These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and Metaverse HQ, LLC (“our”, “we”, or “us”), governing your purchase and/or minting of our Metaverse HQ 2022 Key as part of the Metaverse HQ NFT Offering (the “Offering”). BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN. If you do not agree to the terms of this Agreement you may not participate in the Offering.
By entering into this Agreement, and/or by you participating in the Offering, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
“Discord Server” means Metaverse HQ’s designated exclusive community Discord server located at https://discord.gg/VmbFQCEh64
“Licensed Rights” with respect to an NFT means your rights to, and associated with, a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Licensed NFT” means an NFT from Metaverse HQ, LLC.
“Metaverse HQ” means Metaverse HQ, LLC.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Metaverse HQ, LLC.
"NFT" means any blockchain-tracked, non-fungible token.
“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.
You acknowledge and agree that Metaverse HQ 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 Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. Metaverse HQ reserves all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of whether Your decision to terminate usage of the Licensed NFT, or Your Licensed Right are terminated, or any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
(a) Your Licensed Rights. You acknowledge and agree that the Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement, Metaverse HQ grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b)), royalty-free license to display the Art for your Licensed NFTs, solely for your own personal, non-commercial use. Furthermore, Metaverse HQ grants all Licensed NFT holders access to the Discord Server until 12/31/2022.
(b) Permissible Transfers of Your Licensed NFT. You have the limited right to assign or transfer your Licensed Rights solely in connection with the sale or disposition of your Licensed NFT, provided that: (i) the transferee accepts all of the terms of this Agreement; (ii) you have not, prior to the transfer or assignment, breached this Agreement; and (iii) prior to the transfer or assignment, your Licensed Rights have not been terminated. Any attempted transfer or assignment of your Licensed Rights that do not satisfy the requirements of this Section 3(b) shall be null and void and shall constitute a material breach of this Agreement.
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 Metaverse HQ in each case: (i) use the Licensed NFT, Name and Likeness and/or Art for your Licensed NFTs to advertise, market, or sell any product or service; (ii) use the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs in movies, videos, or any other forms of media, except solely for Your own personal, non-commercial use; (iii) 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 Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; (v) otherwise utilize the Art from your Licensed NFTs for Your or any third party’s commercial benefit; or (vi) violate the Server Rules governing the Discord Server, which are hereby incorporated into this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
(a) The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to Metaverse HQ if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT; (ii) You breach any of the terms and conditions of this Agreement and/or the Discord Server rules; (iii) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions, except an arbitration as specifically provided herein, against Metaverse HQ and/or any of its officers, directors, affiliates, agents, attorneys, and employees.
(b) Metaverse HQ reserves the right, at its sole discretion, to burn, lock, or terminate by any other method of its choosing, Your Licensed NFT for sharing, transmitting, or distributing in any fashion outside the Discord Server for financial gain the member-only information provided to You inside the Discord Server. Metaverse HQ has the sole discretion to act as described in this Section 5(b) and shall not owe any refund, appeal process, or compensation to You upon the termination of Your Licensed NFT.
ALL LICENSED 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, METAVERSE HQ 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 METAVERSE HQ 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 LICENSED NFT, THE OFFERING, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE OFFERING, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET, OZONE NETWORKS, INC D/B/A OPENSEA, AND/OR ANY OTHER THIRD PARTY MARKETPLACE. 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, METAVERSE HQ’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO METAVERSE HQ FOR THE APPLICABLE LICENSED 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.
As noted above, the Licensed 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 Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value; (B) the commercial or market value on a Licensed 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 an 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 Metaverse HQ will not be responsible for any of these, however caused; (D) Metaverse HQ does not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (F) Metaverse HQ does not make any promises or guarantees related to MetaMask Wallet, Ozone Networks, Inc. d/b/a OpenSea, Blockchain or any other third parties related to this Offering 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 Licensed 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, cyber attacks 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 Licensed NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; and (M) Metaverse HQ is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and Metaverse HQ shall have no liability in connection with any such transaction. 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 Licensed 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. Metaverse HQ cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. Metaverse HQ cannot and does not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that Metaverse HQ will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Offering.
This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of Delaware, as they are applied to agreements entered into and to be performed entirely within Delaware and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
Metaverse HQ may make changes to this Agreement from time to time. When Metaverse HQ 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. 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 Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
You will defend, indemnify, and hold Metaverse HQ, 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 Licensed 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 through the Metaverse HQ’s Discord Server 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 Licensed NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
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.
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 firstname.lastname@example.org.