Rolling Stone Creators Collaboration NFT Terms of Use
 
By bidding on, purchasing, accepting or otherwise acquiring this NFT (as defined below), either through an initial transfer by or on behalf of Rolling Stone, LLC (“RS”), from a previous owner of any Event NFT, or through any other means, you agree to be bound by these NFT Terms of Use (these “Terms”) between RS and you.
  1. Event NFT Overview. The Event NFT is a limited edition non-fungible token (NFT) associated with certain art, designs, images drawings, trademarks, brand elements, names and/or other content created by or on behalf of RS (the “Artwork”) minted by or on behalf of RS as a digital collectible in commemoration of its “Rolling Stone Creators 2023” event (the “Event”).  
  1. Artwork; Limited License.
    1. Although the Event NFT is sold, the Artwork is licensed and not sold to such recipient. The Artwork is neither stored nor embedded in the Event NFT, but is accessible through the Event NFT. You acknowledge and agree that RS (or, as applicable, its licensors) owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. The rights that you have in and to the Artwork are limited to those expressly described in the Limited License set forth in Section 2(b) of these Terms. RS (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyrights in and to the Artwork (e.g., the right to reproduce and make copies, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
    2. Limited License.  In connection with your purchase or receipt of one or more Event NFTs, and subject to your compliance with these Terms and all applicable law, rule and regulation, RS grants you a limited, non-exclusive, personal license solely with respect to any Event NFT(s) that you own, to display the Artwork associated with such Event NFT(s), solely using and via the Event NFT, privately or publicly, solely for personal, non-commercial purposes (the “Limited License”). This license does not grant you any rights in or to the Artwork separate from the associated Event NFT(s), including any of the copyrights described in Section 2(a) above. The Limited License granted in this Section 2(b) applies only to the extent that you continue to own the applicable Event NFT. If at any time you sell, trade, donate, give away, or transfer your Event NFT to a new owner, the Limited License granted in this Section 2(b) shall be transferred to that new owner, and you will have no further rights in or to the Event NFT or any Artwork associated with that Event NFT. 
 
  1. Fees; Taxes.
    1. Except as expressly agreed to in a writing executed by an authorized representative of RS, you are responsible for all payments, fees and costs when engaging in any transactions involving Event NFT(s), including, without limitation, the purchase price, transaction fees (e.g., “gas” fees) and all other fees associated with your use the of the services of any third party vendors, including but not limited to purchasing, trading and “burning” an Event NFT. You also are solely responsible for payment of all national, federal, state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the services of third party vendors and your purchase of Event NFTs from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of Event NFTs.
 
  1. Disclaimer.  RS PROVIDES THE EVENT NFT AND THE LIMITED LICENSE 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. You agree that the Event NFT are not and shall not be based upon or redeemable for any tangible or physical item, fractionalized, or capable of use as a coupon, investment, security or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies.
 
  1. Indemnification. You shall indemnify, defend (at RS’s request) and hold harmless RS, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of these Term or the terms of any third party vendor.
 
  1. Limitation of Liability. IN NO EVENT WILL RS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. RS’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE NET REVENUES ACTUALLY RECEIVED BY RS IN CONNECTION WITH ANY TRANSACTION IN WHICH YOU PURCHASED OR SOLD YOUR EVENT NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will RS be liable for any inability for you to access the Artwork or the Event NFT for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Artwork is stored; or (b) any applicable NFT platform.
 
  1. Assignment. RS will have the unrestricted right to assign these Terms and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder. These Terms (including, without limitation, the Limited License granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a subsequent owner or holder of the Event NFT as set forth in Section 2(b) above. Any other attempt by you to assign, sub-license, or transfer your rights under these Terms shall be null and void.
  1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York without application of conflict of laws rules, except that the Arbitration provisions set forth in Section 9 shall be governed by the Federal Arbitration Act.
  1. Arbitration / Dispute Resolution
  1. Resolution of Any Dispute. In the event a dispute arises between you and RS in connection with the Event NFT, the Artwork, or otherwise in connection with these Terms (“Dispute”), the parties shall first attempt in good faith to resolve the Dispute promptly by negotiation between duly appointed executive officers or other representatives of such parties, with full authority to negotiate and settle the Dispute. If a Dispute has not been resolved by negotiations within 90 days as provided hereinabove, such Dispute shall be submitted to JAMS, or its successor (collectively, “JAMS”), for mediation as provided hereinbelow. Any party involved in the Dispute may commence mediation by providing to JAMS and each other party involved in the Dispute a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. None of the parties may commence arbitration or a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 30 business days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of arbitration or a civil action, if the parties so desire.
  2. Limitation of Legal Remedies. If there is a Dispute that remains unresolved after mediation, INSTEAD OF SUING IN COURT, YOU AND RS EACH AGREE TO THE FULLEST EXTENT PERMITTED BY LAW TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION PURSUANT TO THE JAMS ARBITRATION RULES AND PROCEDURES, ON AN INDIVIDUAL BASIS, WITHOUT CLASS RELIEF, EXCEPT FOR DISPUTES PERTAINING TO RS’S INTELLECTUAL PROPERTY RIGHTS AND STATUTORY CLAIMS THAT PURSUANT TO LAW ARE NOT ARBITRABLE. These Terms to arbitrate is intended to be broadly interpreted. It includes claims based in contract, tort, statute, fraud, misrepresentation or any other legal theory (“Claim(s)”). The arbitrator's decision and award are final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.
  3. Jury Trial Waiver. YOU AND RS EACH VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESOLVING ANY DISPUTE BETWEEN US ARISING OUT OF THESE TERMS OR THE SITES OR SERVICES.
  4. Class Action Waiver. YOU AND RS EACH AGREE THAT CLAIMS AGAINST THE OTHER MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person ("Class Action Waiver").
  5. Arbitration Procedures. A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought ("Notice"). All Notices to RS must be sent in accordance with the notice provision set forth in Section 10 below. Our notice to you will be sent to you based on the most recent contact information that you provide us but if no such information exists or if such information is not current, then we have no obligation under this Section. Upon receipt of such Notice, the receiving party will have a 60-day period in which it may satisfy the Claim against it by fully curing the Claim, providing all the relief requested in the Notice, or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such 60-day cure period, you or RS may commence an arbitration proceeding. Unless otherwise agreed to by you and RS in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator with substantial experience in the internet industry and shall follow substantive law in adjudicating the Dispute. This Section shall be construed as a written agreement to arbitrate pursuant to the Federal Arbitration Act (“FAA”). You and RS agree that this Section satisfies the writing requirement of the FAA. The arbitration of any claim will be conducted in the State of New York, and for any non-frivolous claim that does not exceed $5,000.00, you shall have the choice as to whether the hearing is conducted in person or by telephone. Each party will pay the fees and costs of its own counsel, experts and witnesses. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this dispute resolution Section conflicts with JAMS minimum standards for procedural fairness, the JAMS rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; and any such suit may be brought only in Federal District Court or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver”.
  6. Exception to Arbitration. Only disputes or actions pertaining to RS’s intellectual property rights, or statutory claims that pursuant to law are not arbitrable, are exempt from arbitration.
  7. Survival. This arbitration provision shall survive termination or expiration of these Terms.
  8. Severability. If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.
 
  1. Notice. Any and all notices required or permitted to be given to RS hereunder shall be given in writing and personally delivered, sent by facsimile with a copy by mail in the following manner, or sent by overnight courier to the following address: Rolling Stone, LLS 475 Fifth Avenue, New York, New York, United States with copy to legal@pmc.com.
     
  2. Remedies. Your rights and remedies in the event of any breach of these Terms are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
     
  3. No Rights Of Third Parties. You agree that there are no third-party beneficiaries to these Terms.
     
  4. Miscellaneous Terms. These Terms constitutes the complete understanding and agreement of you and RS with respect to the Articles and supersedes any and all prior or contemporaneous written or oral agreements between you and RS with respect to all Articles. Prior agreements between RS and you relating to any article(s) will continue to govern those prior article(s). The language of any clause or term of these Terms will not be construed for or against the drafter. No right or term of these Terms will be deemed waived, and no breach of these Terms excused, unless the waiver or consent is in writing and signed by you and RS. Any modification or amendment to these Terms must be made in writing and signed by you and RS.

14. Event Tickets. In addition to acquiring the Event NFT, you shall also be entitled to receive two (2) tickets (“Tickets”) to the Rolling Stone Creators Event in Los Angeles, California taking place in May 2023 (the “Event”). The Tickets will ONLY grant access to the Event, and does not include any travel or accommodations, or similar expenses. You are responsible for your own travel and entry into the United States and travel to the Event or the Substitute Event (as defined herein). You must be twenty-one (21) years of age or older and a legal resident of one of the countries supported by Coinbase at the time of purchase to receive the Tickets.  RS reserves the right in its sole discretion FOR ANY REASON OR NO REASON to reschedule, cancel, suspend or modify the Event, and grant Tickets to a different event to be held within one year from the date of the Event’s cancellation, which event shall be selected in RS’s sole and absolute discretion (“Substitute Event”). If, for any reason, you do not attend or participate in the Event or the Substitute Event, then you shall not be entitled to receive tickets to a different Rolling Stone event OR ANY OTHER COMPENSATION OR MAKE GOOD. By accepting the Tickets and participating in the Event or the Substitute Event, you agree to release, discharge and hold harmless RS, its parent, affiliates and each of their respective employees, officers, directors and agents (the “RS Parties”) from and against any claims, causes of action, losses, and damages arising out of your participation in the Event or the Substitute Event, or any Event or Substitute Event-related activities, and the acceptance, possession, use and/or misuse of the Tickets, including without limitation claims for personal injury (including without limitation death) and/or damage to or loss of property, as well as cost of cancelled/rescheduled travel or hospitality due to the rescheduling or cancellation of the Event or Substitute Event as set forth here. You assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting a communicable disease or illness—including, without limitation, exposure to COVID-19 or any other bacteria, virus, or other pathogen capable of causing a communicable disease or illness, whether that exposure occurs before, during, or after the Event or Substitute Event, and regardless of how caused or contracted—and you hereby waive any and all claims and potential claims against the RS Parties relating to such risks, hazards, and dangers. You agree to comply with all of RS’s applicable rules, policies, terms, and conditions relating to the Event or Substitute Event (“Event Rules”). The Tickets are a revocable license and RS reserves the right, without requirement to offer any other compensation, to refuse admission to, or eject, any person whose conduct management deems disorderly, who uses vulgar or abusive language, or who fails to comply with the Event Rules. Breach of the Event Rules will terminate your license to attend the Event or Substitute Event. All federal, state and local laws and regulations apply. RS’s decisions are final and binding in all matters relating to the Tickets. To redeem access to the Tickets, please reach out directly to NFTRewards@rollingstone.com