Terms & Conditions for Superist NFTs

1. Definitions

“Asset” means any art, design, and drawings that may be associated with an NFT that you Own.

“NFT” means any non-fungible token that is blockchain-tracked, including those conforming to the ERC-721 standard.

“Own” means an NFT that you have purchased or otherwise rightfully acquired from a legitimate source. Proof of purchase will be recorded on the relevant blockchain.

“Purchased NFT” means an NFT that you Own.

“Superist” means Superist, its direct and indirect present and future parent, subsidiary and affiliate entities, and their respective vendors and licensors.

“Third Party IP” means any third-party patent rights, copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognised in any country or jurisdiction in the world.

2. Ownership

You acknowledge and agree that Superist and its associated entities owns all legal right, title and interest in and to the Asset, and all intellectual property rights therein. The rights that you have in and to the Asset are limited to those expressly stated in Section 3 of these Terms & Conditions (“T&Cs”). Superist and its associated entities reserve all rights in and to the Asset not expressly granted to you in Section 3 of these T&Cs.

3. Time associated with Asset/Purchased NFT

Each Purchased NFT/Asset comes with one hour of time with the person specified in the Purchased NFT/Asset.

You agree as follows:

the time will be redeemed via virtual meeting;
the topic of the session must be agreed upon with the person specified in the Purchased NFT/Asset;
the time must completely be redeemed in the one session. In the event the session runs shorter than one hour, the person redeeming the one hour will not be entitled to any further sessions with the person specified in the Purchased NFT/Asset;
if during the session the person specified in the Purchased NFT/Asset feels uncomfortable they have a right to end the session and there will be no requirement to complete the session at a later date;
once redeemed, the hour of time will no longer be linked to the Asset/Purchased NFT; and
the entitlement to the one hour of time will expire after 3 years from the date of the first sale of the Purchased NFT.

4. Terms & Conditions

Subject to your continued compliance with these T&Cs, Superist grants you a worldwide, non-exclusive, non-transferable, royalty-free license to display the Asset for your Purchased NFTs, solely for the following purposes:
for your own personal, non-commercial use;
as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Asset for their Purchased NFTs to ensure that only the actual owner can display the Asset; or
as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Asset for their Purchased NFTs to ensure that only the actual owner can display the Asset, and provided that the Asset is no longer visible once the owner of the Purchased NFT leaves the website/application.

The license granted in this Section applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Asset for those NFTs.

5. Restrictions

Superist’s express written consent is required if you or a third party wishes to do any of the following:

modify the design of the Asset associated with your Purchased NFT in any way;
use the Asset associated with your Purchased NFTs to advertise, market, or sell any third party product or service;
sell, distribute for commercial gain or otherwise commercialise merchandise that includes, contains, or consists of the Asset associated with your Purchased NFTs;
use the Asset associated with your Purchased NFTs in connection with images, videos, or other forms of media that depict intolerance, hatred, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Asset in associated with your Purchased NFTs; or
otherwise utilise the Asset associated with your Purchased NFTs for your or any third party’s commercial benefit.

6. Disclaimer of warranties and limitation of liability

All Purchased NFTs are provided without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Superist disclaim all warranties, express or implied.

To the fullest extent permissible by applicable law, in no event shall Superist be liable to you for any personal injury, lost profits, property damage, cost of substitute goods or services, work stoppage, loss of data, loss of goodwill, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to the Asset/Purchased NFT.

You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage.

Superist’s total aggregate liability shall not exceed the total sum paid directly by you to Superist for the applicable purchased NFT. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law. This limitation of liability provision applies worldwide.

7. Assumption of risk

You agree as follows:

there is no guarantee Purchased NFTs will have or retain any value;
Superist will not be responsible for any of the risks associated with using Internet-native assets;
Superist do not make any guarantees about the availability of the Asset on the Internet;
Superist will not be responsible for any upgrades made to the blockchain that the Asset and NFT is recorded on that might affect the Asset or NFT in any way;
Superist are not responsible for any transaction between you and a third party (e.g. if you obtained the Purchased NFT from a third party on the “secondary market”). Superist shall have no liability in connection with any such transaction.

8. Governing Law

These Terms & Conditions and all matters related to them shall be governed by, construed, and enforced in accordance with the laws of Australia. Any action related to these Terms & Conditions and/or any Superist NFTs shall be brought in the appropriate state or federal court located in Australia. Both parties consent to the exclusive jurisdiction and venue of the state or federal courts in Australia for the adjudication of all claims.

9. Changes to Terms & Conditions

Changes to these Terms & Conditions may be made from time to time. When changes are made, the updated T&Cs will be available on Superist’s website. Any changes to the T&Cs will be applicable to whoever Owns of the Asset and NFT from the date that they are uploaded on to the Superist website.