ONE COMICS NFT LICENSE TERMS

The terms and conditions herein (“Terms”) apply to the ONE Comics NFT and the Digital Content made available through the website https://comics.onefc.com (“Website”) operated by ONE Championship (Singapore) Pte. Ltd. (the “Company”). References to “us”, “we” and “our” refer to the Company. These Terms are in addition to any other policies and guidelines that the Company may make available on the Website from time to time.  

You are deemed to agree to these Terms when you acquire lawful ownership to any ONE Comics NFT. You acknowledge and agree that each ONE Comics NFT is non-transferable. These Terms form an agreement and define the contractual relationship between the person that Owns a ONE Comics NFT (“you” or “your”) and the Company (together, the “Parties” and each a “Party”). Please read the Terms carefully. If you do not accept and agree to any of the Terms, you should refrain from acquiring the ONE Comics NFT. 

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES THAT YOU SUBMIT ANY CLAIMS YOU HAVE AGAINST THE COMPANY TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.  

1. DEFINITIONS  

The following terms have the corresponding meanings: 

“Digital Content” means the digital comic book (including the artwork, image, design, content and drawings therein) developed, created, owned or published by the Company and that is associated with a ONE Comics NFT that you Own;  

“NFT” means any blockchain-tracked, non-fungible token;  

“Own” means, with respect to a ONE Comics NFT, a ONE Comics NFT that was originally received from the Company by way of the Website, where proof of such acceptance, purchase or acquisition is recorded on the Sui blockchain; and  

“ONE Comics NFT” means the NFT minted by or on behalf of the Company on the Website that is linked to, or otherwise associated, with a particular Digital Content.  

2. License  
   
   2.1 Personal License.  Subject to your compliance with these Terms, for as long as you lawfully Own any ONE Comics NFT, the Company grants you a limited, worldwide, revocable, non-exclusive, personal, non-sublicensable license to access, view, and display the Digital Content associated with the ONE Comics NFT that you Own solely for personal, non-commercial uses, including display of the Digital Content on your social media account. The ONE Comics NFTs and Digital Content are intended for consumer enjoyment, use and consumption only.  
   
   2.2 Ownership. You acknowledge and agree that the Company (or, as applicable, its licensors) owns all equity, legal rights, title and interest in and to the Digital Content, together with all intellectual property rights associated with it. The rights that you have in and to the Digital Content are limited to those described in these Terms. Unless expressly licensed in these Terms, the Company reserves all rights, title and interest in and to the Digital Content and any other intellectual property rights of the Company (including but not limited to trademarks and service marks associated with the Company and the ONE Comics NFTs).   
   
   2.3 Non-Transferable. Ownership of the ONE Comics NFT is strictly non-transferable. The licences granted to you in these Terms are also non-transferable.  
   
   
3. RESTRICTIONS 
   
   Notwithstanding the license in Paragraph 2.1 and any provision to the contrary, you shall not, and shall not authorise, assist or facilitate any person to do or attempt to do any of the following:  
   • Create any copies of the Digital Content, whether in physical, digital or any other medium;   
   • Create derivatives of or modify the Digital Content associated with your ONE Comics NFT in any way (including without limitation, the shapes, designs, drawings, attributes, or colour schemes); 
   • Use any of the Digital Content associated with your ONE Comics NFT in a manner that provides you or any third party, directly or indirectly, with any compensation, financial or commercial gain of any kind, at any point in time and regardless of the nature thereof (including but not limited to monetary nature, transfer of property, provision of services, or any other arrangement or thing of value); 
   • remove (whether partially or entirely) any trademark notice, copyright notice or other intellectual property related notices in any Digital Content associated with your ONE Comics NFT;   
   • fractionalise or divide ownership interests in the ONE Comics NFT or Digital Content associated with your ONE Comics NFT; 
   • tamper, interfere, modify, separate, decouple or unlink the Digital Content associated with your ONE Comics NFT from the ONE Comics NFT; 
   • use the Digital Content associated with your ONE Comics NFT to develop, create or sell any other digital assets or digital token (including cryptographic token);    
   • attempt to trademark, copyright, or otherwise acquire or derive additional intellectual property rights in or to the Digital Content associated with your ONE Comics NFT;  
   • use the Digital Content to distribute, advertise, market, or sell any third-party product or service;  
   • use the Digital Content associated with your ONE Comics NFT or exercise any of your rights in these Terms in any manner or activity: 
     
     • not expressly authorised in these Terms;  
       
     • that breaches any applicable laws, regulations, guidelines , code, rule, policy, and other legislative measures or decisions having the force of law; and 
       
     • relating to or may give rise to anything that is defamatory, obscene, pornographic, indecent, harassing, abusive, offensive, fraudulent, racist, discriminatory, hatred, inflammatory, vulgar, cruel, illegal or otherwise objectionable or inappropriate as determined by the Company in its sole discretion. 
       
   • The restrictions in Section 3 will survive the expiration or termination of these Terms.
     
     
4. Disclaimer; LIMITATION OF LIABILITY 
   
   4.1 Disclaimer. We expressly disclaim all representations, warranties, conditions, guarantees or undertakings whatsoever, whether express or implied, including but not limited to the security, availability, accuracy, reliability, quality, performance, legality, fitness for purposes and non-infringement. We make no representation, warranty, guarantee, undertaking, or assurance, whether express or implied, with respect to your ONE Comics NFT or the Digital Content, including but not limited that (1) the ONE Comics NFT or Digital Content will meet your requirements; (2) the ONE Comics NFT or Digital Content will be available, uninterrupted, secure, error-free, or free of vulnerabilities or bugs or viruses; and (3) the ONE Comics NFT will be compatible with any application, software or blockchain, digital wallet or marketplace.  
   
   4.2 Limitation of Liability. We shall not be liable for any claims, losses, damages, expenses or other liabilities, whether in contract, tort, or otherwise, arising out of or in connection with your use (or inability to use) of the ONE Comics NFT and/or the Digital Content, including but not limited to, malfunction or security breach, errors, bugs, flaw, defects, interruptions, cessations, unauthorized access, software failure (such as digital wallet or smart contract issues), blockchain malfunctions, issues relating to the websites operated by us relating to the ONE Comics NFTs and/or Digital Content, and any third party-activities (such as malwares, phishing, brute-force attacks against the blockchain underlying the ONE Comics NFTs).
      
   
5. GENERAL 
   
   5.1 Termination of License. Without prejudice to any other rights and remedies that the Company may be entitled to under these Terms, at law or in equity, if you breach any of the provisions in these Terms: (a) the Company is entitled to damages and to such additional reliefs including injunctions and specific actions; (b) the Company may immediately terminate the Terms (including disabling use, access or functionality of the relevant ONE Comics NFT and/or the Digital Content), without the requirement of notice or compensation.  
   
   Paragraphs 3, 4, 5 and 6 of these Terms shall survive termination of these Terms and continue in full force and effect notwithstanding any termination of these Terms. Without prejudice to the foregoing, termination of these Terms shall not affect the rights of the Company in respect of any antecedent breaches by you.  
   
   5.2 Indemnity. You agree to defend, indemnify and hold the Company harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) incurred by the Company arising out of or in connection with: (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the ONE Comics NFT or Digital Content associated with your ONE Comics NFT; or (iv) any fraud, negligence or wilful misconduct committed by you.   
   
   5.3 Entire Agreement. These Terms constitutes the entire agreement between you and the Company regarding the ONE Comics NFT and its associated Digital Content, and supersedes any previous agreements or arrangements between you and the Company relating to the ONE Comics NFT and the associated Digital Content. 
   
   5.4 Severance. If any provision of the Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of the Terms. 
   
   5.5 Information; Notices. You shall co-operate with the Company and comply with the Company’s requests (including the provision of any relevant documents, books and records) made in respect of any enforcement of these Terms, verification of information in connection with these Terms and/or any anti-money laundering, anti-corruption, identity checks or such other requirements under applicable laws. Any notice or other communication in connection with the Terms shall be sufficiently given or served by the Company to you if delivered to your email address, cryptocurrency wallet address, your social media account (such as Discord, Facebook or X). 
   
   5.6 Waiver. No exercise or failure to exercise or delay by either party in exercising any right, power, privilege or remedy provided by law under or pursuant to these Terms shall impair such right, power, privilege or remedy or operate to be construed as a waiver or variation of thereof or preclude any other or further exercise at any subsequent time and no single or partial exercise of any right, power, privilege or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. 
   
   Any waiver by any Party of a breach of any provision of these Terms shall not be considered as a waiver of any preceding or subsequent breach of the same or any other provision hereof.
   
   
6.   Governing Law & Dispute Resolution 
   
   6.1 Governing Law. These Terms and the relationship between the Parties shall be governed by, construed and interpreted in accordance with, the laws of Singapore.  
   
   6.2 Prohibition of Class Action. EACH PARTY AGREES THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS THE PARTIES MUTUALLY AGREE IN WRITING OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR COMBINE TWO OR MORE PERSONS’ OR PARTIES’ CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. 
   
   6.3 Dispute Resolution.  
   • Any dispute arising out of or in connection with or under these Terms, including any question regarding its existence, validity or termination (the “Dispute”)  shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph. In any arbitration commenced pursuant to this Paragraph, the tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English, and the seat of the arbitration shall be Singapore. Except as otherwise provided in the Arbitration Rules of the SIAC, any decision of the arbitrator in any matter within this Paragraph 6.3 shall be final, binding and incontestable and may be used as a basis for enforcement thereon in Singapore or elsewhere. The arbitrator will be entitled to include in its decision a determination as to the payment of the costs and expenses of the arbitrator, the administrative costs of the arbitrator, the legal fees incurred by the Parties, the costs and expenses of witnesses and all other costs and expenses necessarily incurred in the opinion of the arbitrator in order to properly settle the Dispute. 
   • This arbitration agreement shall be governed by the laws of Singapore. 
   • Notwithstanding this Paragraph 6.3, the Company may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek interlocutory, provisional or interim relief or remedies from any court (including, without limitation, to the extent available under applicable law, a temporary restraining order or preliminary injunction).