NFT Terms & Conditions
Fox Ellis Agency, LLC. NFT Terms and Conditions
Last Updated: May 11, 2021
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1. Definitions.
“Art” means any art, design, and drawings that may be associated with an NFT that you Own.
“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 for which you successfully provided the highest bid.
"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 or ERC-1155 standard.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
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2. Ownership.
You acknowledge and agree that Fox Ellis Agency, LLC (“FE”) (or, as applicable, its licensors, such as athletes and/or celebrities) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms & Conditions (“T&Cs”) below. FE and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these T&Cs.
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3. T&Cs.
(a) Subject to your continued compliance with these T&Cs, FE grants you a worldwide, non-exclusive, non-transferable, royalty-free license to display the Art for your Licensed NFTs, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Licensed NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Licensed NFTs 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 Licensed NFT leaves the website/application. As it relates to the preceding rights, you shall be considered to control the Licensed Rights.
(b) To the extent that you are the licensee of one of the Licensed NTFs on May 15, 2021, you shall be entitled to receive the gifts described in the NFT offering. To redeem the offer for these tickets, you must follow all instructions presented to you after the completion of the auction. These tickets are non-transferable and you, the owner of the NFT, must be one of the parties attending the event. The ticket holders must be at least 21 years of age to attend the (EVENT). Flight, transportation, lodging not included. The tickets are further conditioned upon all terms and conditions associated with the use of those tickets, including but not limited to Covid-19 rules, security provisions and restrictions to your attending such events.
4. Restrictions.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without FE’s express prior written consent in each case: (i) modify the Art for your Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Licensed NFTs to advertise, market, or sell any third party product or service; (iii) use the Art for your Licensed NFTs 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; (iv) use the Art for your Licensed NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Licensed NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Licensed NFTs; or (vii) otherwise utilize the Art for your Licensed NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Licensed NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other individual or company), you understand and agree as follows: (w) 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; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, FE may need to pass through additional restrictions on your ability to use the Art; and (y) to the extent that FE informs you of such additional restrictions in writing (email is permissible), 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 these T&Cs. The restriction in Section 4 will survive the expiration or termination of these T&Cs.
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5. Termination of T&Cs Upon Transfer of Licensed NFT. The license granted in Section 3 above applies only to the extent that you continue to own the applicable Licensed NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Licensed NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.
6. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILIITY. AS USED HEREIN THE PHRASE “FE PARTIES” MEANS FOX ELLIS AGENCY, LLC, ITS DIRECT AND INDIRECT PRESENT AND FUTURE PARENT, SUBSIDIARY AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE VENDORS AND LICENSORS. 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 FOX ELLIS AGENCY 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 FOX ELLIS AGENCY PARTIES 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 NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHEHER 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, THE FOX ELLIS AGENCY PARTIES’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO FOX ELLIS AGENCY FOR THE APPLICABLE LICENSED NFT. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. PLEASE BE AWARE THAT THIS LIMITATION OF LIABILITY PROVISION APPLIES TO NEW HAMPSHIRE RESIDENTS (AND RESIDENTS OF ANY OTHER STATES, TERRITORIES, AND/OR JURISDICTION).
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7. ASSUMPTION OF RISK. You agree as follows: (A) To the extent a there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Licensed NFTs, and there is no guarantee Licensed NFTs will have or retain any value; (B) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, and the FE Parties will not be responsible for any of these, however caused; (C) the FE Parties do not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time; (D) upgrades to the Ethereum or any other platform, a hard fork in the Ethereum or any other platform, a failure or cessation of Ethereum or any other, or a change in how transactions are confirmed on the Ethereum or any other platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (E) NFTs are made available solely for entertainment purposes; (F) the FE Parties are not responsible for any transaction between you and a third party (e.g., your purchase of a Licensed NFT from a third party on the so-called “secondary market”), and the FE Parties shall have no liability in connection with any such transaction.
8. Governing Law.
These T&Cs and all matters related to them and/or any NFTs shall be governed by, construed, and enforced in accordance with the laws of the State of New Hampshire, as they are applied to agreements entered into and to be performed entirely within New Hampshire and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any action related to these T&Cs and/or any NFT shall be brought in the appropriate state or federal court located in New Hampshire; and you and FE both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New Hampshire for the adjudication of all claims.
9. Changes to these T&Cs. We may make changes to these T&Cs from time to time. When we make changes, we will make the updated T&Cs available on FE’s website and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these T&Cs periodically for changes. Any changes to the T&Cs will apply on the date that they are made and, by way of example, your continued access to or use of the Art after the T&Cs have been updated will constitute your binding acceptance of the updates.