Last Updated: November 12th, 2023
The “Terms and Conditions” set forth below (collectively, these “NFT Terms”) apply to any NFT (defined below) that:
you receive from GreenPark, whether through purchase, or as a reward, prize or gift given by GreenPark, or otherwise;
you receive from a third party (e.g., when you acquire an NFT from the previous owner of that NFT on the secondary market); or
you receive by converting (“minting”) a Virtual Good item you already have into an NFT (if GreenPark allows you to do so).
As used herein:
"GreenPark" or "we" means GreenPark Sports, Inc., a Delaware corporation that operates the website https://greenparksports.com/.
“GreenPark NFT Marketplace” means the GreenPark website located at nft.greenparksports.com, which operates as GreenPark’s online destination for public release of NFTs.
"Wallet" means a digital wallet provided and maintained by a third-party wallet operator (e.g., Metamask), which allows the holder or an authorized user of the wallet to send, receive, and store cryptocurrencies and other blockchain-based assets.
TERMS AND CONDITIONS:
As a recipient of an NFT (through purchase or otherwise), you understand, acknowledge and agree to ALL OF the following TERMS AND CONDITIONS:
(1) No Warranty of Value; Assumption of Risk: Collectible blockchain-based assets have no inherent or intrinsic value and their prices can be extremely volatile, unpredictable, and subjective. GREENPARK AND OUR AFFILIATES AND SUPPLIERS DO NOT REPRESENT OR WARRANT THAT AN NFT HAS ANY MONETARY VALUE, OR WILL INCREASE (OR DECREASE) IN VALUE OVER TIME, OR WILL MAINTAIN ANY VALUE, OR CAN BE SOLD, RESOLD, TRADED, LIQUIDATED OR EXCHANGED FOR ANY TYPE OF "REAL WORLD" MONEY OR ASSET. The initial selling price of an NFT listed in the GreenPark NFT Marketplace is set arbitrarily by GreenPark and does not represent, warrant, reflect, suggest or infer any current or future value of that NFT. Neither GreenPark nor any of our affiliates or Suppliers determines or controls the selling or trading price of an NFT on the secondary market, which price is set and controlled solely by the then-current owner of that NFT. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT IF YOU CHOOSE TO PURCHASE AN NFT, YOU ASSUME ANY AND ALL RISKS OF LOSS OF MONEY AND LOSS OF VALUE ASSOCIATED WITH THAT NFT.
(2) Inherent Risks With Digital Assets: There are risks associated with Internet-based digital assets, which include, but are not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT GREENPARK AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE GREENPARK NFT MARKETPLACE, HOWEVER CAUSED.
(3) Inherent Risks with Third-Party Blockchain Network: All NFT transactions (purchase, sale, trading, transfer, etc.) are dependent upon the applicable third-party blockchain network (e.g., Ethereum). Smart contracts and third-party blockchain network technologies are still in an early development stage and unproven. Changes and updates to the applicable third-party blockchain network, a hard fork in the applicable third-party blockchain network, or a change in how transactions are confirmed on the applicable third-party blockchain network, may materially adversely affect the GreenPark NFT Marketplace and the potential value or utility of NFTs.
(4) Risks of Theft and Loss: Please be aware that hacks, cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities, defects or flaws in the applicable third-party blockchain network, or other events that are beyond our control may lead to partial or complete theft or loss of NFTs.
(5) Regulatory Uncertainty: The legal and regulatory regime governing blockchain technologies, cryptocurrencies, NFTs, etc. is uncertain, and new regulations or policies may materially adversely affect the GreenPark NFT Marketplace and the potential value or utility of NFTs.
(6) Not An Investment or Security: AN NFT IS NOT AN INVESTMENT, SECURITY, SHARE OF STOCK OR EQUITY INTEREST, DEBT OR LOAN, NOR A DERIVATIVE INSTRUMENT OF ANY OF THE FOREGOING. Nothing in the GreenPark NFT Marketplace or otherwise communicated or provided by GreenPark or any of our affiliates or Suppliers constitutes a prospectus or offering document, or is an offer to sell or solicitation of an offer to purchase an investment, security, share of stock or equity interest.
(7) Use of Wallet: In an NFT purchase transaction, the cryptocurrency assets used to pay for the NFT are transferred from the buyer/recipient’s Wallet to the seller’s (or its agent’s) Wallet, and the NFT is then transferred from the seller’s (or its agent’s) Wallet to the buyer/recipient’s Wallet. So, in order to acquire an NFT on the GreenPark NFT Marketplace, you must have a Wallet that is accepted by GreenPark, and must connect such Wallet to your account on the GreenPark NFT Marketplace. By using a Wallet to acquire an NFT, you represent and warrant that you are the lawful holder or an authorized user of such Wallet and that you are in compliance with all of the terms, rules and policies of the third-party wallet operator in connection with your use of such Wallet. Acceptable Wallets and acceptable types of cryptocurrency for purchase of NFTs on the GreenPark NFT Marketplace are subject to change at any time in GreenPark’s sole discretion.
The operation and security of your Wallet is entirely the responsibility of the applicable third-party wallet operator (e.g., Metamask). YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT GREENPARK AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DEFECT, ERROR, MALFUNCTION, FAILURE, OR BREACH OF SECURITY OF YOUR WALLET, OR FOR ANY DAMAGES OR LOSSES (INCLUDING ANY LOSS OF NFT, CRYPTOCURRENCY, OR OTHER DIGITAL ASSETS) YOU MAY INCUR AS A RESULT.
(8) Payment for A Purchase: By purchasing an NFT, you agree to pay the selling price in the type of cryptocurrency as listed at the point of sale for that NFT, including any applicable transaction fees (“gas fees”), and your obligation to pay becomes final and binding the moment you submit an order for that NFT. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency you have agreed to pay at the time of purchase. No fluctuation in the value of any currency, whether cryptocurrency or otherwise, will impact or excuse your obligation to pay in connection with a purchase.
(9) Use of Third-Party Blockchain Network: GREENPARK AND OUR AFFILIATES AND SUPPLIERS DO NOT SEND, RECEIVE, OR STORE NFTS OR CRYPTOCURRENCIES ON THE GREENPARK SERVICES (INCLUDING THE GREENPARK NFT MARKETPLACE). Rather, NFTs and cryptocurrency assets exist only by virtue of their ownership records maintained on the applicable third-party blockchain network (e.g., Ethereum). This means that all transfers involving NFTs and cryptocurrency assets, including their associated smart contracts, are conducted and occur solely on the applicable third-party blockchain network. GREENPARK AND OUR AFFILIATES AND SUPPLIERS HAVE NO CONTROL OVER THE APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK, AND MAKE NO WARRANTY THAT ANY TRANSFER INVOLVING NFTS OR CRYPTOCURRENCY WILL BE EFFECTED ON APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK.
(10) Purchase Not Reversable and Not Refundable: Because any transfer of NFTs and cryptocurrency assets occurs solely on the applicable third-party blockchain network, GREENPARK AND OUR AFFILIATES AND SUPPLIERS DO NOT HAVE THE ABILITY TO CANCEL, REVERSE, OR REFUND AN NFT PURCHASE OR PAYMENT THEREFOR.
(11) Taxes: You are solely responsible for determining what taxes, if any, apply to your purchase, receipt, ownership, use, sale, resale, trading, transfer or other disposition of an NFT, and you are solely responsible for paying any and all such taxes. GreenPark and our affiliates and Suppliers are not responsible for determining or paying any taxes that may apply to your purchase, receipt, ownership, use, sale, trading, transfer or other disposition of an NFT.
(12) Gas Fees: When you purchase or sell an NFT, the applicable third-party blockchain network (e.g., Ethereum) may charge “gas fees,” and you agree to pay such fees and authorize GreenPark and our affiliates and Suppliers to automatically deduct such fees from your payment.
(13) No Transfer of Intellectual Property Rights in NFTs: When you acquire an NFT (through purchase or otherwise), you acquire possession of that NFT as your personal property and will have the right to sell, transfer, or otherwise dispose of that NFT.
HOWEVER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT: (I) AS A RECIPIENT OF AN NFT, YOU DO NOT ACQUIRE ANY TITLE OR OWNERSHIP IN ANY TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN ANY OF THE CONTENT OR MATERIAL COMPRISING THAT NFT; AND (II) GREENPARK AND/OR OUR AFFILIATES OR SUPPLIERS (AS APPLICABLE) RETAIN OWNERSHIP OF ALL INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS IN ALL OF THE CONTENT AND MATERIAL COMPRISING THAT NFT, AND THERE IS NO SALE OR TRANSFER OF ANY SUCH INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS FROM GREENPARK OR OUR AFFILIATES OR SUPPLIERS (AS APPLICABLE) TO YOU IN CONNECTION WITH YOUR ACQUIRING OF THAT NFT (THROUGH PURCHASE OR OTHERWISE).
For clarity, the content or material comprising an NFT (the “Content” of an NFT) may include any of the following: (i) the names, brands, marks, logos, and/or other identifiers of GreenPark or our affiliates or Suppliers (as applicable); (ii) the names, likenesses, voices, autographs, and/or other elements of identity of real persons (e.g., athletes); and (iii) original works of authorship owned by GreenPark and/or our Suppliers, such as text, artwork, designs, photos, images, graphics, animations, audio material (such as music, sound effects, etc.), and video material.
GreenPark and our affiliates and Suppliers grant to you, as a recipient of an NFT, a non-exclusive, worldwide, royalty-free, limited and revocable license to use and display the Content of such NFT (without alteration or modification), solely for the following purposes: (i) for your own personal, non-commercial uses; and (ii) in connection with your sale, transfer, trading, or other disposition of such NFT consistent with your ownership thereof.
(14) Commercial Use of NFTs Prohibited: You may not (or cause or permit any third party to) make commercial use of any of the Content of an NFT, or any content or material derived therefrom, without the express prior written authorization of GreenPark or our affiliates or Suppliers (as applicable). Without limiting the generality of the preceding sentence, you may not (or cause or permit any third party to):
reproduce, use or display any of the Content of an NFT, or any content or material derived therefrom, in connection with advertising, promotion, marketing, or sale of any third-party product or service;
reproduce, use or display any of the Content of an NFT, or any content or material derived therefrom, in/on any merchandise, collectible or memorabilia (digital or non-digital) that is intended for sale or commercial distribution; or
reproduce, use or display any of the Content of an NFT, or any content or material derived therefrom, in any film, television, video, game, or other media production of a commercial nature.
(15) Other Prohibited Activities: You may not:
use a Wallet that you neither own nor have authorization to use;
use a Wallet in violation of any applicable law or any of the terms, rules or policies of the applicable third-party wallet operator;
sell or attempt to sell any digital collectible that is fake or forgery, or that infringes upon or violates any intellectual property or other proprietary rights of GreenPark or any of our affiliates or Suppliers, or violates any applicable law;
use the GreenPark NFT Marketplace to carry out any illegal activities, including, without limitation, money laundering, terrorist financing, fraud/scams/deceptive trading, and activities designed to disrupt the operation of the GreenPark NFT Marketplace or another’s access and use of the GreenPark NFT Marketplace;
engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
trading an NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT, or unfairly or deceptively influencing the market price of an NFT;
for the purpose of creating or inducing a false or misleading appearance of activity in an NFT or creating or inducing a false or misleading appearance with respect to the market for an NFT: (A) executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of an NFT with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such NFT, has been or will be entered by or for the same or different parties; or
participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT.
(16) As Determined by GreenPark: For any NFT that we decide to release to the public, we determine, in our sole discretion, the form, quantity, price, composition, and characteristics of such NFT. If we release NFTs as a collection, series, set or group (“Set”), we may, in our sole discretion, reserve any number of NFTs from a given Set, and we are under no obligation to make available all NFTs from any given Set. We will disclose in connection with the sale of any Set of NFTs if a portion of such Set has been reserved.
(18) DISCLAIMERS: THE GREENPARK NFT MARKETPLACE AND ALL NFTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GREENPARK AND OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GREENPARK NFT MARKETPLACE AND ALL NFTS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT.
WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, GREENPARK AND OUR AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT: (i) THE GREENPARK NFT MARKETPLACE AND ALL NFTS WILL BE SECURE, RELIABLE, OR ERROR-FREE, OR WILL BE UNINTERRUPTED, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (ii) ANY DEFECT OR ERROR IN THE GREENPARK NFT MARKETPLACE OR IN ANY NFT WILL BE CORRECTED; OR (iii) THE GREENPARK NFT MARKETPLACE AND ALL NFTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
(19) Limitation of Liability for NFT Related Losses: YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT GREENPARK AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES AND/OR CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF (OR YOUR INABILITY TO USE) THE GREENPARK NFT MARKETPLACE, OR YOUR PURCHASE, RECEIPT, USE, SALE, TRADING, TRANSFER OR OTHER DISPOSITION OF ANY NFT, OR YOUR INABILITY TO PURCHASE, RECEIVE, USE, SELL, TRADE, TRANSFR OR OTHERWISE DISPOSE OF ANY NFT (COLLECTIVELY,“NFT RELATED LOSSES”).
WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, GREENPARK AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY NFT RELATED LOSSES THAT RESULT FROM ANY OF THE FOLLOWING:
USER ERROR, SUCH AS AN INADVERTENT PURCHASE OR A PURCHASE MADE IN ERROR OR BY MISTAKE, FORGOTTEN PASSWORDS, OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR TRANSACTIONS;
INTERNET CONNECTION ISSUES, SERVER ISSUES, HARDWARE OR SOFTWARE ISSUES, OR CORRUPTION OR LOSS OF DATA;
ANY ISSUE WITH THE APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUE RESULTING IN ASSET OR FUND LOSSES, AND INCLUDING ALSO LATE REPORT OR NO REPORT AT ALL OF ANY SUCH ISSUES BY DEVELOPERS OR REPRESENTATIVES;
ANY ISSUE WITH A WALLET YOU USE, INCLUDING, WITHOUT LIMITATION, WALLET ERROR, MALFUNCTION OR FAILURE, OR CORRUPTED WALLET FILES; OR
UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE GREENPARK NFT MARKETPLACE, OR AGAINST THE APPLICABLE THIRD-PARTY BLOCKCHAIN NETWORK, OR AGAINST A WALLET.
(20) User Release and Indemnity: You agree to release and forever discharge (to the fullest extent permitted by applicable law), and further agree to indemnify and hold harmless, GreenPark and our affiliates and Suppliers, including our and their successors and assigns, from any and all NFT Related Losses.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH ANY AND ALL NFT RELATED LOSSES, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
(21) Changes to the Terms: We may revise and update these NFT Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and will thereafter apply to all NFTs subject hereto. However, any changes to the dispute resolution provisions set forth in these NFT Terms will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted.