These Supplemental Terms together with the Terms governs transactions for NFTs made through the Platform. In the event of any conflict between these Supplemental Terms and the Terms, the Terms will prevail.
By listing, selling, buying or trading NFTs through the Platform, you agree to and are bound by both these Supplemental Terms and the Terms for the Platform. If you do not agree to the Supplemental Terms or the Terms for the Platform, you may not list, sell, buy or trade NFTs through the Platform.
Definitions. The following terms shall have the following meanings as used in these Supplemental Terms. Other capitalized terms shall have the meanings given to them in the Terms.
“Art” means any art, design, or drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a Licensed NFT.
"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 and ERC 1155 standards or otherwise designed by the Platform.
“Licensed Rights” with respect to an NFT means your rights to an NFT that 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.
“Licensed NFT” means an NFT that is posted and made available on the Platform for a Transaction.
“Licensor” means a third party that owns or is the licensor of the Art in the Licensed NFT.
“Transaction” means any listing, purchase, sale or trade of a Licensed NFT through the Platform. Eligibility. To conduct a Transaction regarding Licensed NFTs, you must meet the criteria for eligibility to use the Platform and have an Account in good standing with the Platform.
Listing and Selling of Licensed NFTs. We may list our own Licensed NFTs or allow users to list their Licensed NFTs for Transactions through the Platform. You can only list a Licensed NFT if you have the rights to grant the license to the Licensed NFT. hereof or purchased the Licensed NFT through the Platform or other legitimate source validated by us. You agree to any listing policies we may implement for Licensed NFTs. You may not list or conduct a Transaction regarding a Licensed NFT that violates any other provision of the Terms.
Purchase of Licensed NFTs. The Platform allows you to list, purchase, earn, collect, and sell Licensed NFTs. You can buy Licensed NFTs either directly from us or from other users on the Licensed NFT marketplace provided through the Platform (the “Marketplace”). Some Licensed NFTs will be made available at a fixed price and others may be offered to the highest bidder through an auction process. We may also offer the opportunity to earn Licensed NFTs for free by participating in certain challenges or marketing campaigns on the Platform, or by completing certain tasks that we may make generally available from time to time. There are different types of Licensed NFTs available for purchase on the Marketplace, and we reserve the right to modify the types, prices and numbers of Licensed NFTs available at our discretion.
Pricing, Payment, Transaction Fees, and Taxes
The purchase price for the Licensed NFT will be specified on the Marketplace. No purchase shall be deemed complete until the purchase price and all associated fees, charges and Taxes have been paid in full. Purchases are final and 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. Any payments or Transaction that you engage in via the Marketplace will be conducted solely through the Platform. You shall not make payments outside of the Platform to complete a Transaction. Every Transaction on the Platform involving Licensed NFTs requires the payment of a Transaction Fee and a royalty fee, which fees are deducted from the purchase price that is paid to the seller for the Licensed NFT. You will be solely responsible to pay any and all sales, use, value-added and 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 your use of the Platform and any Transaction involving a Licensed NFT. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction
Ownership and License
When you purchase a Licensed NFT though the Platform, you own the Licensed NFT and will have the right to subsequently swap, sell it or give it away. HOWEVER OWNERSHIP OF LICENSED NFTS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH LICENSED NFT THROUGH THE MARKETPLACE OR FROM ANOTHER LEGITIMATE SOURCE. In cases where we determine that the Licensed NFT has not been rightfully acquired from a legitimate source, we reserve the right seize, freeze, or otherwise modify the ownership of any Licensed NFT. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Platform and the Site as set forth in the Terms. Nothing in these Supplemental Terms or your purchase or ownership of the Licensed NFT grants you any ownership of the Platform or Site or any portions thereof. Subject to your continued compliance with these Supplemental Terms, you are granted a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Licensed NFT, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Licensed NFT, provided that the marketplace cryptographically verifies each Licensed NFT owner’s rights to display the Art for the Licensed NFT to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Licensed NFT, provided that the website/application cryptographically verifies each Licensed NFT owner’s rights to display the Art for their Licensed NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the purchased Licensed NFT leaves the website/application. The purchaser of a Licensed NFT will have the following rights (and any other rights agreed to in advance by each Licensed NFT owner’s rights): (a) to display and perform the Art of the Licensed NFT publicly, for the purchaser’s personal use, and as part of any marketplace to purchase or sell such Licensed NFT; (b) to make and distribute a reasonable number of copies of the Art of the Licensed NFT, including placing the Art of the Licensed NFT on one or more web sites of the purchaser; and to (c) state that the purchaser is the owner of the Licensed NFT. The foregoing rights will be perpetual, irrevocable, royalty free, and assignable to any party who purchases the Licensed NFT. If you place a Licensed NFT for sale on the Platform, you hereby authorize us to grant such rights to the purchaser of the applicable Licensed NFT. Except as otherwise provided in section above, if you purchase any Licensed NFT on the Platform, you agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your purchased Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your purchased Licensed NFT to advertise, market, or sell any third party product or service; (c) use the Art for your purchased Licensed NFT in connection with images, videos, or other forms of media that fall within the prohibited uses in section of the Terms; (d) use the Art for your purchased Licensed NFT in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (e) 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 Art for your purchased Licensed NFT; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your purchased Licensed NFT; or (g) otherwise utilize the Art for your purchased Licensed NFT for your or any third party’s commercial benefit.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. ALL LICENSED 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, THE WE PARTIES DISCLAIM 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 THE WE 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 LICENSED NFT OR YOUR USE OF THE PLATFORM. 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