USTA - Additional NFT Terms

1. NFT Description. Through the Service you may be permitted to purchase or place a bid on and subsequently pay for (together, “Purchase”) certain non-fungible tokens created by or on behalf of the United States Tennis Association Incorporated, a New York not for profit corporation with offices at 70 West Red Oak Lane, White Plains, New York 10604-3602 (“USTA”) and offered for sale by Bitski, Inc. (“Bitski”) (such non-fungible tokens, “NFTs”). These Additional NFT Terms (“Additional Terms”) describe your rights and obligations with respect to such NFTs.
2. Ownership and License.
   1. Ownership. Purchasing an NFT via Bitski entitles you to the ownership of the NFT. Except as set forth below, you may use or resell the NFT as you choose, provided that any purchaser of a resold NFT (“Secondary Sale”) will also be subject to these Additional Terms. Immediately following any Secondary Sale, your ownership of the NFT and any associated licenses provided under these Additional Terms will terminate. Your purchase of, and the transfer of ownership of, the NFT is subject to your agreeing to these Additional Terms, any applicable Auction Terms of Use, and the Bitski Terms of Service. As between you and USTA, and notwithstanding any term or condition of the Bitski Terms of Service, in the event of any conflict between the Bitski Terms of Service, any applicable Auction Terms of Use, and these Additional Terms, the terms shall control in the following order: these Additional Terms, the Auction Terms of Use, and the Bitski Terms of Service.
   2. License. Subject to your complete and ongoing compliance with these Additional Terms, the Bitski Terms of Service, and any other terms governing your relationship with USTA or Bitski, USTA grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license to use any intellectual property (or related intellectual property rights) included in the NFT (such intellectual property, including any name, image, likeness, art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be included in such NFT, “NFT IP”) solely (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies your right to display the NFT IP to ensure that only the actual owner of such NFT can display the such NFT IP; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each the NFT owner’s rights to display the NFT IP for their NFT to ensure that only the actual owner of such NFT can display the NFT IP, and provided that the NFT IP is no longer visible once the owner of the NFT leaves the website/application. For clarity, except for the foregoing license, neither your purchase of the NFT nor these Additional Terms grant you any other license or rights to any NFT IP.
   3. License and Use Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
      1. Profit from, license or otherwise commercialize in any way the NFT or its contents, including in connection with the marketing, advertising, or selling of any third-party product (including giving away such products in the hopes of eventually commercial gain), except as part of a Secondary Sale;
      2. Modify the NFT or its contents in any way or combine the NFT or its contents with, or embed the NFT or its contents into, any digital or other content or media;
      3. Use the NFT or its contents in any manner which infringes upon the intellectual property rights of any person or entity;
      4. Use the NFT in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of USTA and its employees or any tennis player, tournament or organization; and
      5. Commit any of the foregoing actions with respect to the NFT IP:
3. Use the NFT IP except as incorporated in the NFT; or
4. Encourage or permit any third party to do any of the foregoing.
   1. Royalties. Ten percent (10%) of any amounts payable to you upon a Secondary Sale on the OpenSea.io platform or any other platform shall be remitted to USTA as a royalty hereunder.
5. Disclaimer. NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL NFT SMART CONTRACTS OPERATE ON THE DECENTRALIZED ETHEREUM LEDGER. BITSKI, USTA AND ITS EMPLOYEES, AND ANY TENNIS PLAYER, TOURNAMENT OR ORGANIZATION HAVE NO CONTROL OVER AND MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ETHEREUM OR SMART CONTRACTS. YOU AGREE THAT BITSKI, USTA AND ITS EMPLOYEES, AND ANY TENNIS PLAYER, TOURNAMENT OR ORGANIZATION ARE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO THE NFT, THE ETHEREUM BLOCKCHAIN, YOUR DIGITAL WALLET, OR SMART CONTRACTS**.**
6. Eligibility. In order to purchase the NFT you must be 18 years of age or older or the age of majority in your jurisdiction, whichever is greater.
7. Assumption of Risk. The value of NFTs is subjective and therefore can be volatile. NFTs and similar assets are collectibles and have no inherent or intrinsic value. Bitski, USTA and its employees, and any tennis player, tournament or organization do not and cannot guarantee that any NFTs purchased will retain their original value. You agree to assume all risk associated with the use and value of the NFT.
8. Governing Law. These Additional Terms shall be governed by the laws of the State of New York.
9. Arbitration; No Class Action.

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Your purchase of an NFT constitutes your acceptance of this Arbitration provision.As a condition to purchasing the NFT, you and we agree that any and all disputes, claims and causes of action (collectively, "Claims") arising out of or connected with the NFT (except for small claims court Claims, if applicable) shall be resolved exclusively by binding arbitration under the rules of the American Arbitration Association ("AAA"), including the Supplementary Procedures for Consumer Related Disputes, for full and final settlement of such Claim applying the Federal Arbitration Act and other federal arbitration laws. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OF OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) EITHER YOU OR WE MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.