Last Updated 1/10/2022
This AnyaThePanda NFT License Agreement (the “License”) is a legally binding agreement entered into between Novelist Labs and you. When you acquire an AnyaThePanda NFT, you own all personal property rights to the token underlying the AnyaThePanda NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that AnyaThePanda NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that AnyaThePanda NFT, except for the specific licensed rights set forth below.
“AnyaThePanda NFT” means any AnyaThePanda branded or themed NFT created by or on behalf of Novelist Labs.
“AnyaThePanda NFT Art” means the artwork, image or works of authorship associated with a specific AnyaThePanda NFT.
“AnyaThePanda Trademarks”means any and all logos, trademarks, service marks, and trade dress associated with AnyaThePanda, azuki.com, the AnyaThePanda NFTs, and Novelist Labs, including the “AnyaThePanda” or “AnyaThePanda.com” names, the “Bobu” name, or any other names of AnyaThePanda-related characters or products or service developed by us.
“Novelist Labs,” “us,” “we,” or “our”means Novelist Labs, Inc and/or its affiliates.
“Commerical Use”means any activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a comic book or video game.
“NFT”means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standard.
“you” or “your” means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standard.
AnyaThePanda NFT Art License. For as long as you lawfully own your AnyaThePanda NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:
1. a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the AnyaThePanda NFT Art for your AnyaThePanda NFT for personal, non-commercial use (such as to display in your wallet, as a profile picture, to create a pixel-art version for use in a third party platform);
2. a non-exclusive, worldwide, royalty-free, sub-licensable (but only to service providers assisting you with a Commercial Use) license to use, copy, reproduce and display the AnyaThePanda NFT Art for your AnyaThePanda NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the AnyaThePanda NFT Art except as necessary to adapt and depict the AnyaThePanda NFT Art in or on the goods or media created pursuant to this license, or as otherwise required in the “No Rights to Trademarks” Section below. But this license does permit you to mint and create new NFTs and NFT projects based on your AnyaThePanda NFT Art for AnyaThePanda NFTs that you own, as long as you don't use the AnyaThePanda Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create AnyaThePanda NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The license in this paragraph does not extend to any AnyaThePanda NFT or AnyaThePanda NFT Art that contains Third Party Content, and you may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless we or the applicable third parties expressly provide our consent in writing or by public announcement.
MODIFICATIONS AND DERIVATIVE WORKS
We recognize that you might want to create modifications and derivative works of your AnyaThePanda NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Novelist Labs may also modify, create derivative works of, and update any AnyaThePanda NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any AnyaThePanda NFT Art. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against Novelist Labs or its affiliates or licensees in connection with their use of any AnyaThePanda NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works, or modifications in any AnyaThePanda NFT Art that have been created by you.
No Rights to Trademarks. Nothing in this License will be interpreted to grant you any rights to any AnyaThePanda Trademarks belonging to Novelist Labs. Without our written permission, you may not use any AnyaThePanda Trademarks for any Commercial Use, including to register any domain names or social media accounts using any AnyaThePanda Trademarks. This includes any AnyaThePanda Trademarks that may be displayed or contained in any AnyaThePanda NFT Art for your AnyaThePanda NFT (and you will need to modify the AnyaThePanda NFT Art to remove or obfuscate such AnyaThePanda Trademarks before making any Commercial Use of such AnyaThePanda NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any AnyaThePanda NFT or AnyaThePanda NFT Art.
Transfer. The licenses granted above are non-transferrable, except that if you sell or transfer your AnyaThePanda NFT, you will no longer be granted the foregoing licenses in the AnyaThePanda NFT Art, and such license will transfer to the new owner of the AnyaThePanda NFT associated with such AnyaThePanda NFT Art. In connection with any sales, transfers or similar transactions of the AnyaThePanda NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the AnyaThePanda NFT, they shall be deemed to accept the terms of this License. You may not transfer an AnyaThePanda NFT to a transferee that is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a terrorist-supporting country; or is otherwise listed on any U.S. Government list of prohibited or restricted parties.
Restrictions. Notwithstanding any of the above, you may not use the AnyaThePanda NFT Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity.
Reservation of Rights. All rights in and to the AnyaThePanda NFT Art and any other intellectual property of Novelist Labs not expressly licensed herein are hereby reserved by Novelist Labs. All goodwill arising from any use of the AnyaThePanda Trademarks will inure solely to Novelist Labs and its affiliates.
DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION
Disclaimers. YOUR ACCESS TO AND USE OF THE AZUKI NFT AND AZUKI NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE AZUKI NFTS AND AZUKI NFT ART ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CHIRU LABS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “CHIRU LABS ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE CHIRU LABS 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 AZUKI NFTS AND AZUKI NFT 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 AZUKI NFTS AND AZUKI NFT 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 AZUKI NFTS AND AZUKI NFT ART. THE AZUKI NFTS ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. THEY ARE NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CHIRU LABS ENTITIES 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 SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS LICENSE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS LICENSE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CHIRU LABS ENTITIES 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 LICENSE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF THE CHIRU LABS ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID CHIRU LABS FOR YOUR AZUKI NFT. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
Indemnification. By entering into this License and accessing or using the AnyaThePanda NFTs or AnyaThePanda NFT Art, you agree that you shall defend, indemnify and hold the Novelist Labs Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Novelist Labs Entities arising out of or in connection with: (i) your violation or breach of any term of this License or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the AnyaThePanda NFT or AnyaThePanda NFT Art; (iv) any modifications to or derivative works of the AnyaThePanda NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.
Additional Features. Novelist Labs may choose to make additional features, access, content, items or other benefits available to owners of AnyaThePanda NFTs (“Additional Features”). Novelist Labs has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an AnyaThePanda NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.
Updating This License. We may modify this License from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review this License from time to time to view any such changes. Your continued access or use of the AnyaThePanda NFTs or AnyaThePanda NFT Art after the License has been updated will be deemed your acceptance of the modified License.
Termination of License. If you breach any of the provisions of this License, all licenses granted by Novelist Labs will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the AnyaThePanda NFT Art and shall cease all further use of the AnyaThePanda NFT Art. All provisions which by their nature should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by Novelist Labs or you. Termination will not limit any of Novelist Labs' other rights or remedies at law or in equity.
Miscellaneous. If any provision of this License shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by Novelist Labs but may not be assigned by you without the prior express written consent of Novelist Labs. Any purported assignment in violation of this License will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to this License. This License is governed by the laws of Hong Kong, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Hong Kong. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS LICENSE. You and Novelist Labs agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.