OUTSIDE.IO NFT TERMS

Product Specific Terms: Digital Collectibles Last Updated: October 4, 2022 Welcome to Outside.io. These NFT Terms (“Terms”) set forth the terms and conditions applicable to non-fungible tokens (“NFTs”) made available by Outside Interactive, Inc. (“Outside”) whether through one or more websites, mobile applications or third party platforms (each a “Platform”). These Terms, as part of the Outside Terms of Use (https://www.outsideinc.com/terms-of-use/), are a legally binding agreement by and between Outside and the initial acquirer, and between Outside and any person who subsequently acquires lawful possession, whether through purchase or other means, of any NFT offered by Outside (“you” or “Holder”, and such lawful possession referred to as “holding”). 1. NFTs Each NFT subject to these terms are, at the genesis of issuance, linked to a set of associated images, art, or graphics (collectively, the “NFT Content”) and which may additionally provide a digital pass to Benefits (as defined below) that are offered by Outside or its partners (“Partners”). After completing the purchase process using the functionality of the applicable Platform, Holder will have the ability to “mint” the NFT. A “Primary Transaction” means a transaction facilitated through the Platform where an NFT is first sold, while a “Secondary Transaction” means any transaction in which an NFT is sold by one holder to another or is otherwise transferred in any manner that is not a Primary Transaction. 2. Acceptance of these Terms By (i) purchasing or otherwise acquiring an NFT, whether through a Primary Transaction or a Secondary Transaction, (ii) holding and using or demonstrating exclusive dominion and control over the NFT, or (iii) using the NFT Content, as applicable, you acknowledge that you have carefully read and agree to the Terms, which are incorporated as part of and subject to the Outside Terms of Use, which you can access at https://www.outsideinc.com/terms-of-use. All Secondary Transactions of NFTs are subject to the following terms: (a) the NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the NFT or NFT Content, be deemed to accept all of the terms of this Agreement as a “Holder” hereof; and (b) the NFT transferor (the “Transferor”) shall provide notice to the Transferee of these Terms, including a link or other method by which these Terms shall be accessible by the Transferee. 3. Ownership (a) When Holder acquires an NFT, Holder owns all personal property rights to that NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT. Such rights, however, do not include the ownership of the Intellectual Property Rights (defined below) in the NFT Content (which are licensed pursuant to the section herein titled “NFT Content License”). (b) You represent and warrant that you will not transfer an NFT in any Secondary Transaction (as defined below) to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). 4. NFT Content License (a) License Grant. If you acquire an NFT, Outside hereby grants to you, for so long as you hold the NFT (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the NFT Content linked with the acquired NFT solely for the following purposes: (i) for your own personal, non-commercial use; (ii) to sell or otherwise transfer the associated NFT consistent with the ownership of it (e.g., posting the NFT Content on a sales listing on an NFT marketplace); and (iii) as part of a third party offering compatible with the purchased NFT in the normal course of the permitted end-use of such offering. The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the NFT in the context of a Secondary Transaction. Holder may not make any other commercial use of the NFT Content. Without limiting the generality of the foregoing statement, this means that the Holder may not create any products or derivative works, provide services or otherwise exploit any of the Intellectual Property Rights associated with the NFT or the NFT Content. (b) Rewards and Benefits. The owner of the NFT may receive special rewards, experiences or opportunities (“Benefits”) offered by Outside or a Partner from time to time after any individual NFTs are first made available for sale on the Platform. We do not make any representation or guarantee that you will receive any particular Benefit as a result of owning any individual NFT. Unless otherwise specifically stated, Partners are responsible for the awarding and administration of the specific Benefits that Partners offer in connection with an NFT, including, but not limited to (i) acquiring any services or materials needed in connection with the Benefits offered to Holders; and (ii) the costs and compliance for administering the Benefits. The terms and conditions applicable to any Benefit will be set forth in the information or materials provided with the Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Outside or its Partners as a Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, NFT Content. Outside reserves the right to restrict, limit or deny any Benefit to any Holder, including to limit the quantity or period of time that the Benefit is available, for any reason and at any time. Benefits are not intended to be an endorsement of any product, project, experience, brand, etc., and Outside makes no recommendation, nor do we provide any investment advice in connection with any Benefit or otherwise as a result of holding or owning any individual NFT. Any physical item provided as a Benefit is not part of the NFT Content and, except as otherwise provided in any separate terms and conditions applicable to the Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item. Unless otherwise agreed pursuant to a binding agreement between you and the provider of the Benefit, any Benefit may be suspended or terminated at any time for any or no reason, including, without limitation, upon transfer by you of the applicable NFT. 5. Reservation of Rights; Restrictions All rights in and to the NFT Content not expressly provided for in this Agreement are hereby reserved by Outside. The NFT Content is licensed to Holders, not sold. Outside and/or its Partners own and will retain all title, interest, ownership rights and Intellectual Property Rights in and to the NFT Content. As between Outside and you, Outside and its “Licensors” (those creators or third parties who license NFT Content to Outside for incorporation into the applicable NFT) own and will retain all title, interest, ownership rights and intellectual property rights (including but not limited to copyright rights, trademarks, trade dress, patent, or moral rights) (collectively, “Intellectual Property Rights”) in and to the NFT Content. Without limitation, Holder shall not, nor permit any third party to do or attempt to do any of the following, in each case without express prior written consent from Outside: (i) modify the NFT Content; (ii) use the NFT Content to advertise, market, or sell any product or service, or otherwise commercially exploit; (iii) attempt to register any trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the NFT Content; (iv) use the NFT Content in any other form of media, except solely for your own personal, non-commercial use for so long as you hold the NFT; or (v) use the NFT Content for Holder’s or any third party’s commercial benefit. 6. Fees and Payment; Tax Obligations (a) Sales of each NFT are dictated via smart contract automated code (“Smart Contract”) on the Solana blockchain, subject to these Terms. If you elect to purchase an NFT on the applicable Platform, any financial transactions you engage in will be conducted solely through the Solana network. Outside has no insight into or control over these payments or transactions, nor do we have the capability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that arise as a result of any transactions that you engage or any other transactions that you conduct via the Solana network. Outside does not provide refunds for any purchases that you make on or through any Platform for any NFT. (b) The gross sale price for any applicable NFT is split according to the information on the “Details” (or other page based on the applicable Platform) for the NFT. Payments will be allocated via Smart Contract to the cryptocurrency wallets of the applicable recipients. Holder acknowledges and agrees that all subsequent transactions of the NFTs will be effected on the blockchain network governing the NFT, and Holder will be required to make or receive payments exclusively through its cryptocurrency wallet. (c) Solana requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Solana network. The Gas Fee funds the network of computers that run the decentralized Solana network. That means you will need to pay a Gas Fee for each transaction. You acknowledge and agree that the amounts payable under this Section do not include, and are not intended to cover any additional fees, including Gas Fees imposed or required by the transferring Platform through which you transfer your NFT. (d) Holder is solely responsible for determining what, if any, taxes apply to Holder’s purchase, sale, or transfer of the NFTs purchased on the Platform. Outside is not responsible for determining or paying the taxes that apply to such transactions. 7. Warranty and Disclaimers (a) Regardless of the price paid for the NFT, Holder hereby agrees and acknowledges that by purchasing or participating in the distribution of the NFT, Holder is (i) not doing so with the intent or expectation of profits from any appreciation in value or otherwise from the NFT, and (ii) receiving the NFT with the sole intention of personal consumption and enjoyment. Neither Outside nor its Partners or Licensors make any promise that the NFT or any Benefits have or will have a specific or any inherent value. Additionally, you represent and warrant that you: (a) are at least the age of majority in your place of residence (which is typically 18 years of age in most U.S. states) and have the legal capacity to enter into this agreement, (b) will use and interact with the NFT and NFT Content only for lawful purposes and in accordance with this agreement, and (c) will not use the NFT or NFT Content to violate any law, regulation or ordinance or any right of Outside, its Licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that you will comply with all applicable laws. (b) THE NFTs ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, OUTSIDE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. OUTSIDE MAKES NO WARRANTY THAT THE NFTs WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OUTSIDE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE NFTs. OUTSIDE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE NFTs, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SOFTWARE ERRORS, SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO THE NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE NFTs. THE NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH OUTSIDE DOES NOT CONTROL. OUTSIDE DOES NOT GUARANTEE THAT OUTSIDE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, OUTSIDE MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE PLATFORM OR ANY PURPORTED SECONDARY TRANSACTIONS. OUTSIDE IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTs. OUTSIDE IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTs, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Termination of License to NFT Content. Your license to the NFT Content shall automatically and immediately terminate without notice, and all rights shall revert to Outside if at any time you: (i) breach any portion of this Agreement; (ii) engage in any unlawful activity related to the NFT (including transferring the NFT to a Prohibited Transferee); or (iii) initiate any legal actions, except an arbitration as specifically provided herein, against Outside or their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Outside Parties”). Upon any termination, discontinuation or cancellation of your license to the NFT Content, Outside may disable your access to the NFT Content and you must delete, remove, or otherwise destroy any back up or single digital or physical copy of the NFT Content. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: the Section titled “Ownership” and Sections titled “Reservations of Rights” through “Assumption of Risk”. 8. Assumption of Risk Holder accepts and acknowledges all risks associated with the following: (a) Any Benefits of any kind or in any form that you may receive or be granted as a holder of an NFT, or any lack thereof of such Benefits. (b) NFTs are a digital asset recorded and transferable on the Solana blockchain. Any transfers of NFTs occur through automated processes on the Solana blockchain, which is not controlled in any capacity by Outside. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the NFTs shall be deemed to be made when recorded on the Solana blockchain ledger, which is not necessarily the date or time that Holder initiated the transaction. (c) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your cryptographic wallet. Outside will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting NFT transactions, however caused, including any Gas Fees paid or payable in connection therewith. (d) Outside does not store your password, passkey, private key or other credentials needed to access the NFT following sale and will not be able to recover such items if you should lose them. Holder should keep a copy of your password, private key or passkey in a secure location. Transactions involving the NFT may rely on third-party Platforms to perform transactions which are outside of Outside’s control.