New Paragraph
New Paragraph
v.2 September 2, 2023
The NFT LICENSE AGREEMENT (“Agreement”) is a legal agreement between INTERCAP REGISTRY INC. (“We” or “Us” or “Our”) and You and is intended to govern Your purchase and use of the .box non-fungible token (the “NFT”). As used in this Agreement, "You" and its variants, including "Your," refers to: (a) the person who is the initial purchaser or issuant of the NFT; and (b) any persons to whom ownership of the NFT is transferred by the initial purchaser or issuant or any subsequent owner, whether by sale, donation, inheritance, or other operation of law. By purchasing or otherwise accepting ownership of the NFT, You agree to the terms and conditions of this Agreement and any other terms and conditions referenced in it, including the Nic.box Privacy Policy and any .box domain name Registration Agreement between you and an authorized .box domain name registrar or reseller. IF YOU DO NOT ACCEPT THOSE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT OWNERSHIP OF, OR OTHERWISE USE OR INTERACT WITH, THE NFT, AND ARE HEREBY PROHIBITED FROM DOING SO.
a. NFT Ownership. When You purchase or otherwise accept ownership of the NFT, You acquire all right, title, and interest in and to the NFT, including, the right to sell, transfer, assign, donate, or otherwise dispose of ownership of the NFT, subject to the terms and conditions of this Agreement
b. Reserved Rights. You do not gain any right, title, or interest in or to any .box domain name corresponding to Your NFT except in accordance with Your .box Registration Agreement. A .box domain name Registration Agreement is required in order to register the .box domain name corresponding to the NFT. The NFT is used to access the .box App and the .box App must be exclusively used to change settings of the associated .box domain name, except for the nameserver which cannot be changed except by Us. Being the registrant of a .box domain name does not entitle the name holder to the corresponding .box NFT, however whomever owns the NFT will have exclusive access to the corresponding .box domain name settings.
c. Purchase and Fees. When You purchase a .box domain name registration through an authorized .box registrar or reseller, you will be issued an NFT corresponding to that .box domain name which will grant you exclusive access to control the domain name (subject to payment of all applicable fees including renewal fees in respect of both the domain name and the NFT) except for the nameservers which are static and set by Us. Alternatively, if you purchase an NFT directly from us, you will be issued the corresponding .box domain name from an authorized .box domain name registrar or reseller. By purchasing or otherwise accepting ownership of the NFT, You agree to pay all applicable fees, including renewal fees. IF YOU FAIL TO RENEW YOUR .BOX DOMAIN NAME IN ACCORDANCE WITH YOUR DOMAIN NAME REGISTRATION AGREEMENT, YOUR CORRESPONDING NFT LICENSE WILL BE IMMEDIATELY TERMINATED. ANY GRACE PERIOD IN RESPECT OF RENEWING A .BOX DOMAIN NAME SHALL NOT APPLY OR EXTEND TO THE RENEWAL OF THE CORRESPONDING NFT.
d. You may sell or transfer the NFT however in each case the registrant of the associated .box domain name will remain as recorded prior to such sale or transfer unless the new owner of the NFT uses the NFT to access the My.box App to effect changes to the domain name registrant details and accepts the terms of the Registration Agreement with the authorized registrar or reseller.
e. You are responsible for any and all sales, use, value-added, GST, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental, regulatory, or administrative authority governing Your use of or interaction with the NFT, including any taxes that may become payable as a result of Your sale, transfer, assignment, donation, or other disposal of ownership of the NFT.
a. Restrictions on License Rights.
You hereby understand and agree that your use of a .box domain name associated with the NFT is subject to the .box Registration Agreement and all rules, regulations, and policies referenced therein, including but not limited to all fee payment requirements.
a. Your Termination Rights. Subject to Sections (b) (Effect of Transfer) and (d) (Effect of Termination), You may sell, assign, donate, or otherwise transfer ownership of the NFT at any time. Except as otherwise expressly stated in this Agreement, this Agreement will cease to apply to any given person, following that person's sale, assignment, donation, or other transfer of ownership of the NFT. The transferor will, however, continue to be bound by the surviving provisions as stated in Section (d) (Effect of Termination) below.
b. Effect of Transfer. Prior to selling, transferring, assigning, donating, or otherwise disposing of Your ownership of the NFT, You must provide, or cause to be provided, to any third-party intending to accept ownership rights in the NFT, adequate notice of this Agreement, including a description of the material terms and a link to or copy of this Agreement. Doing so is a condition of any transfer of the NFT. If you do not comply with this condition, Your transfer will be null and void and grounds for immediate termination of this Agreement by Us. By accepting ownership of the NFT, the transferee shall be deemed to have accepted all of the terms and conditions of this Agreement and from that point on shall be considered "You" under this Agreement. You also hereby acknowledge and agree that all subsequent sales, assignments, donations, or other transfers of ownership of the NFT shall be cryptographically recorded on the blockchain supporting the NFT and that all payments for the NFT shall originate from the intended third-party transferee's crypto wallet.
c. Our Termination Rights. We may also terminate this Agreement immediately if: (a) You breach of any of the terms and conditions of this Agreement, including any of the restrictions in Section (b) (Restrictions on License Rights); or (b) You unlawfully or illegally use the NFT; or (c) if you breach the .box domain name Registration Agreement; or (d) if Your .box domain name is required to be transferred, cancelled, or disabled in accordance with ICANN Policy and/or the .box domain name Registration Agreement; or (e) if You fail to pay any applicable annual renewal fees as required, in respect of the NFT.
d.
Effect of Termination. On termination of this Agreement, for any reason, all of the rights and licenses that We have granted to You under this Agreement shall immediately terminate without any requirement of further notice. Sections 1. (Ownership; Purchase Terms), (b) (Restrictions on License Rights), 3(d) (Effect of Termination), 5. (Assumption of Risk), 6. (Disclaimers), 7. (Indemnification), 8. (Limitation of Liability), 9. (Dispute Resolution), and 11. (Miscellaneous) shall survive the termination of this Agreement for any reason, along with all related definitions and any other provisions that, by their nature, are intended to survive termination.
a. Our Rights and Obligations. You acknowledge and agree that We are not responsible for any blockchain or distributed ledger on which the NFT is recorded, or for repairing, supporting, replacing, or maintaining same. You further understand and agree that We have no obligation to maintain any link or other connection between the NFT and the .box domain name.
b. Crypto Assets. We do not store, send, or receive crypto assets, including tokens available on any blockchain. Any transfer of crypto assets occurs within the supporting blockchain, which We do not control. Due to rapidly changing pricing and fluctuating demand, increased regulation, and other variables, public blockchains and associated distributed ledgers can experience significant periods of network congestion, inconsistent, or slowed processing speeds, and unpredictable failures. As a result, transactions, including Your use, sale, assignment, donation, or other transfer of ownership of the NFT, may be: (a) irreversible, and losses due to fraudulent or accidental transactions may occur; and (b) recorded on a public blockchain's distributed ledger at a time later than when You or We initiated the transaction involving the NFT.
c. Internet Based Transfers. Certain risks associated with using an Internet based digital asset are inherent, including risks arising out of or relating to hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your crypto wallet or other method of holding and transferring crypto assets. You agree not to hold Us, or affiliates, including authorized .box registrars or resellers. or any of our or their respective service providers, agents, directors, officers, contractors, shareholders, liable or responsible for any communication failures, disruptions, errors, distortions, inaccuracies, or delays that You may experience when conducting or otherwise engaging in any transactions involving the NFT or .box domain name, regardless of how such transaction was initiated or completed.
d. Regulations. Digital assets, including blockchain-based assets such as the NFT, are or may be subject to developing statutes, regulations, ICANN policies, rules, orders, treaties, and other laws (collectively, Laws) worldwide. Such Laws, and any updates or changes to them, may affect this Agreement or its terms and conditions. If any Laws cause this Agreement, any provision of it, or any terms and conditions incorporated in it by reference, to become illegal or unenforceable, We shall not be deemed in breach of this Agreement, and, at Our option, We may terminate this Agreement including any rights to use the NFT to access the My.box App to control the corresponding .box domain name’s settings.
e.
Securities. The NFT is not intended to be a "security" under any Laws, including the Securities Act of 1933, Securities Exchange Act of 1934, or the Investment Company Act of 1940, each as amended.
a. THE NFT AND ACCESS TO THE .BOX APP AS WELL AS THE .BOX APP ITSELF, ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY EXPRESSLY DISCLAIM ANY ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER ARISING OUT OF TRADE USAGE, COURSE OF DEALING, STATUTE OR COMMON LAW, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE ABOVE, WE MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE .BOX APP OR ANY INFORMATION OR CONTENT DISPLAYED IN CONNECTION WITH THE NFT, OR ACCESS TO CONTROL THE ASSOCIATED .BOX DOMAIN NAME WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
b. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CLAIMS OR LOSSES THAT ARISE OUT OF OR ARE RELATED TO ANY FAILURE OR ABNORMAL BEHAVIOR OF ANY SOFTWARE OR SYSTEMS THAT SUPPORT OR ARE OTHERWISE ASSOCIATED WITH THE NFT OR ASSOCIATED .BOX DOMAIN NAME, INCLUDING ANY MEDIA SERVERS, NAMESERVERS, CRYPTO WALLETS, SMART CONTRACTS, BLOCKCHAINS, NODE COMMUNICATIONS, THIRD-PARTY MARKETPLACES, OR OTHER DISTRIBUTED LEDGER TECHNOLOGIES. FURTHER, WE ACCEPT NO RESPONSIBILITY OR LIABILITY FOR ANY CLAIMS OR LOSSES THAT ARISE OUT OF OR ARE OTHERWISE RELATED TO: (I) ERRORS SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOGRAPHIC FILES, INCLUDING THOSE RELATING TO YOUR CRYPTO WALLET; (IV) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE, INCLUDING ANY FEATURES, DEVELOPMENT ERRORS, OR OTHER ISSUES OF ANY MEDIA SERVER, BLOCKCHAIN OR CRYPTO WALLET; (V) ANY OTHER UNAUTHORIZED THIRD-PARTY ACTIVITIES; OR (VI) THE USE OF ANY SOFTWARE, HARDWARE OR OTHER MEANS, INCLUDING ANY VIRUS, WORM, MALWARE, MALICIOUS OR OTHER HARMFUL COMPUTER CODE, THE PURPOSE OR EFFECT OF WHICH IS TO DESTROY, DISRUPT, DISABLE, DISTORT, OR OTHERWISE HARM OR IMPEDE IN ANY MANNER THE SECURITY OR INTEGRITY OF THE SOFTWARE AND SYSTEMS THAT SUPPORT OR ARE OTHERWISE ASSOCIATED WITH THE NFT OR ASSOCIATED .BOX DOMAIN NAME INCLUDING ANY MEDIA SERVERS, NAMESERVERS, CRYPTO WALLETS, SMART CONTRACTS, BLOCKCHAINS, NODE COMMUNICATIONS, THIRD-PARTY MARKETPLACES, OR OTHER DISTRIBUTED LEDGER TECHNOLOGIES.
c. THE NFT IS A DIGITAL ASSET. IT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK AND ITS ASSOCIATED DISTRIBUTED LEDGER. ANY TRANSFER OF TITLE TO ANY DIGITAL ASSET, SUCH AS THE NFT, OCCURS ON A PUBLIC BLOCKCHAIN'S DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN'S NETWORK, WHICH WE DO NOT OWN OR CONTROL. ACCORDINGLY, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES THAT WE OR ANY THIRD PARTY CAN EFFECT TRANSFER OF ANY RIGHT, TITLE, OR INTEREST IN OR TO THE NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THIRD-PARTIES, INCLUDING THE NFT. NOTWITHSTANDING ANY INDICATORS AND MESSAGES THAT MAY SUGGEST THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE NFT, WE MAKE NO CLAIMS CONCERNING, NOR ANY REPRESENTATION, WARRANTY, OR GUARANTEE PERTAINING TO, THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS AVAILABLE ON OR THROUGH ANY THIRD-PARTY MARKETPLACES, INCLUDING WITH RESPECT TO THE NFT OR ANY TRANSACTION THAT WE OR YOU MAY CONDUCT OR OTHERWISE ENGAGE IN ON OR THROUGH SUCH THIRD-PARTY MARKETPLACES.
d. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES INCONSUMER CONTRACTS. AS A RESULT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
a. Indemnities. Without limiting any other provision of this Agreement, You shall indemnify, defend, and hold harmless Us, our parents, subsidiaries and affiliates, and Our and their respective officers, directors, managers, members, employees, shareholders, agents, representatives, successors, and assigns (with Us, each a Combined Party, and collectively, the Combined Parties) from and against any and all actual or alleged demands, allegations, claims, suits, actions, or other proceedings (collectively, Claims) and any related orders, awards, fines, penalties, settlements, costs, expenses, damages, liabilities, judgments, or other losses, including reasonable attorney's fees (collectively, Losses), that arise out of or are related to Your: (a) purchase, ownership, sale, assignment, donation, or any other transfer or use of, or interaction with, the NFT or including but without limitation use of the NFT to access the .box App.; (b) alleged or actual breach of this Agreement, including Sections 1. (Ownership), 2. (License Grant and Restrictions), and (c) alleged or actual violation of any applicable Laws in connection with any of Your uses of or interactions with the NFT; or (d) fraud, misconduct, or other misrepresentation in connection with the NFT. The above indemnities, however, do not apply to Claims or Losses arising solely from Our fraud, gross negligence, or willful misconduct. You shall not settle or otherwise compromise any Claim without Our prior written consent.
a. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER US NOR ANY OTHER COMBINED PARTIES WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NFT, WHETHER ARISING UNDER STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE, OR UNDER ANY OTHER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE FUNDAMENTAL TO THIS AGREEMENT AND THAT WE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE TERMS AND CONDITIONS IN THIS SECTION 8..
b.
Liability Cap. IN NO EVENT SHALL THE TOTAL AMOUNT OF DAMAGES FOR WHICH WE SHALL BE LIABLE IN CONNECTION WITH ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NFT EXCEED, IN THE AGGREGATE: THE TOTAL AMOUNT OF FEES RECEIVED BY US FROM THE SALE OR ISSUANCE OF THE NFT.
a. Arbitration and Class Action Waiver Disclaimer. BY PURCHASING OR OTHERWISE ACCEPTING OWNERSHIP OF THE NFT, OR ACCESSING OR USING ATHE .BOX APP, YOU AGREE TO EXCLUSIVELY RESOLVE ANY DISPUTE BETWEEN YOU AND US ARISING OUT OF OR RELATING TO THE NFT IN THE COURTS OF GRAND CAYMAN UNDER GRAND CAYMAN LAW, WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES AND YOU HEREBY EXCLUSIVELY ATTORN TO SUCH JURISDICTION. PLEASE READ THESE DISPUTE RESOLUTION PROVISIONS CAREFULLY, AS THEY AFFECT YOUR RIGHTS AND WILL IMPACT THE RESOLUTION OF ANY CLAIMS THAT YOU AND US MAY HAVE AGAINST EACH OTHER.
b. You acknowledge and agree that unless We and You otherwise agree in writing, You may not seek to, and a court may not, join or consolidate Your claims with any other similar claims. You agree that You will not proceed in any court or arbitration proceedings as a representative of others (including in the capacity of a private attorney general), join in any court or arbitration proceedings brought by any other person, and understand that You may not be included as a member of any class that may be certified by a court or arbitrator. Your waiver of rights to bring or participate in court proceedings and as a representative or member of a class applies specifically, but is not limited to, claims brought under California's Unfair Competition Law, False Advertising Act and its Consumer Legal Remedies Act, Ohio's Unfair and Deceptive Trade Practices Act and any other state consumer protection Laws.
c. Jury Waiver. THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL.
d. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the law of the Grand Cayman without regard to any conflict of laws principles.
e.
Equitable Relief. Notwithstanding any other provision in this Section 9., the parties acknowledge and agree that a breach of this Agreement, including Sections 1. (Ownership) and 2. (License Grant and Restrictions), may cause irreparable harm to the non-breaching party, for which an award of damages would not be adequate compensation. Accordingly, You and Us agree that, in the event of any such breach or threatened breach, either party will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to secure or post any bond or show any actual monetary damages. These remedies are not exclusive and are instead in addition to all other remedies available under this Agreement at law or in equity.
a.
Child Safety. You must be at least eighteen (18) years or older to accept ownership of or otherwise use or interact with the NFT. Minors under eighteen (18) and at least thirteen (13) years of age are only permitted to accept ownership of or otherwise use or interact with the NFT through a crypto wallet or other authorized and legal method owned by a parent or legal guardian, with their appropriate permission and under their direct supervision. Children under thirteen (13) years of age are not permitted to accept ownership of or otherwise access or engage with the NFT. By accepting ownership of or otherwise using or interacting with the NFT, You represent and warrant that you are in compliance with this Section (a).
a. Export Controls. The NFT and any related or supporting software or systems, including any media servers, crypto wallets, smart contracts, blockchains, node communications, third-party marketplaces, or other distributed ledger technology, may be subject to U.S. export control Laws, including the Export Administration Regulations. You represent and warrant that: (a) you are not on the list of Specially Designated Nationals maintained by the U.S. Office of Foreign Assets Control or on any other U.S. government list of prohibited or restricted parties and are not owned or controlled by any person on such a list; and (b) you are not a resident of, or located in, any country or territory against which the U.S. maintains comprehensive sanctions (such as Cuba, Iran, Syria, North Korea, and the Crimea Region of Ukraine). You shall not, and shall not permit others to, directly or indirectly, export, reexport, or release the NFT or any related or supporting software or systems in or to any person, country, or territory that is prohibited from receiving them under applicable Laws, including any country subject to comprehensive sanctions or any individual or entity included on any U.S. government list of prohibited or restricted parties.
b. Assignment. This Agreement will be binding upon, and will inure to the benefit of, the parties and their permitted successors and assigns. You may transfer this Agreement or any rights or obligations under it only to a third-party transferee that accepts ownership of the NFT and all of the terms and conditions of this Agreement in accordance with Section (b) (Effect of Transfer) above. We may transfer this Agreement without Your consent and after any such transfer, shall have no continuing obligation or liability to You.
c. Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.
d. Amendment; Waiver. We may amend this Agreement at any time in its sole and absolute discretion; provided, that We shall provide reasonable notice to You of any material amendments to this Agreement through reasonable public means (i.e., public post on a social media network, through any websites associated with the NFT that are owned or controlled by Us or on any third-party marketplace through which the NFT is sold). Your continued exercise of any license rights or other rights granted under this Agreement, including Your access to or use of the .box App after notice of an amendment has been posted constitutes Your acceptance of the amendment. No waiver by either party of any of the provisions of this Agreement will be effective unless explicitly stated in writing and signed by the waiving party. Except as otherwise expressly stated in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver; nor will any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise, or the exercise of any other right, remedy, power, or privilege.
e. Integration. This Agreement including all agreements and policies referenced herein, represent the entire agreement between the parties and supersedes any prior or contemporaneous communications between the parties, whether oral or written.
f. Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, unenforceable, or invalid, such illegality, unenforceability, or invalidity shall not affect any other provision and all remaining provisions shall continue in full force and effect.
g. Interpretation. The headings used in this Agreement will not affect the interpretation of this Agreement. Terms defined in the singular shall include the plural and vice versa; the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; the word "or" is not exclusive; and variants of the defined terms have the meanings the context requires.