Lil Mench NFT Terms and Conditions

These Terms and Conditions (this “Agreement”) are a legally binding agreement by and between Metaversal Studios, LLC together with Menches Bros., (“Creator”), and any owner of any Lil Mench NFT (defined below) (“you” or “Purchaser”). Each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Lil Mench NFT. By purchasing or otherwise owning a Lil Mench NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement.

1. Definitions.
   1. “NFT” means any blockchain-tracked non-fungible token, issued and tradable on a blockchain.
   2. “Lil Mench NFT” means one of a group of burgers, in the form of an unique digital image file, to be sold as NFTs on the Ethereum blockchain.
   3. “Owner” means the current owner of the NFT, having rightfully acquired it from a legitimate source with proof of such acquisition recorded on the relevant blockchain. In case of transfer of ownership, the recipient (buyer, often) becomes the sole Owner of the purchased NFT. Only one Owner may exist at a time.
2. Ownership of a Lil Mench NFT A Owner acquires full ownership of the NFT, which they may sell, transfer, or otherwise dispose of. The Lil Mench NFT is licensed to the Owner for limited use as described herein. Purchasers of a Lil Mench NFT will take ownership of the NFT, and receive the license rights described herein for the relevant NFT. Owners may sell or otherwise transfer ownership of their Lil Mench NFTs, and those license rights transfer with the title to the NFT. This Agreement shall apply to any Owner.
3. License.
   1. Commercial Use License to the Lil Mench NFT Subject to the Owner’s compliance with this Agreement and continued ownership of the relevant Lil Mench NFT grants the Owner a worldwide, royalty-free, revocable, limited exclusive license to use, copy, display, distribute, create derivative works (as described in Section 3(a)(i)), and sublicense use of the Lil Mench NFT tied to the Owner’s NFT for Commercial Purposes. Commercial Purposes includes all lawful commercial purposes known now or created in the future, including merchandising, advertising, inclusion in all media (including digital, physical, and mixed-media), and display in interactive digital environments.
      1. Derivative Works. Owners may create derivative works of the Lil Mench NFT tied to their NFT, including reformatting the Lil Mench for a particular format or medium, creating stories about the subject of the NFT, and creating minor visual variations in the appearance of the NFT. This right does not include the right to create Lil Mench NFTs substantially or confusingly similar to other Lil Mench NFTs or other Lil Mench NFTs available.
      2. Sublicensing. Owners may sublicense to one or more third parties (“Sublicensees”) only those rights granted in Section 3(a). The sublicense agreement must provide that any Sublicensee will abide by the terms of this Agreement, and that the sublicense agreement terminates with the termination of this Agreement. The Owner is responsible and liable for all purposes under this Agreement for any breach of the Agreement by any Sublicensee.
      3. Limitations. The License described in Section 3(a) does not include the right to create NFTs or other Blockchain-based digital items using other Lil Mench NFTs.
      4. Enforcement. Owners have the non-exclusive right to bring actions to enforce rights granted to them under Section 3(a) of this Agreement. Companies may but need not bring such an action, or support an action brought by an Owner, at its own discretion.
      5. Protection. Owners may procure intellectual property protection in the works they create while exercising their rights under Section 3(a) of this Agreement, provided Companies retains ownership underlying NFTs and that any protections secured by Owner transfer along with a legitimate transfer of ownership of the Lil Mench without express agreement between current and future Owner to the contrary.
   2. Non-Commercial Use License to the NFT. Subject to the Owner’s compliance with this Agreement and continued ownership of the relevant Lil Mench NFT, Creator grants the Owner a worldwide, royalty-free, revocable, limited non-exclusive license to use, copy, and display the NFT tied to the Lil Mench NFT for solely personal, non-commercial use including private physical or virtual display (including on websites or applications which permit the inclusion or participation of a Lil Mench NFT and which cryptographically verify the Owner’s legitimacy), use as an avatar on social media, and the creation of a reasonable number of physical or digital copies. Any such copies must be destroyed or transferred to the new Owner once ownership of the NFT is transferred.
   3. Transfer. The licenses in this Section are non-transferrable except in case of a legitimate transfer of ownership of the Lil Mench NFT, in which case these licenses transfer automatically.
4. Rights Retained by Creator.
   1. General. All rights in and to the NFT not expressly provided for in this Agreement are reserved by Creator. The associated NFT is licensed, not sold. The only rights the Owner may exercise in regard to the NFT, whose ownership Creator retains, are those rights licensed to the NFT Owner under this Agreement. Owners have no other express or implied license rights to the Lil Mench NFT, and have no license rights to the owned by Creator described in Section 4(b).
   2. Promotion. Creator retain the right, at its discretion, to promote any public use of the Lil Mench NFT by the Owner unless the Owner informs Creator otherwise.
   3. Enforcement. Creator retain the right to enforce its IP rights in the Lil Mench NFT, including through litigation, at its discretion as described in Section 3(a)(iv).
5. Transfers.
   1. Permitted and Prohibited Transfers. A Purchaser may freely sell or otherwise transfer its Lil Mench NFT consistent with the Purchaser’s rights in such Lil Mench NFT as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo or sanction, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer a Lil Mench NFT to a Prohibited Transferee.
   2. Transferee’s Obligations. You hereby agree that all subsequent transactions involving your Lil Mench NFT are subject to the following terms: (a) the Lil Mench NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Lil Mench NFT or Lil Mench, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof; (b) the Lil Mench NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessed by the Transferee.
   3. Resale Royalty. Purchaser further acknowledges and agrees that all subsequent transactions involving your Lil Mench NFT will be effected on the blockchain network governing the Lil Mench NFT, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet; (c) the Transferor shall pay or cause to be paid to Creator to be a portion of the total purchase price for the Lil Mench NFT in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee. You acknowledge and agree that the Royalty Payment; and (d) each such subsequent transaction shall be effected on the applicable blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the Lil Mench NFT.
   4. Relationship with Third Parties. Lil Mench NFTs may be available for purchase or transfer (i) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “NFT Marketplace”), which we do not operate, or (ii) directly from third-party owners of Lil Mench NFTs (such transactions, “Direct Sales”). The access and use of any NFT Marketplace is subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. In addition, although we do not guarantee that they will, third parties may grant Lil Mench NFTs owners various rights and benefits. If a third party does so, such rights and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party NFT Marketplace, any Direct Sales, or any third-party rights or benefits. You covenant not to sue Creator based on activities that may occur on such NFT Marketplaces, any Direct Sales (except Direct Sales for which Creator is the seller or purchase), due to third-party rights or benefits.
6. Termination of License to the NFT. Purchaser’s licenses to the NFT shall automatically terminate and all rights shall revert to Creator if at any time: (a) Purchaser breaches any portion of this Agreement, including any failure to pay any Royalty Payment, (b) Purchaser engages in any unlawful activity related to the Lil Mench NFT (including transferring the Lil Mench NFT to a Prohibited Transferee), or (c) if Creator has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to a Lil Mench NFT that is not recorded on, effected by, or otherwise conducted using the applicable blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid. Upon any termination, discontinuation or cancellation of Purchaser’s licenses to the NFT, Creator may disable Purchaser’s access to the Lil Mench NFT and Purchaser shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Lil Mench NFT. Upon any termination, discontinuation, or cancellation of the license in this Agreement, Sections 2 and 4-15 will survive.
7. Purchaser’s Representations and Warranties. Purchaser represents and warrants that Purchaser (a) is the age of majority in Purchaser’s place of residence and/or has the legal capacity to enter into this Agreement; (b) that Purchaser will use and interact with the Lil Mench NFT only for lawful purposes and in accordance with this Agreement; and (c) will not use the Lil Mench NFT to violate any law, regulation or ordinance or any right of Creator its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further represents and warrants that Purchaser will comply with all applicable law in the exercise of its rights and obligations under this Agreement.
8. DISCLAIMERS. EACH Lil Mench NFT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING CREATOR EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CREATOR MAKES NO WARRANTY THAT ANY LIL MENCH NFT WILL MEET PURCHASER’S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE UNINTERRUPTED, SECURELY, OR WITHOUT ERROR. CREATOR MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY Lil Mench NFT.
   
   CREATOR WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS IN CONNECTION WITH ANY LIL MENCH NFT AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF OR INABILITY TO USE ANY LIL MENCH NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR ERRONEOUS WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY LIL MENCH NFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, OR OTHER MEANS OF ATTACK.
   
   YOU UNDERSTAND AND ACCEPT THAT NFTS ARE UNIQUE DIGITAL ASSETS REPRESENTED BY SMART CONTRACTS ON THE BLOCKCHAIN WHICH CREATES A DECENTRALIZED LEDGER OF ALL TRANSACTIONS OCCURRING THEREON. YOU FURTHER ACKNOWLEDGE THAT (I) AS SUCH, THE NFTS WILL BE OUTSIDE THE CONTROL OF ANY ONE PARTY, INCLUDING CREATOR, AND (II) CREATOR SIMILARLY DOES NOT OWN OR CONTROL THE BLOCKCHAIN NETWORK, THE NFT MARKETPLACE, OR VARIOUS OTHER SERVICES, PIECES OF EQUIPMENT, OR TECHNOLOGY THAT MAY BE IMPLICATED BY THE SALE OF NFTS OR EXCHANGE OF CRYPTOCURRENCY. THUS ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK, WHICH CREATOR DOES NOT CONTROL. CREATOR DOES NOT GUARANTEE THAT CREATOR CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LIL MENCH NFT. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE DIGITAL ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, CREATOR MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE DIFITAL ASSETS.
   
   THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IF YOU RESIDE IN A JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS.
9. Assumption of NFT Risks. Purchaser acknowledges the uncertainties with the development and sale of NFTs and the technologies through which they are created, assumes all risks associated therewith, including: (i) the risks described in the disclaimers in Section 8 above, (ii) the risks relating to the characterization of NFTs and other digital assets under applicable law, (iii) the risks of adverse impacts from changes to the blockchain protocol, mining attacks, timing errors, hacking, digital wallet security, lost or forgotten passwords, passkeys, private keys, or other credentials needed to access the Lil Mench NFT, (iv) the risk of cryptocurrency price and fiat exchange volatility, irreversible transactions, uninsured losses, and (v) other unanticipated risks, and further acknowledges that it has obtained sufficient information to make an informed decision with respect to the foregoing risks and uncertainties in entering into this Agreement.
10. Indemnity. Purchaser shall defend, indemnify, and hold Creator, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding or other similar occurrence, process or activity, that is initiated, made, brought or financed by a third party (including any person who accesses or transacts using any Lil Mench NFT whether or not such person personally purchased a Lil Mench NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Marketplace or any third-party services or products, (b) your infringement of the intellectual property rights of Creator or any third-party; (c) your breach or alleged breach of this Agreement, (d) your exercise of the licenses in Section 3, or (e) your actual or alleged violation of applicable law.
11. Limitation of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY LIL MENCJ NFT OR ACCESS THE LIL MENCH NFT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CREATOR OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE LIL MENCH NFTS OR ACCESS THE NFT ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
    3. BY PURCHASING OR OWNING A LIL MENCH NFT, PURCHASER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CREATOR AND PURCHASER.
12. Governing Law and Choice of Forum. This Agreement and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and Creator each waive any objection to jurisdiction and venue in such courts.
13. Class Action Waiver. YOU AND CREATOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14. Severability. If a court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
15. Miscellaneous. This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any permitted Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. This Agreement may be amended by Creator in its absolute and sole discretion; provided, that Creator shall give notice of any material amendments to this Agreement to the holders of the Lil Mench NFTs through reasonable and public means (i.e., public post on a social media network, e.g., Twitter or Discord Channel). Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Purchaser may give notice to Creator by contacting Creator at lilmench@metaversal.gg Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures and other forms of acceptance will be given the same effect and weight as original signatures.