STARBURST® JUICYVERSE CONTEST

NON-FUNGIBLE TOKEN PURCHASE AND LICENSE AGREEMENT

This Purchase and License Agreement (the “Agreement”) is a legal agreement between Mars Wrigley Confectionery US, LLC (“Company”, “we”, “us”, “our”) and you and governs your acquisition and use of a Starburst Juicyverse Contest Non-Fungible Token (the “NFT”). By acquiring or using the NFT, you agree to be bound by this Agreement. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCEPT OWNERSHIP OF OR OTHERWISE USE THE NFT. BY ACCEPTING AN NFT, YOU ACKNOWLEDGE THAT YOU HAVE READ CAREFULLY AND ACCEPT THESE TERMS, INCLUDING THE SCHEDULE.

YOU AND WE AGREE AS FOLLOWS:

  1. 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, or otherwise dispose of ownership of the NFT, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, the Company retains all right, title, and interest in and to the artwork, image, audiovisual works, or other content linked to, associated with or represented by, the NFT (the “Work”). Your rights to use the Work are subject to the terms and conditions of this Agreement.
  2. LICENSE TO USE THE WORK. Subject to Your compliance with the terms and conditions of this Agreement, Company hereby grants to you, for as long as you own the NFT, a limited, non-exclusive, worldwide, non-sublicensable right and license to use the Work: (i) for personal non-commercial use; and (ii) as necessary to effectuate secondary sales or transfers to other persons or entities lawfully purchasing or accepting ownership of the NFT either through a recognized third-party marketplace or through another authorized and legal method of transfer, whether now or later known, provided that the Work, and any and all other Company Property, appears in its original form. This license is transferrable only pursuant to the terms and conditions of this Agreement. Company reserves the right to terminate this license if it has reason to believe that the Work is being used (i) in a manner that is inappropriate, in bad taste, offensive, or contrary to the Mars Marketing Code: https://www.mars.com/about/policies-and-practices/marketing-code(open in new tab); or (ii) to engage in any fraudulent or deceptive activity intended or designed to artificially increase or decrease the value of the NFT.
  3. RESERVATION OF RIGHTS. In addition to the Work, Company is the sole and exclusive owner of all right, title and interest in and to any and all logos, brand name, characters and slogans relating to the STARBURST® Brand and other products of Company, along with all goodwill associated therewith (collectively with the Work, the “Company Property”) and nothing in this Agreement constitutes authorization for use of the Company Property, or any element thereof, except as expressly authorized herein. You hereby acknowledge and agree that you will do nothing inconsistent with Company’s ownership of Company Property and will not use Company Property other than pursuant to the terms and conditions of this Agreement. Company retains the sole and exclusive right to apply for and own any registrations in and to Company Property (and any components thereof) and to bring any infringement, misappropriation, or unfair competition proceedings that involve Company Property. You further acknowledge and agree that all of your uses of Company Property shall inure solely to the benefit of Company. If you nevertheless acquire any rights in Company Property, by operation of law or otherwise, you hereby irrevocably assign such rights to Company, without any further action required by any of the parties. Except for the sale, transfer, or assignment of the NFT, no merchandising or other monetization of the NFT is permitted by you without prior written approval by the Company, which may be withheld in its absolute sole discretion. In all cases, the Company reserves all rights not expressly granted.
  4. THIRD-PARTY INTEGRATIONS. Company utilizes third-party websites, services, and marketplaces to facilitate access to and use of the NFT, including sale, transfer, or assignment of the NFT. Your use of the NFT is therefore subject to the terms and conditions of such third-party websites, services, and marketplaces. Company does not control, and you hereby agree not to hold Company responsible or liable for, the terms and conditions, acts or omissions, of such third-party websites, services, and marketplaces. Your access to and use of the NFT may be subject to limitations or restrictions, including loss, if such third-party websites, services, and marketplaces experience a service interruption, technical failure, insolvency, or otherwise ceases business operations.
  5. CONDITIONS OF AND EFFECT OF NFT TRANSFER. Any third-party that acquires the NFT shall be deemed to have accepted all terms and conditions of this Agreement. Prior to selling, transferring, assigning, or otherwise disposing of the NFT, you agree to provide, or cause to be provided, to any third-party transferee 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 Company. You also hereby acknowledge and agree that all subsequent sales, assignments, 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. You are entitled to retain any or all revenue generated by sale of the NFT and you hereby acknowledge and agree that Company does not control, facilitate, or otherwise bear any responsibility for payments, collections, or transfer related to sale of the NFT. Upon termination of this Agreement, for any reason, including transfer of ownership of the NFT, all of the rights and licenses that Company has granted to you under this Agreement shall immediately terminate without any requirement of further notice. Any terms or provisions of this Agreement that, by their nature, are intended to survive termination shall survive the termination of this Agreement.
  6. SECURITIES; REGULATORY RISK. The NFT is not structured or sold as a “security” nor any other form of regulated investment product under any laws, including the Securities Act of 1933, Securities Exchange Act of 1934, or the Investment Company Act of 1940, each as amended. The regulatory status of NFTs and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the NFT. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications. Regulatory actions could negatively impact the value and price of the NFT.
  7. VOLATILITY. The prices of digital assets such as the NFT are extremely volatile. Fluctuations in the price of digital assets could materially and adversely affect the value, price, or other aspects of the NFT.
  8. TAXES. By acquiring or transferring the NFT, you represent and warrant that you are able to do so in accordance with this Agreement and applicable law and that you are solely responsible for any tax consequences associated with ownership or transfer of the NFT.
  9. 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.

  10. DISCLAIMER.THE NFT AND WORK ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OR GUARANTEE OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW. COMPANY HEREBY EXPRESSLY DISCLAIMS 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, COMPANY MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE WORK OR ANY INFORMATION OR CONTENT DISPLAYED IN CONNECTION WITH THE NFT OR THAT THE NFT AND WORK WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. 
     

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES INCONSUMER CONTRACTS. AS A RESULT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  11. LIMITATION OF LIABILITY. THE COMPANY SHALL HAVE NO LIABILITY AND SHALL BE HELD HARMLESS FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM (i) ACCEPTANCE, USE, OR MISUSE OF THE NFT OR THE WORK; (ii) SOFTWARE OR SYSTEM FAILURES OR INTERRUPTIONS, INCLUDING ANY MEDIA SERVERS, CRYPTO WALLETS, SMART CONTRACTS, BLOCKCHAINS, NODE COMMUNICATIONS, THIRD-PARTY MARKETPLACES, OR OTHER DISTRIBUTED LEDGER TECHNOLOGIES; OR (iii) THEFT, HACKING, LOSS OF ACCESS, FORGOTTEN PASSWORDS, OR ACCIDENTAL TRANSFERS OF THE NFT. UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN AWARDS FOR, AND YOU HEREBY WAIVE ALL RIGHTS TO CLAIM PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT OF POCKET EXPENSES, IF ANY, AND IN NO EVENT SHALL YOU BE ENTITLED TO RECEIVE ATTORNEYS’ FEES OR OTHER LEGAL COSTS OR EXPENSES.
  12. CLASS ACTION WAIVER. ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE NFT, OR ANY COMPENSATION OR CREDIT TO BE PROVIDED, SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
  13. INDEMNITY You agree to indemnify the Company for any losses that arise from or relate to: (i) any breach by you of any applicable law in your jurisdiction; (ii) your breach of the rights of any person (including, but not limited to rights of privacy and intellectual property rights); (iii) any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you; and (iv) any loss resulting from your breach of this Agreement. Losses for the purpose of this section include direct and indirect losses, as well as any costs and expenses (including legal fees) in relation to dealing with claims, demands and / or actions.
  14. PRIVACY. Information on how we process your data is set out in our privacy policy, available https://www.mars.com/privacy(open in new tab).
  15. MISCELLANEOUS
  • This Agreement constitutes the entire agreement between you and the Company with respect to its subject matter and substitutes and supersedes any and all previous written or oral statements between you and the Company.
  • 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. Company may transfer this Agreement without your consent and after any such transfer, shall have no continuing obligation or liability to you.
  • No waiver or variation of any part of this Agreement by us shall be effective unless in writing and signed by us. No waiver of any provision in this Agreement will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this Agreement will not in any way affect, limit, or waive our rights hereunder at any time to enforce strict compliance thereafter with every term and condition of this Agreement.
  • No other document or communication may modify or add any additional obligations or covenants on us beyond those set forth in this Agreement, unless we clearly, specifically and explicitly state otherwise in that document.
  • Each of the provisions of this Agreement are separate, severable and enforceable. If any portion of this Agreement is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, in whole or in part, such provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect. Also, the Parties shall negotiate in good faith to agree a replacement for the ineffective provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  • Ownership or possession of the NFT does not create any form of partnership, joint venture or any other similar relationship between the Parties, and we do not owe you any resulting fiduciary duties. Nothing in this Agreement is intended to authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name of or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • This Agreement, its subject matter, the NFT and any dispute or claim arising out of or in connection with them shall be governed by the law of the State of New Jersey. You and we both agree that the courts of Warren County, New Jersey will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter, and the NFT. However, nothing in this Agreement will override any mandatory laws of the country in which you have your usual place of residence or limit your legal rights to bring actions against us or to require proceedings take place in the country in which you have your usual place of residence.

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