ADIDAS INTO THE METAVERSE
TERMS AND CONDITIONS
ADIDAS TERMS & CONDITIONS
These adidas Into the Metaverse Terms and Conditions consist of the following sections: 1. Terms and Conditions for NFT; 2. Terms and Conditions for Capsule Collection; and 3. Platform Terms and Conditions (collectively “Terms & Conditions”).
1. DEFINITIONS. The following terms have the corresponding meanings: “Art” means any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content owned by or licensed to adidas and linked to an NFT that you Own. “NFT” means any blockchain-tracked, non-fungible token. “Own” means, with respect to an NFT, an 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. “Purchased NFT” means an NFT that you Own. “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 adidas AG (“adidas”) (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms and Conditions (these “Terms”) below. adidas and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these Terms including, without, limit the right to reproduce, create derivative Art, distribute and display the Art.
3. TERMS. Subject to your rightful and lawful purchase or acquisition of the NFT and, with respect to a Purchased NFT, your continued compliance with these Terms, adidas grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. The license to display the Art for the Purchased NFT is automatically and always transferred with the NFT as provided below in Section 5. Otherwise the license to display the Art for the Purchased NFT is non-transferable.
4. RESTRICTIONS. You agree that you may not, nor permit any third party to do or attempt to do any of the following without adidas’s express prior written consent in each case: (i) modify, distort or perform any other change to the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFTs as a brand or trademark or to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased 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) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (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 Art for your Purchased NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; (vii) use the Art for your Purchased NFTs in connection with defamatory or dishonest statements about adidas and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of adidas or represent or imply that your exercise of the license in Section 3 is endorsed by adidas and/or its affiliated companies; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, adidas may need to pass through additional restrictions on your ability to use the Art; and (y) to the extent that adidas informs you of such additional restrictions in writing (email is permissible), 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 will survive the expiration or termination of the license granted in Section 3. The NFT, and any product or service related to the NFT, is not available to certain individuals, countries, or territories deemed sanctioned by governing bodies. Please refer to the sanction websites for the United States , countries of the European Union , and Switzerland for up-to-date lists at the time of this reading. adidas accepts no liability for losses to any party based in any of the foregoing countries or territories arising out of, or in connection with, any order for any of the products or services, including NFTs, detailed on this website/application.
5. LIMITATIONS AND NO RIGHT TO TRADEMARKS. Without limitation to Section 4 above, the license in Section 3 does not include: (i) the right to use the Art to create additional NFTs; (ii) the right to create derivative works of the Art; (iii) the right to, and you may not, use any adidas trademarks in connection with the exercise of your license in Section 3. No adidas trademarks 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 adidas trademarks. The limitations in Section 5 will survive the expiration or termination of the license granted in Section 3.
6. TRANSFERS. You have the limited right to transfer the Purchased NFT, provided that (a) any such transfer shall be in accordance with applicable laws and regulations, including but not limited to restrictions under trade regulations; (b) the transferee accepts all the Terms and the transferee shall, by purchasing, accepting, accessing or otherwise using the Art, be deemed to accept all the Terms; (c) you provide notice to the transferee of the Terms including a link or other method by which the Terms can be accessed by the transferee; (d) you have not breached the Terms before the transfer; and (e) your license to the Purchased NFT has not been terminated before the transfer.
7. TERMINATION AND CONSEQUENCES. The license granted in Section 3 above applies only to the extent that you rightfully and lawfully purchased or acquired the NFT and, with respect to a Purchased NFT, you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 to you will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. The license granted in Section 3 will also automatically terminate, with all rights returning to adidas if: (a) you breach any of the Terms which shall include, without limit, transferring, selling, donating or otherwise disposing of the Purchased NFT in a way not allowed specifically under the Terms; (b) you engage in any unlawful business practice related to the Purchased NFT or (c) if other circumstances occur which would make it unreasonable for the party to remain bound to the agreement until the next regular effective date of termination. In case you did not rightfully and lawfully purchase or acquire the NFT or upon any termination of the license granted in Section 3, adidas may disable your access to the Art and/or deny access to any further benefits, services or goods associated with the NFT and you shall delete, remove or otherwise destroy any backup or single digital copy of the Art.
8. DISCLAIMER OF WARRANTIES. You accept the Purchased NFT(s) “as is”, with no representation or warranty of any kind, express or implied, in excess of any statutory warranty rights that you may have under applicable law.
9. LIMITATION OF LIABILITY. Our obligation to pay damages shall be limited as follows: for damages caused by a breach of a material contractual obligation, we shall only be liable up to the amount of the typically foreseeable damages at the time of entering into these Terms. We shall not be liable for damages caused by a breach of a non-material contractual obligation. A material contractual obligation is any obligation on the performance of which you can routinely rely, and which in particular facilitates the due implementation of the contract that we have entered into. The limitation of liability as set out above shall not apply to (a) damages caused by us intentionally or by gross negligence, (b) culpably caused personal injuries, (c) any liability under the German Product Liability Act, and/or (d) in case of any (other) mandatory liability. Furthermore, the limitation of liability above shall not apply if and to the extent we have assumed a guarantee. You shall take all reasonable measures necessary to avert and reduce damages.
10. ASSUMPTION OF RISK. You agree as follows: (i) To the extent a 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 Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value; (ii) there are risks associated with using an Internet-native 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 adidas will not be responsible for any of these, however caused; (iii) adidas does not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art 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 Purchased NFTs; (v) NFTs are made available solely for entertainment purposes; (vi) adidas is not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called “secondary market”) or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and adidas shall have no liability in connection with any such transaction or its consequences.
11. GOVERNING LAW. These Terms will be governed solely by German law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. If you are a merchant, a legal entity under public law, a special fund under public law, or if you have no general place of jurisdiction in Germany, the District Court Nürnberg-Fürth shall have exclusive jurisdiction for any disputes arising from or in connection with these Terms.
TERMS AND CONDITIONS FOR CAPSULE COLLECTION
2. REVEAL OF CAPSULE CONTENT. To obtain the Capsule NFT digital content, select the ‘Reveal Now’ button on the within the activation period. You will be prompted to provide the address of your digital blockchain wallet (“wallet”), which holds your Capsule NFT(s). After you have selected the specific Capsule NFT whose content you want to reveal, the Art associated with your Capsule NFT (“Capsule Art”) will be updated. At the end of the activation period, the option to acquire the updated Capsule Art expires, and you will no longer be entitled to claim the Capsule Art. The option to reveal the Capsule Art is non-transferable and cannot be redeemed for cash. Only one Capsule Art can be revealed per Capsule NFT.
3. CAPSULE ART. Regarding the Capsule Art, Section 2 (Ownership), Section 3 (Terms), Section 4 (Restrictions) and Section 5 (Limitations and no right to trademarks) of the Terms and Conditions for NFT apply.
TERMS AND CONDITIONS FOR PFP STYLING TOOL
1. DRESSING ROOM. To take part in the dressing room activation, you need to provide the address of your wallet, which must hold your Capsule NFT and an eligible Third Party IP collection art profile picture (“PFP NFT”). The eligibility of PFP NFTs may be updated from time to time, as communicated. For each PFP NFT in your wallet, you may receive a digital profile picture (“PFP Art”) as a downloadable image file by selecting the ‘Generate’ button within the activation period.
2. PFP NFT. You warrant that, under the terms and conditions applicable to your PFP NFT (“Third Party PFP Terms”) you have the rights to provide to adidas the digital image associated with your PFP NFT (“Third Party PFP IP”) to be modified, distorted, or changed (including, without limitation, the shapes, designs, drawings, attributes, or color schemes), and used in any way necessary for adidas to create the PFP Art in combination with the Capsule Art. It is your responsibility to verify that the Third Party PFP Terms cover your use of the Third Party PFP IP as part of this dressing room activation. In case of any claims by the Third Party PFP IP owner against your use of the Third Party PFP IP, you promise to immediately and completely stop the usage of the PFP Art, especially by deleting any digital version(s) on any social media platform(s).
3. PFP ART. Subject to your rightful and lawful purchase or acquisition of the Capsule NFT and, with respect to a Purchased NFT, your continued compliance with all Terms & Conditions, adidas grants you a worldwide, non-exclusive, non-transferable, revocable, royalty-free license, with no right to sub-license, to display the Capsule Art, in its modified version as part of the PFP Art, solely for your own personal, non-commercial use as a profile picture on social media platforms. Regarding the PFP Art, Section 2 (Ownership), Section 3 (Terms) Section 4 (Restrictions) and Section 5 (Limitation and no right to trademarks) of the Terms and Conditions for NFT apply.
PLATFORM TERMS AND CONDITIONS
Platform and Content
All of the content featured or displayed on this website and its subpages (the “Platform”), including but not limited to text, graphics, photographs, images, moving images, sound, and illustrations protected by intellectual property law other than User-Provided Content (together "Content"), is owned by adidas, its licensors, vendors, agents, and/or its Content providers. You must not use the Platform or any Content other than for its intended purpose. Except where we tell you otherwise in the Platform, you may view and play documents, audio, and video found on the Platform for personal, informational, and non-commercial purposes only. You must not modify any of the materials and you must not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or work contained on the Platform. Except as authorized under applicable copyright law, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Platform. The use of any such material on any other mobile application, website, or online service is prohibited and you are responsible for complying with all laws which apply to you and your use of the Platform. The Platform, its Content, and all related rights shall remain the exclusive property of adidas or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark, or other proprietary notices from material found on the Platform.
Access to the Platform
Neither adidas, nor any of its respective affiliates guarantee that the functions contained in the Platform will be uninterrupted or error-free or that defects will be corrected. We may suspend, withdraw, discontinue or change all or any part of the Platform without notice.
All trademarks, service marks, and trade names of adidas used as part of or in connection with the Platform (collectively "Marks") are trademarks or registered trademarks of the adidas Group, or its affiliates, partners, vendors, or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify adidas Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Platform, without adidas’ prior written consent. The use of adidas Marks on any other mobile application, website, or online service is not allowed. adidas prohibits the use of adidas Marks as a "hot" link on or to any other mobile application, website, or online service unless establishment of such a link is approved in advance.
Third Party Websites
For your convenience, the Platform may contain links to or at times redirect you to websites and/or online services owned or controlled by third parties. Also, at your request, the Platform may connect to social networking websites that are not owned or controlled by us. These websites and online services are not under our control, and you accept that we are not responsible or liable for the accuracy; collection, use, or disclosure of information; copyright compliance; legality; decency; or any other aspect of such websites and online services including their operation, or the content displayed on or through them. The inclusion of such a link on the Platform does not imply our endorsement of any such website or online service, the content displayed on or through it, or any association with its operators, and you agree not to hold us responsible for any harm that may arise based on your access to or use of any linked website or online service.