Last updated: June 22nd 2021
TERMS & CONDITIONS
Misfit University is a distributed application that runs on the Ethereum network, using uniquely coded smart contracts (each, a “Smart Contract” or "NFT") that allow users to acquire, buy and sell, own and transfer, the unique digital characters known as Misfits (hereafter “Misfit” or “Misfits”) located at misfit.university (the “Site”). The visual asset(s) and artwork of each individual Misfit is hereafter known as the "Art". Misfit University LLC (“Misfit U”, “we”, or “us”) is the party making the App available for you to use. The Smart Contracts and the Site are collectively referred to in these T&C as the “App”. Using the App, users can view their Misfits, and use the Smart Contracts to acquire Misfits on the Ethereum network. The App, its connected services, and other options are provided “as is” and “as available” without warranty of any kind. There is no ability to undo, change, reverse, or restore any transactions on the Ethereum network. Before using the App, the Smart Contracts, or the Site, you must agree to these T&C and any other terms and conditions incorporated or referenced herein (the T&C and any other terms and conditions incorporated or referenced herein are collectively referred to as the “Terms”). The purchase of a Misfit or Misfits does NOT CONSTITUTE AN INVESTMENT.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APP, THE SMART CONTRACTS, AND THE SITE, UNLESS MISFIT U HAS AGREED TO DIFFERENT WRITTEN AGREEMENT WITH YOU TO THE CONTRARY, SIGNED BY BOTH PARTIES. MISFIT U IS ONLY WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART THEREOF, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS CONTAINED HEREIN. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT COMPANY OR LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE NOT WILLING TO MAKE THE APP, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT FULLY AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.
OWNERSHIP & LICENSE
i. NFT OWNERSHIP
Each Misfit is an NFT (Non-Fungible Token) on the Ethereum blockchain. When you purchase a Misfit or Misfits, you own the underlying Art of the Misfit. Ownership of the Misfit is mediated entirely by the Smart Contract and the Ethereum Network as a whole. At no point may we seize, freeze, delete, or otherwise modify the ownership of any Misfit.
ii. PERSONAL USE
Subject to your continued compliance with these Terms, Misfit University, LLC grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes:
(i) for your own personal, non-commercial use;
(ii) as part of a marketplace that permits the purchase and sale of your Misfit, provided that the marketplace cryptographically verifies each Misfit owner’s rights to display the Art for their Misfit to ensure that only the actual owner can display the Art; or
(iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Misfit, provided that the website/application cryptographically verifies each Misfit owner’s rights to display the Art for their Misfit to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Misfit leaves the website/application. Misfit University, LLC and its officers retain the right to revoke Personal Use rights and license if the usage is determined to be obscene, illegal, detrimental to the community, or detrimental to the Misfit University brand.
iii. Commercial Use
Subject to your continued compliance with these Terms, Misfit University, LLC grants you an unlimited, worldwide license to use, and to display, the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Misfit holders are given commercial rights to their specific Misfit. You can sell its likeness or make derivatives of it. You can give others permission to use it within these same compliance Terms. An example of such Commercial Use would be the use of the Art to produce and sell merchandise products (T-Shirts, etc.) displaying copies of the Art. However, Misfit University prohibits commercial use of our logo, names (including but not limited to: "Misfits", "Misfit", "Misfit University", and "MU"), website images, and marketing material. Our logos, names, and images related to Misfit University are the sole property of Misfit University, LLC. Once a Misfit is sold, burned, or transferred, you no longer retain the Commercial Use License. Misfit University, LLC and its officers retain the right to revoke Commercial Use rights and license if the usage is determined to be obscene, illegal, detrimental to the community, or detrimental to the Misfit University brand.
For the sake of clarity, nothing in this Section will be deemed to restrict you from:
(i) owning or operating a marketplace that permits the use and sale of Misfits generally, provided said marketplace cryptographically verifies each Misfit owner’s rights to display the Art for their Misfit to ensure that only the actual owner can display the Art;
(ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of Misfits generally, provided that the third party website or application cryptographically verifies each Misfit owner’s rights to display the Art for their Misfit to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the purchased Misfit leaves the website/application; or
(iii) earning revenue from any of the foregoing.
You shall defend, indemnify and hold harmless Misfit U and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your use or misuse of, or access to the App, (iii) misappropriation or infringement by you, of any intellectual property rights or other right of Misfits, or any person or entity, (iv) your violation of applicable laws, rules or regulations in connection with your access to or use of the App, or (v) damages (actual and consequential) sustained as a result of third-parties in association with a Misfit. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.