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These terms and conditions (the "Terms") govern your access to and use of NUMB3R xA’ (hereinafter referred to as the "Company," "we," or "us") website, as well as any other software, media channels, or applications associated with it. By accessing our website or using any of the aforementioned services, you acknowledge and agree to be legally bound by these Terms. We strongly advise you to carefully read and understand these Terms before proceeding with the use of our website and services.These Terms not only apply to your use of the website but also extend to your interactions with digital and physical products offered through the website. In addition to any specific license agreements that may be found on our website, these Terms govern your use of, or orders for, any such products.If you do not agree with any provision of these Terms, please refrain from using our website and services. Your continued use of our website will signify your acceptance of these legally binding terms and conditions.
"NUMB3R xA Digital Collectible": Refers to any digital collectible bearing the NUMB3R xA brand or theme, created either directly or on behalf of NUMB3R xA.
"NUMB3R xA Digital Art": Denotes the visual artwork, images, or creative works associated with a specific NUMB3R xA Digital Collectible.
"NUMB3R xA Trademarks": Encompasses all logos, trademarks, service marks, and trade dress linked to NUMB3R xA Digital Collectible, NUMB3R xA’s online platform, the NUMB3R xA Digital Collectibles themselves, and the entity known as NUMB3R xA, which includes but is not limited to names such as "NUMB3R xA" or "NUMB3RxA.com," or any other names connected to characters, products, or services developed by us.
"NUMB3R xA," "us," "we," or "our": Refers to NUMB3R xA and/or its affiliated entities.
"Commercial Use": Signifies any activity undertaken with the intent to generate revenue, including but not limited to the sale or transfer of items (inclusive of Digital Collectibles) on any marketplace, the creation and sale of merchandise, or the development of a comic book or video game.
"Digital Collectible": Represents any non-fungible token tracked on a blockchain, including those adhering to standards such as BRC-20, or any other non-fungible token standard.
"you" or "your": Pertains to a lawful owner of a NUMB3R xA Digital Collectible.
For the duration of your lawful ownership of a NUMB3R xA Digital Collectible, and subject to your adherence to the terms of this License, we hereby extend the following rights to you:
A non-exclusive, global, royalty-free license that permits you to utilize, reproduce, showcase, modify, and generate derivative works derived from the NUMB3R xA Digital Collectible Art associated with your NUMB3R xA Digital Collectible for personal, non-commercial purposes. Such uses may include showcasing it in your digital wallet, employing it as a profile image, or creating a pixel-art rendition for use on third-party platforms.
A non-exclusive, worldwide, royalty-free license that is sub-licensable solely to service providers assisting you in Commercial Use. This license empowers you to employ, duplicate, reproduce, and exhibit the NUMB3R xA Digital Collectible Art linked to your NUMB3R xA Digital Collectible for any Commercial Use. It is essential to note that the license within this subsection (2) does not encompass the right to produce derivative works of the NUMB3R xA Digital Collectible Art, except where such adaptation and depiction of the NUMB3R xA Digital Collectible Art are necessitated for use in or on goods or media produced pursuant to this license, or as otherwise mandated in the "No Rights to Trademarks" Section below. Nevertheless, this license does authorize you to create new Digital Collectibles and Digital Collectible projects grounded in your NUMB3R xA Digital Collectible Art for NUMB3R xA Digital Collectibles that you own, provided that you refrain from employing the NUMB3R xA Trademarks on or for the promotion of such new Digital Collectibles. It is important to note that there may be instances in which we collaborate with third parties to produce NUMB3R xA Digital Collectibles that incorporate artwork, images, creative works, logos, trademarks, service marks, or trade dress owned by said third party (hereinafter referred to as "Third Party Content"). The license outlined in this paragraph does not extend to any NUMB3R xA Digital Collectible or NUMB3R xA Digital Collectible Art that incorporates Third Party Content, and you are not authorized to employ, duplicate, reproduce, exhibit, produce derivative works from, or develop new Digital Collectibles based on such Third Party Content, or any portion thereof, for any Commercial Use, unless we or the relevant third parties explicitly grant written consent or make a public announcement to that effect.
In simpler terms, you can use your NUMB3R xA Digital Collectible for Commercial Use, including selling derivatives, as long as you refrain from employing the NUMB3R xA Trademarks. The sole exception arises when a NUMB3R xA Digital Collectible originates from a collaboration involving content not owned by us; in such cases, you cannot employ that specific NUMB3R xA Digital Collectible for Commercial Use unless we or our partner explicitly grant written consent.
We acknowledge your potential interest in producing alterations and derivative creations of your NUMB3R xA Digital Collectible Art, and we permit such endeavors within the scope of the previously granted licenses. Nevertheless, you hereby recognize and assent that NUMB3R xA retains right to produce derivative works from any NUMB3R xA Digital Collectible Art, along with the capacity to produce works of authorship akin to or indistinguishable from your own adaptations, derivative works, and modifications of any NUMB3R xA Digital Collectible Art. In light of this, acting on your own behalf and on behalf of your successors, heirs, and assigns, you establish an irrevocable covenant, agreeing not to assert or institute any legal action, claim, petition, or dispute against NUMB3R xA, its affiliates, or licensees in relation to their utilization of any NUMB3R xA Digital Collectible Art, or any adaptations, derivative works, or modifications thereof. This commitment extends to situations in which such artwork or content bears resemblance to or precisely resembles any adaptations, derivative works, or modifications within any NUMB3R xA Digital Collectible Art created by you.
No Entitlement to Trademarks. No provision within this License should be construed to vest you with any entitlements to any NUMB3R xA Trademarks that fall under the ownership of NUMB3R xA. You are expressly forbidden from utilizing any NUMB3R xA Trademarks for Commercial Use unless we grant written authorization. This prohibition encompasses registering domain names or social media accounts using any NUMB3R xA Trademarks without our written consent. This further encompasses NUMB3R xA Trademarks that may be exhibited or incorporated within any NUMB3R xA Digital Collectible Art for your NUMB3R xA Digital Collectible (you will be required to amend the NUMB3R xA Digital Collectible Art to exclude or obscure such NUMB3R xA Trademarks before engaging in any Commercial Use of said NUMB3R xA Digital Collectible Art). It is also prohibited to eliminate, erase, or conceal any trademark notice, copyright notice, or other intellectual property notice within any NUMB3R xA Digital Collectible or NUMB3R xA Digital Collectible Art.
Transferability. The licenses conferred above are non-transferable, except in cases where you sell or transfer your NUMB3R xA Digital Collectible. In such instances, the aforementioned licenses in the NUMB3R xA Digital Collectible Art will cease to apply to you, and will instead be transferred to the new proprietor of the NUMB3R xA Digital Collectible connected with said NUMB3R xA Digital Collectible Art. Pertaining to any sale, transfer, or analogous transactions involving NUMB3R xA Digital Collectibles, the transferee agrees that, by purchasing, accepting, or otherwise acquiring the NUMB3R xA Digital Collectible, they shall be regarded as having embraced the terms delineated within this License. You are prohibited from transferring a NUMB3R xA Digital Collectible to a transferee situated in a country subject to a U.S. Government embargo, designated as a terrorist-supporting country by the U.S. government, or listed on any U.S. Government roster of proscribed or restricted parties.
Limitations. Notwithstanding any of the foregoing, you are proscribed from utilizing the NUMB3R xA Digital Collectible Art in any manner that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal, or obscene activity, or promotes any such activity.
Reservation of Rights. All rights pertaining to the NUMB3R xA Digital Collectible Art and any other intellectual property owned by NUMB3R xA that is not explicitly licensed herein are expressly retained by NUMB3R xA. Any accrual of goodwill resulting from the use of the NUMB3R xA Trademarks shall be deemed the exclusive property of NUMB3R xA and its affiliates.
We acknowledge your potential interest in producing alterations and derivative creations of your NUMB3R xA Digital Collectible Art, and we permit such endeavors within the scope of the previously granted licenses. Nevertheless, you hereby recognize and assent that NUMB3R xA retains right to produce derivative works from any NUMB3R xA Digital Collectible Art, along with the capacity to produce works of authorship akin to or indistinguishable from your own adaptations, derivative works, and modifications of any NUMB3R xA Digital Collectible Art. In light of this, acting on your own behalf and on behalf of your successors, heirs, and assigns, you establish an irrevocable covenant, agreeing not to assert or institute any legal action, claim, petition, or dispute against NUMB3R xA, its affiliates, or licensees in relation to their utilization of any NUMB3R xA Digital Collectible Art, or any adaptations, derivative works, or modifications thereof. This commitment extends to situations in which such artwork or content bears resemblance to or precisely resembles any adaptations, derivative works, or modifications within any NUMB3R xA Digital Collectible Art created by you.
No Entitlement to Trademarks. No provision within this License should be construed to vest you with any entitlements to any NUMB3R xA Trademarks that fall under the ownership of NUMB3R xA. You are expressly forbidden from utilizing any NUMB3R xA Trademarks for Commercial Use unless we grant written authorization. This prohibition encompasses registering domain names or social media accounts using any NUMB3R xA Trademarks without our written consent. This further encompasses NUMB3R xA Trademarks that may be exhibited or incorporated within any NUMB3R xA Digital Collectible Art for your NUMB3R xA Digital Collectible (you will be required to amend the NUMB3R xA Digital Collectible Art to exclude or obscure such NUMB3R xA Trademarks before engaging in any Commercial Use of said NUMB3R xA Digital Collectible Art). It is also prohibited to eliminate, erase, or conceal any trademark notice, copyright notice, or other intellectual property notice within any NUMB3R xA Digital Collectible or NUMB3R xA Digital Collectible Art.
Transferability. The licenses conferred above are non-transferable, except in cases where you sell or transfer your NUMB3R xA Digital Collectible. In such instances, the aforementioned licenses in the NUMB3R xA Digital Collectible Art will cease to apply to you, and will instead be transferred to the new proprietor of the NUMB3R xA Digital Collectible connected with said NUMB3R xA Digital Collectible Art. Pertaining to any sale, transfer, or analogous transactions involving NUMB3R xA Digital Collectibles, the transferee agrees that, by purchasing, accepting, or otherwise acquiring the NUMB3R xA Digital Collectible, they shall be regarded as having embraced the terms delineated within this License. You are prohibited from transferring a NUMB3R xA Digital Collectible to a transferee situated in a country subject to a U.S. Government embargo, designated as a terrorist-supporting country by the U.S. government, or listed on any U.S. Government roster of proscribed or restricted parties.
Limitations. Notwithstanding any of the foregoing, you are proscribed from utilizing the NUMB3R xA Digital Collectible Art in any manner that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal, or obscene activity, or promotes any such activity.
Reservation of Rights. All rights pertaining to the NUMB3R xA Digital Collectible Art and any other intellectual property owned by NUMB3R xA that is not explicitly licensed herein are expressly retained by NUMB3R xA. Any accrual of goodwill resulting from the use of the NUMB3R xA Trademarks shall be deemed the exclusive property of NUMB3R xA and its affiliates.
Supplementary Attributes. NUMB3R xA may choose to make supplementary attributes, access, content, items, or other benefits available to owners of NUMB3R xA Digital Collectibles (“Supplementary Attributes”). NUMB3R xA has no duty or obligation to provide you with any Supplementary Attributes, and you should not anticipate any Supplementary Attributes when acquiring a NUMB3R xA Digital Collectible. Supplementary Attributes may be subject to additional terms and conditions, which may be presented to you at the time they are made available.
Amending This License. We may modify this License periodically. If we make changes that are substantial, we will use reasonable efforts to endeavor to notify you, such as by prominently displaying a notice on the initial page of our website. Nonetheless, it is your sole responsibility to periodically review this License to observe any such changes. Your continued access or use of the NUMB3R xA Digital Collectibles or NUMB3R xA Digital Collectible Art after the License has been updated will be regarded as your acceptance of the amended License.
Termination of License. If you breach any of the provisions of this License, all licenses granted by NUMB3R xA will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services, and media that feature the NUMB3R xA Digital Collectible Art and shall cease all further use of the NUMB3R xA Digital Collectible Art. All provisions which by their nature should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by NUMB3R xA or you. Termination will not limit any of NUMB3R xA's other rights or remedies at law or in equity.
Miscellaneous. If any provision of this License shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by NUMB3R xA but may not be assigned by you without the prior express written consent of NUMB3R xA. Any purported assignment in violation of this License will be null and void. 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. You represent and warrant that you have the legal capacity to agree to this License. This License is governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles, California. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS LICENSE. You and NUMB3R xA agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.
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