(a) When Purchaser acquires an Indi, Purchaser owns all personal property rights to that Indi (e.g., the right to freely sell, transfer, or otherwise dispose of that Indi); however, such rights expressly do not include the ownership of the intellectual property rights in the Art. Such rights are licensed pursuant to Section 4 below and those terms govern. In accordance with the foregoing, at no point may we seize, freeze, or otherwise modify the ownership of any Indie.(b) Purchaser may freely sell or otherwise transfer its Indi consistent with Purchaser’s rights in such Indie as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to an INDIAN Government embargo, or that has been designated by the INDIAN Government as a terrorist-supporting country; or (ii) listed on any Indian Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer an Indie to a Prohibited Transferee.(a) Non-Commercial License to the Art. Subject to your compliance with this Agreement, Straight circle studios hereby grants to you, for so long as you own a Indi(as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, and display the Art linked to your purchased Indie solely for the following purposes: (i) for your own personal, non-commercial use (e.g., home display, display in a virtual gallery, or as a social media avatar), including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you own the associated Indie; and (ii) as part of a Straight circle studios’ or third party’s website or application that permits the inclusion, involvement, or participation of your Indi, provided that the website/application cryptographically verifies that only the actual owner can display the Art, and the Art is no longer visible once the owner of the Indi leaves the website/application.(b) Full Commercial License to the Art. In addition, subject to your compliance with this Agreement, Straight circle studios hereby grants to you, for so long as you own an Indi (as recorded on the relevant blockchain), an exclusive, royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, create derivative works of (subject to the below), and display the Art linked to your purchased Indie for Commercial Purposes. “Commercial Purposes” means the use of the Art for all lawful commercial purposes, whether known now or created in the future. Such purposes may include merchandising, inclusion in physical or digital media, or display in “metaverses” or other interactive digital environments. You will have the right to retain all revenue that you generate through your exercise of your rights under this Section.(c ) Derivative Works. Your rights also include the right to create derivative works of the Art to depict the character depicted in the Indie that you own in goods or media by, for example, showing their full body or back, or reformatting the relevant Art for a particular medium. You may also modify the Art to create minor variations in the appearance or clothing, but such rights do not include the right to create characters substantially or confusingly similar to Indies that you do not own.(d) Enforcement. You will have the non-exclusive right, but not the obligation, to bring an action to enforce any infringement of any rights you hold in the Art linked to your Indi as set forth in Sections .We will have no obligation to support any such action. We may also choose to bring such an action in our sole discretion.(e) Protection. You will have the right to procure registration or other intellectual property protection in the works that you create in exercising your license to the Art linked to your Indie in a manner that complies with the terms of this Agreement, including that Straight circle studios retains ownership of the underlying Art. However, you must and hereby do agree to transfer any such registration or other protection in connection with a Permitted Transfer of your Indi, unless you expressly agree otherwise in writing with the Transferee.(f) Name and Trademarks. As provided ,no trademark rights are granted to you by Straight circle studios. However, you may acquire trademark rights yourself in your Indi(which, for avoidance of doubt, do not include rights to the “Indi” trademark) through the exercise of your license rights above in accordance with, and subject to, applicable law. Any trademark rights that you acquire, and the associated goodwill, will transfer in connection with a Permitted Transfer of your Indi unless you expressly agree otherwise in writing with the Transferee.(g) Transfer. The licenses in Sections are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of your Indi.(a) General. All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Straight circle studios. The Art is licensed, not sold. Straight circle studios owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art.(b) Limitations. Without limitation of Sections above, the license does not include: (i) the right to use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; (ii) the right to create derivative works of the Art, except as expressly provided herein; or (iii) the right to use the Indi or the Art to create, or as the basis of, any token or digital items accounted for or recorded on a distributed ledger, including, but not limited to, any token or digital items accounted for or recorded on a distributed ledger that represent (A) an ownership interest in the Indie, or (B) any right that is convertible for, exchangeable into, or exercisable for, any right, title or interest in or to the Indi or the Art.© No Rights to Trademarks. For avoidance of doubt, the licenses in Sections do not include the right to use any Straight circle studios’ trademarks (e.g., Indi, Spirit city and Straight circle studios). No trademark or other rights based on designation of source or origin are licensed to you. Notwithstanding the foregoing, to the extent you acquire any rights to any Straight circle studios’ trademarks, in consideration for the licenses granted pursuant to Sections , you hereby assign to Straight circle studios all rights, title, and interest in and to such trademarks, together with all associated goodwill.(d) Disputes Among Owners. Straight circle studios has no obligation to support the resolution of or to resolve any dispute that may arise between or among Indi owners.(e) Clarifications. Straight circle studios reserves the right, but has no obligation, to clarify the terms of this Agreement in relation to novel or unforeseen circumstances in its sole and exclusive discretion. If Straight circle studios issues or provides any clarification about the terms of this Agreement, such clarification will be binding on the Purchaser, and Purchaser hereby waives any right that Purchaser may have to dispute it in any manner.(a) The disclaimers in Sections above;(b) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of rights in each Indi. Straight circle studios are not responsible for determining or paying the taxes that apply to such transactions.© Each Indi is a digital asset recorded and transferable on the Ethereum blockchain. Any transfer of digital assets occurs through automated processes within the Ethereum blockchain, possibly with support from an NFT Marketplace or other third-party services, all of which are not controlled in any capacity by Straight circle studios. Transactions relating to Indies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions relating to the Indies shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.(d) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Straight circle studios will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions relating to any Indie, however caused.(e) Transactions involving Indies may rely on third-party or decentralized platforms or systems. We do not maintain, control, or assume any obligations with respect to such platforms or systems. Straight circle studios does not store your password, passkey, private key or other credentials needed to access the Indies, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of the Purchaser’s password, passkey or private key in a secure location.(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 THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY INDI OR ACCESS THE ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STRAIGHT CIRCLE studios 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.(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE INDIES OR ACCESS THE ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100).© BY PURCHASING OR OWNING An INDI, PURCHASER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STRAIGHT CIRCLE STUDIOS AND PURCHASER.(a) Informal Dispute Resolution. Without limitation of Straight circle studios’ rights, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Indi (collectively, “Disputes”) informally. Accordingly, neither Party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, Purchaser must deliver a written notice of any Dispute via first-class mail to Straight circle studios at: [email protected].(b) Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. The Parties agree that the Indian Govt. The Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.© Exceptions. As limited exception to Section 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 our intellectual property rights.(d) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the Indian Govt. under its Consumer Arbitration Rules then in effect, except as modified by this Agreement.Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the Indian govt. rules, unless we 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 this arbitration agreement.(e) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the Indian Govt. rules, and Straight circle studios won’t seek to recover the administration and arbitrator fees Straight circle studios is responsible for paying, unless the arbitrator finds your Dispute is frivolous. If Straight circle studios prevail in arbitration, Straight circle studios 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.(f) Injunctive and Declaratory Relief. Except as provided in Sections 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 Straight circle studios 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 litigated 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.(g) Class Action Waiver. YOU AND STRAIGHT CIRCLE STUDIOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR 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 your 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.(h) Severability. With the exception of any of the provisions in Sections of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
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