NBA G League Terms and Conditions for the Purchase of Non-Fungible Tokens as Part of the NBA G League NFT Auction
LAST UPDATED ON AUGUST 5, 2021
These Terms and Conditions constitute a legally binding agreement (“Agreement”) between you (“Purchaser” or “You” or “Your”) and NBA Development League, LLC (“NBADL”), governing your purchase of NFTs (defined below) as part of the NBA G League Auction (the “Auction”). BY BIDDING ON OR MAKING A PURCHASE AS PART OF THE AUCTION, PURCHASER EXPRESSLY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. Purchaser must agree to the terms of this Agreement in order to bid on or make a purchase as part of the Auction.
By entering into this Agreement, and/or by Purchaser participating in the Auction, Purchaser expressly acknowledges that Purchaser understands this Agreement and accept all of its terms. IF PURCHASER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PURCHASE MAY NOT PARTICIPATE IN THE AUCTION.
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which Purchaser acquires Licensed Rights (defined below).
“Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of the NBA G League and/or its related league known as the National Basketball Association (“NBA”).
"NFT" means any blockchain-tracked, non-fungible token.
“Licensed Rights” with respect to an NFT means Purchaser’s rights to a Licensed NFT of which Purchaser is the current rightful licensee and which Purchaser acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Licensed NFT” means an NFT from the Auction for which Purchaser successfully provided the highest bid.
“NBADL Parties” means NBADL, the NBA G League and its teams, NBA Media Ventures LLC, the NBA and its member teams, and NBA Properties, Inc., and each of their parent, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors and employees.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
- Ownership. Purchaser acknowledges and agrees that NBADL (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that Purchaser has in and to the Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. NBADL and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to Purchaser in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Purchaser’s decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
- Grant of License:(a) Definition of Licensed NFT. Purchaser acknowledges and agree that in the event that Purchaser is the highest bidder as part of an Auction for a particular NFT (each, a “Licensed NFT”), such Licensed NFT is made available solely for entertainment and personal purposes. Without limiting the foregoing and subject to Purchaser’s continued compliance with this Agreement, NBADL grants you a worldwide, non-exclusive, non-transferable (except as specifically provided herein), royalty-free license to display the Licensed NFT, solely for Purchaser’s own personal, non-commercial use.
(b) Permissible Transfers of Purchaser’s Licensed NFT. Purchaser has the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all of the terms of this Agreement; (ii) NBADL is paid ten percent (10%) of the gross amounts paid by the transferee relating to the Licensed NFT, including, but not limited to, any transfer price and any other related compensation (e.g., (1) if the transfer price is the Equivalent of $100,000 then NBADL will be entitled to the Equivalent of $10,000, or (2) if the transfer price is Equivalent to $100,000 and an additional $50,000 is paid as related use fee then MBL would be entitled to $15,000) and such payment shall be paid on the same terms and at the same time as the transferor is paid, (iii) Purchaser has not breached this Agreement prior to the transfer; (iv) Purchaser’s license to the Licensed NFT has not been terminated prior to the transfer; and (v) the transferee provides NBADL with a valid e-mail address. Purchaser acknowledges and agrees that any such transfer will require a fee payable to NBADL by such party relating to the Licensed NFT in addition to any additional fees imposed or required by the platform through which Purchaser is transferring the Licensed NFT.
- Reservation of Intellectual Property Rights:Purchaser agrees that Purchaser may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from NBADL in each case (which consent may be withheld, conditioned or delayed by NBADL in its sole discretion): (i) modify the Licensed NFT, Name and Likeness and/or Art for Purchaser’s Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Licensed NFT, Name and Likeness and/or Art for Purchaser’s Licensed NFTs to advertise, market, or sell any product or service; (iii) use the Licensed NFT, Name and Likeness and/or Art from Purchaser’s Licensed NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (iv) use the Licensed NFT, Name and Likeness and/or Art from Purchaser’s Licensed NFTs in movies, videos, or any other forms of media, except solely for Purchaser’s own personal, non-commercial use; (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 Licensed NFT, Name and Likeness and/or Art from Purchaser’s Licensed NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Purchaser’s Licensed NFTs; or (vii) otherwise utilize the Art from Purchaser’s Licensed NFTs for Purchaser’s or any third party’s commercial benefit.
To the extent that the Licensed NFT, Name and Likeness and/or Art associated with Purchaser’s Licensed NFTs contains Third Party IP, Purchaser understands and agrees as follows: (i) that Purchaser will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, NBADL may need to pass through additional terms and/or restrictions on Purchaser’s ability to use the Art; and (iii) to the extent that NBADL informs Purchaser of such additional restrictions in writing (email is permissible), Purchaser will be responsible for complying with all such restrictions from the date that Purchaser receives the notice, and that failure to do so will be deemed a breach of this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
- Termination of the License:The Licensed Rights granted to Purchaser hereunder shall automatically terminate and all rights shall return to NBADL if: (i) at any time Purchaser sells, trades, donates, gives away, transfers, or otherwise disposes of Purchaser’s Licensed NFT for any reason except as specially provided in Section 3 of this Agreement; (ii) the email address Purchaser provides to NBADL is no longer valid; (iii) Purchaser breaches any provision of this Agreement; (iii) Purchaser has a trustee, receiver or similar party appointed for Purchaser’s property, become insolvent, acknowledge Purchaser insolvency in any manner, make an assignment for the benefit of Purchaser’s creditors, or file a petition of bankruptcy; (iv) Purchaser engages in any unlawful business practice related to the Licensed NFT; (iv) Purchaser initiates any legal actions against any of the NBADL Parties and/or any of their parent, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys and employees; or (v) Purchaser disparages any of the NBADL Parties or any parties related to any of them.
- Disclaimer of Warranties & Limitation of Liability:ALL LICENSED NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE NBADL PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE NBADL PARTIES BE LIABLE TO PURCHASER FOR 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 FOR 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 NFT, INCLUDING, BUT NOT LIMITED TO ,THE LICENSED NFT, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING, BUT NOT LIMITED TO, THE PUBLIC BLOCKCHAIN. PURCHASER AGREES THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NBADL PARTIES’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY PURCHASER TO NBADL FOR THE APPLICABLE LICENSED NFT. PURCHASER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND PURCHASER AGREES THAT NBADL HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO NBADL’S GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO PURCHASER, THE LIMITATIONS WILL APPLY TO PURCHASER ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. PLEASE BE AWARE THAT THIS LIMITATION OF LIABILITY PROVISION APPLIES TO NEW JERSEY RESIDENTS (AND RESIDENTS OF ANY OTHER STATES, TERRITORIES, AND/OR JURISDICTION).
- Assumption of Risk: As noted above, the Licensed NFTs are made available solely for personal and entertainment purposes. Purchaser agrees that Purchaser assumes the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) Purchaser owns, including Purchaser’s Licensed NFT, and there is no guarantee that Purchaser Licensed NFTs will have or retain any value; (B) the commercial or market value on a Licensed NFT that Purchaser purchases may materially diminish in value as a result of a variety of things such as negative publicity in connection with the team; (C) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Purchaser’s digital “wallet” or elsewhere, and the NBADL Parties will not be responsible for any of these, however caused; (D) the NBADL Parties do not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including, without limitation, Licensed NFTs; (F) the NBADL Parties do not make any promises or guarantees related to the public blockchain or any other third parties related to this Auction and each of their applications and/or services, including, but not limited to, the continued availability of either and/or the protection and/or storage of any data Purchaser provides to those parties; (G) the risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not backed by any government; and (M) the NBADL Parties are not responsible for any transaction between Purchaser and a third party (e.g., Purchaser’s transfer of a Licensed NFT from a third party on the so-called “secondary market”), and the NBADL Parties shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, Purchaser acknowledges that Purchaser has obtained sufficient information to make an informed decision to license the Licensed NFT and that Purchaser understands and agree that Purchaser is solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for Purchaser. NBADL and the NBADL Parties cannot and do not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets Purchaser’s requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. NBADL and the NBADL Parties cannot and do not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. Purchaser accepts and acknowledges that NBADL and the NBADL Parties will not be responsible for any communication failures, disruptions, errors, distortions or delays Purchaser may experience related to the Auction.
- Disputes/Choice of Law: The Auctions, and corresponding purchases of any NFTs, shall be exclusively governed by, construed, and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law.
EXCEPT WHERE PROHIBITED, EACH PURCHASER AGREES THAT: (1) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS INCURRED, BUT IN NO EVENT ATTORNEYS’ FEES; (2) NO PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, MAY BE AWARDED (COLLECTIVELY, “SPECIAL DAMAGES”), AND (3) PURCHASER HEREBY WAIVES ALL RIGHTS TO CLAIM SPECIAL DAMAGES AND ALL RIGHTS TO HAVE SUCH DAMAGES MULTIPLIED OR INCREASED.
- Changes To This Agreement:NBADL may make changes to this Agreement from time to time. When NBADL makes such changes, NBADL will make the updated agreement available on this website and update the “last updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Purchaser’s continued access to or use of the Licensed NFT and the Art after this Agreement has been updated will constitute Purchaser’s binding acceptance of the updates.
- Eligibility: Participation in the Auction is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. If you are under the age of eighteen (18) or otherwise cannot lawfully enter into a contract, you must have your parent or guardian place a bid or an order in connection with the Auction. When you place a bid or an order in connection with the Auction you are representing that you have the legal right to enter into a contract, and we rely on that representation.
- Indemnity: PURCHASER WILL DEFEND, INDEMNIFY, AND HOLD NBADL AND THE NBADL PARTIES, INCLUDING EACH OF ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS, HARMLESS FROM ANY CLAIMS, ACTIONS, SUITS, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATING TO OR ARISING OUT OF PURCHASER’S LICENSE, SALE OR POSSESSION OF THE LICENSED NFT AND/OR PURCHASER’S PARTICIPATION IN THE AUCTION, INCLUDING: (1) PURCHASER’S BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE; (2) PURCHASER’S VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY AS A RESULT OF PURCHASER’S OWN INTERACTION WITH SUCH THIRD PARTY; (3) ANY ALLEGATION THAT ANY MATERIALS THAT PURCHASER SUBMITS TO NBADL OR TRANSMITS IN THE COURSE OF THE AUCTION, COMMUNICATIONS SEEKING NBADL’S CONSENT TO ACTIVITIES OR OTHERWISE, INFRINGE OR OTHERWISE VIOLATE THE COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY; AND/OR (4) ANY OTHER ACTIVITIES IN CONNECTION WITH THE AUCTION OR THE LICENSED NFT. THIS INDEMNITY SHALL BE APPLICABLE WITHOUT REGARD TO THE NEGLIGENCE OF ANY PARTY, INCLUDING ANY INDEMNIFIED PERSON.
- Taxes:Purchaser is responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. The successful bidder is responsible for any applicable taxes including any sales or use tax or equivalent tax wherever such taxes may arise on the price, the buyer’s premium, and/or any other charges related to this Auction. The applicable sales tax rate will be determined based upon the state, county, or locale. The NBADL Parties are not responsible for determining the taxes that may apply to Purchaser’s transaction(s).
- Translation: If Purchaser is provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
- Severability:If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Entire Agreement:This Agreement constitutes the entire Agreement of the parties with respect to the matters provided for herein and is not intended to be modified or limited in any way by any other written instrument or oral agreement previously made or entered into by the parties hereto.