*This license agreement is modeled on the Yuga Labs license for CryptoPunks issued in 2022, and on the HiFO Labs licence for Nakamigos issued in 2023.
Superiors is a collection of unique digital collectible characters represented by non-fungible tokens (such tokens, “Superiors NFTs”) minted by a smart contract deployed to the Ethereum blockchain (the “Superiors Smart Contract”). The Superiors Smart Contract associates each Superiors NFT with a piece of digital art displaying one of the Superiors characters (“Superiors Art”).
These terms (“Terms”) are a legally binding agreement by and between In NFT We Trust (INWT) (“In NFT We Trust (INWT),” “we” or “us”), and any owner of a Superiors NFT (“you” or “Owner”) governing the parties’ rights and obligations with respect to Superiors NFTs and Superiors Art.
NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:
BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND In NFT We Trust (INWT) THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
(a) You Own Your Superiors NFT. When you own a digital wallet that holds a Superiors NFT, as5 recorded by the Superiors Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Superiors NFT (“Your Superiors NFT”). Except for the Superiors NFTs we own, In NFT We Trust (INWT) have no right or ability to seize, freeze, or otherwise modify the ownership of any Superiors NFT.
(b) We Own (but License to You) the IP in Your Superiors Art. In NFT We Trust (INWT) own all rights, title, and interest in and to the Superiors Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the License (defined below) to use the Superiors Art associated with Your Superiors NFT (“Your Superiors Art”) for as long as you hold Your Superiors NFT.
(c) You Own the IP in Your Derivative Superiors Works. As between you and In NFT We Trust (INWT), you own all rights, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, based upon Your Superiors Art created during the License Term (defined below) (“Derivative Superiors Work”); provided, however, that (i) we retain the copyright in the Superiors Art underlying any Derivative Superiors Work; (ii) your use of any Derivative Superiors Work during and after the License Term is subject to these Terms; and (iii) your use of any Derivative Superiors Work after the License Term may require a license from the current owner of the Superiors NFT.
(d) Utility. Owners may be offered utility, benefits, or entitlements (collectively,“Utility”) from time to time, but these Terms do not confer any Utility except as granted by the License. In NFT We Trust (INWT) make no assurances of any Utility. Any Utility may be subject to other terms and conditions. In NFT We Trust (INWT) will not be responsible in any manner for any utility offered by any third party.
(a) Grant. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Superiors NFT and, for so long as you hold Your Superiors NFT (both dates as recorded by the Superiors Smart Contract) (the “License Term”), In NFT We Trust (INWT) grant to you an exclusive, universe-wide, royalty-free, sublicensable license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your Superiors Art (“License”). The License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your Superiors Art, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below.
(b) Restrictions and Reservations.
i. The License extends only to Your Superiors Art—meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your Superiors Art. Thus, while the License allows you to create and exploit Derivative Superiors Works, the License does not grant you rights in any individual element of Your Superiors Art, or a license to exploit any individual element separate and apart from Your Superiors Art. For example, the License allows you to create three-dimensional renditions of, and to add new clothing to, Your Superiors Art, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
ii. The License does not grant you any rights in or to In NFT We Trust (INWT)’ (or any other) trade names, brands, trade dress, or trademarks (e.g., “Superiors”), all of which are expressly reserved to In NFT We Trust (INWT) (collectively, “TM Rights”). You hereby agree that any TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to In NFT We Trust (INWT). For the sake of clarity, the TM Rights do not include Your Superiors Art, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and applicable law.
iii. Any application to register a trademark in Your Superiors Art must occur during the License Term and be based solely upon the actual use of the Superiors Art in commerce and solely for the goods or services in connection with which Your Superiors Art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your Superiors Art on an “intent to use” basis or where you otherwise have not used Your Superiors Art in commerce.
iv. You may not use Your Superiors Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
v. You may not use Your Superiors Art in a manner that violates applicable law.
vi. All rights not expressly granted herein are reserved by us.
(c) License Back to In NFT We Trust (INWT). You grant to In NFT We Trust (INWT) an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable license to publicly display and otherwise use Your Superiors Art alongside other Superiors Art for the purpose of promoting or exhibiting the entire Superiors collection.
(a) Copyright Notices. You may include the following copyright notice with Your Superiors Art: “© 2023 Superiors” (the “Superiors Copyright Notice”). Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative Superiors Work created during the License Term, provided that you also include the Superiors Copyright Notice.
(b) Copyright Registrations. Any application to obtain a copyright registration in Your Superiors Art shall identify “In NFT We Trust (INWT)” as the copyright owner of the Superiors Art. Any application to obtain a copyright registration in a Derivative Superiors Work may identify you or such other person you designate as the copyright owner but shall identify Your Superiors Art as a preexisting work upon which the Derivative Superiors Work is based.
(c) Actions. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Superiors Art, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Superiors Art, not other Superiors Art—for example, on the ground that the other Superiors Art is substantially similar to Your Superiors Art; and (ii) In NFT We Trust (INWT) may, in their sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.
(d) Disputes Among Owners. In NFT We Trust (INWT) have no obligation to support the resolution of, or resolve any, dispute that may arise between Superiors NFT owners.
(a) Nn nennoinlinn Except as expressly provided herein, ownership of a Superiors NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Superiors NFT.
(b) Termination of License. Upon the transfer of Your Superiors NFT to a new Owner, as recorded by the Superiors Smart Contract: (i) your License hereunder shall immediately and automatically terminate; (ii) you must discontinue any use of your Superiors Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.
(c) Published Superiors Works. If, during the License Term, you create and make available to the public a work using Your Superiors Art (a "Published Superiors Work"), you may, except as set forth in Section 4(b)(ii), continue to use and exploit that Published Superiors Work in accordance with these Terms after the Ucense Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Superiors Work after the Ucense Term; and (0) this privilege does not allow you to use the Superiors Art to create any new works or materials after the License Term. Thus, for example:
• A digital series featuring Your Superiors Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the Superiors Art would require a license from the new Owner.
• After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Superiors Art that were created and offered for sale during the License Term, but the creation or distributor of any new merchandise or inventory featuring the Superiors Art would require a license from the new Owner.
05. Owner's Representations and Warranties
Owner represents and warrants that Owner:
(a) is over the age of majority and has the legal capacity to enter into these Terms;
(b) will only use and Interact with any Superiors NFT and Superiors Art In accordance with these Terms;
(c) will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of In NFT We Trust (INWT), Its licensors, or any right of any third party; and
(d) is not, and will not, knowingly execute a transaction involving a Superiors NFT or Superiors Art with any person who is, (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
06. Warranty Disclaimers
(a) EACH Superiors NFT AND Superiors NFT ART IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, In NFT We Trust (INWT) EXPLICITLY DISCLAIMS ANV AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANV WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
(b) EACH Superiors NFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH In NFT We Trust (INWT) DOES NOT CONTROL
(c) In NFT We Trust (INWT) WILL NOT BE RESPONSIBLE OR LIABLE TO OWNER FOR ANY LOSS IN CONNECTION WITH ANY Superiors NFT OR Superiors ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE GABLE TO OWNER FOR, ANV USE OF OR INABILITY TO USE ANY Superiors NFT OR Superiors ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (Ill) DATA LOSS OR CORRUPTION; (IV) ANV FEATURES, DEVELOPMENT,ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY Superiors NFT OR Superiors ART; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
07. Assumption of Risk
Owner accepts and acknowledges all risks associated with the following:
(a) Superiors NETS and Superiors Art may be used In myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring a Superiors NFT, including to understand what previous and existing uses have been made of the Superiors NFT and Superiors Art and how those uses may affect value, any purchase of a Superiors NET Is at the purchaser's own risk. In NFT We Trust (INWT) Is not responsible for verifying or providing information on how a Superiors NIT or its Superiors Art have been exploited. Additional documentation from an Owner may be necessary or prudent.
(b) In NFT We Trust (INWT) is not responsible for determining or paying any taxes that apply to any Owner's purchase, sale, or transfer of rights in each Superiors NFT. As between the parties, Owner Is solely responsible for determining what, if any, taxes apply to such transactions.
(c) Transactions involving Superiors NFTs and Superiors Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that In NFT We Trust (INWT) provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.
Owner shall defend, indemnify, and hold In NFT We Trust (INWT), its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Superiors NFT or Superiors Art, whether or not such person personally purchased a Superiors NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by In NFT We Trust (INWT) in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.
09. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY Superiors NFT OR Superiors ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FIR) LABS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ANY INDEMNIFIED PARTY'S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.
(b) BY PURCHASING OR OWNING A Superiors NFT, OWNER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN In NFT We Trust (INWT) AND OWNER.
10. Dispute Resolution
(a) Mandatnry Arbitration of Disputes Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Superiors NFT or Superiors Art ("Dispute") must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the License or these Terms.
(b) Exceptions. As a limited exception to Section 10Ia). above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek Injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules The arbitration will be conducted by the American Arbitration Association ("AAA") under Its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adrorg or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AM Rules. The AAA provides a form Demand for Arbitration at www.adrorg. Any arbitration hearings will take place in the county or parish) where one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of these Terms.
(d) Arbitration Costs Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and In NFT We Trust (INWT) won't seek to recover the administration and arbitrator fees for which In NFT We Trust (INWT) is responsible unless the arbitrator finds your Dispute is frivolous. If In NFT We Trust (INWT) prevails in arbitration, In NFT We Trust (INWT) will pay all of its attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
(e) jniunrtiye and Declaratory Relief, Except as provided in Sargon 101d) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or In NFT We Trust (INWT) prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future Injury to the public), the entitlement to and extent of such relief must be ligated in a civil court of competent jurisdiction and not In arbitration. The parties agree that litigation of any issues of public Injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND In NFT We Trust (INWT) AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with a party's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severabilitv With the exception of any of the provisions in Ser.. 10(f)(Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
In NFT We Trust (INWT) reserves the right to clarify or amend these Terms by publicly publishing a new version of them, Including, but not limited to, on https://Superiorsio, or any successor website.
12. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State and City of New York, and you and In NFT We Trust (INWT) each waive any objection to jurisdiction and venue in such courts.
(a) The Ucense applies only to the Superiors NFT on the blockchain that In NFT We Trust (INWT), in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Superiors NFTs, only the non-fungible token recorded on the blockchain designated by In NFT We Trust (INWT) will be eligible to receive the benefit of the Ucense. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by In NFT We Trust (INWT) is void ab initio.
(b) These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
(c) These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13(a) or as the parties may agree in writing.
(d) Failure to promptly enforce a provision of these Terms or any rights related to the Superiors NFT or Superiors Art will not be construed as a waiver of such provision or rights.
(e) Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
(f) The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the Intent of these Terms into full force and effect.
(g) If any one or more of the provisions of these Terms should be ruled wholly or partly Invalid or unenforceable, then the provisions held Invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein.
(h) The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.
(i) Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
(j) For purposes of these Terms, the words and phrases "include," fincludes,""including," and "such as" are deemed to be followed by the words "without limitation".
(k) Owner may give notice to In NFT We Trust (INWT) by contacting In NFT We Trust (INWT) at email@example.com. Notice is effective upon receipt.
(l) The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law, will be given the same effect and weight as original signatures.