PUMA General Terms and Conditions of NFT Sale

The following PUMA General Terms and Conditions of NFT Sale (“GTC”) shall apply to all sales contracts concluded between customers and Puma North America, Inc., 455 Grand Union Blvd Somerville, MA, 02145-1446 United States (“PUMA”) via the website www.blackstation.puma.com or any of its successor versions (“Blackstation Website”). The Blackstation Website is subject to the PUMA Blackstation Website Terms of Use available on the Blackstation Website. These GTC also contain legal information on the rights of the customer under the regulations on contracts in distance selling and electronic commerce for Consumers within the EU.

1. Scope of application, Contracting party

1. These GTC shall apply to the sale, minting, use and transfer for all Non Fungible Token (“NFT”) sold through the Blackstation Website. The business relationship between PUMA and the customer (hereinafter “Customer“) shall be governed exclusively by the following GTC in the version valid at the time of the order.
2. Deviating terms and conditions of the Customer shall not apply.

2. Information on and Requirements for Blockchain Use

1. The NFTs subject to these GTC use the Ethereum and/or Polygon Blockchain (“Blockchain”). In order to purchase and use the NFTs, the Customer has to meet the following minimum requirements.
2. The Customer requires a wallet containing sufficient amounts of Ether (“ETH”), Matic (“MATIC“) or other crypto to purchase NFTs. The Blackstation Website may facilitate the purchase necessary crypto amounts via standard credit card transactions.
3. The Customer is aware that processing on the Blockchain is subject to a transaction fee (“Gas Fees”). The original purchase (“Minting”), subsequent transfers and the burning of NFTs may be subject to Gas Fees payable in ETH by the Customer or the recipient of a transfer. The Customer may set the Gas Fee individually. Standard Gas Fees may vary highly during the course of a day.
4. The Customer is aware of the risks associated with the purchase, transfer and resale of NFTs and the general use of the Blockchain. The Customer is in particular aware that the Customer will be solely in control of transfers, burns or any other user-based interactions of the NFT involving the Blockchain. The Customer is aware that PUMA is neither hosting nor controlling the Blockchain and cannot change any of its functionality. The Customer is also aware that values of virtual goods may rapidly change based on unpredictable circumstances. PUMA makes no warranties as to the current or future value of any of its NFTs.
5. The Customer confirms with the purchase that the Customer is at least 18 years old.

3. Minting and Sale (Order process and conclusion of contract)

1. The presentation of the NFTs on the Blackstation Website does not constitute a legally binding offer, but an invitation to place an order for a respective NFT. The contract is concluded by completing the ordering process, about which PUMA informs the Customer in the following overview.
2. The Customer can select an NFT without obligation to purchase by clicking the button starting the minting process, e.g. labelled “Mint A NitroPass NFT”.
3. The Customer is then asked to connect a wallet by clicking “Yes” and by selecting a wallet provider. A list of eligible wallets is displayed in the same window. The connection to the wallet may be subject to the terms and conditions of the respective wallet provider.
4. After a wallet is connected, the connection is confirmed. The total price in ETH, MATIC or other applicable crypto is displayed. The Customer can choose to pay with crypto or to obtain necessary crypto via a credit card transaction. If crypto is selected, the Customer can complete the purchase by clicking ”Mint and Buy Now”. If ”Buy with Credit Card” is selected, they will be prompted to enter their information before selecting ”Mint and Buy Now”. Alternatively, the Customer can abort the purchase by clicking “Cancel Purchase” or change the connected wallet by clicking the button “Switch Wallet”.
5. By clicking the “Mint and Buy Now” button, the Customer submits a binding application to purchase the NFT. Before sending the order, the customer can check the data again and abort the process at any time.
6. PUMA confirms a successful purchase immediately by displaying a respective message, e.g. “Successful NITROPASS Mint”.

4. NFTs

NFTs made available via the Blackstation Website may serve different functions and have different features and properties (jointly, the “NFT Properties”). Such NFT Properties may be set out within this Section 4. below and for each project and NFT be detailed further in respective product descriptions made available to Customers prior to a purchase. PUMA regularly uses non-fungible tokens (i.e., a controllable electronic record recorded on a blockchain) based on the ERC-721 or ERC-1155 standards.

1. Token NFT
   1. PUMA may, at its sole discretion, grant Customers the ability to claim a Token NFT or to be placed on an allow list. Customers have no legal right to claim a Token NFT or a spot on the allow list.
   2. Only Customers with a Token NFT will be eligible to purchase a Pass, Collection, and/or Materializer NFT initially. If all Token NFTs are out of stock, the Customer may be given the opportunity to be placed on a reserve list to claim a Token NFT at a later point in time.
   3. The Token NFT may display a countdown until a Pass NFT can be purchased and will expire after purchasing.
2. Pass NFT
   1. A Pass NFT is a temporary or permanent NFT that may have to be burned to acquire or receive secondary NFTs, including Token NFTs, Collection NFTs and/or Materializer NFTs (“Secondary NFTs”). A Pass NFT is destroyed in this process. A Pass NFT may also allow to receive Token NFTs that then allow access to Collection or Materializer NFTs.
   2. Pass NFTs can only be redeemed for Secondary NFTs within the respective period as set out in the NFT Properties. After this period, Pass NFTs cannot be redeemed for Secondary NFTs.
3. Materializer NFT
   1. A Materializer NFT is a temporary NFT that has to be burned to acquire a physical objects as specified in the NFT Properties (“Objects”).
   2. The Materializer NFT is destroyed in this process. After a Materializer NFT has been successfully burned, the Objects are shipped to the Customer in accordance with the NFT Properties. Shipping fees may apply.
   3. Objects will NOT be shipped to Kazakhstan, Uzbekistan, Kyrgyzstan, Tajikistan, Turkmenistan, Russian Federation/Russia, Brunei Darussalam, Ukraine, Pakistan and Serbia, Afghanistan, Belarus, Burma, Syria, Yemen, Cuba, North Korea, Democratic Republic of Congo, Ethiopia, Hong Kong, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, Somalia, Sudan, Venezuela, Zimbabwe or to any other territory to which sanctions of the European Union, the United Kingdom, the United Nations or the United States prohibit the delivery of consumer goods.
   4. PUMA does not ship to individuals, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, the sanctions as described in Section 4.3.5, or similar lists provided by the government of the European Union, the United Kingdom, or the United Nations (“Restricted Parties”).
4. Collection NFT
   1. Collection NFTs unlock digital content. Such content may include digital art, and in particular, the combination of digital art and content created by PUMA and linked to tokens, including Token NFTs, which images consists of elements compiled by the underlying smart contract, and owned by PUMA.
5. Transfers
   1. The Customer has the right to transfer the NFT at Customer’s costs, provided that the recipient of the NFT (“Recipient”) accepts and complies with these GTC.
   2. The different NFTs as described in Section 4 can be traded independently from each other.
   3. PUMA receives a creator fee for each transfer of an NFT (“Creator Fee”). The Creator Fee is calculated based on the total gross amount paid, excluding any Gas Fee. The Creator Fee is specified in the NFT Properties. The Customer may not transfer any NFTs to citizens or residents of, or located in, an area that is the subject to sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States. The same shall apply to Restricted Parties.

5. Intellectual Property and NFT Ownership

1. The Customer is aware that PUMA or its affiliates own all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, copyrights, patents and any other creative materials that may be incorporated into an NFT (“Creative Materials”), and all intellectual property rights therein.
2. The Customer is aware that the ownership of the NFTs only grants the rights as explicitly described within these GTC. This includes the limited, non-exclusive, non-sublicensable right to view, access, merge and transfer the NFT and to execute the smart contracts on the Blockchain for the duration in which the Customer holds the respective NFT. “Merge” when used herein shall mean using an NFT for depiction on physical or non-physical object (a “Merged Object”), but solely for private, non-commercial purpose and use of any Merged Object. An NFT may only be merged once into another single Merged Object, if this object itself is an NFT, unless expressly provided otherwise in the respective NFT Properties of the NFT originating from PUMA.
3. PUMA in particular grants the Customer no rights to
   1. copy, edit or make available online the source or object code within the smart contracts for the NFTs, other than provided by these GTC;
   2. use any Creative Materials protected by copyright, trademark or other applicable intellectual property rights for any other purpose than as described in Section 7.2;
   3. use the Creative Materials in any manner which would constitute or amount to an endorsement of, or relationship with, any particular third party, entity, product, product category, charity, service or other;
   4. use the Creative Materials in connection with images, movies, videos, or any other forms of media or content that depict, reference or promote violence, hatred, intolerance, cruelty, sexual conduct, “adult only” or sexually explicit activities, prostitution, drug use (prescription or non-prescription), or other supplements, death, pornography, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes or anything else that could reasonably be found to constitute hate speech, or be considered detrimental or otherwise infringe upon the rights of others;
   5. use the Creative Materials in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; or
   6. sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Creative Materials.

6. Warranty for material defects

1. The Customer’s statutory warranty rights apply without limitation.
2. Section 9 remains unaffected.

7. Limitation of Liability

1. EXCEPT IN CONNECTION WITH DEATH OR PERSONAL INJURY RESULTING FROM PUMA'S GROSS NEGLIGENCE, IN NO EVENT SHALL PUMA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATING TO OR ARISING FROM USE OF THE BLACKSTATION WEBSITE, WHETHER OR NOT EITHER PARTY HAD OR SHOULD HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. CUSTOMEER ASSUMES TOTAL RESPONSIBILITY FOR CUSTOMER‘S USE OF THE BLACKSTATION WEBSITE. CUSTOMER‘S ONLY REMEDY AGAINST PUMA FOR USE OF THE BLACKSTATION WEBSITE OR ANY CONTENT IS TO STOP USING THE WEBSITE. HOWEVER, IF PUMA IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE BLACKSTATION WEBSITE OR ANY CONTENT, PUMA'S LIABILITY SHALL NOT EXCEED US $100.00. THE AFOREMENTIONED LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY WHERE LIMITED OR RESTRICTED BY APPLICABLE LAW.
2. Section 6 remains unaffected.
3. This Section 7 does not apply to Consumers with a habitual residence within the territory of the European Union.

8. Storage of the contract text, Language of the contract

1. The Customer can print out the text of the contract before submitting the order to PUMA by using the print function of his browser in the last step of the order process.
2. The text of the contract will be stored by PUMA in digital form for the purpose of processing the contract and kept for 3 years.
3. The available contract language is English, German and Japanese.

9. Jurisdiction, Applicable law

1. Customer agrees that these GTC’s and any dispute between Customer and PUMA shall be governed by, construed, and enforced in all respects by the laws of the Commonwealth of Massachusetts, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. Except where prohibited by law, Customer agrees that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to these GTC’s (including but not limited to the purchase of PUMA products or NFT’s) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in the Commonwealth of Massachusetts, USA. Customer consents to waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of the Commonwealth of Massachusetts, USA. Any cause of action or claim Customer may have with respect to these GTC’s (including but not limited to the purchase of PUMA products or NFT’s) must be commenced within one (1) year after the claim or cause of action arises.
2. This Section 11 does not apply to Consumers with a habitual residence within the territory of the European Union.

10. Force Majeure

Notwithstanding any other provision set forth in these GTC‘s, PUMA shall not be liable for any failure or delay in its performance due to any cause beyond PUMA's reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of God, fire, explosion, vandalism, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, work stoppages or other labor difficulties, industry-wide supplier failures, pandemic, contagion, virus, infectious disease,  unavailability of materials, rights of way or governmental acts; provided, however, that PUMA shall use its commercially reasonable efforts to correct promptly such failure or delay in performance to the extent consistent with then applicable law and regulatory requirements and appropriate in light of then existing circumstances.

11. Special Provisions for EU Consumers

1. This Section 13 shall apply to all Consumers with a habitual residence within the territory of the European Union.
2. „Consumer“ within the meaning of these GTC is every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession (Para. 13 German Civil Code; hereinafter “GCC”).
3. Jurisdiction, Applicable law
   1. The law of the Federal Republic of Germany shall apply exclusively with the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the customer has his habitual residence as a consumer, shall remain unaffected.
   2. The place of jurisdiction and performance shall be the registered office of PUMA if the Customer is a merchant, a legal entity under public law or a special fund under public law.
4. Liability
   1. The following exclusions and limitations of liability shall apply to PUMA's liability for damages, without prejudice to the other statutory requirements for claims.
   2. PUMA shall be liable without limitation insofar as the cause of the damage is based on intention or gross negligence.
   3. Furthermore, PUMA shall be liable for the slightly negligent breach of essential obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer regularly relies (cardinal obligations). In this case, however, PUMA shall only be liable for the foreseeable damage typical for the contract. Subject to Section 13.4.4, PUMA shall not be liable for the slightly negligent breach of obligations other than those referred to in the preceding sentences.
   4. The above limitations of liability shall not apply in the event of injury to life, body or health, for a defect following the assumption of a guarantee for the quality of the product and for fraudulently concealed defects. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.
   5. Insofar as PUMA's liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.
5. Cancellation policy (Right to cancel) 
   1. Consumers have a statutory right to withdrawal when concluding a distance selling transaction, of which PUMA informs them below in accordance with the statutory model. Section ‎13.5.2 contains a model cancellation form.

Notice of cancellation

1. Right of cancellation

You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or e-mail). You may use the attached model cancellation form, but it is not obligatory. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Puma North America, Inc.
455 Grand Union Blvd Somerville, MA, 02145-1446
United States of America
E-mail: customerservice.us@puma.com
Tel: 1-888-565-PUMA (7862)

2. Effects of cancellation

If you cancel this contract, we shall reimburse to you all payments received from you, including the costs of delivery of the NFT (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to cancel this contract. We will make such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you explicitly requested that we begin the provision of the NFT during the withdrawal period, your withdrawal right expires in the moment when we provide you with the NFT.

End of the notice of cancellation

If you wish to cancel the contract, please complete and return this form

To:

Puma North America, Inc., 455 Grand Union Blvd Somerville, MA, 02145-1446, United States of America

E-mail: customerservice.us@puma.com

I/We (*) hereby give notice that I/We (*) cancel my/our (*) contract of sale of the following goods/for the provision of the following service:

• Ordered on (*) / Received on (*)

• Name of consumer(s):

• Address of consumer(s)

• Signature of consumer(s) (only if this form is notified on paper)

• Date

(*) Delete as appropriate

Information about participation in alternative dispute resolution

PUMA does not participate in any alternative dispute resolution procedure.