Apex Athletes TOS

Apex Athletes NFT Terms and Conditions

Apex Athletes non-fungible tokens (the “NFTs”) is a set of digital collectibles, featuring certain athletes, on the Ethereum blockchain network.  By purchasing the NFT(s), you agree to these terms and conditions (these “Terms”).  

1. Definitions

For purposes of these Terms:

“Athletes” means the athletes depicted in the NFTs.

“Athlete Materials” means, as applicable to each NFT: (i) all content, data, text, graphics, artwork, photographs, videos, and other materials relating to the Athlete, to the extent included in the NFT, (ii) the Athlete’s name, likeness, voice, live or recorded performance, autograph,  photograph, biographical information, to the extent included in the NFT, and (iii) all intellectual property rights in or to any of the foregoing.  

2. Meaning of Ownership of Apex Athletes NFTs

When you purchase an NFT, you Own the NFT.  With respect to any NFT, “Owning” the NFT means that you have purchased or otherwise rightfully acquired from a legitimate source the NFT, where proof of such purchase is recorded on the Ethereum blockchain network.  Ownership of the NFT is subject to these Terms.

3. Limited Licensed Rights to Athlete Materials

You do not, by Owning the NFT, acquire any rights to the Athlete Materials in or otherwise related to that NFT, other than the limited licensed rights set forth in these Terms.  

To the extent you Own the NFT, you are granted a worldwide, non-exclusive right to use and display the Athlete Materials in that NFT solely for the following purposes: (i) for your own personal, non-commercial use of the NFT; and (ii) to display the NFT, or parts thereof, in a marketplace that permits the purchase and sale of the NFT, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Athlete Materials for their NFT to ensure that only the actual owner can display the Athlete Materials.  

All rights to the Athlete Materials that are not explicitly granted in these Terms are reserved (i.e., those rights are not acquired by you).  Without limiting the foregoing sentence, you shall not, nor shall you permit any third party to do or attempt to do any of the following: (a) modify the Athlete Materials in any way; (b) use the Athlete Materials to advertise, market, or sell any product or service, other than peer-to-peer sale of that specific NFT; (c) use the Athlete Materials 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 Athlete Materials in movies, videos, or any other forms of media; (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 Athlete Materials; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Athlete Materials; or (g) otherwise utilize the Athlete Materials for your or any third party’s commercial benefit.

The license granted to you in this Section 3 applies only to the extent that you continue to Own the applicable NFT.  If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of the NFT for any reason, the license granted this Section 3 will immediately terminate and expire with respect to you, and you will have no further rights in or to the Athlete Materials for that NFT.

4. Indemnification

You agree to hold harmless and indemnify the Initial Seller (as defined below) of the NFT and its parent, subsidiaries, affiliates, directors, officers, employees, agents, and licensors 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 (i) your breach of these Terms; (ii) your misuse of the NFT or Athlete Materials; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the NFT or Athlete Materials.  You agree that the Initial Seller will have control of the defense or settlement of any such claims.  “Initial Seller” means nWay, Inc., a Delaware corporation.

5. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.  

These Terms shall be governed by the laws of the State of California without regard to conflict of laws provisions.