NFT Purchase and IP Agreement

Polemix is a digital NFT marketplace where internet opinion leaders and content creators (“Opinion Leaders”) can create, publish, promote, and sell non-fungible tokens and associated art. The thoughts, opinions, and ideas of Opinion Leaders are reflected by a digital artwork (“Linked Artwork”) and linked by URL from non-fungible tokens (“Polemix Proof of Support Token(s)”) minted by a smart contract deployed to a blockchain.

This NFT Purchase & IP License Agreement (“Agreement”) is a legally binding agreement by and between POLEMIX INC, DBA Polemix.io. (“Polemix,” “we” or “us”), a Delaware corporation, and any person who purchases and controls a Polemix Proof of Support Token (“You” or “Owner”) and licenses the Linked Artwork. This Agreement governs the parties’ rights and obligations concerning Polemix Proof of Support Tokens and Linked Artwork.

Linked Artwork shall mean the digital file stored on a server that reflects the idea, opinion, or thought of a person (“Thought Leader”) promoting that idea, opinion, or thought. The Linked Artwork may, in some instances, include the likeness or voice of the Thought Leader. The Linked Artwork is linked to an NFT buyer as set forth herein.

Polemix Proof of Support Tokens shall mean the NFT minted onto a blockchain, with a hyperlink to the Linked Artwork. Polemix Proof of Support Tokens are owned by the wallet address recorded on the blockchain and is transferable subject to the Linked Artwork license terms.

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER: BY ACCEPTING THIS AGREEMENT, YOU AGREE (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND POLEMIX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY. YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

NFT Purchase Agreement.
1. Initial Mint: You may initiate a purchase of Polemix Proof of Support Tokens(s) by selecting “Mint” on the Site. All purchases effectuated through the Site are final and non-refundable, except as outlined in the prior section. Purchases may be made using one or more cryptocurrencies that we may elect to accept from time to time. We retain the right in our discretion to limit the dollar (or equivalent in other currencies) amount and the number of any transactions on the Site. Polemix is under no obligation to accept cryptocurrencies, and we retain the right in our sole discretion to determine what currencies or payment options to accept at any time. You acknowledge and agree that all transactions effectuated through the Site are publicly visible on a public blockchain when made.
2. Royalty Rights & Rewards: Polemix may provide and change, in its sole option, royalty rights programmed into the smart contract(s), or under any terms of sale related to minting a token, a token sale, or a secondary sale of tokens. This might include, at Polemix’s option, comments or other rewards provided now or in the future.
3. Secondary Sales: You may sell your minted NFT and transfer the rights to the linked Linked Artwork to third parties, subject to this Agreement. You may have the limited right to sell or transfer your Polemix Proof of Support Tokens on OpenSea and other NFT marketplaces, subject to all license and other royalty rights included in the smart contract or other terms. We do not monitor or control any marketplace purchases or sales or any other activity beyond that on the Site.
4. You are responsible for all payments, fees, and costs when engaging in any transactions involving Polemix, including, without limitation, the purchase price, transaction fees (e.g., “gas” fees), and all other fees associated with your use of the Services or the services of Third Party Vendors, including but not limited to purchasing, trading and “converting” a Polemix Proof of Support Tokens. You also are solely responsible for payment of all national, federal, state, local, or other taxes of any jurisdiction, of whatever nature, whether now in effect or imposed in the future by any national federal, state, local, international, or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the Services, the services of Third Party Vendors, and your purchase of a Polemix Proof of Support Tokens from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of Polemix Proof of Support Tokens.
Ownership. The Polemix Proof of Support Tokens is distinct from the Linked Artwork, as noted below.
1. You Own Your Polemix Proof of Support Token(s). When you own a digital wallet that holds a Polemix Proof of Support Token, as recorded by the Polemix Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Polemix Proof of Support Token.
Utility. Owners may be offered utility, benefits, rewards or entitlements from time to time as posted on its website, social media, marketing materials, or otherwise included in any Polemix smart contract. This might include access to thought leaders, events, status, rewards, comment rewards, and other benefits (collectively, “Utility”). Still, this Agreement does not confer or guarantee any Utility. Nor does this Agreement provide any assurances about the thought leaders, their views, behavior, brand, statements, changes in viewpoint, or conduct. Polemix makes no assurances of any Utility or continued Utility. The Owner's sole remedy for any changes in Utility is the sale of the Token. Any Utility may also be subject to other agreements and conditions. For clarity and the avoidance of doubt, Polemix will not be responsible for any Utility offered by any third party or any change in utility offered by a third party.
Linked Artwork License.
1. Polemix owns all rights, title, and interest in and to the Linked Artwork, or an appropriate license to necessary rights, title, and interest in the Linked Artwork, including all copyrights, trademarks, and other intellectual property rights therein (“IP”).
2. We License You certain rights in Your Linked Artwork for as long as you own Your Polemix Proof of Support Tokens, as set forth below.
3. Grant. Subject to your acceptance of, and compliance with, this Agreement, upon lawfully acquiring Your Polemix Proof of Support Tokens and, for so long as you own Your Polemix Proof of Support Token as recorded by the Polemix Smart Contract (the “License Term”).
  1. Each Linked Artwork includes a depiction or suggestion of a person (“Thought Leader”) and that Thought Leader’s view, statement, opinion, or thought on a subject or issue (“Digital Opinion”).
  2. Polemix grants You a non-exclusive, revocable, universe-wide license to publicly display Your Linked Artwork. You may also transfer this License by selling or transferring the associated Token via the blockchain and Polemix Smart Contract as otherwise set forth herein. (“Linked Artwork License”).
  3. This Linked Artwork License may be subject to royalty or rewards as written into the smart contract or otherwise provided in the terms or purchase agreements.
  4. You may not sell or transfer Your NFT without payment of all royalties and rewards included in the Polemix smart contract or otherwise provided in any contract or terms. For this reason, we recommend using a platform to market and sell your NFT which recognizes and automatically pays the royalty owned. Polemix may change the royalty obligation in the future with or without notice.
4. Restrictions and Reservations.
  1. The License extends only to Your Linked Artwork—the complete, compiled selection and arrangement of all base layers, features, attributes, and other elements that comprise Your Linked Artwork. The Linked Artwork License does not grant you rights in any individual element of Your Linked Artwork or a license to exploit or create any derivatives of the Linked Artwork.
  2. You may not create any derivatives of the Linked Artwork without the express written permission of Polemix.
  3. The Linked Artwork License does not grant you any rights in or to Polemix’ (or any other, including Thought Leaders) trade names, brands, trade dress, or trademarks (e.g., “Polemix” or “Polemix”), all of which are expressly reserved to Polemix (collectively, “Polemix™ Rights”). You hereby agree that any Polemix™ Rights you claim or create, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Polemix.
  4. The Linked Artwork License does not grant you any rights in or to any publicity rights in the person or persons displayed on the Linked Artwork beyond the right to display the Linked Artwork as a show of status and interest for the Digital Opinion explicitly depicted on the Linked Artwork.
  5. You may not attach or associate any trademark with Your Linked Artwork without Polemix’s written permission.
  6. You agree that you may not, nor permit any third party to do or attempt to do, any of the following without the express prior written consent from Polemix in each case: (i) use the Licensed NFT, Name and Likeness, and/or Art from your Licensed NFTs in connection with any illegal activity ; (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness, and/or Art from Your Licensed NFTs; or (iii) hold yourself out to be Polemix or to be collaborating with Polemix.
  7. By entering into this Linked Artwork License, you agree not to create businesses that compete with the business practices of Polemix in any capacity. This includes, but is not limited to, metaverses, NFT projects based on the Linked Artwork, animations, cartoon series, comic books, toys, figurines, and visual graphics.
  8. You may not use Your Linked Artwork in a manner that violates applicable law.
  9. No Commercial Use: You may not use the Linked Artwork commercially or to generate profit or revenue for yourself or others without express written permission from Polemix.
  10. All Other Rights Reserved: All rights not expressly granted herein are reserved by us.
Enforcement.
1. Copyright Notices. You may include the following copyright notice with Your Linked Artwork: “© Polemix” (the “Polemix Copyright Notice”).
2. Copyright Registrations. You may not seek to register or register a copyright in any Linked Artwork or any derivative thereof.
3. Actions. We reserve the right, but have no obligation, to bring a claim for infringement based upon the unauthorized use of Your Linked Artwork. Polemix has no obligation to support the resolution of, or resolve any, dispute that may arise between Polemix Proof of Support Tokens owners.
Transfers.
1. No Decoupling. Except as expressly provided herein, ownership of a Polemix Proof of Support Tokens and the Linked Artwork License is not separable. You may not engage in any transaction or activity that purports to decouple the Linked Artwork License from Your Polemix Proof of Support Tokens.
2. Termination of License. Upon transferring Your Polemix Proof of Support Tokens to a new Owner, as recorded by the Polemix Smart Contract: (i) your Linked Artwork License hereunder shall immediately and automatically terminate, and (ii) you must discontinue any use or display of the Linked Artwork.
Polemix Proof of Support Token Owner’s Representations and Warranties. Owner represents and warrants that Owner:
1. has the legal capacity to enter into this Agreement;
2. will only use and interact with any Polemix Proof of Support Tokens and Linked Artwork under this Agreement;
3. will comply with all applicable law in the exercise of its rights and obligations under this Agreement and will not violate any right of Polemix, its licensors, or any right of any third party; and
4. is not, and will not, knowingly execute a transaction involving a Polemix Proof of Support Tokens or Linked Artwork with any person who is (i) located in a country that is subject to a U.S.Government embargo 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.
Warranty Disclaimers.
1. EACH POLEMIX PROOF OF SUPPORT TOKEN AND LINKED ARTWORK ARE PROVIDED “AS IS” AND“AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, POLEMIX EXPLICITLY DISCLAIMS 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.
2. EACH POLEMIX PROOF OF SUPPORT TOKEN AND ANY LINKED ARTWORK ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY THE OWNERSHIP RECORD MAINTAINED ON A BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE UTILIZED BLOCKCHAIN, WHICH POLEMIX DOES NOT CONTROL.
3. POLEMIX WILL NOT BE RESPONSIBLE OR LIABLE TO OWNER FOR ANY LOSS IN CONNECTION WITH ANY POLEMIX PROOF OF SUPPORT TOKEN AND LINKED ARTWORK AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO OWNER FOR, ANY USE OF OR INABILITY TO USE ANY POLEMIX PROOF OF SUPPORT TOKEN AND LINKED ARTWORK, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY POLEMIX PROOF OF OPINION TOKEN AND LINKED ARTWORK; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Assumption of Risk. You agree that You assume the following risks:
1. To the extent there is a price or market for a blockchain asset such as an NFT, 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, including Your Polemix Proof of Support Tokens and Linked Artwork. There is no guarantee that Your Polemix Proof of Support Tokens or Linked Artwork will have or retain any value.
2. The commercial or market value of a Licensed NFT or Linked Artwork you purchase/license may materially diminish due to various things, such as negative publicity regarding NFTs or cryptocurrency, or other publicity related to the Proof of Support tokens.
3. There are risks associated with using an Internet-native asset (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” or elsewhere, and Polemix will not be responsible for any of these, however, caused.
4. Polemix is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and Polemix shall have no liability in connection with any such transaction.
5. In addition to assuming all the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
6. Polemix cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current, or error-free, meets Your requirements, or defects in the Licensed NFT, or its supporting systems or technology, will be corrected.
7. You accept and acknowledge that Polemix will not be responsible for any communication failures, disruptions, errors, distortions, or delays You may experience related to the Offering or the Licensed NFTs.
8. No information on Polemix’s website or communication from Polemix or within Polemix’s communities should be considered financial advice.
9. You acknowledge that any business plan or “Roadmap” by Polemix is aspirational and not a guarantee - it represents the company's current plan and is subject to change at any time.
Indemnity. Owner shall defend, indemnify, and hold Polemix, 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 or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrences, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Polemix Proof of Support Tokens or Linked Artwork, whether or not such person personally purchased a Polemix Proof of Support Tokens)against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Agreement; (c) your exercise or attempted exercise of the License; or(d) your actual or alleged violation of applicable law. Counsel to be used in defense of such claims must be approved by Polemix in writing before the retention of such counsel, and upon our request, you will allow us to participate in defense of any such claims. Without our prior written consent, you will not enter into any settlement or compromise of any claim or litigation that includes an admission of liability.
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 POLEMIX PROOF OF SUPPORT TOKEN OR LINKED ARTWORK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POLEMIX 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. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.
2. BY PURCHASING OR OWNING POLEMIX PROOF OF SUPPORT TOKEN OR LICENSING LINKED ARTWORK, THE OWNER ACKNOWLEDGES THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POLEMIX AND THE OWNER.
Breach by Owner.
1. If Polemix believes that you have breached this Agreement:
  1. Polemix may, in its sole discretion, remove the Linked Artwork or replace the Linked Artwork with a new image noting your breach of these Terms.
  2. Take whatever other action available to preclude your use, transfer, or display of the Linked Artwork or Token
  3. If Polemix exercises its rights under this paragraph, any rights, rewards, benefits, and utilities associated with Your Tokens will immediately terminate.
2. If You believe that Polemix wrongly removed or replaced your Linked Artwork, you may request Dispute Resolution as outlined in Paragraph 13.
Dispute Resolution.
1. Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Polemix Proof of Support Tokens or Linked Artwork (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the License or this Agreement.
2. Exceptions. As a limited exception to Section 13(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.
3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules(the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form of Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to this Agreement's interpretation, applicability, enforceability, and scope.
4. Pre-Dispute Notice and Mediation: You agree to provide notice to Polemix by emailing [email protected] a “Notice of Intent to File a Claim” at least 30 days before filing any claim. Polemix may, at its option, require pre-filing mediation by zoom, with a neutral mediator selected by Polemix. Polemix shall pay any mediation costs incurred under this paragraph.
5. Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and Polemix won’t seek to recover the administration and arbitrator fees for which Polemix is responsible unless the arbitrator finds your Dispute is frivolous. If Polemix prevails in the arbitration, Polemix will pay all of its attorneys' fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to attorney fees and expenses awarded only to the extent attorney fees are expressly provided under applicable law.
6. Injunctive and Declaratory Relief. Except as provided in Section 1*(d) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Polemix prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall stay pending the outcome of the merits of any individual claims in arbitration.
7. POLEMIX AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
8. Class Action Waiver. YOU AND POLEMOX AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
9. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with a party’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
10. Severability. Except for any provisions involving the ClassAction Waiver, if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts will still apply.
Amendments. Polemix reserves the right to clarify or amend this Agreement by publicly publishing a new version of them, including, but not limited to, on hfps://Polemix.app, or any successor website.