NFT Owner License
This “Owner License” is by and between Sports Bet Collective Inc. d/b/a Preediction (“Licensor”) and the individual or entity that owns the Digital Asset (as defined below) (the “Owner”), and is effective as of the date ownership of the Digital Asset is transferred to the Owner (the “Effective Date”).
OWNER ACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THIS OWNER LICENSE, AND AGREES TO BE BOUND BY ITS TERMS. OWNER’S ACCEPTANCE OF THE DIGITAL ASSET SHALL BE DEEMED ACCEPTANCE OF THESE TERMS AND CONSENT TO BE GOVERNED THEREBY. IF OWNER DOES NOT AGREE TO BE BOUND BY THESE TERMS, THIS LICENSE AUTOMATICALLY TERMINATES.
In consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound hereby, the parties agree as follows:
1. Licenses & Restrictions
“NFTs” are non-fungible tokens, ownership of which are registered on a blockchain. An NFT sold or otherwise transferred to Owner pursuant to this Agreement shall be an “Digital Asset”. The Digital Assets are associated with digital objects (which may include images and / or other digital works) (“Digital Object(s)”). As detailed below, Owner may own an Digital Asset, but shall have only a limited license to the Digital Object(s) subject to the terms and conditions set forth herein.
1.2 Digital Object(s)
The Digital Object(s) are subject to copyright and other intellectual property protections, which rights are and shall remain owned by Licensor.
Upon a valid transfer of Digital Asset to Owner, Licensor hereby grants Owner a limited, transferable, non-sublicensable, royalty free license to use, publish and display the Digital Object(s) for personal, noncommercial purposes during the Term, subject to Owner’s compliance with the terms and conditions set forth herein, including without limitation, the restrictions in Section 1.4 below. Upon expiration of the Term or breach of any conditions of this Owner License by Owner, all license rights shall immediately terminate.
1.4 License Restrictions
The Digital Object(s) provided pursuant to this Owner License are licensed, not sold, and Owner receives no title to or ownership of the Digital Object(s). Except for the license expressly set forth herein, no other rights (express or implied) to the Digital Object(s) are granted. Licensor reserves all rights not expressly granted. Without limiting the generality of the foregoing, Owner shall not: (a) copy, modify, create derivative works from, or distribute, the Digital Object(s); (b) display the Digital Object(s) other than as expressly licensed in Section 1.3; or (c) copy, modify, create derivative works from the Digital Asset. Owner shall not sell or otherwise transfer the Digital Asset if the license granted in Section 1.3 is expired or terminated for any reason. If Owner ceases to own the Digital Asset, Owner’s license to the Digital Object(s) terminates immediately. Upon a permitted transfer of ownership of the Digital Asset by Owner to a third party, the license to the Digital Object(s) shall be transferable solely subject to the terms and conditions set forth herein, including those in Section 6.3. Owner agrees not to: i) remove any copyright or other legal notices associated with the Digital Asset or Digital Object(s); or ii) remove or alter any metadata of the Digital Asset, including without limitation, any link or other reference to license information.
2. IP Rights in the Digital Asset
Except as expressly set forth herein, Licensor retains all right, title, and interest in and to any intellectual property rights in the Digital Asset.
LICENSOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Owner understands and accepts the risks of blockchain technology. Without limiting the generality of the foregoing, Licensor does not warrant that the Digital Asset or Digital Object(s) will perform without error. Further, Licensor provides no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Digital Asset or Digital Object(s) made by anyone other than Licensor, unless Licensor approves such modification in writing; (ii) Owner’s misuse of or misrepresentation regarding the Digital Asset or Digital Object(s); or iii) any technology that fails to perform or ceases to exist. Licensor shall not be obligated to provide any support to Owner or any subsequent owner of the Digital Asset.
4. Limitation Of Liability
4.1 Dollar Cap
LICENSOR’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS OWNER LICENSE WILL NOT EXCEED THE AMOUNT OWNER PAID TO LICENSOR FOR DIGITAL ASSET.
4.2 Excluded Damages
IN NO EVENT WILL LICENSOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS OWNER LICENSE.
4.3 Clarifications & Disclaimers
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 LICENSOR IS 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.
If applicable law limits the application of the provisions of this Section 4 , Licensor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Licensor’s liability limits and other rights set forth in this Section 4 apply likewise to Licensor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
5. Term & Termination
This Owner License shall continue until terminated pursuant to Subsection 5.2 or 5.3 below (the “Term”).
5.2 Termination for Transfer
The license granted in Section 1 above applies only to the extent that Owner continues to possess the applicable Digital Asset. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of the Digital Asset for any reason, this Owner License, including without limitation, the license rights granted to Owner in Section 1 will immediately terminate without the requirement of notice, and you will have no further rights in or to the Digital Asset or Digital Object.
5.3 Termination for Cause
Licensor may terminate this Owner License for Owner’s material breach 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.
5.4 Effects of Termination
Upon termination of this Owner License, Owner shall cease all use of the Digital Object and delete, destroy, or return all copies of the Digital Object in its possession or control. Any provision of this Owner License that must survive to fulfill its essential purpose will survive termination or expiration.
6.1 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.
6.2 Force Majeure
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Owner License to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
6.3 Assignment & Successors
Subject to the transfer restrictions set forth herein, including in Sections 1.4 and this Section 6.3 , Owner may transfer ownership of the Digital Asset to a third-party, provided that Owner has not breached this Owner License prior to the transfer and Owner ensures that such third party is made aware of this Owner License and agrees to be bound by the obligations and restrictions set forth herein. If the third party does not agree to be bound by the obligations and restrictions set forth herein, then the licenses granted herein shall terminate. In no case shall any of the license rights granted herein be transferrable apart from ownership of the Digital Asset.
Except to the extent forbidden in this Section 6.3 , this Owner License will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Any purported assignment or transfer in violation of this Section 6.3 , including the transfer restriction in Section 1.4 , shall be void. Only a single entity may own the Digital Asset at any time and only that entity shall have a license to the Digital Object. Upon transfer of the Digital Asset from a first user to a second user, the license to the first user for the Digital Object shall immediately terminate. At no time may Owner fractionalize ownership of the Digital Asset and any purported attempt to do so shall be void and immediately terminate the licenses granted herein.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Owner License invalid or otherwise unenforceable in any respect. In the event that a provision of this Owner License 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 this Owner License will continue in full force and effect.
6.5 No Waiver
Neither party will be deemed to have waived any of its rights under this Owner License 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 this Owner License will constitute a waiver of any other breach of this Owner License.
6.6 Choice of Law & Jurisdiction
This Owner License is governed by California law and both parties submit to the exclusive jurisdiction of the state and federal courts located in California and waive any right to challenge personal jurisdiction or venue.
6.7 Entire Agreement
This Owner License 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.
This Owner License may not be amended in any way except through a written agreement by authorized representatives of the Licensor and the current owner of the Digital Asset.