Description
NFT OWNER AGREEMENT
1. BRAND ASSETS. You have the opportunity to purchase via an NFT marketplace a non-fungible token (an "NFT") associated with digital assets such as visual content and sound recordings, or other type of digital assets related to such brand ("Brand Asset(s)"). Such Brand Assets are made available by us and third parties with whom we have agreements as the holders of the relevant intellectual property license(s) regarding the respective brand (collectively, "Brand Company"). The relevant terms for the purchase of the Brand Assets are set by the respective Brand Company and the agreement for purchase of the Brand Assets is entered into between you and the respective Brand Company. The Brand Asset(s) are associated with Brand Objects (which may include images, sound recordings and/or other Brand Asset works) ("Brand Object(s)"). As detailed below, you may own a Brand Asset, but shall have only a limited license to the Brand Object(s) subject to the terms and conditions set forth herein. Purchase of the Brand Asset (the "Main Asset") may entitle the purchaser to one or more other, similar Brand Asset(s) (the "Replica(s)"), where each such Replica is based on the Main Asset but will be customized for use on a designated platform ("Platform"). For the avoidance of doubt, the term "Brand Asset(s)," as used herein, includes both the Main Asset and Replica(s). You understand and agree that neither we nor Brand Company has control over, and shall have no liability for, the Replicas. You understand and agree that the Platforms and/or the Replica(s) may be unavailable or cease to exist at any time. With respect to the Brand Assets and all other information or materials relating to the Brand Company (collectively "Brand Content"), you agree:
2. LICENSES.
(a) Main Asset. Upon a valid transfer of Main Asset to you, Brand Company hereby grants you a limited, transferable, non-sublicensable, royalty-free license to use, publish, perform, and display the Brand Object(s) associated with the Main Asset during the License Term, subject to your compliance with these Terms, including without limitation, the restrictions in Section 3 below, solely for the following purposes: (a) for their own personal, non-commercial use; or (ii) to display the Main Asset for resale. Upon expiration of the License Term or breach of any conditions of these Terms by you, all license rights shall immediately terminate.
(b) Replica(s). Upon a valid transfer of Replica to you, Brand Company hereby grants you a limited, transferable, non-sublicensable, royalty-free license to use, publish, perform, and display the Brand Object(s) associated with such Replica on the Platform for which the Replica is designed, during the License Term, subject to your compliance with these terms, including without limitation, the restrictions in Section 3 below, solely for the following purposes: (a) for your own personal, non-commercial use; or (ii) to display the Replica for purposes of resale. Upon expiration of the License Term or breach of these terms by you, all license rights shall immediately terminate.
3. LICENSE RESTRICTIONS. The Brand Object(s) provided pursuant to these Terms are licensed, not sold, and you receive no title to or ownership of the Brand Object(s) or the intellectual property rights therein. Except for the license expressly set forth herein, no other rights (express or implied) to the Brand Object(s) are granted. Brand Company reserves all rights not expressly granted. Without limiting the generality of the foregoing, You shall not: (a) copy, modify, create derivative works from, or distribute the Brand Object(s); (b) display the Brand Object(s) other than as expressly licensed in Section 2; (c) copy, modify, create derivative works from, or distribute the Brand Asset(s); (d) use the Brand Asset(s) or Brand Object(s) to advertise, market or sell a product and/or service; (e) incorporate the Brand Asset(s) or Brand Object(s) in videos or other media; or (f) sell merchandise incorporating the Brand Asset(s) or Brand Object(s). You shall not sell or otherwise transfer the Brand Asset(s) if the license granted in Section 2 is expired or terminated for any reason. Upon a permitted transfer of ownership of the Brand Asset(s) by You to a third party, the license to the Brand Object(s) associated therewith shall be transferable solely subject to these Terms, and your license to such Brand Object(s) terminates immediately upon transfer to such third party. Upon a non-permitted transfer of ownership of the Brand Asset(s) by you to a third party, your license to the Brand Object(s) associated therewith terminates immediately, and any purported transfer of the license to such Brand Object(s) to such third party shall be void. You agree not to: (a) remove any copyright or other legal notices associated with the Brand Asset(s) or Brand Object(s); or (b) remove or alter any metadata of the Brand Asset(s), including without limitation, any link or other reference to license information. Failure to comply with these Terms constitutes a material breach.
4. IP RIGHTS IN THE BRAND ASSET.
Except as expressly set forth herein, Brand Company retains all right, title, and interest in and to any intellectual property rights in the Brand Asset(s) and Brand Object(s).
5. DISCLAIMER.
NEITHER BRAND COMPANY NOR WE MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. You understand and accept the risks of blockchain technology. Without limiting the generality of the foregoing, Neither Brand Company nor we warrant that the Brand Asset(s) or Brand Object(s) will perform without error. Further, neither Brand Company nor we provide any warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Brand Asset(s) or Brand Object(s) made by anyone other than us, unless Brand Company approves such modification in writing; (ii) your misuse of or misrepresentation regarding the Brand Asset(s) or Brand Object(s); or iii) any technology, including without limitation, any Replica or Platform, that fails to perform or ceases to exist. We shall not be obligated to provide any support to you or any subsequent ownership of the Brand Asset(s).
6. LIMITATION OF LIABILITY; INDEMNITY.
(a) Dollar Cap. BRAND COMPANYâS CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID FOR BRAND ASSET(S).
(b) Excluded Damages. IN NO EVENT WILL BRAND COMPANY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS.
(c) Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 6 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BRAND COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 6, Brand Companyâs liability will be limited to the maximum extent permissible. For the avoidance of doubt, Brand Companyâs liability limits and other rights set forth in this Section 6 apply likewise to Brand Companyâs affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
(d) Indemnity. You will indemnify, defend and hold harmless Brand Company and its affiliates, and any of their respective officers, directors, employees, representatives, and agents ("Brand Company Indemnitees") from and against any and all claims, causes of action, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and legal costs, which shall be reimbursed as incurred) arising out of, related to, or alleging your breach of any provision in these Terms, including but not limited to your failure to comply with the licensing conditions set forth in these Terms.
7. TERM; TERMINATION. The license granted to you in these Terms shall continue until terminated pursuant to this Section 7 (the "License Term"). The license granted in these Terms applies only to the extent that you continue to possess the applicable Brand Asset. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of a Brand Asset for any reason, the license rights granted to you in these Terms will immediately terminate with respect to such Brand Asset, without the requirement of notice, and you will have no further rights in or to such Brand Asset or Brand Object(s) associated therewith. Brand Company may terminate the license rights granted in these Terms for your material breach by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless you first cure such breach, or effective immediately if the breach is not subject to cure. Upon termination of the license rights granted to you in these Terms, you shall cease all use of the Brand Object(s) and delete, destroy, or return all copies of the Brand Object(s) in its possession or control. Any provision of these Terms that must survive to fulfill its essential purpose will survive termination or expiration.
