TERMS AND CONDITIONS

Last updated on 26 January 2022

These Terms and Conditions (“Terms”) govern the sale and purchase of items, including non-fungible tokens (“NFTs”), from www.teamgbnft.com (the “Site”) and your use of the Site. The Site is operated, controlled, and promoted by Tokns Commerce, Inc. (“Tokns”) with the permission of the British Olympic Association (the “BOA”). Tokns and the BOA’s company information and registered address is set out at the bottom of these Terms. References to “we”, “us” and “our” are to Tokns and not the BOA, unless otherwise stated.

Please be aware that the purchase of any items on the Site will result in a contractual relationship between you and Tokns and not between you and the BOA. Please read the terms in full before bidding for any items or making any purchases using our Site. If you do not agree to these Terms, please do not use our Site. We reserve the right to modify these Terms at any time without prior notice, and your continued use of the Site binds you to the changes made. We do occasionally update these terms so please refer to them in the future.

1. Definitions

“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.

"NFT" means any blockchain-tracked, non-fungible token. 

“Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Licensed NFT” means an NFT purchased from the Site. 

2. Ownership

You acknowledge and agree that the BOA or International Olympic Committee (or, as applicable, their licensors (including Tokns)) own all legal right, title, and interest in and to the Art and all intellectual property rights therein. The rights that you have in and to the Licensed NFT and Art are limited to those expressly stated in clause 3 of these Terms. The BOA and its licensors reserve all rights and ownership in and to the Licensed NFT and Art not expressly granted to you in clause 3 of these Terms.

3. Rights

You acknowledge and agree that the Licensed NFTs are made available solely for your personal, non-commercial purposes. Without limiting the foregoing and subject to your continued compliance with these Terms, Tokns (with the BOA’s and/or IOC’s consent) grants you a worldwide, non-exclusive, royalty-free license to display the Art for your Licensed NFTs, solely for your own personal, non-commercial use. For the avoidance of doubt, you have the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all the Terms, (ii) you have not prior to the transfer breached these Terms; and (iii) prior to the transfer your license to the Licensed NFT has not been terminated.

4. Assumption of Risk

The Site and the products advertised on the Site use smart contract and blockchain technology, including NFTs, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge that such technologies are experimental, speculative, and inherently risky. If you intend to purchase items on the Site, you acknowledge and agree that you are fully aware of the nature of your purchase including, but not limited to, the following associated risks:

• To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile and there is no guarantee that your Licensed NFTs will have or retain any value.
• There are risks associated with using an 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, and the risk that third parties may obtain unauthorised access to information stored within your digital “wallet” or elsewhere, and neither Tokns nor the BOA will not be responsible for any of these, however caused;
• Upgrades to any blockchain, a hard fork or other change in the blockchain, a failure or cessation of the blockchain, or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs.
• The risk of losing access to Licensed NFT due to loss of private key(s), custodial error, or purchaser error.
• The risk of mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyber-attacks, and other technological difficulties.
• The risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; and
• Risks related to taxation.

5. Terms of Sale

You must be 18 years of age to bid in auctions or make purchases. You will be asked to confirm you are 18 years of age or older. If you make a purchase, you are warranting that you are over 18 years of age. We may require you to sign an additional click agreement to participate in an auction or retail sale. We may make changes to auctions or retail sales on the day of the initial auction bid or sale. These changes take precedence over previous announcements, marketing, advertising, and social media, but do not otherwise alter the basic terms and conditions of sale. You understand that all NFTs, physical goods, and services are offered by us and purchased and accepted by you AS IS and WITH ALL FAULTS. We make no warranties or guarantees whatsoever whether written, oral, or implied as to quality, condition, or habitability. All information that we publish about an item for auction or retail sale is derived from sources believed to be correct, but there is no guarantee. You will rely entirely on your own information, judgment, and inspection in making a purchase. If a legal misrepresentation is determined before a sale is finalized, we reserve the right to cancel the sale and refund any earnest/deposit money paid.

All purchases of Licensed 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 Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever. You are responsible for the payment of any and all applicable taxes, gas fees, exchange fees, and other third-party expenses in connection with your purchases = on the Site.

6. Fixed Price Sales

Fixed Price NFTs purchased through the Site are limited, numbered editions sold at a fixed price. Please note that upon starting the purchase process, you will have 10 minutes to complete your purchase before the inventory is released and another user will have the chance to purchase.

Following receipt of our confirmation that you are the valid purchaser, and your payment has cleared, your NFT and associated items will be released in your TeamGBNFT.com Account. You can view your NFT and download some associated items from your Account page on TeamGBNFT.com. You may request transfer of your NFT to an compatible digital wallet of your designation. We will provide you with the required assistance in order to enable this transaction. Applicable gas fees and transactions fees may be charged by your wallet provider. We are not responsible for these or any additional fees.

7. Auction

We may offer NFTs for sale by way of auction. In order to submit a bid on NFTs for sale by way of auction, you may be required to create an account on the Site. We reserve the right to request any details and/or documents reasonably necessary to complete our verification process, including but not limited to a copy of a government-issued photo ID (e.g., passport, driving licence), proof of permanent residential address within the last 3 months (e.g., utility bill) and/or a valid credit card in your name. We reserve our rights to allow you to bid on auctioned NFTs until such requested details and/or documents are provided.

Your bid is a binding offer to buy the item on which you bid. Once submitted, all bids are final and cannot be amended, reduced, retracted, or revoked. We are not responsible for any errors you make in bidding. By submitting a bid, you accept personal liability to pay the total purchase price including all applicable charges and taxes. We reserve the right to apply a reserve for the NFT, of which we will provide notice.

Bids will be denominated in GBP and communicated in the manner designated by us. New bids must be greater than the current highest bid by at least £10. 

If you are outbid in the closing 5 minutes of the Auction, you will have 5 minutes to outbid the current highest bid before the auction closes. You will be responsible for monitoring the duration of each auction by referring to the Site.

When the auction closes, we will notify the winner by email (to the email address you provide to us) and support you to process a payment transfer via the approved payment methods set out below.

8. Payment currency

If you choose to make a payment for the Licensed NFT with cryptocurrency, you must pay an amount of crypto that is of equivalent value to the GBP purchase price of the Licensed NFT, with the conversion rate for GBP into its crypto equivalent to be fixed at the time of the winning bid, and to be set by Coinbase. You acknowledge and agree that the price of all cryptocurrencies, can be volatile and subject to upward and downward movements.

9. Transfer of title

Title in the Licensed NFT will not pass until we have received the purchase price for the Licensed NFT in full and cleared funds, upon which we will release the item to your Account Page on TeamGBNFT.com. Risk transfers to you immediately upon the release of the Licensed NFT to your Account Page. You will be able to view your Licensed NFT and download certain items on your Account Page. You may request transfer of your Licensed NFT to a compatible digital wallet of your designation. We will provide you with the reasonable email assistance in order to enable this transaction. Applicable gas fees and transactions fees may be charged by your ETH wallet provider. We are not responsible for these or any additional fees.

10. Remedies for non-payment by you

Without prejudice to any rights Tokns or the BOA may have, if you fail to pay the purchase price for the NFT in cleared funds within 2 days of the close of the auction, we may in our sole discretion exercise one or more of the following remedies:

• store the NFT in our digital wallet or elsewhere at your sole risk and expense.
• cancel the sale of the NFT, retaining any partial payment of the purchase price as liquidated damages.
• reject future bids from you or render such bids subject to payment of a deposit.
• charge interest at 12% per annum from the date payment became due until the date the purchase price is received in cleared funds.
• subject to notification to you, exercise a lien over any of your property which is in our possession and, in each case, no earlier than 30 days from the date of such notice arrange the sale of such property and apply the proceeds to the amount owed to us or the BOA after the deduction from sale proceeds of our standard vendor’s commission, all sale-related expenses and any applicable taxes thereon.
• resell the NFT by auction or private sale, with estimates and a reserve set at our reasonable discretion, it being understood that, in the event such resale is for less than the original price, you will remain liable for the shortfall together with all costs incurred in such resale.
• commence legal proceedings to recover the purchase price for the NFT from you, together with interest and the costs of such proceedings; or
• take such other action as we deem necessary or appropriate.

As security to us for full payment by you of all outstanding amounts due to us, we retain, and you grant to us, a security interest in the NFT purchased at auction by you.

11. Tangible Items and Experiences

Some NFTs may include Tangible Items and/or Experiences (as defined below) in addition to the NFT. These Tangible Items and Experiences will be clearly represented on the Auction or Fixed Price Sale page for each NFT. 

Tangible Items are physical goods that are included with completed purchase of the NFT and can be exclusive items or memorabilia. Tangible Items will be packaged and shipped to the address listed in your registration unless otherwise arranged via email using support@teamgbnft.com. Items may take several weeks to ship based on availability and production. 

Experiences are prizes that grant you access to participate in exclusive events and once in a lifetime experience. Upon purchasing an NFT that includes an Experience, we will send further instructions on how to redeem it. Generally, we will ask you to send an email to support@teamgbnft.com. You must contact us during the redemption period to set up the experience. The redemption period will be listed in your confirmation email.

12. Site Uptime

We take all reasonable steps so that our Site is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefore, we will not be liable if our Site is unavailable to all or any users at any time. We are not responsible for technical problems or transmission issues associated with a bid or purchase. In the event technical problems or unforeseen circumstances interfere with or prevent a bid or sale, it may be necessary for us to withdraw items from bidding or sale, which we shall have the right to do in our discretion. Our Site may be temporarily unavailable due to issues such as system failure, maintenance, or repair, or for reasons beyond our control.

13. Disclaimer

All information on our Site is of a general nature and is furnished for your knowledge and understanding and as an information, entertainment, and retail purchase resource only. The documents and any related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on our Site. We may make improvements and/or changes to any of the products depicted or described herein at any time. We expressly disclaim any responsibility or liability for any adverse consequences or damages resulting from your use of the Site or reliance on the information from either.

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE, INCLUDING, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, OR IN ELECTRONIC FORM. THE BOA, TOKNS AND ITS AFFILIATED BUSINESSES AND INDIVIDUALS DO NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION DESCRIBED WITHIN OR DERIVED FROM OUR SITE OR SERVICE.

14. Limitation of Liability

Your use of our Site is entirely at your own risk. Except as set out below, the BOA and Tokns and its respective affiliated businesses and individuals will not be responsible to you or to any third parties for any direct or indirect, incidental, consequential, special, or punitive damages or losses or injury you may incur in connection with your use or inability to use the Site or the services and/or products, or your reliance on or use of the Site, the information, products or services provided, or that result from mistakes, omissions, interruptions, deletions or any failure of performance, or any of the data or other materials transmitted through or residing on our site, regardless of the type of claim or the nature of the cause of action, even if we have advised of the possibility of such damage or loss.

No provision in these Terms will be deemed to exclude or limit the liability of the BOA or Tokns to you in respect of any fraud or fraudulent misrepresentation made by any of us or in respect of death or personal injury caused by our negligent acts or omissions.

15. Indemnification

You agree to defend and indemnify Tokns and the BOA, together with their affiliated businesses and individuals and all of their officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, to a value not exceeding the purchase price paid for the Licensed NFT(s) resulting from or alleged to result from, your use of and access to the Site or your violation of these Terms or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right. 

16. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you.

17. Severability

If any term or provision of this Agreement is invalid, illegal, 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. 

18. Applicable Law

We make no representations that the content or the Site is appropriate or may be used outside the United Kingdom. Access to the Site and/or the content may not be legal in certain countries outside the United Kingdom. If you access the Site from outside the United Kingdom, you do so at your own risk. The Site, and its contents, and any disputes arising therefrom shall be governed, construed, and interpreted under the laws of the England and Wales and the courts of England and Wales shall have exclusive jurisdiction in respect of any claim.

19. General

These Terms, and any other applicable agreements, shall constitute the entire agreement between us concerning your purchase of any items on the Site. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20. Contact Information

You can contact us at support@teamGBnft.com.

Tokns Commerce, Inc. is a company incorporated under the laws of Massachusetts with company number 001513397, whose registered address is 101 Arch Street, Boston, MA, 02110, USA.

The British Olympic Association is a company incorporated under the laws of England and Wales with company number 1576093, whose registered address is at 101 New Cavendish Street, London W1W 6XH.