SLAM MEDIA INC.
These NFT Terms of Service (“NFT Terms”) apply to sales by Slam Media Inc. (“SMI”) through SMI’s websites, Third Party Sites, and blockchain-based applications (all of the foregoing, together with the functionality associated therewith, collectively, the “Platform”) of non-fungible tokens (“NFTs”). SMI (“we,” “us,” “our”) sells the NFTs and provides access to Platform to you subject to your acceptance of these NFT Terms. These NFT Terms, together with the SMI Terms of Use and Privacy Policy, are a binding contract between you and SMI. We may update these NFT Terms by providing a new version online and your continued use of the Platform after any such update constitutes your binding acceptance of such changes. We may immediately terminate this contract with respect to you and your access to the Platform and any NFTs if you fail to comply with any of the NFT Terms.
PURCHASE OF DIGITAL GOODS
We may provide certain NFTs for purchase through the Platform. NFTs:
• may, where expressly stated in the description of such NFTs, include additional functionality, content, or subscription access to content or services;
• may be unique or part of a limited series, or downloadable only once, or unlimited; and
• may be subject to such additional terms or qualifications as stated in the description of the NFT when sold.
“Own” means, with respect to a NFT, any NFT you have purchased or otherwise rightfully acquire from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. You agree, in relation to NFTs that you Own, that you Own the NFTs in accordance with any description which accompanies those NFTs. SMI may, at its option, use third party platforms or wallet extensions to sell NFTs (“Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites.
Unless stated otherwise in the description of the applicable NFTs, NFTs that you Own will be freely transferable, subject to the proviso that any transferee will be subject to these NFT Terms. However, you acknowledge and agree that SMI (or, as applicable, its licensors, such as individual athletes and/or celebrities) own all rights, title and interest in and to any art, design, photograph, and drawing that may be associated with any NFT that you Own (“Art”), and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated below, under “Intellectual Property Ownership, Licenses and Restrictions”.
Once you Own any NFT, you are responsible for any loss or damage to, or loss of access to, the NFT and neither SMI nor any of its licensors shall have any liability in such circumstances, regardless of cause. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is” and “as available.” All sales of NFTs are final.
Once you have made a purchase of NFTs, we encourage you to promptly take the necessary steps to complete your transaction (e.g., activate or download any content or secure any seed phrase or corresponding private key). Certain NFTs may, only where expressly stated by us in the description of the NFTs, include renewable subscriptions. If you purchase a such a subscription, your subscription will continue at the regular subscription price using the payment mechanism you provided for the initial subscription. We reserve the right to terminate any subscription at any time and change subscription terms and prices from time to time, effective as of the beginning of the next subscription term.
You may purchase NFTs using real or virtual/cryptocurrency, where multiple payment options are made available to you. You may resell NFTs that you Own where this is permitted. Anyone receiving such NFTs from you agrees to and is bound by these NFT Terms while they Own the NFTs.
Notwithstanding any such purchase of NFTs, rights, title, and interests in the SMI Intellectual Property, including the Art and other SMI Intellectual Property incorporated in any NFTs (including NFTs that you Own) and including all copyrights, trademarks, and other intellectual property rights therein, are held by SMI or its licensors, and you agree not to infringe those exclusive rights.
REGISTRATION
The Platform and any NFTs that you Own are solely for your personal, noncommercial use and are available for personal informational and non-commercial entertainment purposes only. You agree not to use the Platform or NFTs that you Own for any other purpose. We reserve the right to require that you register with us or one of our Platform partners in order to access the NFTs. If you are required to register an account with us or any such third party, you agree to provide accurate, current and complete information about yourself as part of that process.
INTELLECTUAL PROPERTY OWNERSHIP, LICENSES AND RESTRICTIONS
Subject to the licenses expressly granted below, we (or where applicable, our licensors) own all rights, title and interest in and to (i) the Art and all proprietary source code, object code and other technology associated with the NFTs and (ii) any and all other content and materials available through the NFTs, any associated application, and all intellectual property rights therein (“SMI Intellectual Property”). SMI Intellectual Property may only be used in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these NFT Terms.
Unless explicitly stated, you should assume that all SMI Intellectual Property is protected by copyright, trademark and other applicable intellectual property laws and may not be used except as permitted in these NFT Terms. SMI does not grant, by implication, estoppel, or otherwise, any license or right to use any SMI Intellectual Property or NFTs in a manner inconsistent with these NFT Terms without the prior written permission of SMI and/or any third party that may own additional intellectual property.
SMI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and any NFTs that you Own (including all software, Art, content, virtual items and other material associated with the NFTs) for your own personal, noncommercial use only. You may not use the Platform for any unlawful purpose. We reserve all rights in and to the Platform and the NFTs not expressly granted to you under these NFT Terms.
Without limiting the generality of the foregoing, subject to your continued compliance with these NFT Terms, SMI grants you a limited, non-exclusive, non-transferable, royalty-free license to display the Art for NFTs that you Own, solely, for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a marketplace that permits the purchase and sale of NFTs (provided that the marketplace cryptographically verifies each NFT owner’s right to display the Art to ensure that only the actual owner of the NFT can display the Art). You may not (and may not permit any third party to): (i) modify the Art in any way, including without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art to advertise, market, or sell any product or service; (iii) use the Art in any manner which would constitute or amount to an endorsement of or relationship with any particular third party, entity, product, product category, charity or service (iv) grant any third-party the right to use through the Art; (v) use the Art in connection with images, videos, or other forms of media or content that depict or promote violence, hatred, sexual conduct, illicit drugs or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (vi) use the Art in movies, videos, or other forms of media, except solely for your own personal, non-commercial use; (vii) sell, distribute, or otherwise commercialize merchandise that depicts, embodies, contains, or consists of the Art; (viii) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in the Art except for the license granted pursuant to these NFT Terms; or (ix) otherwise use the Art for your or any third party’s commercial benefit. To the extent that the Art contains any intellectual property licensed from a third party, you will not have the right to use such third party intellectual property in any way except as incorporated in the Art (and subject to all of the restrictions set forth herein with respect to your use of the Art). The license granted in these NFT Terms apply only to the extent you continue to Own the applicable NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of a NFT for any reason, the license granted in these NFT Terms will immediately expire, and you will have no further rights in or to the NFT or the related Art.
In addition, you agree that you shall not remove any proprietary notices or labels on or in the SMI Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect the NFTs or any other SMI Intellectual Property.
We reserve the right to modify or discontinue the NFTs or the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time. SMI (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software, applications or functionality.
TERMS OF SERVICE, PRIVACY AND SECURITY
By using SMI’s websites and proprietary applications, it is your responsibility to know, understand and abide by SMI’s Terms of Use and Privacy Policy, which are incorporated herein by reference. Any information that you may provide to SMI during your use of the Platform is subject to our Privacy Policy. Any information that you may provide to a Third Party Site during your use of the Platform is subject to the Third Party Site’s Privacy Policy, and your use of any Third Party Site included in the Platform is governed by the terms of service of the applicable Third Party Site.
When registering for the Platform or third party services that facilitate access to the Platform you may be required to select a username and password, private key, or other form of secure authentication that will be used to access your account (“Password”). You are responsible for any use of your Password, whether by you or others. You agree to keep your Password confidential and not share it with anyone else. SMI is not liable for any loss or damage arising from your failure to protect your username, password, or any other personal information, including but not limited to loss of access to any NFTs.
You authorize SMI to act on instructions received through use of your Password, and that SMI may, but is not obligated to, deny access or block any transaction made through use of your Password without prior notice.
TERMINATION
We may, in our sole discretion at any time, and for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform and any NFTs. Termination may include, but not be limited to (i) removal of your access to, or listing of NFTs on, SMI’s media properties, (ii) the deletion of all account information related to the NFTs from SMI’s media properties, and (iii) barring any further use of or access to the Platform by you.
ASSUMPTION OF RISK
You acknowledge that: (i) markets and prices for blockchain assets are extremely volatile, variations in prices for other digital assets could materially and adversely affect the value of any NFTs that you Own, and there is no guaranty that any NFTs that you Own will have or retain any value; (ii) there are risks associated with the Platform, non-fungible tokens, cryptocurrencies and other internet-native assets, including but not limited to the risk of hardware, software, and internet connectivity failures, malicious software, and the risk that third parties may obtain unauthorized access to your assets, and neither SMI nor any of its licensors shall be responsible for, or have any liability with respect to, any of these; (iii) SMI does not promise to host the Art at any specific location or to make the Art available on the internet for any specific period of time; (iv) changes to the Ethereum platform may have adverse effects on all blockchains using such platform, including without limitation, NFTs that you may Own; and (v) neither SMI nor any of its licensors shall be responsible for, or shall any liability with respect to, any transaction between you and a third party (such as your purchase or sale of a NFT on the so-called “secondary market”).
DISCLAIMER OF WARRANTY
THERE IS NO WARRANTY FOR THE PLATFORM OR ANY NFTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING SMI, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PLATFORM AND NFTS “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM AND ANY NFT THAT YOU OWN IS WITH YOU.
LIMITATION OF LIABILITY
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL SMI (OR ANY LICENSOR) BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM OR ANY NFTS (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GENERAL INFORMATION
Age Restrictions. NFTs are intended for purchase and use by persons over the age of 18. You acknowledge and agree that you are not permitted to use the Platform and shall not access the Platform if you are under the age of 18. By using the Platform, you certify that you are at least 18 years of age and agree to provide us with accurate information concerning your age or identity if we request it. You also agree not to assist children under the age of 18 in accessing the Platform or attempt to contact children under 18 while accessing or using the Platform.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these NFT Terms, there shall be no third party beneficiaries to these NFT Terms. You acknowledge and agree that SMI’s licensors are a third party beneficiary of these NFT Terms.
Entire Agreement; Waiver; Severability. These NFT Terms, together with the Terms of Use and Privacy Policy which are incorporated herein by reference, constitute the entire agreement between you and SMI with respect to your use of the Platform. The failure of SMI to exercise or enforce any right or provision of these NFT Terms shall not constitute a waiver of such right or provision. If any provision of these NFT Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these NFT Terms remain in full force and effect.
Binding arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York County, New York City, New York.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim, arbitration claim, or cause of action you may have arising out of or related to the use of any NFTs or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Section Titles. The section titles in these NFT Terms are for convenience only and have no legal or contractual effect.
