1. DEFINITIONS

“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT.

“Name and Likeness” means names, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual properties of MEG and its affiliates including Larry H. Miller Theatres, Inc.

“Holder” means the purchaser who has obtained rights associated with the NFT and associated benefits as documented in the blockchain.

“Holder’s License” means the rights associated with the NFT granted by this Agreement to the Holder.

“NFT Refillable Popcorn Tub” refers to one of the real-world benefits that the NFT Holder is entitled to. It is a tub that when paired with the NFT in association with a valid MyMegaRewards account may be refilled at a participating theatre at no additional charge.

“Third Party IP” means any third-party intellectual property rights including 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.

2. BIDDING CONDITIONS

2.1. Participation in the NFT Program is open only to individuals who have the right and authority, in accordance with relevant applicable laws, to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using Ethereum currency that such party is the lawful holder thereof. You may not allow other persons to use your NFT token or MyMegaRewards user credentials, and you agree that you are the sole authorized user. You further represent and warrant that you are at least 18 years old.

2.2. As the successful purchaser, Holder agrees to pay (i) the price of the NFT to MEG, pursuant to the amount and payment method displayed on the MegaplexTheatres.com webpage dedicated to the NFT; (ii) royalties to MEG of ten percent (10%) of the gross amounts paid to the Holder in any resale transaction; (iii) all applicable fees associated with the transaction, including but not limited to Third Party Services’ fees pursuant to Third Party Services’ Terms of Service as applicable (Third Party Services’ fees can include but are not limited to Gas Fees); and (iv) all applicable taxes in accordance with Section 11. All purchases are final and not eligible for refund. 

2.3 As the successful purchaser, Holder further agrees that Holder can access benefits of the NFT Program only through a valid MyMegaRewards account. The MyMegaRewards program has its own Terms & Conditions that Holder must agree to abide by in order to access benefits of the NFT Program. Holder may be required to provide personal identifying information as part of the MyMegaRewards account, but MEG does not store or use any personal identifying information. The mailing address provided in the MyMegaRewards account will be used to ensure correct shipping for the NFT Refillable Popcorn Tub or other real-world benefits.

2.4 Megaplex may require Holder provide additional information and documents in cases where Megaplex has reasons to believe that Holder is involved in money laundering or any other illegal activity or that you are in breach of this Agreement. In such cases, Megaplex, in its sole discretion, may request MEG pause or cancel your NFT and, as the case may be, deny valid tokenized status of the NFT to the Holder’s electronic wallet and MEG may terminate the Agreement in the condition defined in Section 6 below

2.5 You acknowledge and agree that in some countries, and for certain people or entities, there may be restrictions on the purchase of NFTs under applicable export control and sanctions laws and regulations or restrictions on the sale of NFT, and therefore Your ability to purchase an NFT may be limited or restricted without any liability to MEG.

2.6 Wallet Set-Up. You will need an electronic wallet which will enable you to store and access NFTs that you collect or purchase to participate in the Program. NFTs are stored on the Ethereum blockchain network (the “Network”).

2.7 No Liability. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in related to the NFT or NFT Program.

2.8 Gas Fees. Transactions may require fees called “Gas Fees” that are paid to validators on the Network. Gas Fees are in addition to the NFT purchase price and are not refundable even in the event of a failed transaction. You are solely responsible to pay all Gas Fees incurred in any transaction, including but not limited to, purchasing, listing, and reselling the NFT.

2.9 Discounts. We may offer discounts on NFT purchases at our sole discretion. Any such discount offer is: (i) not guaranteed and only available while supplies last; (ii) non-transferable, not for resale, and not redeemable for cash or cryptocurrency; and (iii) valid only for the specific NFT collection featured in the discount offer. We reserve the right to withdraw, amend, or cancel a discount offer at any time in our sole discretion. The details of the discount will be set out in the description of the specific discount offer including the methods of redemption and any additional restrictions as determined by Us or applicable laws. Our standard terms and conditions of sale apply in respect to NFT purchases placed using a discount offer.

2.10 Gated Discord Channel. Holders’ NFTs will act as Access NFTs to allow tokenized access to a closed Discord channel exclusively reserved for Holders. Holder must abide by Discord’s terms and conditions as well as the specific Discord channel’s rules of conduct. Violation may result in a termination of this Agreement.

2.10 Future Collections. We reserve the right to offer existing NFT Holders unique opportunities to participate in future NFT collections at our sole discretion. This may include the opportunity to redeem existing NFTs for exclusive experiences, products, or other NFTs. These offerings are a benefit of purchase, are not guaranteed, and will be subject to the terms and conditions attached to each specific collection and applicable laws.

3. INTELLECTUAL PROPERTY RIGHTS

MEG, or MEG’s licensor, reserves all rights and ownership in and to the NFT, Name and Likeness, and Art. You acknowledge and agree that MEG, or MEG’s licensor, 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 Holder acquires in the NFT are limited to the license expressly granted in Section 4 of this Agreement.

4. LICENSE

4.1 Holder License. Without limiting the foregoing and subject to Holder’s continued compliance with this Agreement, MEG grants Holder a non-exclusive, non-transferable (except as specifically provided below in Section 4.2 below), royalty-free license, and solely for the Holder’s own personal, non-commercial use, to store the NFT in the Holder’s electronic wallet; and display the Art associated with the NFT.

4.2 Permissible Transfers of Holder NFT. Holder has the limited right to transfer the NFT on Holder’s preferred NFT marketplace, provided the Holder ensures that:

(i) the transfer is carried out on marketplace where NFTs are actively traded;

(ii) the transferee and any subsequent transferee are bound by all of the terms of this Agreement, becoming a Holder;

(iii) MEG is paid ten percent (10%) of the gross amounts paid by such transferee (including any subsequent transferee) relating to the NFT. Holder acknowledges and agrees that the foregoing amounts payable to MEG under Section 4.2 hereof do not include, and are not intended to cover, any additional fees imposed or required by preferred NFT marketplace or other Third Party Services, including without being limited to Gas Fees;

(iv) prior to the transfer, Holder has not breached this Agreement;

(v) prior to the transfer, Holder’s License to the NFT has not been terminated;

(vi) the transferee’s electronic wallet is not owned by or associated with (i) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States or (ii) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations; and

(vii) Holder transferring the NFT acknowledges and agrees that, upon the transfer of the NFT pursuant to Section 4.2, (i) Holder’s License granted under Section 4.1 shall terminate; and (ii) the transferee shall become the new Holder.

4.3 Holder’s License is granted for five (5) years as from original Holder’s receipt of the NFT (or on the date on which the blockchain that stores the NFT ceases to exist if such date occurs prior to such five-year period) only to the extent that Holder continues to own the NFT. If at any time Holder transfers or otherwise disposes of the NFT for any reason, or if the license is terminated pursuant to Section 6, the license granted herein will immediately terminate with respect to that NFT without the requirement of notice, and the Holder will have no further rights with respect to the NFT.

5. RESTRICTIONS

5.1 Unless expressly permitted in this Agreement or with MEG’s separate written consent, Holder may not:

(i) modify the Art associated to the NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;

(ii) use the Art associated to the NFT to advertise, market, or sell any third-party product or service;

(iii) use the Art associated to the NFT 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;

(iv) share or otherwise transfer the real-world benefits described in the definitions section of these terms with individuals who are not Holder;

(iv) use the Art associated to the NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 4.1 above or solely for the Holder’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 Art associated to the NFT;

(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art associated to the NFT; or

(vii) otherwise utilize the benefits of NFT for any other party’s benefit other than Holder.

5.2 To the extent that the NFT contains any third-party intellectual property rights, Holder understands and agrees as follows:

(i) that Holder will not have the right to use MEG or intellectual property licensed to MEG in any way, subject to the license and restrictions contained herein;

(ii) that, depending on the nature of the license granted, MEG may need to place additional restrictions on the Holder’s right to enjoy benefits; and

(iii) upon receipt of written information on such additional restrictions (email is valid), Holder will be responsible for complying with all such restrictions, and failure to do so will be deemed a breach of this Agreement.

5.3 Survival. The restrictions set forth in this Section 5 will survive the expiration or termination of this Agreement.

6. TERMINATION OF THE LICENSE

The Holder’s License granted hereunder shall automatically terminate and all rights shall return to MEG if:

(i) at any time, Holder sells, trades, donates, gives away, transfers, or otherwise disposes of the NFT for any reason except as specially provided in Section 4.2 of this Agreement;

(ii) the email address Holder provides to MEG is no longer valid;

(iii) conditions of Section 2.5 are met;

(iv) Holder breaches any of the terms of this Agreement;

(v) Holder has a trustee, receiver or similar party appointed for Holder’s property, becomes insolvent, acknowledges insolvency in any manner, makes an assignment for the benefit of the Holder’s creditors, or files a petition of bankruptcy;

(vi) Holder engages in any unlawful business practice related to the NFT;

(vii) Holder initiates any legal actions, provided herein, against MEG and/or each of its respective officers, directors, members, affiliates, agents, attorneys and employees;

(viii) Holder disparages MEG or any parties related to MEG; or

(ix) any of the Third-Party Services ceases to provide their respective services.

7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

7.1 To the maximum extent permitted by applicable mandatory laws, the NFT and associated Art are provided “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty for information, real world benefits, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and we hereby disclaim any and all such warranties, express and implied. We do not warrant that the NFT and associated Art, real world benefits, content, functions or materials contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected. We make no warranty that the NFT will meet your requirements or expectations. No advice, results or information, whether oral or written, obtained by you from us or in relation to the NFT and/or associated Art shall create any warranty not expressly made herein.

7.2 To the maximum extent permitted by applicable mandatory law, we will not be liable to you for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services, the NFT real world benefits, including but not limited to any losses, damages or claims arising from: (i) your error, such as forgotten passwords or incorrectly construed transactions; (ii) server failure or data loss; (iii) corrupted account files; (iv) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account (v) security weaknesses, fraud, counterfeiting, and other technological difficulties; or (vi) availability of studio provided real world benefits at the theatre.

7.3 We are not responsible for losses due to blockchains or any other features of the Ethereum network or Third Party Services, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result. You acknowledge and agree that such technologies are novel, experimental and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.

7.4 We have no control over any Third Party Services. You acknowledge and agree that We are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Services, or as a result of any reliance placed by you upon the protection and/or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Services. Please read the general terms applicable to such Third Party Services as you will be required to comply with such terms.

8. ASSUMPTION OF RISK

8.1 The NFTs and the associated real-world benefits are made available solely for entertainment purposes. You agree that you assume the following risks:

(i) to the extent there is a price or market for a blockchain asset such as a non-fungible token, 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) you own, including the NFT, and there is no guarantee that the NFTs will have or retain any value;

(ii) the commercial or market value on an NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity in connection with the MEG brand;

(iii) MEG does not make any promises or guarantees about the availability of the NFT or the real-world benefits on the Internet or that they will host the NFT or the Art at any specific location and/or for any specific period of time;

(iv) 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 NFTs;

(v) 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 NFT;

(vi) the risks related to taxation;

(vii) that non-fungible tokens are not legal tender and are not backed by any government; and

(viii) MEG is not responsible for any transaction between Holder and a third party, including but not limited to transfers carried out pursuant to Section 4.2, MEG shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, Holder shall (a) have obtained sufficient information to make an informed decision to license the NFT, (b) understand and agree that Holder is solely responsible for determining the nature, potential value, suitability and appropriateness of these risks.

9. GOVERNING LAW

This Agreement and all matters related to it and/or any NFT shall be governed by, construed, and enforced in accordance with the laws of the United States and the courts of Salt Lake City, Utah shall have exclusive jurisdiction.

10. INDEMNITY

Holder will defend, indemnify, and hold MEG, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of MEG’s 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 Holder’s license, sale or possession of the NFT and/or Holder’s participation in the NFT Program, including: (1) Holder’s breach of this Agreement or the documents it incorporates by reference; (2) Holder’s violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to MEG or transmit in the course of participation including, communications seeking MEG’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 NFT Program or the NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

11. TAXES

You are responsible for all applicable tax, 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 purchase. The applicable sales tax rate will be determined based upon the state or country where Holder is located. MEG is not responsible for determining the taxes that may apply to Holder’s transaction(s).

12. PERSONAL INFORMATION

MEG does not collect or use personal identifying information. Holder must disclose personal identifying information to Megaplex in a MyMegaRewards account in order to enjoy the benefits of the NFT Program.

Please read Megaplex’s Privacy Policy accessible at https://www.megaplextheatres.com/i/privacypolicy, for further information regarding the way Megaplex processes Holder’s personal information and the modalities for exercising the above-mentioned rights.

13. 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.

14. VARIATION

MEG may revise this Agreement from time to time. You should read this Agreement carefully prior to the purchase of the NFT.

The Agreement in force at the time of the purchase of the NFT will apply. If we revise this Agreement and you have already purchased an NFT, the revised Agreement will not apply to such purchase.

15. OTHER IMPORTANT TERMS

15.1 We may transfer our rights and obligations under this Agreement to another organization, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.

15.2 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and any written waiver does not mean that we will automatically waive any later default by you.

17. CONTACT

If you have any questions or concerns, including if you need to access this Agreement in an alternative format, MEG encourages you to contact Megaplex via e-mail at NFThelp@megaplextheatres.com.