GRIP NON- FUNGIBLE TOKEN TERMS and CONDITIONS
These terms and conditions constitute a legally binding agreement between the holder of the NFT (“You”, “Your”, “Holder”) and GRIP Investments (Cayman) (“GRIP”, “We”, “Us”).
This Agreement governs the terms on which You accept the receipt of the NFT created and issued by GRIP on 27 September 2022 as part of GRIP’s web3 strategy pursuant to Your contribution to the growth of GRIP. By submitting details of Your digital wallet address to Us, You acknowledge that You have read and understood this Agreement and will be bound by it and the terms applicable to any Third Party Services.
GRIP may revise this Agreement from time to time and will publish amended versions on the website at https://gripinvestments.com/cayman-nft_terms/. The latest published version will apply.
1. DEFINITIONS
1.1 Data Recipients: has the meaning defined in the Personal Data section.
1.2 DP Purpose: has the meaning defined in the Personal Data section.
1.3 GRIP Entities: means GRIP and each of its subsidiaries.
1.4 Holder: means a person named in the NFT licence register maintained by GRIP as the holder of the NFT.
1.5 Intellectual Property Rights: means copyrights and related rights, patents, trademarks, trade names, service marks, business names (including domain names), goodwill, the right to sue for passing off, design rights, database rights, and rights in undisclosed or confidential information (such as know‐how, trade secrets, and inventions whether patentable or not), as well as all other intellectual property or similar proprietary rights regardless of registration.
1.6 Licensed Rights: are defined in the Rights section.
1.7 Logo: means the logo of GRIP and any elements constituting the NFT.
1.8 NFT: means the non-fungible token issued by GRIP.
1.9 Permitted Purpose: is defined in the Conditions section.
1.10 Third Party Services: means any services provided to You by parties other than GRIP for Your use of the NFT.
2. CONDITIONS
2.1 Subject to the Licensed Rights defined below, GRIP is granting the NFT to You pursuant to Your contribution to GRIP, for the sole purpose of holding the NFT as a collectible digital asset as part of GRIP’s web3 strategy (the Permitted Purpose).
2.2 For the avoidance of doubt, the NFT is not offered as an investment, for speculation, or for financial gain.
3. RIGHTS
3.1 You acknowledge and agree that GRIP (or the GRIP Entities, as applicable) owns all Intellectual Property Rights in the Logo.
3.2 Your rights in and to the NFT are limited to those expressly stated herein; GRIP reserves any rights not granted.
3.3 GRIP grants You a worldwide, non-exclusive, revocable, non-transferable (except when transferring the NFT to digital wallets held by You in Your name), non-sublicensable, royalty-free license to hold the NFT for the Permitted Purpose.
3.4 You shall not sell, transfer (except as permitted for legal representatives in cases of death or incapacity), reproduce, distribute, copy, duplicate, resell, modify, display, or otherwise exploit the NFT for any purpose other than the Permitted Purpose.
4. RESTRICTIONS
4.1 You agree not to:
4.1.1 Transfer or sub-license the NFT to any third party for any reason, except as permitted.
4.1.2 Modify the NFT and/or the Logo in any way, including altering shapes, designs, or colors.
4.1.3 Use the NFT for any purpose other than the Permitted Purpose, including for display, advertising, marketing, or sales.
4.1.4 Sell, distribute (whether for commercial or non-commercial gain) or otherwise commercialise merchandise that includes the NFT and/or the Logo.
4.1.5 Acquire additional intellectual property rights in or to the NFT and/or Logo.
4.1.6 Utilise the Logo for Your own benefit or that of any third party.
4.2 The above restrictions shall survive the termination of this Agreement.
5. TERMINATION OF THIS AGREEMENT
5.1 This Agreement and Your Licensed Rights will automatically terminate if:
5.1.1 You cease to be a shareholder of GRIP, or cease working with or being associated with GRIP, unless otherwise agreed.
5.1.2 You breach any term of this Agreement, the Third Party Services, or any applicable law or regulation.
5.1.3 You sell, license, trade, donate, give away, transfer, or dispose of the NFT.
5.1.4 A provider of Third Party Services ceases to offer services necessary for the enjoyment of the Licensed Rights.
5.1.5 Your digital wallet address becomes invalid.
5.2 Upon termination, within seven calendar days you must:
5.2.1 Destroy all physical or digital copies or embodiments of the NFT in your possession or control.
5.2.2 Burn the NFT by transferring it to a designated burn address.
5.2.3 Confirm in writing to GRIP that you have destroyed the NFT, providing appropriate evidence.
6. WARRANTIES AND LIABILITIES
6.1 The NFT is provided “as is” and “as available” without warranties of any kind (express or implied). GRIP does not warrant that the NFT or the Logo will be secure, uninterrupted, virus-free, error free, or that defects will be corrected.
6.2 To the maximum extent permitted by law, GRIP will not be liable for any loss or damage arising from the NFT, the Logo, or Third Party Services, including but not limited to:
6.2.1 Server failures, data loss, or protocol rule changes on blockchain networks.
6.2.2 Corrupted account files or errors in the smart contract that mints and controls the NFT.
6.2.3 Unauthorized access or activities (such as viruses or phishing attacks).
6.2.4 Security weaknesses, fraud, counterfeiting, or other technological issues.
6.3 GRIP is not responsible for losses due to blockchain-related issues or the performance of Third Party Services. You acknowledge that these technologies are novel, experimental, and speculative.
7. ASSUMPTION OF RISKS
7.1 You acknowledge and agree that:
7.1.1 GRIP does not guarantee the NFT’s availability on the internet or its hosting location or duration.
7.1.2 Upgrades, hard forks, or other changes to blockchain networks may have unintended consequences.
7.1.3 The use of the NFT may be materially affected by risks including:
7.1.3.1 Regulatory changes affecting blockchain technologies, crypto assets, and tokens.
7.1.3.2 The introduction of new laws, regulations, or policies governing these technologies.
7.1.3.3 Unfavourable regulatory interventions.
7.1.4 The regulatory environment for blockchain technologies is uncertain and may affect the NFT’s utility.
7.1.5 The NFT has no inherent or intrinsic value, is not legal tender, and is not backed by any government.
7.1.6 You have sufficient knowledge of blockchain technology, NFTs, and digital wallets to understand this Agreement and its risks.
7.1.7 GRIP may create additional copies of the Logo and distribute them as NFTs or other crypto assets.
8. INDEMNITY
8.1 You agree to defend, indemnify, and hold harmless GRIP and the GRIP Entities (including their officers, directors, employees, and agents) from any claims, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising from your holding of the NFT, including any breach of this Agreement or violation of law.
9. PERSONAL DATA
9.1 You consent to the collection, use, transfer, and processing of your personal data (such as your name, digital wallet address, and email address) by GRIP or the GRIP Entities for administering this Agreement.
9.2 You understand that GRIP may transfer your personal data among the GRIP Entities or to Third Party Services (Data Recipients) located outside GRIP’s or your country, with appropriate safeguards.
9.3 You may review, request amendments, or withdraw consent regarding your personal data by writing to GRIP; however, withdrawing consent may affect your ability to exercise the Licensed Rights.
10. MISCELLANEOUS
10.1 This Agreement is between the Holder and GRIP. No party other than those to this Agreement shall have any rights to enforce its terms, except a legal representative acting on behalf of a deceased or incapacitated Holder.
10.2 GRIP may assign this Agreement and its rights or obligations without restriction. This Agreement is personal to You and may not be assigned or transferred by You.
10.3 If any provision of this Agreement is deemed unlawful or unenforceable, the remaining provisions shall continue in effect.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of the Cayman Islands, and the parties submit to the jurisdiction of its courts.