiver. A failure or delay by either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. E. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. F. Force Majeure. Outpaint will not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, supply chain delays, war, terrorism, civil disturbances, government actions, utility failures, or internet outages. G. Export and Trade Controls. You must comply with all applicable export control and sanctions laws. The Service may not be used in, for the benefit of, or exported to embargoed jurisdictions or restricted parties. You will not provide Content requiring a government license for release or export. H. Entire Agreement; Interpretation. These Terms, including any policies referenced and the Privacy Policy, constitute the entire agreement between you and Outpaint regarding the Service and supersede all prior or contemporaneous agreements on the subject matter. Headings are for convenience only. “Including” means “including without limitation.” I. No Third‑Party Beneficiaries. Except as expressly stated, there are no third‑party beneficiaries to these Terms. J. Injunctive Relief. You acknowledge that a breach of Sections 2 (NFT Content, Licensing, and Rights Verification), 4 (Confidentiality), or 5 (Ownership and Licenses) may cause irreparable harm for which monetary damages are inadequate; Outpaint may seek injunctive or other equitable relief without posting bond in addition to other remedies. K. Contact Us. If you have any questions about these Terms or need to contact us, email [email protected] or write to: Outpaint, Inc., 522 W Riverside Ave Ste N,Spokane, WA 99201, Attn: Legal.