This License Agreement (“Agreement”) is a legal agreement between the buyer of the non-fungible token (“you”) and 1919 Browning, LLC, a Virginia limited liability company and its successors and assigns (“1919”). 

 

You have purchased a Fuerza non-fungible token (“NFT”) that represents a specific athletes stage of a race or training ride with unique artwork (“Art”);

 

As a part of the NFT you are receiving a license to the athletes (“Athlete”) bio-metric data (“Data”) associated with the stage of the race or training ride;

 

By purchasing the NFT you are agreeing to become bound by the terms of this Agreement.

 

If you do not agree to the terms of this Agreement, then you are not allowed to access the Data.

 

1. Data License.  Subject to the provisions of this Agreement, 1919 grants to you a nonexclusive, non-transferable (except as provided below), non-sublicenseable, revocable, limited, personal license to use and possess the Data for non-commercial use.

2. Benefits.  If you are the original owner of the NFT, then depending on how much you paid for the NFT you are entitled to the benefits specified on Exhibit A (“Benefits”). Depending on your NFT, you may have different benefits then in Exhibit A. See www.projectfuerza.com for the different benefit tiers.  You are responsible for the athlete’s cost in providing the Benefits and you agree to pay such costs when claiming the Benefit.  In order to claim a Benefit the request to schedule the receipt of the Benefit must be sent to 1919 within 48 months of purchase and you must use the Benefit within 18  months of request to use.  If you do not request and use the Benefit during the time period specified above the Benefit automatically expires and cannot be used.  1919 will not refund the cost of the Benefit.

3. Transfers.  You have the limited right to transfer the NFT and the Data as long as 1919 is paid 10% of the amounts you receive for the NFT and the transferee enters into this Agreement. These will be automatically calculated and transferred via the smart contract inside the NFT.  If the Benefits have not been used then you may transfer the Benefits when you transfer the NFT, subject to the limitations on the Benefits as specified in this Agreement.  Prior to transferring the NFT, you agree to upload the Data to power. projectfuerza.com into your account, and create a new code.  This revokes your license to the data and renews the license to be re-sold.  At the time of the upload of the Data, your license to the Data is immediately revoked.  You agree to delete the data off of your computer, phone, tablet, and any other electronic device.

4. Charges.  You have agreed to pay for the NFT.  If you do not pay for the NFT 1919 may terminate this Agreement and all licenses granted under this Agreement immediately.

5. Restrictions.  You may not distribute copies of the Data to third-parties, nor post publicly in any manner.  You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Data, including creation of another NFT.  You may not remove, alter, or obscure any proprietary notices, including trademark or copyright notices, in or on the Data.

6. Copy Restrictions.  The Data is copyrighted.  Unauthorized copying of the Data is expressly forbidden.  You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.  You may copy the Data onto one backup device.  You are not permitted to make any other copies of the Data.   

7. Ownership.  This Agreement is not a sale of the Data and 1919 or its licensors retains title and ownership of the Data and all subsequent copies, including the intellectual property rights therein, regardless of the form or media in or on which the Data exists or subsequent copies exist.

8. No Warranty. THE NFT AND DATA ARE PROVIDED “AS IS” WITHOUT WARRANTY AND 1919 EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE. You agree that neither 1919 nor any other party has made any representations or warranties, nor have you relied on any representations or warranties, express or implied, with respect to the NFT or Data, except as provided in this Agreement.  You acknowledge that no affirmation of fact or statement (whether written or oral) made by 1919, its representatives, or any other party outside of this Agreement with respect to the NFT or Data shall be deemed to create any express or implied warranty on the part of 1919 or its representatives. 

9. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 1919 BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF PROFITS, REVENUE, DATA OR USE, OR FROM INTERRUPTED COMMUNICATIONS OR DAMAGED DATA, OR FROM ANY DEFECT OR ERROR OR IN CONNECTION WITH YOUR ACQUISITION OF SUBSTITUTE GOODS OR SERVICES OR ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY, EVEN IF 1919 OR ANY OTHER PERSON HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS INTENDED PURPOSE.  WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, 1919’s TOTAL LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID BY YOU FOR THE NFT. 

10. Assumption Of Risk. You agree that You assume 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) you own, including your NFT, and there is no guarantee that the NFT will have or retain any value; (B) the commercial or market value on a 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 Athlete; (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 your digital "wallet" or elsewhere, and 1919 will not be responsible for any of these, however caused; (D) upgrades to the Crypto-currency platform, a hard fork or other change in the Crypto-currency platform, a failure or cessation of Crypto-currency, or a change in how transactions are confirmed on the Crypto-currency platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation the NFT; (E) the risk of losing access to the NFT due to loss of private key(s), custodial error or purchaser error; (F) the risk of mining attacks; (G) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (H) 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; (I) the risks related to taxation; (J) that NFTs are not legal tender and are not backed by any government; and (K) 1919 is not responsible for any transaction between you and a third party (e.g., your transfer of a NFT from a third party on the so-called "secondary market"), and 1919 shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to license the NFT and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself.

11. Termination.  1919 may terminate this Agreement if you fail to comply with the provisions of this Agreement. If this Agreement terminates then all licenses granted under this Agreement immediately terminate.  The following provisions survive the termination of this Agreement Sections 7, 8, 9 and 12.

12. Choice of Law; Venue.  This Agreement is governed by the laws of the State of Virginia, without regard to choice of law provisions to the contrary.  The application of the U.N. Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern or apply to the NFT provided in connection with this Agreement, including the warranty terms herein.  The sole and exclusive jurisdiction and venue for any actions concerning the enforcement, construction, or interpretation of this Agreement shall be in the Commonwealth of Virginia, or the Federal District Court for the Commonwealth of Virginia.

13. Headings.  The headings of the sections of this Agreement are for convenience only, and in no way limit or affect the terms and conditions or the meaning or interpretation of this Agreement.

14. Severability.  If any provision of this Agreement is held to be invalid or unenforceable then that provision will be altered or limited such that it is enforceable and corresponds to the original provision as closely as possible.  An invalid or unenforceable provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement. 

15. Assignment. 1919 may assign the rights of 1919 hereunder without prior notice to you and upon such assignment, 1919 shall be released from all liability hereunder.  You may not delegate, assign, or sublicense this Agreement or any rights under this Agreement without the prior written consent of 1919, such consent to be granted or withheld in 1919’s sole and absolute discretion, and any such delegation or assignment shall be ineffective.

16. Waiver.  Waiver by either party of a breach of any provision contained in this Agreement shall not constitute or be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.

17. Time To File Lawsuit Or Other Action.  You agree to file any lawsuit or other action you may have against 1919 or its agents, employees, subsidiaries, affiliates or parent companies within one (1) year from the date of the event that caused the loss, damage or liability or be forever barred.

18. Completeness.  This Agreement sets forth the entire understanding between you and 1919 with respect to the matters set forth herein and supersedes all previous licenses, agreements, and representations with respect to the NFT. 

 

 

EXHIBIT A

 

BENEFITS

 

1. If the initial sale of the NFT sells for $25,000 to $75,000, you may receive an online virtual cocktail hour with the Athlete.

2. If the initial sale of the NFT sells between $75,001 and 100,000, you may receive the Benefit in 1 and you also may receive a special 2-day training camp with other owners of the NFT’s which the Athlete agrees to attend.

3. If the initial sale of the NFT sells for $100,001 to $150,000, you may receive the Benefits in 1 and 2 and you also may receive a private training ride with the Athlete lasting approximately three (3) hours 1 day before the 2-day training camp between you and the Athlete.  

4. If the initial sale of the NFT sells for $150,001 and $300,000, you may receive a private 2-day training camp with the Athlete. 

5. If the initial sale of the NFT sells for $300,001 or greater, then you may receive the Benefit listed in 4.  The Athlete will ride with you over the section of the road/stage that the NFT represents during the private 2-day training camp specified in 4 and a non-fungible token will be created using the power file from this ride and given to the owner upon completion of the event weekend.   

6. Any expenses incurred in 1-5 by the Athlete, will be your sole responsibility.