By obtaining a unique, non-fungible token (such non-fungible token, an “NFT”), either by purchase or redemption on thetadrop.com (the “Site”), which is operated by Theta Labs, Inc. (“Theta”), or a subsequent transfer from the prior owner of the NFT, you agree to these NFT Digital Collectible Terms by and between you and Sony Electronics Inc. (“Sony”) (collectively, the “Terms”).
You agree that Sony may update these Terms at any time, in its sole discretion and for any purpose, including, without limitation, (1) to reflect changes in the usage of the NFT, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm, by posting an updated version of these Terms at the URL at which you are viewing these Terms (or a successor URL indicated by these Terms).
The NFT resides on the Theta blockchain network (the “Theta Network”) and is specifically associated with one or more works of authorship owned or controlled by Sony (“Digital Content”) such that, if you own the NFT, you can access such Digital Content through the NFT pursuant to these Terms (each NFT combined with the right to access the Digital Content associated with such NFT (subject to the terms and conditions of these Terms) shall be collectively referred to as the “Digital Collectible”). It is important to understand, and you hereby acknowledge and agree, that the NFT is separate from the Digital Content; the NFT itself is sold or otherwise transferred to you and, by owning the NFT, you receive the rights to access the Digital Content through the NFT, subject to and in accordance with these Terms. The Digital Content is neither stored nor embedded in the NFT, but is accessible through the NFT, subject to compliance with these Terms. Sony reserves the right at any time, in its sole discretion, to update or replace the Digital Content associated with each NFT, including, without limitation, to make corrections or for compatibility purposes.
Subject to your compliance with these Terms, Sony hereby grants to you, to the extent of Sony’s rights in the Digital Content, and solely for so long as you own the NFT, the worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable right to access, view, and/or display the Digital Content associated with the NFT as part of the Digital Collectible, solely for your own personal, non-commercial use. Except as expressly set forth herein, all rights in the Digital Content are expressly reserved by Sony and the NFT you obtained does not include any rights to the Digital Content. Without limiting the foregoing, and for the avoidance of doubt, your ownership, possession, or control of the NFT does not provide you any ownership, copyright, title, or similar interest in any Digital Content.
In connection with the Digital Collectible, you have no rights to and may not, nor may you permit any third party to, do or attempt to do any of the following without Sony’s express prior written consent in each case: (i) modify the Digital Content associated with the Digital Collectible in any way, including, without limitation, the sounds, shapes, designs, drawings, attributes or color schemes; (ii) use the Digital Content associated with your Digital Collectible, including the name, likeness, image or persona of any individual or character associated with such Digital Content (“Persona”), or any other elements of the Digital Content, to advertise, market, promote, or sell any product or service or otherwise use the Digital Content or any Persona associated with your Digital Collectible for your or any third party’s commercial benefit; (iii) use the Digital Content or any Persona associated with your Digital Collectible in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, X-rated material, nudity or partial nudity, materials exposing cruelty, physical, or emotional acts against any person or animal that are primarily intended to hurt or inflict pain, any prescription or habit-forming drugs, drug-related paraphernalia, firearms, tobacco products, alcohol, gambling, embarrassing personal hygiene products, adult-oriented or salacious products or services, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or reasonably be likely to harm Sony's (or any of its licensors' or licensees’) names, brands, or reputation or contravenes applicable laws or Sony's policies or guidelines; (iv) use the Digital Content in movies, videos, or any other forms of media, including, without limitation, the creation or minting of any new non-fungible tokens; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain) or otherwise commercialize merchandise that includes, contains or consists of the Digital Content (including any elements thereof) or any Persona associated with the Digital Collectible; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in or to the Digital Content or any Persona associated with the Digital Collectible(s); (vii) otherwise utilize the Digital Content and the Digital Collectible for your or any third party's commercial benefit or personal gain (including, without limitation, crowd-funding or similar activities); (viii) create, sell, or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible; or (ix) separate, unlink, or decouple the Digital Content or any Persona from the NFT with which it is associated to form the Digital Collectible. Sony may use or implement technical measures with respect to the security of the Digital Content or Digital Collectible and you will not take any action to interfere with, circumvent, disable or otherwise obstruct any such security-related features or other digital rights management functions associated with the Digital Content or Digital Collectible or reverse engineer or take any other action that may affect the technology associated therewith.
The Digital Collectible may incorporate intellectual property, including, for example, copyrighted materials, trade names, trademarks or service marks, Digital Content and Persona, of Sony or its licensors (the “IP”). As between you and Sony, the Digital Content and all other such IP is owned by Sony. Your use of such IP is subject to the rights granted above and any additional restrictions imposed by the owner(s) of such IP to the extent that Sony informs you of such additional restrictions, and you may not use any such 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 IP. All use of such IP, including any goodwill generated by such use, shall inure to the benefit of Sony, and its parent, subsidiaries, affiliates and/or its and their licensors, as applicable.
The Digital Collectible is made available from the United States and is not intended by Sony and its affiliates to be subject to any non-U.S. jurisdiction or law. The Digital Collectible may not be appropriate or available for use in some non-U.S. jurisdictions. Any use, sale or transfer of the Digital Collectible is at your own risk, and you must comply with all applicable laws, rules and regulations in connection with any such activities.
THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE U.S. FEDERAL SECURITIES LAWS, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
The limited license set forth in Section 2 applies only to the extent you continue to own the NFT. You may sell, assign or otherwise transfer the NFT to a third party, provided that the following conditions are met:
a. such sale, assignment or other transfer is conducted through an online non-fungible token platform that cryptographically verifies that you are the actual owner of the NFT being transferred (“Platform”);
b. such sale, assignment or other transfer must comply with (i) such Platform’s applicable terms and (ii) any applicable laws, regulations, regulatory guidance, and rules;
c. prior to such sale, assignment or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s use of (including any access to) the Digital Collectible will be conditional upon such transferee entering into the then-current version of these Terms, and (ii) ensure that such transferee is provided with an opportunity to review these Terms; and
d. such secondary sale, assignment or other transfer, and any future sale, assignment or other transfer by the secondary purchaser, assignee or transferee shall be free of any commission, royalty and/or other forms of percentage based transaction fees. The foregoing restriction shall be set in the NFT smart contract.
If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason through any means, your rights under Section 2 will immediately terminate (without the requirement of notice) with respect to the Digital Content associated with your NFT. Your rights under Section 2 will also immediately terminate (without the requirement of notice) if you breach these Terms.
SONY PROVIDES THE NFT, AND GRANTS THE RIGHTS DESCRIBED HEREIN TO THE DIGITAL CONTENT ASSOCIATED WITH SUCH NFT, TO YOU, ON AN “AS IS” BASIS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT (A) THE DIGITAL CONTENT ASSOCIATED WITH THE NFT YOU HAVE RECEIVED IS NOT NECESSARILY RARE, UNIQUE OR EXCLUSIVE, (B) THERE MAY BE IDENTICAL COPIES OF THE DIGITAL CONTENT ASSOCIATED WITH THE NFT THAT YOU HAVE RECEIVED AND THIRD PARTIES MAY BE ABLE TO ACCESS THE CONTENT ASSOCIATED WITH THE NFT WITHOUT OWNING THE NFT, (C) SONY MAKES NO CLAIMS WITH RESPECT TO IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE DIGITAL CONTENT, DIGITAL COLLECTIBLE OR NFT THAT YOU HAVE RECEIVED, (D) YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY NFT YOU RECEIVE OR OF ANY LINKED OR ASSOCIATED DIGITAL CONTENT OR THE DIGITAL COLLECTIBLE, (E) IN NO EVENT WILL YOU HAVE RECOURSE AGAINST SONY OR ITS LICENSORS FOR ANY CLAIMS OR LOSSES WITH RESPECT TO ANY NFT YOU HAVE RECEIVED OR ANY DIGITAL CONTENT ASSOCIATED WITH SUCH NFT, (F) THE SITE IS OPERATED BY THETA, NOT BY SONY OR ANY AFFILIATE OF SONY, AND YOUR PURCHASE OR RECEIPT OF A TRANSFER OF THE NFT IS A TRANSACTION BETWEEN YOU AND THETA OR BETWEEN YOU AND THE RESELLER OF THE NFT, AS APPLICABLE, NOT WITH SONY OR ANY AFFILIATE OF SONY, AND (G) THE DIGITAL CONTENT MAY REQUIRE CERTAIN SPECIFIC HARDWARE, SOFTWARE OR FIRMWARE TO BE ACCESSIBLE, BE VIEWABLE OR OPERATE. IN NO EVENT WILL SONY OR ITS AFFILIATES, OR ITS AND THEIR LICENSORS, BE LIABLE FOR ANY (I) LOSS OF, OR INABILITY FOR YOU TO ACCESS, VIEW OR OPERATE, THE DIGITAL CONTENT, DIGITAL COLLECTIBLE, OR PLATFORM FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY DOWNTIME, FAILURE, OBSOLESCENCE, REMOVAL, TERMINATION, FAILURE TO IMPLEMENT ANY TECHNICAL OR OTHER CONTINGENCIES, OR OTHER DISRUPTION RELATING TO THE STORAGE OF OR ACCESS TO ANY DIGITAL CONTENT, DIGITAL COLLECTIBLE, OR PLATFORM, (II) INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) ANY ISSUES ARISING OUT OF YOUR USE OF THE SITE OR IN DEALING WITH THETA. THE MAXIMUM AGGREGATE LIABILITY OF SONY, ITS AFFILIATES AND ITS AND THEIR LICENSORS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE ONE HUNDRED U.S. DOLLARS ($100).
You agree that you shall defend, indemnify and hold harmless Sony and its, parent, subsidiaries and other affiliates, and each of their respective directors, officers, employees, licensors, content providers, agents and representatives (“Sony Group”), from and against any third-party claim or action arising from your breach or alleged breach of these Terms or any unauthorized use of the Digital Content or the Digital Collectible, and any and all costs, expenses and losses relating thereto.
Dispute Resolution (Including Binding Arbitration):
“Dispute” is defined as any disagreement, cause of action, claim, controversy, or proceeding between you and Sony Group related to or arising out of our Services or the terms of this Agreement. Dispute is to be given the broadest possible meaning that will be enforced.
You and Sony agree that all Disputes shall be resolved exclusively through binding arbitration. YOU UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ANY DISPUTES IN COURT. You also agree that ANY DISPUTE RESOLUTION PROCEEDING WILL ONLY CONSIDER YOUR INDIVIDUAL CLAIMS, AND BOTH PARTIES AGREE NOT TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Despite the above, you have the right to litigate any Dispute on an individual basis in small claims court or other similar court of limited jurisdiction, to the extent the amount at issue does not exceed $15,000, and as long as such court has proper jurisdiction and all other requirements (including amount in controversy) are satisfied.
Arbitration Instructions. To begin Arbitration, either you or Sony must make a written demand to the other for arbitration. The Arbitration will take place before a single arbitrator. It will be administered in keeping with the Expedited Procedures of the Commercial Arbitration Rules, and the Supplementary Proceedings for Consumer-Related disputes when applicable (“Rules”) of the American Arbitration Association (“AAA”) in effect when the claim is filed. You may get a copy of AAA’s Rules by contacting AAA at 1-800-778-7879 or visiting www.adr.org. The filing fees to begin and carry out arbitration will be shared between you and Sony, but in no event shall your fees ever exceed the amount allowable by the special rules for Consumers Disputes provided for by AAA, at which point Sony will cover all additional administrative fees and expenses. This does not prohibit the Arbitrator from giving the winning party their fees and expenses of the arbitration when appropriate pursuant to the Rules. Unless you and Sony agree differently, the arbitration will take place in the county and state where you live, and applicable federal or state law shall govern the substance of any Dispute during the arbitration. However, the Federal Arbitration Act, 9 U.S.C. § 1, et seq., will govern the arbitration itself and not any state law on arbitration. If you purchase the Product in the United States, but subsequently live outside of the United States, arbitration will take place in the county in which you purchased the Product. The Arbitrator’s decision will be binding and final, except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may award declaratory or injunctive relief only to the extent necessary to provide relief warranted by that party’s individual claim, and any court with jurisdiction over the parties may enforce the arbitrator’s decision.
Opt-Out Instructions. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION, THEN: (1) you must notify Sony in writing within 30 days of the date that you purchased or redeemed the NFT; (2) your written notification must be mailed to Sony Electronics Inc., 16535 Via Esprillo, MZ 1105, San Diego CA 92127, Attn: Legal Department; AND (3) your written notification must include (a) your NAME, (b) your ADDRESS, (c) the DATE you purchased the Product, and (d) a clear statement that “YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY SONY ELECTRONICS ENTITY THROUGH ARBITRATION AND/OR BE BOUND BY THE CLASS ACTION WAIVER.”
These Terms do not, and shall not be construed to, create any partnership, joint venture or agency between you and Sony. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions; provided, however, that to the extent such a provision can be revised such that it is enforceable, then such provision shall be deemed to be revised to effectuate, to the maximum extent enforceable under applicable law, the intent of such provision. You shall not assign, transfer or otherwise dispose of these Terms (including any of your rights or obligations under these Terms), and any purported assignment, transfer or other disposition shall be null and void. These Terms constitute the entire agreement between you and Sony with respect to the NFT and the Digital Collectible and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Sony relating to the NFT, the Digital Content, or the Digital Collectible. In the event of a conflict between these Terms and any Platform Terms, these Terms control.
You agree that, in addition to Sony, each of Sony’s affiliates and licensors, as applicable, associated with the Digital Content, are expressly intended third-party beneficiaries of these Terms and will have the right to enforce these Terms and any of its rights hereunder against you.
Effective Date: April 5, 2022