WORLDHEROES LICENSE AGREEMENT
This WorldHeroes License Agreement (this “Agreement”) is a legally binding agreement between you and The AceMeta Company Pte. Ltd. (“TAMc”, “we”, or “us”) that describes the rights in Artwork (as such term is defined below) you may obtain when you purchase any WorldHeroes NFT (as such term is defined below). For clarity, this Agreement does not otherwise govern the transaction that is effected on the Ethereum blockchain when you buy or offer to buy any WorldHeroes NFT, including through any related decentralised technologies, websites, services, tools, applications, smart contracts, and APIs, which are provided by third party vendors (including but not limited to ConsenSys Software Inc. d/b/a Metamask and Ozone Networks, Inc. d/b/a OpenSea) 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 Use that otherwise govern your use of WorldHeroes AceMeta.io website (https://worldheroes.theacemeta.io) (the “Site”) and application, but for clarity, these terms do not apply to any other product or service purchased from a TAMc website or application besides the WorldHeroes NFTs.
1. Definitions.
“Artwork” means the original artwork that was minted as a WorldHeroes NFT.
“WorldHeroes NFT” means a unique Ethereum blockchain-tracked, non-fungible token that serves as a digital collectible and was originally minted and offered for sale by TAMc.
“Own” or “Owned” means, with respect to a WorldHeroes NFT, one that (a) you originally purchased from the Site; or (b) purchased on an Approved Marketplace from a legitimate owner of that WorldHeroes NFT.
“Owner” means the individual entitled to the grant of the license described in Section 2 of this Agreement in relation to any WorldHeroes 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.
Information we collect automatically: When you use the Site (however accessed, whether via web, mobile, or otherwise) and the limited services made available through the Site (collectively, the “Services”), we (and our partners, advertisers, advertising networks and other third party service providers) automatically collect certain information. For example, we collect information about the webpages you view and how you move through our Services, how you reached our Services, how you interact with our social media pages, and how you interact with our e-mail communications.
“Approved Marketplace” means the OpenSea marketplace operated by Ozone Networks, Inc.
2. License.
Subject to your compliance with the terms of this Agreement, TAMc hereby grants you a worldwide, non-exclusive, personal, limited license, solely with respect to any WorldHeroes NFT(s) that you Own, to display the Artwork associated with such WorldHeroes NFT(s), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, or otherwise on the Internet or in association with your offer to sell or trade your WorldHeroes NFT(s). This license does not grant you any rights in or to the Artwork separate from the associated WorldHeroes NFT(s), including any of the copyright described in Section 4 below.
3. 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 TAMc’s express prior written consent in each case: (i) modify the Artwork associated with your WorldHeroes 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 commercialise merchandise that includes, contains, consists of or otherwise refers to the Artwork; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork, including any TAMc name, trademark, logo, or other source indicators contained or depicted therein; (vii) attempt to mint, tokenise, or create an additional cryptographic token representing the Artwork on any platform; (viii) falsify, misrepresent, or conceal the authorship of the Artwork or the WorldHeroes 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.
4. Ownership.
You acknowledge and agree that TAMc (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. TAMc (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyright in and to the Artwork (e.g. the right to reproduce and make copies, to prepare derivative works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
5. License Term.
The license granted in Section 2 applies only to the extent that you continue to Own the applicable WorldHeroes NFT. If at any time you sell, trade, donate, give away, or transfer your WorldHeroes NFT to a new Owner through an Approved 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 WorldHeroes NFT or Artwork associated with that WorldHeroes NFT. If at any time you burn or otherwise dispose of your WorldHeroes NFT for any reason, or sell, trade, donate, give away, or transfer your WorldHeroes NFT other than through an Approved Marketplace, the license granted in Section 2 will immediately expire with respect to that WorldHeroes NFT without the requirement of notice or any further action, and you will have no further rights in or to the WorldHeroes NFT or Artwork associated with that WorldHeroes NFT.
6. Indemnification.
You shall indemnify, defend (at TAMc’s request) and hold harmless TAMc, its affiliates and licensors, 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 legal fees) arising from your breach or alleged breach of this Agreement.
7. Limitation of Liability.
In no event will TAMc 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. TAMc’s aggregate liability under this Agreement shall not exceed the net revenues actually received by TAMc in connection with any transaction in which You purchased or sold your WorldHeroes NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will TAMc be liable for any inability by you to access the Artwork for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Artwork is stored; (b) the Services (whether provided by any third party vendor or otherwise); or (c) any other NFT platform.
8. Assignment.
TAMc 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 WorldHeroes 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.
9. Governing Law.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of Singapore.
10. Dispute Resolution.
You hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the Singapore in relation to any dispute arising out of or relating to this Agreement, and consent to service of process by mail or in any other manner permitted by the relevant law.
11. Remedies.
Your rights and remedies in the event of any breach of this Agreement are subject to Sections 7 and 10 of this Agreement and are strictly limited to the right, if any, to recover damages in an action at law as stated therein, 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.
12. Miscellaneous Terms.
This Agreement constitutes the complete understanding and agreement of you and TAMc with respect to the license granted in Section 2 of this Agreement, and supersedes any and all prior or contemporaneous written or oral agreements between you and TAMc with respect thereto. 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 TAMc. Any modification or amendment to this Agreement must be made in writing and signed by you and TAMc.
