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Text Content

END USER LICENSE AGREEMENT


END USER LICENSE AGREEMENT

Last Updated: July 2022

‍

This End User License Agreement (this “EULA”) is a legal agreement between you
(either as an individual or on behalf of an entity) and Viacom International
Inc. (“Licensor” “we,” “us” or “our”) that describes the limited license to the
Licensor Digital Content (as defined in Section 5 below) associated with the
Licensor Digital Collectible (as defined in Section 1 below) that is linked to
this EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, DO NOT BUY,
SELL, COLLECT, HOLD, TRADE, SWAP, TRANSFER, CONSENT TO RECEIVE OR DISPLAY THE
LICENSOR DIGITAL COLLECTIBLE. 


This EULA does not (i) govern any marketplace on which the Licensor Digital
Collectible is first made available for sale, including without limitation the
branded marketplace that is owned and operated by Recur Forever Inc. (“RECUR”)
and subject to RECUR’s Terms of Service (which are also linked to the Licensor
Digital Collectible) or (ii) otherwise govern any transaction that is
effectuated on an Approved Blockchain (as defined in Section 5 below) when you
purchase or offer to purchase or transfer the Licensor Digital Collectible,
including through any related technologies, websites, services, tools,
applications, smart contracts or otherwise, which are provided by various third
parties, including RECUR, and governed by and subject to the terms of service,
terms of use, or equivalent provided by such third parties (including RECUR’s
Terms of Service where applicable); provided that in the event of any conflict
between such terms and this EULA with respect to the matters governed hereby,
the terms of this EULA will control as between you and Licensor or any of its
Affiliates.


THIS EULA IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT
CAREFULLY. 


WE WANT TO LET YOU KNOW THAT THIS EULA INCLUDES AN ARBITRATION AGREEMENT WHICH
WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE
SUBMITTED TO BINDING AND FINAL ARBITRATION. ACCORDINGLY, YOU WILL ONLY BE
PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS,
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR
PROCEEDING, AND, WITH LIMITED EXCEPTIONS, YOU ARE WAIVING YOUR RIGHT TO SEEK
RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE
CAREFULLY READ THE “Dispute Resolution; Arbitration; Waiver of Certain Rights,
Including Class Actions” SECTION OF THIS EULA (SEE SECTION 2 BELOW).





1. AGREEMENT


By buying, selling, collecting, holding, trading, swapping, transferring,
receiving or displaying the Licensor Digital Collectible, you accept and agree
to be bound by the terms of this EULA. “Licensor Digital Collectible” means a
non-fungible token minted by or on behalf of RECUR and existing on a currently
Approved Blockchain (as defined in Section 5 below), which non-fungible token
(a) is specifically associated with one or more pieces of Licensor Digital
Content (as defined in Section 5 below), subject always to the limited license
granted pursuant to this EULA and the other terms and conditions hereof, and (b)
includes an embedded link to RECUR’s Terms of Service and this EULA. For
instance (and non-exhaustively), a Licensor Digital Collectible may be in the
form of video or audio clips, digital stills or photographs, digital stickers,
digital art, digital excerpts of scripts, digital movie posters, digital trading
cards, digital figurines or vehicles, or include an element of functionality
based on or incorporating elements of Licensor Digital Content.

‍



2. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; WAIVER OF CERTAIN RIGHTS,
INCLUDING CLASS ACTIONS 


PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN OF YOUR RIGHTS,
INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE
RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO
ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE JUDICIAL ARBITRATION AND Mediation
Services (“JAMS”) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.
OTHER RIGHTS THAT YOU WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN
ARBITRATION. 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN
YOU AND US OR ANY OF OUR AFFILIATES THROUGH BINDING AND FINAL ARBITRATION
INSTEAD OF THROUGH COURT PROCEEDINGS. YOU AGREE TO WAIVE YOUR RIGHT TO ANY JURY
TRIAL OF ANY CLAIM.  YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE
ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH
RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE
BASIS. 


If you have any dispute with or claim against us or any of our Affiliates, or if
we have a dispute with or claim against you, in either case arising out of or
relating to this EULA, the Licensor Digital Collectible or any Licensor Digital
Content associated therewith (a “Claim”), and the Claim is not resolved by
contacting our Customer Service department at nftsupport@paramount.com, you and
we each agree to attempt to resolve such Claim first through informal
negotiation. If we do not resolve the Claim through informal negotiation, the
Claim shall be resolved through binding arbitration or an individual action in
small claims court in the U.S. county (or parish) of your residence or in
Manhattan, New York. If neither of us chooses to resolve the Claim in small
claims court, or the small claims court determines that it lacks jurisdiction to
resolve the Claim, the Claim must be resolved solely and exclusively by binding
arbitration. Class arbitrations and class actions are not permitted under any
circumstances. You and we agree that the U.S. Federal Arbitration Act governs
the interpretation and enforcement of this provision, and that you and we are
each waiving the right to a trial by jury or to participate in a class action or
class arbitration. This Section 2 shall survive termination of this EULA or any
Licensor Digital Collectible in your Possession.


Before you or we commence an arbitration or file a small claims court action
with respect to a Claim, you must first send to Licensor a written notice of
your Claim or we must send a written notice of our Claim to you (each, a
“Notice”). Your Notice must (1) be sent by certified mail; (2) be addressed to:
Paramount Global, Attn: Legal Department, NFT Claims, 1515 Broadway, New York,
NY 10036; (3) describe the nature of your Claim; and (4) specify the damages or
other relief you seek. If we and you do not then resolve the Claim within thirty
(30) days after you receive a notice of receipt of the Claim, or within thirty
(30) days after we send you a Notice of our Claim (if applicable), either you or
we may commence an arbitration or file a small claims court action to resolve
the Claim.  


Any such arbitration shall be administered by JAMS in accordance with the JAMS
Comprehensive Arbitration Rules and Procedures, as modified by the JAMS Consumer
Arbitration Minimum Standards (the “JAMS Rules”). Contact information for JAMS,
as well as copies of the JAMS Rules and applicable forms, are available at
http://www.jamsadr.com. In circumstances in which the JAMS Rules provide for an
in-person hearing, such hearing will take place in the U.S. county (or parish)
of your residence, or otherwise in Manhattan, New York. Payment of the parties’
costs and fees owed to JAMS will be determined by the JAMS Rules and fee
schedule, and will be subject to any limitations on the costs and fees owed by
you under the JAMS Consumer Arbitration Minimum Standards. You and we agree
that, under JAMS Comprehensive Rule 6(e), any arbitration commenced by you or by
us shall be consolidated with any other arbitration(s) submitted to JAMS if and
only if the arbitrations: (a) involve the same legal claims or causes of action;
(b) involve common issues of fact and law; (c) were filed by the same
attorney(s) or law firm; and (d) are at a similar procedural stage. However,
class or representative arbitrations are not permitted under any circumstances.

‍



3. GOVERNING LAW


This EULA and all matters arising from or related to it, the corresponding
Licensor Digital Collectible or any Licensor Digital Content associated
therewith will be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflict of laws rules. This EULA will
not be governed by the United Nations Convention on Contracts for the
International Sale of Goods, if applicable.  With respect to any disputes or
claims not subject to arbitration or that cannot be heard in small claims court
(as set forth in Section 2, above), you agree to exclusive jurisdiction in the
federal or state courts located in Manhattan, New York, and you consent to
personal jurisdiction and venue in these courts.





4. RISK DISCLOSURE  ‍


The Licensor Digital Collectible is solely provided for your personal,
entertainment, aesthetic, and non-commercial purpose. There are inherent risks
in buying, selling, collecting, holding, trading, swapping, transferring or
receiving non-fungible tokens for speculative, commercial or investment
purposes. You should not buy the Licensor Digital Collectible unless you are
prepared to sustain a total loss of any value it might possibly hold, nominally
or otherwise, including sunk fees and transaction costs.


Neither Licensor nor any of its Affiliates bears any responsibility for any
losses you might incur as a result of buying, selling, collecting, holding,
trading, swapping, transferring, receiving or displaying the Licensor Digital
Collectible.

‍



5. DEFINITIONS; RELATED INFORMATION

“Approved Blockchain” means (a) any of Ethereum, MATIC/Polygon or (b) such other
public blockchain that Licensor may, in its sole discretion, approve from time
to time.

“Licensor Digital Content” means the audio, visual, photographic or audiovisual
representation of one or more elements of the Intellectual Property of Licensor
(whether its own, its Affiliates’, or licensed from a third-party rights holder)
that are selected and approved by Licensor as associated content with respect to
the Licensor Digital Collectible. For instance, the Intellectual Property of
Licensor may include elements of its TV, film, music, art, and other
entertainment properties and content. For the avoidance of doubt, as between you
and us all Licensor Digital Content is the Intellectual Property of Licensor.

“Intellectual Property” or “Intellectual Property Rights” means any works of
authorship, copyrights, moral rights, trademarks, service marks, trade names,
goodwill, trade secrets, know-how, patents, designs, algorithms, and other
proprietary rights, and any and all rights in or associated with any of the
foregoing, recognized in any country or jurisdiction in the world.

“Affiliate” means any entity, directly or indirectly, either now or in the
future, controlled by Paramount Global (or any successor thereto with respect to
any of the rights granted hereby). Under this definition, “control” means
possession, directly or indirectly, through one or more intermediaries, of the
power to direct or cause the direction of management and policies of an entity,
whether through ownership of voting securities or otherwise.

“Applicable Law” means all applicable local, state, provincial, regional,
territorial, national, and international laws, rules, regulations, codes,
treaties, and regulations (including without limitation anti-money laundering
laws, tax laws, IP laws, data privacy laws, securities laws and anti-corruption
laws (such as the United States Foreign Corrupt Practices Act, the United
Kingdom’s Bribery Act 2010, and any other equivalent laws)), now or hereafter in
existence.
‍


6. OWNERSHIP

You acknowledge, understand, and agree that Licensor (or, as applicable, its
Affiliate or a third-party rights holder) owns all legal right, title, and
interest in and to the Licensor Digital Content and all Intellectual Property
Rights therein. The rights that you have in the Licensor Digital Content
associated with the Licensor Digital Collectible are limited to those described
in this EULA. Licensor reserves all rights in and to all Licensor Digital
Content, in each case together with all Intellectual Property Rights therein,
not expressly granted to you in this EULA. Without limiting the foregoing, and
for the avoidance of doubt, your ownership, possession, or control of the
Licensor Digital Collectible does not provide you any ownership, copyright,
title, or similar interest in any corresponding Licensor Digital Content.

‍



7. LIMITED LICENSE; TERMINATION

While you may Possess the Licensor Digital Collectible associated with one or
more pieces of Licensor Digital Content, the associated Licensor Digital Content
is licensed, not sold. “Possess” or “Possession” means, with respect to the
Licensor Digital Collectible, the underlying non-fungible token that you have
purchased or otherwise rightfully acquired from a legitimate source, where proof
of such purchase is recorded on the Approved Blockchain, and that is in all
respects in compliance with this EULA. 


Subject to your continued compliance with the terms of this EULA, Licensor
grants you, to the extent of Licensor’s rights in and to the Licensor Digital
Content, a worldwide limited, non-exclusive, revocable, non-sublicensable,
non-transferable, royalty-free license to view and display the Licensor Digital
Content for the corresponding Licensor Digital Collectible, solely for the
following purposes: (a) for your own personal, non-commercial use, and (b) as
part of the following marketplaces (which includes your right to sell the
Licensor Digital Collectible itself subject to this EULA and all applicable
third party terms of service, terms of use, or equivalent): (i) Licensor’s
branded NFT marketplace available via the RECUR platform, and (ii) other
Compliant Third-Party Markets. “Compliant Third-Party Markets” means any
third-party marketplace that permits the purchase and sale of the Licensor
Digital Collectible, provided that such marketplace (A) cryptographically
verifies and records on the Approved Blockchain each purchaser’s ownership of
the underlying non-fungible token and the corresponding rights to access and
display any Licensor Digital Content associated therewith to ensure that only
the actual purchaser can display and sell the Licensor Digital Collectible, and
(B) includes the smart contract included with the Licensor Digital Collectible,
which includes an embedded link to RECUR’s Terms of Service and this EULA.


The license granted in this Section 7 applies only to the extent you continue to
Possess the Licensor Digital Collectible. If at any time you sell, trade,
donate, give away, transfer, swap, or otherwise dispose of the Licensor Digital
Collectible for any reason, your license with respect to the Licensor Digital
Content associated therewith will automatically and immediately terminate and
expire, without the requirement of notice or need for any further action on the
part of Licensor, and you will have no further rights in or to the Licensor
Digital Collectible or any Licensor Digital Content associated therewith.

‍



8. RESTRICTIONS; DELETION

You agree that you will not, nor permit any third party to, do or attempt to do
any of the following: (a) modify or create a derivative work of the Licensor
Digital Collectible or any corresponding Licensor Digital Content in any way,
including without limitation the shapes, designs, drawings, attributes, color
schemes, or other audio, visual, photographic or audiovisual representations of
one or more elements of the Licensor Digital Content associated with the
Licensor Digital Collectible; (b) use the Licensor Digital Collectible or any
Licensor Digital Content, or any name, likeness, image or persona of any
individual or character associated therewith (“Persona”), to advertise, promote,
market, or sell any business, product or service or in any manner that may imply
endorsement of any business, message, product or service; (c) sell, distribute
for commercial gain (including, without limitation, giving away in the hopes of
eventual commercial gain), commercialize merchandise that includes, contains, or
consists of the Licensor Digital Collectible or any Licensor Digital Content (or
any Persona or Licensor Intellectual Property contained therein), or otherwise
utilize the Licensor Digital Collectible or any Licensor Digital Content or any
Persona for your or any third party’s commercial benefit (other than your right
to sell the Licensor Digital Collectible itself in compliance with this EULA and
all applicable third party terms of service, terms of use, or equivalent); (d)
use the Licensor Digital Collectible or any Licensor Digital Content or any
Persona in movies, videos, or any other forms of media, including without
limitation the creation or minting of any new non-fungible tokens (provided that
the foregoing shall not restrict your right to link the Licensor Digital
Collectible to your social media accounts as a verified profile picture (or PFP)
to the extent that such social media platform is able to verify and authenticate
your ownership of the underlying non-fungible token for so long as you Possess
such Licensor Digital Collectible); (e) attempt to trademark, copyright, or
otherwise acquire any Intellectual Property Rights in or to the Licensor Digital
Collectible or any Licensor Digital Content; (f) use the Licensor Digital
Collectible or any Licensor Digital Content or any Persona in connection with
images, videos, or other forms of media that depict hatred, intolerance,
violence, cruelty, political matters, pornographic material, or anything else
that could reasonably be found to constitute hate speech, infringe upon the
rights of others, generally be considered untrue, defamatory, obscene, profane
or indecent, or otherwise harm or be reasonably likely to harm Licensor’s (or
any of its Affiliates’, licensors’ or third-party rights holders’) names,
brands, content or reputation; (g) use the Licensor Digital Collectible or any
Licensor Digital Content or any Persona in connection with any unlawful business
practices or in any violation or contravention of, or noncompliance with,
Applicable Law;  (h) otherwise utilize the Licensor Digital Content or any
Persona for your or any third party’s commercial benefit or personal gain (e.g.
crowd-funding or similar activities); (i) create, sell, or attempt to create or
sell, fractionalized interests in the Licensor Digital Collectible or the
corresponding Licensor Digital Content; or (j) separate, unlink, or decouple the
Licensor Digital Content or any Persona from the Licensor Digital Collectible
with which it is associated. Further, you will not take any action to interfere
with, circumvent, disable or otherwise obstruct any security features or other
digital rights management functions associated with the Licensor Digital Content
or any Licensor Digital Collectible or reverse engineer or take any other action
that may affect the technology associated therewith.

If you violate or fail to comply with any terms of this EULA, you acknowledge
and agree that: (i) you are in breach of this EULA; (ii) in addition to any
remedies available to Licensor at law or in equity, Licensor may immediately
terminate this EULA, including disabling access to any Licensor Digital Content
associated with the Licensor Digital Collectible and/or deleting (“burning”) the
Licensor Digital Collectible in your Possession, without the requirement of
notice, and without liability or penalty; and (iii) you will be responsible to
reimburse Licensor for any costs and expenses incurred by Licensor during the
course of enforcing the terms of this EULA against you.






9. GENERAL TERMS ‍


You may access, download, buy, sell, collect, hold, trade, swap, transfer,
receive or display the Licensor Digital Collectible, only if you are able to
form a binding contract with us, and only as permitted by Applicable Law. You
are not allowed to access, download, buy, sell, collect, hold, trade, swap,
transfer, receive or display the Licensor Digital Collectible, if you are a
person under the age of eighteen (18).


Please note that the Licensor Digital Collectible and the Licensor Digital
Content associated therewith may cover a wide range of art and subject matter,
are generally uncensored, and may contain audiovisual or written material that
some people may consider offensive or inappropriate for children and minors. If
you allow your child or anyone else to use your computer or other device, it is
solely your responsibility to prevent them from accessing any Licensor Digital
Collectible or corresponding Licensor Digital Content that you think are or may
be inappropriate.

‍



10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY ‍


YOU UNDERSTAND AND ACKNOWLEDGE THAT THE LICENSOR DIGITAL COLLECTIBLES ARE
INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD
MAINTAINED ON A BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT
PURPOSES OR A “SECURITY” OR “INVESTMENT CONTRACT” AS DEFINED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S.
STATE , UNDER ANY OTHER JURISDICTION OR UNDER ANY OTHER APPLICABLE LAW, NOR ARE
THE LICENSOR DIGITAL COLLECTIBLES SUBJECT TO REGULATION UNDER THE FEDERAL
SECURITIES LAWS, INCLUDING THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
U.S. STATE, UNDER ANY OTHER JURISDICTION OR UNDER ANY OTHER APPLICABLE LAW. ALL
SMART CONTRACTS ARE ON AND ALL TRANSFERS OF THE LICENSOR DIGITAL COLLECTIBLES
ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN.
LICENSOR HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO
ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL LICENSOR DIGITAL COLLECTIBLES AND
LICENSOR DIGITAL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. LICENSOR AND ITS AFFILIATES
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSOR DIGITAL
COLLECTIBLES, LICENSOR DIGITAL CONTENT, OR ANY PART THEREOF (INCLUDING ANY SMART
CONTRACT, EXTERNAL WEBSITES, OR SECONDARY SALES OF OR SECONDARY MARKETS FOR THE
LICENSOR DIGITAL COLLECTIBLES), INCLUDING IMPLIED COVENANTS OR WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
CORRECTNESS, ACCURACY (INCLUDING OF METADATA), RELIABILITY, ACCESSIBILITY,
AVAILABILITY OR UNINTERRUPTED SERVICE, HARDWARE OR SOFTWARE COMPATIBILITY,
CYBERSECURITY OF ANY KIND, INCLUDING DATA BREACH OR FREEDOM FROM DEFECTS, BUGS,
ERRORS, HARMFUL OR MALICIOUS CODE, OR ANY RESPONSIBILITY, DUTY OR OBLIGATION TO
UPGRADE, REPAIR OR REPLACE ANY PRODUCTS OR SERVICES, IN WHOLE OR IN PART. 


IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES 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, DEVICE OR
TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT
DAMAGES, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY
SERVICES, PRODUCTS, SOFTWARE OR TECHNOLOGY RELATED TO ANY OF THE LICENSOR
DIGITAL COLLECTIBLES OR LICENSOR DIGITAL CONTENT.


IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT,
NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL LICENSOR OR ANY OF
ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY,
INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR
RELATING TO THIS END USER LICENSE AGREEMENT, THE LICENSOR DIGITAL COLLECTIBLES,
OR  ANY LICENSOR DIGITAL CONTENT (EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN
ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE
LIABILITY OF LICENSOR OR ANY OF ITS AFFILIATES EXCEED ONE HUNDRED UNITED STATES
DOLLARS (US$100).


THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS
AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST
EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

‍



11. ASSUMPTION OF RISK ‍


The Licensor Digital Collectibles are based on novel, experimental, and rapidly
evolving technologies. There is, therefore, substantial and significant
uncertainty regarding the operation, effects, and risks thereof, and the
application of existing law thereto.


You acknowledge and agree that you assume the following risks: (a) to the extent
there is a price or market for a blockchain asset such as a non-fungible token,
(i) those prices and markets are extremely volatile, (ii) variations in the
price of other digital assets could materially and adversely affect the value of
any digital assets you own, including any Licensor Digital Collectible, and
(iii) there is no guarantee that any Licensor Digital Collectible will have or
retain any value; (b) the Licensor Digital Collectible may materially diminish
in value as a result of a variety of events, including negative publicity
associated with Licensor or its Affiliates or any Licensor Digital Content; (c)
the use of Internet-native assets (e.g., non-fungible tokens, cryptocurrencies,
etc.) inherently includes the risk of hardware, software or Internet (or any
supporting systems or technology) malfunction or failure, the risk of erroneous,
harmful or malicious software introduction, and the risk that third parties may
obtain unauthorized access to information stored within your digital “wallet” or
elsewhere; (d) neither Licensor nor any of its Affiliates makes any promises or
guarantees about the availability of any Licensor Digital Collectible or that it
or RECUR or any other third party will host your or any other Licensor Digital
Collectible at any specific location or for any specific period of time; (e)
upgrades to an applicable blockchain, a hard fork or other change to the
blockchain, a failure or cessation of the blockchain or its underlying
cryptocurrency, or a change in how transactions are confirmed on the blockchain
may have unintended consequences and adverse effects on all blockchains using
those or similar technologies, including those relevant to any Licensor Digital
Collectible; (f) the risk of losing access to the Licensor Digital Collectible
due to loss of your private key(s), or custodial or transactional error; (g) the
risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and
other technological difficulties; (h) the risk of changes to the regulatory
regime governing blockchain technologies, cryptocurrencies, and tokens, and
their taxation, and new regulations, policies or unfavorable regulatory
intervention in one or more jurisdictions, any of which may materially adversely
affect the use and value of the Licensor Digital Collectible; (i) the taxation
of any of your Licensor Digital Collectible-related transactions; (j) the risks
of engaging in any transactions relating to any Licensor Digital Collectible
with third parties; and (k) cryptographic risks, where (as cryptography is a
progressing field) advances in code cracking or technical advances such as the
development of quantum computers may present risks to the Licensor Digital
Collectible, including the theft, loss or inaccessibility thereof. Licensor and
its Affiliates expressly disclaim any responsibility for all such risks.


You also acknowledge and agree that you have obtained sufficient information to
make an informed decision regarding the Licensor Digital Collectible and you are
solely responsible for determining the nature, potential value, suitability, and
appropriateness of these risks for yourself.

‍



12. INTERNATIONAL USE 

If you are located outside of the United States, you agree to ensure that your
access to and use of the Licensor Digital Collectible complies with all
Applicable Laws, including any laws and regulations governing the import or
export of data, goods, services or software. 

You must not access, use or transfer the Licensor Digital Collectible, whether
on your own behalf or on behalf, or for the benefit, of any other person or
entity, if any Applicable Laws prohibit you or such other person or entity from
receiving products or services originating from the United States, or if you or
such other person or entity are a person or entity with whom transactions are
prohibited under economic or trade sanctions administered or enforced by any
relevant sanctions authority including, without limitation, (i) the Office of
Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department
of Commerce, and the U.S. Department of State, (ii) the United Nations Security
Council, (iii) the European Union, or (iv) Her Majesty’s Treasury of the United
Kingdom.






13. CHANGES TO THIS AGREEMENT 

Our business changes with time, and the terms of this EULA will change also. We
reserve the right to change these terms, including the right to change, modify,
add or remove any part of these terms, without prior notice, at any time in our
sole discretion. Any changes to this EULA will apply on the date they are made
(as specified at the beginning of this EULA). By way of example, your continued
access to or use of the Licensor Digital Collectible after the EULA has been
updated is conditioned upon and constitutes your binding acceptance of the
updates. A link to Licensor’s then applicable EULA is embedded in the Licensor
Digital Collectible.

Licensor will not be liable to you or any third party for any damages or losses
of any kind resulting directly or indirectly from any changes made by us to this
EULA, including any loss of the ability to use any website, applications,
services, products, offerings, or any other aspect of the Licensor Digital
Collectible, including any impact on the risk factors identified in Section 11
above.






14. INDEMNITY 

You will release, defend, indemnify, and hold Licensor, its Affiliates,
licensors (including any third-party rights holders), and each of their
respective officers, directors, employees, representatives, agents, attorneys,
consumers, customers, and predecessors and successors harmless from any claims,
actions, suits, losses, costs, liabilities, and expenses (including reasonable
attorney’s fees) arising from or relating to this EULA, the Licensor Digital
Collectible or any Licensor Digital Content, whether brought by you or a third
party. This indemnity will be applicable regardless of the willful misconduct,
deliberate default, gross negligence or negligence of any party, including any
indemnitee. Licensor reserves the right to control the defense of any matter for
which you are required to indemnify us, and you agree to cooperate with our
defense of the claims. As an indemnitor, you will not settle any claim without
Licensor’s prior written consent.






15. TAXES 

You are solely responsible for paying any and all sales, use, value-added, and
other taxes, duties, and assessments now or hereafter claimed or imposed by any
governmental authority arising from or related to your Possession or any use,
including any transaction whatsoever, of the Licensor Digital Collectible. You
are responsible for determining what, if any, taxes apply due to such uses or
transactions, and you are responsible for reporting and remitting the correct
tax to the appropriate tax authority.

‍



16. ENTIRE AGREEMENT; MISCELLANEOUS; SURVIVAL 

This EULA is the entire agreement between you and Licensor, and supersedes any
prior understandings or agreements (written or oral) as between you and Licensor
or any of its Affiliates with respect to the Licensor Digital Collectible and
any corresponding Licensor Digital Content. Without limiting the foregoing, in
the event of a conflict between this EULA and any applicable terms of use
governing any marketplace, platforms, or distribution channels on which you
purchased the Licensor Digital Collectible, this EULA will control as between
you and Licensor or any of its Affiliates. If any portion of this EULA is held
to be unenforceable, the unenforceable portion will be construed in accordance
with Applicable Laws to the greatest extent possible to reflect the original
intentions of the parties, and the remaining terms and conditions contained
herein shall remain in full force and effect. Licensor’s failure to insist on or
enforce strict performance of any provision of the terms of this EULA will not
be construed as a waiver of any provision, right or remedy.

The terms of this EULA will be binding on your successors and assigns. The terms
of this EULA, and all rights granted to or reserved by us under these terms,
will benefit and be enforceable by our successors and assigns.

Except as otherwise expressly provided herein, there are no third-party
beneficiaries to this EULA.

The obligations in this EULA (including any subsequent updates) will remain
binding and in effect as long as you are in Possession of the Licensor Digital
Collectible. The obligations in this EULA (including any subsequent updates)
that are intended by their terms to survive the suspension, discontinuation,
expiration or termination of any aspect of the Licensor Digital Collectible in
your Possession, shall so survive, including Sections 1-4, 5, 6, 8-11 and 14-16.


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