The term (“Term”) of this Agreement will begin on the Effective Date and continue into perpetuity unless terminated by Company as provided below in this Agreement. All of the rights and obligations that customarily extend beyond the Term (warranties, representations, compensation, indemnity obligations, etc.) shall continue in perpetuity notwithstanding any termination or expiration of this Agreement.
2. License Terms.
A. Rights and Licenses: By purchasing The Royals NFT, the Purchaser shall receive from the Company a non-exclusive, non-sublicensable, non-transferable worldwide, license to use and publicly display The Royals NFT for personal, non-commercial use (“The Royals NFT Rights”) during all times when the Purchaser remains the title owner of The Royals NFT. In the event the Purchaser disposes of, sells, transfers, or conveys The Royals NFT to any other person or entity, the Purchaser shall no longer possess any of The Royals NFT Rights and all such rights shall expire.
Below is a list of additional The Royals NFT Rights granted to the Purchaser, subject to availability:
A) Hospitality and travel services in Ghana for specific events as detailed on the Company website (https://theroyals.art).
i) Ankara NFT holders will have access to:
- Website concierge service for hotels, restaurants, airlines, and general travel information for Ghana
- Excursion in Ghana. The Company will provide an excursion for Ankara holders while in Ghana. Details of the excursions will be provided by the Company and are subject to change at will of the Company.
- One (1) Ticket to the inaugural Royals Gala to be held in December 2022. This does not include access to other events or activities before, during, or after the gala which may be available for an additional fee.
ii) Kente NFT holders will have access to:
- All benefits granted to Ankara NFT holders
- One-on-one concierge services, travel planners & on-call advisors, transportation to selected events, subject to availability.
- Lifetime access to The Royals gala events, subject to availability and proper RSVP processing. This does not include access to other events or activities before, during, or after the gala which may be available for an additional fee.
B) Administrative support for Visa-on-arrival in Accra, Ghana, subject to availability and receipt of full payment of visa processing fees and other associated fees and taxes for visa processing. Eligible and interested members need to send to the Company all required information as per Visa Processing Service requirements. All visa processing is conducted by a third party and granted by the Ghanaian government authority. The Company is not liable for denied visa applications.
B) Sales and Transfers: Purchaser shall have the right to sell, transfer, or otherwise dispose of The Royals NFT to a third party purchaser so long as the Purchaser’s rights to The Royals NFT are cryptographically verified at the time of the sale to confirm the Purchaser’s status as the then-current title owner of The Royals NFT. Purchaser shall not misrepresent or make false representations to any third parties or the public at large as to Purchaser’s status as a title owner of The Royals NFT if at any point Purchaser cannot be cryptographically verified as the same.
C) Third-Party Application or Website Uses: Purchasers may use or display The Royals NFT as part of a third-party website or application that permits the inclusion, involvement, or participation of The Royals NFTs, provided that the website/application cryptographically verifies each of The Royals NFT owner’s rights to display the Art for their Purchased The Royals NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the Purchaser of The Royals NFT leaves the website/application. Purchasers may be allowed to loan or lease their NFTs to other parties via a third-party application in partnership with the Company. The Company is not responsible for Third-Party Applications, including their security, authentication protocol, customer service, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility for third-party applications. Third-party applications and websites are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
D) Commercial Uses Prohibited without Company’s Consent: Purchaser may not engage in the use, reproduction, display, licensing, manufacture, sale, marketing, or promotion of The Royals NFT for commercial purposes without receiving the Company’s written consent to the intended commercial use(s) contemplated by Purchaser and disclosed to Company, which consent may be granted at Company’s sole and absolute discretion. If Purchaser exceeds the scope of the license granted above without Company’s written consent, Purchaser acknowledges and agrees that: (i) Purchaser will be in breach of this License; (ii) in addition to any remedies that may be available to Company at law or in equity, the Company may immediately terminate this License, without the requirement of providing any notice to Purchaser; and (iii) Purchaser will be responsible to reimburse Company for all costs and expenses incurred by Company during the course of enforcing the terms of this License against you. All uses of The Royals NFT or Art by Purchaser following termination of the license Purchaser by Company shall be considered actionable infringement.
E) Prohibited Uses: Purchaser may not make use of The Royals NFT in any way violates the following terms:
A) Purchaser shall not itself nor permit any third party to modify, create derivative works, or otherwise alter the Art or The Royals NFT, including but not limited to the shapes, designs, drawings, attributes, or color schemes of the Art or The Royals NFT.
b) Purchaser shall not itself nor permit any third party to use the Art or The Royals NFT to advertise, market, or sell any third-party product or service.
c) Purchaser shall not itself nor permit any third party to use the Art or The Royals NFT in connection with any content of any kind or nature which depicts hatred, violence, intolerance, cruelty, obscenity, prohibited drugs, materials constituting contraband under any state or federal law, unlawful substances, or any other type of content that could be construed to constitute, encourage, or promote hate speech, criminal activity, violence, dangerous acts, unlawful activity, or activity that is contrary to public morals or public decency.
d) Purchaser shall not itself nor permit any third party to use the Art or The Royals NFT in any motion picture, television, new media, or the other type of media production except for personal, noncommercial use;
e) Purchaser shall not itself nor permit any third party to use the Art or The Royals NFT for the commercial benefit of any third party
F) Intellectual Property Restrictions: Purchaser shall not and shall not attempt to apply for, obtain, or perfect any intellectual property rights nor registrations of any kind or nature in connection with the Art or The Royals NFT nor any element of the Art or The Royals NFT, including but not limited to trademarks, copyrights, patents, or other intellectual property registrations, nor in connection with derivative works incorporating any element of the Art or The Royals NFT.
G) Third Party IP: To the extent that any Art or The Royals NFT incorporates or embodies intellectual property belonging to a celebrity, athlete, or another public figure (“Third Party IP”) Purchaser understands and acknowledges that Purchaser will not have the rights to use any such Third Party IP except in connection with the license term specifically stated above.
H) Reservation of Additional Restrictions: The Company reserves the right to make revisions, amendments, alterations, and add restrictions to the license terms stated herein at any time upon its sole and absolute discretion. The Company may from time to time provide written notice (email) to Purchaser relating to additional restrictions on the Art or The Royals NFT and Purchaser shall be responsible for complying with all such restrictions from the date of receipt of such notice. The Purchaser’s failure to do so will be considered a breach of this license agreement.
I) Right to Terminate: IN THE EVENT OF A BREACH OF THIS AGREEMENT BY THE PURCHASER, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE LICENSE AND ALL RIGHTS AND GRANTS AUTHORIZED TO THE PURCHASER IN THIS AGREEMENT UPON WRITTEN NOTICE (BY EMAIL) TO THE PURCHASER. ALL USES OF THE ROYALS NFT OR ART BY PURCHASER FOLLOWING TERMINATION OF THE LICENSE PURCHASER BY COMPANY SHALL BE CONSIDERED ACTIONABLE INFRINGEMENT.
3. Force Majeure
The Company’s obligations and performance herein may be suspended, delayed, canceled, hampered, impeded, or otherwise impaired due to any force majeure event, including but not limited to fire, earthquake, labor dispute or strike, pandemic, governmental restrictions or controls relating to pandemic circumstances, act of God or public enemy, any municipal ordinance, any state or federal law, governmental order or regulation, or other cause beyond Company’s control, death, illness or incapability of any principal member thereof, and under such circumstances, Company may postpone, reschedule, terminate, suspend or otherwise take all measures or omissions at Company’s discretion.
4. Purchaser’s Warranties and Representations.
A) No Infringing Uses: Purchaser warrants and represents that Purchaser’s use of The Royals NFT shall not violate or infringe upon any trademark, trade name, copyright, patent, or any literary, dramatic, musical, artistic, personal, private, civil, contract or property right, right of privacy or publicity moral right of authorship or any other right of any person, firm or entity or constitute unfair competition or libel, slander or defamation of any person, firm or entity.
B) Company Information: Purchaser acknowledges that no representations or warranties have been made to Purchaser, or to Purchaser’s advisors or representative, by the Company or others with respect to the anticipated The Royals NFT business, collections, or future projects of Company, or the valuation thereof.
C) The Royals NFT Valuation: Purchaser acknowledges that the price of The Royals NFT for sale on the Platform was either pursuant to an auction, or set by the Company, as applicable, and no warranties are made as to value. Purchaser further acknowledges that future offerings of The Royals NFT may be made at lower valuations, and could result that the Purchaser’s The Royals NFT will bear a lower valuation. Purchaser acknowledges that no promises, guarantees or warranties are being made by Company to Purchaser that Purchaser’s The Royals NFT will appreciate in value in any way. The Purchaser also acknowledges that The Royals NFT is not a financial product and the Company makes no representations or warranties as to a financial return after purchase.
D) Independent Research: Purchaser agrees in purchasing The Royals NFT, Purchaser is relying on its own independent research of The Royals NFT and Purchaser is not relying on any oral or written representations or assurances from the Company or any other person or any representation of the Company. The Purchaser has experience in cryptocurrency and is capable of evaluating the risk of its purchase of The Royals NFT and determining the suitability of the purchase of The Royals NFT.
E) Risk: Purchaser understands and acknowledges that purchasing The Royals NFTs and the use of cryptocurrencies involves a high degree of risk, including depreciation, devaluation, or possible total loss of the amounts paid, theft by unauthorized third parties, system failures, technical software errors, hacking, cyber security breaches, and numerous other risks. The Purchaser represents that it is able to bear the economic risk of the purchase price paid for The Royals NFT and acknowledges that the Purchaser could face a total loss of the amounts paid for The Royals NFT. In making this statement, the Purchaser hereby represents and warrants that the Purchaser has adequate means of providing for the Purchaser’s current needs and contingencies; the Purchaser is able to afford to hold The Royals NFT for an indefinite period and the Purchaser further represents that the Purchaser has such knowledge and experience in cryptocurrency, business, and The Royals NFT matters that the Purchaser is capable of evaluating the merits and risks of the Purchase of The Royals NFT. Further, the Purchaser represents that it has no present need for liquidity.
F) Resales: Speculative Nature of Purchase. The Purchaser represents and warrants to Company that the Purchaser’s acquisition of The Royals NFT is for personal purposes only and not made with the intention of resale. Purchaser acknowledges, agrees, and understands that there may be no resale market available for The Royals NFT, and no resale market for The Royals NFT could potentially ever exist. Purchaser acknowledges, agrees, and understands that the value of The Royals NFT could erode immediately or over time and could potentially be zero.
G) Tax Liabilities: Purchaser agrees and acknowledges that Purchaser is responsible for all tax liabilities associated with The Royals NFT and agrees to defend, indemnify, and hold harmless Company against all tax liabilities of Purchaser.
H) Insurance: Purchaser understands that the Company does not maintain any medical, health, travel, or liability insurance policies for NFT holders. Purchaser takes full responsibility to obtain adequate personal, health, medical, and travel insurance, including but not limited to accidental coverage.
5. Dispute Resolution.
A) Injunctive Relief: Nothing herein or in the subparagraphs above, however, shall limit the ability of the Company to seek immediate injunctive relief from a court of competent jurisdiction in the event of potential immediate or irreparable injury to the Company. Purchaser acknowledges that it would be difficult for the Company to measure actual damages resulting from any breach by Purchaser of this Agreement, and that money damages alone would be an inadequate remedy for any such breach. Accordingly, Purchaser agrees that Company will be entitled, in addition to any other remedies it may have, to specific performance, injunctions, or other appropriate orders to correct or restrain any such breach by Purchaser, without showing or proving any actual damage sustained by the Purchaser or posting any bond or other security.
B) Limitation of Damages: Waiver of Purchaser’s Right to Seek Injunctive Relief. Purchaser agrees and understands that Purchaser’s sole remedy for any and all breaches of this Agreement shall consist of damages; under no circumstances may Purchaser seek injunctive relief, a restraining order, a preliminary/permanent injunction, or declaration judgment that would in any way seek or tend to seek the restriction, halting, enjoinment, or other limitation of the development, completion, distribution, and/or commercialization of The Royals NFT Content.
6. No Warranties / Limitation of Liability
THE ROYALS NFTS ARE SOLD TO THE PURCHASER AS-IS, WHERE-IS, AND WITHOUT WARRANTY OF ANY KIND, SPECIFICALLY INCLUDING WARRANTIES THAT THE ROYALS NFT WILL MEET THE REQUIREMENTS, SPECIFICATIONS, OR NEEDS REQUESTED, OR DEMANDED BY THE PURCHASER.
THE ROYALS NFT ARE NOT INVESTMENT PRODUCTS NOR DESIGNED FOR INVESTMENT PURPOSES AND SHOULD NOT BE CONSIDERED AS A TYPE OF INVESTMENT. BUYER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT BUYER SHOULD NOT EXPECT AND THERE IS NO GUARANTEE OR REPRESENTATION OR WARRANTY BY THE COMPANY THAT: (A) ADDITIONAL THE ROYALS NFT BENEFITS WILL EVER BE ADOPTED; (B) THE ROYALS NFTS WILL BE AVAILABLE IN EVERY COUNTRY, AND (C) THE VALUE OF THE ROYALS NFT WILL INCREASE AT ANY DATE OR TIME IN THE FUTURE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.
NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). THE ROYALS NFTS AND/OR ANY OTHER PARTY CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
THE ROYALS NFT PARTY IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO THE ROYALS PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
IF YOU DECIDE TO ENABLE, ACCESS, OR USE TRAVEL OR VISA SERVICES THAT REQUIRE THIRD-PARTY SUPPORT, THE USE OF SUCH THIRD-PARTY SERVICES IS GOVERNED SOLELY BY THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY SERVICES, AND WE DO NOT ENDORSE, ARE NOT RESPONSIBLE, OR LIABLE FOR, AND MAKE NO REPRESENTATIONS AS TO ANY ASPECT OF SUCH THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, THEIR CONTENT OR THE MANNER IN WHICH THEY HANDLE, PROTECT, MANAGE OR PROCESS DATA OR ANY INTERACTION BETWEEN YOU AND THE PROVIDER OF SUCH THIRD PARTY SERVICES. YOU IRREVOCABLY WAIVE ANY CLAIM AGAINST THE ROYALS NFT WITH RESPECT TO SUCH THIRD-PARTY SERVICES. WE ARE NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ENABLEMENT, ACCESS, OR USE OF ANY SUCH THIRD-PARTY SERVICES, OR YOUR RELIANCE ON THE PRIVACY PRACTICES, DATA SECURITY PROCESSES, OR OTHER POLICIES OF SUCH THIRD-PARTY SERVICES.
THE COMPANY IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, MEDICAL ILLNESS, PERSONAL INJURY, OR DEATH DUE TO TRAVEL OR PARTICIPATION IN ANY OF ITS EVENTS.
7. Limitation of Damages
THE COMPANY’S LIABILITY TO THE PURCHASER IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY
KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT
OF OR IN CONNECTION WITH THE SERVICES PROVIDED TO THE PURCHASER. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
A. Governing Law; Arbitration; Venue. This Agreement will be construed in accordance with and governed by the laws of Ghana, without giving effect to the conflict of law principles. All controversies, claims, disputes, and matters in question arising out of, or related to, this Agreement, the performance under this Agreement, the breach of this Agreement, or any other matter or claim whatsoever shall be decided by binding arbitration before the International Court of Arbitration of the International Chamber of Commerce under the Rules of Arbitration of the International Chamber of Commerce as may be amended from time to time. Venue for any arbitration between the Parties shall be had and is mandatory in Ghana to the exclusion of all other places of venue, for all matters that arise under this Agreement.
B. Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the parties to this Agreement. Nothing in this Agreement is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.
C. Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier, fax or e-mail. Each party may furnish an address substituting for the address given above by giving notice to the other parties.
D. Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.
E. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings other than this Agreement relating to the subject matter hereof.
F. Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto and bearing the signatures of both parties. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.
G. Counterparts. This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.
H. Independent Counsel. The Purchaser represents that Purchaser has had the opportunity to consult an attorney regarding the terms of this Agreement.