Terms and Conditions
These Terms and Conditions (this “Agreement”) are a legally binding agreement by and between Metaversal Studios, LLC together., (“Creator”), and any owner of any Metaversal Medallion (defined below) (“you” or “Owner”). Each Owner may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Metaversal Medallion. By earning or otherwise owning a Metaversal Medallion, you acknowledge that you have carefully read and agree to the terms of this Agreement.
Definitions.
“Medallion” means one of a group of digital achievements, in the form of a unique digital image file, to be awarded on the Polygon blockchain.
“Owner” means the owner of the Metaversal Medallion, having rightfully acquired it from a legitimate source with proof of such acquisition recorded on the relevant blockchain. Only one Owner may exist at a time. Owner is not a person or entity who (i) resides in, is a citizen of, is located in, is incorporated in, or has a registered office in any state, country of jurisdiction that is designed by the United States Secretary of State as a country supporting international terrorism, or to which United States nationals are prohibited by law from engaging in transactions, as designated by the Office of Foreign Assets Control (OFAC); or (ii) is listed on the OFAC designated nationals list, OFAC blocked individuals list, or any other consolidated prohibited individuals list as determined by any applicable governmental authority.
“Cryptocurrency” means a digital currency that is secured by cryptography.
Ownership of a Metaversal Medallion. A Owner acquires full ownership of the Medallion. The Metaversal Medallion is licensed to the Owner for limited use as described herein. Owners of a Metaversal Medallion will receive the license rights described herein for the relevant Medallion. Owners cannot sell or otherwise transfer ownership of their Medallion. This Agreement shall apply to any Owner.
Metaversal Medallion Purposes. The Owner acknowledges that images provided by Creator under this Agreement are intended solely for the purpose of verifying achievement. Misuse includes, but is not limited to, the use of Metaversal Medallions in a manner that violates legal restrictions or any applicable laws pertaining to counterfeit, fraud, or illegal activities involving the Medallion. The Owner acknowledges and agrees that the images for the Metaversal Medallion shall only be used in a manner consistent with expression of achievement, such as for display, or incorporation into a resume or CV. The Creator is not liable for any unauthorized use of images by the Owner.
License.
Commercial Use License to the Metaversal Medallion. Subject to the Owner’s compliance with this Agreement and continued ownership of the relevant Metaversal Medallion grants the Owner a worldwide, royalty-free, revocable, limited exclusive license to use, copy, display, distribute, create derivative works (as described in Section 3(a)(i)), and sublicense use of the Metaversal Medallion tied to the Owner’s Medallion for Commercial Purposes. Commercial Purposes includes all lawful commercial purposes known now or created in the future, including merchandising, advertising, inclusion in all media (including digital, physical, and mixed-media), and display in interactive digital environments.
Derivative Works. Owners may create derivative works of the Metaversal Medallion tied to their Medallion, including reformatting the Metaversal Medallion for a particular format or medium, and creating minor visual variations in the appearance of the Medallion. This right does not include the right to create Metaversal Medallions substantially or confusingly similar to other Metaversal Medallions available.
Sublicensing. Owners may sublicense to one or more third parties (“Sublicensees”) only those rights granted in Section 3(a). The sublicense agreement must provide that any Sublicensee will abide by the terms of this Agreement, and that the sublicense agreement terminates with the termination of this Agreement. The Owner is responsible and liable for all purposes under this Agreement for any breach of the Agreement by any Sublicensee.
Limitations. The License described in Section 3(a) does not include the right to create Medallions or other Blockchain-based digital items using other Metaversal Medallions.
Enforcement. Owners have the non-exclusive right to bring actions to enforce rights granted to them under Section 3(a) of this Agreement. Creator may but need not bring such an action, or support an action brought by an Owner, at its own discretion.
Protection. Owners may procure intellectual property protection in the works they create while exercising their rights under Section 3(a) of this Agreement, provided Creator retains ownership of underlying Medallions.
Non-Commercial Use License to the Medallion. Subject to the Owner’s compliance with this Agreement and ownership of the relevant Metaversal Medallion, Creator grants the Owner a worldwide, royalty-free, revocable, limited non-exclusive license to use, copy, and display the Medallion tied to the Metaversal Medallions for solely personal, non-commercial use including private physical or virtual display (including on websites or applications which permit the inclusion or participation of a Metaversal Medallions and which cryptographically verify the Owner’s legitimacy), use as an avatar on social media, and the creation of a reasonable number of physical or digital copies.
Transfer. The licenses in this Section are non-transferable.
Prohibited Uses of the Medallion. The Owner may not use the Metaversal Medallion in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability. The Owner may not use the Metaversal Medallion in a manner that prohibits applicable law.
Rights Retained by Creator.
General. All rights in and to the Medallion not expressly provided for in this Agreement are reserved by Creator. The associated Medallion is licensed. The only rights the Owner may exercise in regard to the Medallion, whose ownership Creator retains, are those rights licensed to the Medallion Owner under this Agreement. Owners have no other express or implied license rights to the Metaversal Medallion, and have no license rights to the owned by Creator described in Section 4(b).
Promotion. Creator retains the right, at its discretion, to promote any public use of the Metaversal Medallion by the Owner unless the Owner informs Creator otherwise.
Enforcement. Creator retains the right to enforce its IP rights in the Metaversal Medallion, including through litigation, at its discretion as described in Section 3(a)(iv).
Transfers.
Prohibited Transfers. Owners are not allowed to transfer or sell their Metaversal Medallion to any Purchaser or Party. Medallions are earned and can be owned only by persons who are proven and verified to have earned their Medallion.
Termination of License to the Medallion. Owner's licenses to the Medallion shall automatically terminate and all rights shall revert to Creator if at any time: (a) Owner breaches any portion of this Agreement, or (b) Owner engages in any unlawful activity related to the Metaversal Medallion. Upon any termination, discontinuation or cancellation of Owner's licenses to the Medallion, Creator may disable Owner's access to the Metaversal Medallion and Owner shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Metaversal Medallion. Upon any termination, discontinuation, or cancellation of the license in this Agreement, Sections 2 and 4-15 will survive.
Owner's Representations and Warranties. Owner represents and warrants that Owner (a) is the age of majority in Owner's place of residence and/or has the legal capacity to enter into this Agreement; (b) that Owner will use and interact with the Metaversal Medallion only for lawful purposes and in accordance with this Agreement; and (c) will not use the Metaversal Medallion to violate any law, regulation or ordinance or any right of Creator its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Owner further represents and warrants that Owner will comply with all applicable law in the exercise of its rights and obligations under this Agreement.
DISCLAIMERS. EACH METAVERSAL MEDALLION IS PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING CREATOR EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CREATOR MAKES NO WARRANTY THAT ANY METAVERSAL MEDALLION WILL MEET OWNER'S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE UNINTERRUPTED, SECURELY, OR WITHOUT ERROR. CREATOR MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY METAVERSAL MEDALLION.
CREATOR WILL NOT BE RESPONSIBLE OR LIABLE TO OWNER FOR ANY LOSS IN CONNECTION WITH ANY METAVERSAL MEDALLION AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO OWNER FOR, ANY USE OF OR INABILITY TO USE ANY METAVERSAL MEDALLION, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR ERRONEOUS WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY METAVERSAL MEDALLION; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, OR OTHER MEANS OF ATTACK.
YOU UNDERSTAND AND ACCEPT THAT MEDALLIONS ARE UNIQUE DIGITAL ASSETS REPRESENTED BY SMART CONTRACTS ON THE BLOCKCHAIN WHICH CREATES A DECENTRALIZED LEDGER OF ALL TRANSACTIONS OCCURRING THEREON. YOU FURTHER ACKNOWLEDGE THAT (I) AS SUCH, THE MEDALLION WILL BE OUTSIDE THE CONTROL OF ANY ONE PARTY, INCLUDING CREATOR, AND (II) CREATOR SIMILARLY DOES NOT OWN OR CONTROL THE BLOCKCHAIN NETWORK, THE MEDALLION MARKETPLACE, OR VARIOUS OTHER SERVICES, PIECES OF EQUIPMENT, OR TECHNOLOGY THAT MAY BE IMPLICATED BY BAD ACTORS. OWNER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE MEDALLION. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, CREATOR MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE MEDALLION.
THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IF YOU RESIDE IN A JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS.
Assumption of Medallion Risks. Owner acknowledges the uncertainties with the development and acquisition of Medallion, and the technologies through which they are created, assumes all risks associated therewith, including: (i) the risks described in the disclaimers in Section 8 above, (ii) the risks relating to the characterization of Medallion and other digital assets under applicable law, (iii) the risks of adverse impacts from changes to the blockchain protocol, mining attacks, timing errors, hacking, digital wallet security, lost or forgotten passwords, passkeys, private keys, or other credentials needed to access the Metaversal Medallion, and (v) other unanticipated risks, and further acknowledges that it has obtained sufficient information to make an informed decision with respect to the foregoing risks and uncertainties in entering into this Agreement.
Indemnity. Owner shall defend, indemnify, and hold Creator, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding or other similar occurrence, process or activity, that is initiated, made, brought or financed by a third party (including any person who accesses or transacts using any Metaversal Medallion whether or not such person personally owns a Metaversal Medallion) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the Medallion Marketplace or any third-party services or products, (b) your infringement of the intellectual property rights of Creator or any third-party; (c) your breach or alleged breach of this Agreement, (d) your exercise of the licenses in Section 3, or (e) your actual or alleged violation of applicable law.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY METAVERSAL MEDALLION OR ACCESS THE METAVERSAL MEDALLION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CREATOR OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE METAVERSAL MEDALLIONS OR ACCESS THE MEDALLION, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
BY OWNING A METAVERSAL MEDALLION, OWNER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CREATOR AND OWNER.
Governing Law and Choice of Forum. This Agreement and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and Creator each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution.
Precondition to Arbitration. Without limitation of Creator’s rights in Section 7, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Metaversal Medallions (collectively, “Disputes”) through informal amicable resolution discussions. Accordingly, neither Party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, Owner must deliver a written notice of any Dispute via first-class mail to 1111 Lincoln Road Suite 500, Miami, FL, 33139 and by courtesy e-mail copy to support@medallion.network.
Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding; provided, however, that each Party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright or patent). The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. There shall be one arbitrator. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The place of arbitration will be New York, New York. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing party in the arbitration shall be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND CREATOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Severability. If a court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
Miscellaneous. This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any permitted Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. This Agreement may be amended by Creator in its absolute and sole discretion; provided, that Creator shall give notice of any material amendments to this Agreement to the holders of the Metaversal Medallions through reasonable and public means (i.e., public post on a social media network, e.g., Twitter or Linkedin). Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Owner may give notice to Creator by contacting Creator at support@medallion.network. Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures and other forms of acceptance will be given the same effect and weight as original signatures.
Last updated