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ATP TOUR & ARTCHILD "POSTERS” COLLECTION
TERMS & CONDITIONS
Last Updated: 25 October 2023
By obtaining a non-fungible token ("NFT”) in the 2023 Nitto ATP Finals "POSTERS” collection ("ATP Finals NFT”), either by purchase from Artchild IP LLC ("Artchild”) on the website available at www.artchild.com (the "Site”), or a subsequent transfer from an owner of an ATP Finals NFT, you agree to these ATP Tour & Artchild "POSTERS” Collection Terms & Conditions (the "Terms”). These Terms are a binding agreement between you, on the one hand, and ATP Tour, Inc. ("ATP”) and Artchild, on the other hand.
You agree that ATP may update these Terms at any time, in its sole discretion and for any purpose, including, without limitation, (1) to reflect changes in the usage of any ATP Finals NFTs, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm, by posting an updated version of these Terms at the URL at which you are viewing these Terms (or a successor URL indicated by these Terms).
ATP Finals NFTs. Each ATP Finals NFT resides on the Polygon blockchain network (the "Polygon Network”) and is associated with a specific digital artwork licensed by ATP ("Digital Art”) such that, if you own an ATP Finals NFT, you can access such Digital Art through such ATP Finals NFT. Each ATP Finals NFT and the license granted to you in Section 2 with respect to the associated Digital Art may together be referred to in these terms as the "Digital Collectible”.
License. Subject to your compliance with these Terms, ATP grants to you, solely for so long as you own an ATP Finals NFT, the worldwide, non-exclusive, non-transferable and non-assignable (except to the transferee of your ATP Finals NFT), non-sublicensable right to (i) access, view, and display the Digital Art associated with such ATP Finals NFT, solely for your own personal, non-commercial use, (ii) print, only for your personal, non-commercial viewing and display, a physical copy of the Digital Art of the ATP Finals NFT; provided, however, that you shall not sell or provide such physical copy to anyone else other than the person or entity to which you transfer ownership of the ATP Finals NFT, (iii) list such ATP Finals NFT for sale or transfer on an online NFT platform that cryptographically verifies that you are the actual owner of the ATP Finals NFT being listed (such platform a "Platform”), (iv) list such ATP Finals NFT for auction or sale through an auction house and include the associated Digital Art in the auction listings or catalogues for such purpose; and (v) exhibit or authorize to be exhibited in a museum or art gallery the Digital Art associated with such ATP Finals NFT, in compliance with any installation guidelines provided by the artist of the Digital Art (the "Artist”); provided, however, that (a) prior to any such exhibition you must first notify the Artist of your intention to do so and of all details of the proposed exhibition, (b) if the Artist objects in a reasonably timely manner to such exhibition, you shall not have any right to, and shall not, exhibit or authorize the exhibition of such Digital Art, but if Artist does not object in a reasonably timely manner to such exhibition, then such failure to object will be deemed to be Artist's consent to the exhibition described in your notice, and (c) unless and until Artist has consented or been deemed to have consented, you will not make or authorize the making of any public statement with respect to such exhibition.
The limited license set forth in this Section 2 applies only to the extent you continue to own the ATP Finals NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your ATP Finals NFT for any reason through any means, your license under this Section 2 will immediately terminate (without the requirement of notice) with respect to the Digital Art associated with such ATP Finals NFT, and such rights will vest in the new owner of such ATP Finals NFT. Your rights under this Section 2 will also immediately terminate (without the requirement of notice) if you breach these Terms.
Intellectual Property. The Digital Collectible incorporates intellectual property of ATP, Artchild and/or their respective licensors, as applicable (the "IP”), all of which is owned and will remain owned by ATP, Artchild, the Artist and/or their respective licensors, as applicable. Except as expressly set forth in Section 2, all rights in the Digital Art are expressly reserved by ATP, Artchild and their respective licensors (as applicable) and your ownership of an ATP Finals NFT does not include any ownership of the copyright or any other IP rights in or to the associated Digital Art. Without limiting the foregoing or any other rights reserved by ATP, Artchild and/or the Artist, Artchild and the Artist reserve the right to publicly display and exhibit the Digital Art in museums and art galleries.
Restrictions. In connection with the Digital Collectible, you have no rights to and may not, nor may you permit any third party to, do or attempt to do any of the following: (i) modify the Digital Art associated with an ATP Finals NFT in any way; (ii) use the Digital Art associated with your ATP Finals NFT to advertise, market, promote, or sell any product or service, create or sell merchandise, or otherwise for your or any third party's commercial benefit; (iii) attempt to trademark, copyright or otherwise acquire intellectual property rights in or to the Digital Art; (iv) create, sell, or attempt to create or sell, fractionalized interests in any ATP Finals NFT; or (v) separate, unlink, or decouple the Digital Art from the ATP Finals NFT with which it is associated.
Resales and Transfers. You may sell or otherwise transfer the ATP Finals NFT to a third party, subject to the following conditions:
If you list an ATP Finals NFT for sale, you must do so on an NFT marketplace that cryptographically verifies that you are the actual owner of the ATP Finals NFT being transferred, and such sale, assignment or other transfer must comply with (i) such Platform's applicable terms and (ii) any applicable laws, regulations, regulatory guidance, and rules; seven and a half percent (7.5%) of the proceeds of any transfer that is a sale, and any future sale by the secondary purchaser, shall be deducted and paid to Artchild and/or its designees.
Taxes. You are solely responsible for determining what, if any, taxes apply to your ATP Finals NFT-related transactions and for remitting the appropriate amounts to the applicable governmental authorities.
Laws and Regulations. The Digital Collectible may not be appropriate or available for use in some non-U.S. jurisdictions. Any use, sale or transfer of the Digital Collectible is at your own risk, and you must comply with all applicable laws, rules and regulations in connection with any such activities. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of the Digital Collectibles.
Risks. There are risks associated with using blockchains, cryptocurrencies, digital wallets, and NFTs, including, but not limited to the risk of hardware, software and Internet connection failures, the risk of malicious software introduction, the risk that third parties may obtain unauthorized access to your digital wallet, and the risk of loss of digital assets if you lose your private key to the applicable digital wallet. You acknowledge that ATP and Artchild do not control the Polygon Blockchain and agree that ATP and Artchild are not and will not be responsible for any failures, disruptions, errors or other issues you may experience when using the Polygon Blockchain however caused. Upgrades to the Polygon Blockchain, a hard fork in the Polygon Blockchain, or a change in how transactions are confirmed on the Polygon Blockchain may have unintended, adverse effects on the ATP Finals NFTs.
DISCLAIMERS AND LIMITATIONS OF LIABILITY. THE ATP FINALS NFTS ARE PROVIDED, AND ATP GRANTS THE RIGHTS DESCRIBED HEREIN TO THE DIGITAL ART ASSOCIATED WITH SUCH ATP FINALS NFT, TO YOU ON AN "AS IS” BASIS, AND EXPRESSLY DISCLAIMS 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. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT (A) THE DIGITAL ART ASSOCIATED WITH THE ATP FINALS NFT YOU HAVE RECEIVED IS NOT NECESSARILY RARE, UNIQUE OR EXCLUSIVE, (B) THERE MAY BE IDENTICAL COPIES OF THE DIGITAL ART ASSOCIATED WITH THE ATP FINALS NFT THAT YOU HAVE RECEIVED AND THIRD PARTIES MAY BE ABLE TO ACCESS THE CONTENT ASSOCIATED WITH THE ATP FINALS NFT WITHOUT OWNING THE ATP FINALS NFT, (C) IN NO EVENT WILL YOU HAVE RECOURSE AGAINST ATP, ARTCHILD OR THEIR RESPECTIVE AFFILIATES OR LICENSORS FOR ANY CLAIMS OR LOSSES WITH RESPECT TO ANY ATP FINALS NFT YOU HAVE RECEIVED OR ANY DIGITAL ART ASSOCIATED WITH SUCH ATP FINALS NFT, AND (D) THE SITE IS OPERATED BY ARTCHILD, NOT BY ATP OR ANY AFFILIATE OF ATP, AND YOUR PURCHASE OR RECEIPT OF A TRANSFER OF THE ATP FINALS NFT IS A TRANSACTION BETWEEN YOU AND ARTCHILD OR BETWEEN YOU AND THE RESELLER OR TRANSFEROR OF THE ATP FINALS NFT, AS APPLICABLE, NOT WITH ATP OR ANY AFFILIATE OF ATP.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL ATP OR ITS AFFILIATES, OR ITS AND THEIR LICENSORS, BE LIABLE FOR ANY (I) LOSS OF, OR INABILITY FOR YOU TO ACCESS, VIEW OR OPERATE, THE DIGITAL ART, DIGITAL COLLECTIBLE, OR SITE FOR ANY REASON, (II) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) ANY ISSUES ARISING OUT OF YOUR USE OF THE SITE OR IN DEALING WITH ARTCHILD. THE MAXIMUM AGGREGATE LIABILITY OF ATP, ITS AFFILIATES AND ITS AND THEIR LICENSORS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Governing Law, Venue and Jurisdiction. All matters relating to these Terms, the ATP Finals NFTs or the Digital Art and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms, ATP Finals NFTs or the Digital Art shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the Borough of Manhattan, City of New York, State of New York, USA, although ATP and Artchild retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Miscellaneous. These Terms do not, and shall not be construed to, create any partnership, joint venture or agency between you and ATP and/or Artchild. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions; provided, however, that to the extent such a provision can be revised such that it is enforceable, then such provision shall be deemed to be revised to effectuate, to the maximum extent enforceable under applicable law, the intent of such provision. You shall not assign, transfer or otherwise dispose of these Terms (including any of your rights or obligations under these Terms), and any purported assignment, transfer or other disposition shall be null and void. These Terms constitute the entire agreement between you and ATP and Artchild with respect to the ATP Finals NFT and the Digital Collectible and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ATP and Artchild relating to the ATP Finals NFT, the Digital Art, or the Digital Collectible. In the event of a conflict between these Terms and any Platform Terms, these Terms control.