NFT LICENSE TERMS

**PUZZLE CHAMPIONS**

## BOCA GAMES Puzzle Champions - License Terms

**October 26, 2024** **Version 1.0**

**SECTION 1: OVERVIEW**

These terms ("Terms") are a legally binding agreement by and between BOCA GAMES PTE. LTD and any person or entity that owns or purchases a BOCA GAMES Puzzle Champion NFT ("you" or "Owner").

These Terms govern the rights and obligations of both parties with respect to the BOCA GAMES Puzzle Champions and associated BOCA GAMES Puzzle Champion Art. BY MINTING, PURCHASING, ACQUIRING, OR OTHERWISE OWNING A BOCA GAMES Puzzle Champion, YOU AGREE TO BE BOUND BY THESE TERMS.

**Definition**

The following terms shall have the meanings set forth below:

  1. "BOCA GAMES Puzzle Champions" is BOCA GAMES PTE. LTD's ("BOCA GAMES," "we," or "us") PFP collection represented by non-fungible tokens (collectively, "BOCA GAMES Puzzle Champions" and individually, a "BOCA GAMES Puzzle Champion"). BOCA GAMES Puzzle Champions are minted and managed by a smart contract deployed to the Ronin Network (Mavis Market) (the "BOCA GAMES Puzzle Champions Smart Contract"). Each BOCA GAMES Puzzle Champion is associated with a unique piece of digital artwork depicting a BOCA GAMES Puzzle Champion character ("BOCA GAMES Puzzle Champion Art").

  1. “NFT(Non-fungible token)” means a token that cannot be replaced, which exists in the blockchain network.

  1. “Smart Contract” means a pre-programmed, self-executing transaction protocol or computer code that runs on the Ronin network.

  1. "Art" means any art, graphics, images, designs, etc. related to an NFT that you possess in accordance with these Terms.

**NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:**

BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND BOCA GAMES THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

**SECTION 2: OWNERSHIP AND RIGHTS**

**2.1 Ownership of BOCA GAMES Puzzle Champion.**

The holder of a BOCA GAMES Puzzle Champion, as recorded by the BOCA GAMES Puzzle Champions Smart Contract, possesses the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that BOCA GAMES Puzzle Champion ("Your BOCA GAMES Puzzle Champion"). BOCA GAMES has no right or ability to seize, freeze, or otherwise modify the ownership of any BOCA GAMES Puzzle Champions, except for (i) those NFTs owned by BOCA GAMES; and (ii) any ownership obtained in violation of Terms or through unlawful means.

**2.2 IP License.**

BOCA GAMES retains all rights, title, and interest in and to the BOCA GAMES Puzzle Champion Art, including all copyrights, trademarks, and other intellectual property rights therein ("IP").

However, subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your BOCA GAMES Puzzle Champion and, for so long as you hold Your BOCA GAMES Puzzle Champion (both dates as recorded by the BOCA GAMES Puzzle Champions Smart Contract) (the "License Term"), BOCA GAMES grants to you an exclusive, universe-wide, royalty-free license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your BOCA GAMES Puzzle Champion Art ("License"). The License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your BOCA GAMES Puzzle Champion Art, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below.

**2.3 Derivative Works.**

You own all rights, title, and interest in any derivative works based on Your BOCA GAMES Puzzle Champion Art created during the License Term ("Derivative BOCA GAMES Puzzle Champion Work"). However:

- BOCA GAMES retains the copyright in the original BOCA GAMES Puzzle Champion Art underlying any Derivative BOCA GAMES Puzzle Champion Work;

- Your use of any Derivative BOCA GAMES Puzzle Champion Work is subject to these Terms;

- Use of any Derivative BOCA GAMES Puzzle Champion Work after the License Term may require a license from the current owner of the BOCA GAMES Puzzle Champion.

**2.4 Utility.**

Owners may be offered utility, benefits, or entitlements (collectively, "Utility") from time to time, but these Terms do not confer any Utility except as granted by the License. BOCA GAMES makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. BOCA GAMES shall not be responsible in any manner for any Utility offered by any third party.

**2.5 Reservation of Rights for Commercial License Policy Changes:**

  1. BOCA GAMES reserves the right to modify, amend, or revoke the commercial use rights granted under this License, including but not limited to:

  • The right to implement a prior approval process for commercial uses.

  • The right to restrict, limit, or revoke granted commercial uses, all at its sole discretion.

  1. This reservation of rights is primarily intended to allow BOCA GAMES to effectively address and prevent potential conflicts among NFT holders, such as the use of similar trademarks, and to maintain the integrity and value of the BOCA GAMES Puzzle Champions brand. Such changes may be implemented for reasons including, but not limited to:

  • Market conditions.

  • Legal requirements.

  • Brand protection.

  • Conflict resolution among NFT holders.

  • Other business considerations.

However, it is expressly understood and agreed that this reservation of rights does not impose any obligation on BOCA GAMES to support the resolution of, or resolve any, dispute that may arise between BOCA GAMES Puzzle Champion NFT owners. BOCA GAMES retains the discretion to intervene in such disputes if it deems necessary but is not obligated to do so. NFT holders acknowledge that they are primarily responsible for resolving any conflicts or disputes among themselves.

  1. Any changes to this Commercial License Policy, including the implementation of a prior approval process, will be made through amendments to these Terms. Owners have the obligation to periodically review these Terms for any updates and changes. BOCA GAMES will provide notice of significant changes through our official channels (such as Discord and Medium), but the responsibility to stay informed of current Terms remains with the Owners.

**2.6 License Back to BOCA GAMES.**

You grant to BOCA GAMES an irrevocable, perpetual, exclusive, universe-wide, royalty-free, sublicensable, commercial and non-commercial license to publicly display and otherwise use Your BOCA GAMES Puzzle Champion Art alongside other BOCA GAMES Puzzle Champion Art for the purpose of promoting or exhibiting, or creating collections of BOCA GAMES Puzzle Champion Art. This license allows BOCA GAMES to use Your BOCA GAMES Puzzle Champion Art in various forms of collections, including but not limited to the entire BOCA GAMES Puzzle Champion collection or themed sub-collections based on specific characteristics or attributes of the BOCA GAMES Puzzle Champion Art. For clarity, this license permits BOCA GAMES to, including but not limited to:

  • Create and promote collections featuring all BOCA GAMES Puzzle Champion Art.

  • Curate and exhibit themed collections showcasing specific attributes (e.g., BOCA GAMES Puzzle Champions wearing hats, BOCA GAMES Puzzle Champions with certain backgrounds, or BOCA GAMES Puzzle Champions of a particular color scheme).

  • Use selected BOCA GAMES Puzzle Champion Art, including Your BOCA GAMES Puzzle Champion Art, in promotional materials, exhibitions, or products that may not include the entire collection.

  • Collaborate with third-party partners or affiliates to create and sell merchandise featuring BOCA GAMES Puzzle Champion collections or sub-collections (e.g., producing t-shirts with a selection of hat-wearing BOCA GAMES Puzzle Champions, or creating collectible figurines based on a themed sub-collection).

**SECTION 3: LICENSE RESTRICTIONS AND RESERVATIONS**

Notwithstanding the provisions of the preceding paragraphs, the License granted under these Terms is subject to the following restrictions and reservations:

  1. The License extends only to Your BOCA GAMES Puzzle Champion Art—meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise Your BOCA GAMES Puzzle Champion Art. Thus, while the License allows you to create and exploit Derivative BOCA GAMES Puzzle Champion Works, the License does not grant you rights in any individual element of Your BOCA GAMES Puzzle Champion Art, or a license to exploit any individual element separate and apart from Your BOCA GAMES Puzzle Champion Art.

  1. The License does not grant you any rights in or to BOCA GAMES' (or any other) trade names, brands, trade dress, or trademarks (e.g., "BOCA GAMES Puzzle Champions" or "BOCA GAMES"), all of which are expressly reserved to BOCA GAMES (collectively, "BOCA GAMES TM Rights"). You are strictly prohibited from using BOCA GAMES TM Rights under any circumstances. This prohibition encompasses all forms of use, including but not limited to commercial use, non-commercial use, and the creation of derivative works. Any unauthorized use of BOCA GAMES TM Rights shall constitute a material breach of these Terms and grounds for immediate termination of this License. You hereby agree that any BOCA GAMES TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to BOCA GAMES. For avoidance of doubt, this prohibition does not extend to Your BOCA GAMES Puzzle Champion Art, which you may use as permitted under these Terms and applicable law.

  1. Any application to register a trademark in Your BOCA GAMES Puzzle Champion Art must occur during the License Term and be based solely upon the actual use of the BOCA GAMES Puzzle Champion Art in commerce and solely for the goods or services in connection with which Your BOCA GAMES Puzzle Champion Art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your BOCA GAMES Puzzle Champion Art on an "intent to use" basis or where you otherwise have not used Your BOCA GAMES Puzzle Champion Art in commerce.

  1. You may not use Your BOCA GAMES Puzzle Champion Art in a manner that:

  • Promotes, markets, offers, sells, or provides any product or service by a competitor of BOCA GAMES, or in collaboration with any competitor's trademark, trade name, brand, logo, or other indication of origin.

  • Depicts firearms, including rifles, pistols, or other weapons.

  • Depicts tobacco products, pharmaceutical products, or regulated drugs (excluding alcohol), or any product containing these substances.

  • Depicts counterfeit products, illegal items, or activities.

  • Is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory, or otherwise objectionable or inappropriate as determined by BOCA GAMES at its discretion.

  • Promotes gambling, lottery, or similar activities without prior written consent from BOCA GAMES.

  1. You may not use Your BOCA GAMES Puzzle Champion Art in a manner that violates applicable law.

  1. You may not use Your BOCA GAMES Puzzle Champion Art in any manner that could damage, dilute, or tarnish the reputation of the BOCA GAMES Puzzle Champions brand or BOCA GAMES.

All rights not expressly granted herein are reserved by BOCA GAMES. BOCA GAMES reserves the right to determine, at its sole discretion, whether any use of BOCA GAMES Puzzle Champion Art violates these restrictions.

**SECTION 4: ENFORCEMENT**

**4.1 Copyright Notices.**

You may include the following copyright notice with Your BOCA GAMES Puzzle Champion Art: "BOCA GAMES Puzzle Champions © 2024 BOCA GAMES" (the "BOCA GAMES Copyright Notice"). Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative BOCA GAMES Puzzle Champion Work created during the License Term, provided that you also include the BOCA GAMES Copyright Notice. When using the BOCA GAMES Copyright Notice, you must ensure that it is clearly distinguished as a copyright notice and not misrepresented or used in a manner that could be mistaken for a trademark notice. You are expressly prohibited from using the BOCA GAMES Copyright Notice, or any part thereof, in a way that could imply or suggest trademark rights or create confusion with BOCA GAMES' trademarks.

However, you acknowledge and agree that the use of the BOCA GAMES Copyright Notice does not grant you any BOCA GAMES TM Rights. You must not use the BOCA GAMES Copyright Notice, or any part of it, in a manner that could be construed as asserting or implying trademark rights. Any attempt to use the copyright notice to create confusion with BOCA GAMES' trademarks or to misrepresent the nature of your rights is strictly prohibited and may result in the termination of your license.

**4.2 Copyright Registrations.**

Any application to obtain a copyright registration in Your BOCA GAMES Puzzle Champion Art shall identify "BOCA GAMES PTE. LTD." as the copyright owner of the BOCA GAMES Puzzle Champion Art. Any application to obtain a copyright registration in a Derivative BOCA GAMES Puzzle Champion Work may identify you or such other person you designate as the copyright owner but shall identify Your BOCA GAMES Puzzle Champion Art as a preexisting work upon which the Derivative BOCA GAMES Puzzle Champion Work is based.

**4.3 Actions.**

To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your BOCA GAMES Puzzle Champion Art, you agree that:

  • Any such claim shall be based solely upon the unauthorized use of Your BOCA GAMES Puzzle Champion Art, not other BOCA GAMES Puzzle Champion Art—for example, on the ground that the other BOCA GAMES Puzzle Champion Art is substantially similar to Your BOCA GAMES Puzzle Champion Art; and

  • BOCA GAMES may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.

**4.4 Disputes Among Owners.**

BOCA GAMES has no obligation to support the resolution of, or resolve any, dispute that may arise between BOCA GAMES Puzzle Champion NFT owners.

**SECTION 5: TRANSFERS**

**5.1 No Decoupling.**

Except as expressly provided herein, ownership of a BOCA GAMES Puzzle Champion and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your BOCA GAMES Puzzle Champion.

**5.2 Termination of License.**

Upon the transfer of Your BOCA GAMES Puzzle Champion to a new Owner, as recorded by the BOCA GAMES Puzzle Champions Smart Contract:

  • Your License hereunder shall immediately and automatically terminate;

  • You must discontinue any use of Your BOCA GAMES Puzzle Champion Art as a trademark or other source identifier; and

  • Any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.

**5.3 Published BOCA GAMES Puzzle Champion Works.**

If, during the License Term, you create and make available to the public a work using Your BOCA GAMES Puzzle Champion Art (a "Published BOCA GAMES Puzzle Champion Work"), you may, unless otherwise specified in these Terms, continue to use and exploit that Published BOCA GAMES Puzzle Champion Work in accordance with these Terms after the License Term; provided, however, that:

  • You will be responsible for any obligations or liabilities arising from your continued use of the Published BOCA GAMES Puzzle Champion Work after the License Term; and

  • This privilege does not allow you to use the BOCA GAMES Puzzle Champion Art to create any new works or materials after the License Term. Thus, for example:

  • A digital series featuring Your BOCA GAMES Puzzle Champion Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the BOCA GAMES Puzzle Champion Art would require a license from the new Owner.

  • After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your BOCA GAMES Puzzle Champion Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the BOCA GAMES Puzzle Champion Art would require a license from the new Owner.

**SECTION 6: OWNER'S REPRESENTATIONS AND WARRANTIES**

Owner represents and warrants that Owner:

  1. has the full right, power, and authority to agree to these Terms;

  2. is over the age of majority and has the legal capacity to enter into these Terms;

  3. will only use and interact with any BOCA GAMES Puzzle Champion and BOCA GAMES Puzzle Champion Art in accordance with these Terms;

  4. will comply with all applicable laws in the exercise of its rights and obligations under these Terms and will not violate any right of BOCA GAMES, its licensors, or any right of any third party;

  5. and in the case where Owner is accepting these Terms on behalf of a body corporate, Owner's ultimate beneficial owners, related corporations, directors or officers, employees, agents, or other person acting on Owner's behalf are not:

  • the subject of sanctions administered or enforced by Singapore, the European Union, any country in the European Union, the United Nations Security Council, or any other country or governmental authority (including the Monetary Authority of Singapore);

  • a citizen of, located in, resident in, or organized under the laws of, any jurisdiction that has been designated as a high-risk jurisdiction subject to a call for action by international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force;

  • a citizen of, located in, resident in, or organized under the laws of any of the following jurisdictions: Afghanistan, Belarus, Central African Republic, Democratic Republic of Congo, Iran, Libya, North Korea, Somalia, South Sudan, Sudan, Syria, Russian Federation, Yemen, or any other country subject to international sanctions;

  • a foreign or domestic politically exposed person (i.e., individuals who are or have been entrusted with prominent public functions by a country, for example heads of state or heads of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations, important political party officials);

**SECTION 7: DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY**

  1. EACH BOCA GAMES Puzzle Champion AND BOCA GAMES Puzzle Champion ART IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, BOCA GAMES EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

  1. BOCA GAMES Puzzle Champions are intangible digital assets that exist only by virtue of the ownership record maintained on the Ronin blockchain. Any transfer of ownership that might occur in any unique digital asset occurs on the decentralized ledger within the Ronin network, which BOCA GAMES does not control.

  1. BOCA GAMES WILL NOT BE RESPONSIBLE OR LIABLE TO OWNER FOR ANY LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY BOCA GAMES Puzzle Champion OR BOCA GAMES Puzzle Champion ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO OWNER FOR, ANY USE OF OR INABILITY TO USE ANY BOCA GAMES Puzzle Champion OR BOCA GAMES Puzzle Champion ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM:

  • USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES;

  • THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE;

  • DATA LOSS OR CORRUPTION;

  • ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS;

  • UNAUTHORIZED ACCESS TO ANY BOCA GAMES Puzzle Champion OR BOCA GAMES Puzzle Champion ART; OR

  • THE ACTS OR OMISSIONS OF ANY THIRD PARTY.

  1. OWNERS SHALL ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT BOCA GAMES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO BOCA GAMES’ GROSS NEGLIGENCE.

  1. BY PURCHASING OR OWNING A BOCA GAMES PUZZLE CHAMPION, OWNER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BOCA GAMES AND OWNER.

  1. Notwithstanding the provisions of the preceding paragraphs, IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE-MENTIONED DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

**SECTION 8: ASSUMPTION OF RISK**

OWNER ACCEPTS AND ACKNOWLEDGES ALL RISKS ASSOCIATED WITH THE FOLLOWING:

  1. BOCA GAMES Puzzle Champions and BOCA GAMES Puzzle Champion Art may be used in myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring a BOCA GAMES Puzzle Champion, including to understand what previous and existing uses have been made of the BOCA GAMES Puzzle Champion and BOCA GAMES Puzzle Champion Art and how those uses may affect value, any purchase of a BOCA GAMES Puzzle Champion is at the purchaser's own risk. BOCA GAMES is not responsible for verifying or providing information on how a BOCA GAMES Puzzle Champion or its BOCA GAMES Puzzle Champion Art have been exploited. Additional documentation from an NFT holder may be necessary or prudent.

  1. NFTs, digital assets and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value of your BOCA GAMES Puzzle Champion and BOCA GAMES Puzzle Champion Art. OWNERS understand and accept all risk in this regard.

  1. OWNERS assume all responsibility for any adverse effects of disruptions or other issues impacting the Ronin Network or the Mavis Market platform.

  1. BOCA GAMES is not responsible for determining or paying any taxes that apply to any Owner's purchase, sale, or transfer of rights in each BOCA GAMES Puzzle Champions. As between the parties, Owner is solely responsible for determining what, if any, taxes apply to such transactions.

  1. Transactions involving BOCA GAMES Puzzle Champions and BOCA GAMES Puzzle Champions Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that BOCA GAMES provides links or access to third-party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

**SECTION 9: INDEMNITY**

  1. OWNER shall defend, indemnify, and hold BOCA GAMES, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any BOCA GAMES Puzzle Champions and BOCA GAMES Puzzle Champions Art, whether or not such person personally purchased a BOCA GAMES Puzzle Champions) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with:

  • Your access to or use of any NFT marketplace or third-party services or products;

  • Your breach or alleged breach of these Terms;

  • Your exercise or attempted exercise of the License; or

  • Your actual or alleged violation of applicable law.

  1. Counsel to be used in the defense of such claim must be approved by BOCA GAMES in writing prior to retention of such counsel and, upon BOCA GAMES’ request, OWNERS shall allow BOCA GAMES to participate in the defense of any such claims. OWNERS shall not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without prior written consent of BOCA GAMES.

  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY BOCA GAMES PUZZLE CHAMPIONS AND BOCA GAMES PUZZLE CHAMPIONS ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BOCA GAMES OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ANY INDEMNIFIED PARTY'S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.

**SECTION 10: DISPUTE RESOLUTION**

**10.1 Governing Law and Jurisdiction.**

These Terms are governed by the laws of Panama. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the BOCA GAMES Puzzle Champions and BOCA GAMES Puzzle Champions Art ("Dispute") must be resolved in the courts of Panama.

**10.2 Class Action Waiver.**

YOU AND BOCA GAMES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with a party's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

**10.3 Severability.**

With the exception of any of the provisions in Section 10.2 (Class Action Waiver), if a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

**SECTION 11: AMENDMENTS**

BOCA GAMES reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on [https://BOCA.games], or any successor website.

**SECTION 12: MISCELLANEOUS**

  1. The License applies only to the BOCA GAMES Puzzle Champions on Ronin blockchain. Thus, for example, if a fork or other event purports to result in duplicate BOCA GAMES Puzzle Champions, only the non-fungible token recorded on the Ronin blockchain will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by BOCA GAMES is void ab initio.

  1. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.

  1. These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in these Terms or as the parties may agree in writing.

  1. Failure to promptly enforce a provision of these Terms or any rights related to the BOCA GAMES Puzzle Champions and BOCA GAMES Puzzle Champions Art will not be construed as a waiver of such provision or rights.

  1. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.

  1. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein.

  1. The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.

  1. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.

  1. For purposes of these Terms, the words and phrases "include," "includes," "including," and "such as" are deemed to be followed by the words "without limitation".

  1. Owner may give notice to BOCA GAMES by contacting BOCA GAMES at help@boca.games. Notice is effective upon receipt.

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