This Visa VPF Commemorative NFT term of use (this “Terms”) is a legally binding agreement between the individual or entity that Owns (as defined below) a Visa VPF Commemorative NFT (as defined below) (“You” or “Your”) and Visa International Service Association (“Visa”) that describes your rights and obligations for the use of the Visa VPF Commemorative NFT.
BY ACCEPTING OR ACQUIRING A VISA VPF COMMEMORATIVE NFT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THE RIGHTS GRANTED HEREUNDER AUTOMATICALLY TERMINATE.
1. DEFINITIONS. The following terms have the corresponding meanings:
"Digital Artwork" means any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content owned by or licensed to Visa and that was minted as, or otherwise associated with, the Visa VPF Commemorative NFT that You Own.
"NFT" means any blockchain-tracked, non-fungible token.
“POAP” means POAP Inc.
"Visa VPF Commemorative NFT" means the NFT delivered to You by POAP in connection with your attendance and participation in the Visa Payments Forum 2022 that is linked to, or otherwise identifies, a particular Digital Artwork.
"Third Party IP" means any third-party intellectual property rights including, but not limited to, rights in inventions and discoveries, patents, utility models, rights in designs, trademarks, service marks, trade names, logos, devices, signs, copyrights, associated goodwill, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.
2. OWNERSHIP. You acknowledge and agree that Visa (or, as applicable, its licensors or assigns) owns all rights, title and interests in and to the Digital Artwork(s), and all intellectual property rights therein. The rights that You have in and to a Digital Artwork with respect to a specific Visa VPF Commemorative NFT are limited to those expressly stated in Section 3 of this Terms. Visa and its licensors and assigns (if applicable) reserve all rights in and to the Digital Artwork(s) not expressly granted to You in Section 3 of these Terms including, without limitation, the unlimited right to use, exploit, deal in, commercialise, reproduce, display, modify, create derivative works of, and/or mint, tokenize, or create an additional cryptographic token (including but not limited to NFTs) representing, the Digital Artwork(s).
4. RESTRICTIONS. You agree that You may not, nor permit any third party to, or attempt to, do any of the following without Visa’s express prior written consent in each case:
(i) modify, distort or perform any other change to the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s) in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;
(ii) use the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s) as a brand or trademark or to advertise, market, or sell any third-party product or service;
(iii) use the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s) in connection with images, videos, or other forms of media that (a) is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, or illegality, or which offends against good taste or decency, (b) would infringe any personal, property, privacy or other rights of any persons or entity (including without limitation any intellectual property rights), (c) is defamatory, libellous, threatening, harassing, hateful, offensive, seditious, blasphemous, pornographic, obscene, violent, or would otherwise incite ethnic, racial or religious hatred;
(iv) use or incorporate the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s) in movies, videos, video games or any other forms of media for a commercial purpose;
(v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s);
(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s), including but not limited to any intellectual property rights owned by or otherwise licensed to Visa;
(vii) use the Digital Artwork(s) for Your Visa VPF Commemorative NFT (s) in connection with defamatory or dishonest statements about Visa and/or its affiliates or which otherwise damage the goodwill, value or reputation of Visa and/or its affiliates or represent or imply that your exercise of the license in Section 3 is endorsed by Visa and/or its affiliates;
(viii) attempt to mint, tokenize, or create an additional cryptographic token (including but not limited to an NFT) representing the Digital Artwork(s) on any platform or on any blockchain; or (viii) otherwise utilize the Digital Artwork(s) for your Visa VPF Commemorative NFT (s) for Your or any third party’s commercial benefit.
To the extent that Digital Artwork(s) associated with Your Visa VPF Commemorative NFT contains Third Party IP (e.g., licensed intellectual property), You understand and agree as follows: (a) that You do not have the right to use such Third Party IP in any way except as incorporated in the Digital Artwork(s), and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, Visa may need to pass through additional restrictions on your ability to use the Digital Artwork(s); and (c) to the extent that Visa informs You of such additional restrictions in writing (including by way of email), 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 these Terms. The restrictions in Section 4 of this Terms will survive the expiration or termination of the license granted in Section 3 of this Terms.
5. LIMITATIONS AND NO RIGHT TO COPYRIGHT OR TRADEMARKS. Without limitation to Section 4 above, the license in Section 3 of these Terms does not include: (i) the right to create or own derivative works of the Digital Artwork(s); and (ii) the right to use or own any Visa trademarks, service marks, trade names, brands, and/or logos in connection with the exercise of the license granted to You pursuant to Section 3. For the avoidance of doubt, no Visa trademarks, service marks, trade names, brands, and/or logos are licensed to You. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to Visa trademarks, service marks, trade names, brands, and/or logos. The limitations in Section 5 of these Terms will survive the expiration or termination of the license granted in Section 3 of these Terms and non-compliance is a material breach of these Terms.
6. TRANSFERS. You have the limited right to sell, assign, transfer and/or dispose (collectively, “Transfer”) the Visa VPF Commemorative NFT that You Own, subject to the following conditions: (a) any such sale, transfer and/or disposal shall be in accordance with applicable laws and regulations; (b) You have provided notice to the purchaser/transferee of this Terms (including a link or other method by which this Terms can be accessed by the purchaser/transferee of the Visa VPF Commemorative NFT); (c) You have procured that the purchaser/transferee of the Visa VPF Commemorative NFT accepts all the Terms, and on Visa’s request, provide Visa with information and/or details evidencing such acceptance; (d) You have not breached the Terms prior to such sale, transfer and/or disposal; (e) Your license to the Digital Artwork(s) has not been terminated prior to such sale, transfer and/or disposal; and (f) You shall be solely responsible for any and all taxes, levies, withholdings that may be due to third parties (including government entities) which may arise in connection with the sale, transfer and/or disposal of your Visa VPF Commemorative NFT, and You hereby agree to indemnify and hold Visa and/or its affiliates harmless from and against any and all claims, liabilities or obligations arising out of, or in connection with, the foregoing. You represent and warrant that (i) You are not located in and You will not transfer the Visa VPF Commemorative NFT to individual, entity, or organization located in a country that is subject to a United States Government embargo, or has been designated by the United States Government as a terrorist-supporting country, or with whom any United States law, regulation, or executive order prohibits U.S. companies and individuals from dealing, including, names appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)’s Specially Designated Nationals and Blocked Persons List (“SDN List”); and (ii) You are not transferring the Visa VPF Commemorative NFT with the intent or expectation of profits from any appreciation in value or otherwise from the Visa VPF Commemorative NFT.
8. REPRESENTATIONS AND WARRANTIES. You represent and warrant that You (a) are the age of majority in Your place of residence (which is typically 18 years of age) and have the legal capacity to enter into this Agreement; (b) that You will use and interact with the Visa VPF Commemorative NFT and the Digital Artwork only for lawful purposes and in accordance with these Terms; and (c) will not use the Visa VPF Commemorative NFT or the Digital Artwork to violate any law, regulation or ordinance or any right of Visa, its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further represent and warrant that You will comply with all applicable law in the exercise of its rights and obligations under these Terms.
9. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, EACH VISA VPF COMMEMORATIVE NFT AND DIGITAL ARTWORK IS PROVIDED ON AN "AS IS" BASIS, AND VISA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE VISA VPF COMMEMORATIVE NFT (S) AND/OR THE DIGITAL ARTWORK(S), INCLUDING BUT NOT LIMITED TO ANY WARRANTIES WITH RESPECT TO TITLE, NON-INFRINGEMENT, TECHNICAL OPERATION OR PERFORMANCE, DESCRIPTION, QUALITY, CONDITION, ATTRIBUTION, IDENTITY, AUTHENTICITY, LEGALITY, SCARCITY, IMPORTANCE, MEDIUM, PROVENANCE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED.
10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL VISA BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT VISA HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ANY CASE, VISA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED US$1,000.
12. ASSUMPTION OF RISK. You hereby acknowledge and agree that there are risks associated with accepting, acquiring, purchasing, holding, and using the Visa VPF Commemorative NFTs, including but not limited to the following: (i) to the extent there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, such as the Visa VPF Commemorative NFTs, and there is no guarantee the Visa VPF Commemorative NFT s will have or retain any value; (ii) there are risks associated with using an Internet-native digital assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, 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, and Visa will not be responsible for any of these, however caused; (iii) Visa does not make any promises or guarantees about the availability of the Digital Artwork(s) on the Internet or that Visa will host the Digital Artwork(s) at any specific location and/or for any specific period of time; (iv) upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation the Visa VPF Commemorative NFTs and/or any NFT marketplace; (v) Visa is not responsible for any transaction between You and a third party (including but not limited to Your purchase, acquisition, disposal or transfer of a Visa VPF Commemorative NFT on any NFT marketplace) or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and Visa shall have no liability in connection with any such transaction or its consequences.
13. RESERVATION OF RIGHTS. All rights in and to the Digital Artwork not expressly provided for in this Terms are hereby reserved by Visa. The Digital Artwork is licensed, not sold. Visa owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Digital Artwork. Visa reserves the right, but has no obligation, to clarify the terms of these Terms in relation to novel or unforeseen circumstances in its sole and exclusive discretion. If Visa issues or provides any clarification about the terms of these Terms, such clarification will be binding on You, and You hereby waive any right that You may have to dispute it in any manner.
14. GOVERNING LAW. These Terms and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of New York, New York, without regard to conflict of laws principles.
15. DISPUTE RESOLUTION. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration shall be conducted in the English language and the place of arbitration shall be the city of New York, New York, USA.
16. CLASS ACTION WAIVER. You agree that You may bring claims against Visa only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if a dispute is resolved through arbitration, 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.
17. GENERAL TERMS. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted transferees. These Terms constitute the entire agreement, and supersedes any and all prior or contemporaneous agreements and understandings between the parties, whether written or oral, with respect to such subject matter. Failure to promptly enforce a provision of these Terms will not be construed as a waiver of such provision. Nothing in these Terms will be deemed to create or be construed as creating a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. If any term or provisions of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other terms or provision of these Terms or invalidate or render unenforceable such term or provisions in any other jurisdiction.