Theia Studios Inc.

In-Game NFT License

Last modified: February 16th, 2023
Through the Theia Services, you may be permitted to purchase or place a bid on and subsequently pay for (together, “Purchase”) In-Game NFTs created by or on behalf of the Theia Studios Inc.(“Theia”). This In-Game NFT License (“In-Game NFT License”) describes your rights and obligations with respect to such In-Game NFTs. Capitalized terms used herein but not defined have the meaning set forth in Theia's Terms of Service.

1. Ownership and License

1.1 Ownership
Purchasing In-Game NFTs entitles you to the ownership of the In-Game NFTs. Except as set forth below, you may use or resell the In-Game NFTs as you choose, provided that any purchaser of a resold In-Game NFT (such sale, a “Secondary Sale”) will also be subject to this In-Game NFT License. Immediately following any Secondary Sale, your ownership of the In-Game NFT(s) and any associated licenses provided under this In-Game NFT License will terminate. Your purchase of, and the transfer of ownership of, the In-Game NFT(s) is subject to your agreeing to this In-Game NFT License, any applicable terms of the Theia Terms of Service. As between you and Theia, in the event of any conflict between the Theia Terms of Service, and this In-Game NFT License, the terms shall control in the following order: this In-Game NFT License, and the Theia Terms of Service.
1.2 License
Subject to your complete and ongoing compliance with this In-Game NFT License, and any other terms governing your relationship with Theia, Theia grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license to use Related Content solely (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your In-Game NFT(s), provided that the marketplace cryptographically verifies your right to display the Related Content to ensure that only the actual owner of such In-Game NFT can display the such Related Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your In-Game NFTs (s), provided that the website/application cryptographically verifies each the In-Game NFT owner’s rights to display the Related Content for their In-Game NFTs to ensure that only the actual owner of such In-Game NFT can display the Related Content, and provided that the Related Content is no longer visible once the owner of the In-Game NFT leaves the website/application. For clarity, except for the foregoing license, neither your purchase of the In-Game NFT nor this In-Game NFT License grant you any other license or rights to any Related Content.
1.3 License User and Restrictions
Except and solely to the extent such restriction is impermissible under applicable law, you may not:
  1. Profit from, license or otherwise commercialize in any way the In-Game NFTs(s) or its contents, including in connection with the marketing, advertising, or selling of any third-party product (including giving away such products in the hopes of eventually commercial gain), except as part of a Secondary Sale;
  2. Modify the In-Game NFT(s) or its contents in any way or combine the In-Game NFT(s) or its contents with, or embed the In-Game NFT(s) or its contents into, any digital or other content or media;
  3. Use the In-Game NFT(s) or its contents in any manner which infringes upon the intellectual property rights of any person or entity;
  4. Use the In-Game NFT(s) in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of USTA and its employees or any tennis player, tournament or organization; and
  5. Commit any of the foregoing actions with respect to the Related Content:
    1. Use the Related Content except as incorporated into the In-Game NFT; or
    2. Encourage of permit any third party to do any of the foregoing.

2. Disclaimer

IN-GAME NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL NFT SMART CONTRACTS OPERATE ON THE DECENTRALIZED ETHEREUM LEDGER. THEIA AND ITS EMPLOYEES, AGENTS, DIRECTORS, AND SUBCONTRACTORS HAVE NO CONTROL OVER AND MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ETHEREUM OR SMART CONTRACTS. YOU AGREE THAT THEIA AND ITS EMPLOYEES, AGENTS, DIRECTORS, AND SUBCONTRACTORS ARE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO THE IN-GAME NFTS, THE BLOCKCHAIN ON WHICH THEIA MINTS THE IN-GAME NFTS, YOUR DIGITAL WALLET, OR SMART CONTRACTS.

3. Eligibility

In order to purchase the In-Game NFTs through the Theia Services, you must be 18 years of age or older or the age of majority in your jurisdiction, whichever is greater.

4. Assumption of Risk

The value of In-Game NFTs is subjective and therefore can be volatile. In-Game NFTs and similar assets are collectibles and have no inherent or intrinsic value. Theia and its employees, agents, directors and subcontractors do not and cannot guarantee that any In-Game NFTs purchased will retain their original value. You agree to assume all risk associated with the use and value of the In-Game NFTs.

5. Governing Law

The terms of this In-Game NFT License shall be governed by the laws of the state of Delaware, without respect to its conflict of laws principles.

© 2024 Theia Studios Inc.

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