These Terms are effective as of 17th of November 2022.

I. Definitions

All capitalized terms used in this agreement and not defined herein shall have the meaning set forth in the SuperRare.com Terms of Service.

II. Introduction

SuperRare Labs Inc., a Delaware corporation (the “Company”) with the help of the participating Artists listed below (“Artists”) is offering a unique cryptoart collecting opportunity to Collectors. For a limited time Collectors can purchase and mint through rarepass.superrare.com and SuperRare.com (the “Sites”) one or more limited edition NFT RarePasses that entitle Collectors to a subscription airdrop cryptoart delivery service for at least a period of twelve (12) months following the sale of RarePass #001 through SuperRare.com (the “Event”). 

A. These Terms are a Binding Legal Agreement

This Agreement and these Terms (hereafter “Terms”), which you agree to by using the Site, connecting your digital wallet, and acquiring a RarePass through the Sites or on the secondary market, governs your participation in the RarePass Event, use of the Sites, and your rights and obligations as a RarePass Collector. The Company reserves the absolute right to modify aspects of the Site, these Terms, and the smart contracts (to extent technically possible) and your continued use of the Sites constitutes your agreement to such modifications, as more fully set forth in Section XII.  All users 13 or younger are expressly prohibited from using the Sites. 

B. Scope of These Terms

These Terms and the Privacy Notice govern your use of the Sites and all related tools, mobile applications, smart contracts, web applications, APIs located at or accessible through any of the Company’s Sites, including without limitation, successor website(s) other websites linked or accessible through the Site. To the extent that your participation in the Event involves use of the SuperRare.com Site, you hereby and independently agree to the SuperRare.com Terms of Service.

C. The Company

SuperRare Labs, Inc. is a company organized under the laws of the State of Delaware (“SuperRare Labs,” “the Company”, “we”, “our” or “us” and together with you, the “Parties”) that operates and maintains aspects of the SuperRare® Platform, including the Sites and this Event.

D. Eligibility

You expressly represent and warrant that you have the right, authority, and capacity to enter into these Terms on behalf of yourself and any third-party individual or organization for which you are acting as an authorized agent by using the Sites.

E. Prohibited Persons 

You expressly represent and warrant that you are not a Prohibited Person (as defined below). All persons listed in the Specially Designated Nationals and Blocked Persons List (SDN) defined by the Treasury Department’s Office of Foreign Assets Control (OFAC) or who reside in Prohibited Regions sanctioned by OFAC, and persons who have ever transacted with such individuals, are prohibited from participating in the Event or from using the Site (“Prohibited Person”).  Prohibited Regions include, but are not limited to Russia, occupied territories of Ukraine, Afghanistan, Iran, South Sudan, North Korea, Venezuela, and Cuba. For more information on sanctioned regions please visit the Treasury department website (hereafter “Sanctions” for both regions and persons). The Company reserves the complete right to block, restrict, or freeze your access to the Sites and to unilaterally disqualify you from all benefits and privileges of collecting a RarePass if it is discovered you are a Prohibited Person.

F. Void Where Prohibited

Certain elements of this Event may be subject to laws that may prohibit your participation. All terms, conditions, and provisions relating to any transaction, transfer, or other event are void where expressly prohibited by law. By participating in the Event you assume all risk and liability stemming from your independent participation in the Event and agree not to use the Sites for any illegal purpose. You should consult a legal professional before participating in the Event.

G. User Acknowledgements and Representations

You expressly represent and warrant that you are at least eighteen (18) years old or older. By using the Sites to mint, purchase, transfer, sell, offer,  sign up to receive, or claim a RarePass you agree to (i) provide accurate, current, and sufficient information about yourself, (ii) maintain and promptly update from time to time as necessary such information, (iii) maintain the security of your digital wallet and accept all risks of unauthorized access to your digital wallet and to the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service.

You represent that you are sophisticated, experienced and knowledgeable in the Minting, listing, buying, or selling of  NFT(s) generally and that you have conducted an independent investigation of the Sites, the RarePass Event, 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, list, buy, or sell any NFT related to the RarePass Event, you have relied solely on the results of such investigation and such independent judgment. Without limiting the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the NFT(s) related to the RarePass Event, 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 RarePass 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, the Company, in determining whether to enter into these Terms or to Mint, list, buy, or sell any NFT or use any of the Sites.

You agree that you are responsible for your own conduct while accessing or using the Sites and smart contracts, and for any consequences thereof. You agree to only use the Sites for purposes that are legal, proper, and in accordance with these terms and any applicable laws or regulations.

Without limiting the foregoing, you further warrant and agree that your use of the Sites and related smart contract will not (and you will not assist any third party to) in any manner:

1. send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
2. distribute any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
3. upload, post, transmit or otherwise make available through the Sites any content that infringes or violates the intellectual proprietary rights of any party;
4. use the Sites to violate the legal rights (such as rights of privacy and publicity) of others; 
5.  engage in, promote, or encourage illegal activity (including, without limitation, money laundering);
6. interfere with other users’ use or enjoyment of the Sites;
7. exploit the Sites for any unauthorized commercial purpose;
8. modify, adapt, translate, or reverse engineer any portion of the Sites;
9. remove any copyright, trademark or other proprietary rights notices contained in or on the Sites or any part of it;
10. use any spider, site search/retrieval application, or other device to retrieve or index any portion of the Sites or the content posted on the Sites, or to collect information about its users for any unauthorized purpose;
11. abuse, harass, or threaten another user of the Sites or any of our authorized representatives, customer service personnel, collaborators, chat board moderators, or volunteers; 
12. create user accounts by automated means or under false or fraudulent pretenses;
13. create a user account on behalf of a Prohibited Person (as defined herein);
14. impersonate another person (via the use of an email address or otherwise);
15. use, employ, operate, or create a computer program to simulate the human behavior of a user (“Bots”);
16. use, employ, or operate Bots or other similar forms of automation to engage in any activity or transaction on the Sites
17. acquire RarePasses or related NFT(s) through inappropriate or illegal means; 
18. purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Sites; or
19. otherwise wrongfully seize or receive any RarePass and related NFTs or Artwork or other digital assets.

You acknowledge and agree that: (i) the Company may require you to provide additional information and documents at the request of any competent authority or in order to help the Company comply with applicable law, regulation, or policy, including but not limited to laws related to anti-money laundering and counteracting financing of terrorism, that (ii) the Company may also require you to provide additional information and documents in cases where it has reasons to believe that: Your Digital Wallet or other access to the Sites is being used for money laundering or for any other illegal activity, and that we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your RarePass and related NFT images and descriptions from the Sites if we suspect a violation of these Terms.

Any breach of these Terms will entitle the Company to remove you from the SuperRare platform, require you to transfer the RarePass or NFT, relinquish ownership of the RarePass, or prevent you from displaying the NFT or RarePass on our site.

H. License To Our Service And Content

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

I. Terms Subject to Change

The Company reserves the exclusive and absolute right to modify the manner, method, and timing for the distribution of Artworks without notice to you. Additional benefits and privileges of holding a RarePass that are not described in this Agreement may be communicated by the Company. All such benefits and privileges are extra gifts volunteered by the Company and not intended as the basis of your initial purchase or acquisition of a RarePass. The Company reserves the absolute right to modify and rescind any promises made outside of this Agreement in its sole discretion. You should not rely on any promises made outside of this Agreement in any manner, but especially not as a basis for your decision to purchase or otherwise obtain a RarePass.

III. The RarePasses

In connection with the Event the Company is issuing a fixed supply of up to two hundred fifty (250) RarePasses (“Passes”) of which up to two hundred nine (209) will be available through a public, smart contract-administered sale. Every RarePass is a unique digital collectible compliant with the ERC-721 NFT standard and each references a unique design owned by the Company. Each Pass entitles the current Collector throughout the duration of the Event to receive original Artworks created and minted by the participating Artists and airdropped directly to the Collector’s wallet on a monthly basis.  

As long as Pass Collectors are in continuous possession of a Pass at the moment of each planned monthly Artwork airdrop as determined by the Company in its sole discretion, Collectors are guaranteed at least one (1) out of two hundred fifty (250) unique artworks minted by a different participating Artists each month for a twelve (12) month period following the Initial Sale of the first RarePass. Which of the artworks is distributed to a particular Pass Holder is determined through algorithmic randomization, excepting that the owner of RarePass #001 sold on SuperRare.com shall always receive the first edition of each respective guaranteed airdrop. As such you consent to your information being subject to algorithmic processing. See our Privacy Notice for more information.

Additionally, three (3) bonus, single-edition Artworks (a “Bonus Artwork”) minted by a different participating Artist each month will be randomly distributed on a monthly basis during the duration of the Event to three different Pass Holders as determined by a smart contract through a provably on-chain randomization process, or otherwise in the Company’s sole discretion.

A. RarePass Public Supply 

Up to two hundred nine (209) out of two hundred fifty (250) total Rare Passes will be sold to the public during this Event. The remaining Passes will be distributed by the Company to the participating Artists, third party collaborators, the community, and otherwise in the sole discretion of the Company.

B. The Giveaway

Before the Initial Sale, the Company is offering  one or more free RarePasses  at no cost (a “No Cost RarePass” or the “No Cost RarePasses”) to introduce the experience of cryptoart to users for free. Your participation in this giveaway program, eligibility for a No Cost RarePass, and receipt of a RarePass pursuant to the giveaway program is strictly subject to these Terms, our Privacy Notice, and the SuperRare.com Terms of Service, which are incorporated herein by reference. By participating in the program, you hereby confirm that you understand and expressly agree to these Terms. The Company reserves the right to modify aspects of the giveaway or cancel the giveaway in its sole discretion.

a. Eligibility

In order to qualify for a No Cost RarePass, eligible participants must have or must create an account on SuperRare.com (requiring both an Ethereum wallet connection and email address) and either:

1. Have minted an artwork through SuperRare.com between August 17, 2021 and November 1, 2022;
2. Collected an artwork through SuperRare.com between August 17, 2021 and November 1, 2022; or
3. Have continuously held at least 3000 $RARE during the period around and through November 1, 2022.

b. Ineligible Participants

Collectors will be disqualified from this program and not eligible to receive a No Cost RarePass if SuperRare Labs has any reason to suspect a violation of any of the following program rules or any violation of these Terms or the SuperRare.com Terms of Service. 

c. Method of No Cost RarePass Delivery

The Company will randomly select the winning participants from a pool of all qualifying participants. The Company makes no promises, guarantees, or representations as to when the No Cost RarePasses will be delivered or otherwise made available to the qualifying participants, but will strive to determine the qualifying participants and deliver the No Cost RarePasses within a reasonable time period after the expiration of the program period. The Company reserves the right to determine a suitable No Cost RarePass delivery mechanism in its sole discretion, which may require each eligible collector to agree to additional terms or pay for a transaction to be processed and received by the Ethereum blockchain (i.e., a “gas” fee).

d. Data Privacy Notice

The Company will be creating a promotional list (the “List”) of email addresses associated with Ethereum addresses for the sole purpose of qualifying, administering, promoting, and executing this promotion. If a user has social media handles associated with their accounts, we may include that in the List. The List shall be retained for as long as is reasonably necessary. By participating in the program, you authorize the Company to publicly publish and tag your SuperRare username, profile picture or likeness, and social media handles for announcements of the winners of this promotion and to use them in future promotions.

SuperRare Labs may collect marketplace activity, IP addresses, and other metadata (the “Metadata”) to monitor or analyze the program results. None of the Metadata collected will be published or sold.

If at any point you do not wish to participate or be associated with this promotional giveaway, you must email privacy@superrare.com to have your information removed from the List, or submit a request anytime thereafter to have your data deleted as provided in the SuperRare Labs Privacy Policies. Any transactions involving the transfers of NFTs will be permanently published to the blockchain, and SuperRare Labs nor any entity can remove that information.

Please review SuperRare Labs Privacy Policies for information about your data privacy rights on SuperRare.com.

C. The Initial Sale

The first RarePass (Edition No. #001) will be sold through a non-custodial auction on SuperRare.com. By participating in that auction you affirmatively acknowledge and agree to the SuperRare Auction Terms of Service, which are incorporated herein. The auction will occur over a period of twenty four (24) hours starting at 10:00 AM (10:00 GMT-04:00) on Nov 15, 2022 and ending at 10:00 AM (10:00 GMT-04:00) on November 16, 2022. Please visit the SuperRare Auction Feature Walkthrough and FAQ for more information on how to set up and participate in an Auction.

D. The Dutch Auction Sales

Following the sale of RarePass #001, up to two hundred eight (208) more RarePasses will be offered for sale to the public through the Site (rarepass.superrare.com) via a non-custodial, smart contract-implemented Dutch Auction. 

The Dutch Auction implemented for the Event begins at a fixed price determined by the Initial Sale which routinely drops over a set period of time until a floor price is met, or until there are no more remaining RarePasses, whichever occurs first. The highest bid for the Initial Sale auction will be the starting price for the Dutch Auction. The Dutch Auction will be through the rarepass.superrare.com Site, will start on November 16, 2022, at 1:00 PM (13:00 GMT-04:00) and last for a period of six (6) hours. The price will gradually decrease every fifteen (15) minutes until all items are auctioned off, or until 7:00 PM (19:00 GMT-04:00). The amount by which the Dutch Auction price will decrease will be specified twenty four (24) hours prior to the Dutch Auction and will otherwise be available through the rarepass.superrare.com Site.

Bids for the Initial Sale and Dutch Auction will be honored only in the order that they are actually received and settled by the Ethereum blockchain. The Company makes no representations or warranties about the accuracy or completeness of any information contained in the rarepass.superrare.com Site or about the Site’s ability to accurately or promptly communicate and facilitate settlement of your Ethereum blockchain transactions.

E. RarePass Art and Benefits Owed to the Current RarePass Holder 

All Artwork and benefits offered to RarePass Holders are owed to only the digital wallet actually in possession of the RarePass, and not any particular individual. The smart contracts will deliver RarePass Event Artwork to wallet addresses currently holding the RarePasses at the time of delivery. It is not possible to change the artwork delivery address, unless you transfer the RarePass to another wallet under your control. Once received, RarePasses are completely transferable and can be sold through any marketplace or smart contract capable of settling ERC-721 transactions. However, if you transfer a RarePass you necessarily relinquish all claims to future Artworks that have not yet been delivered. If you receive a RarePass on the secondary market, you are not entitled to any Artwork that has been previously delivered to the previous owner of the RarePass. RarePass Holders are encouraged to hold the pass for the duration of the Event. A Pass Holder has no obligation to transfer any Artwork they have received from the Pass as part of selling the Pass itself.  If a Pass holder sells or otherwise transfers the Pass, all subsequent distributions of Artwork will be sent to the wallet in possession of the Pass and not the previous Holder. The identification of Pass Holders will occur on a monthly basis by a smart contract at the time of the distribution of that month’s Artwork as determined solely by the Company.

F. Secondary Market Royalties for Rare Passes

For secondary market sales of the RarePasses occurring at least through SuperRare.com, Collectors will receive ninety percent (90%) of the proceeds from selling the Rare Passes. The remaining ten percent (10%) of secondary market sales proceeds is processed by the smart contracts as a creator royalty split as follows:

• Participating Artists (even split) receive 45% of the creator royalty; 
• The SuperRare DAO receives 45% of the creator royalty;
• Remaining 10% to the Company and its technology collaborators;

If you sell or transfer a RarePass or related NFTs on a marketplace, through one or more smart contract(s), or in any manner that does not recognize, enforce, and settle the aforementioned creator royalty,  then you may be personally liable to the identified creator royalty recipients the amounts that you would have paid as a creator royalty if you had sold through the SuperRare.com Site.

IV. The Artwork 

All Artworks are unique, original creations minted by the participating Artists. Although certain works within a participating Artist’s series may bear thematic resemblance to each other, each Artwork is a unique 1/1.  The Company makes no representations or warranties about the relative monetary value or quality of any particular Artwork distributed in relation to the Event. Each Artwork’s value is completely subjective and depends on the aesthetic appreciation of the respective Collector. 

A. The Artwork Distribution

The Company is planning to distribute the guaranteed Artwork before the end of the first full week of every month for a period of twelve (12) months starting the first month after the Initial Sale. The Company is planning to distribute the Bonus Artwork before the end of each month every month for a period of twelve (12) months after the Initial Sale. The Company reserves the absolute right to modify the timing, manner, and method of distribution without notice and in the Company’s sole discretion. You agree that you will not rely on any anticipated or communicated distribution date as a basis of a separate transaction.

B. The Participating Artists

In no particular order, the participating Artists currently include ALIENQUEEN, Anne Spalter, Botto, Carlos Marcial, Coldie, DieWithTheMostLikes, Hackatao, Helena Sarin, Drift, Killer Acid, Krista Kim, MadMaraca, Matt Kane, omentejovem, Osinachi, OSF, Other World, Pindar Van Arman, Robness, Sam Spratt, Sarah Zucker, Tjo, Xcopy and Yosnier. The Company reserves the right to add or remove participating Artists with no notice to you.  The Company will make all reasonable efforts to update and inform you regarding updates to the participating Artists or distribution schedule through and in connection with the Sites.

C. Ownership

All RarePass and Artwork NFTs distributed to Collectors are owned outright by the respective Pass Holder free and clear. Collectors may show off their ownership of collected RarePasses or Artwork  by displaying and sharing the Artwork, but ownership of a RarePass or any Artwork NFT does not grant the Collector any legal ownership right or title to any copyrights, trademarks, rights of publicity or other intellectual property rights in the underlying Artwork, except for the limited license granted by these Terms.   

D. Current NFT Holder Only

You agree and acknowledge that as a Collector or Holder, the lawful ownership, possession, and title to a RarePass or Artwork NFT is a necessary condition precedent to receive the limited license rights to the underlying Artwork provided by these Terms below.  Any subsequent transfer, disposition, burning, or other relinquishment of a RarePass or Artwork NFT  by a Collector will immediately and irrevocably terminate that Collector’s rights in such RarePass or Artwork NFT, including rights to future distribution, and interest in the license or NFT as provided by these Terms.

E. Owner’s License

The Company hereby grants to a Collector a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Artwork  underlying the RarePass NFT(s) legally owned and properly obtained by the Collector, in accordance with these Terms.

The Collector’s limited license to display the Artwork, or perform the Artwork in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Artwork privately or publicly, solely:

(a) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Artwork, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; 
(b) for the purpose of sharing, promoting, discussing, or commenting on the Artwork;
(c) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT associated with Artwork; and
(d) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments..

F. Limitations of Ownership

Collectors have the right to sell, trade, transfer, or use their RarePass and Artwork NFTs, but Collectors may not make “commercial use” of the underlying Artwork including, for example, by selling copies of the Artwork, selling access to the Artwork, selling derivative works embodying the Artwork, or otherwise commercially exploiting the Artwork.

The Collector agrees that it may not, nor permit any third party to, do or attempt to do any of the following without the Artist’s express prior written consent in each case: 

(a) modify, distort, mutilate, or perform any other modification to the Artwork; 
(b) use the Artwork to advertise, market, or sell any third-party product or service; 
(c ) use the Artwork 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; 
(d) incorporate the Artwork in movies, videos, video games, or any other forms of media for a commercial purpose; 
(e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Artwork; 
(f) attempt to register the Artwork as a trademark, register the copyrights in the Artwork, or otherwise seek to acquire any intellectual property rights in or to the Artwork not otherwise granted in these Terms; 
(g) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Artwork, whether on or off of the Sites; 
(h) falsify, misrepresent, or conceal the authorship of the Artwork; or 
(i) otherwise utilize the Artwork for the Collector’s or any third party’s commercial benefit.

G. Off-Market Transactions

The Ethereum blockchain generally does not process any fees, commissions, or royalties for transactions occurring outside of the SuperRare Marketplace (i.e., not facilitated by the Sites) and not involving the SuperRare Smart Contracts.  To support the SuperRare Artists and the Platform, we encourage Collectors to list RarePasses and Artwork NFTs for sale on the SuperRare Marketplace, however, Collectors are permitted to sell or transfer such items on third party exchanges.  The Artist and all other Collectors hereby waive any entitlement to royalties, commissions, or fees for off-market transactions. The Company disclaims any liability for any losses suffered by Collector in connection with any off-market transaction.  The Collector irrevocably releases, acquits, and forever discharges the Company Parties of any liability for royalties, fines, or fees not received by the User from any off-market transaction.

V. Random Selection

On-chain randomness is generated with Chainlink VRF (“Random Number Generator”). As part of the WEB3 revolution this is an on-chain algorithmic mechanism designed to fairly and verifiably generate random numbers. Learn more at Chainlink’s website. We make no warranties or guarantees about this third party tool.

A. Odds for a Gift Selection

The odds of receiving the Bonus Artwork are 3:250 (3/250 or P = 0.012) per month. Your odds of receiving at least one item over the entire duration of the event are P=0.13486609. We won’t use any information you share with us to reduce or increase your odds. These odds are only approximate and should not be construed as accurate statistical approximations. We reserve the right at any time and at our sole discretion to revoke any number of Bonus Artworks. We make no warranties about the true randomness of the selection algorithm.

B. Automatic Entry; No Purchase Necessary

As explained in greater detail herein, no purchase is necessary to be eligible for a Bonus Artwork. Purchases do not increase a User’s chances of winning. Void where prohibited. 

C. Restrictions Apply

Potential winners may be required to execute and return an affidavit of eligibility, a liability release and, where lawful, a publicity release. We reserve the right to limit quantities distributed to Pass Holders and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted and/or acknowledged). We do not guarantee that all Artworks described here will be available. For the sake of clarity, we reserve the right to substitute any Artworks within a specific Bonus with similar Artworks.

VI. Additional Benefits

The Company reserves the right to modify, eliminate or add benefits to the RarePass at any time at their sole discretion. As with the other gifts, these benefits are in addition to and wholly gratuitous. Offers for other benefits may be communicated by means other than these Terms.

A. All Pass Holders

Pass Holders may be given additional benefits including, but not limited to:

• Exclusive communication channels
• Events
• Swag Store items

B. First Pass Holder Benefits

The Holder of the first pass sold at the Initial Sale auction will be given:

• A unique pass design Artwork ID #1 from each guaranteed monthly distribution
• One (1) item from every forthcoming limited edition SuperRare swag drop
• The first signed skateboard from Otherworld SuperRare swag collection, signed and numbered as such

As with the distribution of Artwork, it is only the present holder of the pass that is entitled to these benefits. All such additional benefits may be modified or rescinded without notice.

VII. Third-Parties

The Company is working with several third party collaborators to put on this Event. Third parties, including the participating Artists, may independently offer RarePass Collectors other services, products, information, content, or functionality to enhance the benefits of holding a RarePass. The Company makes no representations or warranties about such third party offers and expressly disclaims any liability or responsibility associated with such third party offers. 

The Company is not liable for any third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Sites or RarePasses. We are not liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. By using any third party service or website, including third party websites linked or referenced on the Sites, you expressly acknowledge and agree to the respective third party’s terms and privacy policies. 

By participating in the Event you acknowledge that (1) SuperRare Labs has no direct control over these third-parties, (2) there are risks associated with such third-parties, and (3) any disputes, claims, or actions relating to such third-parties are solely between you and the respective third-party. You expressly agree to indemnify and hold harmless the Company Parties from and against any and all losses, damages and claims you may have against such third-party, whether or not related to the RarePass or related Artwork NFTs. 

By participating in this Event you expressly agree to allow our third Party partners to have access to certain information in order to fulfill our obligations and to contact you in relation to the RarePass Event. In particular you have agreed to our Privacy Notice.

A. External Sites

B. The Ethereum Blockchain & Smart Contracts

All RarePass claim, purchase, and sale transactions are executed by one or more Smart Contracts processed on the Ethereum Virtual Machine and not under any direct control by the Company or any other specific third party.  Transactions facilitated through the Sites utilize  experimental smart contracts and blockchain technology, including non-fungible token contracts, consensus algorithms, and decentralized or peer-to-peer networks and systems. Collectors acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Collectors acknowledge and agree that the smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum 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 or RarePass, or lost opportunities to buy or sell. The Company assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.  By participating in the Event, connecting your digital wallet, or performing Ethereum transactions through the Sites, you expressly accept the risks associated with interacting with the smart contracts and the Ethereum blockchain.

VIII. Intellectual Property 

If you are a copyright owner or an agent thereof and believe that any Content distributed as part of the RarePass Event infringes upon your copyrights or Trademarks you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by sending an effective DMCA Notice to Legal department via email ip@superrare.com or by mail to following address:

SuperRare Labs Legal Department

251 LITTLE FALLS DRIVE, 

Wilmington, Delaware, 

19808

You are hereby put on notice that all disputes are effectively public and any information you share will be shared with the appropriate parties.

A. Copyright Infringement Under The Digital Millennium Copyright Act (DMCA)

The DMCA provides a process for a copyright owner to notify an online service provider of alleged copyright infringement. When an effective DMCA notification is received through email we will respond under this process by “expediently” taking down the offending content. On taking down content under the DMCA, we will attempt to contact the person accused of infringement to allow a Counter-notification. On receiving a valid Counter-notification, we will restore the content in question unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

B. Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content on the Sites infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
3. 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. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly
4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
5. A statement that you (the complaining party) have 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.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

C. Responding To A DMCA Notice With A Counter Notice

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

SuperRare Labs implements a strict “repeat infringer” policy, which requires it to terminate access to the Sites and any Smart Contracts, including restricting minting privileges, or terminating an account if, under appropriate circumstances, the Collector or other user of the Sites is determined to be a repeat infringer.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

D. No Information Obtained From Any Dispute Is Protected

We may share email addresses, communications, statements, and other relevant materials of Artists or Collectors to any outside complaining parties without your prior authorization. Please see our Privacy Notice for more information. 

E. The Company Has The Right To Remove Allegedly Infringing Content

SuperRare Labs reserves the right to remove any content, including Artwork that allegedly infringes another person's copyright, trademark or other intellectual property rights, thereby restricting access to or visibility of the Artwork on the Sites and restricting the Collector’s ability to sell, access, or view the Artwork. All transactions involving RarePasses and the related Artwork NFTs are conducted with the knowledge and assumption of the risk that such items may subsequently be removed from the Sites as a consequence of a DMCA Notice or a violation of these Terms. SuperRare will not be liable to a Collector or Artist of an item that was subsequently taken down by SuperRare pursuant to a valid DMCA Take-Down Notice or a determination of a violation of these Terms is subsequently restored on the basis of a valid Counter-Notification.

IX. Taxes

Users are solely and entirely responsible for paying any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your purchase or receipt of a RarePass or related Artwork NFT(s) and use of the Sites (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks). The IRS may subject crypto and digital assets to capital gains taxes in the event of a profit from sale. The Company is not responsible for the tracking of the value of any digital assets once they are in your possession. The Company urges all Collectors to seek competent professional help in the accounting of Items for compliance with State and Federal tax codes.

X. You Assume the Risks

Participating in this event carries certain risks. You warrant that you are willing and able to understand, appreciate, and accept all of these risks. The list of risks specified below in no way is meant to limit the realm of risks. You acknowledge that there are additional risks associated with this Event beyond these listed here and warrant that you are capable of assuming those risks.  The Company disclaims any and all liability for any losses, claims or damages to you arising out of any of the following risks.

A. Blockchain and Smart Contracts Risks

You represent and warrant that you understand and are willing to accept the risks associated with cryptographic systems such as the smart contracts, the Ethereum blockchain, non-fungible tokens, and the interplanetary file system (IPFS).

The Company is not responsible for losses due to blockchains or any other features of the Ethereum network or the metamask electronic wallet or any Ethereum-compatible browser or wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.

Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the SuperRare ecosystem.

Users hereby acknowledge and assume the risk of initiating, interacting with, participating in this Event, Marketplace or Auction transactions, on the microsite or main site and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the Sites, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced, and sophisticated in using blockchain technology, the SuperRare site, and in initiating Ethereum-based transactions. The Users acknowledge that the Company is not responsible for the outcome of any Marketplace or microsite transaction. The User acknowledges that the Company does not control the Smart Contracts used for Marketplace transactions and does not guarantee any outcomes associated with the use of these Smart Contracts.

B. Risks of Digital Assets

Use of the Platform, and participating in the Event including the buying, or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds.  You acknowledge and agree that you will access and use the Platform at your own risk.  The risk of loss in trading digital assets can be substantial.  You should, therefore, carefully consider whether such creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. 

You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely.  All transaction decisions are made solely by you.  Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

C. Gas

All transactions on the SuperRare Platform, including without limitation Minting, claiming, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network.  The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring through the Sites.  The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of SuperRare Labs or the SuperRare Sites.  The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.

D. Data Breach and Hacking Risks

While we do all we can to limit and reduce the possibility of compromise, we can never guarantee it. Please see our Privacy Notice for more information. You accept the risk of giving us your information. You also hereby acknowledge the inherent risks of doing anything related to blockchain which invite hackers, scammers, spammers, and phishing fraud. 

XI. Waivers, Limitations, and Indemnifications

You irrevocably release, acquit, and forever discharge SuperRare Labs and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of any User’s violation of these Terms.

A. No Warranties or Representations

To the extent permitted by applicable law, SuperRare Labs and its affiliates make no representations or warranties about the accuracy or completeness of content available on or through the site or about products, the value or title of RarePass or related Artwork NFTs, or the content of any third-party websites or services linked to or integrated with our site. The Company and its affiliates will have no liability for and expressly disclaim any liability for any:

(a) errors, mistakes, or inaccuracies of content, especially the number of available Passes at the time of minting or data related to the price, supply, or trading activity of the Passes on the secondary market; 
(b) personal injury or property damage resulting from your access to or use of the Sites or consumption of any products, including the Passes or Artwork NFTs; 
(c) disappointment or dissatisfaction with the quality of the RarePasses, the related Artwork NFTs, or any benefits of holding a RarePass;
(d) unauthorized access to or use of our servers or of any personal information or user data; 
(e) interruption of transmission to or from the Sites; 
(f) bugs, viruses, trojan horses, or the like which may be transmitted on or through the site or services by any third party; 
(g) loss or damage of any kind incurred as a result of the use of any content posted or shared through the Sites or services; 
(h) loss or damaged caused by another user’s violation of these Terms; or
(i) Negative fluctuations in the market price of RarePasses or related Artwork NFTs.

To the greatest extent permitted by law, the Company and its affiliates will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.

B. Limitation on Value

The value of each Artwork is inherently subjective. You hereby acknowledge and agree that the RarePasses and related Artwork have no inherent value, are not a substitute for value or currency, and serve a purely consumptive purpose for the enjoyment of the Collector.

C. Limitation on Future Statements

Neither NFTs, nor $RARE, nor these RarePasses are intended as investment products or securities. Certain statements that we make may superficially appear to be “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. No statements of an indefinite nature about future benefits, perks, distributions, rights, goods, services, or added value associated with the RarePasses should be construed as a statement about the nature of the RarePass as anything other than a particular good to be sold pursuant to these Terms. Your reliance on any statement pertaining to the future is done wholly with an understanding of the inherent risks. You hereby relinquish any claims on the Company or its affiliates if the value received is not what was anticipated due to such statements. 

D. Limitation on Liability

To the fullest extent permitted by law, the total liability of the Company and its affiliates, for any claims under these Terms, including for any implied warranties, is limited to the total amount you paid to us in fees over the past twelve (12) months. 

To the fullest extent permitted by applicable law, superrare labs and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, and licensors  disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and those arising out of course of dealing or usage of trade.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section.  If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you.  To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

E. Class Action

You may not act as a class representative or private attorney general, nor participate as a class member of any class claimants with respect to any claim. Claims may not be arbitrated on a class or representative basis.  You may only bring individual claims, and the arbitrator may only decide individual claims.  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

F. You Accept Arbitration In Place of Trial

You agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You waive your right to any jury trial of any claim.  All controversies, claims, counterclaims, or other disputes arising between you and SuperRare Labs relating to these Terms, our Sites, RarePasses or related Artworks, or any transaction occurring through the Sites will be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”).  The arbitration will be heard and determined by a single arbitrator.  The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.

This arbitration agreement does not preclude you or SuperRare Labs from seeking action by federal, state, or local government agencies.  You and SuperRare Labs may also bring qualifying claims in small claims court.  In addition, you and SuperRare Labs retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

G. Arbitration Costs

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SuperRare Labs will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.  In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

H. Indemnity

You agree to indemnify and hold harmless SuperRare Labs and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account.  If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

XII. Terms May Change

These Terms may be modified or replaced at any time. The most current version of this Agreement will be posted on the Sites with the “Last Revised” date at the top of the Agreement identifying the date of the last change. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You will be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Sites or participation in the Event by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified.

A. Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

B. Termination

You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for or access to the Sites or benefits as a RarePass Holder. You agree that any suspension or termination of your access to the Sites may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we suspend or terminate your access to or use of the Sites or benefits as a RarePass Holder due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then such suspension or termination will be in addition to any other remedies we may have at law or in equity. Upon any suspension or termination, you may no longer have access to information that you have posted on the Sites or that is related to your account, and you acknowledge that the Company will have no obligation to maintain any such information in its databases or to forward any such information to you or to any third party.

C. Governing Law 

These Terms will be governed by and construed under the laws of the State of Delaware, without giving effect to any conflict of laws, rules, or provisions.  You agree that any action of whatever nature arising from or relating to these Terms, the Sites, the Event, any RarePass or Artwork NFT that may be brought before a court will be filed only in the state or federal courts in Delaware.  You consent and submit to the personal jurisdiction of such courts for any such action.  The Company’s failure to enforce any right or provision of these Terms will not prevent the Company from enforcing such right or provision in the future.  The Company may assign its rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.