NFT Owners Agreement

This NFT Owner Agreement (“Owner Agreement”) is entered into by and between NFT INT, LLC (“Licensor”) and the individual or entity that owns an NFT (as defined below) (the “Owner”), and is effective as of the date that the limited license rights in and to the NFT are transferred to the Owner (the “Effective Date”). This Owner Agreement shall be deemed incorporated into the Terms and Conditions available here: (“Site Terms,” and together with this Owner Agreement, the “Agreement”); provided, however, to the extent that anything in this Owner Agreement is inconsistent with the Site Terms, this Owner Agreement shall take precedence.

OWNER ACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THE AGREEMENT, AND AGREES TO BE BOUND BY ITS TERMS, IN THEIR ENTIRETY. OWNER’S ACCEPTANCE OF AN NFT SHALL BE DEEMED OWNER’S ACCEPTANCE OF, AND CONSENT TO BE GOVERNED BY, THE TERMS OF THE AGREEMENT.  IF OWNER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, THE LICENSE CONTEMPLATED HEREUNDER SHALL AUTOMATICALLY TERMINATE.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST THE COVERED PARTIES (AS DEFINED BELOW) WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THIS AGREEMENT.

In consideration of the premises and the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound, the parties hereto agree as follows:
‍

1. Licenses & Restrictions.
‍

1.1. NFTs. The “NFTs” sold or otherwise transferred to Owner pursuant to the Agreement and as part of the “Series Four Drop” are non-fungible tokens, ownership of which are registered on a blockchain. Each NFT is associated with a single instance of a digital art file (“Digital Art”) and/or other Bonuses (as defined below). As detailed below, Owner may own an NFT, but shall have only a limited license to the Digital Art, subject to the terms and conditions of the Agreement. Owner must ensure that she/he/it obtains and maintains a functioning self-custody wallet such as MetaMask® or Coinbase Wallet® or similar (“Wallet”) capable of accessing the NFTs, as well as any cryptocurrencies necessary to purchase and/or sell the NFTs including, where applicable, Ether (“ETH”).
‍

1.2. Digital Art. The Digital Art is subject to copyright and other intellectual property protections, which rights are and shall remain owned by Licensor and/or third parties.
‍

1.3. License. Upon a valid transfer of an NFT to Owner, Licensor grants Owner a limited, non-sublicensable, license to use, publish, and display the Digital Art during the Term, subject to Owner’s compliance with the terms and conditions of the Agreement including, without limitation, the restrictions in Section 1.4. below, solely for the following purposes: (a) for her/his/its own personal, non-commercial use; (b) to list the NFT for resale or trade as part of an NFT marketplace that permits the purchase and sale of the NFT; provided, that the marketplace cryptographically verifies each NFT owner’s rights to display the Digital Art associated with the NFT to ensure that only the actual owner can display the Digital Art; and/or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of NFTs; provided, that the website/application cryptographically verifies each NFT owner’s rights to display the Digital Art associated with the NFT to ensure that only the actual owner can display the Digital Art; and provided, further, that the Digital Art is no longer visible once the owner of the NFT leaves the website/application (the “Owner License”). The Owner license is non-transferable, except that it will automatically transfer in connection with a Permitted Transfer (defined below) of the subject NFT. Upon expiration of the Term or breach of any condition of the Agreement by Owner, all license rights shall immediately terminate.
‍

1.4. License Restrictions. The Digital Art provided pursuant to the Agreement is licensed, not sold, and Owner receives no title to or ownership of the Digital Art or any associated intellectual property rights thereto. Without limiting the foregoing, the license to the Digital Art does not grant Owner any right, title or interest in or to the individual layered files, traits or digital works associated with same (collectively, the “Layered Files”). Except for the express license granted to Owner by the Owner License, no other rights (express or implied) to the Digital Art are granted and all rights that are not specifically granted to Owner are reserved by Licensor, as applicable and as between Owner and Licensor. This includes, but is not limited to, the intellectual property rights, and publicity rights, associated with the images, names, logos, Layered Files, trademarks, the ability to mint 3D, voxel or other versions of the NFTs, the smart contract code, or anything else not specifically granted by the Owner License. Without limiting the generality of the foregoing, Owner shall not, nor authorize, permit, or assist any third party to do, or attempt to do, any of the following: (a) copy, modify, create derivative works from, or distribute the Digital Art or an NFT; (b) display the Digital Art other than as expressly licensed in Section 1.3; (c) use an NFT or Digital Art to advertise, market or sell a product and/or service; (d) incorporate an NFT or Digital Art in videos or other media; (e) sell merchandise incorporating an NFT or Digital Art; (f) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to a Digital Art; (g) impose a fee or require other consideration for another to view a Digital Art; (h) use a Digital Art for its or any third party’s commercial benefit; (i) use a Digital Art to create, sell or attempt to create or sell any new cryptographic NFT; or (j) fractionalize, pool, rent or stake an NFT or Digital Art, unless done so in compliance with all applicable laws, rules or regulations. Moreover, Owner agrees not to: (i) remove any copyright or other legal notices associated with an NFT or Digital Art; or (ii) remove or alter any metadata of an NFT including, without limitation, any link or other reference to the Agreement. Failure to comply with the conditions set forth in Sections 1.3 and 1.4 hereof constitutes a material breach of the Agreement.
‍

1.5. Transfers.  Subject to the transfer restrictions set forth herein, Owner may transfer ownership of an NFT including, without limitation, the Owner License and Bonuses (if any), to a third-party (a “Secondary Acquirer”) at any time on or after January 31, 2025; provided that: (a) Owner has not breached the Agreement prior to the transfer; (b) the Owner License has not otherwise expired or been terminated for any reason; (c) such transfer is conducted through a marketplace or other platform that cryptographically verifies that the Owner is the actual, current owner of the NFT; (d) Secondary Acquirer is not placed on the “Specially Designated Nationals and Blocked Persons List” by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, the “Denied Persons List” by the Bureau of Industry and Security of the United States Department of Commerce or is a resident, citizen or entity located or incorporated under the laws of any country, territory or other jurisdiction subject to a U.S. Government embargo; (e) such transfer complies with all applicable laws, rules, regulations, regulatory guidance, and terms of the marketplace or other platform on which such sale or transfer takes place, including compliance with any anti-money laundering, anti-bribery laws, and political donation or contribution laws; and (f) Owner ensures that the Secondary Acquirer is made aware of the Agreement and agrees to be bound by its obligations and restrictions (a “Permitted Transfer”). Upon conclusion of a Permitted Transfer, including acceptance of the Agreement, Secondary Acquirer shall be deemed the Owner for purpose of this Owner Agreement. In no case shall the Owner License or any Bonus(es) (defined below) granted under the Agreement be transferrable apart from ownership of the subject NFT. For clarity, only a single individual/entity may own an NFT at any time, and only that individual/entity has the Owner License or access to any Bonus(es)). Owner shall pay any and all transaction fees, payment transfer fees and taxes (other than taxes on Licensor’s net income) associated with the Permissible Transfer.
‍

2. Bonuses.
‍

2.1. Event Description. Subject to the restrictions set forth in Subsection 2.2 herein below, the acquisition of an NFT may entitle the current Owner thereof to a certain additional bonuses(s) as may be offered by the Licensor, in its sole discretion (the “Bonuses”), each subject to availability and the restrictions set forth in Subsection 2.2 below and as otherwise communicated by Licensor from time-to-time. 
‍

2.2. Restrictions. Notwithstanding a valid transfer of ownership of an NFT, once the Bonus for each event has been redeemed by an Owner of the subject NFT, no subsequent Owner of that same NFT shall have the right to redeem such Bonus. No Bonus may be licensed, sold, transferred, rented or assigned, separate and apart from a Permitted Transfer of ownership of the NFT. Any Bonus(es) must be redeemed by the Owner, or it/they will be forfeited. The Bonuses have no cash value. Redemption of the Bonus(es) are subject to availability, and Licensor reserves the right to reschedule each Bonus, in its sole discretion, including for circumstances beyond Licensor’s control. 
‍

2.3. Procedure: Owner may claim the Bonus(es) by following the procedures detailed on the Site, or as otherwise communicated to Owner by Licensor.
‍

3. EUROPEAN UNION AND UNITED KINGDOM ONLY: Right of Withdrawal
‍

3.1 Please note that, for EU and UK residents, a right to withdraw does not apply to this transaction and you are unable to cancel your purchase after NFTs are minted and distributed to you. At that point in time the service will have been fully performed and you will have full access to the digital content which you have purchased.
‍

4. Warranty; Disclaimers and Assumption of Risk.
‍

4.1. Owner Warranty.  Owner represents and warrants that Owner: (a) is at least the age of majority in Owner’s state of residence (which is typically 18 in most U.S. states) and has the legal capacity to enter into the Agreement; (b) will use and interact with each NFT, including the Digital Art associated therewith, only for lawful purposes and in accordance with the Agreement and all applicable laws, rules and regulations; and (c) will not use the NFT, including the Digital Art associated therewith, to violate any law, regulation or ordinance or any right of Licensor or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark and/or patent. 
‍

4.2. DISCLAIMER; ASSUMPTION OF RISK. THE NFTS AND ASSOCIATED DIGITAL OBJECTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR SUPPORT OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS RESPECTIVE OFFICERS, EMPLOYEES, MEMBERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, “COVERED PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTY THAT AN NFT OR THE ASSOCIATED DIGITAL OBJECT WILL MEET OWNER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHER, LICENSOR PROVIDES NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF: (a) A MODIFICATION OF AN NFT OR ASSOCIATED DIGITAL ART MADE BY ANYONE OTHER THAN LICENSOR, UNLESS LICENSOR APPROVES SUCH MODIFICATION IN WRITING, IN ADVANCE; (b) OWNER’S MISUSE OF OR MISREPRESENTATION REGARDING AN NFT OR ASSOCIATED DIGITAL ART; (c) THE FLUCTUATION IN VALUE OF AN NFT; AND/OR (d) ANY TECHNOLOGY THAT FAILS TO PERFORM OR CEASES TO EXIST.

FURTHER, OWNER UNDERSTANDS AND AGREES THAT OWNERSHIP OF, AND TRANSACTIONS INVOLVING, AN NFT MAY REQUIRE OR RELY ON THIRD-PARTY TECHNOLOGY AND/OR PLATFORMS INCLUDING, WITHOUT LIMITATION, DIGITAL WALLETS, BLOCKCHAINS OR RELATED TECHNOLOGY, SMART CONTRACTS, INTERNET SERVICE PROVIDERS, MARKETPLACES, EQUIPMENT OR OTHER INFRASTRUCTURE (COLLECTIVELY, “THIRD PARTY TECHNOLOGY”). OWNER UNDERSTANDS AND AGREES THAT THE EXISTENCE AND PERFORMANCE OF THIRD PARTY TECHNOLOGY ARE OUTSIDE OF LICENSOR’S CONTROL.  TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LICENSOR DISCLAIMS ALL LIABILITY FOR THE USE, UNAVAILABILITY, OR FAILURE OF ANY THIRD PARTY TECHNOLOGY.

‍THE NFTS ARE INTENDED AS COLLECTIBLE ITEMS FOR INDIVIDUAL ENJOYMENT ONLY. THEY ARE NOT MEANT AS INVESTMENT VEHICLES.  LICENSOR MAKES ABSOLUTELY NO PROMISE OR GUARANTEE THAT THE NFTS WILL INCREASE IN VALUE, OR MAINTAIN THE SAME VALUE AS THE AMOUNT OWNER PAID TO PURCHASE SAME.  OWNER UNDERSTANDS AND AGREES THAT THE NFTS HAVE NO INHERENT MONETARY VALUE, AND THEY SHOULD BE TREATED AS NOTHING MORE THAN COLLECTIBLES WITH POTENTIAL FUTURE VALUE OR LACK THEREOF.  PLEASE BE AWARE THAT THE PRICES OF NFTS ARE EXTREMELY VOLATILE, AND PRICE FLUCTUATIONS IN ETH COULD IMPACT THE PRICE OF NFTS BOTH POSITIVELY AND NEGATIVELY.  GIVEN THIS VOLATILITY, NFTS SHOULD NOT BE CONSIDERED INVESTMENTS.  OWNER ASSUMES ALL RISKS IN CONNECTION THEREWITH.  NO INFORMATION AND/OR CONTENT MADE AVAILABLE BY AND/OR THROUGH THE SITE OR OTHERWISE BY LICENSOR IS OR SHOULD BE CONSIDERED ADVICE OR AN INVITATION TO ENTER INTO AN AGREEMENT FOR ANY INVESTMENT PURPOSE.  FURTHER, NO ELEMENT OF THE NFTS QUALIFIES OR IS INTENDED TO BE AN OFFERING OF SECURITIES IN ANY JURISDICTION, NOR DOES IT CONSTITUTE AN OFFER OR AN INVITATION TO PURCHASE SHARES, SECURITIES OR OTHER FINANCIAL PRODUCTS.  OWNER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ASSURING THAT THE PURCHASE AND SALE OF NFTS, AND THE USE OF CRYPTOCURRENCIES, COMPLIES THE WITH LAWS AND REGULATIONS IN OWNER’S JURISDICTION.  OWNER ASSUMES ALL RISKS ASSOCIATED WITH USING AN INTERNET-BASED CRYPTOCURRENCY INCLUDING, BUT NOT LIMITED TO, THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN OWNER’S WALLET.  NFTS, CRYPTOCURRENCIES AND BLOCKCHAIN TECHNOLOGY ARE RELATIVELY NEW AND THE REGULATORY LANDSCAPE IS UNSETTLED.  NEW REGULATIONS COULD NEGATIVELY IMPACT SUCH TECHNOLOGIES WHICH MAY, IN TURN, IMPACT THE VALUE OF OWNER'S NFTS.  OWNER UNDERSTANDS AND ACCEPTS ALL RISK IN THAT REGARD.  WITHOUT LIMITING THE FOREGOING, OWNER ASSUMES ALL RESPONSIBILITY FOR ANY ADVERSE EFFECTS OF DISRUPTIONS OR OTHER ISSUES IMPACTING ETH OR THE ETHEREUM PLATFORM.
‍

5. Limitation of Liability; Indemnity.
‍

5.1. Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES’ CUMULATIVE LIABILITY UNDER THE AGREEMENT, FOR ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNT PAID TO LICENSOR FOR THE INITIAL SALE OF THE SUBJECT NFT(S); OR (b) ONE HUNDRED DOLLARS ($100). 
‍

5.2. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COVERED PARTIES  BE LIABLE UNDER ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NONDIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS), EVEN IF THE APPLICABLE COVERED PARTY(IES) WAS/WERE ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

Clarifications & Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITIES LIMITED BY THIS SECTION 4 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 THE APPLICABLE COVERED PARTY(IES) IS/ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF OWNER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES WILL NOT BE LIABLE TO OWNER FOR ANY USE OF AN NFT AND/OR ASSOCIATED DIGITAL OBJECT INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED CRYPTOCURRENCY WALLET FILES; (iv) UNAUTHORIZED ACCESS TO AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (v) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST A BLOCKCHAIN NETWORK UNDERLYING AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (vi) OWNER’S FAILURE TO MAINTAIN THE SECURITY OF ITS WALLET’S PRIVATE KEY; (vii) ANY UNINTENDED TRANSFER OR LOSS OF AN NFT AND/OR ASSOCIATED DIGITAL OBJECT; (viii) THE FAILURE TO REALIZE ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (ix) THE FAILURE TO OBTAIN ACCESS TO ANY BONUS; AND/OR (x) OWNER’S INABILITY TO DEMONSTRATE OWNERSHIP AND/OR CONTROL OF AN NFT. If applicable law limits the application of the provisions of this Section 4, Licensor’s liability will be limited to the maximum extent permissible.
‍

5.3. Indemnity. Owner shall indemnify, defend and hold harmless the Covered Parties from and against any and all claims, demands, causes of action, liabilities, damages, penalties, losses, fines, costs and expenses (including reasonable attorneys' fees, legal costs and court costs, which shall be reimbursed as incurred) arising out of, related to, or in connection with, or alleging: (a) Owner’s breach of any provision contained in the Agreement, including, but not limited to, Owner’s failure to comply with the licensing conditions set forth in Section 1 hereof; (b) Owner’s use of an NFT in any way that violates any applicable laws, rules or regulations; (c) Owner’s unauthorized transfer, or purported transfer, of an NFT; or (d) Owner’s improper and/or unauthorized exercise of any license rights in and/or to an NFT.
‍

6. Term & Termination.
‍

6.1. Term. This Owner Agreement shall begin on the Effective Date as defined herein above and shall continue until terminated pursuant to the terms of this Owner Agreement (the “Term”).
‍

6.2. Termination for Transfer. The Owner License applies only to the extent that Owner continues to own the subject NFT. If, at any time, the Owner sells, trades, donates, gives away, transfers, purports to transfer, or otherwise disposes of the subject NFT for any reason, this Owner Agreement, including, without limitation, the Owner License granted to Owner hereunder, will immediately terminate without the requirement of notice, and Owner will have no further rights in or to the subject NFT, Digital Art, or any Bonus(es).
‍

6.3. Termination for Transfer. Except for a Permitted Transfer effectuated in accordance with the terms of the Agreement, including, without limitation, Section 1.5 hereof, this Owner Agreement shall automatically terminate upon any purported transfer by the Owner. For clarity, any transfer of an NFT, other than a Permitted Transfer, terminates the Owner Agreement, including without limitation, the Owner License and Bonus in its entirety.
‍

6.4. Termination for Cause. Licensor may terminate this Owner Agreement for Owner’s material breach of any term of the Agreement by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the Owner first cures such breach, or effective immediately if the breach is not subject to cure.
‍

6.5. Effects of Termination. Upon termination of this Owner Agreement, Owner shall cease all use of the Digital Art and delete, destroy, or return all copies of the Digital Art in its possession or control. Owner acknowledges that any use of the Digital Art upon termination of the Owner License shall be deemed an intellectual property infringement. Any provision of this Owner Agreement that must survive to fulfill its essential purpose will survive termination or expiration.
‍

7. Miscellaneous.
‍

7.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
‍

7.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of the Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, pandemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, COVID-19 or any similar virus, disease and/or pandemic, as well as any private sector or governmental responses to any of the foregoing, or other causes beyond the performing party’s reasonable control.
‍

7.3. Assignment & Successors. This Owner Agreement is not assignable or transferable by Owner, except pursuant to a Permitted Transfer of ownership of an NFT to a Secondary Acquirer, in which case the terms and conditions hereof will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. Any purported assignment or transfer by Owner in violation of this Section 7.3 is null and void. 
‍

7.4. Severability. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of the Agreement invalid or otherwise unenforceable in any respect. If any provision of the Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the Agreement will continue in full force and effect.
‍

7.5. No Waiver. Neither party will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of the Agreement will constitute a waiver of any other breach of the Agreement.

‍

8. Binding Arbitration and Class-Action Waiver.

READ THIS PROVISION CAREFULLY—YOU (AS “OWNER”) ARE AGREEING TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, INCLUDING A CLASS-ACTION WAIVER AND JURY-TRIAL WAIVER.

‍

You (“Owner”) and Licensor hereby agree to resolve, by binding individual arbitration as provided below, all Disputes (including any related disputes involving Licensor, its subsidiaries, or its affiliates) except for any claim within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that apply there, as long as it is an individual dispute and not a class action. The term “Dispute” includes any claim, potential lawsuit, action, or other controversy, whether based on past, present, or future events, whether based in contract, tort, statute, or common law, between you and Licensor concerning the NFTs or this Owner Agreement and/or any dispute relating to the interpretation, applicability, or enforceability of these terms.

 

8.1. OWNER AND LICENSOR AGREE TO WAIVE CLASS ACTION PROCEDURES AS FOLLOWS: To the extent permitted by law, Licensor and Owner (you) agree that neither will not bring, join or participate in any class-action lawsuit, private attorney general action or other representative action as to any claim, dispute or controversy concerning Owner, Licensor or any of the Covered Parties. In case of breach of this provision, Owner and Licensor each agree to the entry of injunctive relief against themselves to stop such a lawsuit or to remove themselves as a participant in such a lawsuit. Owner further agrees to pay attorney's fees and court costs that any Covered Party incurs in seeking such injunctive relief. This agreement requiring binding arbitration and preventing bringing, joining or participating in class-action or representative lawsuits: (i) does not constitute a waiver of any right or remedy to pursue a claim individually in binding arbitration as provided herein; and (ii) is an independent agreement.

‍
Neither you nor Licensor will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which any party acts or proposes to act in a representative capacity. You and Licensor agree not to, and hereby expressly waive any right, to file a class action or seek relief on a class-wide or representative basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the applicable arbitrations or proceedings.  If this waiver of class or consolidated actions is deemed invalid or unenforceable, the binding arbitration obligations remain in force to the fullest extent permitted by law.
‍

8.2. BINDING ARBITRATION PROCESS AND RULES. If you and Licensor do not resolve a dispute by the initial informal meet-and-confer procedures described below or in small claims court, the dispute shall be resolved by binding arbitration. This Agreement concerns a transaction in interstate commerce, and therefore shall be governed by the United States Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, and provisions relating to the interpretation and enforcement of arbitration agreements.

‍
After the expiration of such thirty-day cure period, any demand for arbitration shall be filed with JAMS (www.jamsadr.com). The arbitration of any claim or dispute under this Agreement shall be conducted pursuant JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (www.jamsadr.com/consumer-minimum-standards/). If JAMS is unwilling or unable to administer an arbitration, the obligation to arbitrate shall survive and the parties shall meet-and-confer to select another arbitral forum.

‍

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms of Service are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

‍
If any provision of this Agreement is declared or found to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions shall remain fully enforceable. The preceding sentence does not apply to New Jersey residents or transactions.

‍
The rules of JAMS will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The arbitration will be conducted by a single, neutral arbitrator. Arbitration may be conducted in person, through the submission of documents, by phone or through video technology such as Zoom. Proceedings that cannot be conducted through the submission of documents, by phone, or video technology  will take place in the borough of Manhattan, New York, New York, provided, however, that if you can demonstrate that arbitration in New York would create an undue burden to you, the arbitrator may hold an in-person hearing in an area to be determined according to the rules of the arbitral forum. You and Licensor agree to submit to the exclusive jurisdiction of the federal or state courts located in the borough of Manhattan, New York, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to either party individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy such party’s individual claim.
‍

8.3. Small Claims Court. Subject to applicable jurisdictional requirements, you or Licensor may elect to pursue a Dispute in a local small claims court rather than through the informal dispute resolution process described below or arbitration, so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand, the other party may, in its sole discretion, inform the arbitral forum that it chooses to have the Dispute heard in small claims court.

 

8.4. Initial Informal Dispute Resolution.  In the event of a Dispute, you and Licensor agree to attempt to avoid the costs of arbitration or other formal dispute resolution by giving each party a full and fair opportunity to address and resolve the Dispute informally. Except for those Disputes eligible to be resolved in small claims court or relating to the ownership or enforcement of intellectual property rights, the claiming party must send to the other party a notice of a Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of a Dispute to NFT INT LLC, 6300 Sagewood Drive, Suite 427, Park City, UT 84098, Attention: Legal. If Licensor wishes to invoke any rights under this section, we will send any notices to you at the contact information we have available for you, which may include, if applicable, the contact information associated with your account. You and Licensor will attempt to resolve a Dispute through informal negotiation within thirty (30) days beginning from the date the notice of a Dispute is sent. This informal negotiation requires an individual meet-and-confer via telephone or videoconference that addresses the Dispute (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to individually participate. Licensor will participate in the Conference through one or more representatives, which may include legal counsel. After the end of the informal negotiation period and the completion of the Conference, you or Licensor may commence an arbitration proceeding regarding that claim. Each party agrees that a court may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

‍

8.5. Fees.  If we initiate an arbitration against you, we will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration, you will be responsible for the initial filing fee and other applicable fees to the extent required under the rules of the arbitral forum. If the arbitrator finds that the substance of any claim violates the requirements of Federal Rule of Civil Procedure 11, then to the extent permitted by law, the arbitrator shall have the same power to award sanctions, to either party as the case may be, consistent with that rule.
‍

8.6. Arbitration Agreement Survival.  This arbitration agreement will survive the termination of your relationship with Licensor, including any revocation of consent or other action by you to end your engagement with or use of any Licensor Products or any communication with us.

‍

8.7. Opt-out.  You may opt out of this arbitration agreement via mail. If you do so, neither party can force the other party to arbitrate. To opt out, you must notify us in writing no later than thirty (30) calendar days after first becoming subject to this arbitration agreement; otherwise you shall be bound to arbitrate Disputes on a non-class basis in accordance with this Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. Your opt-out notice must include your name and address, the email address you used to set up your Licensor account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement (and, if applicable, that you want to opt out of the class action waiver). You must mail your opt-out notice to NFT INT LLC, 6300 Sagewood Drive, Suite 427, Park City, UT 84098, Attention: Legal.

‍

8.8. WAIVER OF RIGHT TO A JURY TRIAL.  FOR PURPOSES OF ANY COURT PROCEEDINGS THAT MAY OCCUR DESPITE THE ARBITRATION PROVISIONS ABOVE, THE PARTIES AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE, AND NOT A JURY, AND THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY.  THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED AND SHALL NOT APPLY TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

‍

9. Miscellaneous.

‍

‍

9.1. Entire Agreement.  This Owner Agreement, together with the Site Terms and the documents referenced therein, sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

‍

If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.

‍

9.2. Amendment.  The Agreement may not be amended in any way except through a written agreement by authorized representatives of the Licensor and Owner.

‍

9.3. Headings.  All section headings and captions have been inserted for convenience only and shall not affect the interpretation of the Agreement.

‍

9.4. Drafting.  Each party providing Electronic Acceptance to the terms of the Agreement agrees that it has fully participated in the drafting of the Agreement and that no party shall be deemed to be the drafting party of the Agreement.

‍

9.5. Electronic Signatures.  Owner acknowledges and agrees that Owner accepts the Agreement via electronic means rather than via traditional handwritten signature (“Electronic Acceptance”). Owner acknowledges and agrees that by clicking on the submit button, or taking such other action as may be designated by Licensor as a means of accepting the Agreement, Owner is submitting a legally binding electronic signature and is entering into a legally binding contract. Owner acknowledges that Owner’s electronic submission constitutes Owner’s agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) and other similar state and federal statutes, OWNER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE AND/OR ANY OTHER ONLINE PLATFORMS AND/OR SERVICES OPERATED BY LICENSOR. Further, Owner hereby waives any rights and/or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Owner acknowledges and agrees that it has the ability to print information delivered to Owner electronically, or otherwise knows how to store that information in a way that ensures that it remains accessible to Owner in unchanged form.

‍

‍

Last Updated: August 16, 2024