Terms & Conditions
The following general terms and conditions ("POAP Terms") constitute a legally binding agreement, governing the rights and obligations that apply in respect of any Digital Collectible, between you and either Bayer AG or an Affiliate of Bayer AG depending upon which issued the Bayer POAP NFT (Bayer AG or the applicable Affiliate referred to herein as “Bayer,” “we,” “us,” or “our”). By accepting and obtaining a Bayer POAP NFT, you accept and agree to these POAP Terms.
1.1. “Affiliate(s)” means with respect to an entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with that entity.
1.2. "NFT" means a blockchain-tracked, non-fungible token.
1.3. “Technical Assigned Owner” means the person to whom the blockchain entry assigns the NFT hereunder.
1.4. “Bayer POAP NFT” means a proof of attendance protocol issued by Bayer that constitutes an NFT.
1.5. "Digital Content" means any digital content and metadata that may be associated with an NFT, which may include, as applicable, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, video or audio recordings or any name or likeness of any individual.
1.6. "Digital Collectible" means the Bayer POAP NFT together with the associated Digital Content.
1.7. “Licensed Rights” means the rights to the Digital Content associated with the Bayer POAP NFT as granted under section 2.2.
1.8. "IP" means copyrighted materials, brands, trade names, trademarks or any other intellectual property the Digital Content may incorporate.
2. Obtaining, IP, license grant and restrictions on use
2.1. By obtaining a Bayer POAP NFT, you become the Technical Assigned Owner of the Bayer POAP NFT and by this you receive the Licensed Rights to the Digital Content pursuant to these POAP Terms.
2.2. Conditioned on your compliance with these POAP Terms, Bayer grants to you, to the extent of its rights in the Digital Content, the worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, royalty-free right to access, download, store, view and display the Digital Content associated with the Bayer POAP NFT as part of the Digital Collectible, solely for your own personal, non-commercial use for as long as you are the Technical Assigned Owner of the Bayer POAP NFT or Bayer revokes this license in its sole discretion. In any case of your noncompliance with these POAP Terms your Licensed Rights shall automatically terminate.
2.3. You shall not, nor shall you authorize or permit any third party to, do or attempt to do any of the following: (i) copy or modify the Digital Content in any way; or (ii) use the Digital Collectible in any way that could destroy or diminish the goodwill of any of the IP; or (iii) use the Digital Collectible in any way to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of anyone or to publish material that is false, defamatory, harassing or obscene; or (iv) use the Digital Collectible in any way that is not strictly in accordance with all applicable laws.
2.4. Technical Assigned Ownership of the Bayer POAP NFT does not convey any legal ownership of the IP, or any title to any copyrights, trademarks, or other intellectual property rights thereto. Your use of the IP is subject to the Licensed Rights granted above and any additional restrictions imposed by the IP owner(s), and you may not use the IP in connection with any business, product, or service, or in any manner that may imply endorsement of any business, message, product, or service, or that is likely to cause confusion or dilute, blur, or tarnish the IP. All use of the IP, including any goodwill generated by such use, shall inure to the benefit of Bayer, and/or its licensors, as applicable.
3. Transfer of the Bayer POAP NFT
3.1. Bayer and its Affiliates do not intend for the Bayer POAP NFT or Digital Collectible to have any monetary value and they likely will have no such value. However, the value of NFTs, including the Bayer POAP NFTs, is inherently subjective, and factors occurring outside of Bayer’s or its Affiliates’ control may materially impact the value and desirability of a Bayer POAP NFT. Bayer and its Affiliates will not undertake any efforts to create support or otherwise maintain a monetary value, if any, of the Bayer POAP NFT or Digital Collectible. Bayer and its Affiliates also do not intend to facilitate or support a market for the transfer of a Bayer POAP NFT. The Bayer POAP NFT or Digital Collectible is not, and should not be treated as, an investment asset, and is not intended for investment purposes.
3.2. To the extent a transfer of the Bayer POAP NFT is possible, you acknowledge and agree to not transfer the Bayer POAP NFT to a third party unless (i) you still have the Licensed Rights and (ii) the transferee will be bound to these POAP Terms and (iii) you do not sell, auction, or dispose of the Bayer POAP NFT in any way or otherwise use the transfer for financial gain and (iv) you alone will bear all liability, costs, and responsibilities pertaining to such transfer.
3.3. You acknowledge and agree that, upon a permitted transfer pursuant to section 3.2, (i) the transferee will become the new Technical Assigned Owner of the Bayer POAP NFT and be granted the Licensed Rights in accordance with section 2.2; and (ii) your Licensed Rights will terminate.
4. Disclaimers and indemnification
4.1. Bayer provides the Digital Collectible and grants the Licensed Rights on an "as is" and “as available” 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. Without limiting the forgoing you understand and agree that Bayer in particular does not represent, warrant, covenant or guarantee (i) that access to the Digital Collectible will be uninterrupted, timely or error free; or (ii) that there will be no failures, delays, inaccuracies, errors or omissions or loss of transmitted content; or (iii) that no bugs or viruses, worms, time or logic bombs or other malware or disabling devices will be transmitted on or through the Digital Collectible; or (iv) that the use of the Digital Collectible cannot adversely affect or damage your device and/or the data generated or stored by it. You acknowledge that you obtain and use the Digital Collectible at your own risk.
4.2. Bayer is not obliged to, and makes no representation, warranty or undertaking that it shall provide any good(s), service(s), advantage, right(s) or benefit(s) to any owner of any Bayer POAP NFT.
4.3. To the maximum extent permitted by applicable mandatory law, Bayer will not be liable for any kind of loss or damage, whether direct, indirect, special or consequential, arising under or in connection with the obtaining or use of, or inability to obtain or use, the Digital Collectible or the therewith related use of third party services (such as your use of the Ethereum Network or any other blockchain, or any electronic wallet), 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 or (v) security weaknesses, fraud, counterfeiting, and other technological difficulties. The aforementioned limitations of liability shall not apply to (a) cases of our gross negligence or willful misconduct, or (b) damages which result from injury to life, limb, or health, or (c) at the time of entering into these POAP Terms typically foreseeable damages which result from our breach of material contractual obligations (material contractual obligations are those obligations whose fulfilment enables proper implementation of the agreement and/or on whose fulfilment you may regularly relay on), or (d) any liability that cannot be limited or excluded under applicable mandatory law.
4.4. You agree to indemnify and hold harmless Bayer and its Affiliates, and its and their respective officers, directors, employees, agents, successors and assigns from and against any loss, damage or expense, including court costs and reasonable outside attorneys’ fees, suffered or incurred as a result of or relating to any third party claims or administrative fines arising out of or relating to any breach of these POAP Terms by you.
5.1. You agree that, in addition to Bayer, any of Bayer’s Affiliates and licensors, as applicable, associated with the Digital Content will have the right to enforce these POAP Terms and any of its rights hereunder against you.
5.2. If any provision(s) of these POAP Terms will be held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these POAP Terms (including, without limitation, each portion of any section, paragraph or sentence of these POAP Terms containing any such provision held to be invalid or unenforceable, that is not itself invalid or unenforceable), which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.
5.3. These POAP Terms shall be governed by and construed in accordance with the laws of Germany (without regard to rules regarding conflicts of laws, which shall be disregarded in their entirety). The exclusive jurisdiction for all disputes related to these POAP Terms and/or any Digital Collectible will be the Courts of Berlin, and both contracting parties waive any objection to jurisdiction and venue in such courts.
5.4. We reserve the right to alter, revise, modify, and/or change these POAP Terms at any time (including but not limited to cases required by law or orders of authorities or courts). All changes will take effect immediately upon being published on our website. It is your responsibility to review these POAP Terms periodically for changes. Your continued use of the Digital Collectible after any changes to the POAP Terms will be conclusively deemed as your acceptance of the POAP Terms as amended.