1.ACQUIRING PREMIUM NFTS
(a) Purchasing Premium NFTs. You can purchase Premium NFTs in two ways: (a) by buying Premium NFTs from us on the Platform; or (b) by buying Premium NFTs from other users in the Platform’s marketplace (the “Marketplace”). We reserve the right to modify the types, prices, and numbers of Premium NFTs available at our discretion.
(b) Earning Premium NFTs. You may be able to earn Premium NFTs for free by participating in certain challenges or marketing campaigns on the Platform, or by completing certain in-Platform tasks that we may make generally available from time to time.
(c) Characteristics of Premium NFTs. Premium NFTs include content from one of our IP Partners. Each Premium NFT has a defined set of attributes – including scarcity – which help determine the value of the Premium NFT.
(d) Subjectivity of Premium NFTs. The value of each Premium NFT is inherently subjective, in the same way the value of other collectibles is inherently subjective. Each Premium NFT has no inherent or intrinsic value.
Any purchase or sale you make, accept or facilitate outside of the Platform of Premium NFTs will be entirely at your risk. We do not control or endorse purchases or sales of Premium NFTs outside of the Platform. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in Premium NFTs outside of the Platform.
(a) Financial Transactions on Platform. Any payments or financial transactions that you engage in via the Platform will be conducted solely through the Ethereum Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Ethereum Network. We do not provide refunds for any purchases that you might make on or through the Platform – whether for Premium NFTs or anything else.
3. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS
Your ownership of Premium NFTs will only be recognized by us if you have purchased or otherwise rightfully acquired such Premium NFTs from a legitimate source and not through any of the Category 2 prohibited activities (as defined below).
For the purposes of this Section 3, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a Premium NFT that you Own.
“Own” means, with respect to a Premium NFT, a Premium NFT that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category 2 Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Ethereum Network.
“Purchased Premium NFT” means a Premium NFT that you Own
“Third Party IP” means any third party patent rights (including, without limitation, patent Platformlications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
(a) Ownership of Premium NFT. Because each Premium NFT is an NFT on the Ethereum Network, when you purchase a Premium NFT in accordance with these Terms (and not through any of the Category 2 Prohibited Activities), you own the underlying NFT completely. This means that you have the right to swap your Premium NFT, sell it, or give it away. Ownership of the Premium NFT is mediated entirely by the Ethereum Network. Except as otherwise permitted by these Terms in cases where we determine that the Premium NFT has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category 2 Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Premium NFT.
(b) We Own the Platform. You acknowledge and agree that we (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the Platform, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Materials”)). You acknowledge that the Platform Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to us or our licensors.
(d) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (1) that your purchase of a Premium NFT, whether via the Platform or otherwise, does not give you any rights or licenses in or to the Platform Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (2) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (3) that you will not Platformly for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
(e) User License to Art. Subject to your continued compliance with these NFT Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Premium NFTs, solely for the following purposes: (1) for your own personal, non-commercial use (other than games you build on the Platform); (2) as part of a marketplace that permits the purchase and sale of your Purchased Premium NFTs, provided that the marketplace cryptographically verifies each Premium NFT owner’s rights to display the Art for their Purchased Premium NFT to ensure that only the actual owner can display the Art; or (3) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Premium NFT, provided that the website/application cryptographically verifies each Premium NFT’s owner’s rights to display the Art for their Purchased Premium 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 Premium NFT leaves the website/application.
(f) Restrictions on Ownership. 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 Premium NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Purchased Premium NFT to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased Premium NFT 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; (d) use the Art for your Purchased Premium NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or 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 Premium NFT; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Premium NFT; or (g) otherwise utilize the Art for your Purchased Premium NFT for your or any third party’s commercial benefit.
(g) Third Party IP. If the Art associated with your Purchased Premium NFT contains Third Party IP (e.g., licensed intellectual property from one of our IP Partners), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 3.
(h) Other Terms of License. The license granted in Section 3(d) above applies only to the extent that you continue to Own the applicable Purchased Premium NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Premium NFT for any reason, the license granted in Section 3(d)) will immediately expire with respect to that Premium NFT without the requirement of notice, and you will have no further rights in or to the Art for that Premium NFT. The restrictions in Sections 3(4) and 3(5) will survive the expiration or termination of these Terms.
4. CONDITIONS OF USE AND PROHIBITED ACTIVITIES
You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these terms and any applicable laws or regulations.
(a) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Platform will not (and will not allow any third party to): (1) in any manner:
(A) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(B) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(C) involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
(D) involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
(E) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
(F) involve interfering with other users’ enjoyment of the Platform;
(G) involve exploiting the Platform for any unauthorized commercial purpose;
(H) involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
(I) involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
(J) involve reformatting or framing any portion of the Platform;
(K) involve displaying any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(L) involve using any spider, site search/retrieval Platformlication, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
(M) involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
(N) involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by a our employees or otherwise); or
(O) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category 1 Prohibited Activity”); and/or
(2) in any manner:
(A) involve creating user accounts by automated means or under false or fraudulent pretenses;
(B) involve the impersonation of another person (via the use of an email address or otherwise);
(C) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
(D) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of Packs, or of Premium NFTs on the Marketplace);
(E) involve acquiring Premium NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Premium NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Premium NFT or selling, gifting or trading the Premium NFT to someone else); or
(F) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or
(G) otherwise involve or result in the wrongful seizure or receipt of any Premium NFTs or other digital assets (each, a “Category 2 Prohibited Activity” and, together with Category 1 Prohibited Activity, the “Prohibited Activities”)
(b) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Premium NFTs’ images and descriptions from the Platform. If we delete your Premium NFTs’ images and descriptions from the Platform, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those Premium NFTs.
Notwithstanding the foregoing, however, if we reasonably believe that you are engaged in any of the category b prohibited activities, in addition to our right to immediately suspend or terminate your user account and/or delete your premium nfts’ images and descriptions from the platform, we also reserve the right, at our sole and absolute discretion, without notice or liability to you, to take any or all of the following actions: (a) to deem any transaction that took place via or as the result of such activities to be void ab initio; and/or (b) to immediately confiscate any premium nfts (including their underlying nfts) that were purchased or acquired as the result of such activities.