NFT Terms and Conditions

Last Updated: October 1, 2021

By purchasing or otherwise obtaining a unique, non-fungible token created by the entity identified as the owner and issuer of such token (“Creator”) (“NFT”), either through an initial transfer from a licensee of Creator or a subsequent transfer from the prior owner of the Digital Collectible, you agree to these NFT Terms and Conditions by and between you and Creator (these “Terms”).

The NFT is specifically associated with one or more works of authorship owned or controlled by Creator (“Creator Content”) such that, if you own the NFT, you can access, display and/or perform such Creator Content through the NFT pursuant to these Terms (the “Digital Collectible”). You hereby acknowledge and agree that the NFT is separate from the Creator Content; the NFT is sold or otherwise transferred to you and, by owning the NFT, you receive the rights to access the Creator Content through the NFT, subject to and in accordance with these Terms. The Creator Content is neither stored nor embedded in the NFT, but is accessible through the NFT, subject to compliance with these Terms.
We may update these Terms from time to time by notifying you of such changes by any reasonable means, including by making available the updated Terms via a link embedded in the NFT. Any such changes will not apply to any dispute between you and us arising prior to the date on which we made available the updated Terms incorporating such changes, or otherwise notified you of such changes. Your access to or use of the Digital Collectible following any changes to these Terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed.
Subject to your compliance with these Terms, Creator hereby grants to you, to the extent of Creator’s rights in the Creator Content, and solely for so long as you own the NFT, the non-exclusive, non-transferable, non-assignable, non-sublicensable worldwide right to access, display and/or perform the Creator Content associated with the purchased NFT as part of the Digital Collectible, solely for your own personal, non-commercial use. Except as expressly set forth herein, all rights in the Creator Content are expressly reserved by Creatorand its licensors.
In connection with the Digital Collectible, you may not, nor may you permit any third party to, do or attempt to do any of the following without Creator’s express prior written consent in each case: (i) modify the Creator Content associated with the Digital Collectible in any way, including, without limitation, the sounds, shapes, designs, drawings, attributes or color schemes; (ii) use the Creator Content associated with your Digital Collectible to advertise, market, promote, or sell any third party product or service or otherwise use the Creator Content for your or any third party’s commercial benefit; (iii) use the Creator Content in connection with images, videos or other forms of media that depict hatred, intolerance, cruelty or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Creator Content to, directly or indirectly, protest, defame or disparage the name, image, reputation, goodwill or proprietary rights of Creator or any of its affiliates, owners, teams, players, personnel, associated leagues, publications or programs; (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 Creator Content; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Creator Content; or (vii) separate, unlink or decouple the Creator Content from the NFT with which it is associated to form the Digital Collectible.
The Digital Collectible may incorporate intellectual property, including copyrighted materials, trade names, trademarks or service marks, and the names, likenesses, images or persona of Creator or other individuals or entities associated with Creator (the “IP”). As between you and Creator, such IP is owned by Creator and/or its affiliates. Your use of such IP is subject to the rights granted above and any additional restrictions imposed by the owner of such IP to the extent that Creator informs you of such additional restrictions, and you may not use any such IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such IP. All use of such IP, including any goodwill generated by such use, shall inure to the benefit of Creator and/or its affiliates.
THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
You may sell or otherwise transfer the NFT to a third party, provided that the following conditions are met:
1. such sale or other transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of such NFT;
2. such sale or other transfer must comply with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules;
3. prior to such sale or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s use of (including any access to) the Digital Collectible will be conditional upon such transferee entering into the then-current version of these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms; and
4. after such sale or other transfer, your right to access, display and/or perform the Digital Collectible will immediately terminate (without the requirement of notice). Your right to access, display and/or perform the Digital Collectible will also immediately terminate (without the requirement of notice) if you breach these Terms.
You acknowledge and agree that Creator or its designee(s) may receive fees from or in connection with your sale of, and any other future sale of, the NFT.
CREATOR PROVIDES THE NFT, AND GRANTS THE RIGHTS DESCRIBED HEREIN TO THE CREATOR CONTENT ASSOCIATED WITH SUCH NFT, TO YOU, ON AN “AS IS” BASIS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CREATOR OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF CREATOR AND ITS AFFILIATES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE ONE-HUNDRED U.S. DOLLARS ($100).
You will defend, indemnify and hold harmless Creator and its affiliates, and its and their respective directors, officers, employees, licensors, content providers, agents and representatives, from any third-party claim or action arising from your breach or alleged breach of these Terms or any unauthorized use of the Creator Content.
These Terms will be construed in accordance with the laws of the State of Colorado as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles. All disputes relating to these Terms shall be brought solely in the state or federal courts located in Denver, Colorado, and you hereby consent to the exclusive jurisdiction of such state and federal courts and waives any defense of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
These Terms do not, and shall not be construed to, create any partnership, joint venture or agency between you and Creator. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. You shall not assign, transfer or otherwise dispose of these Terms (including any of your rights or obligations under these Terms), and any purported assignment, transfer or other disposition shall be null and void. These Terms constitute the entire agreement between you and Creator with respect to the NFT and the Digital Collectible, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Creator relating to the NFT or the Digital Collectible.