Kit Launch 22/23 NFT Terms and conditions
The following terms and conditions apply to participation in the auction for, and the purchase and use of, the Southampton FC 2022/23 Official Kit NFTs.
1. Capitalised words in these Terms and Conditions shall have the following meaning:
• Artwork: means the graphic representation of the relevant 2022/23 Southampton FC official kit;
• Auction: means an auction, run by Southampton FC on OpenSea, for an NFT (as defined below);
• NFT: means the relevant Southampton FC 2022/23 official Kit non-fungible token;
• Owner: means the person from time to time whose ownership of the NFT is recorded in the relevant blockchain;
• Southampton FC: means Southampton Football Club Limited, incorporated in England and Wales with company number 00053301 and registered address of St Mary’s Stadium, Britannia Road, Southampton, SO14 5FP
2. By participating in the Auction or purchasing an NFT from any subsequent Owner you will be deemed to have accepted these Terms and Conditions.
3. You may not participate in the Auction where are you are not permitted to do so under OpenSea’s Terms of Service (https://opensea.io/tos) or where otherwise prohibited by applicable law.
4. By placing a bid in the Auction, you agree to transfer the price of the relevant bid to Southampton FC in the event that your bid is successful and to pay all associated fees communicated on the OpenSea platform. In consideration for this payment, ownership of the relevant NFT will be transferred to you.
5. Please note, a royalty of 10% (due to Southampton FC) will apply to all secondary sales of the NFT.
6. You acknowledge and agree that:
6.1.1. in purchasing the NFT you are purchasing only a non-exclusive, non-transferable (except in accordance with these Terms and Conditions), licence, solely for personal, non-commercial use, to store the NFT in your crypto wallet and display the Artwork associated with the NFT (subject to you being and remaining the Owner of the NFT and these Terms and Conditions);
6.1.2. the Owner shall have no rights to the kit design or the existing intellectual property of Southampton FC, Hummel, Sportsbet.io or any other third party and shall merely own a digital artwork of the relevant kit;
6.1.3. Southampton FC (or its licensors) owns all legal right, title and interest in and to the Artwork and all intellectual property rights in the Artwork and the associated designs, trade marks and copyright;
6.1.4. Southampton FC and its licensors reserve all rights, title and interest in and to the Artwork, the NFT and associated intellectual property (with the exception of the licence expressly set out in these Terms and Conditions); and
6.1.5. the Owner is only permitted to use the Artwork in accordance with these Terms and Conditions and as a whole (and only during the time that they are the Owner) and may not in any way modify the Artwork.
7. For the avoidance of doubt, the Owner may not use the NFT or the Artwork (or any other associated intellectual property rights in or to the NFT or Artwork) for any commercial purposes (including, without limitation, to sell or advertise products or services, to produce any form of media other than for personal use, to create any form of product or merchandise) or in any way that could reasonably be considered likely to cause detriment to Southampton FC’s brand or reputation. Nor may the Owner attempt to trademark, copyright or otherwise obtain any intellectual property right in (or in connection with) the Artwork or NFT (or intellectual property within the same) beyond that which is expressly granted in these Terms and Conditions
8. The Owner’s rights in the NFT will terminate in the event that:
8.1.1. the Owner sells, transfers, trades, gives away or otherwise disposes of the NFT (each a “Transfer”).
8.1.2. the Owner engages in any unlawful practice in connection with or related to the NFT; or
8.1.3. the Owner is in breach of these Terms and Conditions or the OpenSea Terms of Service.
In all cases other than a Transfer the rights in the NFT shall automatically revert to Southampton FC and the Owner shall take all actions as Southampton FC may reasonably require in order to give effect to this clause __
9. The NFT is made solely for entertainment purposes and does not represent a store of value. This NFT does not provide the Owner with any contractual rights (beyond the right to use the NFT in accordance with clause 6.1.1)
10. Owners of the NFT may transfer the NFT as they see fit.
11. You are responsible for ascertaining and paying all taxes and duties which may be payable by you in relation to or in connection with the NFT.
12. It is a condition of purchase that all Owners of the NFT must draw the attention of any potential subsequent owner of the NFT to these Terms and Conditions.
13. To the maximum extent permitted by law:
13.1. the NFT is provided “as is” excluding all warranties, express or implied, including (without limitation) warranties as to the availability, correctness, accuracy, reliability, usefulness, or content of information or any merchantability or fitness for a particular purpose;
13.2. Southampton FC will not be liable to you, whether in contract, tort, negligence, breach of statutory duty or otherwise and howsoever arising under of in connection with the use or inability to use, OpenSea, the NFT and associated Artwork, including but not limited to any losses, damages or claims arising from (i) your error, such as forgotten passwords or incorrectly construed transactions, (ii) server failure or data loss (iii) corrupted account files (iv) unauthorised access or activities by third parties, including but not limited to use of viruses, phishing or other means of attack against the network or (v) security weaknesses, fraud, counterfeiting and other technological difficulties;
13.3. Southampton FC is not responsible for losses due to any other features of the Ethereum network or OpenSea, including but not limited to any issues supporting the Ethereum network, it being acknowledged that the technology is not error-free or within Southampton FC’s control)
13.4. Southampton FC has no control over OpenSea’s services and the Owner acknowledges and agrees that Southampton FC are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of OpenSea.
14. Notwithstanding any other term of these Terms and Conditions, Southampton FC shall have no responsibility or liability for any transaction relating to or in connection with the NFT (or Artwork) between an Owner and a third party.
15. The invalidity or partial invalidity of any provision of these Terms and Conditions shall not prejudice or affect the remainder of these Terms and Conditions, which shall continue in full force and effect. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16. Southampton FC’s failure to exercise, or delay in exercising, any right, power or remedy provided by these Terms and Conditions or by law shall not constitute a waiver of that right, power or remedy.
17. These Terms and Conditions constitute the entire agreement between Southampton FC and you and neither party shall have any claim or remedy in respect of any statement, representation, warranty or undertaking made by or on behalf of any other party in relation to the Terms and Conditions which is not set out herein.
18. Notwithstanding any other provision in these Terms and Conditions no other person other than you or Southampton FC has any rights under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of these Terms and Conditions. Nothing in these terms of conditions shall affect any right or remedy of a third party that exists or is available other than as a result of the aforementioned Act.
19. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales (including in relation to any non-contractual disputes or claims).