1. DEFINITIONS. The following terms have the corresponding meanings:
“Art” means any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content owned by or licensed to adidas and linked to an NFT that you Own.
“NFT” means any blockchain-tracked, non-fungible token.
“Own” means, with respect to an NFT, an NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.
“Purchased NFT” means an NFT that you Own.
“Third Party IP” means any third-party intellectual property rights including, but not limited to, rights in inventions and discoveries, patents, utility models, rights in designs, trademarks, service marks, trade names, logos, devices, signs, copyrights, associated goodwill, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.
2. OWNERSHIP. You acknowledge and agree that adidas AG (“adidas”) (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms and Conditions (these “Terms”) below. adidas and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these Terms including, without, limit the right to reproduce, create derivative Art, distribute and display the Art.
3. TERMS. Subject to your rightful and lawful purchase or acquisition of the NFT and, with respect to a Purchased NFT, your continued compliance with these Terms, adidas grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. The license to display the Art for the purchased NFT is automatically and always transferred with the NFT as provided below in Section 5. Otherwise the license to display the Art for the purchased NFT is non-transferable.
4. RESTRICTIONS. You agree that you may not, nor permit any third party to do or attempt to do any of the following without adidas’s express prior written consent in each case: (i) modify, distort or perform any other change to the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFTs as a brand or trademark or to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) 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 Art for your Purchased NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; (vii) use the Art for your Purchased NFTs in connection with defamatory or dishonest statements about adidas and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of adidas or represent or imply that your exercise of the license in Section 3 is endorsed by adidas and/or its affiliated companies; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, adidas may need to pass through additional restrictions on your ability to use the Art; and (y) to the extent that adidas informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms. The restrictions in Section 4 will survive the expiration or termination of the license granted in Section 3. The NFT, and any product or service related to the NFT, is not available to certain individuals, countries, or territories deemed sanctioned by governing bodies. Please refer to the sanction websites for the United States (https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information), countries of the European Union (https://sanctionsmap.eu/#/main), and Switzerland (https://www.seco.admin.ch/seco/de/home/Aussenwirtschaftspolitik_Wirtschaftliche_Zusammenarbeit/Wirtschaftsbeziehungen/exportkontrollen-und-sanktionen/sanktionen-embargos/sanktionsmassnahmen.html) for up-to-date lists at the time of this reading. adidas accepts no liability for losses to any party based in any of the foregoing countries or territories arising out of, or in connection with, any order for any of the products or services, including NFTs, detailed on this website/application.
5. LIMITATIONS AND NO RIGHT TO TRADEMARKS. Without limitation to Section 4 above, the license in Section 3 does not include: (i) the right to use the Art to create additional NFTs; (ii) the right to create derivative works of the Art; (iii) the right to, and you may not, use any adidas trademarks in connection with the exercise of your license in Section 3. No adidas trademarks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to adidas trademarks. The limitations in Section 5 will survive the expiration or termination of the license granted in Section 3.
6. TRANSFERS. You have the limited right to transfer the Purchased NFT, provided that (a) any such transfer shall be in accordance with applicable laws and regulations, including but not limited to restrictions under trade regulations; (b) the transferee accepts all the Terms and the transferee shall, by purchasing, accepting, accessing or otherwise using the Art, be deemed to accept all the Terms; (c) you provide notice to the transferee of the Terms including a link or other method by which the Terms can be accessed by the transferee; (d) you have not breached the Terms before the transfer; and (e) your license to the Purchased NFT has not been terminated before the transfer.
7. TERMINATION AND CONSEQUENCES. The license granted in Section 3 above applies only to the extent that you rightfully and lawfully purchased or acquired the NFT and, with respect to a Purchased NFT, you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 to you will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. The license granted in Section 3 will also automatically terminate, with all rights returning to adidas if: (a) you breach any of the Terms which shall include, without limit, transferring, selling, donating or otherwise disposing of the Purchased NFT in a way not allowed specifically under the Terms; (b) you engage in any unlawful business practice related to the Purchased NFT or (c) if other circumstances occur which would make it unreasonable for the party to remain bound to the agreement until the next regular effective date of termination. In case you did not rightfully and lawfully purchase or acquire the NFT or upon any termination of the license granted in Section 3, adidas may disable your access to the Art and/or deny access to any further benefits, services or goods associated with the NFT and you shall delete, remove or otherwise destroy any backup or single digital copy of the Art.
8. DISCLAIMER OF WARRANTIES. You accept the purchased NFT(s) “as is”, with no representation or warranty of any kind, express or implied, in excess of any statutory warranty rights that you may have under applicable law.
9. LIMITATION OF LIABILITY. Our obligation to pay damages shall be limited as follows: for damages caused by a breach of a material contractual obligation, we shall only be liable up to the amount of the typically foreseeable damages at the time of entering into these Terms. We shall not be liable for damages caused by a breach of a non-material contractual obligation. A material contractual obligation is any obligation on the performance of which you can routinely rely, and which in particular facilitates the due implementation of the contract that we have entered into. The limitation of liability as set out above shall not apply to (a) damages caused by us intentionally or by gross negligence, (b) culpably caused personal injuries, (c) any liability under the German Product Liability Act, and/or (d) in case of any (other) mandatory liability. Furthermore, the limitation of liability above shall not apply if and to the extent we have assumed a guarantee. You shall take all reasonable measures necessary to avert and reduce damages.
10. ASSUMPTION OF RISK. You agree as follows: (i) To the extent a there is a price or market for a blockchain asset, 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, such as Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value; (ii) 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”, and adidas will not be responsible for any of these, however caused; (iii) adidas does not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time; (iv) upgrades to the Ethereum platform, a hard fork 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 Purchased NFTs; (v) NFTs are made available solely for entertainment purposes; (vi) adidas is not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called “secondary market”) or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and adidas shall have no liability in connection with any such transaction or its consequences.
11. GOVERNING LAW. These Terms will be governed solely by German law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. If you are a merchant, a legal entity under public law, a special fund under public law, or if you have no general place of jurisdiction in Germany, the District Court Nürnberg-Fürth shall have exclusive jurisdiction for any disputes arising from or in connection with these Terms.