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Digital Collectible Terms

 

Last Updated: May 2023

These Digital Collectible Terms (“Terms”) set forth the terms and conditions applicable to Digital Collectibles (as defined below) made available by Nike Virtual Studios, Inc. (“Nike”) by any means, whether through one or more websites, mobile applications or other platforms (“Platform”) operated by or on behalf of Nike or by “airdrop” or other delivery mechanism. By acquiring, accepting, using or transferring any non-fungible blockchain-based digital token (“NFT”) made available by Nike or by using any related Digital Collectible or Related Content (as defined below) for any purpose, you agree to be bound by these Terms.

1.         Digital Collectibles. Each NFT made available by Nike is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”). Related Content is separate from the associated NFT and is not sold or otherwise transferred to you, but is instead licensed to you as set forth in these Terms. A “Digital Collectible” consists of the applicable NFT and the licence rights granted pursuant to these Terms with respect to the Related Content. All licences under these Terms are granted to the person with direct control over the NFT associated with the applicable Digital Collectible (the “Holder”) and are, therefore, granted to you only for as long as you are the Holder of that NFT.

2.         General Licence. Subject to your compliance with these Terms, Nike grants you a limited, personal, non-exclusive, non-sublicensable, worldwide licence under any copyright owned by Nike in any Related Content to display and perform the Related Content for non-commercial, personal use.

3.         Licence Terms Applicable Only to Specific Digital Collectibles.

            3.1       Third Party Rights Owners. If the description of the applicable Digital Collectible that is embedded in the metadata for the applicable NFT (“Embedded Description”) expressly states that all or any portion of the Related Content for that Digital Collectible is owned and directly licensed to you by a person or entity other than Nike (a “Third Party Rights Owner”) then such Third Party Rights Owner, not Nike, grants you a limited, personal, non-exclusive, non-sublicensable, worldwide licence under any copyright owned by the Third Party Rights Owner in the applicable Related Content to display and perform the Related Content for non-commercial, personal use. Nike or any applicable Third Party Rights Owner may be referred to herein as a “Rights Owner”.

            3.2       Modifiable Digital Collectibles. If the Embedded Description expressly states that the Related Content for that Digital Collectible is modifiable (any such Digital Collectible, a “Modifiable Digital Collectible”), then in addition to any other licence rights hereunder the Rights Owner grants you a limited, personal, non-exclusive, non-sublicensable, worldwide licence under any copyright owned by the Rights Owner in the Related Content to copy and modify the Related Content associated with the Modifiable Digital Collectible (as modified, “Modified Content”) and to display and perform the Modified Content for non-commercial, personal use. For avoidance of doubt, except as expressly set forth in this Section 3.2 with respect solely to Related Consent associated with a Modifiable Digital Collectible, no right to copy or modify any Digital Collectible is granted pursuant to these Terms.

            3.3       Commercial Use Licence Eligibility. If the Embedded Description expressly states that commercial use rights may be obtained for that the particular Digital Collectible, you are eligible to obtain a licence to use the Related Content associated with that Digital Collectible for limited commercial use pursuant to the terms at that time made available by Nike (the “Commercial Use Licence”). In order to obtain the Commercial Use Licence you must create an account with Nike through the Platform and agree to the relevant terms and conditions for the account and the Commercial Use Licence. For avoidance of doubt, no Commercial Use Licence is granted pursuant to these Terms.

            3.4       Platform Eligible Digital Collectibles. If the Embedded Description expressly states that the particular Digital Collectible has another, specified use on the Platform or one or more specified or unspecified third party platforms or services (any such Digital Collectible, a “Platform Eligible Digital Collectible”) then, subject to the functionality being enabled and properly operating on the applicable platform or service (each, an “Enabled Platform”) and your successful completion of any registration or verification requirements on the Enabled Platform, the Platform Eligible Digital Collectible may be used for specific purposes, or to enable specific features or functions, on the Enabled Platform (“Platform Features”). For example, if a Platform Eligible Digital Collectible is described as “wearable”, the Platform Feature may permit you to modify or supplement the appearance of an avatar or character on an Enabled Platform. To the extent necessary to enable the applicable Platform Feature, the Rights Owner for the applicable Related Content will have granted the operator of the Enabled Platform the right to use the Related Content and create derivative works of the Related Content to make the Platform Features available to the Holder of the applicable NFT. In addition to any other licence rights hereunder, the Rights Owner grants you a limited, personal, non-exclusive, non-sublicensable, worldwide licence under any copyright owned by the Rights Owner in the Related Content to make the Related Content (or applicable portion thereof) available to an Enabled Platform and to use the Related Content (or applicable portion thereof) on an Enabled Platform for personal, non-commercial use in the manner authorized by the Rights Owner. The use described in the Embedded Description may be a short-hand descriptor and the terminology used to describe the use may have a unique meaning as applied to virtual, online environments that differs from the otherwise commonly understood meaning. Neither Nike nor any Rights Owner will have any responsibility or liability for the function or operation of any Enabled Platform. Without limiting anything else in these Terms (including the disclaimer in Section 16, below), Nike and the Rights Owners hereby expressly disclaim any and all representations or warranties related to any use or inability to use any Platform Eligible Digital Collectible for any purpose, or related to any Enabled Platform, including any warranties of merchantability or fitness for a particular purpose or that any Enabled Platform will operate, be free of errors or defects, or meet your expectations. The Platform Features are only available to Holders and may be terminated in the event of any transfer by you of the applicable NFT or other termination of your licence rights hereunder.

            3.5       Solebound Digital Collectibles. If a Digital Collectible is described or characterized on the Platform or in any Embedded Description as “solebound” then the applicable Digital Collectible is a “Solebound Digital Collectible” for purposes of these Terms. In addition to any other bases for termination of your licence rights under these Terms, if you transfer the NFT associated with a Solebound Digital Collectible (i) to a third party, (ii) to a wallet that cannot be confirmed by Nike as a wallet that is controlled by you or, (iii) from a wallet Nike has specified in which the Solebound Digital Collectible is to be held (these conditions (i), (ii), and (iii) collectively referred to as the “Solebound Holding Conditions”), your licence rights under these Terms will immediately terminate. Such terminated licence rights may be reinstated by Nike, at its sole discretion, if you again meet the Solebound Holding conditions for a Solebound Digital Collectible. For avoidance of doubt, whether or not it is described or characterized as “solebound” on the Platform, any .SWOOSH ID Digital Collectible is a Solebound Digital Collectible.

4.         No Other Licences. Section 2 and, if and as applicable, Section 3 set forth all your licence rights hereunder with respect to any Related Content. There are no other licence rights, whether express or implied, with respect to any of the Related Content, Modified Content or any derivative works thereof, and no licence rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by the applicable Rights Owner. This is true even if exercise of any licence rights granted herein would be prevented, frustrated or impaired without such a licence. Without limiting the foregoing, the licences granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:

            (a)        exercise any of the licence rights granted herein in any way that results in direct or indirect compensation, financial benefit or commercial gain of any kind to you or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);

            (b)       copy any Related Content (other than temporary copies stored in short term memory on your device for purposes of displaying or performing the Related Content on your device), store any Related Content on any device or computer owned or controlled by you or modify or create any derivative works of any Related Content except solely as expressly permitted pursuant to the licence grant in Section 3.2 with respect to Related Content associated with Modifiable Digital Collectibles;

            (c)        grant any sublicence of any licence rights herein;

            (d)       delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Related Content;

            (e)        exercise any licence rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Nike at its discretion;

            (f)        reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or

            (g)       use any Related Content in any manner not expressly authorized herein or exercise any licence rights herein in any manner that violates applicable law.

5.         Proprietary Rights.   The Rights Owners retain all right, title and interest in the Related Content and all copyright or other intellectual property rights in any Related Content. Except for the licence rights expressly granted in Sections 2 or 3, above, you do not have and will not have any right, title or interest in or to any Related Content. Without limiting the foregoing, the Related Content may include trade names, brands, logos, trademarks, names, likenesses, images or other personal characteristics of persons or characters (“Embedded IP”). Your use of such Embedded IP is limited to use in connection with the exercise of your licence rights under these Terms and subject to all limitations set forth herein and any other restrictions that Nike may inform you of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any goodwill generated by such use, will inure to the benefit of Nike and its Affiliates. An “Affiliate” of Nike is any entity that controls, is controlled by or is under common control with Nike whether now or in the future, and where “control” means ownership of 50% or more of the shares or other ownership interest in an entity or the ability to direct the management or policies of an entity.

6.         Ownership of Modified Content.     For any Modifiable Digital Collectible, you will own the copyright in any newly created works of authorship created by you as part of any Modified Content, subject to the Rights Owner’s ownership of the underlying Related Content and any copyright or other intellectual property right therein. To the extent that the Modified Content continues to incorporate or include any Related Content or is otherwise a derivative work of any Related Content, you will not use the Modified Content other than as expressly authorized in these Terms. Other than your copyright as described in the preceding sentence, you will not have, and you will not assert or seek to register or obtain, any trademark or other intellectual or proprietary right in any Related Content or Modified Content.

7.         Covenant. You understand that Nike, Third Party Rights Owners and their respective Affiliates will continue to further modify and develop any Related Content and may create works of authorship similar or identical to Modified Works created by you. On behalf of yourself and your heirs, successors and assigns, you irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that you may have in any Modified Work against (a) any of Nike, any Third Party Rights Owner, any Affiliate of Nike or any Third Party Rights Owner or any of their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensees, distributors, resellers, or business partners, (b) any customers of any of the foregoing or (c) any successor or assign of any of the foregoing.

8.         Certain Other Terms.

            8.1       Forgeable Digital Collectibles. If the description of the applicable Digital Collectible on the Platform expressly states that the particular Digital Collectible is “forgeable” (any such Digital Collectible, a “Forgeable Digital Collectible”) then a physical item may be made available to the Holder of the NFT for the Digital Collectible at a time determined at Nike’s sole discretion and subject to the Holder’s agreement to Nike’s forging terms at that time and satisfaction of any eligibility requirements and conditions set forth in the Forging Terms as well as any other conditions for claiming or obtaining the physical item as communicated by Nike from time to time.

            8.2       Prohibitions on Fractionalization.  You will not (a) create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible, (b) separate, unlink or decouple the Related Content from the NFT with which it is associated to form the Digital Collectible or (c) use any Related Content or Modified Content to create, sell or attempt to create or sell any new cryptographic token.

            8.3       Exchanging NFTs. If, in connection with the use or administration of any Digital Collectible, the verification of licence or other rights with respect to any Related Content or any Additional Benefit or other purpose, Nike request that you transfer the NFT associated with a Digital Collectible to Nike or a third party designated by Nike in exchange for a substitute NFT and you make such transfer, then such substitute NFT will thereafter be deemed to be and treated as the NFT associated with the Digital Collectible for all purposes under these Terms. If multiple NFTs are issued as substitutes, then each such NFT will be treated as the NFT associated with the Digital Collectible under these Terms for the specific purpose that each such NFT has been issued.

            8.4       Sanctions Compliance. If (a) you are an individual, you agree on your own behalf that you are not and (b) if you are an entity, you agree that the entity, any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf is/are not: (i) related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; (ii) prohibited (or ever has been) from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) a resident in a country or jurisdiction under a U.S. embargo enforced by OFAC.

9.         Transfers. To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Digital Collectible, and without limiting Nike’s right to terminate licence rights or modify Related Content pursuant to these terms upon any such transfer, you may transfer the NFT to a third party, provided that the following conditions are met:

(a)        such transfer is conducted through a marketplace or other platform that cryptographically verifies that you are the actual owner of the applicable NFT;

(b)       such transfer must comply with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules; and

(c)        prior to such sale or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s exercise of the licence rights included as part of the Digital Collectible will be conditional upon such transferee agreeing to be bound by these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms.

After such transfer, your right to display and perform the Related Content and all other licence rights under these Terms (including for avoidance of doubt, if applicable, any Commercial Use Licence) will immediately terminate (without the requirement of notice).

10.       Transfer Fee. Upon transfer of any NFT, in consideration of the transfer of the licence rights set forth in these Terms, the ongoing hosting of any Related Content and any other services related to the transfer of the NFT and administration of the associated Digital Collectible, you will pay (or caused to be paid) to Nike a fee in an amount calculated by multiplying the total amount paid by the acquiror for the NFT (without any deductions of any kind) by the percentage applicable to the NFT specified for that NFT (the “Transfer Fee”). If the platform or service used to facilitate the transfer captures and pays the full amount of the Transfer Fee directly to Nike then you will have no obligation to pay any additional amounts. You will pay any and all transaction fees, payment transfer fees and taxes (other than taxes on Nike’s net income) associated with the transfer and will not deduct any such amounts from the amount paid to Nike as the Transfer Fee. All amounts owed hereunder will be paid in US Dollars or in a cryptocurrency acceptable to Nike and will be paid to the account or digital wallet designated by Nike. If you have any questions about how to pay the Transfer Fee or where to send a payment, contact Nike customer service at www.nike.com/help or 1-800-379-6453.

11.       Digital Collectible not a Security. THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

12.       Compliance with Marketing Guidelines. You will comply with any Digital Collectible or NFT issuance or marketing policy that Nike may publish, as updated from time to time.

13.       Additional Benefits. From time to time at their discretion, Nike or third parties may make additional content, products, promotions, services or other benefits available to the Holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). Neither Nike nor any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Nike as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any licence rights under any intellectual property rights in or to any such physical item. Unless otherwise agreed pursuant to a binding agreement between you and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason, including without limitation upon transfer by you of the applicable NFT or termination of any licence rights pursuant to these Terms.

14.       Third Party Infrastructure and Services. Nike will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with (a) any blockchain or related technology, (b) any digital wallet, digital wallet technology, similar technology or related service, (c) the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT, (d) any marketplace or other platform for buying, selling or transferring any NFT other than the Platform, (e) any Enabled Platform or any platform or service provided by any third party or any technology related thereto, (f) any Modified Content or Additional Benefit provided by any third party, or any terms or conditions applicable to any such Modified Content or Additional Benefit, (g) any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware or (h) any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by Nike.

15.       Indemnification. You will indemnify and hold harmless, and at Nike’s request defend, Nike and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of these Terms or unauthorized use of any Related Content, (b) your ownership or transfer of any NFT or (c) exercise of any licence rights hereunder by you.

16.         DISCLAIMER OF WARRANTIES. NIKE, THIRD PARTY RIGHTS OWNERS, AND THEIR RESPECTIVE AFFILIATES MAKE DIGITAL COLLECTIBLES, NFTS AND RELATED CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

17.         DISCLAIMER OF DAMAGES. IN NO EVENT WILL NIKE, ANY THIRD PARTY RIGHTS OWNER OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.

18.         LIMITATION OF LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF NIKE ANY THIRD PARTY RIGHTS OWNER AND THEIR RESPECTIVE AFFILIATES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.

19.       Termination of Licence Rights. In addition to any other rights and remedies to which Nike may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Related Content, and any and all other licence rights that you may have under these Terms, will immediately terminate without any requirement of notice.

Upon termination of your licence rights for any reason you will immediately cease any and all use of any Related Content and any other exercise of any licence rights under these Terms. Nike may, at its sole discretion, disable access to Related Content, replace Related Content with a black screen or other substitute content, disable digital wallet functionality or similar functionality for the affected Related Content, prohibit any Enabled Platform from providing Platform Features, prohibit any other platform or service from retrieving or rendering any such Related Content in connection with the services they provide and take other steps to prevent unauthorized use of any Related Content. Nike will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.

20.       Provided Materials. If and to the extent that Nike makes any software program, file, code or other information or material available to you based on your ownership of an NFT associated with a particular Digital Collectible, as an Additional Benefit (as defined above) or otherwise, unless otherwise specified by Nike or agreed to by you and Nike in writing, you agree that the terms and conditions set forth in the end user licence agreement attached as Appendix A to these Terms will govern the use of any such software program, file, code or other information or materials and you agree to be bound by and comply with such end user licence agreement.

21.       Additional Terms. These Terms supplement any additional terms and conditions in any information or materials provided with any Related Content or Additional Benefit (“Additional Terms”). In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and Nike or any other Rights Owner with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Nike relating to the NFT, Related Content or Digital Collectible.

22.       Governing Law and Jurisdiction. These Terms will be construed in accordance with the laws of the state of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. All disputes relating to these Terms will be brought solely in the state or federal courts located in the boroughs of Brooklyn (Kings County) or Manhattan (New York County) in the state of New and you hereby consent to the exclusive jurisdiction of such state and federal courts and waive any defence of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.

23.       Miscellaneous. These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and Nike. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of Nike to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of Nike’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.

 

 

APPENDIX A TO THE DIGITAL COLLECTIBLE TERMS

 

END USER LICENCE AGREEMENT

(Provided Material for an Originating NFT)

 

Last Updated: May 2023

BY CLICKING ON THE “ACCEPT” BUTTON OR BY DOWNLOADING, COPYING, INSTALLING, ACCESSING OR USING ANY PROVIDED MATERIAL (AS DEFINED BELOW), YOU AGREE TO ALL TERMS OF THIS END USER LICENCE AGREEMENT. IF YOU ARE AGREEING ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, COPY, INSTALL, ACCESS OR USE ANY PROVIDED MATERIAL.

1.         Certain Definitions.

  • Affiliate” means an entity that controls, is controlled by or is under common control with another entity whether now or in the future, and where “control” means ownership of 50% or more of the shares or other ownership interest of an entity or the ability to direct the management or policies of an entity.
  • Agreement” means this End User Licence Agreement.
  • Originating NFT” means the NFT that is owned by You, as evidenced by Your control over the digital wallet in which the NFT is held, and that is the basis on which any Provided Materials are made available to You by Nike under this Agreement.
  • Authorized Editing Platform” means the services or platforms that are authorized by Nike to be used to modify any Provided Material. Authorized Editing Platform(s) may be posted on https://www.swoosh.nike or specified by Nike through other means.
  • Authorized Experiential Platform” means any service or platform that is authorized by Nike to Depict any Unmodified Depiction or Combined Depiction in connection with an online video game, virtual space, metaverse or immersive 3-dimensional experience, subject to the terms of this Agreement. Authorized Experiential Platform(s) may be posted on https://www.swoosh.nike or specified by Nike through other means.
  • Base Content” means any Content initially licensed by Nike to the owner of an Originating NFT based solely on ownership of the Originating NFT.
  • Branding” means any trademark, service mark, name, brand, logo or other indication of origin.
  • Content” means any text, images, drawings, artworks, graphics, symbols, designs, pictures, photographs, videos, movies, audio/visual works, music, sound recordings and other textual, video, audio and multimedia works of authorship and other content and materials.
  • Depict” means render or display (e.g., on a computer screen or virtual reality headset) any human perceptible Content using any Material.
  • Documentation” means any documentation, readme file or other explanatory materials in printed or electronic form provided by Nike with or related to any Provided Material.
  • Material” means any software program, file, code or other information or material.
  • NFT” means a non-fungible, blockchain-based, digital token.
  • Embedded IP” means any Branding or any name, image or likeness of any person or character as well as any trademark notice, copyright notice or other intellectual property or legal notice or other proprietary material or element included in or with any Provided Material, Documentation or Content Depicted or capable of being Depicted using any Provided Material.
  • Provided Material” means any Material made available to You through the Nike Platform or otherwise under this Agreement for a particular Originating NFT.
  • Nike” means Nike Virtual Studios, Inc. and any Affiliate of Nike or third party to which any rights or obligations under this Agreement are transferred or delegated.
  • Nike Platform” means any website, mobile application or other platform operated by or on behalf of Nike.
  • You” means the individual entering into this Agreement or, if different, the person, company or legal entity on whose behalf that individual has entered into this Agreement.

2.         Originating NFT. Nike makes the Provided Materials available to You based on Your ownership of the Originating NFT. Any licence rights granted herein with respect to any Provided Materials are conditional on Your ownership of the Originating NFT and will terminate if at any time (a) You transfer the Originating NFT, (b) You otherwise cease to be able to demonstrate ownership of the Originating NFT or (c) any other licence right from Nike based on Your ownership of the Originating NFT is terminated.

3.         General Licence. Subject to Your compliance with this Agreement, Nike grants You under Nike’s copyrights, for so long as You own the Originating NFT, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in Section 5, below), non-exclusive licence, solely for personal, non-commercial purposes, to: (a) download the Provided Materials and any Documentation to a computer owned or controlled by You, (b) use the Provided Materials on a computer owned or controlled by You, or on an Authorized Editing Platform, to Depict the Content capable of being Depicted by combining or assembling the Provided Materials without any other modification thereof (the “Unmodified Depiction”) (c) upload the Unmodified Depiction to an Authorized Experiential Platform solely to the extent that such uploading has been enabled and solely for the purposes for which it has been enabled on such Authorized Experiential Platform, (d) use the Documentation solely for purposes of exercising Your licence rights under this Agreement, and (e) make the minimum number of copies of the Provided Materials and Documentation necessary to exercise the licences granted in subsections (a), (b), (c) and (d), above.

4.         Licences Applicable Only to Specific Provided Materials.

            4.1       Rights to Use in Combination with Other, Specified Materials. If the Nike Platform or Documentation expressly states that the Provided Materials may be used to Depict Content that is “wearable”, “attachable” or otherwise combinable or connectable with Content Depicted using other specified Materials (the “Connectable Depiction”), then, in addition to any other licence rights under this Agreement and subject to Your compliance with this Agreement, Nike grants You under Nike’s copyrights, for so long as You own the Originating NFT, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in Section 5, below), non-exclusive licence, solely for personal, non-commercial purposes to (a) combine the Unmodified Depiction with the Connectable Depiction (but only to the extent that You have valid and subsisting licence rights to do so under a separate licence agreement for the Connectable Depiction) using a computer owned or controlled by You or an Authorized Editing Platform to Depict the combined Content (the “Combined Depiction”), and (b) upload the Combined Depiction to an Authorized Experiential Platform solely to the extent that such uploading has been enabled and solely for the purposes for which it has been enabled on such Authorized Experiential Platform. For example, if the Unmodified Depiction is a shirt that is “wearable” on a Nike or third party avatar, and You also have the necessary licence rights in the Connectable Depiction of the Nike or third party avatar under a separate licence agreement, then You may combine the Unmodified Depiction of the shirt with the Connectable Depiction of the avatar to Depict the Combined Depiction of the avatar “wearing” the shirt. Similarly, the Unmodified Depiction of other items that are not “wearable” but are “attachable” or otherwise combinable or connectable with a Connectable Depiction of a Nike or third party avatar could, subject to the same conditions, be combined to create a Combined Depiction of the avatar “holding” or “with” the item or otherwise appearing in Content that includes both the Unmodified Depiction and the Connectable Depiction. In order to have rights under this Section 4.1, the information on the Nike Platform or the Documentation for the applicable Provided Materials must specify the Connectable Depiction with which the Unmodified Depiction may be combined. If no Connectable Depiction is specified for Provided Materials that are identified as “wearable”, “attachable” or otherwise combinable or connectable, You must obtain written verification from Nike as to the applicable Connectable Depiction(s) prior to exercising any right under this Section 4.1.

            4.2       Modification Rights. If the Nike Platform or Documentation expressly states that the Content Depicted using the Provided Materials is “modifiable”, then, in addition to any other licence rights under this Agreement and subject to Your compliance with this Agreement, Nike grants You under Nike’s copyrights, for so long as You own the Originating NFT, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in Section 5, below), non-exclusive licence, solely for personal, non-commercial purposes to (a) modify the Content Depicted using the Provided Materials using a computer owned or controlled by You or an Authorized Editing Platform, and (b) upload the modified Content (the “Modified Depiction”) to an Authorized Experiential Platform solely to the extent that such uploading has been enabled and solely for the purposes for which it has been enabled on such Authorized Experiential Platform. For avoidance of doubt, the modification rights set forth in this Section 4.2 include the right to combine the Unmodified Depiction or Modified Depiction with Content Depicted using other Material (to the extent that You have the necessary rights with respect to the other Material and Content Depicted using the other Material).

            4.3       Public Display. If the Nike Platform or Documentation expressly states that Content Depicted using the Provided Material may be publicly displayed then, in addition to any other licence rights under this Agreement and subject to Your compliance with this Agreement and any additional restrictions set forth on the Nike Platform or the Documentation, Nike grants You under Nike’s copyrights, for so long as You own the Originating NFT, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in this Section 4.3, below), non-exclusive licence, solely for personal, non-commercial purposes to publicly display the Unmodified Depiction or, to the extent that You have a licence to create them, any Modified Depiction created by You pursuant to Section 4.2 of this Agreement, in each case solely in digital format available for viewing online. Any rights under this Section 4.3 may not be sublicensed to any third party except to the minimal extent necessary to enable a social media or other content publishing platform to display the Unmodified Depiction or, as applicable, Modified Depiction posted by You and then only for that limited purpose to the same extent as any other user content posted by You. For avoidance of doubt and without limitation, You may not publicly display or otherwise use any Unmodified Depiction or, as applicable, Modified Depiction as part of or in connection with any NFT, other cryptographic token or digital collectible except to the extent expressly permitted pursuant to Section 4.4.3 of this Agreement.

            4.4       Commercial Use Rights.

                        4.4.1    General Prohibition. Except as expressly set forth in Section 4.4.2 or 4.4.3, below, the rights granted under this Agreement may be exercised only for personal, non-commercial purposes and You do not have any licence to, You will not, and You will not authorize, permit or assist any third party to, exercise any of the licence rights granted herein in any way: (a) that results in direct or indirect compensation, financial benefit or commercial gain of any kind to You, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value) or (b) for or in connection with any business, product or service (including without limitation any NFT, cryptographic token or other digital product or service), or in any manner that may imply endorsement of any business, message, product or service. For avoidance of doubt, any promotion of the products or services of Nike or its Affiliates that might occur incidental to or in connection with Your public display of any Unmodified Depiction or Modified Depiction to the extent permitted under Section 4.3 will not violate this Section 4.4.1.

                        4.4.2    For Originating NFT. If You have separately obtained commercial use rights with respect to the Base Content for the Originating NFT (a “Commercial Use Licence”) then, in addition to any other licence rights under this Agreement and subject to Your compliance with this Agreement, Nike grants You under Nike’s copyrights, for so long as You own the Originating NFT, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in Section 5, below), non-exclusive licence to: (a) modify the Content Depicted using the Provided Materials to the minimum extent necessary to remove (e.g. by smoothing or otherwise modifying any 3D model changing the appearance of a skin) any and all Branding (and such modified Content, “De-Branded Depiction”), and (b) use the De-Branded Depiction in connection with Your exercise of Your licence rights under the Commercial Use Licence.

                        4.4.3    For Combined Depictions. If You have separately obtained commercial use rights with respect to any Connectable Depiction under a Commercial Use Licence, and the Nike Platform or Documentation states not only that the Content Depicted using the Provided Materials may be “worn”, “attached” or otherwise combined or connected with that Connectable Depiction, but also expressly states that this is permitted in connection with exercising Your Commercial Use Licence, then , in addition to any other licence rights under this Agreement and subject to Your compliance with this Agreement, Nike grants You under Nike’s copyrights, for as long as You own the Originating NFT and also continue to have Commercial Use Licence rights with respect to the Connectable Depiction, a personal, limited, revocable, non-transferable, non-sublicensable (except as provided in Section 5, below), non-exclusive licence to: (a) modify the Content Depicted using the Provided Materials to the minimum extent necessary to remove all Branding and create the De-Branded Depiction, and (b) combine the De-Branded Depiction with the commercial use eligible Depiction of the Connectable Depiction (such combination, the “De-Branded Combined Depiction”) and exercise the same licence rights with respect to the De-Branded Combined Depiction that You may have under any Commercial Use Licence with respect to the Connectable Depiction, provided that You may not further modify the De-Branded Depiction.

            4.5       Certain Limitations. In addition to any other limitations set forth in this Agreement (including Section 6, below) and in addition to any limitations set forth in the terms and conditions applicable to Your Commercial Use Licence (“Commercial Use Terms”), You may not display (publicly or otherwise) any Modified Depiction that Depicts or otherwise includes any of the following, and You will not exercise any rights under this Agreement or otherwise use any Content Depicted using any Provided Material on, in, or as part of, or to promote or market the manufacture, sale, distribution, use or other exploitation of, or otherwise in connection with any of the following:

            (a)        any product or service or media that is promoted, marketed, offered, sold or provided by any person or legal entity that manufactures, markets, promotes, sells, distributes or offers for sale or distribution any product or service that competes with any product or service of Nike or any Affiliate of Nike, or under, in connection with or in collaboration with any such person or legal entity or any trademark, trade name, brand, logo, name or other indication of origin of any such person or legal entity;

            (b)       any firearm or other weapon (excluding any weapon originally Depicted in the Unmodified Depiction);

            (c)        any tobacco product, pharmaceutical product or regulated drug, or product, substance or material containing any tobacco product or regulated drug (excluding alcohol);

            (d)       any counterfeit product, illegal item or activity; or

            (e)        anything defamatory, obscene, pornographic, indecent, abusive, - offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Nike at its discretion; or

            (f)        any NFT, other cryptographic token or digital collectible except to the extent permitted under an applicable Commercial Use Licence as set forth in Section 4.4.3 of this Agreement with respect to a De-Branded Combined Depiction.

5.         Sublicences. You may grant a sublicence of certain of Your licence rights under Section 4.3 as provided therein. Additionally, to the extent that any Content Depicted using any Provided Materials is eligible for use under a Commercial Use Licence (as described in Section 4.4, above), then the rights to copy or display such Content may be sublicensed pursuant to and subject to compliance with the terms of the Commercial Use Licence. Otherwise, You may grant a sublicence of certain of Your licence rights under Sections 3 and 4 of this Agreement only to an Authorized Experiential Platform and then only for Your own personal use to the extent necessary to enable such Authorized Experiential Platform to provide the features and functions that the Authorized Experiential Platform has been authorized by Nike to provide to You. You may not grant any sublicence of any licence or rights under this Agreement except as expressly provided in this Section 5.

6.         No Other Licences; Limitations. Sections 3, 4 and 5 set forth all Your licence rights hereunder with respect to the Provided Materials and any Documentation (collectively, the “Licensed Materials”). There are no other licence rights, whether express or implied, with respect to any of the Licensed Materials or any derivative works thereof even if exercise of any licence rights granted herein would be prevented, frustrated or impaired without such a licence. Without limiting the foregoing and in addition to any other limitations set forth in this Agreement, the licences granted herein do not grant You the right to, and You will not, and You will not authorize, permit or assist any third party to:

            (a)        sublicense, lease, rent, loan, publish, distribute or otherwise transfer or disclose any Licensed Material;

            (b)       without limiting Your ability to upload Content Depicted using Provided Materials to an Authorized Editing Platform or Authorized Experiential Platform and except for any public display permitted pursuant to Section 4.3 or in connection with exercise of rights under any Commercial Use Licence, sublicense, lease, rent, loan, publish, distribute or otherwise transfer or disclose any Content Depicted using any Provided Materials;

            (c)        without affecting Your obligation to remove any Branding from any Content Depicted using any Provided Material as a condition to using any De-Branded Depiction under a Commercial Use Licence as provided in Section 4.4, otherwise delete, remove, obscure, crop, alter, change, modify or create variations of any Embedded IP or any portion of any Embedded IP, or combine or conjoin any Embedded IP with, or use any Embedded IP in close proximity to, any other Branding or Content;

            (d)       tamper with or attempt to circumvent or disable, any security feature or licensing control function of any Licensed Material;

            (e)        create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Nike at its discretion;

            (f)        dilute, blur or tarnish any Embedded IP;

            (g)       imply Nike’s or any of its Affiliates’ affiliation with or endorsement, sponsorship or support of You or any third party, or any product, service, viewpoint or position of You or any third party;

            (h)       reflect adversely on any product or service of Nike or any Affiliate of Nike, including without limitation the Provided Materials, any Content Depicted or capable of being Depicted using the Provided Materials, the Nike Platform or any Embedded IP, or the good name or reputation of Nike or any of its Affiliates;

            (i)        violate Nike’s marketing policies or otherwise portray any NFT or digital collectible as an opportunity to gain economic benefit or profit, or as an investment, equity, or other ownership or profit-sharing interest in Nike, or any of its affiliates or any brand or other business venture;

            (j)        exercise any licence rights hereunder after You no longer own the Originating NFT; or

            (k)       use any Licensed Material or Content Depicted using any Provided Material in any manner not expressly authorized herein or exercise any licence rights herein in any manner that violates applicable law.

7.         Proprietary Rights.   Nike and its licensors retain all rights, title and interest in the Licensed Materials and all copyright or other intellectual property rights in any Licensed Materials and any Content Depicted or able to be Depicted using any Provided Materials. You do not acquire any ownership interest in any Licensed Materials or any such Content (including for avoidance of doubt any Unmodified Depiction) under this Agreement. Your use of any Embedded IP is limited to use in connection with the exercise of the licence rights hereunder and subject to all limitations set forth herein and any other restrictions that Nike may inform You of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish any Embedded IP. All use of any Embedded IP, including any goodwill generated by such use, will inure to the benefit of Nike and its Affiliates.

8.         Ownership of New Works of Authorship Created by You. You will retain any copyright in any new works of authorship created by You as authorized under this Agreement (“User Works”), subject to Nike’s and its Affiliates and licensors’ ownership of the Provided Materials, Base Content, Content Depicted or capable of being Depicted using any Provided Materials and any other underlying work of authorship, as well as all copyright and other intellectual property right therein (“Nike IP”). You agree that any User Work is a derivative work of Nike IP, and that You have no right to copy, display, perform, modify, create derivative works of, transmit, distribute or otherwise exploit or use any such User Work except as expressly authorized in this Agreement. Other than any copyright You may have in any User Work, You will not have, and You will not assert or seek to register or obtain, any trademark or other intellectual or proprietary right in any User Work.

9.         Covenant. You understand that Nike, its Affiliates and their respective licensors and licensees will continue to further modify and develop any Provided Material, Base Content, and Content Depicted using Provided Materials and may create works of authorship similar or identical to any User Work created by You. On behalf of Yourself and Your heirs, successors and assigns, You irrevocably and perpetually covenant and agree not to file or assert before any court or other government tribunal or authority, any claim, counterclaim, demand, action, suit or other proceeding alleging or asserting direct or indirect infringement or misappropriation of any copyright or other intellectual property right that You may have in any User Work against (a) Nike, any Affiliate of Nike or any of its or their respective shareholders, directors, officers, employees, contractors, representatives, agents, licensors, licensees, distributors, resellers, or business partners, (b) any customers of any of the foregoing, or (c) any successor or assign of any of the foregoing.

10.       Third Party Services. You will be responsible for (a) installation, configuration, integration, testing and operation of any editing software, (b) obtaining Your own account on any Authorized Editing Platform or Authorized Experiential Platform and providing any information and entering into any agreements related thereto, (c) obtaining, provisioning and maintaining any and all computers, mobile devices, other equipment or hardware, software (including operating systems and updates), internet and other network connectivity, electrical supply, and appropriate facilities and environmental conditions, and (d) obtaining, provisioning and maintaining any third party services necessary for exercise of any of Your licence rights hereunder. Nike will have no responsibility or liability, and You hereby waive and release any and all claims, arising out of or in connection with (i) any blockchain or related technology, (ii) any digital wallet technology, or similar technology or related service, (iii) the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT, (iv) any marketplace or other platform for buying, selling or transferring any NFT other than the Nike Platform, (v) any software, platform or service provided by any third party or any technology related thereto including without limitation any editing software, Authorized Editing Platform or Authorized Experiential Platform, (vi) any User Work, Modified Depiction, Combined Depiction, De-Branded Depiction or other Content created by You, (vii) any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware or (viii) any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by Nike.

11.       Indemnification. You will indemnify and hold harmless, and at Nike’s request defend, Nike and its Affiliates from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of this Agreement or unauthorized use of any Licensed Material, Documentation, Base Content or Content Depicted using any Provided Material, (b) Your ownership or transfer of any Originating NFT or other NFT issued by Nike or any Affiliate of Nike, (c) any User Work, Modified Depiction, Combined Depiction, De-Branded Depiction or other Content created by You, (d) any product or service provided by or on behalf of You, or with respect to which any of Licensed Material, Base Content or Content Depicted using any Provided Material have been used, or any other commercial use of any of the foregoing, (e) exercise of any licence rights hereunder by You or (f) any sublicence granted by You.

12.         DISCLAIMER OF WARRANTIES. NIKE, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS MAKE THE LICENSED MATERIALS AND CONTENT DEPICTED USING THE PROVIDED MATERIALS AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

13.         DISCLAIMER OF DAMAGES. IN NO EVENT WILL NIKE, ANY OF ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.

14.         LIMITATION OF LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF NIKE, ANY OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.

15.       Termination of Licence Rights. In addition to any other rights and remedies to which Nike may be entitled under contract, at law or in equity, if You breach any of Your obligations under this Agreement, all of Your licence rights hereunder will immediately terminate without any requirement of notice. In addition, Nike may terminate any or all of Your licence rights under this Agreement at any time with or without cause by written notice to You, and Your licence rights will also terminate in the event: (a) You transfer the applicable Originating NFT to a third party, (b) You otherwise are not able to demonstrate ownership of an Originating NFT or (c) any other licence right from Nike based on Your ownership of the Originating NFT is terminated. Upon termination of Your licence rights, You will immediately cease all use of any Licensed Materials, any Content Depicted using any Provided Materials and any User Works; cease any exercise of any other rights under this Agreement; and permanently delete, erase and destroy any Licensed Materials, Content Depicted using any Provided Materials and any User Works in Your possession or control (including in any account with any Authorized Editing Platform or Authorized Experiential Platform). Upon termination of Your licence rights Nike may disable or cause third parties (including without limitation any Authorized Editing Platform or Authorized Experiential Platform) to disable access or use of any Licensed Material, Content Depicted using any Provided Material and User Works in connection with the services they provide and take other steps to prevent unauthorized use of any of the foregoing. Nike will have no obligation or liability to You for any such actions and You will not interfere with, or seek to prevent, any such actions.

16.       Additional Terms. This Agreement may be supplemented or amended by additional terms provided with any Provided Material (“Additional Terms”). In the event of any conflict or inconsistency between this Agreement and any Additional Terms, the Additional Terms will supersede and govern. This Agreement, any Additional Terms and any terms expressly referenced or incorporated herein or in any Additional Terms constitute the entire agreement between You and Nike with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between You and Nike relating to the Licensed Materials.

17.       Compliance with Laws. You are solely responsible for complying with any laws and regulations applicable to You or Your activities under this Agreement in the jurisdiction in which You reside.

18.       Governing Law and Jurisdiction. This Agreement will be construed in accordance with the laws of the state of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary. All disputes relating to this Agreement will be brought solely in the state or federal courts located in the boroughs of Brooklyn (Kings County) or Manhattan (New York County) in the state of New York and You hereby consent to the exclusive jurisdiction of such state and federal courts and waive any defence of forum non conveniens. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS AGREEMENT.

19.       Miscellaneous. This Agreement does not, and may not be construed to, create any partnership, joint venture or agency between You and Nike or any of its Affiliates. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Any notice to be provided by Nike under or in connection with this Agreement may be provided through the Nike Platform or the email address that You have provided. The failure of Nike to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of Nike’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of this Agreement (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.

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