MOONWALKER.CLUB NFT
LICENSE AGREEMENT
This MoonWalker.club NFT License Agreement (the “License”) is a legally binding agreement entered into between Moonwalker Labs and you. When you acquire an MWC NFT, you own all personal property rights to the token underlying the MWC NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that MWC NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that MWC NFT, except for the specific licensed rights set forth below.
DEFINITIONS
“MWC NFT” means any Moonwalker.club branded or themed NFT created by or on behalf of moonwalker Labs.
“MWC NFT Art” means the artwork, image or works of authorship associated with a specific MWC NFT.
“Moonwalker.club Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with MWC, moonwalker.club, the MWC NFTs, and MoonWalker Labs, including the “MWC” or “Moonwalker.club” names, the “hexmentor” name, or any other names of Moonwalker.club -related characters or products or service developed by us.
“Moonwalker Labs,” “us,” “we,” or “our” means MoonWalker Labs, Inc and/or its affiliates.
“Commercial 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 a lawful owner of an MWC NFT.
LICENSE GRANT
MWC NFT Art License. For as long as you lawfully own your MWC 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 MWC NFT Art for your MWC 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 MWC NFT Art for your MWC NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the MWC NFT Art except as necessary to adapt and depict the MWC 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 MWC NFT Art for MWC NFTs that you own, as long as you don’t use the Moonwalker.club Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create MWC 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 MWC NFT or MWC 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 MWC NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Moonwalker Labs may also modify, create derivative works of, and update any MWC NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any MWC 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 Moonwalker Labs or its affiliates or licensees in connection with their use of any MWC 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 MWC 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 moonwalker.club Trademarks belonging to moonwalker Labs. Without our written permission, you may not use any moonwalker.club Trademarks for any Commercial Use, including to register any domain names or social media accounts using any moonwalker.club Trademarks. This includes any moonwalker.club Trademarks that may be displayed or contained in any MWC NFT Art for your MWC NFT (and you will need to modify the MWC NFT Art to remove or obfuscate such Moonwalker.club Trademarks before making any Commercial Use of such MWC NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any MWC NFT or MWC NFT Art.
Transfer.
The licenses granted above are non-transferrable, except that if you sell or transfer your MWC NFT, you will no longer be granted the foregoing licenses in the MWC NFT Art, and such license will transfer to the new owner of the MWC NFT associated with such MWC NFT Art. In connection with any sales, transfers or similar transactions of the MWC NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the MWC NFT, they shall be deemed to accept the terms of this License. You may not transfer an MWC 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 MWC 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 MWC NFT Art and any other intellectual property of Moonwalker Labs not expressly licensed herein are hereby reserved by moonwalker Labs. All goodwill arising from any use of the moonwalker.club Trademarks will inure solely to moonwalker Labs and its affiliates.
DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION
Disclaimers.
YOUR ACCESS TO AND USE OF THE MWC NFT AND MWC NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE MWC NFTS AND MWC 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, MOONWALKER LABS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “MOONWALKER LABS ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE MOONWALKER 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 MWC NFTS AND MWC 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 MWC NFTS AND MWC 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 MOONWALKER.CLUB NFTS AND MOONWALKER.CLUB NFT ART. THE MOONWALKER.CLUB 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 MOONWALKER 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 MOONWALKER 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 MOONWALKER 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 MOONWALKER 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 MWC NFTs or MWC NFT Art, you agree that you shall defend, indemnify and hold the Moonwalker Labs Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Moonwalker 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 MWC NFT or MWC NFT Art; (iv) any modifications to or derivative works of the MWC NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.
ADDITIONAL PROVISIONS
Additional Features. Moonwlker Labs may choose to make additional features, access, content, items or other benefits available to owners of MWC NFTs (“Additional Features”). Moonwalker Labs has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an MWC 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 MWC NFTs or MWC 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 Moonwalker 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 MWC NFT Art and shall cease all further use of the MWC 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 Moonwalker Labs or you. Termination will not limit any of Moonwalker 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 Moonwalker Labs but may not be assigned by you without the prior express written consent of Moonwalker 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 the State of Florida, 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 Miami, Florida. 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 Moonwalker 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.
