NFT Auction Terms & Conditions
These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and DLP Consulting Inc. and Obey Giant Art, Inc. (“We” or “Us”), governing your bidding for and potential purchase of NFTs as part of the OBEY 4:22 Mike Dean X Shepard Fairey NFT Auction (the “Auction”). BY PARTICIPATING IN THIS AUCTION, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE INCLUDED AS PART OF ORIGIN PROTOCOL LABS https://www.originprotocol.com/en/nft-terms. If you do not agree to the terms of this Agreement, as well as the Origin Protocols Terms of Service, you may not participate in the Auction. By entering into this Agreement, and/or by you participating in the OBEY 4:22 Mike Dean X Shepard Fairey NFT Auction, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE AUCTION. The provisions below granting rights in Licensed NFTs only apply to you if you bid for and win a Licensed NFT.
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
“Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
“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.
“Merchandise” means any item that is included in the purchase of an NFT that is not Art, such as vinyl records, music files, etc. You agree that the value of such Merchandise in connection with the purchase of an NFT is the standard retail value of such item (e.g. $.99 for an mp3 file of a song).
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Mike Dean, DLP Consulting Inc., Shepard Fairey, and Obey Giant Art, Inc.
"NFT" means any blockchain-tracked, non-fungible token (but for the avoidance of doubt does not include any Merchandise – including vinyl records, music files or other items included in the purchase – which are not Art and which may be acquired when an NFT is purchased).
“Licensed NFT” means an NFT purchased through the Auction from DLP Consulting Inc. and Obey Giant Art, Inc.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
- Ownership.You acknowledge and agree that DLP Consulting Inc. and Obey Giant Art, Inc. (or, as applicable, their licensors) own all legal right, title and interest in and to the Art, the Merchandise, Name and Likeness, 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 Section 3 of this Agreement. DLP Consulting Inc. and Obey Giant Art, Inc. and their licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. 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.
(a) Your Licensed Rights. You acknowledge and agree that Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement (and the Origin Protocols Terms of Service), DLP Consulting Inc. and Obey Giant Art, Inc. grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b), royalty-free license to display the Art for your Licensed NFTs, solely for your own personal, non-commercial use.
(b) Permissible Transfers of Licensed NFT. You have the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all of the terms of this Agreement and all of the terms of the Origin Protocols Terms of Service; (ii) DLP Consulting, Inc. & Obey Giant Art, Inc. is paid ten percent (10%) of the gross amounts paid by such party relating to the Licensed NFT, including but not limited to any transfer price and any other related compensation (e.g., (1) if the transfer price is the Equivalent of $100,000 then MRM will be entitled to the Equivalent of $10,000 or (2) if the transfer price is Equivalent to $100,000 and an additional $50,000 is paid as related use fee then MRM would be entitled to $15,000) and such payment shall be paid on the same terms and at the same time as you are paid; (iii) You have not prior to the transfer breached this Agreement or the Origin Protocols Terms of Service; (iv) prior to the transfer your license to the Licensed NFT has not been terminated; and (v) the party purchasing the Licensed NFT provides DLP Consulting Inc. and Obey Giant Art, Inc. with a valid e-mail address. You acknowledge and agree that the foregoing amounts payable to DLP Consulting Inc. and Obey Giant Art, Inc. under Section 3(b)(ii) hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which You are transferring the Licensed NFT.
- Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from DLP Consulting Inc. and Obey Giant Art, Inc. in each case: (i) modify the Licensed NFT, Name and Likeness and/or Art for your Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Licensed NFT, Name and Likeness and/or Art for your Licensed NFTs to advertise, market, or sell any product or service; (iii) use the Licensed NFT, Name and Likeness and/or Art from your Licensed NFTs 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, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, 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; (iv) use the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs in movies, videos, or any other forms of media, except solely for Your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; or (vii) otherwise utilize the Art from your Licensed NFTs for Your or any third party’s commercial benefit.
To the extent that the Licensed NFT, Name and Likeness and/or Art associated with Your Licensed NFTs contains Third Party IP You understand and agree as follows: (i) that You will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, DLP Consulting Inc. and Obey Giant Art, Inc. may need to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that DLP Consulting Inc. and Obey Giant Art, Inc. informs You of such additional restrictions in writing (email is permissible), You will be responsible for complying with all such restrictions from the date that You receive the notice, and that failure to do so will be deemed a breach of this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
- Termination of the License.The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to DLP Consulting Inc., Mike Dean, Shepard Fairy, and Obey Giant Art, Inc. (as applicable) if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason except as specially provided in section 3 of this Agreement; (ii) You breach any of the Agreement and conditions and/or Origin Protocols terms of service, https://www.originprotocol.com/en/nft-terms; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions, except an arbitration as specifically provided herein, against any of DLP Consulting Inc. and Obey Giant Art, Inc. and/or its officers, directors, affiliates, agents, attorneys and employees.
- AUCTION PRIZE DESCRIPTIONS & CONDITIONS. Any prize not redeemed within ninety (90) days after the close of the Auction will be void and deemed forfeited.
- Mike Dean Collaboration Session. The winning bidder(s) of the Mike Dean Collaboration Session will be responsible for all traveling and lodging expenses associated with the Session. The session will consist of a maximum of eight (8) hours and a maximum of two (2) guests, including the winning bidder. The winning bidder(s) must get approval from Dean before posting any social media post relating to the Session. Dean shall no less than receive fifty (50) percent of publishing of any and all Art completed as a result of the Session. We retain all rights to void the agreement and remove persons from the Session at any time. The winning bidder(s) shall provide proof of the COVID-19 vaccine and wear a mask during all times throughout the Session.
- Mike Dean Smoke Session. The winning bidder(s) of the Mike Dean Smoke Session will be responsible for all traveling and lodging expenses associated with the Session. The session will consist of a maximum of one (1) hour and a maximum of two (2) guests, including the winning bidder. If the winning bidder(s) chooses not to smoke, the session will be automatically converted to a “hang and listen to music” session. The winning bidder(s) must get approval from Mike Dean before posting any social media post relating to the Session, and no content may be shot without Mike Dean’s prior approval. We retain all rights to void the agreement and remove persons from the Session at any time for any reason. The winning bidder(s) shall provide proof of the COVID-19 vaccine and wear a mask during all times throughout the Session. The winning bidder(s) will be required to sign a release form prior to the Session.
- Multi-Track Stems From Mike Dean’s 4;22 Album. The winning bidder(s) of the Stems may only use the Stems to release remixes of Mike Dean’s 422 tracks with prior approval from DLP Consulting Inc. Stems will be delivered no later than one (1) month after the close of the auction. The winning bidder(s) must get approval from DLP Consulting Inc. before posting any social media post relating to the Stems. The winners of the Stems may not share or publicly release the stems at any time.
- Shepard Fairey Physical Fine Art. The winning bidder(s) of the Shepard Fairey Physical Fine Art (“Fine Art”) must provide a valid physical address (no P.O. box) for shipment by sending an email to email@example.com the email account associated with the winning bid within thirty (30) days of the end of the Auction. A Certificate of Authentication will be included with the Fine Art. Obey Giant Art, Inc. will cover all expenses associated with shipping the Fine Art within the continental U.S., otherwise the winning bidder(s) will be responsible for all expenses associated with shipping the Fine Art outside the continental U.S. Signature will be required for delivery and Obey Giant Art, Inc. is not responsible for replacing the Fine Art if lost, stolen, mutilated or is otherwise rendered unusable due to any act or omission of the winning bidder(s) or other third party. The Fine Art is provided “as-is” and all intellectual property rights in the Fine Art shall remain with and belong to Obey Giant Art, Inc. The Fine Art may not be reproduced or used in any commercial or other way other than for personal, private enjoyment, as outlined in Section 3 of this agreement, without Obey Giant Art, Inc.’s prior written approval in each instance. If the winning bidder(s) does not provide a valid physical address for shipment within thirty (30) days of the end of the Auction, fails to comply with any instructions within that time period, or refuses to accept the Fine Art, Obey Giant Art, Inc. reserves the right to retain ownership of the Fine Art and offer for sale, donate, exhibit, use, or otherwise exploit the Fine Art at its sole discretion.
- Never-to-be-Released Music. All winning bidders will receive a unique piece of music from DLP Consulting Inc. (created by Mike Dean) that may not be shared or released to the public. DLP Consulting Inc., Mike Dean, and Obey Giant Art, Inc. are not liable for any unauthorized use or release of these musical tracks.
- Backstage Experience with Mike Dean. Each winning bidder of the Backstage Experience with Mike Dean will get backstage access for himself/herself and a guest at one (1) music show to be determined by DLP Consulting Inc. The winning bidder(s) will be responsible for all traveling and lodging expenses associated with the Backstage Experience. The winning bidder(s) must get approval from DLP Consulting Inc. before posting any content from the show, and no content may be captured without Mike Dean’s prior approval. The winning bidder(s) shall provide proof of the COVID-19 vaccine and wear a mask during all times during the show. DLP Consulting Inc. and Obey Giant Art, Inc. are not liable for any injury, losses, or other claims arising from the winning bidder’s participation in the show, and each participant will be required to sign a liability release and waiver prior to attending the show. The winner(s) and his/her guest(s) may be removed from the show for violating any of these terms, or for any obscene, dangerous, illegal or other behavior that presents and physical or legal risk(s).
- DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY. ALL NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIKE DEAN AND OBEY GIANT ART, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MIKE DEAN AND OBEY GIANT ART, INC. BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET AND/OR ORIGIN PROTOCOLS. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIKE DEAN AND OBEY GIANT ART, INC.’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO MIKE DEAN AND OBEY GIANT ART, INC. FOR THE APPLICABLE LICENSED NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- Assumption Of Risk.As noted above, the Licensed NFTs are made available solely for entertainment purposes. You agree that You assume the following risks: (A) 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 variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value; (B) the commercial or market value on a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity ; (C) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, 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 unauthorized access to information stored within your digital “wallet” or elsewhere, and Mike Dean and Obey Giant Art, Inc. will not be responsible for any of these, however caused; (D) Mike Dean and Obey Giant Art, Inc. does not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (F) Mike Dean and Obey Giant Art, Inc. does not make any promises or guarantees related to MetaMask Wallet, Origin Protocols, Blockchain or any other third parties related to this auction and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; and (M) DLP Consulting Inc. and Obey Giant Art, Inc. are not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and DLP Consulting Inc. and Obey Giant Art, Inc. shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. DLP Consulting Inc. and Obey Giant Art, Inc. cannot and do not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. DLP Consulting Inc. and Obey Giant Art, Inc. cannot and do not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that DLP Consulting Inc. and Obey Giant Art, Inc. will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Auction.
- Governing Law.This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, as they are applied to agreements entered into and to be performed entirely within Massachusetts and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
- Changes to this Agreement. DLP Consulting Inc. and Obey Giant Art, Inc. may make changes to this Agreement from time to time. When DLP Consulting Inc. and Obey Giant Art, Inc. make such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
(a) Participation in the OBEY 4:22 Mike Dean X Shepard Fairey NFT Auction is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use your User credentials, and You agree that You are the sole authorized user.
(b) By becoming a User, you represent and warrant that you are at least 18 years old.
- Indemnity:You will defend, indemnify, and hold Mike Dean and Obey Giant Art, Inc., including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Licensed NFT and/or Your participation in the Auction, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the auction, communications seeking DLP Consulting Inc.’s and/or Obey Giant Art, Inc.’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Auction or the Licensed NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
- 13. Translation: If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
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.