TERMS OF SALE OF NFTs
Last updated on February 7, 2022
THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU (“YOU”, “YOUR” OR “USER”) AND INCENTIVE ALIGNMENT FOUNDATION (“WE”, “US” OR THE "FOUNDATION"), GOVERNING YOUR PURCHASE OF NFTS (AS DEFINED BELOW) FROM OUR WEBSITE (THE “OFFERING”). BY REDEEMING, PURCHASING NFT'S FROM THE FOUNDATION'S WEBSITE, DAPP, SMART CONTRACT, ANY OTHER PLATFORM OR OTHERWISE PARTICIPATING IN THE OFFERING, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OTHER TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT PURCHASE ANY NFT FROM OUR WEBSITE.
1.DEFINITIONS
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of the Foundation.
“NFT” means any blockchain-based, non-fungible token.
“Licensed Rights” with respect to an NFT means your rights to use the Art associated with an NFT of which you are the current rightful holder, 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.
2.OWNERSHIP
You acknowledge and agree that the foundation (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the NFT and Art are limited to those expressly stated in Section 3 of this Agreement. The Foundation and its licensors reserve all rights and ownership in and to the NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement.
All purchases of NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the NFT, any disruption to the operations of any components of the NFT, or any other reason whatsoever.
3.GRANT OF LICENSE
License. You acknowledge and agree that the Art associated with an NFT of which you are holder is made available solely for your own personal use. Without limiting the foregoing and subject to your continued compliance with this Agreement, the Foundation grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in Section 3.2), license to display the Art associated with your NFTs, solely for your own personal, non-commercial use.
Transfers of Your NFT. The Licensed Rights will apply to the person or entity who at the applicable time is the rightful holder of the applicable NFT, with respect to the Art associated with such NFT.
4.RESTRICTIONS
You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from the Foundation in each case: (i) modify the NFT, and/or Art for your NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes, the specific characters or other assets, clothing, accessories and expressions in the Art; (ii) use the NFT, and/or Art for your NFTs to advertise, market, or sell any product or service; (iii) use the NFT, and/or Art from your 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, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (iv) use the NFT and/or Art from Your 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 NFT, and/or Art from Your NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT and/or Art from Your NFTs; or (vii) otherwise utilize the Art from your NFTs for Your or any third party’s commercial benefit.
To the extent that the NFT, Name and Likeness and/or Art associated with Your NFTs contains Third Party IP, You understand and agree as follows: (i) 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; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, the Foundation may need to pass through additional terms and/or restrictions on Your ability to use the Art; and (iv) to the extent that the Foundation 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 this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
5.TERMINATION
The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to the Foundation if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your NFT for any reason; (ii) You breach any of the Agreement and conditions; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the NFT; (iv) You initiate any legal actions against any of the Foundation and/or its officers, directors, affiliates, agents, attorneys and employees.
6.DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
ALL 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 FOUNDATION DISCLAIMS 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 FOUNDATION 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 NFT, THE OFFERING, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE OFFERING, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN AND CRYPTO WALLET. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER 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 FOUNDATION'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO THE FOUNDATION FOR THE APPLICABLE NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. 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.
7.ASSUMPTION OF RISK
The NFTs are made available solely for entertainment purposes. You agree that You assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, 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, including Your NFT, and there is no guarantee that Your NFTs will have or retain any value; (B) the commercial or market value on an NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity; (C) there are risks associated with using 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” or elsewhere, and the Foundation will not be responsible for any of these, however caused; (D) the Foundation does not make any promises or guarantees about the availability of the NFT or the Art on the Internet or that they will host the NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the relevant blockchain platform, a hard fork or other change in the blockchain platform, a failure or cessation of blockchain, or a change in how transactions are confirmed on the blockchain platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFTs; (F) the Foundation does not make any promises or guarantees related to cryptocurrency wallet, blockchain or any other third parties related to this auction and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; (M) the Foundation is not responsible for any transaction between you and a third party (e.g., Your transfer of a NFT from a third party on the so-called “secondary market”), and the Foundation shall have no liability in connection with any such transaction; and (N) the NFTs, Art or any other part of the Offering, do not and may never have or acquire any functionality or value. The Foundation makes no commitment, representation or warranty in this respect. The Foundation makes no commitment to develop, create or implement any associated game that incorporates the NFTs and/or Art or any other part of the Offering.
In addition to assuming all of the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. The Foundation cannot and does not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the NFT, or its supporting systems or technology, will be corrected. The Foundation cannot and does not represent or warrant that the NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that the Foundation will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Offering.
8.GOVERNING LAW AND VENUE
This Agreement and all matters related to it and/or any NFT shall be governed by, construed, and enforced in accordance with the laws of the Cayman Islands, as they are applied to agreements entered into and to be performed entirely within the Cayman Islands and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any dispute between the parties arising out of or in relation to this Agreement shall be resolved in the courts of Cayman Islands.
9.MODIFICATIONS TO THIS AGREEMENT
The Foundation may make changes to this Agreement from time to time. When the Foundation makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. To the maximum extent permitted by law, any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
10.ELIGIBILITY
Participation in the Offering is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use your User credentials, and You agree that You are the sole authorized user.
By becoming a User, You represent and warrant that You are at least 18 years old and that You are not a resident of or located in a country or jurisdiction where purchasing NFTs or the Art or otherwise accessing the Offering is prohibited or restricted. You will not log in or try to log in to access the Offering through unauthorized third party applications or clients.
11.INDEMNITY
You will defend, indemnify, and hold the Foundation, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the NFT and/or Your participation in the Offering, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the auction, communications seeking the Foundation's consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Offering or the NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
12.SEVERABILITY
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13.CONTACT US
If you have any questions or concerns, including if you need to access this Agreement in an alternative format, we encourage you to contact us via e-mail at contact@hats.finance
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