By acquiring lawful ownership to a non-fungible token (“NFT”) associated with the NFT project made available under this NFT Owner Content License (the “NOCL”) (“Purchased NFT”), the Buyer (also referred herein as “You” or “you”) agree to this. When you lawfully own a Purchased NFT, you own all rights to sell, transfer, or otherwise dispose of the Purchased NFT, subject to the terms of the NOCL. If you are acquiring a Purchased NFT from Suku Labs, Inc. (“SukuLabs”) or through SukuLabs’ services, including, but not limited to Suku Wallet and Sukuthis, you agree to the terms of SukuLabs’ terms of service, located at https://wallet.suku.world/terms-of-service and SukuLabs’ Privacy Policy located at https://wallet.suku.world/privacy-policy, both of which are incorporated herein by this reference.
PLEASE TAKE NOTICE: THIS NOCL IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW. PLEASE READ THIS NOCL CAREFULLY.
Definitions
“Art” means any art, design, audio, video, media of any kind, AR/VR/XR, generative art from a prompt or other creations by artificial intelligence systems, such as by Open AI and Dall-e (“AI Art”), text, access to services, access to goods, and drawings that may be associated with, through hash, link, or otherwise, with an NFT that you Own. ”NFT” means any distributed ledger-tracked, non-fungible token, such as those conforming to the ERC-721 standard or similar to it. “Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain or its equivalent. “Purchased NFT” means an NFT that you Own. “Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, use of likeness, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Ownership
The Buyer (also referred herein as “You” or “you”) acknowledges and agrees that Seller (the original minter of the NFT or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in this License. Seller reserves all rights in and to the Art not expressly granted to you in this License. Neither SukuLabs nor Seller make any representations or warranties regarding ownership of copyrights in in AI Art in light of current interpretations by the U.S. Copyright Office that AI Art does not qualify for copyright protection. Seller reserves the right to assert copyrights in the event of a change in the status of AI Art.
License
General Use. Subject to Buyer’s continued compliance with the terms of this License, Seller (“Seller”) grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFTs solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a Platform that permits the purchase and sale of your NFTs, provided that the Platform cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
Commercial Use. Buyer has no license or rights to make commercial use of the Art associated with the NFT.
Restrictions
You agree that you may not, nor permit any third party to do or attempt to do any of the following: (i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased NFTs 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) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) above or solely for your own personal, noncommercial 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 for your Purchased NFTs; (vi) attempt to trademark, copyright, create derivative works, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; The restriction in this Section will survive the expiration or termination of this License. Seller reserves the rights to void your ability to sell the NFT if you are in breach of this NOCL or if NFT was redeemed for goods or services.
Royalty
You understand and agree that a 2.5% royalty shall be payable to SukuLabs for all secondary sales of a Purchased NFT (“SukuLabs Fee.”) The SukuLabs Fee may be automatically deducted and paid to SukuLabs at the time of sale. If such deduction and payment is not effectuated, Seller and Buyer remain jointly and severally responsible for payment of the SukuLabs Fee and such payment is a condition precedent to the effectuation of any license herein.
Terms of License
The license granted above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in this NOCL will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. Any secondary transfer of the Purchased NFT and its related Art is prohibited and null and void unless the acquirer or Buyer, as the case may, be agrees to and takes subject to this NOCL, evidence of the same is provided in writing to the Seller immediately upon transfer and the SukuLabs Fee has been paid.
Termination of License.
If you materially breach any of the provisions of this NOCL, Seller may terminate all of the licenses granted to you under this NOCL. Seller or SukuLabs will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licenses shall terminate regardless of whether such notice is actually received. Upon the termination of your licenses, you shall cease all use of the rights granted this NOCL and shall cease all further use of the Purchased NFT and ART, and all sublicenses you have granted in the Purchased NFT and ART shall automatically terminate. Termination will not limit any of Seller’s or SukuLabs’ other rights or remedies at law or in equity.
Disclaimers.
YOUR ACCESS TO AND USE OF THE PURCHASED NFT AND ART IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SUKULABS AND SELLER DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE PURCHASED NFTS AND ART. THE CREATOR ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE PURCHASED NFTS AND ART; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE PURCHASED NFTS AND ART WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE PURCHASED NFTS AND ART. THE PURCHASED NFTS AND ART ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. ALL NFTS ARE SOLD “AS-IS” AND SUKULABS AND SELLER MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE COPYRIGHTS OR ABILITY TO CLAIM OR REGISTER A COPYRIGHT IN ANY NFT OR ART, INCLUDING, BUT NOT LIMITED TO AI ART OR AS TO THE RARITY OF ANY NFT OR ART, THE CHANCE OF OBTAINING A PARTICULAR RARITY OR THE MARKET VALUE OF ANY NFT OR ART.
Limitations of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL SUKULABS OR SELLER BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PURCHASED NFT OR THE ART), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PURCHASED NFTS AND ART OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF SUKULABS OR SELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS NOCL OR THE DELIVERY, USE OR PERFORMANCE OF THE PURCHASED NFTS AND ART. THE MAXIMUM AGGREGATE LIABILITY OF SUKULABS OR SELLER FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID FOR YOUR PURCHASED NFT. SOME JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
Assumption of Risk.
THE VALUE OF THE PURCHASED NFTS IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFOR CAN BE VOLATILE. YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE AND USE OF NFTS INVOLVES NUMEROUS RISKS, INCLUDING BUT NOT LIMITED TO THE RISK OF LOSS OF VALUE, THE RISK OF TECHNOLOGICAL OBSOLESCENCE, AND THE RISK OF REGULATORY ACTION. YOU AGREE TO ASSUME ALL SUCH RISKS ASSOCIATED WITH THE PURCHASE, USE AND OWNERSHIP OF THE NFT AND ART.
Governing Law, Arbitration & Waiver of Class Action.
Governing Law and Arbitration. All matters relating to this NOCL shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to, this NOCL, or the relationship of the Parties shall be brought exclusively in California, in each case located in the County of San Francisco. Any claim, dispute, or controversy arising out of, or related to, this NOCL or the relationship of the Parties, to the fullest extent permitted by applicable law, shall be resolved exclusively and finally by binding arbitration administered by JAMS before a retired judge in San Francisco, California under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the federal arbitration act, 9 U.S.C. Sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between the Parties. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY IS GIVING UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit either from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve rights in and to intellectual property or confidential information or to compel arbitration.
Judgment on the award may be entered in any court having jurisdiction. The arbitration clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to keep the arbitration proceedings confidential and not to disclose any information about the proceedings to any third party except as required by law or by any regulatory authority.
Class Action Waiver. IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER ENTITY OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU IS GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).
