(Effective as of April 20, 2022)
These Terms of Service (as they may be amended from time to time) set forth the terms that govern your access to and use of the Outland website, platform, service, Discord server, social media, and marketplace (collectively, the “Platform”) and Outland’s associated content, materials, services, features, and products (including, without limitation, content provided by our artists and contributors) (collectively, the “Outland Content”).
References to “you” herein mean each user of the Platform and/or the Outland Content (and, if applicable, any organization or entity on whose behalf the user is acting) (a “User”). References to “us” herein mean Outland Art Limited, a British Virgin Islands limited company (“Outland”)
You understand and agree that these Terms of Service apply not only to your use of our website but also to your use of our Discord server, our Twitter feed, our Instagram feed, and all other social media, content, and outlets deemed to be part of the Platform and/or the Outland Content.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WAIVERS AND RELEASES OF LEGAL RIGHTS, DISCLAIMERS OF LIABLITY, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU WAIVE YOUR RIGHT TO TRIAL BY JURY, THAT YOUR DAMAGE RECOVERY MAY BE LIMITED, THAT YOU MUST SUBMIT ANY CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
We reserve the right, in our sole discretion, to revise these Terms of Service at any time, in which case we will indicate at the top of this page the date upon which the revision was made and took effect. We will also notify you via a notification provided to users included in Outland’s email newsletter and posted in the applicable channel of Outland’s Discord server. Your continued use of the Platform constitutes your acceptance of the revised Terms of Service.
Nature of Outland Platform
The primary purpose of the Outland Platform is to (i) create, present, and make available to Users articles, news, conversations, interviews, videos, imagery, and other Outland Content relating to emerging digital technologies and their connections to contemporary art, (ii) to enable artists to produce and release digital works of fine art (“Artworks”) that are created and sold as digital cryptographic non-fungible tokens (“NFTs”), and (iii) to provide a marketplace for collectors and other User to purchase, sell, list for auction, make offers, bid on, and transfer NFTs constituting Artworks.
Primary-Market & Secondary-Market Listings
The Artworks offered for initial, primary-market sale on the Platform are commissioned from artists who have been selected by Outland pursuant to our curatorial process.
We also provide a marketplace for the listing and resale in the secondary market of Artworks that were originally minted and sold through the Platform. In the case of such secondary-market listings and sales, we do not buy, sell, store, or ever take custody or possession of any Artwork or the NFT constituting the Artwork. Neither Outland nor the Platform is the custodian of any such secondary-market Artworks. You understand and acknowledges that the smart contracts implemented in the applicable NFTs do not give Outland, at any time, custody, possession, or control of these Artworks or any User’s cryptocurrency. We do not own or control MetaMask or any other cryptographic digital wallet, any third-party cryptocurrency exchange such as Coinbase, any blockchain network such as Ethereum, your Internet browser, or any other third-party site, application, product, or service that you may use and/or require in order to access, visit, or use the Platform or any associated features or Outland Content. We will not be liable for the acts or omissions of any such third parties or their products and services, nor will we be liable for any loss or damage that you may suffer or cause as a result of your transactions or interactions with any such third parties or such products or services.
Wallet and Cryptocurrency
In order to participate in the Platform’s marketplace, you must establish a digital cryptographic wallet (such as MetaMask) that is supported by and connects to the Platform (a “Wallet”). Once it is connected to the Platform, your Wallet allows you to purchase, store, and engage in transactions on the Platform using the cryptocurrencies supported or required by the Platform, and to store the NFT constituting each Artwork you purchase or acquire via the Platform. The Wallets and cryptocurrencies supported by the Platforms are indicated in the descriptive and support information available to Users on the Platform’s website.
You understand and acknowledge that your Wallet address will be publicly visible on the applicable blockchain whenever you engage in a transaction via on the Platform, such that third parties will be readily able to view the assets held by the Wallet, and all associated blockchain transactions, by means of services such as Etherscan.io.
Use & Access
Member Account, Password, and Security
You are solely responsible for maintaining the security and confidentiality of your account and any associated passwords, and you will be fully responsible for any and all activities that occur under your password or account, whether or not you are the person signed in to the account, as well as for the security of the account. You agree (i) to immediately notify Outland of any unauthorized use of your password or account, or any other breach of security, and (ii) to ensure that you exit properly from your account at the end of each session. Outland will not be liable for any loss or damage arising from your failure to comply with this Section or from any other failure by you to maintain the security or confidentiality of your account.
The fees charged by Outland, and the terms and mechanics of sales and auctions conducted via the Platform, are set forth in the Fee section of the Platform’s website, which is incorporated herein by this reference.
You agree and understand that sales-related fees and secondary-market royalties are transferred, processed, or initiated via the applicable blockchain, and may be implemented automatically via smart contracts.
You understand and agree that (i) cryptographic transactions, such as sales, purchases, and transfers of Artworks, including transaction effected via the Platform, involve payment of one or more transaction fees (“Gas Charges”) in connection with the recordation of each transaction on the applicable blockchain; (ii) the applicable Gas Charges change constantly, often unpredictably, based upon the volume of pending transactions on the blockchain at any given moment; (iii) that such changes and the amount of Gas Charges incurred are entirely outside of Outland’s control; and (iv) Gas Charges are normally incurred even when transactions fail, time out, or are voluntarily cancelled. Under no circumstances will any sale, purchase, bid, offer, contract, transfer, or other transaction made via the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Charges for the transaction were unknown, higher than expected, or otherwise unacceptable; and in no event will we have any responsibility or liability as the result of any Gas Charges incurred in connection with any cryptographic transaction that fails, times out, or is cancelled for any reason.
You are solely responsible for payment of any and all sales, use, value-added, and/or other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority in connection with your purchase, sale, transfer, listing, exchange, and/or ownership of any Artwork via the Platform.
Rules & Restrictions
When using the Platform and/or Outland’s other services and functionality, you are not permitted to engage in any of the following:
- Manipulate the price of any Artwork in any way, including bidding on your own items, preventing bidding, or using Outland to conceal economic activity.
- Upload, post, or email any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under any contractual or fiduciary relationship; (iii) poses or creates a privacy or security risk to any person; (iv) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation, including unsolicited direct messaging; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vi) in the sole judgment of Outland, is objectionable or restricts or inhibits any other person from using or enjoying the Platform, or that may expose Outland or its users to any harm or liability of any type.
- Interfere with or disrupt the Platform, or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform.
- Violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control, or which would involve proceeds of any unlawful activity.
- Further, promote, or engage in any criminal activity or enterprise, or provide instructional information about illegal activities, including laundering money or financing terrorism.
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Solicit personal information from anyone under the age of 18.
- Harvest or collect email addresses or other contact information of other Users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
- Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized by Outland.
- Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform.
- Perform any task or function in connection with the Platform by means of any “bot”, web robots, scripts, “spider”, or any other form of artificial intelligence or automated program or application, or use any similar device or application to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect User information for any unauthorized purpose.
- Insert, upload, email, or attach to the Platform or any of its content, or send to any User, any malicious or unknown external links or files, or upload any content that contains a virus, Trojan horse, worm, time bomb, or other harmful computer code;
- Create more than one User account on the Platform, or create any User account by automated means or under false or fraudulent pretenses.
- Engage in spamming or posting any kind of publicity, attempt to get referrals, mass communication, money offers or requests, solicitation of services, advertising, marketing, nonsense messages, duplicated topics, illegal content, social website links, e-mail addresses, or instant messenger IDs, except as may be expressly authorized by Outland.
- Access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.
- Engage in any malicious or fraudulent activity.
We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Platform and/or any Platform-related services, access, features, or functionality, with or without notice, and we will not be liable to you or to any third party as the result of any such modification, suspension, or discontinuance.
Outland Intellectual Property
Exclusive of any intellectual property owned any third party (such as our participating artists and contributors, and the licensors and providers of third-party applications and materials), we are and will remain at all times the sole owner of the copyrights, patent rights, trademark rights, and all other intellectual-property rights in and relating to the Platform, the Outland Content, the software, programming, algorithms, code and technology used to implement, operate, and maintain the Platform, and our trademark, service marks, and logos relating to the Platform and the Outland brand (collectively, the “Outland IP”).
Nothing herein will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Outland IP without our prior express written permission in each instance. All goodwill arising all use of the Outland IP will inure solely to our exclusive benefit.
Except as expressly authorized by Outland, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell distribute or create derivative works based on the Outland IP or Outland Content, in whole or in part. You will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods in connection with the Platform.
If you are blocked by Outland from accessing the Platform or any section or feature thereof (including means of by blocking your IP address) you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
Any use of the Platform and/or any the Outland IP other than as specifically authorized herein or otherwise expressly authorized by Outland in writing.
You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in our proprietary software, programming, algorithms, code and technology.
Any rights not expressly granted herein are reserved by Outland.
Artwork Ownership License
The Artist who created each Artwork owns and retains all legal right, title, and interest in all intellectual property rights in the Artwork, subject to Outland’s ownership and rights in the Outland IP (as defined below). Your ownership of each Artwork acquired through the Platform is subject to the terms of the ownership license customarily provided in connection with such Artwork, as specified in the listing for the Artwork (the “Ownership License”). You agree to fully comply with the terms of the applicable Ownership License with respect to your ownership, use, and disposition of each Artwork acquired through the Platform.
Third-Party Materials & Links
All third-party trademarks, registered trademarks, and product/brand names mentioned on the Platform and/or in any Outland Content, or in any content uploaded, disseminated, or shared via the Platform by any Users (“User Content”), are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of each applicable intellectual property rights holder. Reference to any brands, products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Outland.
The Platform, the Outland Content, and the User Content associated content or features may also contain links or functionality for access to or use of third-party websites and/or third-party applications, or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties. When you click on a link to, or access and use, any such third-party website, application, or materials, though we may not warn you that you have left the Platform, you may or will be subject to the terms and conditions (including privacy policies) of another website or destination. Such third-party websites, applications, and materials are not under our control, and may be “open” or “decentralized” applications with respect to which no recourse is possible. We will have no responsibility or liability with respect to any such third-party websites, applications or materials. We provide links to them only as a convenience, and we do not review, approve, monitor, endorse, verify, warrant, or make any representations with respect to them, or any associated, products, services, functionality, or items. Your use of all such links is entirely at your own risk.
Your User Content
With respect to any User Content you upload through the Platform or share with other users or recipients, you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity/privacy contained therein. By uploading any User Content you hereby grant and will grant Outland and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform and in the Outland’s editorial content, and in the promotion, advertising or marketing thereof in any form, in any medium or by means of any technology now known or later developed.
Any questions, comments, suggestions, ideas, feedback, or other information or User Content you provide via the Platform to Outland will be deemed non-confidential, and we will be entitled to the unrestricted use and dissemination of the same for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
We may preserve and/or disclose your User Content if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with any legal process or any law or governmental request; (ii) to enforce these Terms of Service; (iii) to respond to any claim that any User Content violates any right of any third party ; or (iv) protect the rights, property, and/or personal safety of Outland, Users, Outland artists and contributors, and/or the public.
License to Use Platform
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Platform, the Outland Content, and our associated services and content, subject to your compliance with these Terms of Service; provided, however, that each Artwork purchased hereunder will be subject to the terms of the applicable Ownership License.
By creating an Outland account, or by otherwise expressly providing us with the applicable contact information, you consent to receive electronic communications from us (e.g., via email, push notifications, text messages, and/or any other types of messages). These communications may include notices about your account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications that we think will be of interest to you.
Infringement Claims & DMCA Take-Down Notices
Outland respects the intellectual property of others, and we expect you to do the same. If you believe your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, by any material used in or on the Platform, you may notify Outland of your infringement claim pursuant to the procedure set forth below.
Outland will process and investigate notices of alleged infringement and will take appropriate action as required by the Digital Millennium Copyright Act (the “DMCA”) and other applicable intellectual property laws.
To serve us with a DMCA Take-Down Request, you must send a written notification of the claimed copyright infringement to Outland’s copyright agent by means of an email with the subject line “DMCA Take-Down Request” sent to the following email address: firstname.lastname@example.org.
To be effective, the notification must contain the following:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
- A description of the copyrighted work or other intellectual property that you claim has been infringed.
- A description of where the allegedly infringing material is located on the Platform, with enough detail to enable us to readily find it.
- Your address, telephone number, and email address.
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright or intellectual property owner, the owner’s agent, or the law.
- A statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the owner of the applicable copyright or intellectual property, or are authorized to act on the owner’s behalf.
If your User Content is removed or restricted as the result of a DMCA Take-Down Notice received by us, and you believe the User Content and/or the disputed use is not infringing, you may send a written counter-notice to our copyright agent at the email address noted above. To be effective, the counter-notice must contain the following:
- Your physical or electronic signature.
- Identification of the content that has been removed or restricted, and the location where the content appeared before such removal or restriction.
- A statement that you have a good faith belief that the content was removed or restricted as a result of mistake or a misidentification of the content or its allegedly infringing status.
- Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- If a counter-notice is received by our copyright agent, we will send a copy of the counter-notice to the original complaining party informing that person that the applicable User Content may be restored unless the complaining party files an infringement action against the allegedly infringing User. If such action is not filed within 10 business days after the complaining party’s receipt of the counter-notice, we will be entitled to restore the applicable User Content, in our sole discretion.
We may in our sole discretion limit or terminate access to the Platform and/or terminate the account of any User who we believe has infringed any intellectual property right, whether or not there is any repeat infringement. We will not be liable to any User for removing allegedly infringing items from the Platform or otherwise fulfilling our legal obligations under the DMCA or other applicable law in our reasonable discretion.
You expressly agree to cooperate with, and to respond on a timely basis to, our investigations, requests, and inquiries related to DMCA disputes and/or allegations of infringement.
Verification of Identity
We will be entitled to verify your identity in circumstances where in our discretion we deem it to be required or appropriate. This may include comparing your personal information against third-party databases or official legal documents. You authorize us to make any inquiries necessary to confirm your identity, your ownership of your email address, and your ownership of your financial accounts. Upon our request, you agree to provide such information about you as may be reasonably required to assist us in verifying your identity.
Termination & Suspension
In our sole discretion and for any reason, we may terminate or suspend your account and/or your access to or use of the Platform (or any part thereof), and remove and discard any User Content or other content posted on or provided by the Platform, including, without limitation, as the result of (i) a belief that you have violated or acted inconsistently with the letter or spirit of these Terms of Service, (ii) suspected fraudulent, abusive or illegal activity, or (iii) lack of usage of the Platform.
We may also, in our sole discretion and at any time, discontinue providing the Platform and/or any part of the Outland Content, or any part thereof, or any associated features or services, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that we will not be liable to you or any third party as the result of for any such termination or suspension of your account and/or your access to the Platform.
Interactions with Other Users
We do not get involved in disputes between Users. You are solely responsible for your interactions with other Users in connection with the Platform, including, without limitation, any purchasers or sellers with whom you may communicate, deal, or transact, and we will have no liability or responsibility in this regard. However, we reserve the right, without obligation, to intervene in any dispute between you and any other User and to take such action as we deem appropriate in our discretion, including, without limitation, suspending or terminating your or the other User’s account, or suspending the sale, transfer, or listing of any Artwork.
Your Knowledge & Experience
You represent and warrant that you are knowledgeable, experienced, and sophisticated in using blockchain technology and that you understand and accept the risks associated with technological and cryptographic systems such as blockchains, NFTs, cryptocurrencies, smart contracts, consensus algorithms, decentralized or peer-to-peer networks and systems, and similar systems and technologies, which risks may include malfunctions, bugs, timing errors, transfer errors, hacking and theft, changes to the protocol rules of the blockchain (e.g., forks), hardware, software and/or Internet connectivity failures, unauthorized third-party data access, and other technological risks, any of which can adversely affect the Artwork and expose you to a risk of loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell digital assets.
You acknowledge and accept that:
- The prices of blockchain assets, including NFTs, are extremely volatile and unpredictable as the result of technological, social, market, subjective, and other factors and forces that are not within Outland’s control.
- Digital assets such as the Artworks listed or acquired via the Platform may have little or no inherent or intrinsic value.
- Fluctuations in the pricing or markets of digital assets such as Artworks could materially and adversely affect the value of each Artwork and cause significant price volatility.
- Providing information and conducting business over the Internet and via related technological means with respect to cryptocurrencies and digital assets such as the NFT, and your use of digital and Internet outlets and applications such as the Platform, entails substantial inherent security risks that are or may or many not be avoidable and that may expose you to hacking, phishing, or fraud that could cause the loss of your NFTs, your cryptocurrency, and/or your other assets.
- Due to the aforementioned risk factors and other factors that cannot be predicted or controlled, there is no assurance whatsoever that any Artwork purchased, sold, or listed on the Platform will retain its value at the original purchase price or that it will attain any future value thereafter.
You acknowledge that transactions executed by means of the Platform, such as, without limitation, primary-market sales, secondary-market sales, listings, offers, bids, acceptances, swaps, and similar transactions, and your interaction and use of the Platform and the Content, utilize experimental blockchain, cryptographic, smart-contract, Internet, and other technology, and you acknowledge and agree that such technologies are experimental, speculative, and inherently risky, and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency, NFTs, and/or other assets, or lost opportunities to buy or sell NFTs.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OUTLAND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
In particular, without limitation, we make no warranty (i) that the Platform and the Outland Content will meet your requirements, (ii) that the Platform will be uninterrupted, timely, or error-free, or free of hacking or breaches of security, (iii) that the results that may be obtained from the use of the Platform and/or the Outland Content will be accurate or reliable, or (iv) that the quality of any products, services, information, or other material purchased or obtained by you through the Platform will meet your expectations.
Limitation of Liability
We will not be liable for any loss or damage you suffer or cause in connection with your use or interaction with the Platform, including, without limitation, the following:
- Unauthorized third-party activities and actions, such as hacking, exploits, introduction of viruses or other malicious code, phishing, Sybil attacks, 51% attacks, brute forcing, mining attacks, cybersecurity attacks, or other means of attack or hacking that affects the Platform, any Outland Content, and/or any Artwork in manner that harmfully affects or causes the loss of any Artwork or other asset owned by you.
- Weaknesses in security, blockchain malfunctions, or other technical errors.
- Telecommunications or Internet failures.
- Any protocol changes or hard forks in the blockchain.
- Errors by you (such as forgotten passwords, lost private keys, or mistyped addresses).
- Errors by us (such as incorrectly constructed or programmed transactions or weaknesses in Platform security).
- Unfavorable regulatory determinations or actions, or newly implemented laws or regulations, in any jurisdiction.
- Taxation of NFTs or cryptocurrencies, the uncertainty of the tax treatment of NFT or cryptocurrency transactions, and any changes in applicable tax laws, in any jurisdiction.
- Your inability to access, transfer, sell, or use any Artwork for any reason.
- Personal information disclosures or breaches.
- Total or partial loss of value of any Artwork due to the inherent price volatility of digital blockchain-based and cryptocurrency assets and markets.
- Outages, delays or any inability to use the Platform for any reason.
- Unauthorized access to or alteration of your transmissions or data.
- Statements or conduct by User or other third party via the Platform.
- Any claim that any Artwork infringes any copyright, trademark, patent, or other intellectual property right of any third party.
- Any and all similar or comparable circumstances, occurrences, harm, damages, costs, claims, or causes of action.
Our total liability to you for all damages, losses or causes of action with respect to any claim asserted by you in connection with the Platform or its use will not exceed the amount you have paid Outland in the six-month period prior to the assertion of your claim (or, if greater, the sum of USD $1,000). Any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one year after the claim or cause of action accrues, or be forever barred
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OR OTHERWISE WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitations on liability apply to all claims, whether based in contract, tort, or any other legal or equitable theory.
Notwithstanding the foregoing, nothing herein will be deemed to exclude or limit any liability if it would be unlawful to do so, such as any liability that cannot legally be excluded or limited under applicable law. It is acknowledged that the laws of some jurisdictions do not allow some or all of the disclaimers, limitations or exclusions set forth herein. If these laws apply in your case, some or all of the foregoing disclaimers, limitations or exclusions may not apply to you, and you may have additional rights.
Indemnification & Release
You agree to release, indemnify and hold Outland and its affiliates and their respective officers, employees, directors, agents, and successors (collectively, the “Outland Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury arising out of or relating to your use of the Platform or any content obtained through the Platform, your violation of these Terms of Service or any applicable law, or your violation of the rights of any third party, other than any liability, losses, damages or expenses resulting from the actions or inaction of any Outland Indemnitee.
With respect to the claims released by you hereunder, you hereby waive the provision of California Civil Code Section 1542 (if and as applicable), which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If any comparable legal provision applies in any other jurisdiction, you hereby also waive such provision to the maximum extent permitted by law.
This Agreement is governed by the laws of the British Virgin Islands applicable to contracts to be wholly performed therein, without reference to conflicts-of-laws provisions.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. Any and all disputes or claims arising out of or relating to this Agreement will be resolved by binding arbitration in the British Virgin Islands conducted by the BVI International Arbitration Centre, and not by court action except with respect to prejudgment remedies such as injunctive relief. Each party will bear such party’s own costs in connection with the arbitration. Judgment upon any arbitral award may be entered and enforced in any court of competent jurisdiction.
YOU AND WE WAIVE ANY AND ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we have instead agreed that all claims and disputes arising hereunder will be resolved by arbitration, as provided above.
ALL CLAIMS AND DISPUTES FALLING WITHIN THE SCOPE OF ARBITRATION HEREUNDER MUST BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS-ACTION, COLLECTIVE-CLASS, OR NON-INDIVIDUALIZED BASIS. YOUR CLAIMS CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER OWNER OF AN NFT OR OTHER WORK BY THE ARTIST. If applicable law precludes enforcement of this limitation as to a given claim for relief, the claim must be severed from the arbitration and brought in the applicable court located in the British Virgin Islands. All other claims must be arbitrated.
The foregoing dispute-resolution terms do not preclude you from bringing any issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
Notice to California Users
Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Modifications & Waivers
These Terms of Service cannot be amended or waived except in a written document signed by an authorized person on behalf of Outland. Our failure in any instance to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.
If any term, clause, or provision of these Terms of Service is held to be invalid or unenforceable, it will be deemed severed from the remaining terms hereof and will not be deemed to affect the validity or enforceability of such terms.
This Agreement and the rights and access granted herein are personal to you and are not capable of assignment by you.
These Terms of Service set forth the entire agreement with respect to your use of the Platform and the access and services provided by Outland in connection therewith, superseding all previous agreements, understandings, statements, representations, discussions, and arrangements in this regard; provided, however, that you also may be subject to additional terms and conditions that may apply when you use affiliated or third-party services, third-party content and/or third-party software.