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NFT TERMS

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Herbert Smith Freehills LLP, a limited liability partnership incorporated in England and Wales with registered number OC310989, whose registered office is at Exchange House, Primrose Street, London EC2A 2EG (“HSF”, and referred to herein as “We” or “Us”) is offering certain blockchain-tracked, non-fungible tokens each associated with a course completion certificate created for the 2022 UK, US & EMEA Digital Law Course student and graduate education campaign to certain individuals who completed the Qualifying Session (as defined below).

These terms and conditions constitute a legally binging agreement (the “Agreement”) between (i) the Holder of a NFT (as defined below) (referred to herein as “You” or “Your”) and (ii) HSF.

This Agreement governs the terms on which an NFT is being issued to You. By completing the Qualifying Session (as defined below) and submitting details of your digital wallet in accordance with clause 3 below, You acknowledge that you have read and understand this Agreement and accept its content and agree to be bound by the Agreement and the terms applicable to any Third Party Services (as defined below).

We reserve the right to amend these terms and conditions from time to time without notice and at our sole discretion. We may, from time to time, make announcements regarding Your NFT and we may include additional terms and conditions on our website which may also be included in the metadata of Your NFT. It is your responsibility to review these terms and conditions regularly.

If you for any reason you do not agree with and/or cannot, or can no longer, abide by these terms and conditions, including Our Privacy Policy and the terms of any Third Party Services, please do not accept the offer of the  NFT or otherwise please immediately surrender your rights under this Agreement (see clause 6 below).

Definitions

"Course Completion Certificate" means the image representing that an individual has completed the Qualifying Session.

"Holder" means an individual who holds the NFT in their digital wallet because they are a Qualifying Participant who has completed the Qualifying Session and was Offered, and Accepted, the NFT under clause 3 below.

"HSF Entities" means any entity authorised to operate under the name 'Herbert Smith Freehills' or under common control with such an entity, including the Australian Partnership (Herbert Smith Freehills, Australian partnership ABN 98773882646 including its Seoul branch) (but not any firm with whom there is an association or alliance).

"Intellectual Property Rights" means copyrights and related rights, (including rights in computer software), patents, rights to inventions, trade marks, trade names, service marks, business names (including internet domain names), goodwill and the right to sue for passing off, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration and renewals or extensions of, and rights to claim priority from, such rights) which subsist anywhere in the world.

NFT” means the NFT from HSF representing the Course Completion Certificate which is offered to certain individuals who completed the Qualifying Session.

Licensed Rights” has the meaning given to it in clause 4.3 below.

"Polygon Burn Address" means the address 0x0000000000000000000000000000000000000000, or the burn address used by the Polygon network as changed from time to time. 

"Offer" has the meaning given to it in clause 3.1 below.

Qualifying Participant” means a participant in the Qualifying Session who is located in the United Kingdom at the time of Accepting the offer.

"Qualifying Session" means the 'NFT session' of the 2022 UK, US & EMEA Digital Law Course operated by HSF.

Third Party Services” means any services not operated by HSF, but provided to You in the context of the Qualifying Session or use of the NFT.

Conditions

  1. You may only request an NFT if You are: (i) a Qualified Participant who has the right and authority, in accordance with relevant applicable laws and regulations, to enter into this Agreement; and (ii) fully able and competent to satisfy the terms, conditions and obligations herein. By participating in the Qualifying Session and submitting details of Your digital wallet in accordance with clause 3.1 below, You represent and warrant that You are a Qualifying Participant and are able to hold the NFT.
  2. You acknowledge and agree that in some countries, and for certain people or entities, there may be restrictions on the acquisition, transfer or use of NFTs under applicable laws and regulations or restrictions on the sale or licence of NFTs, and therefore Your ability to accept, transfer or use the NFT may be limited or restricted without any liability of HSF.

Offer and Acceptance of the NFT

  1. HSF may (in its sole discretion) offer an NFT to Qualifying Participants who have completed the Qualifying Session and successfully submitted digital wallet ID (including all required personal information) to HSF in the prescribed format (each an "Offer").

  2. The Offer is accepted by the Qualifying Participant when the NFT is transferred to a digital wallet owned or controlled by the Qualifying Participant ("Acceptance", and the terms "Accept" and "Accepting" will be construed accordingly). To Accept an Offer and receive an NFT, you will be required to open a digital wallet that is compatible with the Polygon network and provide HSF with certain information to enable the transfer of the NFT, including your public wallet address and such other personal information as may be required by HSF to facilitate the transfer and associated activities. You are solely responsible for keeping the private key for Your digital wallet confidential and secure.  

  3. You agree to pay (i) any applicable fees associated with Acceptance of the NFT, including any fees payable to Third Party Service providers pursuant to the terms of service for those Third Party Services and any transaction ('gas') fees; and (ii) all applicable taxes and duties in accordance with clause 11 below. Where applicable, you are responsible for ensuring your digital wallet has enough relevant cryptocurrency to cover all such fees. Note that the NFT has no inherent or intrinsic value and at the point of transfer from HSF to You shall be deemed not to have any value whatsoever. 
  4. HSF may require You to provide additional information and documents from time to time, including where it has reasons to believe You are in breach of this Agreement. In such cases HSF, in its sole discretion, may cancel its Offer to You of the NFT (prior to Acceptance) or terminate the Agreement in accordance with clause 6 below.

Rights

  1. Ownership: You acknowledge and agree that HSF owns all Intellectual Property Rights in the Completion Certificate.
  2. The rights that You have in the Course Completion Certificate are limited to those expressly stated in this clause 4. HSF expressly reserves any right not expressly granted to You under this Agreement.
  3. Your Licensed Rights: You acknowledge and agree that the NFT and Course Completion Certificate are offered to You solely for your own personal entertainment purposes. HSF grants You a worldwide, non-exclusive, revocable, non-transferable, non-sub-licensable, royalty-free licence to display, copy and use the NFT and Course Completion Certificate solely for Your own personal, non-commercial use (the "Licensed Rights"). For the avoidance of doubt, You may not sell, transfer to any third party (as a gift or for money), reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, frame, mirror, repost, or exploit the NFT or the Course Completion Certificate for any commercial purpose, or otherwise use any of the NFT or the Course Completion Certificate in any way for any public or commercial purpose.

Restrictions

  1. You may not:
    1. transfer the NFT or the Course Completion Certificate to any third party for any reason whatsoever (regardless whether or not for any sums of money);

    2. use the NFT or the Work in movies, videos or any other forms of media, except to the limited extent that such use is expressly permitted in clause 4.3 above;
    3. sell, transfer, distribute for commercial gain (including without limitation giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the NFT or the Course Completion Certificate;
    4. attempt to trade mark, copyright, or otherwise acquire any Intellectual Property Rights in or to the NFT or the Course Completion Certificate;
    5. otherwise utilise the NFT or the Course Completion Certificate for Your or any third party’s commercial benefit;
    6. modify the NFT or the Course Completion Certificate in any way;
    7. use the NFT or the Course Completion Certificate to advertise, market, or sell any proprietary or third-party product or service; or
    8. use the NFT or the Course Completion Certificate 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.

Termination or Surrender

  1. Termination: This Agreement and Your Licensed Rights shall automatically terminate if:
    1. at any time, You sell, licence, trade, donate, give away, transfer to any third party, or otherwise dispose of the NFT for any reason (including if You attempt to transfer the NFT for any reason whatsoever);
    2. You breach any of the terms of this Agreement, the terms of service applicable to any Third Party Services, or any applicable law or regulation (including if You engage in unlawful business practices related to the offer, sale, or transfer of cryptoassets, including non-fungible tokens, or other financial instruments);
    3. You have a trustee, receiver, or similar party appointed for Your property, that becomes insolvent, acknowledges insolvency in any manner, makes an assignment for the benefit of Your creditors, or files a petition of bankruptcy;
    4. You disparage HSF or any parties related to HSF, to be determined solely in HSF's discretion; or
    5. any of the Third Party Services ceases to provide their services when such services are necessary for the exercise and enjoyment of the Licensed Rights.         
  2. Surrender:  You may, at any time, surrender Your Licensed Rights under this Agreement. 
    1. Without limiting clauses 7.1 and 7.2 below, if You breach any of the terms of this Agreement (including in particular as set out in clause 5.1 above, the terms of service of any Third Party Services, or any applicable law or regulation, We may (in our sole discretion and without notice) burn, revoke, or alter the metadata of the NFT so it no longer resolves to the Course Completion Certificate.

Consequences of Termination or Surrender

  1. If Your Licensed Rights are terminated or surrendered under clauses 3.4 or 6 above, Your permission to hold, use and transfer the NFT will automatically terminate and You must within seven (7) calendar days of the act giving rise to termination or surrender: (i) destroy any physical and/or digital copies or embodiments of the NFT in your possession or under your control and (ii) confirm to HSF in writing that you have so destroyed such copies or embodiments. You will provide to HSF promptly upon request all such evidence as HSF reasonably requires to satisfy itself that You have carried out your obligations under this clause.
  2. Where the NFT is stored in Your digital wallet and Your Licensed Rights are terminated or surrendered, You must within seven (7) calendar days of the act giving rise to termination or surrender: (i) burn the NFT by transferring the NFT to the Burn Address, and (ii) confirm to HSF in writing that you have so destroyed such copies or embodiments. You will provide to HSF promptly upon request all such evidence as HSF reasonably requires to satisfy itself that You have carried out your obligations under this clause.
  3. Your obligations under this Agreement only cease upon satisfactory completion of both clauses 7.1 and 7.2 above, as applicable. Note that the process of burning the NFT is irreversible. HSF will not be able to reinstate your NFT once burned, nor will HSF be liable to provide you with a replacement non-fungible token if You ultimately change your mind regarding any surrender or otherwise. 

Warranties and Liability

  1. To the maximum extent permitted by applicable laws, the NFT is provided “as is” and “as available” and excludes warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and We hereby disclaim any and all such warranties, express and implied. We do not warrant the NFT or the content, functions or materials contained therein will be timely, secure, uninterrupted, free from viruses or harmful elements, or error free, or that defects or malfunctions will be corrected. We make no warranty that the NFT will meet Your expectation or requirements. No advice, results, or information, whether oral or written, obtained by You from HSF or in relation to the NFT or the Course Completion Certificate shall create any warranty not expressly made herein.
  2. To the maximum extent permitted by applicable law, We will not be liable to You for any loss or damage, whether in contract, tort, negligence, breach or statutory  duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services, the NFT or the Work, or the transfer, attempted transfer, or inability to transfer the NFT, including but not limited to any Course Completion Certificate, damages or claims arising from (i) Your error, such as forgotten passwords or access codes (including lost private keys), or incorrectly construed transactions (including mistyped addresses); (ii) server failure or data loss, or changes to the protocol rules for any relevant blockchain network (including forks and upgrades); (iii) corrupted account files or errors in the smart contract that mints and controls the NFT; (iv) unauthorized access or activities of third parties, including but not limited to the use of viruses, phishing or other means of attack against any app, network, or the electronic account (including sybil attacks, 51% attacks, brute forcing and other means of attack) or (v) security weakness, fraud, counterfeiting, blockchain malfunctions, and other technological errors or failures. The limitations set out in this clause will not limit or exclude liability which cannot be legally limited or excluded. 
  3. We are not responsible for losses due to blockchains or any other features of the Polygon network or Third Party Services functioning and/or performance, including any late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Polygon network, including forks, technical node issues, or any other issues having fund losses as a result. You acknowledge and agree that such technologies are novel, experimental, and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.
  4. We have no control over any Third Party Services. You acknowledge and agree that We are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the  Third Party Services, or as a result of any reliance placed by You upon the protection or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or materials on, or made available from, any Third Party Services. You must read and comply at all times with the terms of service and any other terms applicable to such Third Party Services.
  5. We shall not be liable for any damage caused to third parties as a result of any use You may make of the NFT outside its intended purpose, unless such use has been expressly authorised by Us, in which case HSF's liability shall be brought into line with the terms and conditions agreed on for such purpose. HSF owes absolutely no liability to You with regards to the 2022 UK, US & EMEA Digital Law Course or the NFT or the Course Completion Certificate.
  6. We will not be responsible for any failure to carry out any action under this Agreement as a result of circumstances beyond our reasonable control, including fire, flood, natural disasters, armed conflict, terrorist attack, labour matters, pandemic, technology or telecommunications failures, cyberattacks, or any unauthorised third party activities.

Assumption of Risk

  1. As noted in clause 4.3 above, the NFT is made available solely for entertainment purposes. You acknowledge and agree as follows:
    1. HSF does not make any promises or guarantees about the availability of the NFT on the internet or that the NFT will be hosted at any specific location or for any specific period of time;
    2. upgrades to the Polygon network, a hard fork or other change in the Polygon network may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFTs;
    3. use of the NFT may be materially adversely impacted by the risk of the following (among others) in one or more jurisdictions: (i) changes to the regulatory regime governing blockchain technologies, cryptoassets, and tokens (including NFTs), (ii) the introduction of new laws, regulations, or policies governing blockchain technologies, cryptoassets, and tokens (including NFTs), and (iii) unfavourable regulatory intervention. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain and any such activities may materially adversely affect the potential utility of the NFT;
    4. that NFTs have no inherent or intrinsic value, are not legal tender, and are not backed by any government. They are not offered as an investment, or for speculation, or for financial gain, nor do they entitle you to any equity or ownership interest in any entity, project, or endeavour.
  2. In addition to assuming all of the above risks, You acknowledge and agree that you (i) have sufficient information and knowledge of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs and digital wallets to understand this Agreement and to make an informed decision to Accept the NFT (including as to the risks and implications of holding such NFT); (ii) understand and agree that You are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks.
  3. You acknowledge and agree that We will make additional copies of the Course Completion Certificate, and distribute those copies as additional non-fungible tokens or other cryptoassets, and could sell or otherwise assign the Intellectual Property Rights or any economic rights in such Course Completion Certificate.

Indemnity

You will defend, indemnify, and hold HSF, including each HSF Entity, and each of HSF's respective partners, officers, directors, employees, and agents harmless from any claims, actions, suits, losses, claims, liabilities and expenses (including reasonable legal adviser fees) relating to or arising out of Your use or transfer of the NFT and Your participation in such use or transfer, including: (i) Your breach or alleged breach of this Agreement, or any applicable law, regulation, or binding rule or order of any applicable governmental or regulatory authority in connection with your use or transfer of the NFT; (ii) Your violation of the rights of any third party as a result of Your own interaction with such third party or any actions (or inactions) performed by you otherwise than as prescribed by this Agreement (including any attempted or actual transfer for the NFT to any third party); (iii) any allegation that any materials that You submit to Us or transmit in the course of participating in the 2022 UK, US & EMEA Digital Law Course, communications seeking HSF's consent to activities or otherwise, infringe or otherwise violate the copyright, trade mark, trade secret or other Intellectual Property Rights or other rights of any third party; or (iv) any other activities in connection with the 2022 UK, US & EMEA Digital Law Course or the NFT together with any liabilities (including taxes or duties) arising from or in connection with those and all other activities. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will cooperate as fully as required by HSF in the defence of any claim or loss, and HSF shall retain the exclusive right to defend, settle, compromise, and pay any such claim or loss.

Taxes and Duties

You are solely responsible for determining and paying all applicable taxes and duties which arise in connection with your use or transfer (initial or subsequent) of the NFT and Your activities in respect of this Agreement, including any value added (VAT), sales, or compensating use taxes, or other equivalent tax or duty wherever such taxes or duties may arise. Note in particular clause 5.1.1 above which prohibits you from transferring the NFT to any third party for any reason (whether or not for value or commercial gain).

Personal Information

When You interact with Us in connection with the 2022 UK, US & EMEA Digital Law Course or the NFT, we may collect information about You that constitutes personal information under applicable laws and regulations. Our privacy notice accessible at www.herbertsmithfreehills.com/privacy-policy sets out what personal information We process and how it is processed. In addition to the personal information set out therein, we also collect and process information related to your digital wallet linked to claim your NFT.

Miscellaneous

  1. This Agreement is between You and Us. No person who is not party to this Agreement shall have any rights to enforce any of it terms.
  2. The rights of HSF to terminate, rescind, or agree to any variation, waiver or settlement under this Agreement are not subject to the consent of any other person, including the Holder.
  3. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the law or England and Wales, and the parties to this Agreement hereby submit to the exclusive jurisdiction of the English courts.

Contact Us

You can contact Us via email at [email protected]

Last updated

These terms and conditions were last updated on: 25 October 2022.