\iNFTy License Agreement Terms and Conditions
Limited License. Your purchase of an \iNFTy NFT grants you a limited license to use the NFT as a whole unit (name, bottle and art combined into a single NFT unit) for your personal use and limited commercial uses as specified below.
This \iNFTy License Agreement (this “Agreement”) is a legally binding agreement between you and 7 Bridges Brewing Company LLC (“7 Bridges”) that describes the rights in Artwork (as defined below) you may obtain when you purchase any \iNFTy NFT (as defined below). For clarity, this Agreement does not otherwise govern the transaction that is effectuated on the Bling NFT marketplace or Polygon network or any other blockchain when you buy or offer to buy any \iNFTy NFT, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs, which are provided by third party vendors and governed by and subject to the terms of use provided by those third party vendors, unless such third party terms of use conflict or are inconsistent with the terms of this Agreement, in which case the terms of this Agreement shall prevail. Subject to the foregoing, this Agreement supplements the terms of service and privacy policy [LINK BOTH TO BLING/TRACE/POLYGON TERMS] that otherwise govern your use of Trace Network’s Bling marketplace website and application.
Definitions
“Artwork” means the original artwork that was minted as an \iNFTy NFT comprising a combined unique artwork on a three dimensional bottle object file. For the avoidance of doubt, the Artwork must be taken as a whole and is not divisible into its individual components including without limitation the 3D bottle design or coding of the bottle, unique artwork applied to the bottle file, animated artwork files, 7 Bridges company logo, any beer recipe created by 7 Bridges and NFT name.
"\iNFTy NFT" means a unique Ethereum (“ETH”) blockchain-tracked, non-fungible token that serves as a digital collectible and was originally offered for sale by 7 Bridges on Trace Network’s Bling marketplace.
“Own” or “Owned” means, with respect to an \iNFTy NFT, one that (a) you originally purchased from 7 Bridges; or (b) purchased on an NFT marketplace from a legitimate owner of that \iNFTy NFT.
“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.
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License
Subject to your compliance with the terms of this Agreement, 7 Bridges hereby grants you a worldwide, non-exclusive, personal, limited license, solely with respect to any \iNFTy NFT(s) that you Own, to display the Artwork associated with such \iNFTy NFT(s), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, metaverse platforms or otherwise on the Internet or in association with your offer to sell or trade your \iNFTy NFT(s). This license does not grant you any rights in or to the Artwork separate from the associated \iNFTy NFT(s), including any of the copyrights described in Section 4 below.
If you seek to make commercial use of any \iNFTy NFT that you Own, you must first agree the terms of commercial use with 7 Bridges in a separate license agreement. 7 Bridges anticipates that limited commercial usage such a deployment of the NFT into video games and advertising will be agreeable to 7 Bridges but such usage must be agreed on a case by case basis to protect the image and reputation of the 7 Bridges brand.
Nothing in this Agreement shall grant you any right to the 7 Bridges name, logo, branding, recipes created by 7 Bridges or any other intellectual property of 7 Bridges or its founders.
Restrictions
You agree that you may not, and will not permit any third party to, do or attempt to do any of the following without 7 Bridges’s express prior written consent in each case:
(i) modify the Artwork associated with your \iNFTy NFT(s) in any way;
(ii) use the Artwork to advertise, market, or sell any product or service;
(iii) use the Artwork in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others;
(iv) use or incorporate the Artwork in movies, videos, video games, or any other forms of media for a commercial purpose;
(v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Artwork;
(vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork, including any 7 Bridges name, trademark, logo, trade dress or other source indicators contained or depicted therein;
(vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Artwork on any platform;
(viii) falsify, misrepresent, or conceal the authorship of the Artwork or the \iNFTy NFT; or
(ix) otherwise commercially use or exploit any Artwork for your or any third party’s benefit, including by selling copies of any Artwork or selling derivative works embodying any Artwork.
Ownership
License Term
You acknowledge and agree that 7 Bridges (or, as applicable, its licensors) owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. The rights that you have in and to the Artwork are limited to those expressly described in Section 2 of this Agreement. 7 Bridges (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyrights in and to the Artwork (e.g., the right to reproduce and make copies, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
The license granted in Section 2 applies only to the extent that you continue to Own the applicable \iNFTy NFT. If at any 7 Bridges you sell, trade, donate, give away, or transfer your \iNFTy NFT to a new Owner through marketplace, the license granted in Section 2 shall be transferred to that new Owner, and you will have no further rights in or to the \iNFTy NFT or Artwork associated with that \iNFTy NFT. If at any 7 Bridges you burn or otherwise dispose of your \iNFTy NFT for any reason, or sell, trade, donate, give away, or transfer your \iNFTy NFT other than through an Approved Marketplace, the license granted in Section 2 will immediately expire with respect to that \iNFTy NFT without the requirement of notice or any further action, and you will have no further rights in or to the \iNFTy NFT or Artwork associated with that \iNFTy NFT.
Indemnification
You shall indemnify, defend (at 7 Bridges’s request) and hold harmless 7 Bridges, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this Agreement. 7 Bridges will also have the right to provide our own defense additionally or alternatively at our own expense.
Limitation of Liability
In no event will 7 Bridges be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. 7 Bridges’s aggregate liability under this Agreement shall not exceed the net revenues actually received by 7 Bridges in connection with any transaction in which You purchased or sold your \iNFTy NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will 7 Bridges be liable for any inability for you to access the Artwork for any reason, including as a result of any down network, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Artwork is stored; (b) the Bling marketplace; or (c) any other NFT platform.
Assignment
7 Bridges will have the unrestricted right to assign this Agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. This Agreement (including, without limitation, the license granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a new Owner of the \iNFTy NFT as set forth in Section 5 above. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.
Dispute Resolution
This Agreement will be governed by, and construed and interpreted in accordance with, the laws of England and Wales, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this Agreement may be brought and adjudicated only in the courts of Hong Kong, and 7 Bridges and you submit to the exclusive jurisdiction of such courts and waive any objections based upon improper venue or inconvenient forum. Neither 7 Bridges nor you will seek to litigate any claims against the other on a class action or representative party basis and shall pursue any claims solely on an individual basis.
Remedies
Your rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
Miscellaneous Terms
This Agreement constitutes the complete understanding and agreement of you and 7 Bridges with respect to the Articles and supersedes any and all prior or contemporaneous written or oral agreements between you and 7 Bridges with respect to all Articles. Prior agreements between 7 Bridges and you relating to any article(s) will continue to govern those prior article(s). The language of any clause or term of this Agreement will not be construed for or against the drafter. No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing and signed by you and 7 Bridges. Any modification or amendment to this Agreement must be made in writing and signed by you and 7 Bridges.
