Effective as of July 22, 2022
Please read these Terms & Conditions carefully before creating an account or placing an order on the Parity NFT Marketplace (the “Marketplace”), such Marketplace provided by Evolution of Sports, Inc., the parent company of Parity (such company, “Parity”).
MARKETPLACE & REGISTRATION
NFT MARKETPLACE. Parity has created the Marketplace to enable fans and collectors to buy original, authentic units of data on a blockchain representing a digital file (including, without limitation, digital artwork) (such units, “Non-Fungible Tokens” or “NFTs”). NFTs available for sale on the Marketplace have been: (i) created by an artist that has engaged with Parity for such purposes (the “Artist”) and the digital file and artwork associated therewith (the “Artwork”) features a certain athlete or athletes (the “Athlete” or “Athletes”), or (ii) created and minted by an artist or collective unaffiliated with Parity (a “Third Party Seller”) and is being sold on Parity’s Marketplace. Please visit our “About” and “FAQ” pages to learn more about the Marketplace.
Registration and Approval
Unless otherwise approved in advance and in writing by Parity, you must be at least 18 years old to go shopping on the Marketplace and/or purchase NFTs (“Shop” or “Shopping”). The first time you access the Marketplace, you will need to create an account with Parity by clicking the “Log In / Register” icon on the Marketplace. You will receive an email notification once your registration has been approved. You cannot Shop for NFTs before your registration has been approved. Parity has absolute discretion to refuse admission to the Marketplace.
Creating an Online Account
If you do not have an existing Parity online account, you can create one by providing the information requested on our registration page. You will be required to supply certain information to Parity, which may include, without limitation, a valid credit card, and other information and verification information required by Parity, such as: for private individuals (a) full name, nationality and date of birth; (b) a copy of a government issued photo ID (e.g. passport, national ID card); (c) proof of permanent residential address dated within the last 3 months (e.g. bank or credit card statement, utility bill, tax authority letter) unless this already appears on the photo ID; and (d) a valid credit card in your name; for companies: (a) company name, place of incorporation/registration; registered number and nature of business; (b) registered address (and business address if different) (c) directors, shareholders and authorized signatories (if different than the directors) (d) certificate of incorporation or equivalent document or extract from relevant company registry or most recent tax return or audited accounts; and (e) other information we may request to verify the directors and shareholders. Account registration is permitted exclusively by physical persons or corporate entities. The registered person or corporate entity will be fully responsible for any payment due. If you have an existing online account with Parity, you may be asked to confirm your account details when you register for the sale and may be asked to provide updated identification, credit and payment information.
PURCHASE AND SALE PROCESS
BIDDING IN AN AUCTION; PURCHASING NFTs. NFTs will be made available for sale via an auction process or by your selection of the NFT “Buy Now” option, as applicable to each NFT displayed and available for sale on the Marketplace.
In order to participate in an auction, you can place an incremental bid during the auction by clicking on the “Bid” button. Once submitted, all bids are final and cannot be amended, reduced, retracted or revoked. Parity is not responsible for any errors you make in bidding. By participating in an auction, you also represent and warrant that any bids you place are not the product of any collusive or other anti-competitive agreement and are not unlawful or otherwise inconsistent with federal and state antitrust law. You will receive an email notification if you are outbid by another bidder. If that happens, you will have the option to place additional bids on the NFTs, provided that the auction is still open.
Instead of placing multiple, incremental bids, you can choose to place a “maximum bid” on the NFTs in a Parity auction. Placing a maximum bid does not mean you will end up paying the full amount of your maximum bid. The system will recognize your maximum bid and will place consecutive, incremental bids on your behalf up to but not exceeding the amount of your “maximum bid” in response to other bids placed; provided, that such “maximum bid” will only win the auction to the extent that it is higher than the next highest bid in such auction by more than the applicable minimum bid increment. If your maximum bid has been outbid by other bidders, you will receive notification and will have the option to submit an increased maximum bid. You may increase your maximum bid at any time during the timed auction. Once submitted, you cannot lower a maximum bid.
At the close of a timed auction, the highest bid accepted on the NFTs will be the successful bid and that bidder will become the buyer of the NFTs (the “Buyer”), unless special circumstances require Parity to exercise its discretion to void any bids. A contract for sale of the NFTs is formed between Parity and the highest bidder on the NFTs at the time the auction closes, and the Buyer will enter into a Smart Contract with Parity or the seller of the NFTs, as applicable, following the time of the winning bid. Winning bidders will be notified and contacted by email after the auction has closed.
If you believe that Parity has accepted the successful bid in error, you must provide a written notice detailing your claim within three (3) business days of the date of the auction of the NFTs. Parity will consider such claim in good faith. If in the exercise of our discretion under this paragraph, Parity decides after the auction is complete, to cancel the sale of the NFTs, or re-offer or sell the NFTs, we will notify the successful bidder no later than the 7th calendar day following the sale of the NFTs. Parity’s decision in the exercise of this discretion is final. This paragraph does not in any way prejudice Parity’s ability to cancel the sale of the NFTs under any provision of these Terms & Conditions, including any other rights of cancellation set forth herein or under applicable law. Parity has no liability to bidders or Buyers for any such actions which it may take during the auction. If any dispute arises after the Parity auction, our sale record is conclusive.
In certain cases, Parity may make available the opportunity to purchase NFTs at a certain price determined by Parity by clicking the “Buy Now” button for certain NFTs. All “Buy Now” submissions are final and non-refundable.
Binding Nature of Bids and Purchases
By placing an order to purchase NFTs, you accept personal liability to pay the Purchase Price (upon purchasing such NFTs), plus all other applicable charges. The sale will be consummated via Smart Contract, which shall include, without limitation, certain terms governing resale royalties, and use limitations of the NFTs and associated Artwork. You are solely responsible for understanding the terms of the Smart Contract as may be made available for review on the blockchain.
PURCHASE AND PAYMENT.
Calculating the Total Purchase Price
If you are the successful bidder and/or Buyer of the NFTs, you agree to pay us: with respect to an auction, the Hammer Price of the NFTs, and with respect to a “Buy Now” purchase, the purchase price accepted for the applicable NFT (in each case, the “Sale Price”), plus with respect to either transaction, the Buyer’s Premium and any applicable sales tax (together, the “Purchase Price”). The Hammer Price is the final, highest bid accepted for the NFTs when Parity closes bidding during an auction. The Buyer’s Premium is the commission Parity charges the Buyer and is calculated on the Sale Price of the NFTs on such terms set forth on each particular NFT sales landing page. Sales Tax, Use Tax, Excise Tax, and other taxes, including any taxes applicable to the sale or purchase of NFTs, are payable in accordance with applicable law, and you further acknowledge and agree that it is your responsibility to pay any such taxes that are due on the purchase of the NFTs whether arising but not collected at the time of sale or applicable through retroactive and applicable legislation.
You hereby agree and acknowledge that you have created, or shall have created prior to purchasing NFTs, a Stripe Account on Stripe Connect, and that you shall be subject to all terms, conditions and obligations of Stripe Connect (or such other processor) users. You further agree and acknowledge that upon creating a Stripe Account such account shall be deemed a “Connected Account” under the Stripe Connect agreement located here: https://stripe.com/en-us/connect-account/legal; provided, that by creating an account on the Marketplace, you hereby expressly authorize Parity to integrate Stripe Connect for the purposes of facilitating the transactions set forth herein. In support thereof, you further authorize Stripe to send any and all notices and forms, including without limitation, tax invoices, to Parity with respect to any payment amounts that are withheld upon transfer for purposes making applicable tax withholdings. Notwithstanding the foregoing, to the extent that Parity receives such forms or notices from Stripe, Parity shall promptly make all such documentation available to you on your Marketplace account.
Payment and Delivery
You are required to pay for the purchased NFTs immediately upon clicking “Buy Now” or immediately following the close of the auction, as applicable. Payments must be made to Parity by the invoiced party in USD, via Visa and MasterCard. All sales are final and nonrefundable. In no event shall Parity accept returns for refund or exchange. Whether you make a purchase via “Buy Now” or otherwise win an auction to purchase NFTs, you authorize Parity and our third-party service providers to immediately charge your selected payment method for all amounts presented to you at checkout.
Title in the purchased NFTs will not pass until Parity has received the Purchase Price for the NFT in full and cleared funds. Parity is not obliged to release the NFTs to you until title in the NFTs has passed and appropriate identification has been provided, and any earlier release does not affect the passing of title or your unconditional obligation to pay the Purchase Price.
To transfer title in the NFTs to you, Parity will transfer the NFTs to your account on an NFT-only wallet hosted on the Marketplace, which wallet shall, in all cases, exclusively hold NFTs and not, for the avoidance of doubt, cryptocurrencies (your “Digital Wallet”). Parity shall not be responsible for transferring or facilitating the transfer of such NFT to any other wallet. Risk will transfer to you immediately upon Parity transfer of title of the NFTs to you by sending it to your Digital Wallet, and you are thereafter responsible for secure storage of the NFTs. You agree that Parity may require you to follow a security protocol to ensure that NFTs are safely received by you. You understand and agree that failure to comply with these conditions may result in a failure to access your NFTs.
The NFT and any further versions of the Artwork generated by the NFTs (“Children”) are subject to resale royalties on any subsequent resales of the NFTs. On any subsequent resale of the NFTs or of its Children, resale royalties shall automatically be paid to Parity, Artist and Athlete, as applicable, on terms set forth in the applicable Smart Contract governing the sale transaction. Other resale royalties and transaction duties imposed by law may also apply in relation to such resales.
REMEDIES FOR NON-PAYMENT. Without prejudice to any rights that Parity, the Artist and/or Athletes may have, if you fail to pay the Purchase Price for the NFTs in cleared funds within seven (7) days of purchase, we may in our sole discretion exercise one or more of the following remedies:
- store the NFTs in Parity’s corporate Digital Wallet or elsewhere at the Buyer’s sole risk and expense;
- cancel the sale of the NFTs, retaining any partial payment of the Purchase Price as liquidated damages;
- reject future bids or purchase attempts from the Buyer or require deposits;
- charge interest at 12% per annum from the date payment became due until the date the Purchase Price is received in cleared funds;
- exercise a lien over any of your property which is in the possession of Parity and instruct our affiliated companies to exercise a lien over any of your property which is in their possession and, in each case, no earlier than 30 days from the date of such notice arrange the sale of such property and apply the proceeds to the amount owed to Parity or any of our affiliated companies after the deduction from sale proceeds of our standard vendor’s commission, all Sale-related expenses and any applicable taxes thereon;
- resell the NFTs by auction or private sale, with estimates and a reserve set at Parity’s reasonable discretion, it being understood that, in the event such resale is for less than the original Sale Price and Buyer’s Premium for the NFTs, the Buyer will remain liable for the shortfall together with all costs incurred in such resale;
- commence legal proceedings to recover the Sale Price and Buyer’s Premium for the NFTs, together with interest and the costs of such proceedings;
- set off the outstanding amount remaining unpaid by the Buyer against any amounts which we or any of our affiliated companies may owe the Buyer in any other transactions; and/or
- take such other action as we deem necessary or appropriate.
As security to us for full payment by you of all outstanding amounts due to Parity and our affiliated companies, Parity retains, and you grant to us, a security interest in the NFTs purchased by you and in any other of your property or money in, or coming into, our possession or the possession of one of our affiliated companies. We may apply such money or deal with such property as the Uniform Commercial Code or other applicable law permits a secured creditor to do. In the event that we exercise a lien over property in our possession because you are in default to us or one of our affiliated companies, we will so notify you. Our security interest in the NFTs will terminate upon actual delivery of the NFTs to your Digital Wallet. In the event you are in default of payment to any of our affiliated companies, you also irrevocably authorize Parity to pledge your property in our possession by actual or constructive delivery to our affiliated company as security for the payment of any outstanding amount due. Parity will notify you if your property has been delivered to an affiliated company by way of pledge.
NFT DESCRIPTIONS, CONDITION & INTELLECTUAL PROPERTY OWNERSHIP
DESCRIPTIONS OF NFTs. Parity makes no representation and provides no warranty whatsoever in relation to the nature, description, operation, use, fitness, utility or compatibility with digital platforms and/or software for purpose of the NFT digital file, either now or in the future. For the avoidance of doubt, Parity or Third Party Seller, as may be applicable (the “NFT Seller”), is not selling any ownership rights in, or to the copyright to, the Artwork related to the NFTs. The NFT Seller is selling the ownership rights to the NFTs only. Prospective bidders or Buyers acknowledge these limitations of Parity’s descriptions (or Third Party Seller’s descriptions, if applicable) and accept responsibility for carrying out inspections and investigations to satisfy themselves as to the descriptions of the NFTs being offered for sale. Descriptions, online or otherwise, of the NFTs may include a description of the NFTs, their functionality, the history of ownership of the NFTs (also referred to as their “provenance”), as well as any exhibition history, and references to the NFT or the digital file to which the NFTs relate in art publications. While Parity is careful in the cataloguing process, provenance, exhibition, and literature references may not be exhaustive, particularly in respect of a sale made by a Third Party Seller. Some or all of the above descriptions may also be stored in the blockchain ledger of transactions relating to the NFTs and Parity has no control over, and accepts no responsibility for, the transactions recorded or displayed in the blockchain in relation to the NFTs. Preview photographs, videos, and illustrations are for identification purposes only, cannot be used as precise indications of size, and do not necessarily convey full information as to the condition of the Artwork represented by the NFTs. Parity makes every effort to describe the NFTs and Artwork in the sale as accurately as possible. Where colors are displayed, the colors you see will, however, depend on the resolution of your monitor or of your mobile device. Parity cannot guarantee that your monitor’s, or your mobile device’s, display of any color will reflect accurately the color of the items described. Information provided in respect to descriptions of the NFTs, the Artwork, any condition report (where available), or link to the blockchain, whether written or oral, is not a representation of fact but rather a statement of opinion held by Parity.
CONDITION. You agree that all NFTs are sold “as is” and that the Artwork (and associated digital file) is in the condition that it is in at the time of the sale and that Parity shall in no event be responsible for the condition or intended functionality of any NFT sold on the Platform, whether sold directly by Parity or pursuant to a sale made by a Third Party Seller. Descriptions, online or otherwise, of the NFTs or the Artwork or links to the blockchain may include references to condition and/or intended functionality. Such references, though, do not amount to a full description of condition and/or functionality. The absence of reference to the condition and/or functionality of the NFTs or the Artwork in their descriptions does not imply that the NFTs or the Artwork is free from faults or imperfections, and you acknowledge and agree to take all necessary care in inspecting information available on the blockchain or otherwise, regarding the NFTs, prior to Shopping. You hereby acknowledge and agree that our staff are not information technology or data experts, and that by Shopping, you accept that NFTs and blockchains in general are subject to inherent technological risks which may affect their performance now or in the future (including, without limitation, broadband and other internet capacity constraints, corporate firewalls, errors in the quality or display of digital images, errors in software and other technical problems) and Parity does not accept liability for any such difficulties or errors. Parity makes no representations or warranties in relation to the condition, performance, security, quality, representations and warranties, or terms of the NFTs, the Artwork, or any smart contract memorializing a sale transaction on a blockchain (a “Smart Contract”). Parity accepts bids on NFTs and otherwise facilitates the transfer and sale of NFTs on the basis that Buyers have fully satisfied themselves as to both the condition of the NFTs and the accuracy of its description prior to bidding or purchasing the NFTs.
COPYRIGHT. The copyright in all images, videos, illustrations and written materials produced by or for Parity relating to the NFTs, including the contents of the online catalogue and sale particulars, is and shall remain at all times the property of Parity, Artist and/or Athletes or Third Party Seller, as may be applicable, and such images and materials may not be used by you or any other party without our prior written consent. Copyright in the Artwork and Children shall remain with Parity, the Artist and Athletes or Third Party Seller, as may be applicable. Parity, the Artist, Athletes and Third Party Sellers make no representations or warranties that the Buyer of the NFTs will acquire any copyright or other reproduction or derivative works rights, or rights to commercial use in the NFTs or the Artwork or Children. You also hereby represent, warrant and covenant that you shall not, and shall not permit any third party to use, copy or display any Artwork or NFTs, as applicable, in connection with any media depicting hatred, intolerance, violence or cruelty, or otherwise infringe on the intellectual property rights of others, and you shall not alter the Artwork or NFTs in any way except with respect to re-sizing for display purposes.
THIRD PARTY SELLERS. The Platform may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Parity, and may be “open” applications for which no recourse is possible. Parity is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Parity provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
USER ACKNOWLEDGEMENTS AND REPRESENTATIONS
REPRESENTATIONS AND WARRANTIES. By registering on the Marketplace, you represent and warrant that:
- You are not subject to trade sanctions, embargoes or any other restriction on trade in the jurisdiction in which it does business as well as under the laws of the European Union, the laws of England and Wales, or the laws and regulations of the United States, and are not owned (nor partly owned) or controlled by such sanctioned person(s) (collectively, “Sanctioned Person(s)”);
- Where acting as agent (with Parity’s prior written consent), the principal is not a Sanctioned Person(s) nor owned (or partly owned) or controlled by Sanctioned Person(s); and
- You undertake that none of the Purchase Price (defined below) will be funded by any Sanctioned Person(s), nor will any party be involved in the transaction including financial institutions, or any other party be a Sanctioned Person(s) nor owned (or partly owned) or controlled by a Sanctioned Person(s), unless such activity is authorized in writing by the government authority having jurisdiction over the transaction or in applicable law or regulation.
ACKNOWLEDGEMENTS. By registering an account on the Marketplace, you hereby agree, understand and acknowledge that:
- the NFTs have been designed and created as collectibles intended for your personal use and enjoyment and that you are not acquiring for purposes of speculation, market-making, flipping or with the intent to capture any potential short-term NFT price changes.
- if and when you choose to resell your NFTs, the resale value of your NFTs may be less than your Purchase Price and may even be zero;
- Parity is not providing financial or investment advice with respect to your NFTs or otherwise;
- Transfer of ownership to NFTs will not guarantee continuing access to the digital file to which it relates and you further acknowledge and agree to the risks associated with purchasing, using, transferring, and owning NFTs, including, but not limited to, risk of losing access to NFT due to loss of private key(s), custodial or Buyer error, hacking, security breaches or mining attacks, regulatory interference in one or more jurisdictions, token taxation, personal information disclosure, uninsured losses, and other unanticipated and volatility risks;
- There are risks associated with purchasing items associated with content created by Third Party Sellers through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable.
- The characterization and regulatory scheme governing NFTs and blockchain technology is uncertain and undetermined, and you acknowledge that your purchase of the NFTs complies with applicable laws and regulations in your jurisdiction. You further acknowledge that new regulations or policies may materially adversely affect the Marketplace, or the NFTs;
- Parity makes no representation with respect to the value of NFTs purchased on the Marketplace over time or your ability to sell the NFTs to any third-party Buyer;
Parity created the Marketplace for purposes of:
- providing female athletes the opportunity to monetize their names, images, and likenesses through Artwork, in some cases including signed, physical memorabilia such as jerseys, trading cards, footwear, and other gear and collectibles, and in some cases including fan experiences such as video calls or appearances; and on the basis of their interest in and support of such Athletes represented by the Artwork; and
- providing fans and collectors the opportunities to acquire and enjoy such NFTs.
- Your communications with Parity may also be recorded for security, client service and Marketplace monitoring purposes.
LIABILITY & INDEMNIFICATION
ACTIONS PARITY CAN TAKE TO ENFORCE TERMS & CONDITIONS. Parity may take such actions as it reasonably considers appropriate to ensure the Marketplace runs smoothly in accordance with legal obligations. Such actions may include but are not limited to:
- refusing to accept any bid or purchase offers on the NFTs where Parity reasonably considers it appropriate to do so;
- restarting auction bidding where Parity reasonably considers it appropriate to do so;
- making NFTs unavailable for sale or otherwise removing them from auction;
- reopening or continuing bidding even after the auction has ended; and
- in the case of an error or dispute and whether during or after a Parity auction, Parity may continue the bidding, determine the successful bidder, cancel the sale of the NFTs, or re-offer and resell the NFTs.
- INDEMNIFICATION. You agree to defend, indemnify on demand and keep Parity and our affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents partners, content providers, service providers, suppliers and licensors and Third Party Sellers, including, without limitation, the Artist and Athletes (collectively, the “Released Parties”), and hold the Released Parties harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from (a) your purchase or use of any products made available through the Marketplace and through any auction, or any related services or information, (b) your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity), (c) your misrepresentation or breach of these Terms & Conditions or your breach of representations and warranties or acknowledgements and covenants set forth hereunder or under any applicable smart contract, (d) your violation of the rights of or obligations to a Third Party Seller, or (e) your infringement of copyright or other intellectual property rights of the Artist, Athletes, Third Party Seller and/or Parity. Parity will provide notice to you promptly of any such claim, suit, or proceeding. Parity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to assist and cooperate with our defense of such claim. In any event, you shall not settle any such claim without Parity’s prior written approval.
LIMITATION OF LIABILITY.
- Subject to sub-paragraph (e) below, the maximum amount of any liability of Parity, our affiliated companies and the Artist and/or Athletes to the Buyer in connection with the sale of NFTs shall be limited to the Sale Price actually paid by the Buyer.
- Except as otherwise provided in this paragraph, none of Parity, our affiliated companies or the Artist or Athletes or Third Party Sellers (i) is liable for any errors or omissions, whether orally or in writing, in information provided to prospective Buyers by Parity, Third Party Sellers or any of our affiliated companies; or (ii) accepts responsibility to any bidder or Buyer in respect of acts or omissions, whether negligent or otherwise, by Parity or any of our affiliated companies in connection with the conduct of the auction or for any other matter relating to the sale of the NFTs.
- All warranties, express or implied, including any warranty of satisfactory quality and fitness for purpose, are specifically excluded by Parity, our affiliated companies and the Artist, Athletes and Third Party Sellers to the fullest extent permitted by law.
- Subject to subparagraph (e) below, none of Parity, our affiliated companies or the Artist, Athletes or Third Party Sellers shall be liable to the Buyer for any loss or damage beyond the refund of the Purchase Price referred to in subparagraph (a) above, whether such loss or damage is characterized as direct, indirect, special, incidental or consequential, or for the payment of interest on the Purchase Price to the fullest extent permitted by law.
- No provision in these Terms & Conditions will be deemed to exclude or limit the liability of Parity or any of our affiliated companies to the Buyer in respect of any fraud or fraudulent misrepresentation made by any of us or in respect of death or personal injury caused by our negligent acts or omissions.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL PARITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) ERRORS SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE NFT ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF NFTs OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY; AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF PARITY WHETHER IN CONTRACT, WARRANTY, TORT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS & CONDITIONS OR OWNERSHIP OF NFTs, EXCEED THE AMOUNT YOU PAY FOR THE NFTs.
- Notices to Parity must be in writing and addressed to Evolution of Sports, Inc., 8 W 126th Street, 3rd floor, New York, NY 10027, quoting the sale reference.
- These Terms & Conditions are binding on registered bidders and Buyers and are not transferable by them to any other person, including their successors, assigns or representatives. Parity may transfer its rights to other companies, individuals or affiliates from time to time.
- If any of these Terms & Conditions is found to be void, invalid or unenforceable for any reason, the remaining provisions will remain in full force and effect. No failure or delay by any party to exercise any right or remedy under these Terms & Conditions will act as a waiver or release of that right or remedy in whole or in part.
- You have had the opportunity to consult an attorney of your choosing before agreeing to be bound by these Terms & Conditions, and you acknowledge that we have not provided legal advice to you or for your benefit in connection herewith.
- Parity’s failure to exercise or enforce any right or provision herein shall not constitute a waiver of such right or provision.
- The provisions herein that by their nature are intended to survive termination or completion of the transactions contemplated hereunder will so survive.
- The rights and obligations of the parties with respect to these Terms & Conditions, the conduct of the auction or purchase and sale of the NFTs and any matters arising out of or in connection with the auction or other purchase and sale of NFTs will be governed by and interpreted in accordance with New York law, excluding its conflicts of law rules.
- Any dispute, controversy, or claim arising out of, in connection with, or relating to the performance or breach of these Terms & Conditions or its termination shall be settled by arbitration in the State of New York, pursuant to the rules then set forth by the American Arbitration Association. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof.
- All bidders and Buyers irrevocably consent to service of process or any other documents in connection with proceedings in any court by electronic or facsimile transmission, personal service, delivery by mail or in any other manner permitted by New York law or the law of the place of service, at the last address of the bidder or Buyer known to Parity.