UNBREAKABLE PASS TERMS AND CONDITIONS
These terms and conditions constitute a legally binding agreement (the “Terms and Conditions”) between
you (also referred to herein as “You”, “Your” or “Passholder”) and Spartan Race, Inc., and its parents,
subsidiaries, affiliates and/or licensed entities, including but not limited to, Spartan Race UK Operations
Limited; Spartan Race (Canada), LLC; OCR US Holdings, LLC; OCR Canada Holdings LTD.; and
Spartan Trail Holdings, LLC ( “we” or “us”, “Spartan”), governing your purchase of the Unbreakable Pass.
BY PURCHASING ACQUIRING, USING AND/OR PARTICIPATING IN THE PROGRAM OR BENEFITS
OF, AN UNBREAKABLE PASS, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS
AND ALL OF THE TERMS INCORPORATED HEREIN.
1) Unbreakable Pass: The Unbreakable Pass (“Unbreakable Pass”) is an event pass and digital non-
fungible token (“NFT”) that grants the holder of the Unbreakable Pass (“Passholder”) access to over
450 Spartan owned, operated and licensed events worldwide in 45+ countries (“Events”) without the
need to pay the standard Event Registration Fee applicable to each Event your register for, as well as
access to and the ability to enjoy many other benefits and perks. The Unbreakable Pass is valid for
an initial three (3) year period (January 1, 2023, through December 31, 2025, the “Pass Term”),
however, Unbreakable Pass Passholders will have opportunity, subject to satisfying certain criteria as
described below, to extend the life of the Unbreakable Pass.
a) Additional Information: For detailed information about what is included with purchase of the
Unbreakable Pass, please visit the Unbreakable Pass webpage. For other applicable information
about Unbreakable Pass, please visit our FAQs. The Unbreakable Pass and Unbreakable
Passholders use thereof, are subject to Spartan’s Privacy Policy.
b) Updates, Changes, Eligibility: We may change these Terms and Conditions at any time without notice
or liability by posting revised Terms and Conditions. Any change shall take effect immediately upon
posting, unless otherwise provided. You should review these Terms and Conditions before
purchasing, acquiring, or otherwise using, participating in or enjoying the benefits of, the Unbreakable
Pass. Your continued ownership and/or use of Unbreakable Pass after any changes made to these
Terms and Conditions will constitute your acceptance of and agreement to such changes. You affirm
that you are of legal age to enter into these Terms and Conditions, and you accept and are bound by
these Terms and Conditions. THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION
PROVISION (SEE BELOW). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY,
SINCE IT AFFECTS YOUR RIGHTS. BY PURCHASING, ACQUIRING, OR OTHERWISE USING,
PARTICIPATING IN OR ENJOYING THE BENEFITS OF, THE UNBREAKABLE PASS, YOU
UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION. Do not
purchase, acquire, or otherwise use, participate in or enjoy the benefits of, the Unbreakable Pass if
you: (i) do not agree to these Terms and Conditions; or (ii) are not of the age of majority in your
jurisdiction of residence.
2) Methods of Purchase; Storage:
a) Purchase Directly from Spartan: To purchase an Unbreakable Pass, go to the applicable page at
Spartan.com. Spartan offers three ways to purchase an Unbreakable Pass: 1) paying with Ethereum
and acquiring the Unbreakable Pass NFT via your existing block-chain based digital wallet
(“Passholder Wallet”); 2) paying with a credit card and acquiring the Unbreakable Pass NFT via your
existing Passholder Wallet; or 3) paying with a credit card and authorizing Spartan to hold the
Unbreakable Pass NFT in a block-chain based digital wallet held by Spartan on your behalf
(“Custodial Wallet”) (subject to applicable Custodial Wallet terms and conditions below). Prior to any
Unbreakable Pass purchase directly from Spartan, you will be required to setup a Spartan User
Account (User Account terms and conditions can be found in Spartan’s Terms of Use).
b) Purchase from other Passholders: In addition to purchasing an Unbreakable Pass directly from
Spartan, you may purchase a pre-owned Unbreakable Pass (“Pre-Owned Pass”) from another
Passholder via a secondary NFT market, such as Opensea.io (“Third-Party NFT Markets”) (See
additional Pre-Owned Pass terms and conditions below).
3) Pre-Owned Pass Sales and Purchases:
a) Following purchase of an Unbreakable Pass, Passholders have the right and opportunity to resell
(“Pass-Sellers”) their Unbreakable Pass to third-party buyers (“Pass-Buyers”) including via certain
Third-Party NFT Markets. Neither we nor any of our partners guarantee that Passholders will be able
to resell their Unbreakable Passes, and make no representation or guarantee that Passholders will be
able to earn any specific value from the resale of Unbreakable Passes.
b) Transactions of Pre-Owned Passes via Third-Party NFT Markets will be subject to gas or similar
transaction and/or processing fees, and Pass-Sellers and Pass-Buyers shall be solely responsible for
such fees as assessed and charged through such Third-Party NFT Markets. Pass-Sellers and Pass-
Buyers further acknowledge and agree that as part of Spartan’s commission for allowing you to mint,
trade and/or sell the Pre-Owned Passes via the Third-Party NFT Markets, Spartan collects a portion
of all transaction sale price from resale of the Pre-Owned Passes by Pass-Sellers, in a percentage
amount of ten percent (10%) of the total transaction revenue (“Resale Fee”). The Resale Fee shall be
collected and remitted to Spartan automatically at the time of the sale of Pre-Owned Passes via a
smart contract embedded in the Unbreakable Pass NFT. Pass-Sellers and Pass-Buyers will further
be solely responsible for any Taxes that may be assessed in any relevant jurisdiction, in connection
with the sale of Pre-Owned Passes.
c) The sale and purchase of a Pre-Owned Pass does not affect, change, reduce, or limit the utility or
validity of Pre-Owned Passes (i.e., ability to use for global Event Registrations, and eligibility for other
Unbreakable Pass benefits and perks), and accordingly the Pass-Buyer will be able to use, and be
eligible for the same benefits as the Pass-Seller as of the date of the resale transactions.
Notwithstanding, it shall be the Pass-Buyers sole responsibility and obligation to verify the
authenticity, legitimacy, identity of any Pass-Seller and any Pre-Owned Pass purchased or
transferred, including but not limited to, via a Third-Party NFT Market. Pass-Buyers are further solely
responsible for confirming the current Pass Term status of the Pre-Owned Pass (i.e., whether or not
the Pass Term extension requirements have been satisfied as of the date of the resale transaction).
We do not assume any obligations or responsibility for your due diligence, and we have no obligation
to conduct any diligence or inspection or take any other action with respect to obtaining or verifying
any information related to any NFT or Seller. We make no guarantees, endorsements or promises
about the identity, legitimacy, or authenticity of any User-Owned NFT on the NFT Platform or any
Seller, or about the continued availability, originality, non-infringement or any other aspect of the NFT
Media associated with a User-Owned NFT.
d) Any purchase or sale you make of a Pre-Owned Pass will be entirely at your risk. We do not control
purchases or sales of Pre-Owned Pass outside of the original sale directly from Spartan. If you sell,
gift, trade, or transfer an Unbreakable Pass, whether via a Third-Party NFT Market or otherwise, you
agree that you will not have any claims against us for any breach of these Terms and Conditions by
the Pass-Buyer or any other purchaser if the Unbreakable Pass is not sold /acquired on a Third-Party
NFT Market. With respect to Pre-Owned Passes, we are not a not party to any sales agreements
between Pass-Buyers and Pass-Sellers on a Third-Party NFT Market, and we are not responsible for
any breach or default by a Pass-Seller or a Pass-Buyer. If you have a dispute with any third parties,
you release Spartan and our partners (and each of our and their direct and indirect parents, affiliates
and subsidiaries, and our and their respective officers, directors, employees and agents) from claims,
demands and damages (actual and consequential) of every kind and nature, known and unknown,
arising out of or in any way connected with such disputes.
e) Third-Party Platforms: The sale and purchase of a Pre-Owned Pass on Third-Party NFT Markets will
be subject to the terms and conditions of those Third-Party NFT Markets. You acknowledge and
agree that Spartan has no control over, and have no affiliation with any Third-Party NFT Market, nor
do we endorse any advertising, products or other materials on or made available from or through any
Third-Party NFT Market. You acknowledge and agree that we are not liable for, and you are solely
liable and responsible for, any loss or damage which may be incurred as a result of a sale or
purchase of a Pre-Owned Pass.
4) Unbreakable Pass Payment; Fees:
a) Unbreakable Passes are offered for a fee (“UP Purchase Price”), which may vary depending on the
“Method of Purchase”, as set forth above under Section 1(d). When purchasing the Unbreakable
Pass directly from Spartan, you shall be charged in the amount as advertised at the time of purchase.
Spartan will accept payment in the form of Ethereum, or by credit card (Visa, Mastercard, and
American Express). You may purchase the Unbreakable Pass by (1) paying the full UP Purchase
Price upfront at the time of purchase; or (2) choosing to pay by installment payments (“Payment
Plan”), subject to Payment Plan Option terms below.
b) Payment Plan Option: You will have the option to purchase an Unbreakable Pass by making six (6)
equal consecutive monthly payments (“Monthly Payments”) in accordance with the terms and
conditions below:
i) The Payment Plan option will only be available in connection with: (1) Unbreakable Pass purchases
made directly from Spartan (for the avoidance of doubt, Pre-Owned Pass purchases are expressly
excluded); and (ii) purchases of the Unbreakable Pass paid by credit card (purchases with Ethereum
are not supported).
ii) Monthly Payments shall be calculated by dividing the UP Purchase Price by six equal payments (e.g.,
if the UP Purchase Price is $3,000 USD, each Monthly Payment shall be $500 USD).
iii) The first Monthly Payment shall be due at the time of purchase. All subsequent Monthly Payments
will become due in each consecutive month thereafter until the full UP Purchase Price is paid.
Spartan will send Passholder’s monthly invoices to the email address associated with the
Passholder’s Spartan User Account, with each Monthly Payment due from the Passholder ten (10)
days following the date of the invoice. It is the Passholder’s sole responsibility to ensure that all
Monthly Payments are timely paid, notwithstanding Passholder’s receipt/non-receipt of the monthly
invoice.
iv) Cancellation for Non-Payment: After twenty (20) days of non-payment of any Monthly Payment,
Spartan will automatically cancel the Passholder’s Unbreakable Pass purchase (“Cancellation”). If,
prior to the date of Cancellation, a Passholder has not used the Unbreakable Pass to register for, and
participate in, an Event (in accordance with Section 6 below), Spartan will refund to Passholder the
amount of previously paid Monthly Payments made by Passholder as of the date of Cancellation, less
a Cancellation processing fee equal to twenty percent (20%) of such amount of previously paid
Monthly Payments (e.g., Upon Cancellation, if Passholder has made two Monthly Payments totaling
$1,000, Passholder will receive a refund of $800 ($1,000 less a $200 Cancellation processing fee)).
Alternatively, if, prior to the date of Cancellation, a Passholder has registered for, and participated in,
an Event (in accordance with Section 6 below), such Passholder WILL NOT RECEIVE A REFUND,
CREDIT OR ANY OTHER VALUE towards any amount of the UP Purchase Price (including any
previously paid Monthly Payments made prior to the date of Cancellation).
v) The Passholder will not be permitted to sell and/or transfer the Unbreakable Pass to any third-party
(including Pass-Buyers”) until all six (6) Monthly Payments have been received by Spartan.
c) Additional Fees and Taxes: Spartan may charge the additional fees related to your purchase of an
Unbreakable Pass (collectively, the “Unbreakable Pass Fees”). The requisite fees shall be charged in
the amount as advertised at the time of purchase. Spartan may change such Unbreakable Pass Fees
at any time without notice. You will be responsible for any Resale Fees, as applicable, as described in
Section 3(B) above.
You will be solely responsible to pay any and all sales, use, value-added, income and/or any other
taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or
imposed by any governmental authority (collectively, the “Taxes”) associated with the Unbreakable
Pass.
d) Third-Party Payment Processors: You agree to pay us, through our payment processors or financing
partners (as applicable), all charges at the prices then in effect for any purchase in accordance with
the applicable payment terms presented to you at the time of purchase. All purchases of the
Unbreakable Pass made with credit card will be processed by Ticketsocket, Inc., who will act as the
agent to Spartan in connection such purchases. You agree to make payment using the payment
method you provide when you set up your account. We reserve the right to correct, or to instruct our
payment processors or financing partners to correct, any errors or mistakes, even if payment has
already been requested or received. We are not responsible for any third-party products and services
and provide them only as a convenience and do not review, approve, monitor, endorse, warrant, or
make any representations with respect to third party products and services.
e) No Refund Policy: EXCEPT AS EXPRESSLY SET FORTH UNDER THE PAYMENT PLAN OPTION
ABOVE, SPARTAN DOES NOT OFFER REFUNDS FOR UNBREAKABLE PASS PURCHASES FOR
ANY CIRCUMSTANCES, AND UNBREAKABLE PASSES CANNOT BE EXCHANGED FOR ANY
CREDIT OR VOUCHER. You agree that you will not attempt to evade, avoid, or circumvent any
refund/credit prohibitions in any manner with regard to an Unbreakable Pass that you purchased.
Without limiting the generality of the foregoing, you will not contact Spartan to seek a refund/credit. If
you pay by credit card, you will not dispute or otherwise seek a "chargeback" from the company
whose credit card you used to purchase Unbreakable Pass. Should you do so, your Unbreakable
Pass may be canceled and Spartan may, in our sole discretion, refuse to honor pending and future
transactions or purchases made from all credit card accounts or online accounts on which such
chargebacks have been made, and may prohibit all persons in whose name the credit card accounts
exist and any person who accesses any associated online account or credit card or who otherwise
breaches this provision from using the Site.
5) Unbreakable Pass Storage: After the purchase of Unbreakable Pass, Passholders may store the
Unbreakable Pass in a digital wallet that controlled by the Passholder, or Passholders may authorize
Spartan to store and maintain access to the Unbreakable Pass in a Custodial Wallet
a) Passholders that elect to store the Unbreakable Pass NFT in an external Passholder Wallet (including
without limitation a Passholder Wallet held on the Metamask.io platform) agree that Spartan will have
no responsibility or liability for your use of such external wallets or accounts, or for any problems that
arise in transferring Unbreakable Pass NFTs to the Passholder Wallet. Spartan does not make any
promises or guarantees related to any Passholder Wallet on a third-party platform (including without
limitation on Metamask.io) or in connection with such third-party’s 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 third parties.
b) Passholders that elect to store the Unbreakable Pass NFT in a Custodial Wallet, shall be subject to
the following terms. In such circumstances, Spartan (or its designee) holds the Unbreakable Pass in a
Custodial Wallet separate and distinct for each applicable Passholder, and in which Spartan acts as
holder and provider for the Unbreakable Pass, and thereby permit a Passholder the limited ability to
enjoy the utility, benefits and perks of the Unbreakable Pass, but without the ability to conduct certain
transactions in connection with the Unbreakable Pass NFT or use the Custodial Wallet independently
of storing the Unbreakable Pass NFT, including but not limited to, the ability to resell the Unbreakable
Pass; and use the Custodial Wallet to deposit or withdrawal other blockchain based digital assets
(e.g., cryptocurrency, NFTs, etc.). Notwithstanding the foregoing, at any time following the purchase
of the Unbreakable Pass and simultaneous authorization of Spartan to store the Unbreakable Pass in
a Custodial Wallet, the Passholder shall be permitted to request Spartan to transfer the Unbreakable
Pass from the Custodial Wallet to a Passholder Wallet. A tutorial detailing on how to request a
transfer of the Unbreakable Pass to a Passholder Wallet can be found at Spartan.com and/or in the
FAQs. Passholder acknowledges and accepts that any request to transfer an Unbreakable Pass from
a Custodial Wallet to a Passholder Wallet will be subject to Passholder’s obligation to pay additional
gas or similar transaction and/or processing fees. Spartan will have no responsibility or liability for any
problems that arise in transferring Unbreakable Pass NFTs to the Passholder Wallet.
6) Unbreakable Pass Event Registration:
a) After acquiring an Unbreakable Pass, Passholders will be able to register for participation in any
Event occurring during the Pass Term, that is open for registration and listed at Unbreakable Pass
Event page (“Event Page”) found at Spartan.com (certain restrictions apply as set forth herein).
Please refer to the Event Page and FAQs for instructions on how to register for Events using the
Unbreakable Pass.
b) Event Registration Restrictions:
i) The Events available for registration using the Unbreakable Pass (including without limitation, the
country locations, and scheduled dates of Events) are subject to change from time-to-time in
Spartan’s sole discretion.
ii) Registration for Events is subject to availability. The purchase of the Unbreakable Pass does not
automatically register a Passholder for any particular Event, nor does it guarantee entry to any Event,
or specific Event-heat (e.g., age-group, elite, specific time). Event registration will be on a first-come
first-serve basis.
iii) Spartan may limit the number of available registration spots for certain Events.
iv) The ability to register for certain Events or Event-heats may require pre-qualification, and as required,
such pre-qualification remains a condition of being able to participate in the Event (e.g., participation
in a regional or world championship Event). Passholders are responsible for understanding and
satisfying any pre-qualifications may apply.
v) Only Passholders will have the ability to sign-up for Events via the Unbreakable Pass Events Page.
Passholders shall not be permitted to secure Events Registrations on behalf of any third-party
individual. Event Registrations secured using the Unbreakable Pass are non-transferable in all
circumstances.
vi) A Passholder is required to be the Passholder of the Unbreakable Pass on the date of each Event
that an Passholder is registered (“Participation Date”). If a Passholder sells/transfers the Unbreakable
Pass to a third-party Pass-Buyer prior to any Participation Date, all Event Registrations of the Pass-
Seller for Events that will occur after the sale to the Pass Buyer, will be cancelled (subject to any
refund or similar policy in the jurisdiction of the relevant cancelled Event Registration), and such
original Passholder will not be permitted to participate in the relevant Events. Event registrations will
not transfer to the third-party purchaser.
vii) Passholders registering for Events using the Unbreakable Pass must register for Events a minimum
of fourteen (14) days prior to the date of the Participation Date.
viii) Use of the Unbreakable Pass for Event Registration shall only apply to the cost of the registration fee
charged to participate in the Event (“Event Registration Fee”), and shall not apply to any other fees or
costs typically charged at the time of registration (e.g., including administrative and management
costs, insurance costs), nor shall it apply to fees and costs otherwise incurred by an individual in
connection with their attendance of the Event (e.g., travel and accommodation expenses, etc.).
c) Event Specific Terms and Conditions:
i) The minting and original sale of Unbreakable Passes is done by Spartan Race, Inc., however the list
of Events available for registration by Unbreakable Pass Passholders include every applicable Event
globally. Many Events are not operated by Spartan Race, Inc. directly, but are operated by third-party
entities (affiliates, subsidiaries, licensed partners, etc.) (“Third-Party Operators”). When registering for
Spartan operated Events, Spartan’s Terms of Purchase, and other express terms and conditions shall
apply. When registering for Events held by Third-Party Operators, you are contracting with third
parties to participate in such Events, and thus additional terms and conditions shall apply in
connection with a Passholder’s registration for, and participation in such Third-Party Operator Events
(i.e., the same terms and conditions apply as if an individual registers for and/or participates in an
Event without the use of the Unbreakable Pass). Such additional terms and conditions may include
(without limitation):
(1) Local laws and regulations.
(2) Third-party operator Terms of Purchase/Terms of Service.
(3) Requirement to sign and agree to the Event-specific waiver and/or release.
(4) The additional payment of local taxes/administrative or processing fees/add-on purchases/etc.
The amount of the additional payments may vary depending upon geographic market, availability,
race heat type (e.g., Elite, Open, Age Group or other), venue requirements and/or regulations.
(5) Only the Event Registration Fee will be covered when purchasing an Event Registration using the
Unbreakable Pass (the Unbreakable Pass shall not cover (without limitation) those additional
fees/costs/expenses referenced above under subsection (4), as well as not cover any and all
travel and accommodation costs and expenses in attending any Event).
(6) Third-Party Operator and/or jurisdictional Refund and Event-transfer policies, laws, or regulations.
YOU: (1) HEREBY WAIVE, RELEASE, COVENANT NOT TO SUE AND FOREVER DISCHARGE,
AND AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS, SPARTAN RACE, INC.
(INCLUDING ITS PARENTS, SUBSIDIARY AND AFFILIATE ENTITIES) FROM ALL CLAIMS AND
LOSSES; AND (2) AGREE THAT SPARTAN RACE, INC. INCLUDING ITS PARENTS, SUBSIDIARY
AND AFFILIATE ENTITIES) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF SPARTAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR EVENT
REGISTRATION, YOUR ATTENDANCE OF, AND PARTICIPATION IN ANY EVENT HELD AND
OPERATED BY A THIRD-PARTY OPERATOR.
7) Unbreakable Pass Term Extension; Super Rare Passes:
a) Subject to a Passholder’s compliance to these Terms and Conditions, a Passholder will have the
opportunity to extend the initial 3-year Pass Term for two additional and separate 3-year periods (i.e.,
such extensions to be January 1, 2026, through December 31, 2028, and January 1, 2029, through
December 31, 2031). In no event shall the Pass Term extend beyond a 9-year period, in that all
Unbreakable Passes will expire December 31, 2031. Passholder’s can secure Unbreakable Pass
extensions by satisfying and completing certain requirements as described below (“Extension
Requirements”).
i) In order to complete the Extension Requirements and secure each additional 3-year period extension
of the Unbreakable Pass, a Passholder will be required to attend all three “Be Unbreakable” annual
events during each of the first two 3-year periods of the Pass Term (i.e., attend the 2023, 2024, and
2025 Be Unbreakable events to secure an extension of the Unbreakable Pass through December 31,
2028; and attend the 2026, 2027, and 2028 Be Unbreakable events to secure an extension of the
Unbreakable Pass through December 31, 2031). Be Unbreakable events dates and locations are to-
be-determined; Spartan will communicate all relevant details to the Be Unbreakable events to
Passholders in advance of each such event, and will post such details at Spartan.com. Actual
attendance of the Be Unbreakable events are at no additional cost to Passholders, excluding each
Passholder’s travel/transportation, accommodation, and other related costs and expenses (“Travel
Costs”). Spartan will not cover, or provide any reimbursement whatsoever, of Passholder Travel
Costs; Passholders are solely responsible for covering their own Travel Costs.
ii) Spartan, in its sole discretion, reserves the right (without obligation), to offer additional opportunities
to Passholders (in addition to Be Unbreakable event attendance requirements above) to satisfy and
complete the Extension Requirements and thereby to secure each 3-year extension of the
Unbreakable Pass.
iii) As the Extension Requirements in connection with a single Unbreakable Pass are satisfied and
completed (including at each phase, e.g., each attendance of an Be Unbreakable Event) the smart
contract associated Unbreakable Pass NFT will document and archive each such completed
requirement, such documentation is stored indefinitely and visible for verification purposes. The
Extension Requirements will remain tied to each single Unbreakable Pass NFT even if the pass is
sold or transferred to a new Passholder. For the avoidance of doubt, the completion of the Extension
Requirements (and the rights derived therefrom) are associated with and tied to the Unbreakable
Pass NFT, and not the individual Passholder who completes the Extension Requirements.
b) Super Rare Unbreakable Passes: Notwithstanding anything to contrary herein, included among the
fifteen thousand (15,000) Unbreakable Pass NFTs made available for purchase, Spartan will issue up
to three hundred (300) special/rare Unbreakable Pass NFTs to certain Passholders (“Super Rare
Passes”) that will be valid for an automatic 9-year Pass Term, with no requirement or obligation of the
Passholder to satisfy the Unbreakable Pass extension requirements described above (i.e., no
requirement to attend Be Unbreakable events). Super Rare Passes shall further provide exclusive
benefits and perks to its Passholders that will not be applicable to standard Unbreakable Pass
Passholders. Super Rare Passes will be randomly generated and issued to up to 300 randomly
selected Passholders upon purchase. The number of Super Rare Passes depends on the total
number of Unbreakable Passes purchased.
8) Compliance with Terms; Forfeiture:
a) The Unbreakable Pass is subject to, and the Unbreakable Pass Passholder must strictly adhere to
and comply with all applicable terms and conditions, rules, regulations as promulgated by Spartan
(and its parents, subsidiaries, affiliates) from time to time, including without limitation, as set forth in
these Terms and Conditions, Spartan’s Terms of Purchase, and Spartan’s Website Terms of Use
(“Relevant Terms”). At any time, if Spartan determines in its sole discretion that you have violated,
breached and/or failed to comply with the Relevant Terms or committed a Prohibited Act (defined
below), Spartan reserves the right to cancel, suspend or revoke any Unbreakable Pass, or deny
ability to register for Events to any Unbreakable Passholder, or disqualify any race result the
Unbreakable Passholder has accrued, without any liability to Spartan, and WITHOUT ANY RIGHT BY
YOU TO RECEIVE ANY REFUND OR CREDIT (in whole or part) (collectively, “Pass Forfeiture”). In
addition to violations of all applicable terms and conditions referenced above, the following acts and
omissions (without limitation) (“Prohibited Acts") may result in Pass Forfeiture, as determined in
Spartan’s sole discretion:
i) use the Unbreakable Pass NFT to carry out any illegal or unauthorized purpose, including without
limitation money laundering, terrorist financing, or engaging in, encouraging or promoting any activity
that violates these Terms and Conditions;
ii) engage in or conspiring to engage in any deceptive or manipulative activities related to the
Unbreakable Pass NFT and/or in connection with Unbreakable Pass Event Registration and/or the
use and enjoyment of other Unbreakable Pass NFT benefits and perk. The aforementioned conduct
or activities shall include, without limitation, a continuous and/or improper sharing, selling, or
transferring possession of the Unbreakable Pass to and/or between other individuals in a manner that
would allow multiple individuals to share in the use and enjoyment of the benefits and perks of a
single Unbreakable Pass, including but limited to the right to secure an Event Registration(s);
9) Conflict of Terms: To the extent that there is a conflict between these Unbreakable Pass Terms and
Conditions, and any other applicable terms and conditions (e.g., Spartan’s Terms of Purchase,
Spartan Terms of Use, etc.), these Unbreakable Pass Terms and Conditions shall apply.
10) Disclaimer; Assumption Of Risk: The Unbreakable Pass NFTs ARE MADE AVAILABLE SOLELY
FOR ENTERTAINMENT PURPOSES AND IS INTENDED FOR CONSUMER ENJOYMENT, USE
AND CONSUMPTION ONLY. THE UNBREAKABLE PASS NFTS ARE NOT MADE AVAILABLE FOR
INVESTMENT PURPOSE AND SHOULD NOT BE CONSIDERED SECURITIES OR OTHER
FINANCIAL INSTRUMENTS. You agree that You assume the following risks: (i) To the extent there is
a price or market for a blockchain asset such as the Unbreakable Pass 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 a Passholder’s Unbreakable Pass NFT, and
there is no guarantee that Passholder’s Unbreakable Pass NFT will have or retain any value; (ii) the
commercial or market value on an Unbreakable Pass NFT that You purchase may materially diminish
in value as a result of a variety of factors; (iii) 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 Passholder Wallet or a Custodial Wallet, and Spartan will not be responsible for any of these,
however caused; (iv) 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 Unbreakable Pass NFTs; (v) Spartan does not make any promises or
guarantees related to third-party platforms or services (including without limitation,
Metamask.io, OpenSea.io, etc.), to the blockchain or any other third parties related to the
Unbreakable Pass NFT, 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; (vi) the risk of losing access to Unbreakable Pass NFT due to loss of private key(s), custodial
error or purchaser error; (vii) the risk of mining attacks; (viii) the risk of hacking, security weaknesses,
fraud, counterfeiting, cyber-attacks and other technological difficulties (ix) 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; (x) the risks related to
taxation; (xi) that Unbreakable Pass NFTs are not legal tender and are not back by any government;
and (xii) Spartan is not responsible for any transaction between you and a third party (e.g., Your
transfer of Unbreakable Pass NFT from a third party on a Third-Party NFT Market), and Spartan 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 Unbreakable Pass 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. THE UNBREAKABLE PASS NFT AND ANY SERVICES IN CONNECTION THEREWITH
ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Spartan cannot and does not
represent or warrant that any Unbreakable Pass NFT, or its supporting systems or technology, is
reliable, current or error-free, meets Your requirements, or that defects in the Unbreakable Pass NFT,
or its supporting systems or technology, will be corrected. Spartan cannot and does not represent or
warrant that the Unbreakable Pass NFT or the delivery mechanism for it are free of viruses or other
harmful components. You accept and acknowledge that Spartan will not be responsible for any
communication failures, disruptions, errors, distortions or delays You may experience related to the
Unbreakable Pass NFT.
11) INDEMNITY: YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SPARTAN FROM
ALL CLAIMS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE UNBREAKABLE PASS
NFT, OR ANY VIOLATION BY YOU OF ANY THESE TERMS AND CONDITIONS.
12) LIMITATION OF LIABILITY: SPARTAN SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF SPARTAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES). WITHOUT LIMITING THE FOREGOING, SPARTAN WILL NOT BE RESPONSIBLE
FOR (A) THE PURCHASE, SALE OR USE, OR THE INABILITY TO THE FOREGOING, THE
UNBREAKABLE PASS NFT AND/OR ANY OTHER SPARTAN PRODUCT OR SERVICE; (B) YOUR
PARTICIPATION IN ANY PROMOTION OR PROGRAM COORDINATED BY SPARTAN; (D)
PERSONAL INJURY; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (F) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE
SPARTAN WEBSITES OR OTHERWISE IN CONNECTION WITH THE UNBREAKABLE PASS NFT;
(G) ANY OTHER MATTER RELATING TO THE UNBREAKABLE PASS NFT. YOU AGREE THAT
SPARTAN’S MAXIMUM LIABILITY TO YOU, FOR ANY REASON OR CAUSE WHATSOEVER,
SHALL NOT EXCEED THE TOTAL AMOUNT OF MONIES RECEIVED BY SPARTAN FROM YOU.
NOTHING IN THESE TERMS AND CONDITIONS SHALL BE CONSTRUED AS LIMITING OR
EXCLUDING SPARTAN'S LIABILITY FOR: FRAUD OR FRAUDULENT MISREPRESENTATION OR
ANY OTHER MATTER FOR WHICH IT WOULD BE ILLEGAL OR UNLAWFUL TO EXCLUDE OR
ATTEMPT TO EXCLUDE LIABILITY. YOUR STATUTORY RIGHTS AS A CONSUMER ARE NOT
AFFECTED BY THESE TERMS AND CONDITIONS.
13) Arbitration: All controversies, disputes or claims arising out of or related to these Terms of Purchase,
to the extent not first resolved through negotiation and mediation, will be submitted to and for binding
arbitration in front of a single arbitrator of JAMS, conducted in accordance with JAMS’ then-current
General Arbitration Rules and Procedures (which shall include the applicability of JAMS’ Consumer
Arbitration Minimum Standards), at the JAMS’ offices in Boston, Massachusetts. All matters related to
arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§1 et seq.) and not by any state
arbitration law. The arbitrator will have the right to award or include in the award any relief which the
arbitrator deems proper in the circumstances, except that the arbitrator does not have the right to
award exemplary, punitive, penal or multiple (e.g., double or treble) damages. The award and
decision of the arbitrator will be conclusive and binding upon all parties hereto and judgment upon the
award may be entered solely in the United States District Court for the District of Massachusetts. If
Spartan is the prevailing party in any arbitration brought by you, you agree to reimburse Spartan for
any arbitration costs and fees incurred by Spartan (except if you are resident of the State of
California). The arbitrator will not have the authority or right to add to, delete, amend, or modify the
terms, conditions, or provisions of these Terms of Purchase. All findings, decisions and awards of the
arbitrator will be limited to the dispute(s) set forth in the written demand for arbitration (and any
submitted counterclaim), and the arbitrator will not have authority to decide any other issues unless
the parties to the arbitration mutually agree thereto. You, individually and on behalf of all of her/his
heirs, personal representatives, executors, successors and assigns, acknowledges and agrees that
any arbitration will be conducted only on any individual, not a class-wide, basis, and that an
arbitration proceeding initiated by You and/or her/his heirs, personal representatives, executors,
successors and assigns, may not be consolidated with any other arbitration proceeding. No findings,
conclusions, orders or awards emanating from any arbitration proceeding conducted hereunder may
be introduced, referred to, or used in any subsequent or other proceeding as a precedent, to
collaterally estop any party from advancing any claim or defense or from raising any like or similar
issues, or for any other purpose whatsoever. The principles of collateral estoppel shall not apply in
any arbitration proceeding conducted under this section. Further, You, individually and on behalf of all
of her/his heirs, personal representatives, executors, successors and assigns, acknowledges and
agrees that notwithstanding any provision of law which provides for a longer limitations period, neither
You nor your heirs, personal representatives, executors, successors and assigns will bring,
commence, or maintain an action or claim of any kind, in connection with liability or obligation in
connection with these Terms of Purchase, or otherwise, unless brought before the expiration of the
earlier of: (i) one (1) year after the date of discovery of the facts resulting in such alleged liability or
obligation, or if earlier, the date such facts should or could have been discovered with reasonable
diligence; or (ii) eighteen (18) months after the date of the first act or omission giving rise to such
alleged liability or obligation. Actions and claims brought or asserted after expiration of the applicable
limitations period shall be barred.
14) Governing Law: These Terms and Conditions, and any dispute with respect thereto, shall be
governed by and construed in accordance with the laws of the State of Delaware, United States
(regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts
of law).
15) Privacy Policy: You agree to be bound by these Terms and Conditions and acknowledge and agree
to the collection, use, and disclosure of your personal information in accordance with our Privacy
Policy, which is incorporated in these Terms and Conditions by reference.
16) Severability: If any term of these Terms and Conditions is to any extent illegal, otherwise invalid, or
incapable of being enforced, such term shall be excluded to the extent of such invalidity or
unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent
permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is
valid and enforceable and that comes closest to expressing the intention of such invalid or
unenforceable term.
17) Contact Us: For general inquiries, you may contact us at us@spartan.com.