TERMS OF LICENSE: GAMECHANGERS ART
Terms of license.
Gamechangers Role Models
Digital Collectible Terms
Updated: April 17, 2022
These Digital Collectible Terms (“Terms”) set forth the terms and conditions applicable to Digital Collectibles (as defined below) made available by Gamechangers [. ]. (“Gamechangers”) by any means, whether through one or more websites, mobile applications or other platforms (“Platform”) operated by Gamechangers or by “airdrop” or other delivery mechanism. By acquiring, accepting, using or transferring any non fungible blockchain-based digital token (“NFT”) made available by Gamechangers, or by using any related Digital Collectible or Related Content for any purpose, you agree to be bound by these Terms.
1. Digital Collectibles
Each NFT made available by Gamechangers is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”). Related Content is separate from the associated NFT and is not sold or otherwise transferred to you, but is instead licensed to you as set forth in these Terms. A “Digital Collectible” consists of the applicable NFT and the license rights granted pursuant to these Terms with respect to the Related Content.
2. General License
Subject to your compliance with these Terms, for as long as you own the applicable NFT, Gamechangers grants you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by Gamechangers in any Related Content to display and perform the Related Content for non-commercial, personal use.
3. Licenses Applicable Only to Specific Digital Collectibles
1. Third Party Rights Owners
If the description of the applicable Digital Collectible that is embedded in the metadata for the applicable NFT (“Embedded Description”) expressly states that all or any portion of the Related Content for that Digital Collectible is owned and directly licensed to you by a person or entity other than Gamechangers (a “Third Party Rights Owner”) then such Third Party Rights Owner, not Gamechangers, grants you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by the Third Party Rights Owner in the applicable Related Content to display and perform the Related Content for non commercial, personal use. Gamechangers or any applicable Third Party Rights Owner may be referred to herein as a “Rights Owner”.
2. Commercial Use License Eligibility
If the Embedded Description expressly states that commercial use rights may be obtained for that the particular Digital Collectible, you are eligible to obtain a license to use the Related Content associated with that Digital Collectible for limited commercial use pursuant to the then-current terms made available by Gamechangers (the “Commercial Use License”). In order to obtain the Commercial Use License you must follow the relevant steps and agree to the relevant terms and conditions for the Commercial Use License. For avoidance of doubt, no Commercial Use License is granted pursuant to these Terms.
4. No Other Licenses
Section 2 and, if and as applicable, Section 3 set forth all of your license rights hereunder with respect to any Related Content. There are no other license rights, whether express or implied, with respect to any of the Related Content, Modified Content or any derivative works thereof, and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by the applicable Rights Owner. This is true even if exercise of any license rights granted herein would be prevented, frustrated or impaired without such a license. Without limiting the foregoing, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
a. Exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit or commercial gain of any kind to you or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
b. Copy any Related Content (other than temporary copies stored in short term memory on your device for purposes of displaying or performing the Related Content on your device), store any Related Content on any device or computer owned or controlled by you, or modify or create any derivative works of any Related Content except solely as expressly permitted pursuant to the license grant in Section 3.2 with respect to Related Content associated with Modifiable Digital Collectibles;
c. Grant any sublicense of any license rights herein;
d. Delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Related Content;
e. Exercise any license rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Gamechangers at its discretion;
f. Reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or
g. Use any Related Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
5. Proprietary Rights
The Rights Owners retain all right, title and interest in the Related Content and all copyright or other intellectual property rights in any Related Content. Except for the license rights expressly granted in Sections 2 or 3 above, you do not have and will not have any right, title or interest in or to any Related Content. Without limiting the foregoing, the Related Content may include trade names, brands, logos, trademarks, names, likenesses, images or other personal characteristics of persons or characters (“Embedded IP”). Your use of such Embedded IP is limited to use in connection with the exercise of your license rights under these Terms and subject to all limitations set forth herein and any other restrictions that Gamechangers may inform you of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any goodwill generated by such use, will inure to the benefit of Gamechangers and its Affiliates. An “Affiliate” of Gamechangers is any entity that controls, is controlled by or is under common control with Gamechangers whether now or in the future, and where “control” means ownership of 50% or more of the shares or other ownership interest of an entity or the ability to direct the management or policies of an entity.
You understand that Gamechangers, Third Party Rights Owners and their respective Affiliates will continue to further modify and develop on any Related Content and may create works of authorship similar or identical to Modified Works created by you. On behalf of yourself and your heirs, successors and assigns, you irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that you may have in any Modified Work against:
a. Gamechangers, any Third Party Rights Owner, any Affiliate of Gamechangers or any Third Party Rights Owner or any of their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensees, distributors, resellers, or business partners;
b. Any customers of any of the foregoing; or
c. Any successor or assign of any of the foregoing.
8. Prohibitions on Fractionalization
You will not:
a. Create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible;
b. Separate, unlink or decouple the Related Content from the NFT with which it is associated to form the
Digital Collectible, or
c. Use any Related Content or Modified Content to create, sell or attempt to create or sell any new cryptographic token.
To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Digital Collectible, you may transfer the NFT to a third party, provided that the following conditions are met:
a. Such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT;
b. Such transfer must comply with
i. Any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and
ii. Any applicable laws, regulations, regulatory guidance, and rules;
c. Prior to such sale or other transfer, you must
i. Provide written notice to the would-be transferee that such transferee’s exercise of the license rights included as part of the Digital Collectible will be conditional upon such transferee agreeing to be bound by these Terms, and
ii. Ensure that such transferee is provided with an opportunity to review these Terms; and
d. After such transfer, your right to display and perform the Related Content and all other license rights under these Terms and, if applicable, any Commercial Use License will immediately terminate (without the requirement of notice).
8. Transfer Fee
Upon transfer of any NFT, in consideration of the transfer of the license rights set forth in these Terms, the ongoing hosting of any Related Content and any other services related to the transfer of the NFT and administration of the associated Digital Collectible, you will pay (or caused to be paid) to Gamechangers a fee in an amount calculated by multiplying the total amount paid by the acquirer for the NFT (without any deductions of any kind) by the percentage applicable to the NFT specified on the NFT marketplace platform. If the platform or service used to facilitate the transfer captures and pays the full amount of the Transfer Fee directly to Gamechangers then you will have no obligation to pay any additional amounts. You will pay any and all transaction fees, payment transfer fees and taxes (other than taxes on Gamechangers’ net income) associated with the transfer and will not deduct any such amounts from the amount paid to Gamechangers as the Transfer Fee. All amounts owed hereunder will be paid in US Dollars or in a cryptocurrency acceptable to Gamechangers and will be paid to the account or digital wallet designated by Gamechangers. If you have any questions about how to pay the Transfer Fee or where to send a payment, contact Gamechangers at email@example.com.
9. Digital Collectible Not A Security
THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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.
10. Compliance with Marketing Guidelines
You will comply with any NFT issuance or marketing policy that Gamechangers may provide to you or post at https://gamechangenft.com/ as updated from time to time.
11. Additional Benefits
From time to time at their discretion, Gamechangers or third parties may make additional content, physical items or other benefits available to the holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of Gamechangers or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Gamechangers as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item. Unless otherwise agreed pursuant to a binding agreement between you and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason, including without limitation upon transfer by you of the applicable NFT or termination of any license rights pursuant to Section 19 of these Terms.
12. Third Party Infrastructure and Services
Gamechangers will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with:
a. Any blockchain or related technology;
b. Any digital wallet, hardware wallet, MetaMask technology, similar technology or related service;
c. The transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT;
d. Any marketplace or other platform for buying, selling or transferring any NFT other than the Platform;
e. Any platform or service provided by any third party or any technology related thereto;
f. Any Modified Content or Additional Benefit provided by any third party, or any terms or conditions
applicable to any such Modified Content or Additional Benefit;
g. Any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware; or
h. Any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by Gamechangers.
You will indemnify and hold harmless, and at Gamechangers’ request defend, Gamechangers and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with:
a. Any breach of these Terms or unauthorized use of any Related Content;
b. Your ownership or transfer of any NFT, or
c. Exercise of any license rights hereunder by you.
14. Disclaimer of Warranties
Gamechangers, third party rights owners, and their respective Affiliates make Digital Collectibles, NFTs and Related Content, as well as any Additional Benefit that any of them OR ANY THIRD PARTY may provide, available “AS IS”, “WHERE IS” and expressly disclaim any and all representations or warranties of any kind, express or implied, including, without limitation, any warranties of title, non-infringement, merchantability, or fitness for a particular purpose and any warranties arising from course of performance, course of dealing or usage in trade.
15. Disclaimer of Damages
In no event will Gamechangers, any third party rights owner or their respective Affiliates be liable for any indirect, incidental, consequential, or other non-direct damages of any kind or for any special, punitive or similar damages.
16. Limitation of Liability
The maximum aggregate liability of Gamechangers, any third party rights owner and their respective Affiliates for all damages and causes of action, whether in contract, tort (including negligence) or otherwise, shall be $100.
17. Termination of License Rights
In addition to any other rights and remedies to which Gamechangers may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Related Content and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice. Upon termination of your license rights you will immediately cease all use of any Related Content. Gamechangers may disable MetaMask or similar functionality for the affected Related Content, prohibit any platform or service from retrieving or rendering any such Related Content in connection with the services they provide and take other steps to prevent unauthorized use of any Related Content. Gamechangers will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
18. Additional Terms
These Terms supplement any additional terms and conditions in any information or materials provided with any Related Content or Additional Benefit (“Additional Terms”). In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and Gamechangers or any other Rights Owner with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Gamechangers relating to the NFT, Related Content or Digital Collectible.
19. Governing Law and Jurisdiction
These Terms will be construed in accordance with the laws of the Netherlands as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. All disputes relating to these Terms will be brought solely in the state or federal courts located in Amsterdam and you hereby consent to the exclusive jurisdiction of such court and waive any defense of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.
These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and Gamechangers. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of Gamechangers to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of Gamechangers’ right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms(including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.