NFT Terms of Service.
By purchasing, acquiring, or otherwise receiving an NFT that originated from OME (“OME NFT”), you agree to these NFT Terms. These NFT Terms, along with OME User Terms of Service, made available at https://ome.audio/terms and incorporated herein by reference, are collectively referred to as the “Agreement.”
OWNERSHIP OF OME NFTS AND ARTWORK. Each OME NFT is a limited-edition digital asset that embodies or includes certain artwork licensed to or owned by OME (the “Artwork”). You acknowledge and agree that Open Music Exchange, Inc. (“OME”) owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. OME NFTs may also incorporate one or more elements of OME’s trademarks and branding (the “Brand”). Each OME NFT is a non-fungible token hosted on the polygon blockchain, ownership of which can be transferred through gift, purchase, or sale. Although the OME NFT itself is owned by its then-current owner, the Artwork embodied thereby and any brand incorporated therein or used therewith is licensed, pursuant to these NFT Terms, and not transferred or sold, to such owner. “Own” means, with respect to AN OME NFT, AN OME NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain. The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. OME and its licensors reserve all rights in and to the Artwork and Brand not expressly granted to you herein.
LICENSES. Subject to your lawful purchase or acquisition of an OME NFT and your continued compliance with this Agreement, OME grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, (a) to display the Artwork and any Brand embodied by your OME NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your OME NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer an OME NFT for sale; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your OME NFTs, provided that the website/application cryptographically verifies rights to ensure that only the actual owner can display an OME NFT; and (b) to access certain limited features or exercise certain privileges on or through OME website and/or mobile application(s) (collectively, the “OME Digital Properties”), in each case in accordance with the functionalities of such OME Digital Properties and as may be modified by OME from time to time in OME’s sole discretion. OME provides the OME NFTs, licenses the Artwork and Brand to the owner of each OME NFT, and provides the OME Digital Properties 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. The license to display the Artwork and any Brand embodied by an OME NFT is automatically and always transferred with the NFT as provided below. Otherwise the license to display the Artwork and any Brand embodied by an OME NFT is non-transferable.
You acknowledge that the license granted to you in this Agreement applies only to the extent that you lawfully purchased or acquired an OME NFT and, with respect to an OME NFT that you purchased, for so long as you continue to own such OME NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your OME NFT for any reason, the license granted in this Agreement to you will immediately expire with respect to such OME NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied by such OME NFT. The license granted in this Agreement will also automatically terminate, with all rights returning to OME, if: (x) you breach this Agreement, which shall include, transferring or acquiring OME NFT in a way not specifically permitted hereunder or (y) you engage in any unlawful business practice related to OME NFT. In the event that you did not lawfully purchase or acquire OME NFT or upon any termination of the license granted in this Agreement, OME may disable your access to the Artwork and/or Brand and/or deny you access to any further benefits, services or goods associated with the OME NFT.
RESTRICTIONS. You agree that you will not, nor will you permit any third party to, do or attempt to do any of the following without OME’s express prior written consent in each case: (i) modify, distort or perform any other change to the Artwork or Brand embodied by your OME NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Artwork or Brand embodied by your OME NFTs as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of the OME NFT itself) or otherwise except for your personal, non-commercial use; (iii) use the Artwork or Brand embodied by your OME NFTs 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 upon the rights of others or promote illegal activities; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork or Brand embodied by your OME NFTs; (v) use the Artwork or Brand embodied by your OME NFTs in connection with defamatory or dishonest statements about OME and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of OME or represent or imply that your exercise of the licenses granted hereunder is endorsed by OME and/or its affiliated companies; or (vi) otherwise utilize the Artwork Brand embodied by your OME NFTs for your or any third party’s commercial benefit (other than an authorized offering of the OME NFT itself). These restrictions will survive the expiration or termination of licenses granted hereunder.
Without limiting the foregoing, the license granted by this Agreement does not include: (i) the right to use the Artwork or Brand in connection with additional NFTs; or (ii) the right to create derivative works of the Artwork. 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, Brand, or any other representation, name or mark that may be confusingly similar to any of OME’s intellectual property.
TRANSFERRING YOUR OME NFT. You may transfer any OME NFT that you lawfully own to a third party, subject to this Agreement. After any such transfer, your licenses to the Artwork and Brand will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any OME NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, this Agreement.