Terms of Service
“CAN’T BE EVIL” NFT LICENSE
PERSONAL LICENSE WITH HATE SPEECH TERMINATION (“CBE-PR-HS”)
By acquiring lawful ownership to a non-fungible token (“NFT”) associated with the NFT project made available
under this NFT License (“Project NFT”) created by the owner or entity that has created this Project NFT
(“Creator” or “we” or “our”), you agree to these NFT License Terms and Conditions (the “Terms”). When you
lawfully own a Project NFT, you own all personal property rights to the NFT underlying the Project NFT (e.g., the
right to freely sell, transfer, or otherwise dispose of that Project NFT). However, your rights to the associated
artwork, images, video, content or other works of authorship linked to your specific Project NFT which was
developed by Creator (“NFT Media”) are only as outlined below.
- NFT LICENSE GRANT
- NFT Media License. For as long as you lawfully own a Project NFT, Creator grants you a non-
exclusive, perpetual, irrevocable (except as set forth in Section 3.2 below) worldwide license under
our copyrights to use, distribute, reproduce, display, and perform (but not modify) the specific NFT
Media linked to your Project NFT for personal, non-commercial uses, with the right to sublicense
such rights solely to third parties to enable the right to display the NFT Media, with Creator being a
third party beneficiary to all such sublicenses with the ability to enforce such agreements. This
license includes the right to display NFT Media as a profile picture. All intellectual property rights
in and to the NFT Media and any other intellectual property rights of Creator not expressly licensed
herein are reserved by Creator.
- Reserved.
- No Rights to Trademarks. Nothing in these Terms is meant to grant you any rights to any logos,
trademarks, service marks, and trade dress associated with Creator or the Project NFTs (“Project
Trademarks”). Unless you have our prior written approval, you may not use any Project
Trademarks for any use that would require a license from us, including to register any domain
names or social media accounts using any Project Trademarks or to advertise or promote any other
products or services.
- Transfer and Sublicensing. The licenses granted in these Terms are non-transferrable, except that if
you lawfully transfer ownership of your Project NFT, the license to the NFT Media in Section 1.1
to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to
the new owner of the Project NFT associated with such NFT Media. As a condition to sales,
transfers or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of
the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these
Terms. Further, if you choose to sublicense any of your licensed rights set forth in Section 1.1
above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted
Parties and (ii) that if your licensed rights in Section 1.1 are transferred (such as because you sell
your Project NFT), then any such sublicenses you have granted in such licensed rights will
automatically terminate. Because virtually all public blockchains are licensed under open source
licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that
initially recorded ownership of your Project NFT. In such case, any rights granted under these
Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT
whose ownership is recorded on the mainnet version of the blockchain that is generally recognized
and predominantly supported in the blockchain industry as the legitimate successor of the original
blockchain (as determined in our sole discretion).
- Third Party Content. The Creator hereby represents and warrants to you that all of the copyrights in
the NFT Media are owned by the Creator, and does not contain (a) any artwork, images, video,
content or other works of authorship, (b) logos, trademarks, service marks, or trade dress or rights
of personality in which the relevant intellectual property rights are not owned by the Creator
(“Third Party Content”), provided that the foregoing shall not apply if the Creator has obtained a
license to such Third Party Content consistent with the licenses under this Agreement or the Creator
has supplemented this NFT License with an additional license that governs your right to use such
Third Party Content.
- Restrictions. Notwithstanding any of the above, you may not use the NFT Media in any way that
constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal
or obscene, or that promotes any such activity, as determined in Creator’s sole discretion, it being
understood that Creator may designate another entity such as a decentralized autonomous
organization (“DAO”) or committee of a DAO to make this determination in Creator’s place, in
which case Creator will be bound by that other entity’s decision. If a Project NFT is fractionalized
into smaller ownership interests (which may be represented by other tokens), the rights licensed
hereunder do not transfer to each of the owners of such fractionalized interests in the Project NFT,
but are only granted to those who own all fractionalized interests in a Project NFT or as may
otherwise be agreed by the owners of such fractionalized interests if each of such owners agree that
(a) the owner is not a Restricted Party and (b) the owner accepts these Terms. In order to purchase
the Project NFT if you are an individual, you must be 18 years of age or older if the age of lawfully
capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the
individual agreeing to the Terms must have the legal authority to bind the entity. If (a) you are an
individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the
entity nor any of your owners or investors or any of their directors, officers, employees, agents or
affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons
within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets
Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities;
(ii) is (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering,
anti-terrorist, economic sanctions and asset control laws; and (iii) is resident in a country or
jurisdiction under a U.S. embargo enforced by OFAC (“Restricted Parties”).
- DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION
- Disclaimers. YOUR ACCESS TO AND USE OF THE PROJECT NFT AND NFT MEDIA IS AT
YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM
EXTENT PERMITTED UNDER APPLICABLE LAW, CREATOR, ITS PARENTS,
AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS,
AGENTS, LICENSORS AND EQUITYHOLDERS (THE “>CREATOR ENTITIES”) 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 PROJECT NFTS AND
NFT MEDIA. 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 PROJECT NFTS AND NFT MEDIA; (B) THE OPERATION OR COMPATIBILITY
WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE,
BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C)
WHETHER THE PROJECT NFTS AND NFT MEDIA 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 PROJECT
NFTS AND NFT MEDIA. THE PROJECT NFTS AND NFT MEDIA ARE INTENDED FOR
CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY.
- Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT
IN NO EVENT WILL THE CREATOR 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 PROJECT NFT OR THE NFT MEDIA), HOWEVER CAUSED AND
UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR
OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND
NFT MEDIA OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY
OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF
THE CREATOR 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 THESE TERMS OR
THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND NFT MEDIA.
THE MAXIMUM AGGREGATE LIABILITY OF THE CREATOR ENTITIES 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 PROJECT 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 PROJECT NFTS IS SUBJECTIVE, HAVE NO
INHERENT VALUE AND THEREFOR CAN BE VOLATILE. YOU AGREE TO ASSUME
ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE PROJECT NFT AND NFT
MEDIA.
- Fundamental Elements. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH
ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
THE CREATOR ENTITIES AND YOU.
- Template Provider Disclaimers. You and Creator each agree and acknowledge and agree that (i)
these terms are based on a template that has been provided for public use, and (ii) each party and its
heirs, successors and assigns, irrevocably covenants and agrees not to assert or bring any suit,
claim, demand or challenge against the providers of such template, their parents, affiliates, related
companies, officers, directors, employees, agents, representatives, partners, service providers and
licensors (the “Template Provider Entities”) in connection with these terms, (iii) the availability
of these terms shall not be construed as legal advice for any particular facts or circumstances and
are not meant to replace consulting competent counsel who is aware of your specific facts and
circumstances and those of creator, and (iv) these terms might not reflect all current updates to the
law or applicable interpretive guidance.
- Indemnification. By entering into these Terms and accessing or using the Project NFTs or NFT
Media, you agree that you shall defend, indemnify and hold the Creator Entities harmless from and
against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees
and costs) incurred by the Creator Entities arising out of or in connection with: (i) your violation or
breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any
rights of any third party; (iii) your access to or use of the Project NFT or NFT Media; or (iv) any
fraud, negligence or wilful misconduct committed by you. For these limited purposes, the Creator
Entities (other than the Creator) are third party beneficiaries of the Terms.
- ADDITIONAL PROVISIONS
- Additional Features. Creator may choose to make additional features, access, content, items or
other benefits available to owners of Project NFTs (“Additional Features”). Creator has no duty
or obligation to provide you with any Additional Features, and you should not expect any
Additional Features when acquiring a Project NFT. Additional Features may be subject to
additional terms and conditions, which may be presented to you at the time they are made available.
- Termination of License. If you materially breach any of the provisions of these Terms, Creator may
terminate all of the licenses granted to you under these Terms. Creator 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 in Article 1 and shall cease
all further use of the NFT Media, and all sublicenses you have granted in the NFT Media shall
automatically terminate. The following sections shall survive the termination of these Terms and
shall continue in full force and effect subsequent to and notwithstanding any termination of these
Terms by Creator or you: Sections 1.3, 1.4, 1.6, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 3.3 and 3.4. Termination
will not limit any of Creator’s other rights or remedies at law or in equity.
- Miscellaneous. These Terms constitutes the entire and exclusive understanding and agreement
between Creator and you regarding the Project NFT and NFT Media and supersedes and replaces
any and all prior oral or written understandings or agreements between Creator and you regarding
the Project NFT and NFT Media. If any provision of these Terms shall be unlawful, void or for any
reason unenforceable, then that provision shall be deemed severable from these Terms and shall not
affect the validity and enforceability of any remaining provisions. These Terms and the licenses
granted hereunder may be freely assigned by Creator. Any purported assignment in violation of
these Terms 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.
- Governing Law & Arbitration. You and Creator shall cooperate in good faith to resolve any
dispute, controversy or claim arising out of, relating to or in connection with these Terms, including
with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a
“Dispute”). If the parties are unable to resolve a Dispute within ninety (90) days of notice of such
Dispute being received by all parties, such Dispute shall be finally settled by Binding Arbitration
(as defined below). Any Dispute not resolved within ninety (90) days shall be referred to and
finally resolved by arbitration administered by the American Arbitration Association (“AAA”)
under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by
these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party
who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give
notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for
Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, You may choose whether the
arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a
telephonic or video-conference hearing, or by an in-person hearing as established by the AAA
Rules. If Your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA
Rules. Any arbitration hearings will take place in New York, New York, or if you request, the
county (or parish) where You live, unless both Parties agree to a different location. The parties
agree that the arbitrator shall have exclusive authority to decide all issues relating to the
interpretation, applicability, enforceability and scope of this arbitration agreement. Payment of all
filing, administration and arbitrator fees will be governed by the AAA Rules. The language to be
used in the arbitral proceedings shall be English. The arbitration award shall be final and binding
on the parties (“Binding Arbitration”). The parties undertake to carry out any award without
delay and waive their right to any form of recourse insofar as such waiver can validly be made.
Judgment upon the award may be entered by any court having jurisdiction thereof or having
jurisdiction over the relevant party or its assets. You and Creator will each pay their respective
attorneys’ fees and expenses. These Terms and any action related thereto will be governed by the
laws of the State of New York, without regard to its conflict of laws provisions. Any dispute
arising out of or related to these Terms is personal to you and Creator and will not be brought as a
class arbitration, class action or any other type of representative proceeding. You and Creator
each agree that any claims may only be brought on an individual basis and not as a plaintiff
or class member in any purported class or representative action or other proceeding in which
a person attempts to resolve a dispute as a representative of another person or group of
persons. Unless both you and Creator agree otherwise, the arbitrator may not consolidate or
join more than one person’s or party’s claims, and may not otherwise preside over any form
of a consolidated, representative, or class proceeding. If you are a California resident, in
accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer Affairs by
contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by
telephone at (800) 952-5210.