Terms of Service

Effective as of: Nov 1st, 2023.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASSNAME-ACTION LAWSUIT OR CLASSNAME-WIDE ARBITRATION. BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.

EXPORT CONTROLS NOTICE: BY ACCESSING, USING, OR PARTICIPATING IN OUR SERVICES, YOU REPRESENT THAT YOU ARE NOT A “SANCTIONED PERSON,” AS DEFINED BELOW, UNDER UNITED STATES LAW.

Outpaint Inc. (“Outpaint,” “we,” “our,” or “us”) provides services, content, products including intangible property, or other materials to you through its website, accessible at outpaint.io or https://outpaint.io (the “Website”), subject to these terms of use as amended from time to time (the “Terms”). The Terms govern your use of the Website as well as all software, tools, features, functionality, applications, products, and services offered by Outpaint to you, whether or not through the Website (collectively, the “Services”), including non-fungible tokens (“NFTs”) associated with works of digital art (“Digital Works”) and any rights, products, services, privileges, and/or benefits that Outpaint may choose to offer in connection with such NFTs (collectively, “Utility”).

You are entering into a binding agreement. By accessing or using our Services, connecting your digital or cryptocurrency wallet (e.g., MetaMask or Coinbase Wallet) to the Services, or otherwise using or accessing the Services, you acknowledge that you are entering into a binding agreement with Outpaint that includes: (a) these Terms; (b) our Privacy Policy, available at https://outpaint.io/privacy, which governs our collection and use of personal information and other data (the “Privacy Policy”); and (c) any other terms, conditions, or policies linked to on our Services or in our Terms or Privacy Policy. You further acknowledge and agree that you have reviewed these documents. If you do not agree with the terms of these documents, you may not use or access our Services.

We may modify these Terms. We reserve the right to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Services or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services. We encourage you to check back regularly to review these Terms.

We may modify or discontinue the Services. We reserve the right, in our sole discretion, to change the URL of the Website and modify, discontinue, restrict, or block access to all or part of the Services without notice to you. You agree that Outpaint will not be liable to you or to any third party for any such modification, suspension, termination, or restriction.

ALL TRANSACTIONS INITIATED THROUGH OUR WEBSITE ARE EFFECTED BY THIRD-PARTY DIGITAL WALLET EXTENSIONS (each, an “Extension”). BY USING OUR SERVICES, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICES AND PRIVACY POLICIES FOR THE APPLICABLE EXTENSIONS. FOR METAMASK, THOSE TERMS ARE AVAILABLE AT https://metamask.io/terms.html AND https://metamask.io/privacy.html.

TO THE EXTENT ANY THIRD PARTY BESIDES Outpaint OFFERS UTILITY IN CONNECTION WITH ANY NFT OR PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT Outpaint SHALL NOT BE A PARTY TO, OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH, OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND THE APPLICABLE THIRD PARTY WITH REGARD TO SUCH UTILITY.

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Offerings. Further, you may not use any such automated means to manipulate the Offerings, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Offerings or any other user's use of the Offerings, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Offerings, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Service. You may not frame portions of the Offerings within another website or application. You may not resell use of, or access to, the Offerings to any third party without our prior written consent.

User Representations and Warranties

By accessing or using our Services, you represent, warrant, and agree that:

Age. You are at least eighteen (18) years old; Authority. You have all requisite capacity, power, and authority to enter into and be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity. Non-Contravention. These Terms do not, and the performance of your obligations under these Terms and your minting, bidding on, buying, or selling of any NFTs, as applicable to your use of the Services, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you. Independent Investigation and Non-Reliance. You are sophisticated, experienced, and knowledgeable in the purchasing, minting, bidding on, buying, selling, storing and transfer of NFTs. Additionally, you have conducted an independent investigation of the Services and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to mint, bid on, buy, sell, or transfer any NFTs and any Utility using the Services, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge, and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including, without limitation, NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Outpaint, in determining to enter into these Terms, purchase, mint, bid on, buy, or sell any Utility or use the Services. Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities, or minting of NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to the Services.

Rights and Restrictions

Once you successfully purchase an item and receive an Outpaint PROCESS-V0 NFT, you will own that NFT. Such owners of NFTs shall be referred to herein as “Holders.” Provided that the Outpaint PROCESS-V0 NFT was obtained lawfully and in accordance with these Terms, at all relevant times, Outpaint will recognize as the Holder the individual able to authorize transactions through the Wallet associated with the applicable Outpaint PROCESS-V0 NFT as identified by the Collection’s smart contract, the address of which is as follows: 0xd75994086ba3b7ca0bed5eb95c3f7a499aac5b60. WHILE AN NFT MAY BE ASSOCIATED WITH A DIGITAL WORK, IT IS IMPORTANT TO UNDERSTAND THAT NFT OWNERS DO NOT OWN THE DIGITAL WORK OR THE COPYRIGHT IN THE DIGITAL WORK.

By lawfully obtaining a Outpaint PROCESS-V0 NFT (i.e., as an Eligible Participant during the Availability Window, a bona fide purchaser, or the recipient of a gift), the Holder will receive a limited, personal, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free license to download, access, and use one or more copies of the Digital Work associated with the NFT to: (i) publicly and privately display the Digital Work at any size; and (ii) market, promote, advertise, and sell the NFT associated with the Digital Work. This license belongs only to the current Holder as defined herein but automatically terminates when they cease to be the Holder for any reason. For the sake of clarity, holders may not do (nor permit any third party to do or attempt to do) any of the following: Modify any Digital Work in any way.

Make “commercial use” of any Digital Work, including any Digital Work associated with their NFT(s), including, for example, by creating and selling copies of the Digital Work, licensing the Digital Work for commercial purposes (e.g., to sell merchandise, products, or services), or otherwise commercially exploiting the Digital Work. Use any Digital Work or NFT in any way that: (a) violates the rights of any third party, any applicable law, rule, or regulation, or these Terms; (b) is obscene, profane, pornographic, vulgar, or offensive; (c) incites or promotes violence or violent or dangerous behavior, or depicts violence (either towards others or oneself); (d) involves hate speech, endorses any form of hate, or harasses, abuses, insults, harms, defames, slanders, disparages, intimidates, threatens, or discriminates against others based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (e) spreads false, deceptive, misleading, otherwise unsubstantiated or unfair information or material or promotes any particular political agenda or message; and (f) promotes any activities that may be or appear unsafe or dangerous, including, without limitation, excessive consumption of alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing).

Except as allowed under these Terms, to use any of Outpaint’s intellectual property rights (such as trademarks, copyright, and design rights) whether registered or unregistered. All rights therein and goodwill associated therewith shall inure to the benefit of Outpaint.

By participating in the Services, you grant to Outpaint an irrevocable, perpetual, unlimited, royalty-free, fully paid-up, worldwide, sublicensable right to use your public Wallet address and, to the extent made publicly available, any alias, name, avatar, online profile, domain name, or other information associated with your public Wallet address, for any lawful purpose whatsoever, including without limitation, for purposes of advertising or promoting the Collection, Outpaint or the Services.

Ownership

Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Outpaint logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Outpaint or our affiliates, licensors, or users, as applicable. Notwithstanding anything to the contrary in these Terms, the Services, Products, and Content may include software components provided by Outpaint or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. All other trademarks, registered trademarks, product names, and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Outpaint.

License to Our Services and Content

Subject to your compliance with these Terms and other applicable terms, you are hereby granted a limited, revocable, nonexclusive, non-transferable, non-assignable, non-sublicensable, “as-is” license to access and use the Services and Content for your own personal, non-commercial use; provided, however, that such license does not include any right to: (i) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof, (ii) use any data mining, robots, or similar data gathering or extraction methods, (iii) download (other than page caching) any portion of the Services or Content, except as expressly permitted by us, or (iv) use the Services or Content other than for their intended purposes.

Acceptable Use

You agree that you are solely responsible for your conduct while participating in the minting, transfer, purchase, or sale of NFTs or otherwise accessing or using the Services. You agree that you will abide by these Terms and will not: Use the Services or any blockchain technology for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms. Provide false or misleading information to Outpaint. Use or attempt to use or access another person’s Wallet without authorization from such person. Take or attempt to take any action that in any way that could prevent, disrupt, negatively affect, or inhibit others from fully enjoying the Services, or that could alter, damage, disable, overburden, or impair the functioning of the Services in any manner.

Collect, scrape, or harvest data from our Services. Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” or fraudulent, deceptive, or manipulative trading activities, including, for the purpose of creating or inducing a false, misleading, or artificial appearance of activity or value in any NFT: (i) facilitating the trading of such NFT at successively lower or higher prices or executing or causing the execution of any transaction involving the NFT which causes no material change in the beneficial ownership thereof; (ii) participating in, facilitating, assisting, or knowingly transacting with any person or persons for the purpose of artificially, unfairly, or deceptively influencing the market price of an NFT; or (iii) otherwise artificially, unduly, or improperly influencing the market price for any NFT available through the Services in any manner, including without limitation, on or through social media. Use the Services, Content, or Outpaint PROCESS-V0 NFTs to carry out financial activities subject to registration or licensing, including, without limitation, creating, listing, or buying securities, commodities, options, real estate, or debt instruments.

Account Security

You understand and agree that you are solely responsible for maintaining the security of your Wallets and each of your authentication credentials, seed phrases, private or public keys, NFTs, cryptocurrencies, and digital assets that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties may result in the loss or theft of your Outpaint PROCESS-V0 NFT(s) and/or other assets held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). Outpaint is not responsible for managing and maintaining the security of your Wallet and shall have no responsibility or liability to you for any unauthorized access to or use of your Wallet or your inability to access or use your Wallet for any reason. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Services, please notify us immediately.

You are responsible for maintaining the confidentiality of all accounts and passwords, if any, used by you in connection with the Services and are fully responsible for any and all activities that occur under your passwords or accounts. You agree to (a) immediately notify Outpaint of any unauthorized use of your passwords or accounts or any other breach of security, and (b) ensure that you exit from your accounts at the end of each session when accessing the Services. Outpaint will not be liable for any loss or damage arising from your failure to comply with this section.

Community Disputes

You agree that you are solely responsible for your interactions with other users and Holders in connection with the Services and Outpaint NFTs, and that Outpaint will have no liability or responsibility with respect thereto. Outpaint reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user or Holder(s).

Export Controls and Sanctions

You acknowledge and understand that the Services and items offered through the Services, including NFTs, Digital Works, and Utility, are subject to U.S. export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You represent that you are not a Sanctioned Person and agree not to take any action that will cause anyone, including, without limitation, Outpaint, to be in violation of any Export Controls and Sanctions Laws. For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a U.S. person from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC or the U.S. Department of Commerce, as each such list may be amended from time to time.

Right to Suspend, Modify, or Terminate

Outpaint may, from time to time, change or discontinue any or all aspects or features of the Services, including, without limitation, by (i) altering the smart contracts pursuant to upgrades, forks, security incident responses, or chain migrations or (ii) deactivating or deleting any media, Content, or portion of the Services in Outpaint’s sole and absolute discretion. In such events, you may no longer be able to access, interact with, or read the data from the Services. Outpaint has the right, but not the obligation, to remove or disable access to any listing or other portion, feature, or functionality of the Services at any time. Outpaint reserves the absolute right, in its sole discretion, to allow or disallow, without limitation, certain assets, listings, smart contracts, and/or Collections. Persons who tamper with or abuse any aspect of our Services, who act in a disruptive manner, or who are in violation of these Terms, as solely determined by Outpaint, may be banned from participating in and/or accessing our Services. Should any of Outpaint’s Services be, in Outpaint’s sole opinion, compromised by bots, worms, bugs, non-authorized human intervention, or other causes which, in the sole opinion of Outpaint, corrupt or impair the administration, security, or fairness of the Services or the distribution of the NFTs or otherwise adversely affect Outpaint’s business or goodwill, Outpaint reserves the right in its sole discretion to suspend, modify, or terminate the Services. The Website and Offerings, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein.

If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Offerings, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Offerings, in each case for the sole purpose of enabling you to use the Offerings as permitted by these Terms of Service. All other third-party trademarks, registered trademarks, and product names mentioned on the Offerings are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Company. You acknowledge and expressly agree that any contribution of feedback regarding the Offerings that you provide to us (the “Feedback”) does not and will not give or grant you any right, title, or interest in the Offerings or in any such Feedback. You agree that Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Except as expressly set forth in these Terms of Service, no license is granted to you and no rights are conveyed by virtue of accessing or using the Offerings. All rights not granted under these Terms of Service are reserved by Company.

User Content. Certain pages on the Offerings may allow you to submit or post text comments, photos, reviews, videos, audio files, or other content (“Content”).

Unless otherwise specified, you may only post Content to the Offerings if you are eighteen (18) years of age or older. You may only post Content that you created or which the owner of the Content has given you permission to post. You are solely responsible for anything you may post on the Offerings and the consequences of posting anything on the Offerings. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you create, submit, post, promote, or display on or through the Offerings. You represent and warrant that such Content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Company the license described above, and that the Content does not violate any laws. If Content depicts or includes the likeness of any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company.

By using the Offerings in conjunction with creating, submitting, posting, promoting, or displaying Content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display such Content, including but not limited to text, materials, images, audio content, audiovisual content, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Offerings for our current and future business purposes, including to provide, promote, and improve the Offerings. Once you submit or post Content to the Offerings, Company does not need to give you any further right to inspect or approve uses of such Content or to compensate you for any such uses. Company owns all right, title, and interest in any compilation, collective work, or other derivative work created by Company using or incorporating Content posted to the Offerings.

Intellectual Property & Takedowns: Materials may be made available via the Offerings by third parties not within our control. We are under no obligation to, and do not, scan content posted on the Offerings for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Offerings.

If you believe any materials on the Offerings infringe a copyright, you should provide us with written notice that at a minimum contains:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All such notices should be sent to our designated agent as follows: DMCA Agent

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Phone: [phone] Email: [e-mail]

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Activities Prohibited by Offerings: Company expects all of its users to be respectful of other people. The following is a partial list of the types of conduct that are illegal or prohibited on the Offerings or while using the Offerings. Company reserves the right to investigate and take appropriate legal or other action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities.

Without limitation, you agree that you will not post or transmit to the Offerings or to other users anything that contains content that:

is defamatory, abusive, obscene, profane or offensive; infringes or violates another party's intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Offerings); violates any party’s right of publicity or right of privacy; is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; promotes or encourages violence; is inaccurate, false or misleading in any way, or constitutes impersonation of another person; is illegal or promotes any illegal activities; promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures; contains “masked” profanity (i.e., F*@&#); contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

In addition, while using the Offerings, you agree that you will not engage in any of the following conduct:

Pose as another person or entity, or use a wallet to engage in a transaction on the Offerings that is owned or controlled, in whole or in part, by any other person; Claim a username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting; Access the Offerings from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Offerings, unless you have our written permission first; Distribute spam; Use the Offerings – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Offerings in any manner; Bypass or ignore instructions that control access to the Offerings, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Offerings; Use our Offerings for commercial purposes inconsistent with these Terms of Service or any other instructions; Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Offerings, extract data, or otherwise interfere with or modify the rendering of Offerings pages or functionality; Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Offerings, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Offerings; Sell or resell the Offerings or attempt to circumvent any fee systems; Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results; Use the Offerings or data collected from the Offerings for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing); Use the Offerings for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us; Use the Offerings, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions (defined below); (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (defined below); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; Use the Offerings to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments; access or use the Offerings to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give rights to participate in an ICO or any securities offering, or assets that entitle financial rewards, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Offerings; Use the Offerings to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; Use the Offerings to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items; Infringe or violate the intellectual property rights or any other rights of others; or Use the Offerings in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Offerings.

Company is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. Company will make all determinations as to what Content is appropriate in its sole discretion. Company may edit or remove any Content at any time without notice.

If we believe you to be in violation of Paragraph 10 of these terms ("Activities Prohibited by Offerings"), we reserve the right to suspend and/or delete your account, and if we do so, you may forfeit any tokens you have previously earned and NFTs you have been issued.

No Ideas Accepted: Company does not accept any unsolicited ideas from outside the Company including without limitation suggestions about advertising, promotion or merchandising of our products, additions to our product lines, services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to the Offerings, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.

Links; Third Party Transactions: The Offerings may contain links to other websites or applications not maintained by Company. Other websites or apps may also reference or link to our Offerings. We encourage you to be aware when you leave our Offerings and to read the terms and conditions and privacy statements of each and every website or app that you visit. We are not responsible for the practices or the content of such other websites or apps.

Through your use of the Offerings, you may presently or in the future have the opportunity to engage in commercial or other transactions with other users, vendors and other third parties, including by purchasing or selling Membership Tokens or $FLY Tokens. We do not make any representations or warranties about this third-party content visible through or sold via the Offerings. We also cannot guarantee that any Membership Tokens or Tokens offered or sold by third parties (if at all) will always remain visible and/or available to be bought, sold, or transferred. In the event of any problem with the products or services that you have purchased from a third party, you agree that you will address such issues with the third party but all limitations of liability and other rights of Company shall apply nonetheless. We may not have the ability to accept returns or refund the purchase price for any transaction you complete with a third party through our Offerings.

Investigations

If Outpaint becomes aware of any possible violations by you of these Terms, Outpaint reserves the right to investigate such violations. If, as a result of the investigation, Outpaint believes that criminal activity may have occurred, Outpaint reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Outpaint is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services in Outpaint’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce these Terms, or (iii) protect the rights, property, or personal safety of Outpaint, its affiliates, its users, the public, and all law enforcement or other government officials, as Outpaint in its sole discretion believes to be necessary or appropriate.

Outpaint may require you to provide additional information and documents at the request of any competent authority or in order to help Outpaint comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Outpaint may also require you to provide additional information and documents in cases where it has reasons to believe that:

Your Wallet or other access to the Services is being used for money laundering or for any other illegal activity; You have concealed or reported false identification information and other details; or Transactions effected via your Wallet were effected in breach of these Terms or other applicable terms, laws, rules, covenants, orders, or regulations. In such cases, Outpaint, in its sole discretion, may pause or cancel your transactions through our Services until such requested additional information and documents have been reviewed by Outpaint and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Outpaint may refuse to provide any Content, product, service and/or further access to the Services to you.

Assumption of Risk; Liability Waiver

By participating in the Services:

You acknowledge and accept that transacting on a blockchain, including, without limitation, purchasing, minting, bidding on, buying, or selling NFTs, contains inherent risk. Such risks include but are not limited to: (a) risk of sudden asset price changes; (b) risk of smart contract failure or exploit; (c) risk of hardware, software, or connectivity failure; (d) risk of malicious software; (e) risks of unauthorized access to your Wallet; (f) risk that you will no longer successfully retain ownership of or access to the NFT(s); (g) risk that any data or any Digital Work becomes unavailable or decoupled from the NFT, including, without limitation, because of an outage, data loss or pursuant to a valid Digital Millennium Copyright Act takedown procedure carried out in compliance with our Terms; (h) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (i) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of NFTs, their market value, or digital funds. You acknowledge and accept these and all associated risks and responsibilities and agree that your participation in the Services is at your own risk. You should not participate in the Services, including to engage in blockchain-based transactions, unless it is suitable given your circumstances and financial resources. You agree that Outpaint shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any of these risks. You acknowledge and accept that the sale of NFTs as part of the Services is facilitated and run by numerous third parties including, without limitation, your Wallet provider and one or more public peer-to-peer networks including, without limitation, the Ethereum network or other blockchain network and the Interplanetary File System (“IPFS”) or other distributed system for storing and accessing files or other data. None of these are under the control or influence of Outpaint. Outpaint shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any third party, including, without limitation, lost, late, incomplete, damaged, delayed, inaccurate, stolen, misdirected, undelivered, or garbled NFTs, or for errors or difficulties of any kind related thereto, whether human, mechanical, electronic, computer, network, typographical, or otherwise. Transactions are publicly visible on the Ethereum or other applicable blockchain when made. You acknowledge and agree that Outpaint is not a fiduciary and owes no duties to you, including the duty to ensure fair pricing of the NFT. You agree to bear sole responsibility for paying any and all taxes, duties, and assessments payable as the result of purchase, ownership, sale, transfer, use and/or exploitation of any NFT or associated products. You expressly agree that the release and waiver of liability contained herein is intended to be as broad and as inclusive as is permitted by applicable law and that if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH DIGITAL ASSETS, PRODUCTS OR EXPERIENCES THAT MAY BE AVAILABLE OR DISCUSSED IN CONNECTION WITH THE SERVICES, OR UTILITY AVAILABLE TO THE HOLDERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Outpaint, Outpaint’S AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (“Outpaint PARTIES”) BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. IN NO EVENT WILL THE Outpaint PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE Outpaint PARTIES IN CONNECTION WITH THE SERVICES IN THE PAST TWELVE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL ANY Outpaint PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE INITIAL INCIDENT RESULTING IN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE Outpaint PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT Outpaint PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF Outpaint PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS PERMITTED UNDER APPLICABLE LAW.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Outpaint and the Outpaint Parties from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms; (c) your violation of the rights of any third party, including another user of any Wallet; (d) any breach or non-performance of any representation, warranty, covenant, or agreement made by you; and (e) your buying, selling, or trading of any NFTs or associated products.

Arbitration agreement and waiver of rights, including className actions

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A className ACTION WAIVER.

Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

Governing Law

These Terms will be governed by the laws of the State of ____, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in **_** County, **___**, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.

Agreement to Arbitrate

Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. className actions and className arbitrations are not allowed. You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our services. If there is a final judicial ruling that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular claim or request for relief may be brought in court. All other claims (or requests for relief) remain subject to this provision. Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration. Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it. Otherwise, the claims must be resolved by binding, individual arbitration. If you are in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. If you are outside of the United States, the arbitration will be conducted by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures. The arbitration will be decided by a sole arbitrator. The arbitrator will have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider rules, including rules regarding frivolous or improper claims. You and we expressly waive a trial by jury. The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

Arbitration Opt-Out

You can opt out of this arbitration agreement within 30 days of the date you agreed to these Terms. To opt out, you must send an email to us at [e-mail] with your full name and email address and a clear statement that you want to opt out of this arbitration agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute.

Limitation of Actions

You and we agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

Severability Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.

Survival Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.

Contact Information If you have any questions, would like to provide feedback, or would like more information about Outpaint, please feel free to email us at [e-mail].