TERMS AND CONDITIONS FOR PURCHASERS OF NFTS

By registering for, and receiving, a Collectible, you acknowledge and agree to the following terms and conditions (“Terms”).  Capitalized terms used but not defined herein have the definitions assigned to them in the Terms of Service for https://eluv.io, as amended from time to time (the “Website Terms”).

The Website is operated by Eluvio, Inc. (“Eluvio”).  The Website is a website that enables the purchase, redemption and collection of blockchain-tracked non-fungible tokens (“NFTs”) that you will Own (as defined below) upon purchase or redemption, as applicable, provided that you comply with these Website Terms and the User License (as defined below). Each NFT will be associated with certain digital media and metadata, which may include, as applicable, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings or any image, name or likeness of any individual (collectively the “NFT Media” and, together with the NFT, the “Collectible”). The Collectibles will be generated through smart contracts and recorded on the Eluvio Platform (the “Eluvio Platform”). The Collectible is a good you purchase or receive. Upon such purchase or receipt and until you Transfer the Collectible, (1) you will Own the NFT associated with that Collectible and (2) you will receive the limited license to the NFT Media associated with that Collectible per the terms in the User License. As used herein, “Own” (and any variations thereof, including “Owns,” “Owned,” “Owner,” or “Ownership”) means with respect to a Collectible, ownership of the NFT associated with a Collectible that a person has rightfully and lawfully purchased, redeemed or acquired from a legitimate source in accordance with these Website Terms and the User License, where proof of purchase, redemption or acquisition was recorded on the applicable blockchain and ownership of the NFT can be proven.

You do not own the NFT Media and you will not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights thereto. For clarity, all right, title, and interest in the NFT Media (including all copyrights, trademark rights, and all other intellectual property rights) are owned by Warner Bros. Entertainment Inc. (“WB”), WB’s licensors, or Eluvio, as applicable, but these Website Terms and the User License shall set forth the terms of any licenses to such NFT Media granted to purchasers or redeemers of Collectibles.  

Any NFT Media that you receive in connection with your purchase of an NFT grants you only a limited, revocable license to use such NFT Media, subject to the restrictions, terms and conditions set forth herein. You acknowledge and agree that the NFT Media is provided under a license and not sold. If the NFT Media contains digital video with EST Rights, you agree to be bound by the EST User License.

The “EST User License” grants you the right at any time after the purchase of the NFT (and for so long as you Own the NFT) to stream the applicable film or title included as part of the NFT (each, a “WB Title”)  to any Authorized Device (defined below) provided, that, (i) prior to being entitled to receive streaming of the WB Title, you have logged into your Authorized User Account (your Media Wallet) and been authenticated by the Website,; and (ii) at any given time, not more than three (3) concurrent digital streams may be consumed from a single Authorized User Account .  

For purposes of clarity, the EST User License does not include the right to store, copy,  record or transmit in any manner any WB Title (or the content file thereof) in any way. “Authorized Devices” include authorized PC devices, including PCs and Macssupporting Widevine DRM and Apple Fairplay DRM; authorized portable devices (defined as tablets and mobile/cellular devices running iOS and Android) supporting Widevine DRM and Apple Fairplay DRM.  4K may not be available on certain Authorized Devices.

Your receipt of a Collectible does not give you any right, license, or ownership in or to the NFT Media other than the rights expressly contained in these Terms.  Any NFT Media that you receive in connection with your purchase of a Collectible may become unavailable at any time; provided that we will use commercially reasonable efforts to provide you with advance notice of any such unavailability.  In the event of any such unavailability, neither Warner Bros. Home Entertainment Inc. nor WB (nor any of their respective affiliates, subsidiaries or licensors) shall be liable to you if you are not able to use, access or otherwise exploit such NFT Media, and you hereby release each of the foregoing from any liability in connection therewith.  WB, its affiliates, subsidiaries, and licensors reserve all rights not expressly granted. 

You shall not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, display, modify, create derivative works of, or commercialize or exploit the NFT Media, in whole or in part, in any way.  You shall not apply for, register, or otherwise use or attempt to use the NFT Media, in whole or in part, as a trademark, service mark, or any confusingly similar mark, anywhere in the world. 

Subject to your continued compliance with these Terms, you are granted a personal non-exclusive, non-sublicensable license (“User License”) to view and display the NFT Media associated with the Collectible solely for the following purposes: (a) for your own personal, non-commercial use; and (b) as part of a marketplace that permits the display, purchase, and sale or other transfer of NFTs, provided the marketplace has mechanisms in place to (i) verify the owners’ rights to display and sell their NFTs, and (ii) ensure that each subsequent purchaser or transferee of a Collectible acquires the Collectible subject to all of these Terms. Your User License will be automatically terminated if you violate these Terms.

You agree that, with respect to any Collectible you purchased and properly obtained in accordance with the Website Terms, 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 NFT Media; (b) use the related NFT Media to advertise, market, or sell any third party product or service; (c) use the related NFT Media in connection with images, videos, or any 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 upon the rights of others; (d) incorporate the related NFT Media in movies, videos, video games, or any other forms of media for a commercial purpose; (e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of representations of the related NFT Media; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related NFT Media; or (g) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related NFT Media, whether on or off the Eluvio Platform.

As for selling or otherwise transferring the Collectible, when permitted pursuant to the Website Terms you shall have the limited right to transfer the Collectible, including your license to the NFT Media associated with such Collectible, subject to the following, all of which shall remain in full force and effect even if you seek to resell such Collectible on a different NFT platform: (i) the transferee must accept all of these Terms and all of the Website Terms; (ii) prior to the transfer, you shall not have breached these Terms or the Website Terms or had your use or access to the Website (as defined in the Website Terms) terminated; and (iii) WB shall be entitled to receive in the aggregate, the greater of (A) ten percent (10%) of the gross amounts paid by the transferee (and each subsequent transferee) for the Collectible, or (B) $7.99 (the “Transfer Royalty”), in perpetuity, as provided in the Website Terms, and you shall comply with all applicable transfer procedures in place and otherwise fully cooperate with Eluvio and WB to ensure that WB receives the Transfer Royalty (including through direct remittance, if applicable).

In the event you violate any of these Terms, you agree that in addition to all of WB’s rights and remedies for violating WB’s intellectual property and other rights, such violation shall constitute a breach of contract, for which WB shall have the right to pursue such additional rights and remedies as may be available to WB for breach of contract, including, without limitation, monetary damages and injunctive relief. 

Provided you have not breached these Terms or the Website Terms, this license will continue only so long as you continue to oOwn the Collectible.  If you sell, trade, donate, give away, or otherwise dispose of your Collectible, all of your rights in and to the Collectible and the NFT Media will immediately cease, and you will have no further rights in the Collectible or the NFT Media.

You understand and agree that Eluvio has the right to temporarily or permanently suspend access to any portion or all of the Website (including, without limitation, the Media Wallet), in the event of suspected fraudulent or illegal activity on the Website or in the Media Wallet, breach of Website or Media Wallet security parameters, failure to comply with or breach of EST User License other Terms, misuse or abuse of Eluvio or WB intellectual property rights, or any other persistent or significant security risk to the Website, the NFTs or the NFT Media.