Welcome to BSNFT.io, operated by Barstool Sports, Inc. ( "Barstool" or "we" , "our" or "us" ), where you can find information about Barstool NFTs.
" Barstool NFT" means an NFT that (i) incorporates a digital file containing Content, (ii) is sold either in editions with a limited number of copies or in editions offered for a limited period of time, and (iii) incorporates these NFT Terms.
" NFT" means a unique cryptographic non-fungible token transferred and tracked via a smart contract on blockchain, such as those conforming to the ERC-721 standard.
" Content" means any Barstool-owned content, including static images and videos, in any digital file type.
By participating in any auction for a Barstool NFT, you are expressly agreeing to: (1) these NFT Terms (which incorporate the Barstool Platform TOS); (2) the OpenSea TOS; (3) the applicable Digital Wallet TOS, (4) any special terms embedded on the applicable Barstool NFT, and (5) the terms of any other agreement of which you are a party that may govern the permitted transaction concerning a Barstool NFT (collectively, the " Applicable Agreements"). If you do not agree to the terms of any of the Applicable Agreements, you are prohibited from participating in an auction for a Barstool NFT.
If you acquire a Barstool NFT, Barstool agrees to provide you with the necessary licenses in and to the Content contained in the Barstool NFT (on the terms herein) and to authorize OpenSea and the applicable digital wallet providers to undertake the transfer of ownership of the Barstool NFT. These are Barstool's sole responsibilities with respect to any transaction involving a Barstool NFT. You acknowledge that the Barstool Platform does not store, send, or receive NFTs nor update the applicable ownership record maintained on the supporting blockchain. You further acknowledge that Barstool will rely on third-party platforms such as OpenSea and the applicable digital wallet providers to perform the technical steps necessary to complete any transactions relating to Barstool NFTs, and such transactions shall be governed by, in addition to these NFT Terms, the OpenSea TOS, the applicable Digital Wallet TOS, and the terms of any other technology providers involved in the transaction, as applicable. Any transfer of Barstool NFTs occurs within the supporting blockchain and not on the Barstool Platform.
All purchases of Barstool NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Barstool NFT, any disruption to the operations of any components of the Barstool NFT, your loss of access to the Barstool NFT or any other reason whatsoever.
You are solely responsible for determining what, if any, taxes apply to any Barstool NFT transactions. Neither Barstool nor any other Barstool Party (as defined below) is responsible for determining the taxes that apply to Barstool NFT transactions.
You acknowledge and agree that the Content is deemed Proprietary Materials under the Barstool Platform TOS and therefore, Barstool, or its subsidiaries or affiliated companies, contributors, third party licensors, and/or advertising partners (as applicable), owns, retains and reserves all right, title and interest in and to the Content, and all intellectual property rights therein, except with respect to those rights licensed to the owner of each Barstool NFT set forth in the LICENSES GRANTED section below.
- Display of Content
Subject to your continued compliance with these NFT Terms, Barstool grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below) royalty-free license to display the Content associated with your Barstool NFT, solely for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a third party website or application that permits the inclusion, involvement, or display of your Barstool NFT, provided that the website/application cryptographically verifies each NFT owner's rights to display their NFT to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the Barstool NFT leaves the website/application. Barstool reserves all other rights in the Content. Without limiting the foregoing, you expressly agree that you have no right to (a) modify the Content; (b) use the Content to advertise, market or sell a product or services; (c) incorporate the Content in videos or other media; (d) or sell merchandise incorporating the Content.
You have the limited right to sell and/or otherwise transfer a Barstool NFT you have purchased, provided that (i) the transferee accepts all of the terms of these NFT Terms and the terms of all other Applicable Agreements; (ii) Barstool is paid ten (10%) of the gross amounts paid to you by such transferee in connection with the sale or other transfer of the Barstool NFT (such payment shall be paid on the same terms and at the same time as you are paid); and (iii) you have not prior to the transfer violated any of the Applicable Agreements. For clarity, and without limiting anything else herein, the obligations under this section (including the obligation to pay Barstool a royalty of 10% in connection with the sale or other transfer of a Barstool NFT) shall apply to all subsequent transfers of a Barstool NFT and will be binding upon all future transferees. Upon a transfer, the license set forth above under the Display of Content section will immediately transfer to the buyer and terminate for the seller.
TERMINATION OF THE LICENSE
The rights and licenses granted hereunder with respect to the Content included in any Barstool NFT you may purchase shall automatically terminate and all rights shall return to Barstool if (i) If at any time you breach any of the Applicable Agreements; or (ii) you engage in any unlawful business practice related to the Barstool NFT.
ASSUMPTION OF RISK
You agree that there is inherent risk in purchasing, holding, selling and otherwise trading in NFTs and agree to assume all such risk. Without limiting the foregoing, you expressly acknowledge and assume all risks with respect to the following:
- To the extent a there is a price or market for any blockchain asset, including NFTs, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Barstool NFTs, and there is no guarantee Barstool NFTs will have or retain any value.
- Barstool is known for creating controversy and any controversy that Barstool, or any of its talent, may later become involved in may materially diminish the commercial value of any Barstool NFT that you may purchase.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of any Barstool NFTs.
- The regulatory regime governing blockchain technologies, cryptocurrencies, and NFTs is uncertain, and new regulations or policies may materially adversely affect the development of services critical to the value or utility of a Barstool NFT.
- There are risks associated with using Internet-native assets (e.g., NFTs, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, the risk that third parties may obtain unauthorized access to information stored within your digital wallet, and the risk that you may forget or misplace the passwords or other information necessary to access your digital wallet, and the Barstool Parties will not be responsible for any of these issues should they arise, however caused.
- Upgrades to the Ethereum or other blockchain platform, a hard fork in the Ethereum or other blockchain platform, a failure or cessation of Ethereum or other blockchain platform, or a change in how transactions are confirmed on the Ethereum or other blockchain platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Barstool NFTs.
- The Barstool Parties do not make any promises or guarantees related to OpenSea, any digital wallet provider (including Metamask), blockchain or any other third parties related to an auction or any of their applications and/or services, including but not limited to their continued availability and/or the protection and/or storage of any data you provide to those parties .
- The Barstool Parties are not responsible for any transaction between you and a third party (e.g., your acquisition of a Barstool NFT from a third party or your sale of a Barstool NFT to a third party on the so-called "secondary market"), and the Barstool Parties shall have no liability in connection with any such transaction.
- You accept and acknowledge that the Barstool Parties will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when accessing, storing or using any Barstool NFT, no matter how caused.
DISCLAIMER OF WARRANTIES
AS USED HEREIN, THE PHRASE " BARSTOOL PARTIES" MEANS BARSTOOL AND ITS DIRECT AND INDIRECT PRESENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE VENDORS, LICENSORS, OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, AGENTS, ATTORNEYS AND EMPLOYEES. ALL BARSTOOL NFTs ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE BARSTOOL PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE BARSTOOL PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE BARSTOOL NFT, ANY AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, OPENSEA, AND/OR ANY DIGITAL WALLET PROVIDER (INCLUDING METAMASK). YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT THE BARSTOOL PARTIES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO THEIR GROSS NEGLIGENCE.
THE BARSTOOL PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSS ARISING FROM BARSTOOL NFTS NOT DIRECTLY CAUSED BY A BARSTOOL PARTY, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS; (F) VULNERABILITIES, ANY KIND OF FAILURE, OR ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT) OR ANY OTHER TECHNICAL FEATURES OF THE BARSTOOL NFTS; OR (G) TECHNICAL ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BARSTOOL NFTS INCLUDING FORKS OR TECHNICAL NODE ISSUES.
NOTHING IN THESE NFT TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
WITHOUT LIMITING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BARSTOOL PARTIES' TOTAL AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIMS ARISING RELATING TO ANY BARSTOOL NFT SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY BARSTOOL IN CONNECTION WITH THE INITIAL PURCHASE OF SUCH BARSTOOL NFT ON OPENSEA. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL BE DEEMED TO SUPPLEMENT, NOT LIMIT OR REPLACE, ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THE BARSTOOL PLATFORM TOS.