Terms & Conditions
TERMS AND CONDITIONS
Welcome to BBRC.IO. These terms and conditions (“Terms”) constitute an agreement (“Agreement”) between BBRC Studios Pte Ltd and/or its affiliates, licensors and content suppliers as the case may be (“BBRC”, “us,” “we,” and “our,”), the owner and operator of the website, BBRC.IO (the “Site” or “Website”), and you (“you”, “your” or “user(s)”), a user of the Site, regarding your use of the Site and your purchase or attempted purchase, and Ownership of [any non-fungible token that was originally minted, offered or purchased on the Site] (a “Licensed NFT”). The Terms may be amended from time to time.
By accessing and using the Site, or purchasing, or attempting to purchase, a Licensed NFT via the Site, you agree on behalf of yourself, and any others who use your account, to these Terms. If you do not agree to these Terms, you must not access or use the Site, or purchase, or attempt to purchase, any Licensed NFT via the Site.
You must be at least 18 years of age to access or use the Site, or to purchase a Licensed NFT via the Site.
COMMUNICATIONS
If you send e-mails, text messages, and other communications to us, you consent to receiving communications from us electronically, such as e-mails, texts, mobile push notices, notices and messages on this Site, or otherwise.
INTELLECTUAL PROPERTY
All content including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description, and the compilation of all such content, included in or made available through this Site or available via a link from the Site to a page created by us on another website, including but not limited to all and any Licensed NFTs, is our property and protected by law.
In addition, graphics for NFTs, underlying Art, and the brand name “IVY BOYS” are our trademarks or trade dress and save as expressly provided herein, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in the Site are the property of their respective owners. All rights, title and interests, including all intellectual property rights, economic rights, commercialisation rights, rights of exhibition, distribution, reproduction, production of derivative works, under any applicable law, treaty or convention, in the Art are our property and protected by law. Any rights provided to you upon your purchase of a Licensed NFT are limited to expressly stated rights, and all rights not expressly granted to you are reserved and retained by us.
SITE USAGE
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Site. This license does not include: (1) any resale or commercial use of the Site; (2) any downloading, copying, or other use of account information for the benefit of any third party; or (3) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by us. You may not, and may not attempt to, misuse, interfere or disrupt the Site and may use the Site only as permitted by law. You may not post anything that may be construed as defamatory, obscene, threatening, harmful or otherwise adverse to our public image, goodwill and reputation. The licenses granted by us may be terminated without notice or explanation, including if you do not comply with these Terms.
Although we attempt to provide continuous Site availability to you, we do not guarantee that the Site will always work, be available, or be accessible at all times. We reserve the right to alter, modify, update, or remove portions of our Site at any time. We may conduct such modifications to our Site for security, intellectual property, legal, or various other reasons at our discretion; however, nothing obliges us to update the Site for security, intellectual property, legal or other reasons.
PURCHASES
Any payments or financial transactions that you conduct or engage in through the Site are final. You acknowledge and agree that we cannot and will not reverse any payments or transactions. All purchases of Licensed NFTs, as well as any associated charges, are non-refundable.
You shall be responsible for all applicable taxes including any sales or compensating use tax or equivalent tax wherever such tax may arise.
We will not be responsible for any communication failures, disruptions, distortions, delays, or any other errors that may arise when you attempt to purchase any Licensed NFT(s).
LICENSED NFT AND LICENSED NFT CROP
Without prejudice to the foregoing and subject to your continued compliance with this Agreement, BBRC grants you, as the Owner of Licensed NFT(s), a non-exclusive, worldwide, royalty-free license to: (1) use, display, or otherwise enjoy the Art for your Licensed NFT(s) for your own personal, non-commercial use; (2) commercialise your Licensed NFT(s) by producing and selling physical merchandise that portrays each Licensed NFT’s underlying Art in its entirety (such commercialisation rights are limited to the Licensed NFT(s) that you Own, and those rights do not extend to or include the Licensed NFT Crop(s) that BBRC may provide to you); (3) sell or transfer your Licensed NFT(s) to another party in accordance with this Agreement; and (4) use your Licensed NFT(s) as part of a third-party website or application which permits the inclusion, involvement, and/or participation of your Licensed NFT(s), provided always that the third-party website or application cryptographically permits and verifies each NFT owner’s rights and ownership to display the NFT’s underlying art and the third-party website or application ensures that only the actual owner may display such art.
We may provide you, the Owner of Licensed NFT(s), with a cropped version of the character portrayed in your Licensed NFT (“Licensed NFT Crop”). In the event that you are provided a Licensed NFT Crop, BBRC grants you a non-exclusive, worldwide, royalty-free license to use, display, or otherwise enjoy the Licensed NFT Crop solely for your own personal, non-commercial use.
You understand and agree that the abovementioned rights are licensed solely to the rightful and legal Owner of the Licensed NFT(s). Your licensed rights to the Licensed NFT(s) will terminate upon the rightful and legal sale or transfer of your Licensed NFT(s) in accordance with this Agreement and the new Owner, upon their acceptance of the Terms, shall receive these licensed rights.
RESTRICTIONS ON USE
Any physical merchandise that you produce in accordance with the Terms must incorporate every element and trait of your Licensed NFT(s) in full. The individual layers and traits of the Licensed NFTs are not owned by you and are our sole property. Any license granted to you by BBRC does not permit you to create any digital merchandise in relation to any Licensed NFT. In particular, the creation and minting of any new NFTs which are derivatives of your Licensed NFT(s) are expressly prohibited.
You may not and may not attempt to, nor permit any third party to or attempt to, do any of the foregoing without our express prior written consent: (1) modify your Licensed NFT(s), Licensed NFT Crop(s), the Art, or any intellectual property rights comprised therein in any way, including, without limitation, the shapes, designs, drawings, attributes, colour schemes, or design elements; (2) use your Licensed NFT(s), Licensed NFT Crop(s), the Art, or any intellectual property rights comprised therein in connection with images, videos or any other forms of media that depict lewd behaviour, illegality, hatred, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or is otherwise, in our sole and absolute determination, harmful to the Licensed NFT(s), Licensed NFT Crop(s), Art, “IVY BOYS” brand, or us; or (3) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in your Licensed NFT(s) or Licensed NFT Crop(s).
TRANSFERS
You have the limited right to transfer or sell your Licensed NFT(s) on an NFT Trading Platform, provided that: (1) the transferee or purchaser understands and accepts the terms of this Agreement and the applicable terms and conditions of the NFT Trading Platform; (2) prior to the transfer or sale, you have not breached any terms of this Agreement or any applicable terms and conditions of the NFT Trading Platform; and (3) prior to the transfer or sale, any license granted to you under this Agreement has not been terminated.
We shall not be responsible for any transactions between you and any intended transferee or purchaser, including your usage of any NFT Trading Platform to transfer or sell your Licensed NFT(s).
We shall have no responsibilities or liabilities with respect to any transfer or sale enacted or carried out on any of these NFT Trading Platforms.
TERMINATION OF LICENSE
The licensed rights granted to you under this Agreement shall automatically terminate and all rights shall return to BBRC if: (1) at any time you sell, trade, donate, or otherwise transfer your Licensed NFT(s) in any manner; (2) at any point, your account on the Site is terminated; (3) you breach any terms of this Agreement or any terms and conditions of the NFT Trading Platform on which your Licensed NFT(s) are being transferred or sold; (4) you engage in or initiate any legal action against us or any of our directors, officers, members, employees or agents; (5) you have a trustee, receiver or similar party appointed over you or for your property, become insolvent, acknowledge insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (6) you engage in any illegal or unlawful business practice related to your Licensed NFT(s); or (7) you disparage us or any of our directors, officers, members, employees or agents.
Upon the termination of your licensed rights, you must immediately cease all activities and rights in relation to your Licensed NFT(s), including those granted to you under this Agreement. This includes ceasing all activities involving the creation or sale of physical merchandise in relation to the Licensed NFT(s) and the Art.
RISK FACTORS
You acknowledge and agree that the Licensed NFTs are made solely for entertainment purposes only. You acknowledge and agree that you assume the following risks: (1) the market and prices for a blockchain asset such as a Licensed NFT are extremely volatile and subjective, and fluctuations in the price could materially and adversely affect the price and value of your Licensed NFT(s); (2) collectible blockchain assets, such as the Licensed NFTs, have no inherent or intrinsic value and there is no guarantee that your Licensed NFT(s) will have or retain any value; (3) risks involved with using Internet-native currencies, cryptocurrencies and/or digital assets, including, but not limited to, risks of hardware, software, Internet connection failures, risks of malicious software introduction, and risks that unauthorised persons may gain access to your personal information including information and assets contained in your digital wallet or elsewhere; (4) risk of changes to the regulatory regime governing NFTs and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies; (5) risk that you may lose access to the Licensed NFTs due to, amongst other scenarios, loss of private keys, custodial error, or user error; (6) risks related to taxation; and (7) risks of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties. Any of these risks may materially adversely affect the use and value of the Licensed NFTs.
We do not make any promises, warranties, representations, guarantees or undertakings about: (1) the Licensed NFTs, the Licensed NFT Crops, or the Art; (2) the availability of the Licensed NFTs, the Licensed NFT Crops, or the Art on the Internet or at any specific location and/or for any specific period of time; (3) the storage or protection of any data you provide; or (4) any blockchain assets, platforms, digital wallets, applications, services, networks, whether belonging to us or any other person, or any persons involved in any capacity in the Site or any Licensed NFT.
In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase or otherwise obtain Licensed NFT(s) and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself.
We cannot and do not represent or warrant that any Licensed NFT(s), or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Licensed NFTs, or its supporting systems or technology, will be corrected, or that the Licensed NFTs or the delivery mechanism(s) for the Licensed NFTs are free of viruses or other harmful components. You accept and acknowledge that in no event will we be responsible for any communication failures, disruptions, errors, distortions or delays you may experience in relation to any Licensed NFT(s).
LIABILITY LIMITS
ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED. IN NO EVENT SHALL ANY OF US BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY LICENSED NFT(S) OR OTHERWISE) HOWEVER ARISING, REGARDLESS OF WHETHER ANY OF US KNOW OR SHOULD HAVE KNOWN THAT THERE IS A POSSIBILITY OF SUCH DAMAGE.
YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS REQUIRING A SPECIFIC STATEMENT FOR RELEASE. YOU RELEASE US FROM ANY LIABILITY RELATING TO OUR SITE, ANY LICENSED NFT(S), LICENSED NFT CROP(S), ART, AND/OR ANY OTHER CONTENT ON THE SITE, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST US.
You agree to defend, indemnify and hold harmless each of us, our officers, directors, members, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees, court costs, and disbursements) arising from any act or omission by you in relation to:
your use of the Site;
your use of any BBRC’s affiliate’s services;
your breach or purported or alleged breach of this Agreement; or
any Licensed NFT(s), Licensed NFT Crop(s) or Art.
This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We may elect to settle with the party/parties making any such claim and you shall be liable for the damages as if we had proceeded with a trial.
This obligation shall survive the termination of this Agreement.
COPYRIGHT INFRINGEMENT
If you believe in good faith that materials hosted by BBRC infringe your copyright, you, or your agent may send to BBRC a notice requesting that the material be removed or access to it be blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send to BBRC a counter-notice.
A notice must include the following information:
your name, address, address, telephone number, facsimile number (if any) and email address and the address for service in Singapore if you are not resident in Singapore;
sufficient information to enable us to identify the infringing material;
a statement that you require us to remove/disable access to the material;
a statement that you, in good faith, believe that the material is an infringing copy;
a statement that the information in the notice is accurate;
a statement that you are the copyright owner or exclusive licensee or that you are authorised to act on behalf of such owner or exclusive licensee; and
agreement that you and/or such owner or exclusive licensee submit to the exclusive jurisdiction of the Singapore courts.
A counter-notice must include the following information:
your name, address, address, telephone number, facsimile number (if any) and email address and the address for service in Singapore if you are not resident in Singapore;
sufficient information to enable us to identify the infringing material;
a statement that you, in good faith, believe that the material was removed or access was disabled as a result of mistake or misidentification or the material does not infringe copyright in any material;
a statement that the information in the counter-notice is accurate; and
agreement that you and/or such owner or exclusive licensee submit to the exclusive jurisdiction of the Singapore courts.
Upon receipt of a valid notice or counter-notice, we will take reasonable steps to address the notice or counter-notice. Our Copyright Agent for notice of claims of copyright infringement or counter-notices can be reached by direct messaging @BBRCOfficial on Twitter.
GENERAL
You may not transfer or assign any of your rights or obligations under this Agreement, save as expressly provided.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction under any present or future laws effective during the term of this Agreement, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement sets forth the entire agreement and understanding between you and BBRC in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings (if any) between you and BBRC in connection with the matters dealt with and described herein.
A person who is not party to this Agreement has no rights, including under the Contracts (Rights of Third Parties) Act 2001 (Singapore), to enforce any term of this Agreement.
This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of Singapore only and no other substantive law shall be applied. The offer and acceptance of this Agreement are deemed to have occurred in Singapore.
Any dispute shall be settled by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, with one (1) arbitrator, and with the arbitration being conducted in English. You will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
DEFINITIONS
“Art” means any artwork, character silhouettes and designs and all other work and work product that may be associated with a Licensed NFT.
“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.
“NFT” means any blockchain-tracked, non-fungible token.
“NFT Trading Platform” means a secure marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain and such transactions can be proven by the applicable blockchain.
“Own” or “Ownership” means, with respect to a Licensed NFT, a Licensed NFT that you have purchased through the Website or otherwise rightfully acquired from a legitimate source, where proof of purchase was recorded on the applicable blockchain and ownership of the Licensed NFT can be proven.
“Owner” means a person who has rightful and legal Ownership of a Licensed NFT.
Welcome to BBRC.IO. These terms and conditions (“Terms”) constitute an agreement (“Agreement”) between BBRC Studios Pte Ltd and/or its affiliates, licensors and content suppliers as the case may be (“BBRC”, “us,” “we,” and “our,”), the owner and operator of the website, BBRC.IO (the “Site” or “Website”), and you (“you”, “your” or “user(s)”), a user of the Site, regarding your use of the Site and your purchase or attempted purchase, and Ownership of [any non-fungible token that was originally minted, offered or purchased on the Site] (a “Licensed NFT”). The Terms may be amended from time to time.
By accessing and using the Site, or purchasing, or attempting to purchase, a Licensed NFT via the Site, you agree on behalf of yourself, and any others who use your account, to these Terms. If you do not agree to these Terms, you must not access or use the Site, or purchase, or attempt to purchase, any Licensed NFT via the Site.
You must be at least 18 years of age to access or use the Site, or to purchase a Licensed NFT via the Site.
COMMUNICATIONS
If you send e-mails, text messages, and other communications to us, you consent to receiving communications from us electronically, such as e-mails, texts, mobile push notices, notices and messages on this Site, or otherwise.
INTELLECTUAL PROPERTY
All content including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description, and the compilation of all such content, included in or made available through this Site or available via a link from the Site to a page created by us on another website, including but not limited to all and any Licensed NFTs, is our property and protected by law.
In addition, graphics for NFTs, underlying Art, and the brand name “IVY BOYS” are our trademarks or trade dress and save as expressly provided herein, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in the Site are the property of their respective owners. All rights, title and interests, including all intellectual property rights, economic rights, commercialisation rights, rights of exhibition, distribution, reproduction, production of derivative works, under any applicable law, treaty or convention, in the Art are our property and protected by law. Any rights provided to you upon your purchase of a Licensed NFT are limited to expressly stated rights, and all rights not expressly granted to you are reserved and retained by us.
SITE USAGE
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Site. This license does not include: (1) any resale or commercial use of the Site; (2) any downloading, copying, or other use of account information for the benefit of any third party; or (3) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by us. You may not, and may not attempt to, misuse, interfere or disrupt the Site and may use the Site only as permitted by law. You may not post anything that may be construed as defamatory, obscene, threatening, harmful or otherwise adverse to our public image, goodwill and reputation. The licenses granted by us may be terminated without notice or explanation, including if you do not comply with these Terms.
Although we attempt to provide continuous Site availability to you, we do not guarantee that the Site will always work, be available, or be accessible at all times. We reserve the right to alter, modify, update, or remove portions of our Site at any time. We may conduct such modifications to our Site for security, intellectual property, legal, or various other reasons at our discretion; however, nothing obliges us to update the Site for security, intellectual property, legal or other reasons.
PURCHASES
Any payments or financial transactions that you conduct or engage in through the Site are final. You acknowledge and agree that we cannot and will not reverse any payments or transactions. All purchases of Licensed NFTs, as well as any associated charges, are non-refundable.
You shall be responsible for all applicable taxes including any sales or compensating use tax or equivalent tax wherever such tax may arise.
We will not be responsible for any communication failures, disruptions, distortions, delays, or any other errors that may arise when you attempt to purchase any Licensed NFT(s).
LICENSED NFT AND LICENSED NFT CROP
Without prejudice to the foregoing and subject to your continued compliance with this Agreement, BBRC grants you, as the Owner of Licensed NFT(s), a non-exclusive, worldwide, royalty-free license to: (1) use, display, or otherwise enjoy the Art for your Licensed NFT(s) for your own personal, non-commercial use; (2) commercialise your Licensed NFT(s) by producing and selling physical merchandise that portrays each Licensed NFT’s underlying Art in its entirety (such commercialisation rights are limited to the Licensed NFT(s) that you Own, and those rights do not extend to or include the Licensed NFT Crop(s) that BBRC may provide to you); (3) sell or transfer your Licensed NFT(s) to another party in accordance with this Agreement; and (4) use your Licensed NFT(s) as part of a third-party website or application which permits the inclusion, involvement, and/or participation of your Licensed NFT(s), provided always that the third-party website or application cryptographically permits and verifies each NFT owner’s rights and ownership to display the NFT’s underlying art and the third-party website or application ensures that only the actual owner may display such art.
We may provide you, the Owner of Licensed NFT(s), with a cropped version of the character portrayed in your Licensed NFT (“Licensed NFT Crop”). In the event that you are provided a Licensed NFT Crop, BBRC grants you a non-exclusive, worldwide, royalty-free license to use, display, or otherwise enjoy the Licensed NFT Crop solely for your own personal, non-commercial use.
You understand and agree that the abovementioned rights are licensed solely to the rightful and legal Owner of the Licensed NFT(s). Your licensed rights to the Licensed NFT(s) will terminate upon the rightful and legal sale or transfer of your Licensed NFT(s) in accordance with this Agreement and the new Owner, upon their acceptance of the Terms, shall receive these licensed rights.
RESTRICTIONS ON USE
Any physical merchandise that you produce in accordance with the Terms must incorporate every element and trait of your Licensed NFT(s) in full. The individual layers and traits of the Licensed NFTs are not owned by you and are our sole property. Any license granted to you by BBRC does not permit you to create any digital merchandise in relation to any Licensed NFT. In particular, the creation and minting of any new NFTs which are derivatives of your Licensed NFT(s) are expressly prohibited.
You may not and may not attempt to, nor permit any third party to or attempt to, do any of the foregoing without our express prior written consent: (1) modify your Licensed NFT(s), Licensed NFT Crop(s), the Art, or any intellectual property rights comprised therein in any way, including, without limitation, the shapes, designs, drawings, attributes, colour schemes, or design elements; (2) use your Licensed NFT(s), Licensed NFT Crop(s), the Art, or any intellectual property rights comprised therein in connection with images, videos or any other forms of media that depict lewd behaviour, illegality, hatred, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or is otherwise, in our sole and absolute determination, harmful to the Licensed NFT(s), Licensed NFT Crop(s), Art, “IVY BOYS” brand, or us; or (3) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in your Licensed NFT(s) or Licensed NFT Crop(s).
TRANSFERS
You have the limited right to transfer or sell your Licensed NFT(s) on an NFT Trading Platform, provided that: (1) the transferee or purchaser understands and accepts the terms of this Agreement and the applicable terms and conditions of the NFT Trading Platform; (2) prior to the transfer or sale, you have not breached any terms of this Agreement or any applicable terms and conditions of the NFT Trading Platform; and (3) prior to the transfer or sale, any license granted to you under this Agreement has not been terminated.
We shall not be responsible for any transactions between you and any intended transferee or purchaser, including your usage of any NFT Trading Platform to transfer or sell your Licensed NFT(s).
We shall have no responsibilities or liabilities with respect to any transfer or sale enacted or carried out on any of these NFT Trading Platforms.
TERMINATION OF LICENSE
The licensed rights granted to you under this Agreement shall automatically terminate and all rights shall return to BBRC if: (1) at any time you sell, trade, donate, or otherwise transfer your Licensed NFT(s) in any manner; (2) at any point, your account on the Site is terminated; (3) you breach any terms of this Agreement or any terms and conditions of the NFT Trading Platform on which your Licensed NFT(s) are being transferred or sold; (4) you engage in or initiate any legal action against us or any of our directors, officers, members, employees or agents; (5) you have a trustee, receiver or similar party appointed over you or for your property, become insolvent, acknowledge insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (6) you engage in any illegal or unlawful business practice related to your Licensed NFT(s); or (7) you disparage us or any of our directors, officers, members, employees or agents.
Upon the termination of your licensed rights, you must immediately cease all activities and rights in relation to your Licensed NFT(s), including those granted to you under this Agreement. This includes ceasing all activities involving the creation or sale of physical merchandise in relation to the Licensed NFT(s) and the Art.
RISK FACTORS
You acknowledge and agree that the Licensed NFTs are made solely for entertainment purposes only. You acknowledge and agree that you assume the following risks: (1) the market and prices for a blockchain asset such as a Licensed NFT are extremely volatile and subjective, and fluctuations in the price could materially and adversely affect the price and value of your Licensed NFT(s); (2) collectible blockchain assets, such as the Licensed NFTs, have no inherent or intrinsic value and there is no guarantee that your Licensed NFT(s) will have or retain any value; (3) risks involved with using Internet-native currencies, cryptocurrencies and/or digital assets, including, but not limited to, risks of hardware, software, Internet connection failures, risks of malicious software introduction, and risks that unauthorised persons may gain access to your personal information including information and assets contained in your digital wallet or elsewhere; (4) risk of changes to the regulatory regime governing NFTs and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies; (5) risk that you may lose access to the Licensed NFTs due to, amongst other scenarios, loss of private keys, custodial error, or user error; (6) risks related to taxation; and (7) risks of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties. Any of these risks may materially adversely affect the use and value of the Licensed NFTs.
We do not make any promises, warranties, representations, guarantees or undertakings about: (1) the Licensed NFTs, the Licensed NFT Crops, or the Art; (2) the availability of the Licensed NFTs, the Licensed NFT Crops, or the Art on the Internet or at any specific location and/or for any specific period of time; (3) the storage or protection of any data you provide; or (4) any blockchain assets, platforms, digital wallets, applications, services, networks, whether belonging to us or any other person, or any persons involved in any capacity in the Site or any Licensed NFT.
In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase or otherwise obtain Licensed NFT(s) and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself.
We cannot and do not represent or warrant that any Licensed NFT(s), or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Licensed NFTs, or its supporting systems or technology, will be corrected, or that the Licensed NFTs or the delivery mechanism(s) for the Licensed NFTs are free of viruses or other harmful components. You accept and acknowledge that in no event will we be responsible for any communication failures, disruptions, errors, distortions or delays you may experience in relation to any Licensed NFT(s).
LIABILITY LIMITS
ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED. IN NO EVENT SHALL ANY OF US BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY LICENSED NFT(S) OR OTHERWISE) HOWEVER ARISING, REGARDLESS OF WHETHER ANY OF US KNOW OR SHOULD HAVE KNOWN THAT THERE IS A POSSIBILITY OF SUCH DAMAGE.
YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS REQUIRING A SPECIFIC STATEMENT FOR RELEASE. YOU RELEASE US FROM ANY LIABILITY RELATING TO OUR SITE, ANY LICENSED NFT(S), LICENSED NFT CROP(S), ART, AND/OR ANY OTHER CONTENT ON THE SITE, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST US.
You agree to defend, indemnify and hold harmless each of us, our officers, directors, members, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees, court costs, and disbursements) arising from any act or omission by you in relation to:
your use of the Site;
your use of any BBRC’s affiliate’s services;
your breach or purported or alleged breach of this Agreement; or
any Licensed NFT(s), Licensed NFT Crop(s) or Art.
This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We may elect to settle with the party/parties making any such claim and you shall be liable for the damages as if we had proceeded with a trial.
This obligation shall survive the termination of this Agreement.
COPYRIGHT INFRINGEMENT
If you believe in good faith that materials hosted by BBRC infringe your copyright, you, or your agent may send to BBRC a notice requesting that the material be removed or access to it be blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send to BBRC a counter-notice.
A notice must include the following information:
your name, address, address, telephone number, facsimile number (if any) and email address and the address for service in Singapore if you are not resident in Singapore;
sufficient information to enable us to identify the infringing material;
a statement that you require us to remove/disable access to the material;
a statement that you, in good faith, believe that the material is an infringing copy;
a statement that the information in the notice is accurate;
a statement that you are the copyright owner or exclusive licensee or that you are authorised to act on behalf of such owner or exclusive licensee; and
agreement that you and/or such owner or exclusive licensee submit to the exclusive jurisdiction of the Singapore courts.
A counter-notice must include the following information:
your name, address, address, telephone number, facsimile number (if any) and email address and the address for service in Singapore if you are not resident in Singapore;
sufficient information to enable us to identify the infringing material;
a statement that you, in good faith, believe that the material was removed or access was disabled as a result of mistake or misidentification or the material does not infringe copyright in any material;
a statement that the information in the counter-notice is accurate; and
agreement that you and/or such owner or exclusive licensee submit to the exclusive jurisdiction of the Singapore courts.
Upon receipt of a valid notice or counter-notice, we will take reasonable steps to address the notice or counter-notice. Our Copyright Agent for notice of claims of copyright infringement or counter-notices can be reached by direct messaging @BBRCOfficial on Twitter.
GENERAL
You may not transfer or assign any of your rights or obligations under this Agreement, save as expressly provided.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction under any present or future laws effective during the term of this Agreement, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement sets forth the entire agreement and understanding between you and BBRC in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings (if any) between you and BBRC in connection with the matters dealt with and described herein.
A person who is not party to this Agreement has no rights, including under the Contracts (Rights of Third Parties) Act 2001 (Singapore), to enforce any term of this Agreement.
This Agreement shall not constitute a joint venture, partnership, employment, or agency relationship between the parties.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of Singapore only and no other substantive law shall be applied. The offer and acceptance of this Agreement are deemed to have occurred in Singapore.
Any dispute shall be settled by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, with one (1) arbitrator, and with the arbitration being conducted in English. You will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
DEFINITIONS
“Art” means any artwork, character silhouettes and designs and all other work and work product that may be associated with a Licensed NFT.
“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.
“NFT” means any blockchain-tracked, non-fungible token.
“NFT Trading Platform” means a secure marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain and such transactions can be proven by the applicable blockchain.
“Own” or “Ownership” means, with respect to a Licensed NFT, a Licensed NFT that you have purchased through the Website or otherwise rightfully acquired from a legitimate source, where proof of purchase was recorded on the applicable blockchain and ownership of the Licensed NFT can be proven.
“Owner” means a person who has rightful and legal Ownership of a Licensed NFT.
