End User License Agreement
Last Updated: October 2022
This End User License Agreement (this “EULA”) is a legal agreement between you (either as an individual or on behalf of an entity) and Viacom International Inc. (“Licensor” “we,” “us” or “our”) that describes the limited license to the Licensor Digital Content (as defined in Section 5 below) associated with the Licensor Digital Collectible (as defined in Section 1 below) that is linked to this EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, DO NOT BUY, SELL, COLLECT, HOLD, TRADE, SWAP, TRANSFER, CONSENT TO RECEIVE OR DISPLAY THE LICENSOR DIGITAL COLLECTIBLE.
This EULA does not (i) govern any marketplace on which the Licensor Digital Collectible is first made available for sale, including without limitation the NFT platform that is owned and operated by Awesimo, a division of Project Admission (“AWESIMO”) and subject to AWESIMO’s Terms and Conditions (which are also linked to the Licensor Digital Collectible) or (ii) otherwise govern any transaction that is effectuated on an Approved Blockchain (as defined in Section 5 below) when you purchase or offer to purchase or transfer the Licensor Digital Collectible, including through any related technologies, websites, services, tools, applications, smart contracts or otherwise, which are provided by various third parties, including AWESIMO, and governed by and subject to the terms of service, terms of use, or equivalent provided by such third parties (including AWESIMO’s Terms and Conditions where applicable); provided that in the event of any conflict between such terms and this EULA with respect to the matters governed hereby, the terms of this EULA will control as between you and Licensor or any of its Affiliates.
THIS EULA IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY.
WE WANT TO LET YOU KNOW THAT THIS EULA INCLUDES AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. ACCORDINGLY, YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND, WITH LIMITED EXCEPTIONS, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE CAREFULLY READ THE “Dispute Resolution; Arbitration; Waiver of Certain Rights, Including Class Actions” SECTION OF THIS EULA (SEE SECTION 2 BELOW).
1. Agreement
By buying, selling, collecting, holding, trading, swapping, transferring, receiving or displaying the Licensor Digital Collectible, you accept and agree to be bound by the terms of this EULA. “Licensor Digital Collectible” means a non-fungible token minted by or on behalf of AWESIMO and existing on a currently Approved Blockchain (as defined in Section 5 below), which non-fungible token (a) is specifically associated with one or more pieces of Licensor Digital Content (as defined in Section 5 below), subject always to the limited license granted pursuant to this EULA and the other terms and conditions hereof, and (b) includes an embedded link to AWESIMO’s Terms and Conditions and this EULA. For instance (and non-exhaustively), a Licensor Digital Collectible may be in the form of video or audio clips, digital stills or photographs, digital stickers, digital art, digital excerpts of scripts, digital movie posters, digital trading cards, digital figurines or vehicles, or include an element of functionality based on or incorporating elements of Licensor Digital Content.
2. Dispute Resolution; Arbitration Agreement; Waiver of Certain Rights, Including Class Actions
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN OF YOUR RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JUDICIAL ARBITRATION AND Mediation Services (“JAMS”) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN YOU AND US OR ANY OF OUR AFFILIATES THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU AGREE TO WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS.
If you have any dispute with or claim against us or any of our Affiliates, or if we have a dispute with or claim against you, in either case arising out of or relating to this EULA, the Licensor Digital Collectible or any Licensor Digital Content associated therewith (a “Claim”), and the Claim is not resolved by contacting our Customer Service department at nftsupport@paramount.com, you and we each agree to attempt to resolve such Claim first through informal negotiation. If we do not resolve the Claim through informal negotiation, the Claim shall be resolved through binding arbitration or an individual action in small claims court in the U.S. county (or parish) of your residence or in Manhattan, New York. If neither of us chooses to resolve the Claim in small claims court, or the small claims court determines that it lacks jurisdiction to resolve the Claim, the Claim must be resolved solely and exclusively by binding arbitration. Class arbitrations and class actions are not permitted under any circumstances. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a class action or class arbitration. This Section 2 shall survive termination of this EULA or any Licensor Digital Collectible in your Possession.
Before you or we commence an arbitration or file a small claims court action with respect to a Claim, you must first send to Licensor a written notice of your Claim or we must send a written notice of our Claim to you (each, a “Notice”). Your Notice must (1) be sent by certified mail; (2) be addressed to: Paramount Global, Attn: Legal Department, NFT Claims, 1515 Broadway, New York, NY 10036; (3) describe the nature of your Claim; and (4) specify the damages or other relief you seek. If we and you do not then resolve the Claim within thirty (30) days after you receive a notice of receipt of the Claim, or within thirty (30) days after we send you a Notice of our Claim (if applicable), either you or we may commence an arbitration or file a small claims court action to resolve the Claim.
Any such arbitration shall be administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, as modified by the JAMS Consumer Arbitration Minimum Standards (the “JAMS Rules”). Contact information for JAMS, as well as copies of the JAMS Rules and applicable forms, are available at http://www.jamsadr.com. In circumstances in which the JAMS Rules provide for an in-person hearing, such hearing will take place in the U.S. county (or parish) of your residence, or otherwise in Manhattan, New York. Payment of the parties’ costs and fees owed to JAMS will be determined by the JAMS Rules and fee schedule, and will be subject to any limitations on the costs and fees owed by you under the JAMS Consumer Arbitration Minimum Standards. You and we agree that, under JAMS Comprehensive Rule 6(e), any arbitration commenced by you or by us shall be consolidated with any other arbitration(s) submitted to JAMS if and only if the arbitrations: (a) involve the same legal claims or causes of action; (b) involve common issues of fact and law; (c) were filed by the same attorney(s) or law firm; and (d) are at a similar procedural stage. However, class or representative arbitrations are not permitted under any circumstances.
3. Governing Law
This EULA and all matters arising from or related to it, the corresponding Licensor Digital Collectible or any Licensor Digital Content associated therewith will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if applicable. With respect to any disputes or claims not subject to arbitration or that cannot be heard in small claims court (as set forth in Section 2, above), you agree to exclusive jurisdiction in the federal or state courts located in Manhattan, New York, and you consent to personal jurisdiction and venue in these courts.
4. Risk Disclosure
The Licensor Digital Collectible is solely provided for your personal, entertainment, aesthetic, and non-commercial purpose. There are inherent risks in buying, selling, collecting, holding, trading, swapping, transferring or receiving non-fungible tokens for speculative, commercial or investment purposes. You should not buy the Licensor Digital Collectible unless you are prepared to sustain a total loss of any value it might possibly hold, nominally or otherwise, including sunk fees and transaction costs.
Neither Licensor nor any of its Affiliates bears any responsibility for any losses you might incur as a result of buying, selling, collecting, holding, trading, swapping, transferring, receiving or displaying the Licensor Digital Collectible.
5. Definitions; Related Information
“Approved Blockchain” means MATIC/Polygon.
“Licensor Digital Content” means the audio, visual, photographic or audiovisual representation of one or more elements of the Intellectual Property of Licensor (whether its own, its Affiliates’, or licensed from a third-party rights holder) that are selected and approved by Licensor as associated content with respect to the Licensor Digital Collectible. For instance, the Intellectual Property of Licensor may include elements of its TV, film, music, art, and other entertainment properties and content. For the avoidance of doubt, as between you and us all Licensor Digital Content is the Intellectual Property of Licensor.
“Intellectual Property” or “Intellectual Property Rights” means any works of authorship, copyrights, moral rights, trademarks, service marks, trade names, goodwill, trade secrets, know-how, patents, designs, algorithms, and other proprietary rights, and any and all rights in or associated with any of the foregoing, recognized in any country or jurisdiction in the world.
“Affiliate” means any entity, directly or indirectly, either now or in the future, controlled by Paramount Global (or any successor thereto with respect to any of the rights granted hereby). Under this definition, “control” means possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of management and policies of an entity, whether through ownership of voting securities or otherwise.
“Applicable Law” means all applicable local, state, provincial, regional, territorial, national, and international laws, rules, regulations, codes, treaties, and regulations (including without limitation anti-money laundering laws, tax laws, IP laws, data privacy laws, securities laws and anti-corruption laws (such as the United States Foreign Corrupt Practices Act, the United Kingdom’s Bribery Act 2010, and any other equivalent laws)), now or hereafter in existence.
6. Ownership
You acknowledge, understand, and agree that Licensor (or, as applicable, its Affiliate or a third-party rights holder) owns all legal right, title, and interest in and to the Licensor Digital Content and all Intellectual Property Rights therein. The rights that you have in the Licensor Digital Content associated with the Licensor Digital Collectible are limited to those described in this EULA. Licensor reserves all rights in and to all Licensor Digital Content, in each case together with all Intellectual Property Rights therein, not expressly granted to you in this EULA. Without limiting the foregoing, and for the avoidance of doubt, your ownership, possession, or control of the Licensor Digital Collectible does not provide you any ownership, copyright, title, or similar interest in any corresponding Licensor Digital Content.
7. Limited License; Termination
While you may Possess the Licensor Digital Collectible associated with one or more pieces of Licensor Digital Content, the associated Licensor Digital Content is licensed, not sold. “Possess” or “Possession” means, with respect to the Licensor Digital Collectible, the underlying non-fungible token that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the Approved Blockchain, and that is in all respects in compliance with this EULA.
Subject to your continued compliance with the terms of this EULA, Licensor grants you, to the extent of Licensor’s rights in and to the Licensor Digital Content, a worldwide limited, non-exclusive, revocable, non-sublicensable, non-transferable, royalty-free license to view and display the Licensor Digital Content for the corresponding Licensor Digital Collectible, solely for the following purposes: (a) for your own personal, non-commercial use, and (b) as part of the following marketplaces (which includes your right to sell the Licensor Digital Collectible itself subject to this EULA and all applicable third party terms of service, terms of use, or equivalent): (i) the AWESIMO NFT platform, and (ii) other Compliant Third-Party Markets. “Compliant Third-Party Markets” means any third-party marketplace that permits the purchase and sale of the Licensor Digital Collectible, provided that such marketplace (A) cryptographically verifies and records on the Approved Blockchain each purchaser’s ownership of the underlying non-fungible token and the corresponding rights to access and display any Licensor Digital Content associated therewith to ensure that only the actual purchaser can display and sell the Licensor Digital Collectible, and (B) includes the smart contract included with the Licensor Digital Collectible, which includes an embedded link to AWESIMO’s Terms of Conditions and this EULA.
The license granted in this Section 7 applies only to the extent you continue to Possess the Licensor Digital Collectible. If at any time you sell, trade, donate, give away, transfer, swap, or otherwise dispose of the Licensor Digital Collectible for any reason, your license with respect to the Licensor Digital Content associated therewith will automatically and immediately terminate and expire, without the requirement of notice or need for any further action on the part of Licensor, and you will have no further rights in or to the Licensor Digital Collectible or any Licensor Digital Content associated therewith.
8. Restrictions; Deletion
You agree that you will not, nor permit any third party to, do or attempt to do any of the following: (a) modify or create a derivative work of the Licensor Digital Collectible or any corresponding Licensor Digital Content in any way, including without limitation the shapes, designs, drawings, attributes, color schemes, or other audio, visual, photographic or audiovisual representations of one or more elements of the Licensor Digital Content associated with the Licensor Digital Collectible; (b) use the Licensor Digital Collectible or any Licensor Digital Content, or any name, likeness, image or persona of any individual or character associated therewith (“Persona”), to advertise, promote, market, or sell any business, product or service or in any manner that may imply endorsement of any business, message, product or service; (c) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), commercialize merchandise that includes, contains, or consists of the Licensor Digital Collectible or any Licensor Digital Content (or any Persona or Licensor Intellectual Property contained therein), or otherwise utilize the Licensor Digital Collectible or any Licensor Digital Content or any Persona for your or any third party’s commercial benefit (other than your right to sell the Licensor Digital Collectible itself in compliance with this EULA and all applicable third party terms of service, terms of use, or equivalent); (d) use the Licensor Digital Collectible or any Licensor Digital Content or any Persona in movies, videos, or any other forms of media, including without limitation the creation or minting of any new non-fungible tokens (provided that the foregoing shall not restrict your right to link the Licensor Digital Collectible to your social media accounts as a verified profile picture (or PFP) to the extent that such social media platform is able to verify and authenticate your ownership of the underlying non-fungible token for so long as you Possess such Licensor Digital Collectible); (e) attempt to trademark, copyright, or otherwise acquire any Intellectual Property Rights in or to the Licensor Digital Collectible or any Licensor Digital Content; (f) use the Licensor Digital Collectible or any Licensor Digital Content or any Persona in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, pornographic material, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or be reasonably likely to harm Licensor’s (or any of its Affiliates’, licensors’ or third-party rights holders’) names, brands, content or reputation; (g) use the Licensor Digital Collectible or any Licensor Digital Content or any Persona in connection with any unlawful business practices or in any violation or contravention of, or noncompliance with, Applicable Law; (h) otherwise utilize the Licensor Digital Content or any Persona for your or any third party’s commercial benefit or personal gain (e.g. crowd-funding or similar activities); (i) create, sell, or attempt to create or sell, fractionalized interests in the Licensor Digital Collectible or the corresponding Licensor Digital Content; or (j) separate, unlink, or decouple the Licensor Digital Content or any Persona from the Licensor Digital Collectible with which it is associated. Further, you will not take any action to interfere with, circumvent, disable or otherwise obstruct any security features or other digital rights management functions associated with the Licensor Digital Content or any Licensor Digital Collectible or reverse engineer or take any other action that may affect the technology associated therewith.
If you violate or fail to comply with any terms of this EULA, you acknowledge and agree that: (i) you are in breach of this EULA; (ii) in addition to any remedies available to Licensor at law or in equity, Licensor may immediately terminate this EULA, including disabling access to any Licensor Digital Content associated with the Licensor Digital Collectible and/or deleting (“burning”) the Licensor Digital Collectible in your Possession, without the requirement of notice, and without liability or penalty; and (iii) you will be responsible to reimburse Licensor for any costs and expenses incurred by Licensor during the course of enforcing the terms of this EULA against you.
9. General Terms
You may access, download, buy, sell, collect, hold, trade, swap, transfer, receive or display the Licensor Digital Collectible, only if you are able to form a binding contract with us, and only as permitted by Applicable Law. You are not allowed to access, download, buy, sell, collect, hold, trade, swap, transfer, receive or display the Licensor Digital Collectible, if you are a person under the age of eighteen (18).
Please note that the Licensor Digital Collectible and the Licensor Digital Content associated therewith may cover a wide range of art and subject matter, are generally uncensored, and may contain audiovisual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Licensor Digital Collectible or corresponding Licensor Digital Content that you think are or may be inappropriate.
10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE LICENSOR DIGITAL COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON A BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES OR A “SECURITY” OR “INVESTMENT CONTRACT” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE , UNDER ANY OTHER JURISDICTION OR UNDER ANY OTHER APPLICABLE LAW, NOR ARE THE LICENSOR DIGITAL COLLECTIBLES SUBJECT TO REGULATION UNDER THE FEDERAL SECURITIES LAWS, INCLUDING 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, UNDER ANY OTHER JURISDICTION OR UNDER ANY OTHER APPLICABLE LAW. ALL SMART CONTRACTS ARE ON AND ALL TRANSFERS OF THE LICENSOR DIGITAL COLLECTIBLES ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN. LICENSOR HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL LICENSOR DIGITAL COLLECTIBLES AND LICENSOR DIGITAL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. LICENSOR AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSOR DIGITAL COLLECTIBLES, LICENSOR DIGITAL CONTENT, OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, EXTERNAL WEBSITES, OR SECONDARY SALES OF OR SECONDARY MARKETS FOR THE LICENSOR DIGITAL COLLECTIBLES), INCLUDING IMPLIED COVENANTS OR WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY (INCLUDING OF METADATA), RELIABILITY, ACCESSIBILITY, AVAILABILITY OR UNINTERRUPTED SERVICE, HARDWARE OR SOFTWARE COMPATIBILITY, CYBERSECURITY OF ANY KIND, INCLUDING DATA BREACH OR FREEDOM FROM DEFECTS, BUGS, ERRORS, HARMFUL OR MALICIOUS CODE, OR ANY RESPONSIBILITY, DUTY OR OBLIGATION TO UPGRADE, REPAIR OR REPLACE ANY PRODUCTS OR SERVICES, IN WHOLE OR IN PART.
IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES 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, DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY SERVICES, PRODUCTS, SOFTWARE OR TECHNOLOGY RELATED TO ANY OF THE LICENSOR DIGITAL COLLECTIBLES OR LICENSOR DIGITAL CONTENT.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL LICENSOR OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THIS END USER LICENSE AGREEMENT, THE LICENSOR DIGITAL COLLECTIBLES, OR ANY LICENSOR DIGITAL CONTENT (EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF LICENSOR OR ANY OF ITS AFFILIATES EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11. Assumption of Risk
The Licensor Digital Collectibles are based on novel, experimental, and rapidly evolving technologies. There is, therefore, substantial and significant uncertainty regarding the operation, effects, and risks thereof, and the application of existing law thereto.
You acknowledge and agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including any Licensor Digital Collectible, and (iii) there is no guarantee that any Licensor Digital Collectible will have or retain any value; (b) the Licensor Digital Collectible may materially diminish in value as a result of a variety of events, including negative publicity associated with Licensor or its Affiliates or any Licensor Digital Content; (c) the use of Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) inherently includes the risk of hardware, software or Internet (or any supporting systems or technology) malfunction or failure, the risk of erroneous, harmful or malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere; (d) neither Licensor nor any of its Affiliates makes any promises or guarantees about the availability of any Licensor Digital Collectible or that it or AWESIMO or any other third party will host your or any other Licensor Digital Collectible at any specific location or for any specific period of time; (e) upgrades to an applicable blockchain, a hard fork or other change to the blockchain, a failure or cessation of the blockchain or its underlying cryptocurrency, or a change in how transactions are confirmed on the blockchain may have unintended consequences and adverse effects on all blockchains using those or similar technologies, including those relevant to any Licensor Digital Collectible; (f) the risk of losing access to the Licensor Digital Collectible due to loss of your private key(s), or custodial or transactional error; (g) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties; (h) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens, and their taxation, and new regulations, policies or unfavorable regulatory intervention in one or more jurisdictions, any of which may materially adversely affect the use and value of the Licensor Digital Collectible; (i) the taxation of any of your Licensor Digital Collectible-related transactions; (j) the risks of engaging in any transactions relating to any Licensor Digital Collectible with third parties; and (k) cryptographic risks, where (as cryptography is a progressing field) advances in code cracking or technical advances such as the development of quantum computers may present risks to the Licensor Digital Collectible, including the theft, loss or inaccessibility thereof. Licensor and its Affiliates expressly disclaim any responsibility for all such risks.
You also acknowledge and agree that you have obtained sufficient information to make an informed decision regarding the Licensor Digital Collectible and you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
12. International Use
If you are located outside of the United States, you agree to ensure that your access to and use of the Licensor Digital Collectible complies with all Applicable Laws, including any laws and regulations governing the import or export of data, goods, services or software.
You must not access, use or transfer the Licensor Digital Collectible, whether on your own behalf or on behalf, or for the benefit, of any other person or entity, if any Applicable Laws prohibit you or such other person or entity from receiving products or services originating from the United States, or if you or such other person or entity are a person or entity with whom transactions are prohibited under economic or trade sanctions administered or enforced by any relevant sanctions authority including, without limitation, (i) the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department of Commerce, and the U.S. Department of State, (ii) the United Nations Security Council, (iii) the European Union, or (iv) Her Majesty’s Treasury of the United Kingdom.
13. Changes to this Agreement
Our business changes with time, and the terms of this EULA will change also. We reserve the right to change these terms, including the right to change, modify, add or remove any part of these terms, without prior notice, at any time in our sole discretion. Any changes to this EULA will apply on the date they are made (as specified at the beginning of this EULA). By way of example, your continued access to or use of the Licensor Digital Collectible after the EULA has been updated is conditioned upon and constitutes your binding acceptance of the updates. A link to Licensor’s then applicable EULA is embedded in the Licensor Digital Collectible.
Licensor will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to this EULA, including any loss of the ability to use any website, applications, services, products, offerings, or any other aspect of the Licensor Digital Collectible, including any impact on the risk factors identified in Section 11 above.
14. Indemnity
You will release, defend, indemnify, and hold Licensor, its Affiliates, licensors (including any third-party rights holders), and each of their respective officers, directors, employees, representatives, agents, attorneys, consumers, customers, and predecessors and successors harmless from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorney’s fees) arising from or relating to this EULA, the Licensor Digital Collectible or any Licensor Digital Content, whether brought by you or a third party. This indemnity will be applicable regardless of the willful misconduct, deliberate default, gross negligence or negligence of any party, including any indemnitee. Licensor reserves the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of the claims. As an indemnitor, you will not settle any claim without Licensor’s prior written consent.
15. Taxes
You are solely responsible for paying any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority arising from or related to your Possession or any use, including any transaction whatsoever, of the Licensor Digital Collectible. You are responsible for determining what, if any, taxes apply due to such uses or transactions, and you are responsible for reporting and remitting the correct tax to the appropriate tax authority.
16. Entire Agreement; Miscellaneous; Survival
This EULA is the entire agreement between you and Licensor, and supersedes any prior understandings or agreements (written or oral) as between you and Licensor or any of its Affiliates with respect to the Licensor Digital Collectible and any corresponding Licensor Digital Content. Without limiting the foregoing, in the event of a conflict between this EULA and any applicable terms of use governing any marketplace, platforms, or distribution channels on which you purchased the Licensor Digital Collectible, this EULA will control as between you and Licensor or any of its Affiliates. If any portion of this EULA is held to be unenforceable, the unenforceable portion will be construed in accordance with Applicable Laws to the greatest extent possible to reflect the original intentions of the parties, and the remaining terms and conditions contained herein shall remain in full force and effect. Licensor’s failure to insist on or enforce strict performance of any provision of the terms of this EULA will not be construed as a waiver of any provision, right or remedy.
The terms of this EULA will be binding on your successors and assigns. The terms of this EULA, and all rights granted to or reserved by us under these terms, will benefit and be enforceable by our successors and assigns.
Except as otherwise expressly provided herein, there are no third-party beneficiaries to this EULA.
The obligations in this EULA (including any subsequent updates) will remain binding and in effect as long as you are in Possession of the Licensor Digital Collectible. The obligations in this EULA (including any subsequent updates) that are intended by their terms to survive the suspension, discontinuation, expiration or termination of any aspect of the Licensor Digital Collectible in your Possession, shall so survive, including Sections 1-4, 5, 6, 8-11 and 14-16.