Project Max Advisor Terms (the “Terms”)
1. Intellectual Property Rights. Advisor hereby acknowledges and agrees that Advisor does not and shall not have any rights, interests or claims regarding any software, technology, intellectual property, methods, trade secrets, goodwill, internet resources or any other resource created, owned, licensed by, invented, made, developed, discovered, conceived or used by Sighteer. Sighteer may use any comments, suggestions or feedback Advisor provides to Sighteer in any manner, without any liability or obligation to Advisor.
2. Nondisclosure; Non-Use. Advisor may have access to information that is confidential to Sighteer (“Confidential Information”). Confidential Information shall include, but not be limited to all information relating to Sighteer’s business, including, without limitation, product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions and know-how it obtains (“Confidential Information”). Confidential Information shall not include information that, as Advisor can provide by its written records: (a) is or becomes a part of the public domain through no act or omission of Advisor; (b) was in Advisor’s lawful possession prior to the disclosure and had not been obtained by Advisor either directly or indirectly from Sighteer; or (c) is lawfully disclosed to Advisor by a third party without restriction on disclosure. Advisor agrees to hold Sighteer’s Confidential Information. Advisor agrees, unless required by law, not to use the Confidential Information for any purpose except as strictly required for advising Sighteer and not to make Confidential Information available in any form to any third party (except to each such party’s agents or independent contractors) for any purpose other than advising Project Max. Advisor agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or independent contractors in violation of the Terms.
3. Personal Memorabilia. From time to time, Advisor may, at Advisor’s sole discretion, choose to provide Sighteer with personal memorabilia for inclusion in Project Max at no additional cost (the “Personal Memorabilia”).
Advisor will provide the Personal Memorabilia as exclusive, authorized digital content including images, texts, videos, and 3D models (the “Digital Objects”). Advisor shall provide Sighteer with the Digital Objects or allow Sighteer to create the Digital Objects from agreed upon objects, materials, physical content, and digital content that Advisor selects (the “Selected Base Objects”).
Advisor hereby gives Sighteer an exclusive, transferable, assignable, sublicense-able, non-revocable, royalty‐free worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute (including as NFTs) the Digital Objects (the ” License”).
Advisor represents that (i) Advisor has the necessary rights to grant Sighteer the License according to the laws of the State of Israel; and (ii) to the best of Advisor’s knowledge, Advisor has the necessary rights to grant Sighteer the License according to the laws of any other country.
While these are Terms are in effect and after their termination, Advisor shall not, directly or indirectly, create, operate, promote, market, or sell any NFTs derived from the Selected Base Objects or the Digital Objects.
4. Maccabi Memorabilia. Advisor understands that Sighteer received or may receive in the future, content, including images, texts, videos and 3D models, that include the image, name, personal story or likeness of the Advisor and/or his parent from certain entities, such as Maccabi World Union (the “Maccabi Memorabilia”) for inclusion in Project Max. Advisor grants the Company the unrestricted, transferable, assignable, sublicense-able, non-revocable worldwide royalty‐free right to use, reproduce, publish and otherwise distribute the Maccabi Memorabilia in any and all formats (including as NFTs). Advisor hereby waives all claims for remuneration for such use and releases and forever discharges Sighteer and its licensees from any and all claims and demands arising out of or in connection with the use of the Maccabi Memorabilia.
5. Joint Promotions. Advisor and Sighteer shall work together to publicly position and promote the Jewish sport story and Project Max, including by using the Personal Memorabilia and the Maccabi Memorabilia. Said promotions shall occur (i) online, including in either party’s sites, social media and mailing lists; (ii) during events; and (iii) in joint press opportunities. For avoidance of doubt, Sighteer may advertise the fact Advisor is a member of Project Max advisory board.
6. Uriel collectibles. The Uriel Collectibles cannot be sold or transferred within the 18 (eighteen) months of signing an advisory letter. The art associated with each Collectible is hidden and will be revealed within the 18 (eighteen) months of signing the advisory letter. Based on the above conditions and limitations, Sighteer believes the fair market value of each Uriel Collectibles is $100 USD (One Hundred USD) based on its estimation of per-NFT costs of curation, deployment and royalties. The Uriel Collectibles are subject to Sighteer General Terms as posted at www.sighteer.com/digital-collectible-terms which is incorporated herein by reference. Advisor is solely responsible for providing the correct wallet information to Sighteer prior to receiving the Uriel Collectibles.
7. Termination. Either Advisor or Sighteer may end Advisor’s membership in the advisory board at will with a 10 (ten) day notice to the other party. For avoidance of doubt, if Advisor’s membership is terminated, Advisor will no longer be entitled to the unpaid portion of Advisor’s compensation.
8. No Expenses and Taxes. Each party shall bear its own expenses. Advisor shall not be entitled to any reimbursement of any expenses or for any other payment or compensation of any type from Sighteer other than payment of the Compensation, unless agreed in writing on a case-by-case basis by Sighteer. Advisor shall be responsible for and pay all taxes, assessments, duties, levies, income or payroll taxes of any kind or nature relating to or arising from Advisor’s role or any payments or NFTs received from Sighteer.
9. Relationships between Parties. In all matters relating to Advisor’s role, Advisor will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity.
10. Assignment. Advisor may not assign or otherwise transfer any rights under the Terms and the related agreement without Sighteer’s prior written consent. Sighteer will have the unrestricted right to assign the Terms and the related agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder.
11. Governing Law/Jurisdiction. The Terms, and all matters arising out of or relating to the Terms, shall be governed by the substantive and procedural laws of the State of Israel and shall be deemed to be executed in Tel Aviv. In the event of any dispute between the parties, such dispute shall be referred within 14 days of the demand of each of the parties to a single agreed upon arbitrator. If the parties are not able to agree on an arbitrator, then the head of the Israeli Bar Association will be asked to appoint one. Arbitration proceedings shall be conducted in Israel. The arbitrator will not be bound by rules of evidence or procedure and will give the reasons for his judgment. The arbitrator’s decision shall be final and binding in any court. Each party to the proceedings shall bear its own expenses; the arbitrator’s fees and expenses shall be borne in equal parts by the parties to the proceedings. This paragraph shall constitute an arbitration agreement between the parties.
12. Severability. In the event any provision of the Terms is held to be invalid or unenforceable, the remaining provisions of the Terms will remain in full force and effect.
13. Limitation of Liability. Neither party will, in no event and under no circumstances, be liable for losses, costs, penalties, attorney fees or for any exposure and/or loss of data, failure in protecting data, business interruption and any special, punitive, indirect, incidental or consequential damages, incurred in any way or in connection with the Terms by the other party or any third person, even if said party has been advised of the possibility of such damages, and whether such damages are sought in contract, tort or any other legal theory (including but not limited to negligence and strict liability). In any event, each party’s total liability, for all claims in connection with the Terms howsoever arising (including by way of negligence or any other theory of law), shall not exceed $10,000 (Ten Thousand) USD. Notwithstanding the above, each Party’s liabilities under sections 1, 2, 3 and 4 are excluded from this section.
15. Waiver. The waiver by either party of any default or breach of the Terms shall not constitute a waiver of any other or subsequent default or breach.
16. Revisions. Sighteer may revise the Terms from time to time. The changes will not be retroactive and the most current version of the Terms, which will always be at https://www.sighteer.com/project-max-advisor-terms , will govern the relationship with the Advisor. By continuing to be an advisor for more than 30 (thirty) days after Advisor was notified about these changes, Advisor agrees to be bound by the revised Terms.
17. Entire Agreement. The Terms and related advisory letter constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of the Terms.