Azra Games Inc. NFT License

NON-EXCLUSIVE COMMERCIAL RIGHTS & HATE SPEECH TERMINATION 

By acquiring lawful ownership to a non-fungible token (“NFT”) associated with the NFT collection entitled “The Hopeful” made available under this NFT License (“Project NFT”) created by Azra Games Inc., a Delaware Corporation(“Creator” or “we” or “our”), you hereby agree to these NFT License Terms and Conditions (the “Terms”).  When you lawfully own a Project NFT, you own all personal property rights to the NFT underlying the Project NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Project NFT).  However, your rights to the associated artwork, images, video, content, or other works of authorship linked to your specific Project NFT which was developed by Creator (“NFT Media”) are only as outlined below. 

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1. NFT License Grant

1.1 NFT Media License

For as long as you lawfully own a Project NFT, Creator grants you a non-exclusive, perpetual, irrevocable, (except as set forth in Section 3.2 below) galactic or known universe license under our copyrights to use, distribute, reproduce, display, perform, modify, and create derivative works of the specific NFT Media linked to your Project NFT for personal and commercial uses, with the right to sublicense such rights through multiple tiers of sublicensees subject to the limitations in Section 1.4, and Articles 2 and 3 of these Terms with Creator being a third party beneficiary to all such sublicenses with the ability to enforce such agreements.  This license includes the right to display as a profile picture, display on products or services using the NFT Media or Your NFT Media Derivatives (as defined below), display on sold merchandise, use in your original content, or to display in a physical or digital museum.  All intellectual property rights in and to the NFT Media and any other intellectual property rights of Creator not expressly licensed herein are reserved and still owned by Creator (including all copyrights and trademarks to the NFT).  

1.2 Modifications and Derivative Works

We understand that you may want to create derivative works of the NFT Media (“Your NFT Media Derivatives”) and we allow you to do so under the scope of the license granted above.  However, you acknowledge and agree that (a) we may also create our own future derivatives of the NFT Media and you grant us a license back to use your NFT Media Derivatives for all legal allowable purposes, (b) the subsequent lawful owner of the Project NFT may create its own derivatives of the NFT Media,  (c) other owners of their own Project NFTs and the associated artwork, images, video, content or other works of authorship linked to such Project NFT (“Other Project NFT Media”) may also create their own derivatives of the Other Project NFT Media (each of them “Other NFT Media Derivatives”), and (d) that we are not granting you a right to exploit individual elements of the NFT separately or individually with Your NFT Media Derivatives. 

These Other NFT Media Derivatives may be similar or identical to Your NFT Media Derivatives.  Accordingly, on behalf of yourself and your heirs, successors, and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand, or challenge against (a) Creator or its past, present, and future parents, affiliates, or licensees (or any of their partners, members, employees, officers, directors, contractors, agents, and equityholders) in connection with their use distribution, reproduction, display, perform, modification, and creation of derivative works of any NFT Media or any of their own Other NFT Media Derivatives or (b) any other Project NFT owner or its  past, present and future parents, affiliates, or licensees (or any of their partners, members, employees,  officers, directors, contractors, agents, and equityholders) in connection with the use distribution, reproduction, display, perform, modification, and creation of derivative works of the Other Project NFT Media or any of their Other NFT Media Derivatives.  The foregoing is the case even if such Other NFT Media or Other NFT Media Derivatives is similar to or the same as any of Your NFT Media Derivatives that have been created by you.  

1.3 No Rights to Trademarks

Nothing in these Terms is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with Creator or the Project NFTs (“Project Trademarks”).  Unless you have our prior written approval, you may not use any Project Trademarks for any use that would require a license from us, including to register any domain names or social media accounts using any Project Trademarks, in any NFT Media Derivatives, or to advertise or promote any other products or services.   

1.4 Transfer and Sublicensing

The licenses granted in these Terms are non-transferrable, except that if you lawfully transfer ownership of your Project NFT, the license to the NFT Media in Section 1.1 to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new owner of the Project NFT associated with such NFT Media.  As a condition to sales, transfers, or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these Terms.  Further, if you choose to sublicense any of your licensed rights set forth in Section 1.1 above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties, (ii) to the same covenant not to assert as set forth in the second to last sentence of Section 1.2, and (iii) that if your licensed rights in Section 1.1 are transferred (such as because you sell your Project NFT), then any such sublicenses you have granted in such licensed rights will automatically terminate.  Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT.  In such case, any rights granted under these Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).

1.5 Third Party Content

The Creator hereby represents and warrants to you that all of the copyrights in the NFT Media are owned by the Creator, and does not contain (a) any artwork, images, video, content, or other works of authorship, (b) logos, trademarks, service marks, or trade dress, or rights of personality in which the relevant intellectual property rights are not owned by the Creator (“Third Party Content”), provided that the foregoing shall not apply if the Creator has obtained a license to such Third Party Content consistent with the licenses under this Agreement or the Creator has supplemented this NFT License with an additional license that governs your right to use such Third Party Content.  

1.6 Restrictions.  Notwithstanding any of the above, you may not use the NFT Media in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene, or that promotes any such activity, as determined in Creator’s sole discretion, it being understood that Creator may designate another entity such as a decentralized autonomous organization (“DAO”) or committee of a DAO to make this determination in Creator’s place, in which case Creator will be bound by that other entity’s decision.  If a Project NFT is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Project NFT, but are only granted to those who own all fractionalized interests in a Project NFT or as may otherwise be agreed by the owners of such fractionalized interests if each of such owners agree that  (a) the owner is not a Restricted Party and (b) the owner accepts these Terms.  In order to purchase the Project NFT if you are an individual, you must be 18 years of age or older if the age of lawfully capacity of forming binding contracts is older in the relevant jurisdiction.  If you are an entity, the individual agreeing to the Terms must have the legal authority to bind the entity.  If (a) you are an individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents, or affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S.  embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; (ii) is (or has ever been) prohibited from the transaction pursuant to U.S.  anti-money laundering, anti-terrorist, economic sanctions, and asset control laws; and (iii) is resident in a country or jurisdiction under a U.S.  embargo enforced by OFAC (“Restricted Parties”).

2. Disclaimers, Limitations of Liability, and Indemnification

2.1 Disclaimers

YOUR ACCESS TO AND USE OF THE PROJECT NFT AND NFT MEDIA IS AT YOUR OWN RISK.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CREATOR, ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS, AND EQUITYHOLDERS (THE “CREATOR ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT IN THE PROJECT NFTS AND NFT MEDIA.  THE CREATOR ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY, OR RELIABILITY OF THE PROJECT NFTS AND NFT MEDIA; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE, OR MARKETPLACE; AND (C) WHETHER THE PROJECT NFTS AND NFT MEDIA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE, OR TRANSMIT THE PROJECT NFTS AND NFT MEDIA.  THE PROJECT NFTS AND NFT MEDIA ARE INTENDED FOR CONSUMER ENJOYMENT, USE, AND CONSUMPTION ONLY.  

2.2 Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CREATOR ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROJECT NFT OR THE NFT MEDIA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND NFT MEDIA OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE CREATOR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND NFT MEDIA.  THE MAXIMUM AGGREGATE LIABILITY OF THE CREATOR ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID FOR YOUR PROJECT NFT.  SOME JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.  

2.3 Assumption of Risk

THE VALUE OF THE PROJECT NFTS IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE.  YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE PROJECT NFT AND NFT MEDIA

2.4 Fundamental Elements

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE CREATOR ENTITIES AND YOU.

2.5 Indemnification

By entering into these Terms and accessing or using the Project NFTs or NFT Media, you agree that you shall defend, indemnify, and hold the Creator Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) incurred by the Creator Entities arising out of or in connection (directly or indirectly) with: (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Project NFT or NFT Media; (iv) any modifications to or derivative works of the NFT Media you create, or (v) any fraud, negligence, or willful misconduct committed by you.  For these limited purposes, the Creator Entities (other than the Creator) are third party beneficiaries of the Terms.  

3. Additional Provisions

3.1 Additional Features

Creator may choose to make additional features, access, content, items, or other benefits available to owners of Project NFTs (“Additional Features”).  Creator has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Project NFT.  Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

3.2 Termination of License

If you materially breach any of the provisions of these Terms, Creator may terminate all of the licenses granted to you under these Terms.  Creator will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licenses shall terminate regardless of whether such notice is actually received.  Upon the termination of your licenses, you shall cease all use of the rights granted in Article 1, including, without limitation, ceasing all marketing, distribution, or sale of goods, services and media that feature the NFT Media, and shall cease all further use of the NFT Media (including any NFT Media Derivatives), and all sublicenses you have granted in the NFT Media shall automatically terminate.  The following sections shall survive the termination of these Terms and shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Creator or you: Sections 1.3, 1.4, 1.6, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 3.3 and 3.4.  Termination will not limit any of Creator’s other rights or remedies at law or in equity.  

3.3 Miscellaneous

These Terms constitutes the entire and exclusive understanding and agreement between Creator and you regarding the Project NFT and NFT Media and supersedes and replaces any and all prior oral or written understandings or agreements between Creator and you regarding the Project NFT and NFT Media.  If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  These Terms and the licenses granted hereunder may be freely assigned by Creator.  Any purported assignment in violation of these Terms will be null and void.  Creator and Creator Entities retain the right to modify these Terms upon written notice to you.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  

3.4 Governing Law & Arbitration

You and Creator shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity, or enforceability thereof (a “Dispute”).  If the parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties, such Dispute shall be finally settled by Binding Arbitration (as defined below).  Any Dispute not resolved within ninety (90) days shall be referred to and finally resolved by arbitration administered 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.adr.org 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 AAA Rules.  The AAA provides a form Demand for Arbitration at www.adr.org.  If your claim is for U.S.  $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.  If Your claim exceeds U.S.  $10,000, the right to a hearing will be determined by the AAA Rules.  Any arbitration hearings will take place in Sacramento, California, or if you request, the county (or parish) where You live, unless both Parties 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.  Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.  The language to be used in the arbitral proceedings shall be English.  The arbitration award shall be final and binding on the parties (“Binding Arbitration”).  The parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made.  Judgement upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.  You and Creator will each pay their respective attorneys’ fees and expenses.  These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions.  Any dispute arising out of or related to these Terms is personal to you and Creator and will not be brought as a class arbitration, class action, or any other type of representative proceeding.  You and Creator each agree that any claims may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or other proceeding in which a person attempts to resolve a dispute as a representative of another person or group of persons.  Unless both you and Creator agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding.  If you are a California resident, in accordance with Cal.  Civ.  Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

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