User License – Meta Mishima

Meta Mishima

This NFT User License (this “User License”) constitutes a legally binding agreement between you and TAG Comics LLC. and/or any subsidiaries, affiliates or successors (“TAG,” “we,” “us,” or “our”) and governs your use of any non-fungible token purchased or obtained on https://mint.metamishima.com/ and/or https://metamishima.com/ (the “Site”) or which you have subsequently acquired in accordance with the terms of this User License. Terms used but not defined herein shall have the meanings set out in the Terms of Service.

What You Own: By purchasing or otherwise legally obtaining one or more Meta Mishima NFTs you will have legal ownership, right, and title to the applicable Meta Mishima NFT. That means you can show it off, use it as your pfp, license it, sell it, create derivative works based on the Metadata associated with it, and even monetize it through the sale of physical merchandise. There are very few restrictions on what you can do with the NFT (main exception is that it is not allowed for purchasers to use the images for/in animations) and the associated Metadata – just the minimum needed to protect the TAG brand – but should you have any questions about using the NFTs or Metadata in a certain manner, take a look at the Section 3 of the User License or shoot us an email at info@tagcomics.com .

1. OWNERSHIP

Upon purchasing or otherwise legally obtaining one or more NFTs and agreeing to this license, and subject to your continued compliance with this User License, and the Terms of Service, you will have legal ownership, right, and title to the applicable NFTs that are associated with certain metadata, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings (collectively, “Metadata”).

You acknowledge that the ownership of NFTs may give you the right to view, store, exchange, and display the NFT publicly but does not allow or imply commercial use or ownership rights to the Metadata. The intellectual property rights in the NFTs and associated Metadata are owned by TAG.

What We Own: This website, its contents, and the Metadata associated with the NFTs are owned by TAG. This includes but is not limited to the intellectual property rights surrounding the images, names, logos, 3D layer files, trademarks, the website, the ability to mint 3D or voxel or other versions of the NFTs, the look and feel of the website interface, the smart contract code, or anything else not specifically granted by any licenses. All rights that are not specifically granted to the users of the website or owners of the NFTs are reserved by us.

2. LICENSED RIGHTS

Personal Use. Upon purchasing or otherwise legally obtaining one or more NFTs and agreeing to this license, and subject to your continued compliance with this User License and the Terms of Service, TAG grants you a limited, worldwide, non-assignable, sublicensable, non-transferable (except as permitted in Section 2(c) below) license for the personal, non-commercial use and display of the Metadata associated with the applicable NFT legally owned and properly obtained by you. The Metadata may only be used as part of the NFT in accordance with the foregoing license as follows: (i) use of the Metadata on a marketplace that allows the purchase and sale of the NFT, so long as the marketplace cryptographically verifies that you are the owner; and (ii) use of the Metadata on the Site or a third party website or app that allows the inclusion, involvement, or participation of the Metadata, so long as the website/app cryptographically verifies that you are the owner, and the Metadata does not stay on the website/app after you have left.
Commercial Use. Upon purchasing or otherwise legally obtaining one or more NFTs and agreeing to this license, and subject to your continued compliance with this User License and the Terms of Service, TAG grants you a limited, worldwide, royalty-free, non-assignable, sublicensable, non-transferable (except as permitted in Section 2(c) below) license to use, copy, and display the Metadata associated with the applicable NFT legally owned and properly obtained by you for the purposes of creating derivative works based on the Metadata (“Commercial Use”). Examples of permissible Commercial Use would be e.g., the use of the Metadata to produce and sell physical merchandise (i.e. T-Shirts, etc.) displaying copies of the Metadata. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Metadata for their NFT to ensure that only the actual owner can display the Metadata; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of an NFT generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Metadata for their NFT to ensure that only the actual owner can display the Metadata, and provided that the Metadata is no longer visible once the owner of the NFT leaves the website/application; or (iii) earning revenue from any of the foregoing.
Permissible Transfers of Your Licensed Rights. You have the limited right to assign or transfer your licensed rights (a “transfer”), as described in Section 2(a) and 2(b) and in accordance with this Section 2(c) in connection with the sale, trade, donation, transfer, or other disposition of your NFT for any reason, provided that: (i) the transferee is not (x) located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a terrorist-supporting country, or (y) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”), (ii) the transferee accepts all of the terms of this User License and the Terms of Service; (iii) you have not, prior to the transfer or assignment, breached this User License or the Terms of Service; and (iv) prior to the transfer or assignment, your licensed rights have not been terminated. Any attempted transfer or assignment of your licensed rights that do not satisfy the requirements of this Section 2(c) shall be null and void and shall constitute a material breach of this User License.
Commissions. You acknowledge and agree that you may be charged a commission when you sell NFTs originally purchased or acquired via the Site on certain Secondary Marketplaces and that such commission may be payable in whole or in part to TAG.

3. LICENSE RESTRICTIONS

Subject to the provisions of Section 2(b), you agree that, with respect to any NFT you legally own and properly obtained, you may not, nor permit any third party to do or attempt to do, any of the foregoing: (a) use the related Metadata to advertise, market, or sell any third party product or service; (b) use the related Metadata 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, violate or misappropriate upon the rights (including intellectual property, publicity or privacy rights) of others; (c) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related Metadata; (d) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related Metadata, whether on or off of the Site; or(e) use the NFT image or related Metadata to create animations either for personal, public or commercial consumption.

4. TERMINATION OF LICENSE

If you violate the User License and/or the Terms of Service, or if you sell, trade, donate, give away, transfer, or otherwise dispose of your NFT for any reason other than in accordance with the terms of this User License and the Terms of Service, your license will automatically and immediately terminate, and you will have no further rights in or to the NFT. We will use the Relevant Network’s records for your NFT to determine whether you possess the applicable NFT and associated license. We may, but are not obligated to, provide you with notice regarding the revocation of your license. Additionally, the license shall automatically terminate and all rights shall return to TAG if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your NFT or the associated Metadata; or (c) you disparage or initiate any legal action against TAG, their affiliates, or any of their respective officers, directors, licensors, members, employees, agents, attorneys and/or successors. Additionally, if any Metadata becomes, or TAG determine is likely to become, the subject of a claim of infringement, TAG has the right, at their sole option, to (x) procure for you the right to continue using such Metadata, or (y) replace the Metadata so that such materials become non-infringing.

5. GOVERNING LAW

This User License and all matters related to it will be governed by the laws of the State of Delaware, without regard to its conflict of laws rules (except to the extent that law is inconsistent with or preempted by federal law). All disputes related to this User License will be brought solely in the federal or state courts located in the State of New York, and you consent to personal jurisdiction in these courts.

6. CHANGES TO THE USER LICENSE

TAG may make changes to this User License from time to time. If TAG make such changes, the updated User License will be made available on the Site and the “Last Updated” date at the beginning of the User License will be revised accordingly. Please check this page periodically for changes. Any changes to this User License will apply on the date that they are made, and, by way of example, your continued access to or use of the NFT after the User License has been updated will constitute your binding acceptance of the updates.

7. ELIGIBILITY

You cannot participate in the Site, purchase or use any NFT, or display any NFT if you: (a) are not able to form legally binding contracts (for example, if you are under 18 years old or due to issues around your mental capacity); or (b) are a person with whom transactions are prohibited under economic or trade sanctions or a Prohibited Transferee.

8. DISCLAIMER

THE NFTS AND ANY METADATA IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU UNDERSTAND AND ACKNOWLEDGE THAT NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE RELEVANT NETWORK AND THAT TAG DOES NOT CONTROL THE RELEVANT NETWORK OR TRANSACTIONS OR TRANSFERS THAT OCCUR ON THE RELEVANT NETWORK AND MAKES NO PROMISE OR GUARANTEE WITH RESPECT TO THE RELEVANT NETWORK. YOU AGREE THAT YOUR USE OF THE SITE, ANY NFT AND THE METADATA, AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESITE, THE NFTS, THE METADATA, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS UNDER THESE TERMS TO THE EXTENT CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL.

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITEOR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL TAG BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE NFTS OR METADATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

10. INDEMNITY

You agree to defend, indemnify, and hold TAG harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the NFT and any licensed rights and/or your participation in use of the Site, including: (a) your breach of this User License or any third-party terms; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; or (c) any other activities in connection with any NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve 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 these claims.

You irrevocably release, acquit, and forever discharge TAG of any liability for direct or indirect copyright, trademark, patent or intellectual property infringement or violation, direct or indirect misappropriation of any trade secrets, or direct or indirect violation of any publicity or privacy right, in each case, for their use in accordance with this User License of any Metadata.

11. TAXES

You are solely responsible for all taxes and charges (including any VAT, sales, or compensating-use tax or equivalent tax and any taxes on the resale of any NFT) that apply in connection with purchases via the Site and any subsequent transaction involving any NFT. The applicable tax rate will be determined based upon the state, county, or locale. TAG are not responsible for determining the taxes that may apply to any of your transactions.

12. ASSUMPTION OF RISK

You acknowledge and agree as follows: (i) there are risks associated with blockchain-based assets like the NFTs, including, but not limited to, the volatility of price and the absence of liquidity (the ability to resell), the risk of loss of your NFT as a result of faulty hardware, software, and Internet connections and/or failures; the risk of the introduction malicious software; the risk that third parties may obtain unauthorized access to information stored within the wallet holding your NFT; and the risk of loss of your NFT due to loss of private key(s), custodial error, or purchaser error, and we will not be responsible for any of these, however caused; (ii) we do not make any representations, warranties, promises or guarantees, express or implied, about the availability of any NFTs or Metadata on the Internet; (iii) upgrades to the Site or the Relevant Network, a hard fork in the Relevant Network, a failure or cessation of the Relevant Network, or a change in how transactions are confirmed on the Relevant Network all may have unintended, adverse effects on the NFTs; (iv) the NFTs (including the Metadata) are made available solely for collection and entertainment purposes; (v) we do not make any representations, warranties, promises or guarantees, express or implied, related to any third parties you interact with or their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (vi) there also exists: (a) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (b) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, or unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of any NFT; and (c) the risks related to taxation. In addition to assuming all of the above risks, you acknowledge that we cannot and do not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in any NFT, or its supporting systems or technology, will be corrected. We cannot and do not represent or warrant that any NFT or the delivery mechanism for it are free of viruses or other harmful components. Transactions in NFTs are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any NFT. If the Metadata associated with an NFT is no longer maintained at the storage location indicated in the resource locator contained in the NFT, the market value of such NFT may be reduced or eliminated entirely.

13. MISCELLANEOUS

If any term or provision of this User License is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this User License or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in this User License is for convenience only and will not have any impact on the interpretation of any provision. Throughout this User License, the use of the word “including” means “including but not limited to.” The obligations in this User License that are intended by their terms to survive the expiration or termination of this User License shall so survive, including Sections 1, and 3-12.