Art Football Collectible Terms
Last updated
Last updated
These Art Football Collectible Terms (“Terms”) set forth the terms and conditions applicable to certain Art Football Collectibles (as defined below) made available through any decentralized online marketplace for crypto collectibles and non-fungible tokens (“Marketplace”). By acquiring any non-fungible blockchain-based digital token (“NFT”) created by MFH Labs (“MFH”) and associated with Related Content (as defined below) through the Marketplace or by subsequently acquiring any such NFT from any previous owner of the NFT, you agree to be bound by these Terms.
Each NFT made available by MFH through the Marketplace is associated with certain digital works of authorship or other copyrighted content tied to unique moments in football history (“Related Content”). Related Content is separate from the associated NFT and is not sold or otherwise transferred to you but is instead licensed to you as set forth in these Terms. An “Art Football Collectible” consists of the applicable NFT originally acquired through the Marketplace and the license rights granted pursuant to these Terms for the Related Content. All Related Content for a particular NFT is exclusively owned or controlled by MFH.
Subject to your compliance with these Terms, for as long as you own the applicable NFT, MFH grants you a limited, non-exclusive, non-sublicensable, worldwide license under any copyright owned by MFH in any Related Content to display and perform Related Content for any and all purposes whatsoever, including commercialization (provided that such commercial use does not result in you earning more than $100,000 or its equivalent in gross revenue within any twelve (12) month period, whether directly or indirectly). For the avoidance of doubt, the license grants you limited commercial use of the Related Content.
If your commercial use of the license would result in you, or any third party acting on your behalf, earning more than $100,000 or its equivalent in gross revenue from any source within any twelve (12) month period, whether directly or indirectly, you must: (i) notify MFH whenever you are presented with any additional opportunities to exploit the Related Content within the same twelve (12) month period; and (ii) obtain written consent from MFH before pursuing such opportunities. In any event, if you anticipate that any commercial use of the Related Content will exceed this threshold, you must contact MFH as soon as practicable at info@mfhlabs.com to request a discussion regarding the entry into a license agreement for broader commercial use.
Upon activation of DeFoo Market monetization, NFT holders—by possessing tokenized historical moments—shall have the right to collaborate with artists and brands to commercialize tokenized artistic styles through licensed merchandise, as well as to derive revenue from tokenized football moments via sponsorships and partnerships, all in strict compliance with approved brand guidelines. The DeFoo Market will serve as an ecosystem where sports brands, artists, and NFT holders collaborate to tokenize and commercialize their assets.
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MFH Labs reserves the right to implement additional governance mechanisms, enabling token holders to participate in fund allocation and the development of decentralized infrastructure. The community fund, financed through NFT public mints & royalties, will support decentralized football infrastructure, fan-driven projects, and governance initiatives.
MFH LABS DOES NOT GUARANTEE THE IMMEDIATE AVAILABILITY OF TOKEN-GATED EXPERIENCES, GOVERNANCE FEATURES, OR MONETIZATION BENEFITS. THESE WILL BE DEVELOPED PROGRESSIVELY AND SUBJECT TO FEASIBILITY AND LEGAL COMPLIANCE.
Sections 2, 3 and 4 set forth all of your license rights hereunder with respect to any Related Content. There are no other license rights, whether express or implied, with respect to any of the Related Content and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by MFH. This is true even if exercise of any license rights granted herein would be prevented, frustrated or impaired without such a license. Without limiting the foregoing, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
Grant any sublicense of any license rights herein;
Delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Related Content;
Exercise any license rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by MFH at its discretion;
Reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or
Use any Related Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
You will not:
Create, sell or attempt to create or sell, fractionalized interests in the NFT or the Art Football Collectible,
Separate, unlink or decouple the Related Content from the NFT with which it is associated to form the Art Football Collectible, or
Use any Related Content to create, sell or attempt to create or sell any new cryptographic token.
To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Art Football Collectible, you may transfer the NFT to a third party, provided that the following conditions are met:
Such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT;
Such transfer must comply with
Any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and
Any applicable laws, regulations, regulatory guidance, and rules;
Prior to such sale or other transfer, you must ensure that such transferee is provided with an opportunity to review these Terms. Such transferee’s exercise of the license rights included as part of the Art Football Collectible will be conditional upon such transferee agreeing to be bound by these Terms; and
After such transfer, your right to display and perform the Related Content and all other license rights under these Terms will immediately terminate (without the requirement of notice).
Upon any transfer of an NFT, in consideration of the continued license rights granted under these Terms, the ongoing hosting of any Related Content, and other associated services, the buyer shall bear all transaction costs, including but not limited to gas fees, marketplace fees, and payment processing fees.
The applicable Royalty Fee is embedded in the NFT’s smart contract and, where supported by the marketplace, will be automatically deducted and transferred upon resale.
The enforceability of the Royalty Fee is subject to the policies and technical capabilities of the NFT marketplace facilitating the transaction. If a marketplace does not support the automatic enforcement of royalty payments, you may not sell or transfer the NFT on that platform unless MFH Labs explicitly authorizes an alternative arrangement. MFH Labs reserves the right to take any necessary measures to ensure compliance with its royalty framework, including restricting transactions on non-compliant platforms.
THE ART FOOTBALL COLLECTIBLE IS INTENDED FOR FOOTBALL ENTHUSIASTS' 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.
You will comply with any NFT issuance or marketing policy that MFH may provide to you, as updated from time to time.
From time to time at their discretion, MFH or third parties may make additional content, physical items or other benefits available to the holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of MFH or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by MFH as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item.
MFH will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with
Any blockchain or related technology,
Any digital wallet, MetaMask technology, similar technology or related service,
The transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,
Any marketplace or other platform for buying, selling or transferring any NFT other than the Marketplace,
Any platform or service provided by any third party or any technology related thereto,
Any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or
Any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by MFH.
You will indemnify and hold harmless, and at MFH’s request defend, MFH and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with
Any breach of these Terms or unauthorized use of any Related Content,
Your ownership or transfer of any NFT, or
Exercise of any license rights hereunder by you.
MFH AND ITS AFFILIATES MAKE ART FOOTBALL COLLECTIBLES, NFTS AND RELATED CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
IN NO EVENT WILL MFH OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.
THE MAXIMUM AGGREGATE LIABILITY OF MFH AND ITS AFFILIATES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.
In addition to any other rights and remedies to which MFH may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Related Content and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice. Upon termination of your license rights you will immediately cease all use of any Related Content. MFH may disable MetaMask or similar functionality for the affected Related Content, prohibit any platform or service from retrieving or rendering any such Related Content in connection with the services they provide and take other steps to prevent unauthorized use of any Related Content. MFH will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
All disputes arising out of or in connection with the Terms shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (the Belgrade Rules) by one arbitrator appointed in accordance with the said Rules.
These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and MFH. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of MFH to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of MFH's right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.