End User Terms

1.1. IP Repository; Registration of IP Assets. The Functionality provides you with access to a repository of intellectual property assets and content (“IP Assets”) on the Integrated App (such repository, the “IP Repository”). You and other users may create new additional IP Assets on the Integrated App and register and add such IP Assets to the IP Repository.

1.2. IP Asset Tokens. When you register your IP Asset on the IP Repository within the Integrated App, such registration to the IP Repository will be recorded as a blockchain-based digital token (“IP Asset Token”), and such IP Asset Token will be created and transferred to your third-party self-custodial digital wallet (“Wallet”). The IP Asset Token serves as the blockchain embodiment of the IP Asset registration on the IP Repository and may include metadata such as the name or title of the IP Asset, the IP Asset registration number (which will be automatically generated by the Functionality upon registration), the name of the owner of the IP Asset, the source link for the content of the IP Asset, the date of registration, and the status of the IP Asset.

1.3. Licensing IP Assets. The Functionality allows you to obtain a license to use IP Assets from the IP Repository. The holder of each IP Asset Token, whether that is the provider of the Integrated App or another user of the Integrated App, may set forth the terms that are applicable to licensing and use of their IP Asset. You may also license out rights in your IP Asset to other users of the Integrated App and set forth the applicable license terms for their use of your IP Asset. When you make your IP Asset available to be licensed by other users of the Integrated App, you will be presented with a form of License Agreement that you may work from to designate the terms governing the licensing of your IP Asset. For example, license terms may allow a licensee to use, distribute, reproduce, display, perform, modify, and/or create adaptations, derivatives, and remixes of an IP Asset (“Derivative IP Assets”), set content standards around use of your Derivative IP Assets, and/or specify whether the license uses are for commercial or non-commercial purposes. When you license an IP Asset on the App, the resulting license terms will also be recorded as a blockchain-based digital token (“Licensing Token”) and such Licensing Token will be created and transferred to your Wallet. The Licensing Token serves as the blockchain embodiment of the license to the IP Asset, and the applicable license terms will be included in the metadata of the Licensing Token. You acknowledge and agree that certain terms of the IP Asset licenses that are made available to you via the Integrated App may be predetermined by the provider of the Integrated App. You may only register an IP Asset on the IP Repository or create a License NFT for your IP Asset if you own or control all relevant rights in that IP Asset to be able to reproduce it and license it out to other users of the Services. In addition, you acknowledge and agree that if your IP Asset is jointly owned by multiple owners (i.e., the IP Asset is owned by you and at least one additional individual or entity), the joint owners agree that: (a) they must designate one person or entity to act as the authorized licensing agent for such IP Asset on the Story Protocol, (b) only such authorized licensing agent may register the IP Asset on the Story Protocol, and (c) the controller of the Wallet that holds the applicable IP Asset Token will control uses and licenses of the IP Asset on the Story Protocol.

1.4. Derivative IP Assets. If you have a license to an IP Asset that allows you to create Derivative IP Assets of it, you may do so in accordance with the applicable license terms. You may register and add your Derivative IP Assets to the IP Repository as another IP Asset, receive an IP Asset Token for such Derivative IP Asset, and create License Tokens based on such new IP Asset in accordance with the process in Sections 1.2 and 1.3 above. When you register your Derivative IP Asset on the IP Repository as a new IP Asset, the metadata for such IP Asset may indicate that it is a Derivative of a prior IP Asset.

1.5. Your Representations and Warranties Regarding IP Assets, Licensing, and Derivative IP Assets. You represent and warrant that you will only register IP Assets, including Derivative IP Assets, on the IP Repository or create License NFTs based on such IP Assets if you have all necessary rights and authorizations to create, register, and license out such IP Assets in the manner you elect within the Integrated App, including the right to create and distribute such IP Assets and the right to grant the applicable licenses thereto via the Functionality. We reserve the right to remove the Functionality for any IP Asset Token or Licensing Token (collectively, these tokens, the “App Tokens”) from within the Integrated App if we determine in our sole discretion that such App Token was created without the requisite legal permissions. You acknowledge and agree that while you may set content standards around use of your IP Assets, we have no obligation to monitor or enforce such content standards on your behalf. 

A. IP Asset Policies. The Functionality allows you to access “IP Asset Policies” or “IPA Policies,” which are policies for administering groups of IP Assets that are unified by a shared theme or origin or licensing structure, and which policies are set forth by the relevant owners of the relevant owners of the IP Assets. For example, an IPA Policy may cover a specific character from the Integrated App, or a specific type of content, such as comic book art. IPA Policies may be created and administered by individual owners of the IP Assets on the Integrated App or by broader communities on the Integrated App, and the administrator(s) can configure workflows for the applicable IPA Policy, such as setting universal license terms for IP Assets within the IPA Policy, designating registration requirements for such IP Assets, or implementing royalty distribution strategies. IP Assets are not required to be part of any IPA Policies.

1.6. Transfer of App Tokens. If you transfer your IP Asset Token to another person or entity, you also transfer to such new token owner all the functionalities and benefits attached to such token on the Integrated App, including: (i) in the case of transfers of IP Asset Tokens, the right to control the applicable IP Asset or Derivative IP Asset associated with the IP Asset Token and the right to receive license fees from licensees for use of such IP Asset, and (ii) in the case of transfers of Licensing Tokens, the right to be the licensee under the applicable license underlying the Licensing Token.

2.1. Governmental Notices. If we receive a notice from any governmental authority that the owner of an IP Asset Token is not the lawful owner of the underlying IP Asset or is a Prohibited Person (as defined below), we reserve the right to take any actions we may deem necessary to comply with applicable laws.

2.2. Right to Remove. In the event that a dispute regarding your IP Asset is finally resolved, with no right for an appeal, that holds that your IP Asset infringes a third party’s intellectual or proprietary rights, we reserve the right (but are not obligated) to remove access to such content from the Integrated App, and to remove any functionality of any digital token associated with such content from the Integrated App (it being understood that to the extent such digital tokens are created on the public blockchain, we have no way to remove the actual data for such digital tokens themselves from the blockchain, we can only remove their functionality within the Integrated App) and we are not obligated to provide you with any recourse or recompense in connection with doing so. You acknowledge and agree that the Company accepts no responsibility or liability for the acts or omissions of users of the Integrated App or the originality or condition of any IP Asset that is made available by any third party other than the Company.

3.1. Disclaimers.

(a) Your access to and use of the Integrated App and Functionality are at your own risk. You understand and agree that the Functionality is provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Functionality, (b) any harm to your computer or mobile device system, loss of data, or other harm that results from your access to or use of the Functionality, (c) the operation or compatibility of the Functionality with any particular system or device, (d) whether the Functionality will meet your requirements or be available on an uninterrupted, secure or error-free basis, and (e) the deletion of, or the failure to store or transmit your content and other communications maintained by the Functionality. No advice or information, whether oral or written, obtained from the Company Entities or through the Functionality, will create any warranty or representation not expressly made herein.

(b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SUCH AS IN SECTIONS 3.1 AND 3.3. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN SECTIONS 3.1 AND 3.3 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

(c) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES USING THE FUNCTIONALITY.

(d) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

3.2. Assumption of Risks.

(a) You acknowledge and agree that there are risks associated with purchasing and holding blockchain-based tokens and using blockchain technology. These include, but are not limited to, risk of losing access to tokens due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.

(b) You agree that App Tokens are not to be used as a substitute for currency or medium of exchange, resale, or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in the Company or its affiliates as a result of your acquisition of App Tokens. You warrant and covenant that you will not portray App Tokens as an opportunity to gain an economic benefit or profit, or as an investment or equity interest.

(c) We will use commercially reasonable efforts to deploy secure and functional smart contracts underlying App Tokens created directly by the Functionality. However, we will not be liable or responsible to you for any failure in the intended function of any smart contracts for any App Tokens, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm.

(d) Any purchase or sale you make, accept, or facilitate for any App Token(s) will be entirely at your risk. We do not authorize, control, or endorse purchases or sales of App Tokens. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting or facilitating transactions in any App Tokens.

(e) Because many public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, transition from a testnet version into a mainnet version, or duplicate the original blockchain that initially recorded ownership of your App Token(s). It is also possible for your App Token(s) to be migrated to another blockchain. In such case, any rights granted under these End User Terms will only be granted to the lawful owners of such App Tokens whose ownership is recorded on the mainnet version or migrated version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).

3.3. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE FUNCTIONALITY OR THE INTEGRATED APP), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE END USER TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE FUNCTIONALITY OR THESE END USER TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE END USER TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE FUNCTIONALITY. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3.4. Indemnification. By entering into these End User Terms and accessing or using the Functionality and App, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these End User Terms or any applicable law or regulation, (b) your violation of any rights of any third party, (c) your misuse of the Functionality, (d) your IP Assets, or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that the Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Company in the defense or settlement of such claim.

4.1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

4.2. Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

4.3. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Functionality, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration in San Francisco, California, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these End User Terms). Because your contract with the Company, these End User Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these End User Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these End User Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

4.4. Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

(a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;

(b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

(c) intellectual property disputes.

4.5. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

4.6. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these End User Terms by sending written notice of your decision to opt-out to the U.S. mailing address listed in the “How to Contact Us” section of these End User Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Integrated App or agreeing to these End User Terms; otherwise, you shall be bound to arbitrate disputes on a non-class basis in accordance with these End User Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

4.7. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

5.1. Updating These End User Terms. We may modify these End User Terms from time to time in which case we will update the “Last Revised” date at the top of these End User Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail. However, it is your sole responsibility to review these End User Terms from time to time to view any such changes. The updated End User Terms will be effective as of the time of posting, or such later date as may be specified in the updated End User Terms. Your continued access or use of the Integrated App after the modifications have become effective will be deemed your acceptance of the modified End User Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in the End User Terms.

5.2. Termination. All sections which by their nature should survive the termination of these End User Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these End User Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

5.3. Injunctive Relief. You agree that a breach of these End User Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

5.4. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

5.5. U.S. Government Restricted Rights. The Functionality and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

5.6. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Integrated App, including the Functionality, and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Integrated App may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, or (c) any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (a “Prohibited Person”). By using the Integrated App, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

5.7. Miscellaneous. If any provision of these End User Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these End User Terms and shall not affect the validity and enforceability of any remaining provisions. These End User Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Functionality is operated by us in the United States. Those who choose to access the Integrated App from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These End User Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 4, or if arbitration does not apply, then the state and federal courts located in California. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these End User Terms.

5.8. How to Contact Us. You may contact us regarding the Functionality or these End User Terms at: 1400 112th Ave SE #100-37, Bellevue WA 98004, by phone at (650) 641-9487 or by e-mail at [email protected].