Terms and Conditions of the papa JOHNS NFT HOT BAG PROMOTION

  1. Information about us

    1. Papa Johns is a trading name of Papa John’s International, INC (we, us, our), which is a company incorporated under the laws of the State of Kentucky and with its principal office at 2002 Papa Johns Blvd, Louisville, KY 40299, USA.
    2. We have overall responsibility for Papa Johns NFT Hot Bag promotion, however we may also engage third parties to run the promotion on our behalf at our direction.
    3. For ease of contact we have also arranged for your local Papa Johns business in the country in which you are located to be your point of contact for this promotion. Please feel free to contact your local Papa Johns business about this promotion via its usual social media channels or via the contact details on its website.

  2. application of these terms and conditions

    1. Papa Johns is running a limited time promotion to launch our first collection of NFTs (non-fungible tokens).
    2. As part of our Papa Johns NFT Hot Bag promotion, we will be minting 19,840 non-fungible tokens (the Papa Johns NFT Hot Bags) each representing a unique digital collectible image, inspired by our pizza delivery hot bags (the Digital Collectible). Each Digital Collectible is itself a reproduction of artwork which we own and will continue to own (see below).
    3. We will make the Papa Johns NFT Hot Bags available on www.nfthotbag-papajohns.com/, which will be accessible via a QR code on qualifying pizza purchases or via social media posts, featuring this URL www.nfthotbag-papajohns.com/, by your local Papa Johns business.
    4. The Papa Johns Hot Bag NFTs will be made available in three tranches (each a Drop) across three separate Drop dates, being 1 March, 7 March and 15 March 2022. We reserve the right to alter the Drop dates and will update the Site where this is the case.
    5. These terms and conditions apply to your receipt, display and any onwards transfer of a Papa Johns NFT Hot Bag.
    6. Please read these terms and conditions carefully (including Section 3) as they set out your rights and responsibilities when you use the Site to acquire a Papa Johns NFT Hot Bag, and govern the content, functionality and services offered through the Site and the Papa Johns NFT Hot Bags. In clicking ‘accept’ before completing the Papa Johns NFT Hot Bag redemption process you confirm that you have read these terms and conditions and agree to be bound by them. If you do not agree to these terms then you must not redeem a Papa Johns NFT Hot Bag and should cease to access the Site.
    7. We may change these terms and conditions at any time. Any changes will take effect on the date they are posted onto the Site. You will be asked to read and accept the terms and conditions each time you use the Site to acquire a Papa Johns NFT Hot Bag, to ensure that you are familiar with the most current version.

  3. IMPORTANT INFORMATION ABOUT NFTS - PLEASE READ

    1. ANY TRANSFER OF A PAPA JOHNS NFT HOT BAG WILL OCCUR WITHIN THE TEZOS PLATFORM DECENTRALISED LEDGER, AND WE DO NOT GUARANTEE THAT WE CAN AFFECT THE TRANSFER OF ANY TITLE OR RIGHT IN ANY PAPA JOHNS NFT HOT BAG.
    2. WE CANNOT GUARANTEE THE PRICE AND LIQUIDITY OF THE PAPA JOHNS NFT HOT BAGS. AS WITH ANY BLOCKCHAIN ASSETS, THESE AND ANY CRYPTOCURRENCY USED TO PURCHASE OR OTHERWISE ASSOCIATED WITH THE ONWARDS TRANSFER OF THE PAPA JOHNS NFT HOT BAGS ARE EXTREMELY VOLATILE AND MAY BE SUBJECT TO LARGE FLUCTUATIONS. FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT PAPA JOHNS NFT HOT BAGS, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE VOLATILITY. LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT A LOCAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF PAPA JOHNS NFT HOT BAGS.
    3. PAPA JOHNS NFT HOT BAGS ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT.
    4. ANY ONWARDS TRANSFER OF PAPA JOHNS NFT HOT BAGS MAY BE IRREVERSIBLE, AND, ACCORDINGLY, ANY LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE.
    5. WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING PAPA JOHNS NFT HOT BAGS, INCLUDING THE TAX CONSEQUENCES, SUITABILITY AND APPROPRIATENESS OF PAPA JOHNS NFT HOT BAGS.

  4. how to redeem a papa johnS NFT hot bag

    1. All Papa Johns NFT Hot Bags are minted, stored and accessible through the Tezos blockchain. The Papa Johns NFT Hot Bags are displayed on our Site.
    2. We will be the first owner of all minted Papa Johns NFT Hot Bags, which will reside in our Tezos wallet until redeemed by customers.
    3. To redeem a Papa Johns NFT Hot Bag, you will need to:
      1. scan the QR code on the NFT Hot Bag pizza box leaflet or access the Site via social media posts by your local Papa Johns business;
      2. be at least 18 years of age;
      3. have a compatible Tezos cryptocurrency wallet (Wallet);
      4. select the Papa Johns NFT Hot Bag you wish to redeem from the gallery on our Site, where available; and
      5. follow the process for redeeming the Papa Johns NFT Hot Bag as set out on the Site.
    4. You will only be entitled to redeem one Papa Johns NFT Hot Bag per Wallet.
    5. Papa Johns NFT Hot Bags will be free for you to redeem, subject to the restrictions in these terms and conditions. Once transferred to your Wallet each Papa Johns NFT Hot Bag shall be freely tradeable for value on marketplaces which are compatible with the Tezos NFT specification (details of which will be found on the Site).
    6. We will only make a finite number of Papa Johns NFT Hot Bags available across the promotion. Your ability to redeem a Papa Johns NFT Hot Bag is therefore subject to availability and we cannot guarantee the availability or otherwise of any Papa Johns NFT Hot Bags.

  5. Linking your wallet

    1. Our Site gives further guidance on the types of Wallets available for you to sync in order to redeem a Papa Johns NFT Hot Bag, but the Wallet you choose to use will be subject to its own terms, such as those for Temple (https://templewallet.com/terms) or Kukai (https://wallet.kukai.app/terms-of-use). You are responsible for the Wallet’s set-up and complying with its terms.
    2. When you link your Wallet, you understand and agree that you are responsible for maintaining the security of your Wallet and for your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your Wallet.
    3. We are not responsible for managing and maintaining the security of your Wallet, nor for any unauthorised access to or use of your Wallet by anyone else. If you notice any unauthorised or suspicious activity in your Wallet that seems to be related to our Site, please notify us immediately.

  6. Onwards transfer

    1. On successful redemption of a Papa Johns NFT Hot Bag, you may auction, sell, trade, gift, transfer, or otherwise dispose of (in each case, a Transfer) the Papa Johns NFT Hot Bag, however, that under no circumstances do you Transfer any part interest in the Digital Collectible or in the Papa Johns NFT Hot Bag representing such Digital Collectible. You understand and agree that each Digital Collectible and related Papa Johns NFT Hot Bag will constitute a single unit (sometimes called a ‘unitary asset’), all rights to which may be owned by only one owner.
    2. Any Transfers of a Papa Johns NFT Hot Bag will also be subject to the terms and conditions of any third-party platform through which any such Transfers are made. We recommend you make yourself aware of any such terms and conditions.

  7. Third Party Platform Fees, artist royalties and Taxes

    1. You will not be responsible for any Tezos gas or transaction fees incurred on the initial transfer of a Papa Johns NFT Hot Bag to you. However, once you are the owner of a Papa Johns NFT Hot Bag, any fees or taxes incurred in the onwards Transfer of the Papa Johns NFT Hot Bag will be your sole responsibility, and under no circumstances shall we be liable for any additional gas, transaction or other fees in connection with the same, whether or not imposed or required by the third-party platform through which you may make such a Transfer.
    2. Should you Transfer for value (e.g. sell) a Papa Johns NFT Hot Bag, the smart contract for that Papa Johns NFT Hot Bag will automatically pay a royalty to the artist responsible for the relevant design of the artwork in the underlying Digital Collectible. This royalty is set at 25% of the sum you receive from the new owner to whom you Transfer the Papa Johns NFT Hot Bag NFT and cannot be altered. This royalty will not apply where you transfer a Papa Johns NFT Hot Bag as a gift (i.e. for no value) outside of a marketplace.

  8. Cancellations and Returns

    1. Once redeemed, you cannot cancel the transfer of the relevant Papa Johns NFT Hot Bag or return the Papa Johns NFT Hot Bag to us.

  9. Intellectual Property Rights

    1. When you redeem a Papa Johns NFT Hot Bag, you become the owner of the associated Digital Collectible and the Papa Johns NFT Hot Bag representing such Digital Collectible. However, you will not own the underlying artwork of which the Digital Collectible is a reproduction (the Artwork) and your right to use, copy and display the Digital Collectible is subject at all times to the limited licence in and to the underlying Artwork, as set out in Clause 9.2 below.
    2. We own and shall retain all right, title, and interest in and to the Artwork. We grant to you a worldwide, non-exclusive, revocable, royalty-free license to the Artwork, but subject to Clause 9.3 and limited only to the extent you require such a licence to use, copy, and display the Digital Collectible. If you Transfer the Papa Johns NFT Hot Bag, such licence shall automatically be deemed assigned to any subsequent transferee of the Papa Johns NFT Hot Bag.
    3. You shall not, nor authorise or permit any third party to, do or attempt to do any of the following without our express prior written consent in each case:
      1. modify the Artwork in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes;
      2. use the Artwork to advertise, market, or sell any product or service;
      3. use the Artwork 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;
      4. use the Artwork in any other forms of media, except to the limited extent that such use is solely for the winner’s own personal, non-commercial use;
      5. sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Artwork;
      6. attempt to trade mark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork; or
      7. utilise in any other way the Artwork for your or any third party’s commercial benefit, including to mint any new NFT based on the Artwork.

  10. Our Responsibility for Loss or Damage

    1. Nothing in these terms and conditions excludes or restricts our liability for death or personal injury resulting from our negligence or that of our agents, or for fraud or fraudulent misrepresentation, or for any breach of any terms implied by law or any matter that we are not permitted to limit or restrict by law.
    2. The Papa Johns NFT Hot Bag is transferred to you free of charge on the basis that you understand and accept that we cannot guarantee its suitability or compatibility with your systems (or those that you use), nor accept any liability in respect of any onwards (or any attempted onwards) Transfer. We are only responsible for loss or damage you suffer that is a foreseeable result of us not complying with our obligations under these terms and conditions.
    3. We are not responsible for any:
      1. losses, claims or damages arising due to any kind of failure or abnormal behaviour of software (including in respect of a Wallet or smart contract), blockchains or any other feature of the Papa Johns NFT Hot Bags;
      2. communication failures, disruptions, errors, distortions or delays you may experience when using Papa Johns NFT Hot Bags, however caused;
      3. loss or damage that is not foreseeable (loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us at the time you redeemed your Papa Johns NFT Hot Bag);
      4. loss or damage which is not caused by our breach of these terms and conditions, including but not limited to any user error (such as forgotten passwords), incorrectly construed transactions or mistyped addresses, corrupted cryptocurrency wallet files, unauthorised access to applications or the Site, or any unauthorised third party activities including the use of viruses, phishing or other means of attack against the Site or Papa Johns NFT Hot Bags; or
      5. business losses and/or losses to non-consumers.
    4. Each provision of this Clause 10 operates separately. If any part is disallowed or found to be ineffective by any court or other competent body the other parts will continue to apply.

  11. WIN A REAL PAPA JOHNS HOT BAG

    1. Where you redeem a Papa Johns NFT Hot Bag, your Wallet address will automatically be entered into a prize draw to win a real ‘Papa 1984’ yellow bag. No Papa Johns product purchase is necessary to enter this prize draw.
    2. On 14 April 2022 we will randomly choose one Wallet that holds at least one Papa Johns NFT Hot Bag originally redeemed by the owner of that Wallet, and the owner of that Wallet will win a real ‘Papa 1984’ yellow bag . Wallet owners who have bought, traded or acquired by means other than via this promotion all of the Papa Johns NFT Hot Bags contained in their Wallets will not be eligible to win this prize draw.
    3. We will use randomising software to make our selection and have no control over which Wallet is selected.
    4. The lucky winner will receive a ‘golden ticket’ NFT into their Wallet, which will notify the winner that they have won a ‘Papa 1984’ yellow bag. You can check if you have won by clicking the link on the Site (‘AM I THE WINNER?’) and connecting your Wallet if you have not done so already. The Site will automatically scan your Wallet and redirect you to a hidden winner’s page, if a ‘golden ticket’ is present in your Wallet.
    5. Where you have been redirected to the winner’s page you can enter your real name and email address and we will be in touch (through one of our third party partners) to arrange delivery of your real ‘Papa 1984’ yellow bag. To claim your prize you must still hold the Papa Johns NFT Hot Bag in your Wallet at the time of entering your details on the winner’s page.
    6. We accept no responsibility for any damage, loss, liabilities, injury or disappointment incurred or suffered by you as a result of entering the draw for the real ‘Papa 1984’ yellow bag or of the winner in accepting the bag. You also acknowledge that, unless we engage in publicity with the winner, the nature of each Wallet is such that the actual identity of the winner may remain anonymous. However, you can contact us via the contact methods above at least 28 days after the prize draw and we will be able to provide you with the publicly available details that we have of the winning Wallet. We may require that the winner participates in publicity (including photographs) and you agree that if you win the real ‘Papa 1984’ Papa Johns yellow bag, you will take part in such publicity as and when reasonably requested by Papa Johns.
    7. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the prize draw for the real ‘Papa 1984’ yellow bag with or without prior notice due to reasons outside of our control (including, without limitation, in the case of anticipated, suspected or actual fraud). Our decision in all matters under our control is final and binding and no correspondence will be entered into.
    8. If the winner does not claim the prize within 28 days of 14 April 2022, the prize will rollover to a new winner. Papa Johns NFT Hot Bag owners are responsible for checking if they have won the prize and we will use our reasonable efforts to contact winners provided that they have entered their contact details in claiming the prize.

  12. How we use your personal information

    1. We will only use your personal information in accordance with our Privacy Policy. To view our full Privacy Policy please click here.

  13. General

    1. These terms and conditions and all transactions relating to the Site (including, but not limited to, the prize draw for the real ‘Papa 1984’ yellow bag) are governed by the laws of England and Wales and are subject to the non-exclusive jurisdiction of the courts of England and Wales, although you can choose to take action against us in your local courts if mandatory local law allows you to.
    2. We do not accept amendments to these terms and conditions and any variations to these terms and conditions must be signed by an authorised signatory of our company.
    3. You may not transfer any of your rights or obligations under these terms and conditions to another person without our prior written consent. We can transfer all or any part of these terms and conditions to another organisation but your rights under these terms and conditions will not be affected.
    4. If these terms and conditions are terminated by either of us for any reason, neither of us will lose any rights which have already accrued.
    5. If, at any time, we do not require you to comply with any part of these terms and conditions, this will not prevent us from doing so in the future.
    6. If any part of these terms and conditions is disallowed or held to be ineffective by any court or other competent body, the rest of the terms and conditions will not be affected.