Urban Punks is a collection of 10,000 unique digital collectible characters represented by non-fungible tokens (such tokens, “Urban Punk NFTs”) minted by a smart contract deployed to the Ethereum blockchain at address 0x3bf0d09463f3aB326Eb213f653325896A8C2cba4 (the “Urban Punks Smart Contract”). The Urban Punks Smart Contract associates each Urban Punk NFT with a piece of digital art displaying one of the Urban Punk characters (“Urban Punk Art”).
These terms (“Terms”) are a legally binding agreement by and between Nio Rio, llc. (“Nio Rio,” “we” or “us”), a New York company, and any owner of a Urban Punk NFT (“you” or “Owner”) governing the parties’ rights and obligations with respect to Urban Punk NFTs and Urban Punk Art.
NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:
BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND NIO RIO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY
(DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN
WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF
(GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
You Own Your Urban Punk NFT.
When you own a digital wallet that holds an Urban Punk NFT, as recorded by the Urban Punks Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Urban Punk NFT (“Your Urban Punk NFT”). Except for the Urban Punk NFTs we own, Nio Rio has no right or ability to seize, freeze, or otherwise modify the ownership of any Urban Punk NFT.
We Own (but License to You) the IP in Your Urban Punk Art.
Nio Rio owns all rights, title, and interest in and to the Urban Punk Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the License (defined below) to use the Urban Punk Art associated with Your Urban Punk NFT (“Your Urban Punk Art”) for as long as you hold Your Urban Punk NFT.
You Own the IP in Your Derivative Urban Punk Works.
As between you and Nio Rio, you own all rights, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, based upon Your Urban Punk Art created during the License Term (defined below) (“Derivative Urban Punk Work”); provided, however, that (i) we retain the copyright in the Urban Punk Art underlying any Derivative Urban Punk Work; (ii) your use of any Derivative Urban Punk Work during and after the License Term is subject to these Terms; and (iii) your use of any Derivative Urban Punk Work after the License Term may require a license from the current owner of the Urban Punk NFT.
Owners may be offered utility, benefits, or entitlements (collectively, “Utility”) from time to time, but these Terms do not confer any Utility except as granted by the License. Nio Rio makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Nio Rio will not be responsible in any manner for any Utility offered by any third party.
Owner's Representations and Warranties.
Owner represents and warrants that Owner:
is over the age of majority and has the legal capacity to enter into these Terms;
will only use and interact with any Urban Punk NFT and Urban Punk Art in accordance with these Terms;
will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Nio Rio, its licensors, or any right of any third party; and
is not, and will not, knowingly execute a transaction involving a Urban Punk NFT or Urban Punk Art with any person who is, (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
Owner shall defend, indemnify, and hold Nio Rio, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Urban Punk NFT or Urban Punk Art, whether or not such person personally purchased a Urban Punk NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such a claim must be approved by Nio Rio in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.
Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State and City of New York, and you and Nio Rio each waive any objection to jurisdiction and venue in such courts.
The License applies only to the Urban Punk NFT on the blockchain that Nio Rio, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Urban Punk NFTs, only the non-fungible token recorded on the blockchain designated by Nio Rio will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Nio Rio is void ab initio.
These Terms will transfer and be binding upon and will insure to the benefit of the parties and their permitted successors and assigns.
These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13(a) or as the parties may agree in writing.
Failure to promptly enforce a provision of these Terms or any rights related to the Urban Punk NFT or Urban Punk Art will not be construed as a waiver of such provision or rights.
Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of these Terms into full force and effect.
If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein.
The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.
Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
For purposes of these Terms, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation”.
The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law, will be given the same effect and weight as original signatures.