This Squadra NFT User License (this “User License”) constitutes a legally binding agreement between you and Squadra, LLC (“Squadra,” “we,” “us,” or “our”) and governs your use of any non-fungible token (“NFT”) purchased on squadra.art (the “Marketplace”) or which you have subsequently acquired in accordance with the terms of this User License. Terms used but not defined herein shall have the meanings set out in the Marketplace Terms of Use.
By purchasing any NFT through the Marketplace or otherwise possessing the NFT, you expressly acknowledge that you understand this User License and accept all of its terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER LICENSE, THEN YOU MAY NOT, PURCHASE ANY NFT ON THE MARKETPLACE OR OTHERWISE OWN OR EXPLOIT THE NFT SUBJECT TO THIS USER LICENSE.

1. Ownership

You do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights with respect to the artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings (“Metadata”) associated with the NFT which you are purchasing on the Marketplace (or have subsequently acquired), excepting the limited license to the Metadata granted herein.
You acknowledge and agree that, as between you and Squadra, Squadra and/or its Seller licensors owns all legal right, title, and interest in and to any and all NFTs and associated Metadata (including all intellectual property rights therein) (collectively, the “Squadra Materials”). You acknowledge that the Squadra Materials are protected by applicable laws including applicable copyright and trademark laws. The rights that you have in and to the NFT and Metadata are limited to those expressly stated in Section 2 of this User License. Squadra and/or its Seller licensors reserve all rights and ownership in and to the Squadra Materials not expressly granted to you in this User License.
You acknowledge and agree that, except as expressly set forth in this User License to the contrary: (a) your acquisition of an NFT does not give you any rights or licenses in or to the Squadra Materials; (b) you do not have the right to modify, reproduce, create derivative works of, distribute, sell, license or otherwise commercialize any elements of the Squadra Materials; (c) you will not apply for, register, or otherwise use or attempt to use any Squadra trademarks or service marks, or any confusingly similar marks, anywhere in the world; and (d) you have no right to and shall in no event take any enforcement action (including by, for example, sending DMCA takedown notices) or make any claims based on any Squadra Materials without Squadra’s prior written consent in each instance, and Squadra may, in its sole discretion, undertake any necessary actions to prevent any unlicensed or unauthorized use and/or distribution of any Squadra Materials.
You acknowledge that the ownership of NFTs may give you the right to view, store, exchange, and display the Metadata publicly but does not allow or imply commercial use or ownership of intellectual property on the brand, design, music, video, art or other media displayed in your NFTs. The intellectual property rights in the NTFs and associated Metadata are owned by Squadra or Squadra’s licensors.

2. Licensed Rights

(a) Your Licensed Rights. Upon purchasing or otherwise legitimately receiving one or more NFTs and agreeing to this license, and subject to your continued compliance with this User License, Squadra grants you a limited, worldwide, non-assignable, non-sublicensable, non-transferable (except as permitted in Section 2(b) below) license solely for the personal and non-commercial use and display of the Metadata associated with the applicable NFT legally owned and properly obtained by you. The Metadata may only be used as part of the NFT in accordance with the foregoing license as follows: (i) use of the Metadata on a marketplace that allows the purchase and sale of the NFT, so long as the marketplace cryptographically verifies that you are the owner; and (ii) use of the Metadata on a third party website or app that allows the inclusion, involvement, or participation of the Metadata, so long as the website/app cryptographically verifies that you are the owner, and the Metadata does not stay on the website/app after you have left.

(b) Permissible Transfers of Your Licensed Rights. You have the limited right to assign or transfer your licensed rights (a “transfer”), as described in Section 2(a), solely in connection with the sale, trade, donation, transfer, or other disposition of your NFT for any reason, provided that: (i) the transferee accepts all of the terms of this User License; (ii) you have not, prior to the transfer or assignment, breached this User License; (iii) prior to the transfer or assignment, your licensed rights have not been terminated; (iv) for transfers that occur on the Marketplace, you shall remit to Squadra an amount equal to 10% of the gross sale price of the NFT in U.S. dollars within five (5) days following such sale, and for transfers that may in the future occur other than on the Marketplace (when permitted) such an amount as may be specified in an update to this User License and, in either case, if you fail to do so the license will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Metadata for that NFT. Any attempted transfer or assignment of your licensed rights that do not satisfy the requirements of this Section 2(b) shall be null and void and shall constitute a material breach of this User License.

3. License Restrictions

You agree that, with respect to any NFT you legally own and properly obtained, you may not, nor permit any third party to do or attempt to do, any of the foregoing: (a) modify, distort, mutilate, or perform any other modification to the related Metadata, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the related Metadata to advertise, market, or sell any third party product or service; (c) use the related Metadata 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, violate or misappropriate upon the rights (including intellectual property, publicity or privacy rights) of others; (d) incorporate the related Metadata in movies, videos, video games, or any other forms of media for any purpose; (e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of representations of the related Metadata; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related Metadata; (g) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related Metadata, whether on or off of the Marketplace; or (h) otherwise utilize the Metadata for your or any third party’s commercial benefit, including as part of exhibition, performance, or other show in which fees, admission, or other consideration is charged. To the extent that Metadata associated with your NFT(s) contains third party intellectual property (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (x) that you will not have the right to use such third party intellectual property in any way except as incorporated in the Metadata, and subject to the license and restrictions contained herein; (y) that, depending on the nature of the license granted from the owner of the third party intellectual property, Squadra or its partners may need to pass through additional restrictions on your ability to use the Metadata; and (z) to the extent that Squadra or its partners inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license.

4. Termination of the Licensed Rights

If you violate the User License and/or the Marketplace Terms, or if you sell, trade, donate, give away, transfer, or otherwise dispose of your NFT for any reason other than in accordance with the terms of this User License and the Marketplace Terms, your license will automatically and immediately terminate, and you will have no further rights in or to the NFT. We will use the Network’s blockchain’s record for your NFT to determine whether you no longer possess the applicable NFT and associated license. We may, but are not obligated to, provide you with notice regarding the revocation of your license. Additionally, the license shall automatically terminate and all rights shall return to Squadra or its partners if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your NFT or the associated Metadata; or (c) you disparage or initiate any legal action against Squadra, its affiliates, or any of their respective officers, directors, licensors, members, employees, agents, and/or attorneys (collectively, the “Squadra Parties”). Additionally, if any Squadra Materials becomes, or in Squadra’s opinion is likely to become, the subject of a claim of infringement, Squadra has the right, at Squadra’s sole option, to (x) procure for you the right to continue using such Squadra Materials, (y) replace the Squadra Materials so that the Squadra Materials become non-infringing, or (z) terminate your license to the Squadra Materials without further obligation to you.

5. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

YOU UNDERSTAND AND ACKNOWLEDGE THAT NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE NETWORK OR ANOTHER BLOCKCHAIN AND ARE NOT LEGAL TENDER OR INTENDED FOR INVESTMENT PURPOSES. ALL SMART CONTRACTS ARE ON, AND ALL TRANSFERS OF NFTS ARE CONDUCTED AND OCCUR ON, THE DECENTRALIZED LEDGER WITHIN THE NETWORK OR ANOTHER BLOCKCHAIN. NEITHER SQUADRA NOR NETWORK HAS ANY CONTROL OVER, AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO, ANY OF THOSE SMART CONTRACTS OR TRANSFERS. ALL NFTS AND ASSOCIATED METADATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. THE SQUADRA PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NFTS AND ASSOCIATED METADATA OR ANY PART THEREOF (INCLUDING ANY SMART CONTRACT, EXTERNAL WEBSITES, OR SECONDARY SALES OF OR ALLEGED SECONDARY MARKETS FOR NFTS), INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY OR RELIABILITY.
IN NO EVENT SHALL ANY OF THE SQUADRA PARTIES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY THIRD-PARTY TECHNOLOGY OR PARTY RELATED TO ANY OF THE NFTS OR ASSOCIATED METADATA.
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL ANY OF THE SQUADRA PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, THE NFTS, OR THE METADATA (EVEN IF THE SQUADRA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES), AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE SQUADRA PARTIES (INCLUDING FOR DIRECT DAMAGES) EXCEED US $500.
THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

6. Assumption of Risk

The NFTs and associated Metadata are made available solely for entertainment purposes. You agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as a non-fungible token, (i) those prices and markets are extremely volatile, (ii) variations in the price of other digital assets could materially and adversely affect the value of any digital assets you own, including your NFTs, and (iii) there is no guarantee that your NFTs will have or retain any value; (b) the commercial or market value of your NFTs may materially diminish in value as a result of a variety of things, including negative publicity associated with any Squadra Party; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and the Squadra Parties expressly disclaim any responsible for these risks; (d) the Squadra Parties do not make any promises or guarantees about the availability of your or any other NFTs or that they will host your or any NFTs at any specific location and/or for any specific period of time; (e) upgrades to the Network or another blockchain, a hard fork or other change to the Network or another blockchain, a failure or cessation of the Network or its underlying cryptocurrency, or a change in how transactions are confirmed on the Network or another blockchain may have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs; (f) the Squadra Parties do not make any promises or guarantees related to the Network, the Marketplace, or any other third parties related to the Marketplace (including any of their respective applications and/or services, as well as to the continued availability of or the protection or storage of any data you provide to those parties); (g) the risk of losing access to your NFT due to loss of your private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties; (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs; (k) the taxes due as a result of, and tax consequences associated with, any of your NFT-related transactions; and (l) the risk of engaging in any transactions relating to your NFTs with third parties (e.g., transferring your NFT from a third party on any so-called “secondary market”).
You also acknowledge and agree that: (w) you have obtained sufficient information to make an informed decision regarding the NFTs; (x) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (y) none of the Squadra Parties covenant, represent, or warrant that any NFT, or its supporting systems or technology, is reliable, current or error-free or otherwise meets your requirements, that defects in the NFT, or its supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (z) none of the Squadra Parties will be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any NFTs.

7. Governing Law

This User License and all matters related to it and the Squadra Materials will be governed by the laws of the State of New York, without regard to its conflict of laws rules (except to the extent that law is inconsistent with or preempted by federal law). All disputes related to this User License or the Squadra Materials will be brought solely in the federal or state courts located in The City of New York, New York, and you consent to personal jurisdiction in these courts.

8. Changes to this Agreement

Squadra may make changes to this User License from time to time. When Squadra makes such changes, we will make the updated User License available on this website and update the “Last Updated” date at the beginning of the User License accordingly. Please check this page periodically for changes. Any changes to this User License will apply on the date that they are made, and, by way of example, your continued access to or use of the NFT after the User License has been updated will constitute your binding acceptance of the updates.

9. Eligibility

You cannot participate in the Marketplace, purchase or use any NFT, or display any NFT if you: (a) are not able to form legally binding contracts (for example, if you are under 18 years old); or (b) are a person with whom transactions are prohibited under economic or trade sanctions.

10. Indemnity

You will defend, indemnify, and hold any and all of the Squadra Parties harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the NFT and any licensed rights and/or your participation in the Marketplace, including: (a) your breach of this User License or any third-party terms; (b) your violation of any law or the rights of any third party as a result of your own interaction with that third party; or (c) any other activities in connection with any NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
 You irrevocably release, acquit, and forever discharge the Squadra Parties of any liability for direct or indirect copyright, trademark, patent or intellectual property infringement or violation, direct or indirect misappropriation of any trade secrets, or direct or indirect violation of any publicity or privacy right, in each case, for their use in accordance with this User License of any Metadata.

11. Taxes

You are solely responsible for all taxes and charges (including any VAT, sales, or compensating-use tax or equivalent tax and any taxes on the resale of any NFT) that apply in connection with purchase at the Marketplace and any subsequent transaction involving any NFT. The applicable tax rate will be determined based upon the state, county, or locale. The Squadra Parties are not responsible for determining the taxes that may apply to any of your transactions.

12. Miscellaneous

If any term or provision of this User License is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this User License or invalidate or render unenforceable such term or provision in any other jurisdiction. Use of section headers in this User License is for convenience only and will not have any impact on the interpretation of any provision. Throughout this User License, the use of the word "including" means "including but not limited to." The obligations in this User License that are intended by their terms to survive the expiration or termination of this User License shall so survive, including Sections 1, and 3-12.