NFT License Terms and Conditions

These Terms and Conditions (this “Agreement”) are a legally binding agreement by and between Omega Runner LLC (“Company”, “we” or “us”), a Delaware limited liability company, and each owner of any NFT(s) minted by Company, including Omega Runner First Edition NFTs (“1ED NFTs”) and the Omega Runner Character Collection NFTs (“ORCC NFTs”) (collectively, “Omega Runner NFTs”), as those NFTs are defined below (“you” or “NFT Owner”; and, where applicable,“ ORCC NFT Owner” or “1ED NFT Owner”). Company and each NFT Owner may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to the Omega Runner NFTs. By purchasing or otherwise owning an Omega Runner NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement.

Definitions
1. “NFT” means any blockchain-tracked non-fungible token, issued and tradable on a blockchain.
2. “Omega Runner NFTs” means, collectively, the 1ED NFTs and the ORCC NFTs.
  1. “1ED NFT” ****means one of 1,000 unique NFTs that, as of its minting, is associated with, and linked to, one of 1,000 iterations of the 1ED NFT Art, all of which feature cover art for issue #1 of the Omega Runner Comic Series.
  2. “ORCC NFT” means one of 5,555 unique NFTs that, as of its minting, is associated with, and linked to, one of 5,555 unique works of ORCC NFT Art, each of which features an ORCC NFT Character. As used herein, each unique work of ORCC NFT Art is “linked” to the single ORCC NFT in which it is featured.
3. “Omega Runner NFT Art” means, collectively, the 1ED NFT Art and ORCC NFT Art.
  1. “1ED NFT Art” means the images and all creative aspects of the images that appear in the 1ED NFTs.
  2. “ORCC NFT Art” means the images and all creative aspects of the characters and any other creative elements that appear the ORCC NFTs. ORCC NFT Art primarily includes fictional characters inspired by the Omega Runner Universe, who are not the OR Main Characters or substantially similar to the OR Main Characters, and are not featured in any Omega Runner Work at the time their respective linked ORCC NFTs are first offered for sale (each such character an “ORCC NFT Character”). ORCC NFT Art is owned by Company and each work of ORCC NFT Art is licensed at any given time to the current owner of the ORCC NFT in which such work appears, under the terms of and conditioned upon ORCC NFT Owner’s continued compliance with this Agreement.
4. “NFT Owners” means, collectively, the current owners, at any given time, of the 1ED NFTs (“1ED NFT Owners”) and the current owners, at any given time, of the ORCC NFTs (“ORCC NFT Owners”), having rightfully acquired such NFT(s) from a legitimate source with proof of such acquisition recorded on the relevant blockchain. In case of transfer of ownership from an NFT Owner (the “Transferor”) to a recipient (buyer, often) (the “Transferee”), Transferee ****becomes the sole NFT Owner of the purchased 1ED NFT and/or ORCC NFT, as applicable. Only one NFT Owner of each Omega Runner NFT may exist at a time.
5. “Omega Runner Universe” means a fictional world featured in the Omega Runner Works, including without limitation characters, vehicles, equipment, geography, buildings, civil structures, timelines and events.
6. An “Omega Runner Work” means any publication or creative work, made or released in any form or medium, that is created by Company or to which Company otherwise owns the rights, which is published or released in such a way that it is identified as, or otherwise apparent as being, a creative work set within or relating to Company’s Omega Runner Universe. Omega Runner Works include without limitation the comic book series relating to the genesis of the Omega Runner Universe (the “Omega Runner Comic Series”).
7. “Omega Runner IP” means, collectively, OR Creative IP and OR Trademark IP. All intellectual property in the Omega Runner IP, individually and collectively, is the exclusive property of Company.
  1. “OR Creative IP” means all works and creative elements of works created by Company, to which Company otherwise owns the rights or that are licensed and sublicensable by Company, that are related to Company’s Omega Runner Universe and incorporated within Company’s Omega Runner Work(s), which works and elements of works are copyrightable, in whole or in part, under any U.S. or international law, regardless of whether such works or elements of works have obtained copyright registration at any time. “OR Creative IP” includes without limitation the OR Main Characters, the OR Storyline and the OR Open Elements. As used in this Agreement, “OR Creative IP” is separate from and does not include ORCC NFT Art, which is subject to different rights and obligations herein.
    1. “OR Main Characters” means a limited set of fictional characters, which are identified as such in this Agreement at any given time, who are or will be featured prominently in Omega Runner Works, including any accessories or objects associated with such characters in the Omega Runner Works.
    The OR Main Characters currently include: (1) Ozias Vaendal (a/k/a “Ozi”); (2) Jada Tran (a/k/a “The Ghost”); (3) Evitus Otho (a/k/a “The Widowmaker”); (4) Izkariot Dunn (a/k/a “Ice”); (5) Darius Mace (honorary title: “Supreme Dor’Jah”); (6) Griz Haller; (7) Severus Traegen (honorary title: “Omega Protector and Avalonian Premier); (8) Birnthrum Rama; and (9) Romulus Sear.
    
    The accessories or objects associated with the aforementioned characters, and incorporated into this definition, include without limitation their clothing, any accessories frequently carried or worn by them, and the vehicles they use in the Omega Runner Works. 2. “OR Storyline” means the stories, storylines, narratives, plots and other similar material, including any portion of such, that underlies, appears within or constitutes an Omega Runner Work. 3. “OR Open Elements” means all creative elements constituting the OR Creative IP, which are not OR Main Characters, the OR Storyline, OR Trademark IP or otherwise excluded from this definition. For illustration only, “OR Open Elements” may include visual and non-visual aspects of characters (other than the OR Main Characters), vehicles, technology, buildings, infrastructure and geographical features of the Omega Runner Universe.
  2. “OR Trademark IP” means Company’s trade name, brands, trade dress and trademarks, including the “Omega Runner”™ wordmark, and any other marks, trademarks, service marks or proprietary words or symbols which Company currently uses or may develop in the future.
8. “NFT Derivative Work” means a work created or otherwise owned by an ORCC NFT Owner, which incorporates elements derivative of the ORCC NFT Art linked to an ORCC NFT they own, and/or derivative of the OR Open Elements, but only to the extent that such derivative work is authorized under and fully compliant with the terms of this Agreement, including the terms of Section 4 herein. A work that makes derivative use of ORCC NFT Art or OR Creative IP, but does so outside of this Agreement or, in Company’s sole determination, violates the terms of this Agreement in any way, is an “Unauthorized Derivative Work.” The creator or owner of an Unauthorized Derivative Work is granted none of the rights provided under this Agreement in connection with such work, but will remain subject to the obligations arising herein.
9. “NFT Owner Creative IP” means all elements of a work that are created by ORCC NFT Owner, to which ORCC NFT Owner otherwise owns the rights that are or licensed and sublicensable by ORCC NFT Owner, which are included within an NFT Derivative Work that is authorized under and compliant with the terms of this Agreement, and which are copyrightable as new creative works under U.S. copyright law, regardless of whether such elements or works have obtained copyright registration at any time. For clarity, “NFT Owner Creative IP” does not include, in any case or to any extent, Omega Runner NFT Art or Omega Runner IP, or portions thereof.
Ownership of the NFTs. Each NFT Owner acquires full ownership of its owned Omega Runner NFT(s), which such NFT Owner may sell, transfer or otherwise dispose of. The Omega Runner NFT Art is separate from the Omega Runner NFT to which it is linked, and in no case is ownership in the Omega Runner NFT Art sold or transferred to the NFT Owner upon purchase or acquisition of an Omega Runner NFT. Instead, the Omega Runner NFT Art linked to a given Omega Runner NFT is licensed to its NFT Owner for limited use as described herein. The NFT Owner from Company takes ownership of the Omega Runner NFT, and receives the rights described herein for the Omega Runner NFT Art to which it is linked. NFT Owners may sell or otherwise transfer ownership of their Omega Runner NFTs, and the rights and obligations of this Agreement transfer with the title to the Omega Runner NFT. This Agreement shall apply to each NFT Owner.
Licenses to Use Omega Runner NFT Art.
1. 1ED NFT Art — Non-Commercial Use License.
  1. The terms of this Section 3(a) are referred to collectively herein as the “1ED NFT Art License”. The rights granted under the 1ED NFT Art License are granted contingent upon the 1ED NFT Owner’s continued compliance with all terms and conditions of this Agreement, as applicable. The 1ED NFT Art License is a part of, and in no way separate from, this Agreement as a whole.
  2. Subject to the 1ED NFT Owner’s continued compliance with this Agreement and continued ownership of the relevant 1ED NFT, Company grants the 1ED NFT Owner a worldwide, royalty-free, revocable, limited non-exclusive license to use, copy, and display the 1ED NFT Art for solely personal, non-commercial use including private physical or virtual display (including on websites or applications which permit the inclusion or participation of 1ED NFTs and which cryptographically verify the 1ED NFT Owner’s legitimacy), use as an avatar on social media, and the creation of a reasonable number of physical or digital copies. Any such copies must be destroyed or transferred to the Transferee 1ED NFT Owner once ownership of the 1ED NFT is transferred.
  3. For clarity, 1ED NFT Owners are not granted any license to make commercial use of the 1ED NFTs.
2. ORCC NFT Art — Non-Commercial and Commercial Use License.
  1. The terms of this Section 3(b) are referred to collectively herein as the “ORCC NFT Art License”. The rights granted under the ORCC NFT Art License are granted contingent upon the ORCC NFT Owner’s continued compliance with all terms and conditions of this Agreement, as applicable. The ORCC NFT Art License is a part of, and in no way separate from, this Agreement as a whole.
  2. Subject to the ORCC NFT Owner’s compliance with this Agreement and continued ownership of the linked ORCC NFT, Company grants the ORCC NFT Owner a worldwide, royalty-free, revocable, limited exclusive license to use, copy, display, distribute, create derivative works (as described in Section 3(b)(iii)), and to sublicense use of the ORCC NFT Art linked to ORCC NFT Owner’s ORCC NFT, whether for Non-Commercial or Commercial Purposes. “Commercial Purposes” includes all lawful commercial purposes known now or created in the future, including merchandising, advertising, inclusion in all media (including digital, physical, and mixed-media), and display in interactive digital environments, unless explicitly prohibited herein or revoked by Company pursuant to the terms of this Agreement. The ORCC NFT Owner retains all revenue generated by such lawful licensed commercial use, without limitation, unless expressly agreed otherwise.
  3. NFT Derivative Works. ORCC NFT Owner may create derivative works from the ORCC NFT Art linked to their owned ORCC NFT(s), including reformatting the ORCC NFT Art for a different format or medium, creating stories about the ORCC NFT Character, and creating limited visual variations in the appearance of the ORCC NFT Art. This right does not include the right to create a character that is purportedly “derivative” of the ORCC NFT Character linked to ORCC NFT that the ORCC NFT Owner owns, but is substantially or confusingly similar to one or more of the OR Main Characters or the ORCC NFT Characters linked to ORCC NFTs the ORCC NFT Owner does not own. Further, NFT Derivative Works must not make use of Omega Runner IP in any way not explicitly authorized under this agreement, or of any rights retained by Company in Section 6 of this Agreement.
  4. Sublicensing. ORCC NFT Owners may sublicense to one or more third parties (“Sublicensees”) only those rights granted in this Section 3(b) ORCC NFT Art License. The sublicense agreement (“Sublicense Agreement”) must provide that any Sublicensee will abide by the terms of this Agreement, and that the Sublicense Agreement terminates with the termination of this Agreement. The ORCC NFT Owner is responsible and liable for all purposes under this Agreement for any breach of the Agreement by any Sublicensee. For clarity, ORCC NFT Owner is not authorized to sublicense the rights granted under Section 4 herein.
  5. Limitations. The ORCC NFT Art License does not include the right to create NFTs or other Blockchain-based digital items using the ORCC NFT Art. It also does not include the right to create any Blockchain-based partial ownership interest in the ORCC NFTs (e.g., coins, tokens).
  6. Enforcement. ORCC NFT Owners have the non-exclusive right to bring actions to enforce rights granted to them under the ORCC NFT Art License. Company may but need not bring such an action, or support an action brought by an ORCC NFT Owner, at its own discretion. Company may, in its sole discretion, join and, unless it would materially prejudice the ORCC NFT Owner’s rights, elect to take over the control of the prosecution of, any such action. Any such action shall be based solely upon the unauthorized use of the Owner’s ORCC NFT Art, not any other ORCC NFT Art owned by third parties – for example, on the ground that the other ORCC NFT Art is substantially similar to the Owner’s ORCC NFT Art. Company has no obligation to support the resolution of, or resolve any, dispute that may arise between two or more ORCC NFT Owners.
  7. NFT Owner Creative IP Protection and Obligations.
    1. NFT Owner may procure intellectual property protection in NFT Owner Creative IP that they create while exercising their rights under the ORCC NFT Art License or the OR Derivative Works License, provided that NFT Owner agrees that: (i) Company retains ownership of all OR Creative IP and ORCC NFT Art; and (ii) upon the legitimate transfer of ownership in any ORCC NFT, all ownership of and rights to NFT Owner Creative IP within NFT Derivative Works created or otherwise owned by the Transferor ORCC NFT Owner, and authorized pursuant to this Agreement, is assigned or otherwise transferred (regardless of the means, referred to herein as “transferred”) **** from the current ORCC NFT Owner (“Transferor”) to the resulting ORCC NFT Owner (“Transferee”). To the extent permitted by law, such transfer of ownership in the relevant NFT Owner Creative IP occurs upon transfer of the ORCC NFT without additional express agreement between Transferor and Transferee, unless Transferor and Transferee explicitly and in writing agree to the contrary. Where such transfer of ownership requires additional action by the Transferor and/or Transferee for such transfer to be effected, ORCC NFT Owner agrees to cooperate in good faith with Transferor or Transferee (as applicable) as necessary to effect such transfer.
    2. In any application to obtain copyright registration in an NFT Derivative Work, ORCC NFT Owner may identify ORCC NFT Owner, or such other person ORCC NFT Owner designates, as the copyright owner, but such application shall identify the ORCC NFT Art and/or OR Creative IP (as applicable) as preexisting work(s) upon which the NFT Derivative Work is based. Any application to obtain a copyright registration in an NFT Derivative Work shall identify “Omega Runner LLC” as the copyright owner of the ORCC NFT Art and/or OR Creative IP (as applicable). If the ORCC NFT Owner publishes or otherwise releases any NFT Derivative Work during the license term of and as authorized under this Agreement, the ORCC NFT Owner retains Company’s authorization to use and exploit that work in accordance with this Agreement after the ORCC NFT License term, to the extent that Company’s authorization is required, provided, however, that: (i) the ORCC NFT Owner is solely responsible for acquiring all other rights required to permissibly use or exploit such NFT Derivative Work after the ORCC NFT License term, including without limitation authorization from any Transferee who at that time owns the OCRR NFT to which the relevant NFT Owner Creative IP is tied; and (ii) this authorization by Company does not grant the ORCC NFT Owner the right to use such NFT Derivative Work or any NFT Owner Creative IP therein to create any new works or materials, including new derivative works, after the ORCC NFT License term.
    3. Where an ORCC NFT Owner creates and publishes an NFT Derivative work during their ownership of an ORCC NFT (the “Pre-Transfer NFT Derivative Work”), on condition that such work is fully compliant with the terms of this Agreement, such ORCC NFT Owner shall be granted by any and all future Transferee ORCC NFT Owner(s) a limited worldwide, royalty-free, non-revocable, non-exclusive, non-sublicensable license to reproduce and distribute such work in perpetuity, for both Non-Commercial and Commercial use. You agree that your purchase of any ORCC NFT from a Transferor ORCC NFT Owner constitutes acceptance of this term, and that you will cooperate in good faith with Transferor, upon request and where necessary in addition to your acceptance of this term, to effect such license. You further agree that, subject to Transferor’s compliance with this Agreement, including the restrictions contained in this Section 3(b)(vii)(3), you will not challenge Transferor’s reproduction or distribution of a Pre-Transfer NFT Derivative Work created by Transferor during their ownership of the ORCC NFT. The license described in this Section 3(b)(vii)(3) shall not grant Transferor any rights not expressly provided for herein. For illustration, but without limitation, the license described in this Section 3(b)(vii)(3) shall not grant Transferor (i) the right to create or use derivative works derived from the Pre-Transfer NFT Derivative Work or any of its element; (ii) any rights granted to NFT ORCC Owners generally, under this Agreement, including in connection with Omega Runner IP; or (iii) any rights to the use of common law or registered trademarks in connection with the transferred ORCC NFT or any associated Pre-Transfer NFT Derivative Work, except to the extent that Transferor must use any such trademark(s) for the limited purpose of exercising Transferor’s rights to reproduce and distribute the Pre-Transfer NFT Derivative Work under the license described in this Section 3(b)(vii)(3).
3. Transfer.
  1. The licenses provided for in this Section 3 are non-transferrable except in case of a legitimate transfer of ownership of the Omega Runner NFTs, in which case these licenses transfer automatically. Except as expressly provided herein, ownership of Omega Runner NFTs and the licenses granted therein are not separable in any way. NFT Owner may not engage in any transaction or activity that purports to decouple the license from an Omega Runner NFT to which it is tied.
  2. Upon the transfer of an Omega Runner NFT to the new NFT Owner, the Transferor’s licenses under this Agreement shall immediately and automatically terminate, and shall immediately and automatically be granted to and binding upon the Transferee.
  3. ORCC NFT Owner agrees that, where the ORCC NFT Owner has acquired Non-Prohibited NFT Word Mark(s) related to the ORCC NFT they own, and ORCC NFT Owner transfers ownership of such ORCC NFT, (i) upon transfer of the ORCC NFT, Transferor must discontinue all use of related Non-Prohibited NFT Word Mark(s), unless Transferor obtains express authorization by Transferee to continue such use, and such use is consistent with the terms of this Agreement; and (ii) upon request by Transferee, Transferor must cooperate in good faith with Transferee to complete any additional process necessary to effect a legal transfer of ownership in such Non-Prohibited NFT Word Mark(s).
NFT Owner Trademarks.
1. As described in Section 8(b), no trademark rights are granted by Company to NFT Owner, and Company retains all rights to the “Omega Runner”™ trademark and other OR Trademark IP.
2. As a condition of the licenses and other rights granted under this Agreement, ORCC NFT Owner agrees that they will not, under any circumstance, assert trademark rights or seek trademark registration in a design mark that is in any way related to an ORCC NFT (including an ORCC NFT they own), the Omega Runner IP, the Omega Runner Universe or any Omega Runner Work.
3. ORCC NFT Owner is not, under this Agreement, prohibited from asserting trademark rights or seeking trademark registration (“seeking trademark rights”) in a word mark that is in no way adopted from or derived from an element of the Omega Runner Works or Omega Runner IP, and which the ORCC NFT Owner has used in commerce, through the lawful exercise of the license rights granted to ORCC NFT Owner under this Agreement and based solely upon the actual use in commerce of the ORCC NFT Art linked to an ORCC NFT they own, or a derivative of such (where compliant with all terms of this Agreement, referred to herein as a “Non-Prohibited NFT Word Mark”). NFT Owner must not seek trademark rights in a word mark that is confusingly similar to any element of the Omega Runner Works or any OR Trademark IP or likely to cause confusion as to the source of the ORCC NFT Owner’s goods and services or Company’s goods and services. Specifically, but without limitation, NFT Owner must not seek trademark rights in any word mark that includes the terms “Omega,” “Runner” or “Omega Runner.”
4. Company retains all rights to oppose or challenge in any way ORCC NFT Owner’s assertion of trademark rights or their application for trademark registration which Company finds, in its sole discretion, is in violation of the terms of this Agreement. ORCC NFT Owner agrees that any trademark ORCC NFT Owner purports to acquire, which is identical or confusingly similar to any OR Trademark IP, together with any associated goodwill, shall automatically, immediately, and at Owner’s expense, be assigned to Company.
5. As described in Section 6 herein, any trademark rights and their associated goodwill that NFT Owner acquires in a Non-Prohibited NFT Word Mark will transfer to the Transferee ORCC NFT Owner upon a legitimate sale or other transfer of ownership in the relevant ORCC NFT, unless the Transferor and Transferee expressly agree otherwise.
Prohibited Uses of the Omega Runner NFT Art and OR Creative IP, in NFT Derivative Works or Otherwise. NFT Owner may not use the Omega Runner NFT Art or any Omega Runner IP, in NFT Derivative Works or otherwise, in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability. Company has sole discretion to determine whether a work constitutes such prohibited use and thus violates the terms of this Agreement. NFT Owner may not use the Omega Runner NFT Art or any Omega Runner IP in a manner that violates applicable law.
Rights Retained by Company.
1. General. All rights in and to the Omega Runner NFT Art and Omega Runner IP not expressly provided for in this Agreement are reserved by Company. The Omega Runner NFT Art is licensed, not sold. The only rights the NFT Owner may exercise in regard to the Omega Runner NFT Art, whose ownership Company retains, are those rights licensed to the NFT Owner under this Agreement. NFT Owner has no other express or implied license rights to the Omega Runner NFT Art; and further, NFT Owner has no license or other rights to the Omega Runner IP, except as explicitly authorized under this Agreement.
2. Company Trademarks. Company retains all rights to its OR Trademark IP (i.e., Company’s trade name, brands, trade dress, and trademarks, including the “Omega Runner”™ wordmark, and any other marks, trademarks, service marks, or proprietary words or symbols which Company currently uses or may develop in the future). No rights to the OR Trademark IP are licensed, sold or transferred to NFT Owner.
3. Promotion. Company retains the right to publicly display or otherwise use the ORCC NFT Art alongside other ORCC NFT Art in ORCC NFTs owned by Company or by third parties, for the purpose of promoting or exhibiting the entire ORCC NFT collection. Company retains the right, at its discretion, to promote any other public use(s) of the ORCC NFT Art or NFT Derivative Works created or otherwise owned by ORCC NFT Owner, unless and until ORCC NFT Owner expressly and in writing informs Company that ORCC NFT Owner objects to such use(s).
4. Enforcement. Company retains the right to enforce its intellectual property rights in the Omega Runner NFT Art, including through litigation, at its discretion as described in Section 3(b)(vi).
Transfers.
1. Permitted and Prohibited Transfers. NFT Owner may freely sell or otherwise transfer their Omega Runner NFT(s) consistent with the NFT Owner’s rights in such Omega Runner NFT(s) as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo or sanction, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (individually or collectively, a “Prohibited Transferee”). NFT Owner represents and warrants that it is not a Prohibited Transferee and will not transfer an Omega Runner NFT to a Prohibited Transferee.
2. Transferee’s Obligations. NFT Owner hereby acknowledges and agrees that all subsequent transactions involving their owned Omega Runner NFT(s) are subject to the following terms: (i) in each case, the Transferor shall provide notice to the Transferee of this Agreement, as amended at the time of transfer, including a link or other method by which the terms of this Agreement can be accessed by the Transferee; and (ii) in each case, the Transferee shall, by purchasing, accepting, accessing or otherwise using the Omega Runner NFT or Omega Runner NFT Art, be deemed to accept all of the terms of this Agreement as an “NFT Owner” hereof.
3. Resale Royalty. NFT Owner further acknowledges and agrees that (i) all subsequent transactions involving their Omega Runner NFT(s) will be effected on the blockchain network governing the Omega Runner NFTs, and NFT Owner will be required to make or receive payments exclusively through NFT Owner’s cryptocurrency wallet; (ii) the Transferor shall pay or cause to be paid to Company an amount equal to five percent (5%) of the total purchase price for the Omega Runner NFT(s) in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee; and (iii) each such subsequent transaction involving their Omega Runner NFT(s) shall be effected on the applicable blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the Omega Runner NFT.
4. Relationship with Third Parties. Omega Runner NFTs may be available for purchase or transfer (i) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “NFT Marketplace”), which we do not operate, or (ii) directly from third-party owners of Omega Runner NFTs (such transactions, “Direct Sales”). The access and use of any NFT Marketplace is subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. In addition, although we do not guarantee that they will, third parties may grant NFT Owners various rights and benefits, including utility and entitlements. If a third party does so, such rights and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party NFT Marketplace, any Direct Sales or any third-party rights or benefits. You covenant not to sue Company based on activities that may occur on such NFT Marketplaces or in connection with any third-party Direct Sales, due to third-party rights or benefits.
Termination of License to the NFT Art. Company may terminate, discontinue or cancel NFT Owner’s licenses to the Omega Runner NFT Art granted under in this Agreement, and all rights shall revert to Company if at any time: (a) NFT Owner breaches any portion of this Agreement, including any failure to pay any Royalty Payment; (b) NFT Owner engages in any unlawful activity related to the Omega Runner NFTs (including transferring the Omega Runner NFTs to a Prohibited Transferee), or any activity otherwise prohibited under this Agreement, including that described in Section 7; or (c) Company has a reasonable basis for believing that NFT Owner has engaged in a subsequent transaction with respect to an Omega Runner NFT that is not recorded on, effected by, or otherwise conducted using the applicable blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid. Upon any termination, discontinuation or cancellation of the NFT Owner’s licenses pursuant to this Section 10, Company may disable NFT Owner’s access to the Omega Runner NFT and NFT Owner shall delete, remove or otherwise destroy any back up or other digital or physical copy of the Omega Runner NFT, and any of NFT Owner’s NFT Derivative Works incorporating the ORCC NFT Art and/or other OR Creative IP. Upon any termination, discontinuation or cancellation of the license in this Agreement, Sections 2 and 8-19 will survive.
Owner’s Representations and Warranties. NFT Owner represents and warrants that (a) NFT Owner is the age of majority in NFT Owner’s place of residence and/or has the legal capacity to enter into this Agreement; (b) NFT Owner will use and interact with the Omega Runner NFTs, Omega Runner NFT Art and Omega Runner IP only for lawful purposes and in accordance with this Agreement; (c) NFT Owner will not use the Omega Runner NFTs, Omega Runner NFT Art or Omega Runner IP to violate any law, regulation or ordinance or any right of Company, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark or patent; and (d) NFT Owner is not, and will not, knowingly execute a transaction involving an Omega Runner NFT or Omega Runner NFT Art with any person who is, (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties. NFT Owner further represents and warrants that NFT Owner will comply with all applicable law in the exercise of its rights and obligations under this Agreement.
DISCLAIMERS. EACH OMEGA RUNNER NFT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT ANY OMEGA RUNNER NFT WILL MEET OWNER’S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE UNINTERRUPTED, SECURELY, OR WITHOUT ERROR. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY OMEGA RUNNER NFT.

COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO NFT OWNER FOR ANY LOSS IN CONNECTION WITH ANY OMEGA RUNNER NFT AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO OWNER FOR, ANY USE OF OR INABILITY TO USE ANY OMEGA RUNNER NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS OR ERRONEOUS WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY OMEGA RUNNER NFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING OR OTHER MEANS OF ATTACK.

YOU UNDERSTAND AND ACCEPT THAT NFTS ARE UNIQUE DIGITAL ASSETS REPRESENTED BY SMART CONTRACTS ON THE BLOCKCHAIN WHICH CREATES A DECENTRALIZED LEDGER OF ALL TRANSACTIONS OCCURRING THEREON. YOU FURTHER ACKNOWLEDGE THAT (I) AS SUCH, THE NFTS WILL BE OUTSIDE THE CONTROL OF ANY ONE PARTY, INCLUDING COMPANY, AND (II) COMPANY SIMILARLY DOES NOT OWN OR CONTROL THE BLOCKCHAIN NETWORK, THE NFT MARKETPLACE OR VARIOUS OTHER SERVICES, PIECES OF EQUIPMENT OR TECHNOLOGY THAT MAY BE IMPLICATED BY THE SALE OF NFTS OR EXCHANGE OF CRYPTOCURRENCY. THUS ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. COMPANY DOES NOT GUARANTEE THAT COMPANY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY OMEGA RUNNER NFT. OWNER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY AND AUTHENTICITY OF THE DIGITAL ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY OR AUTHENTICITY OF THE DIFITAL ASSETS.

THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IF YOU RESIDE IN A JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS. 11. Assumption of NFT Risks. NFT Owner acknowledges the uncertainties with the development and sale of NFTs and the technologies through which they are created, assumes all risks associated therewith, including: (i) the risks described in the disclaimers in Section 12 above; (ii) the risks relating to the characterization of NFTs and other digital assets under applicable law; (iii) the risks of adverse impacts from changes to the blockchain protocol, mining attacks, timing errors, hacking, digital wallet security, lost or forgotten passwords, passkeys, private keys, or other credentials needed to access the Omega Runner NFTs; (iv) the risk of cryptocurrency price and fiat exchange volatility, irreversible transactions or uninsured losses; and (v) other unanticipated risks; and further acknowledges that it has obtained sufficient information to make an informed decision with respect to the foregoing risks and uncertainties in entering into this Agreement. Company is not responsible for determining or paying any taxes that apply to any NFT Owner’s purchase, sale or transfer of rights in each Omega Runner NFT. As between the parties, NFT Owner is solely responsible for determining what, if any, taxes apply to such transactions. 12. Indemnity. NFT Owner shall defend, indemnify and hold Company, its licensors, affiliates, representatives and service providers, and each of them, and all of their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand or proceeding or other similar occurrence, process or activity, that is initiated, made, brought or financed by a third party (including any person who accesses or transacts using any Omega Runner NFTs whether or not such person personally purchased Omega Runner NFTs) against the Indemnified Parties, or on account of the investigation, defense or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Marketplace or any third-party services or products, (b) your infringement of the intellectual property rights of Company or any third-party, (c) your breach or alleged breach of this Agreement, (d) your exercise of the licenses in Sections 3 or 4 herein, or (e) your actual or alleged violation of applicable law. 13. Limitation of Liability. 1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY OMEGA RUNNER NFTS OR ACCESS THE OMEGA RUNNER NFT ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE OMEGA RUNNER NFTS OR ACCESS THE OMEGA RUNNER NFT ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100). 3. BY PURCHASING OR OWNING OMEGA RUNNER NFT(S), NFT OWNER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND NFT OWNER. 14. Governing Law and Choice of Forum. This Agreement and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17, “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and Company each waive any objection to jurisdiction and venue in such courts. 15. Dispute Resolution. 1. Precondition to Arbitration. Without limitation of Company’s rights in Section 10, the Parties must first attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Omega Runner NFTs or Omega Runner NFT Art (collectively, “Disputes”) through informal amicable resolution discussions. Accordingly, neither Party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, NFT Owner must deliver a written notice of any Dispute via first-class mail to 1111 Lincoln Road Suite 500, Miami, FL, 33139 and by courtesy e-mail copy to info.omegaxrunner.xyz. 2. Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding; provided, however, that each Party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright or patent). The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement. 3. Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. There shall be one arbitrator. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The place of arbitration will be New York, New York. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. 4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing party in the arbitration shall be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. 5. Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE ANOTHER PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. 6. If any part of this Agreement concerning arbitration is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Agreement concerning arbitration shall continue to be in full force and effect. 16. Severability. If a court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply. 17. Miscellaneous. This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any permitted Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. This Agreement may be amended by Company in its absolute and sole discretion; provided, that Company shall give notice of any material amendments to this Agreement to NFT Owners through reasonable and public means (i.e., public post on a social media network, e.g., Twitter or Discord Channel). Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include”, “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. NFT Owner may give notice to Company by contacting Company at [email protected]. Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures and other forms of acceptance will be given the same effect and weight as original signatures.