These NFT Terms of Sale (“NFT Terms”) apply to sales by Inspired Member Inc. (“Inspired,” “we,” “us,” or “our”), through Inspired’s websites, blockchain-based applications, and Third Party Sites (collectively, the “Platform”) of non-fungible tokens (“NFTs”). Inspired may sell NFTs to initial purchasers, and may provide goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), including access to the Platform, subject to your acceptance of these NFT Terms.
We reserve the right, at our sole discretion, to change or modify portions of these NFT Terms at any time and your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new NFT Terms. We may immediately terminate our contract with respect to you and your access to the Platform and any NFTs if you fail to comply with any of the NFT Terms.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE NFT TERMS OR YOUR PURCHASE OF, ACQUISITION OF, AND/OR OWNERSHIP OF, NFTS THROUGH THE PLATFORM CONSTITUTES YOUR AGREEMENT TO THESE NFT TERMS. IF YOU ARE ACCEPTING THESE NFT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE NFT TERMS, YOU MUST NOT ACCEPT THESE NFT TERMS AND MAY NOT USE THE PLATFORM ON BEHALF OF SUCH COMPANY OR LEGAL ENTITY.
1. PURCHASE AND OWNERSHIP
1.1 Our NFTs. NFTs that we provide:
- may include additional functionality, content, or subscription access to goods, services, and/or experiences, that is subject to change at our discretion;
- may be unique or part of a limited series, or redeemable only once;
- may include the ability to redeem an electronic certificate for goods, services and experiences, which may be unique or part of a limited series, or redeemable only for a specified number or amount of goods, services and experiences;
- may be subject to additional terms or qualifications as stated in the description of the NFT; and
- are subject to applicable laws as in effect from time to time.
1.2 Age restrictions
NFTs provided by Inspired are intended for purchase and use by persons 18 years of age or older. You acknowledge and agree that you are not permitted to visit Inspired’s website or purchase the NFTs, and will not access Inspired’s website or purchase any NFTs provided by Inspired if you are under the age of 18. By using the Platform, you certify that you are at least 18 years of age and agree to provide us with accurate information and verification concerning your age or identity if we request it. You also agree not to assist anyone under the age of 18 in accessing Inspired’s website or the NFTs or attempt to contact anyone under 18 while accessing or using the Platform.
1.3 Ownership of NFTs
“Own” means your rights in and to an NFT you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the applicable blockchain and “Purchased NFT” means an NFT that you Own. Inspired may, at its option, use third party platforms or wallet extensions (which may be owned or operated by third parties) to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.
UNLESS STATED OTHERWISE IN THE DESCRIPTION OF THE APPLICABLE NFT, A PURCHASED NFT WILL BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE SUBJECT TO THESE NFT TERMS. NFTS THAT WE PROVIDE ARE UTILITY TOKENS TIED TO UNIQUE GOODS, SERVICES AND EXPERIENCES. YOU SHOULD NOT PURCHASE OUR NFTS WITH A VIEW TO INVESTMENT, RESALE OR SPECULATION. THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.
1.4 Ownership of Art.
Inspired or its licensors own all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas and other creative materials that may be associated with or underlying Purchased NFT (collectively, “Art”), and all intellectual property rights related thereto. The rights that you have in and to the Art are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and Restrictions.” Notwithstanding any purchase of NFTs, all right, title, and interest in the Inspired Intellectual Property (as defined below), including the Art and other Inspired Intellectual Property incorporated in any NFTs (including Purchased NFT and all intellectual property rights therein, are owned by Inspired or its licensors, and you agree not to infringe or misappropriate those exclusive rights.
1.5 Terms of Sale.
All sales of NFTs are final. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs using real or virtual/ cryptocurrency, where multiple payment options are made available to you. You may resell or otherwise transfer a Purchased NFT where this is permitted by these NFT Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from you agrees to and is bound by these NFT Terms.
1.6 NFT Offering:
We may issue new NFTs and related goods and experiences in the future.
1.7 Membership NFTs
Membership NFTs are on-chain representations of premium memberships within our platform, and provide access to additional features, benefits, and experiences. We reserve the right to adjust these features, benefits, and experiences at our sole discretion.
1.7.1 Membership Types
Each membership is designated a specific membership type, which corresponds to a set of features, benefits, and experiences available to the owner of the Membership NFT. Each Membership NFT will indicate the membership type in the “Membership” property of the NFT metadata.
1.7.2 Membership Tiers
Our sale of Membership NFTs pursuant to these NFT Terms will be launched in sequential tiers; Tier 1, Tier 2, Tier 3 and so on. Membership tiers are used to segment members of a particular Membership Type, when necessary, to inform allocations and availability for exclusive offers and benefits. For example; Tier 1 may receive 2 units and early access to claim, whereas Tiers 2 and 3 may receive 1 unit to claim.
When a Membership Tier is added to a Membership Type, the initial supply is set, which limits the maximum number of NFTs that can be minted for the tier. We may reduce supply of an existing Membership Tier, and add new Membership Tiers at our sole discretion. Increasing the supply of an existing Membership Tier (which already has at least 1 NFT minted) will not occur, unless approved by a majority CO/CREATOR vote.
Each NFT priced in Ethereum (ETH) as determined by us in our sole discretion and displayed on the Platform at the time of purchase), exclusive of blockchain network “gas” costs for NFT minting. Additional sales tax may be charged.
2 SPECIAL RULES PERTAINING TO REDEEMABLE BENEFITS
With respect to any NFT that includes a digital certificate that grants you the right to receive an exclusive products, or to take part in exclusive experiences (each referred to herein as “Redeemable Benefits”), the following additional rules will apply, as well as any additional restrictions imposed by applicable law:
2.1 Participation in Exclusive Experiences.
Regardless of who Owns the applicable NFT as of the date of redemption of the applicable Redeemable Benefit, the right to take part in an experience curated by Inspired will be held by the record holder of the NFT at the time of the applicable experience, provided that such record holder meets the eligibility criteria. Additional terms may apply, as provided for in the description of the NFT, as reasonably required by Inspired or as required by applicable law. In the event that the record holder of the NFT at the time of the applicable experience refuses to comply with such additional terms, Inspired may cancel the applicable Redeemable Benefits and deny participation in such experience, without any compensation to any party.
The Platform and any Purchased NFT are solely for your personal, noncommercial use. You will not use the Platform or Purchased NFT for any other purpose. We may require that you register with us or one of our Platform partners in order to access the NFTs. If you are required to register an account with us or any such third party, you agree to provide accurate, current and complete information about yourself as part of that process.
4. INTELLECTUAL PROPERTY OWNERSHIP, LICENSES AND RESTRICTIONS
Subject to the licenses expressly granted below, Inspired or its applicable licensors own all rights, title and interest in and to the Art and technology associated with the NFTs, and all intellectual property rights related thereto (collectively, “Inspired Intellectual Property”). Inspired Intellectual Property may be used only in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these NFT Terms.
4.2 Grant of License: Generally.
Subject to your continued compliance with these NFT Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Purchased NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFT to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased NFT, provided that the website or application cryptographically verifies each NFT’s owner’s rights to display the Art for their Purchased NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website or application.
The license granted in this Section 4.2 applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 4.3 will immediately terminate with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Art for that NFT.
4.3 Grant of License: Art.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFT to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Art for your Purchased NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these NFT Terms or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFT; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFT; or (vii) otherwise utilize the Art for your Purchased NFT for your or any third party’s commercial benefit.
We may modify or discontinue the NFTs or the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided that we will use reasonable efforts to provide advance notice of such action. Inspired, including its licensors will not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software, applications or functionality.
5. TERMS OF SERVICE; PRIVACY AND ACCESS CREDENTIALS
5.1 Terms of Service; Privacy.
5.2 Access Credentials.
When registering for the Platform or third party services that facilitate access to the Platform, you may be required to select credentials, including a username and password, private key, or other form of secure authentication that will be used to access your account (collectively, “Access Credentials”). You are responsible for any use of your Access Credentials, whether by you or others. You agree to keep your Access Credentials confidential and not share them with anyone else. Inspired is not liable for any loss or damage arising from your failure to protect your Access Credentials or any other personal information, including but not limited to loss of access to any NFTs. You authorize Inspired to act on instructions received through use of your Access Credentials, and Inspired may, but is not obligated to, deny access or block any transaction made through use of your Access Credentials without prior notice.
We may, in our sole discretion at any time, for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform and any NFTs. Termination may include, but not be limited to (i) removal of your access to, or listing of NFTs on, the Platform, (ii) the deletion of all account information related to the NFTs from the Platform, and (iii) barring any further use of or access to the Platform by you.
7. ASSUMPTION OF RISK.
You acknowledge that NFTs carry the following risks among others. We expressly disclaim any responsibility for these risks.
7.1 Inherent Risks with Digital Assets
There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but 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 electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum blockchain network, however caused.
7.2 Value and Volatility
The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Purchased NFTs, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any Purchased NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular NFT.
7.3 Use of Blockchain.
The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Ethereum blockchain network. Any transfer of NFTs occurs within the supporting blockchain in the Ethereum blockchain network, and not on the Platform. We do not make any promises or guarantees about the availability of NFTs or that it will host your or any other NFTs at any specific location or for any specific period of time. Upgrades to the Ethereum blockchain, a hard fork or other change to the Ethereum blockchain, a failure or cessation of the Ethereum blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. We do not make any promises or guarantees related to the Ethereum Foundation, the Ethereum blockchain, or any other third parties related to the NFTs or the Platform (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties). You accept and acknowledge that we will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
7.4 Regulatory Uncertainty
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of your Purchased NFTs.
7.5 Tax Calculations.
You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions applicable to transactions on the Platform or other NFT-related transactions.
You also acknowledge and agree that: (i) you have obtained sufficient information to make an informed decision regarding the NFTs; (ii) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (iii) Inspired does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (iv) Inspired will not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.
8. DISCLAIMER OF WARRANTY
THE NFTS ARE PROVIDED ON AN “AS-IS” BASIS AND INSPIRED DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
EXCEPT AS REQUIRED BY NONWAIVABLE PROVISIONS OF APPLICABLE LAW, INSPIRED (OR ANY LICENSOR) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE NFT TERMS, THE PLATFORM, OR ANY NFTS OR ELEMENTS THEREOF, EVEN IF YOU OR OTHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL INSPIRED’S (OR ANY LICENSOR’S) LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE NFT TERMS, THE PLATFORM, OR ANY NFTS OR ELEMENTS THEREOF EXCEED $100.
10. PAYMENT AND TAXES
10.1 Cryptocurrency Financial Transactions on Platform
Any cryptocurrency payments or financial transactions that you engage in via the Platform will be conducted solely through the Ethereum blockchain network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion.
10.2 No liability for Financial Transactions
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via the Ethereum blockchain network.
10.3 Responsibility for Taxes.
Except for income taxes levied on us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your purchase of the NFTs.
11. GENERAL INFORMATION
Last Revised: Aug 12, 2022