NFT Terms


PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING ANY LICENSE TO A NON-FUNGIBLE TOKEN (“NFT”) FROM MERRIAM-WEBSTER, INC. (“M-W”, “we”, “us”) THROUGH AN AUCTION OR OTHERWISE (THE “AUCTION”).

BY SUBMITTING A BID FOR THE PURCHASE OF A LICENSE TO AN NFT, YOU AGREE TO THESE TERMS AND CONDITIONS (this “Agreement”). M-W MAY MAKE CHANGES TO THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE. ANY CHANGES TO THIS AGREEMENT WILL APPLY ON THE DATE THAT THEY ARE MADE. YOUR CONTINUED ACCESS TO OR USE OF THE LICENSED NFT AND THE ART AFTER THE AGREEMENT HAS BEEN UPDATED WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGES. YOU SHOULD PERIODICALLY CHECK THIS AGREEMENT TO VIEW THE THEN-CURRENT TERMS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT BID IN THE AUCTION. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON SUCH ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY, CHOICE OF LAW AND BINDING ARBITRATION CLAUSES, A CLASS ACTION WAIVER, AND A TIME LIMIT ON WHEN YOU CAN FILE ANY CLAIMS. THESE PROVISIONS AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH M-W. PLEASE READ THEM CAREFULLY.

1.) Purchase of NFT and License.

If you are the winning bidder of an Auction for a license to an NFT offered by M-W (the “Licensed NFT”), M-W grants you a worldwide, non-exclusive, non-assignable, non-transferable (except as expressly provided herein), non-sublicensable, royalty-free license to display any art (including without limitation, animations, designs, drawings, prints, textual works, images in any form or media, including without limitation videos and photographs) audio files, memorabilia, or other creative works contained in or associated with your Licensed NFT (the “Art”) solely for your own personal, non-commercial use for so long as you own a license to the Licensed NFT. All purchases of licenses to NFTs, as well as associated charges, are non-refundable. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, transaction fees, and assessments (except taxes on M-W’s net income) now or hereafter claimed or imposed by any entity in connection with the Auction or any subsequent transfer of your Licensed NFT. Notwithstanding the foregoing, you have the limited right to transfer your license to the Licensed NFT in accordance with the blockchain contract terms, provided that your license to the Licensed NFT has not been terminated. Please note that your purchase of a Licensed NFT does not constitute a charitable donation, and, as such, your contribution is not eligible for a tax-deduction in any jurisdiction. “Net Proceeds” as used in the Licensed NFT description and elsewhere means M-W’s revenue received from your purchase of a license to the Licensed NFT, minus costs of the Auction and M-W’s direct and indirect, internal and external, expenses associated with the Auction and the creation and promotion thereof. The highest bidder of this auction will also receive a link to their OpenSea profile from the NFT definition page on Merriam-Webster.com, and you hereby consent to M-W doing so. Notwithstanding the foregoing, M-W reserves the right not to link to your OpenSea profile if it deems, in its sole and absolute discretion, your profile name to be offensive or otherwise not in keeping with M-W’s brand and reputation.

By bidding on the Auction, you represent and warrant that: (i) you are at least 18 years old and, upon M-W’s request, you agree to provide to us accurate information and/or documentation concerning your age or identity; (ii) are not the subject of any economic and financial sanctions, sectoral sanctions, secondary sanctions, trade sanctions, embargoes, blocking orders, restrictive measures and anti-terrorism laws administered, enacted, imposed or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the Parliament or Council of the European Union or any of its member states, the United Kingdom or Her Majesty’s Treasury, or other applicable governmental institutions and agencies (collectively, “Sanctions”), nor are you (iii) located, organized, or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, and Syria). Moreover, you represent and warrant that you will not, directly or indirectly, use the Licensed NFT to (i) engage in money laundering or other illegal activity; (ii) to fund or facilitate any activities or business of or with any person or entity or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any person or entity, (including any person or entity participating in the offering, whether as underwriter, advisor, investor, or otherwise.

The license granted to you hereunder shall automatically terminate and all rights shall return to M-W if you breach this Agreement or the Licensed NFT is subsequently sold. Upon termination you shall have no further rights in connection with the Licensed NFT or any associated Art.

2.) Ownership and Restrictions. You acknowledge and agree that M-W owns and retains all right, title and interest in and to the Art, as well as the name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of M‑W, whether or not associated with the Licensed NFT (collectively, the “M-W IP”). M-W reserves all rights and ownership in the M-W IP not expressly granted to you in Section 1 of this Agreement.

For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, you understand and agree that you do not have the right to distribute, reproduce, create derivative works of, or commercialize any elements of the Licensed NFT (including, without limitation, any Art) without our prior written consent, which consent we may withhold in our sole and absolute discretion. You further understand and agree that you will not: disparage M-W or any of its direct and indirect parent, subsidiaries, affiliates, and our and their respective directors, shareholders, owners, officers, employees, agents, contractors, licensors, successors, and assigns (collectively, the “M-W Parties”), engage in any unlawful business practice related to the Licensed NFT, apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion. Further, you agree that you will not: modify the Art for your Licensed NFT in any way; use the Art to advertise, market, or sell any third-party product or service; use the Art for your Licensed NFT in connection with any form of media that depicts 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 reflect unfavorably on the goodwill and reputation of M-W; use the Art to distribute for commercial gain; or otherwise commercialize merchandise that includes, contains, or consists of the Art, or otherwise utilize the Art, the Licensed NFT or any M-W-IP for your or any third party’s commercial benefit.

3.) DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.

DISCLAIMER OF WARRANTIES: ALL LICENSED NFTs AND THE ART ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, AND STATUTORY), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH M-W EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY: IN NO EVENT SHALL M-W OR THE M-W PARTIES BE LIABLE TO YOU: (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY NFT, INCLUDING, BUT NOT LIMITED TO, THE LICENSED NFT AND THE AUCTION, EVEN IF M-W WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE; AND (ii) FOR ANY DAMAGES, LOSSES AND/OR CAUSES OF ACTION EXCEEDING TEN THOUSAND U.S. DOLLARS (US $10,000.00) IN THE AGGREGATE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, FOR WHICH M-W HAS NO LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE AUCTION AVAILABLE TO YOU AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE AUCTION TO YOU WITHOUT THESE LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

4.) Indemnity.

You hereby agree to defend, indemnify, and hold M-W and the M-W 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, purchase or possession of the Licensed NFT and/or your participation in the Auction, including (i) your breach of this Agreement or the documents it incorporates by reference; (ii) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (iii) any allegation that any materials that you submit to M‑W or transmit in the course of the auction, communications seeking M-W’s consent to activities, or otherwise infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; and/or (iv) any other activities in connection with the Auction or the Licensed NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

5.) CHOICE OF LAW, BINDING ARBITRATION, CLASS ACTION WAIVER AND TIME LIMITATION TO FILE CLAIMS.

The term “dispute” means any dispute, action, or other controversy between you and M‑W or the M-W Parties concerning this Agreement, the Auction, Art and/or the Licensed NFT, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

(a) Binding arbitration. Any dispute will be conducted exclusively by binding arbitration governed by the U.S. Federal Arbitration Act. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final and binding. Any court with jurisdiction over the parties may enforce the arbitrator’s award. Notwithstanding the foregoing or anything to the contrary in this Agreement, M-W may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by M-W through injunctive relief and other equitable remedies without proof of monetary damages or the posting of any bond.

(b) Class action waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor M-W will seek to have any dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

(c) Arbitration procedure. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in New York, NY, United States of America, and you and M-W agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator’s award shall conform with this Agreement, including, without limitation, the limitation of liability set forth above.

(d) Time to File Claims. Claims or disputes must be filed within one year. The one-year period begins when the arbitration notice first could be filed. If such a claim or dispute is not filed within one year, it shall be permanently barred.

(e) Choice of Law. This Agreement and all matters related to it and/or any Licensed NFT shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered into and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.

6.) Your Assumption of Risks. The Licensed NFTs are made available solely as a collectable for entertainment purposes. You agree that you assume the following risks: (i) new regulations may adversely affect the Licensed NFT and/or its value, (ii) the prices for collectible blockchain, including the Licensed NFTs, are extremely volatile and there is no guarantee that your license to the Licensed NFTs will have or retain any value; (iii) collectible blockchain assets have no inherent or intrinsic value; (iv) there are risks associated with using blockchain technologies, including but not limited to, NFTs and cryptocurrencies, and including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, the risk of unforeseen Gas fees or increases thereof; (v) the M-W Parties do not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (vi) changes in a blockchain platform may have unintended, significant adverse effects on all blockchains using such technologies, including, without limitation, Licensed NFTs, including without limitation changes to the protocol rules of the Ethereum blockchain ("forks"); (vii) the M-W Parties do not make any promises or guarantees related any third parties related to the Auction (including, without limitation OpenSea); (viii) that NFTs are not legal tender and are not backed by any government; and (ix) M-W and the M-W Parties are not responsible for any transaction between you and a third party, and M-W and the M-W Parties shall have no liability in connection with any such transaction. You accept and acknowledge that M-W and the M-W Parties will not be responsible for any communication failures, disruptions, errors, exposure to viruses or other harmful code, distortions, or delays you may experience related to the Auction.

7.) Privacy Policy; Contact Information.

Our privacy policy (https://www.merriam-webster.com/privacy-policy) (“Privacy Policy”) describes the ways we collect, use, store, and disclose your personal information, and it is hereby incorporated by this reference into this Agreement. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy. If you have any questions or concerns, you may contact us by visiting: https://www.merriam-webster.com/contact-us.

8.) Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

9.) Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.

10.) Waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision, and your or our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.) Entire Agreement; Interpretation; No Third Party Beneficiaries. This Agreement constitutes the entire agreement between M-W and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic). The language in this Agreement will be interpreted as to its fair meaning, and not strictly for or against any party. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you.

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