Terms | NFL ALL DAY

Terms of Service

NFL Moments Marketplace Terms of Service and EULA

Last Updated: Aug 24, 2022

Dapper Labs Inc. (“we”, “us” or “our”) is making the NFL ALL DAY application (the “App”) available to you. The App provides users with the opportunity to purchase, sell, collect and showcase digital blockchain collectibles containing exclusive content from the National Football League (“NFL”) and its players. Before you use the App, you will need to agree to these Terms and Conditions of Use and any terms and conditions incorporated herein by reference herein, including the End User Media License Agreement (“Media License”) set forth below (collectively, these “Terms”).

BY (I) USING THE APP OR ANY PART OF IT, (II) BUYING, SELLING OR OTHERWISE ACQUIRING OR TRANSFERRING A COLLECTIBLE (AS DEFINED BELOW), OR (III) BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS.

Any changes to these Terms will be in effect as of the “Last Updated” date referred to at the top of this page. You should review these Terms before using the App or purchasing any product or using any services that are available through this App.

Your continued use of this App after the “Last Updated” date will constitute your acceptance of and agreement to such changes.

By using this App, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terms. You affirm that if you are using this App on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.

THESE TERMS CONTAIN AN ARBITRATION PROVISION (SEE SECTION 16). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

You may not use this App if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this App or any of this App’s contents, products or services by applicable law.

1. USE OF THE APP; ACCOUNT SET-UP AND SECURITY

(i) Account and Wallet Set-Up. To most easily use the App, you should first install a web browser (such as the Google Chrome web browser). You will also need to use the Dapper® electronic wallet or another supported electronic wallet, which will enable you to purchase and store collectibles that you collect or purchase via the App. Each collectible is a non-fungible token (an “NFT”) on the Flow™ blockchain network (the “Flow Network”).

(ii) Account Registration. You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right to reclaim usernames without liability to you.

(iii) Account Security. You are responsible for the security of your account for the App and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at [email protected]

(iv) Account Transactions. You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the App are managed and confirmed via the Flow Network. You understand that your Flow Network public address will be made publicly visible whenever you engage in a transaction on the App.

2. PURCHASING, EARNING, AND BURNING YOUR COLLECTIBLES

(i) Acquiring Collectibles. The App allows you to purchase, earn, collect and showcase moments (each, a “Collectible”) from the NFL.

(ii) Purchasing Collectibles. You can purchase Collectibles in two ways via the App: (a) by buying packs of Collectibles from us on the App (each, a “Pack”); or (b) by buying Collectibles from other users in the App’s marketplace (the “Marketplace”). There are different types of Packs available for purchase on the App, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you will collect Collectibles of varying levels of scarcity. Before you buy a Pack, we will let you know the types of Collectibles (but not the exact Collectibles) that are contained in that Pack as well as the probability of obtaining each possible Pack construct (broken down by Collectible scarcity), where applicable. If you buy an individual Collectible from another user in the Marketplace, you will know the exact Collectible that you are purchasing. We strongly encourage you not to purchase Collectibles other than in Packs or on the Marketplace. If you decide to purchase Collectibles in any other way, you understand that such purchases will be entirely at your sole risk.

(iii) Earning Collectibles. You can earn Collectibles for free by participating in certain challenges or marketing campaigns on the App, or by completing certain in-App tasks that we may make generally available from time to time.

(iv) Crafting Collectibles.: You can craft Collectibles by participating in certain Crafting/Burning Challenges on the App.

(v) Characteristics of Collectibles. Each Collectible is associated with Media (as defined below). Each NFL player can have more than one Collectible associated with them, and those Collectibles will each have different characteristics.

(vi) Showcasing Collectibles. The “Showcase” feature of the App allows you to organize your Collectibles into collections, and show them to your friends.

3. PAYMENT, GAS FEES, AND TAXES

(i) Financial Transactions on App. Any payments or financial transactions that you engage in via the App will be conducted solely through the Flow Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via the Flow Network. We do not provide refunds for any purchases that you might make on or through the App – whether for Collectibles, Packs, or anything else.

(ii) Gas Fees. Every transaction on the Flow Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Flow Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the App.

(iii) Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the App. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Fees) made to us pursuant to these Terms. To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are not a resident in Canada nor are you registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform us if your status changes in the future.

4. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS

YOUR OWNERSHIP OF COLLECTIBLES WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH COLLECTIBLES FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW).

For the purposes of this Section 4, the following capitalized terms will have the following meanings:

“Media” means the art, design, drawings, and works of authorship (in any form or media, including, without limitation, video or photographs), which includes certain NFL Intellectual Property, that is associated with a Collectible that you Own.

“NFL Intellectual Property” means all intellectual property, including copyrighted materials, trade names, trademarks or service marks, logos, domain names, and other source identifiers, and the names, likenesses, images or persona of NFL, its teams, players, or other individuals or entities that are owned or controlled by, or associated with, the NFL. For clarity, NFL Intellectual Property includes any Media that constitutes footage, photography, sounds, or other content from NFL games.

“Own” means, with respect to a Collectible, a Collectible that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Flow Network.

“Purchased Collectible” means a Collectible that you Own.

(i) Ownership of Collectibles. Because each Collectible is an NFT on the Flow Network, when you purchase a Collectible in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the underlying NFT. This means that you have the right to swap your Collectible, sell it, burn it, or give it away to the extent that such uses are made available in the App with respect to a particular Collectible. Ownership of the Collectible is mediated entirely by the Flow Network. Except as otherwise permitted by these Terms (including as set forth in the Media License), such as in cases where we determine that the Collectible has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Collectible. Each Collectible is specifically associated with certain Media, such that if you own the Collectible, you can access, display and/or perform the associated Media pursuant to the terms set forth herein.

(ii) We Own the App. You acknowledge and agree that we (or, as applicable, our licensors, including NFL Properties LLC or the NFL Players Association) own or control all legal right, title and interest in and to all other elements of the App, and all intellectual property rights therein (including, without limitation, all Media, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “App Materials”)). You acknowledge that the App Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All App Materials are the copyrighted property of us, or affiliates, or our licensors, including the NFL (collectively Dapper Labs, Inc. and such licensors, including the NFL Properties LLC and the NFL Players Association, are referred to herein as the “Providers”). All trademarks, service marks, and trade names associated with the App or otherwise contained in the App Materials are proprietary to us or other Providers.

(iii) No User License or Ownership of App Materials. Except as expressly set forth in the Media License, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other App Materials that you may access on or through the App. The Providers reserve all rights in and to the App Materials that are not expressly granted to you in these Terms.

(iv) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Collectible, whether via the App or otherwise, does not give you any rights or licenses in or to the App Materials (including, without limitation, any Provider’s copyright in and to the associated Media) other than those expressly contained in these Terms (including as set forth in the Media License); (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the App Materials (including, without limitation, any Media) without each applicable Provider’s prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

(v) User License to Media. Your right to access, perform or display the Media associated with your applicable Purchased Collectible is solely as set forth in the Media License, a copy of which is replicated at the bottom of these Terms. We may also embed a link or other reference to the Media License in the metadata for your Purchased Collectible. The terms of the Media License will apply to all subsequent owners of the Purchased Collectibles, whether such owners acquire the Purchased Collectible through the App or otherwise.

(vi) User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

5. CONDITIONS OF USE AND PROHIBITED ACTIVITIES

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE APP, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE APP ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

(i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the App will not (and will not allow any third party to): (a) in any manner:

(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

(3) involve the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual proprietary rights of any party;

(4) involve using the App to violate the legal rights (such as rights of privacy and publicity) of others; (5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);

(6) involve interfering with other users’ enjoyment of the App;

(7) involve exploiting the App for any unauthorized commercial purpose;

(8) involve modifying, adapting, translating, or reverse engineering any portion of the App;

(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;

(10) involve reformatting or framing any portion of the App;

(11) involve displaying any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

(12) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;

(13) involve accessing or using the App for the purpose of creating a product or service that is competitive with any of our products or services;

(14) involve abusing, harassing, or threatening another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or

(15) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers

(each, a “Category A Prohibited Activity”); and/or

(b) in any manner:

(1) involve creating user accounts by automated means or under false or fraudulent pretenses;

(2) involve the impersonation of another person (via the use of an email address or otherwise);

(3) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);

(4) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the App (including, without limitation, purchases of Packs, or of Collectibles on the Marketplace);

(5) involve acquiring Collectibles through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Collectible and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Collectible or selling, gifting or trading the Collectible to someone else); or

(6) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the App; or

(7) otherwise involve or result in the wrongful seizure or receipt of any Collectibles or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).

(ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Collectibles’ images and descriptions (including the Media associated therewith) from the App. If we delete your Collectibles’ Media, images and/or descriptions from the App, such deletion will not affect your ownership rights in any Collectibles that you already Own, but you will not receive a refund of any amounts you paid for those Collectibles.

NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR COLLECTIBLES’ IMAGES AND DESCRIPTIONS FROM THE APP, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY COLLECTIBLES (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

6. TERMINATION

(i) You Terminate. You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the App – whether for Collectibles, Packs, or anything else.

(ii) We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App without the provision of prior notice. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

(iii) Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

(iv) Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the App.

(v) Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 and 3 through 17 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND THE OTHER PROVIDERS AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

7. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, THE REST OF THE PROVIDERS, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, THE REST OF THE PROVIDERS, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE; (IV) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE AND THE REST OF THE PROVIDERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FLOW NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUED SMART CONTRACTS, YOUR ACCIDENTAL, UNINTENTIONAL OR INADVERTENT BURNING OR TRADE OF A COLLECTIBLE, OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.

COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE FLOW NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE FLOW NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

COLLECTIBLES ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. A COLLECTIBLE IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE FLOW NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

8. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, THE OTHER PROVIDERS, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT OUR AND THE OTHER PROVIDERS’, AND OUR PARENTS’, SUBSIDIARIES’, AFFILIATES’ AND LICENSORS’ TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (I) THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (II) $250 CANADIAN DOLLARS.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.

9. ASSUMPTION OF RISK

(i) Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectibles, which may also be subject to significant price volatility. Each Collectible has no inherent or intrinsic value. We cannot guarantee that any Collectibles purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the NFL ALL DAY ecosystem may materially impact the value and desirability of any particular Collectible.

(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Collectible-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.

(iii) Use of Blockchain. The App does not store, send, or receive Collectibles. This is because Collectibles exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Flow network. Any transfer of Collectibles occurs within the supporting blockchain in the Flow network, and not on the App.

(iv) Inherent Risks with Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Flow Network, however caused.

(v) Risks with Completing Challenges: In order to complete a Challenge and receive a Challenge Reward, you may be required to purchase, obtain, and/or burn Collectibles. Each Challenge Reward has no inherent or intrinsic value unless otherwise noted in the applicable Official Challenge Rules.

(vi) Burning Moments: Certain features may require you to burn a Collectible(s) in order to receive, unlock, or craft a reward or prize. You understand, agree, and acknowledge that: (a) your use of such features are at your sole discretion; (b) you are solely responsible for selecting and verifying the Collectibles from your Collection that will be burned; (c) you are burning Collectibles in order to obtain a Prize or Reward; (d) Collectibles that you select to be burned will cease to exist in your Collection and in the ecosystem and this action cannot be reversed; and (d) you will no longer own the NFT nor retain licensed rights to burned Collectibles.

(vii) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFL ALL DAY ecosystem, and therefore the potential utility or value of your Collectibles.

(viii) Software Risks. Upgrades to the Flow Network, a hard fork in the Flow Network, or a change in how transactions are confirmed on the Flow Network may have unintended, adverse effects on all blockchains using the Flow Network’s NFT standard, including the NFL ALL DAY ecosystem.

10. INDEMNIFICATION

You agree to hold harmless and indemnify us and the Providers and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (a) your breach of these Terms; (b) your misuse of the App; (c) your accidental, unintentional, and/or inadvertent (i) use of the App or (ii) swap, sale, burning or other use or disposal of a Collectible; or (d) your violation of applicable laws, rules or regulations in connection with your access to or use of the App. You agree that we will have control of the defense or settlement of any such claims.

11. EXTERNAL SITES

The App may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

12. FORCE MAJEURE

(i) Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.

(ii) Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice.

13. CHANGES TO THE APP

We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.

14. CHILDREN

You affirm that you are over the age of 18. The App is not intended for children under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App.

15. PRIVACY POLICY

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

16. DISPUTE RESOLUTION; BINDING ARBITRATION

IN THIS SECTION 16, YOU ARE AGREEING TO GIVE UP RIGHTS TO LITIGATE CLAIMS IN A COURT, EXCEPT AS OTHERWISE SET FORTH IN THE MEDIA LICENSE. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

(i) Binding Arbitration. Except for small claims disputes or as otherwise set forth in the Media License, all disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures and the JAMS Consumer Arbitration Minimum Standards (together, the “Rules”). The most recent version of the Rules is available at www.jamsadr.com/rules-download and are hereby incorporated by reference. The place of arbitration shall be in Vancouver, Canada (except if JAMS has no arbitration office in Vancouver, Canada, then in any city in Canada where JAMS has an arbitration office), unless the arbitrator determines that the dispute can be resolved on the submission of written papers or you exercise your right to an in-person hearing in your hometown area.

(ii) Arbitration Fees. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs.

(iii) Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

(iv) Additional Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

(v) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 16 by sending an email to [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.

(vi) If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

17. GENERAL

(i) Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the App, whether oral or written.

(ii) Third-Party Beneficiaries. The Providers are third-party beneficiaries of these Terms, and shall have the right to directly enforce their rights in their applicable Media or other rights under these Terms against you directly to the extent they may deem such enforcement necessary to protect their rights. Other than Providers or as otherwise expressly set forth herein, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

(iii) Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

(iv) Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(v) No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

(vi) Governing Law. All matters arising out of or relating to these Terms, except as set forth in the Media License, will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction).

(vii) Venue. Subject to Section 16 of these Terms, and except as otherwise set forth in the Media License, any legal action or proceeding arising under these Terms will be brought exclusively in the Supreme Court of the Province of British Columbia located in Vancouver, British Columbia, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.

(viii) Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(ix) Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, a Provider, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

--------

END USER MEDIA LICENSE AGREEMENT

LAST UPDATED: November 29, 2021

This End User Media License Agreement (“Media License”) is among you and Dapper Labs Inc. (“Dapper”) and NFL Properties LLC (“NFL”) (collectively, Dapper and the NFL are referred to herein as the “Providers” or “we” or “our”). This Media License sets out the terms and conditions governing your right to access, display and/or perform (as applicable) certain Media (as defined below) made available by the Providers and their licensors as part of your ownership of a unique, non-fungible token (“NFT”) associated with such Media. Each such NFT, as associated with the applicable Media, is referred to in this Media License as a “Collectible.”

By purchasing or otherwise obtaining such Collectibles, whether via Dapper’s NFL ALL DAY application (the “App”) or otherwise, you agree to all the terms and conditions of this Media License, as well as any other terms and conditions of use that may apply to your use of the App if you acquired such Collectibles via the App (the “App Terms”).

We may update this Media License from time to time by notifying you of such changes by any reasonable means. Any changes to this Media License will be in effect as of the “Last Updated” date referred to at the top of this Media License; any such changes will not apply to any dispute between you and us arising prior to the date on which we made available the updated Media License incorporating such changes, or otherwise notified you of such changes. You should review this Media License before purchasing or obtaining any Collectibles. Your continued ownership of any Collectible after the “Last Updated” date will constitute your acceptance of and agreement to such changes. By purchasing or obtaining a Collectible, you affirm that you are of legal age to enter into this Media License, and you accept and are bound by this Media License.

THIS MEDIA LICENSE CONTAINS AN ARBITRATION PROVISION (SEE SECTION 10). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, BECAUSE IT AFFECTS YOUR RIGHTS. BY PURCHASING OR OBTAINING A COLLECTIBLE, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

Section 1. Definitions.

For purposes of this Media License, the following capitalized terms have the following meanings:

“NFL Intellectual Property” means all intellectual property, including copyrighted materials, trade names, trademarks or service marks, logos, domain names, and other source identifiers, and the names, likenesses, images or persona of the NFL, its teams, players, or other individuals or entities that are owned or controlled by, or associated with, the NFL. For clarity, NFL Intellectual Property includes any Media that constitutes footage, photography, sounds, or other content from NFL games.

“Own” means, with respect to a Collectible, a Collectible that you have purchased or otherwise rightfully acquired from a legitimate source (and if acquired via the App, not through any of the Category B Prohibited Activities (as defined in the App Terms)), where proof of such purchase is recorded on the Flow™ blockchain network (the “Flow Network”).

“Purchased Collectible” means a Collectible that you Own.

Section 2. Ownership; License Grant.

2.1 Ownership of Collectible. Because each Collectible is an NFT, when you purchase a Collectible in accordance with this Media License and any other applicable terms to the marketplace where you purchased the Collectible, you Own the underlying NFT. Each Collectible is specifically associated with certain Media, such that if you Own the Collectible, you have certain licensed rights in the associated Media as set forth herein.

2.2 License Grant. Subject to your continued compliance with this Media License, the Providers hereby grant to you, to the extent of each Provider’s applicable rights in the Media, and for so long as you own the Collectible, the worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, perpetual, license to access, perform, or display the Media associated with your applicable Purchased Collectible, solely for (a) your own personal, non-commercial use, (b) as part of a marketplace that permits the purchase and sale of your Purchased Collectibles, provided that the marketplace cryptographically verifies each Collectible owner’s rights to display the Media for their Purchased Collectible to ensure that only the actual owner can display the Media, or (c) as part of a third party website or application that is approved by the Providers in each case, and that permits the inclusion, involvement or participation of your Purchased Collectible, provided that the website/application cryptographically verifies each Collectible owner’s rights to display the Media for their Purchased Collectible to ensure that only the actual owner can display the Media, and provided that the Media is no longer visible once the owner of the Purchased Collectible leaves the website/application. Except as expressly set forth herein, all rights in the Media are expressly reserved by the applicable Providers.

2.3 To the extent we are legally obligated (pursuant to a legal or other process) to do so, or if we reasonably believe such action must be taken to avoid legal liability, we may, at any time, blur, remove, edit, replace, obscure, or otherwise modify the Media; in which case we will use good faith efforts to provide you with replacement media to be associated with your Collectible subject to your continued compliance with this Media License (and in such event, such replacement media will then be deemed the “Media” associated with your Collectible).

Section 3. Restrictions.

You agree that you may not, nor permit any third party to do or attempt to do any of the following without the Providers’ express prior written consent in each case: (a) modify, or create derivative works based on, the Media for your Purchased Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Media for your Purchased Collectible, including the name, likeness, image or persona of any player or other person associated with such NFL Content (“Persona”) to advertise, market, promote, or sell any third party product or service or otherwise use the Media or any Persona associated with the Media for your or any third party’s commercial benefit; (c) use the Media or any Persona associated with the Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Media or any Persona for your Purchased Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms and solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Media or any Persona associated with the Media; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Media (including any elements thereof) or any Persona associated with the Media; (g) create, sell or attempt to create or sell, fractionalized interests in any Purchased Collectible or the Media associated with such Purchased Collectible; (h) separate, unlink, or decouple the Media or any Persona from the Purchased Collectible or the underlying NFT with which it is associated; (i) otherwise use the Media or any Persona associated with your Purchased Collectible for your or any third party’s commercial benefit; or (j) use or exploit the Media or any Persona in any way, in whole or in part, except as expressly permitted by this Media License.

Section 4. NFL Intellectual Property.

The Media includes NFL Intellectual Property. As between you and the NFL, such NFL Intellectual Property is owned by the NFL and/or its affiliates or entities that are owned or controlled by, or associated with, the NFL. Your use of such NFL Intellectual Property is subject to the rights granted above and any additional restrictions imposed by the owner of such NFL Intellectual Property to the extent that we inform you of such additional restrictions, and you may not use any such NFL Intellectual Property in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such NFL Intellectual Property. All use of such NFL Intellectual Property, including any goodwill generated by such use, will inure to the benefit of NFL and/or its affiliates or entities that are owned or controlled by, or associated with, the NFL.

Section 5. Other Terms of License.

You hereby acknowledge and agree that the NFT of a Collectible is separate from the Media; the NFT itself is sold or otherwise transferred to you and, by Owning the Collectible, you receive the rights to access, display and/or perform the Media associated with the NFT, subject to and in accordance with this Media License. The license granted in Section 2 above applies only to the extent that you continue to Own the applicable Purchased Collectible. If at any time you sell, swap, donate, burn, give away, transfer, or otherwise dispose of your Purchased Collectible for any reason, the license granted to you in Section 2 will immediately expire with respect to the Media associated with that Collectible without the requirement of notice, and you will have no further rights in or to the Media for that Collectible. You acknowledge and agree that the Providers or their designees or the applicable marketplace operator may receive fees from or in connection with your sale of, and any other future sale of, a Collectible via a smart contract embedded in the Collectible.

Section 6. Conditions on the Sale and Transfer of Collectibles.

Depending on the terms governing your purchase of the Collectible, including any marketplace terms, you may not be permitted to sell or otherwise transfer the Collectible, or such sales or other transfers may be restricted to the marketplace on which you initially purchased it. To the extent that you are not prohibited from doing so by the terms governing your purchase of the Collectible, you may sell or otherwise transfer the Collectible to a third party, provided that the following conditions are met:

6.1. such sale or other transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of such Collectible and requires that any would-be transferee be provided an opportunity to review, and an obligation to agree to, this Media License;

6.2. such sale or other transfer must comply with (a) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (b) any applicable laws, regulations, regulatory guidance, and rules;

6.3. (iv) after such sale or other transfer, your right to access, display and/or perform the Media will immediately terminate (without the requirement of notice).

We may also terminate your right to access, display and/or perform the Media (without the requirement of notice) if you engage in any of the Media License Prohibited Activities (as defined below).

Section 7. Prohibited Activities.

7.1 You warrant and agree that your acquisition, purchase, or obtaining of a Collectible will not (and will not allow any third party to) in any manner:

7.1.1. involve or result in any violation of Section 3 above;

7.1.2. involve creating user accounts by automated means or under false or fraudulent pretenses;

7.1.3. involve the impersonation of another person (via the use of an email address or otherwise);

7.1.4. involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);

7.1.5. involve acquiring Collectibles through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Collectible and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Collectible or selling, gifting or trading the Collectible to someone else); or

7.1.6. otherwise involve or result in the wrongful seizure or receipt of any Collectibles or other digital assets (each of the foregoing, an “Media License Prohibited Activity”).

7.2. Effect of Your Breaches. If you engage in any of the Media License Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account (if you are a user of the App) and/or delete your Collectibles’ Media (including any images and descriptions associated therewith) from being available on the app or marketplace where you obtained the Collectible. If we delete your Collectibles’ Media, images and/or descriptions from such app or marketplace, such deletion will not affect your ownership rights in any Collectibles that you already Own, but you will not receive a refund of any amounts you paid for those Collectibles.

7.3. NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE MEDIA LICENSE PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO DELETE YOUR COLLECTIBLES’ MEDIA, IMAGES AND DESCRIPTIONS FROM THE APP OR MARKETPLACE WHERE YOU ACQUIRED THE COLLECTIBLE, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY COLLECTIBLES (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

Section 8. DISCLAIMER; LIMITATION OF LIABILITY.

THE COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE. THE COLLECTIBLE, INCLUDING THE ASSOCIATED MEDIA, IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND THE PROVIDERS EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ANY OF THE PROVIDERS OR THEIR AFFILIATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND IN CONNECTION WITH A COLLECTIBLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF THE PROVIDERS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IN CONNECTION WITH A COLLECTIBLE, WILL BE THE GREATER OF THE AMOUNT YOU PAID FOR THE COLLECTIBLE, OR $250 CANADIAN DOLLARS.

Section 9. INDEMNIFICATION.

You will defend, indemnify and hold harmless the Providers and their affiliates, (and if applicable, teams and players, and its and their respective directors, officers, employees, licensors, content providers, agents and representatives), from any third-party claim or action arising from your breach or alleged breach of this Media License or any unauthorized use of the Collectible or Media.

Section 10. DISPUTE RESOLUTION; BINDING ARBITRATION.

IN CONNECTION WITH DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS MEDIA LICENSE, YOU ARE AGREEING TO GIVE UP RIGHTS TO LITIGATE CLAIMS WITH ANY PROVIDER RELATED TO THIS MEDIA LICENSE, THE MEDIA, OR ANY COLLECTIBLE, IN A COURT, EXCEPT FOR SMALL CLAIMS DISPUTES AND AS SET FORTH IN SECTION 10.4 BELOW. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

YOU AND THE PROVIDERS HEREBY EXPRESSLY GIVE UP THE RIGHT TO HAVE A TRIAL BY JURY, EXCEPT AS SET FORTH IN SECTION 10.4 BELOW.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

10.1. Binding Arbitration. Except for small claims disputes and as set forth in Section 10.4 below, all disputes arising out of or in connection with this Media License, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures and the JAMS Consumer Arbitration Minimum Standards (together, the “Rules”). The most recent version of the Rules is available at www.jamsadr.com/rules-download and are hereby incorporated by reference. The place of arbitration shall be in Vancouver, Canada (except if JAMS has no arbitration office in Vancouver, Canada, then in any city in Canada where JAMS has an arbitration office), unless the arbitrator determines that the dispute can be resolved on the submission of written papers or you exercise your right to an in-person hearing in your hometown area.

10.2. Arbitration Fees. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs.

10.3. Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

10.4. Additional Remedies. Notwithstanding the foregoing, the Providers and you agree that any claims or disputes that arise from NFL Intellectual Property, including alleged infringement or other unauthorized or unlawful use of the NFL Intellectual Property, shall be brought in the United States District Court for the Southern District of New York and subject to federal and New York state laws. We and you consent to the application of such laws and to personal jurisdiction and venue in New York, New York.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 10 by sending an email to [email protected] In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.

10.5. If any portion of this Section 10 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Media License; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 10 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 10; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 10 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 10 will be enforceable.

Governing Law; Venue. Except as set forth in Section 10 of this Media License, all matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction). Subject to Section 10 of this Media License, any legal action or proceeding arising under this Media License will be brought exclusively in the Supreme Court of the Province of British Columbia located in Vancouver, British Columbia, and we and you irrevocably consent to the personal jurisdiction and venue there.

Section 11. NFL Enforcement Rights.

You agree that Dapper Labs, Inc., the NFL, the National Football League, NFL Ventures, Inc., NFL Ventures, L.P., NFL Productions LLC, NFL Enterprises LLC, NFL International LLC, the NFL Players Association, NFL International Licensing, Inc., and the professional football teams that comprise the National Football League will have the right to enforce this Media License and any of their applicable rights hereunder against you.

Section 12. General.

This Media License does not, and may not be construed to, create any partnership, joint venture or agency between you and a Provider. If any provision of this Media License is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Media License and will not affect the validity and enforceability of any remaining provisions. You may not assign, transfer or otherwise dispose of this Media License (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void. This Media License constitutes the entire agreement between you and the Providers with respect to the Media associated with a Collectible, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Providers relating to the Collectible or Media. Each Provider shall have the right to transfer, assign, delegate, or novate any of its rights or obligations under this Media License to any other entity or person.

Status Blog Help Privacy Terms