Zkulls License Agreement
Last Updated as of October 1, 2023
This Zkulls NFT License Agreement (the “License”) is a legally binding agreement entered into between Likido and you. When you acquire a Zkulls NFT, you own all personal property rights to the token underlying the Zkulls NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Zkulls NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that Zkulls NFT, except for the specific licensed rights set forth below.
“Zkulls NFT” means any Zkulls branded or themed NFT created by or on behalf of Likido.
“Zkulls NFT Art” means the artwork, image or works of authorship associated with a specific Zkulls NFT.
“Zkulls Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with Zkulls, Zkulls.xyz, the Zkulls NFTs, and Likido, including the “Zkulls” or “Zkulls.xyz” names, the “Radikals” name, or any other names of Zkulls-related characters or products or service developed by us.
“Likido,” “us,” “we,” or “our” means Digital Venture Asset, LLC 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 digital entertainment such as a comic, animation or video game.
“NFT” means any blockchain-tracked non-fungible token, including those complying with the ERC-721, ERC-721A, ERC-1155, or other non-fungible token standard.
“you” or “your” means a lawful owner of a Zkulls NFT.
Zkulls NFT Art License.
For as long as you lawfully own your Zkulls NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:
- a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Zkulls NFT Art for your Zkulls 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);
- 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 Zkulls NFT Art for your Zkulls NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the Zkulls NFT Art except as necessary to adapt and depict the Zkulls 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 Zkulls NFT Art for Zkulls NFTs that you own, as long as you don’t use the Zkulls Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create Zkulls 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 Zkulls NFT or Zkulls 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 derivate works
We recognize that you might want to create modifications and derivative works of your Zkulls NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Likido may also modify, create derivative works of, and update any Zkulls NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any Zkulls 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 Likido or its affiliates or licensees in connection with their use of any Zkulls 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 Zkulls 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 Zkulls Trademarks belonging to Likido. Without our written permission, you may not use any Zkulls Trademarks for any Commercial Use, including to register any domain names or social media accounts using any Zkulls Trademarks. This includes any Zkulls Trademarks that may be displayed or contained in any Zkulls NFT Art for your Zkulls NFT (and you will need to modify the Zkulls NFT Art to remove or obfuscate such Zkulls Trademarks before making any Commercial Use of such Zkulls NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Zkulls NFT or Zkulls NFT Art.
The licenses granted above are non-transferrable, except that if you sell or transfer your Zkulls NFT, you will no longer be granted the foregoing licenses in the Zkulls NFT Art, and such license will transfer to the new owner of the Zkulls NFT associated with such Zkulls NFT Art. In connection with any sales, transfers or similar transactions of the Zkulls NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Zkulls NFT, they shall be deemed to accept the terms of this License. You may not transfer a Zkulls 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.
Notwithstanding any of the above, you may not use the Zkulls 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 Zkulls NFT Art and any other intellectual property of Likido not expressly licensed herein are hereby reserved by Likido. All goodwill arising from any use of the Zkulls Trademarks will inure solely to Likido and its affiliates.
Disclaimers, limitations of liability, and indemnification
YOUR ACCESS TO AND USE OF THE ZKULLS NFT AND ZKULLS NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE ZKULLS NFTS AND ZKULLS 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, LIKIDO, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “LIKIDO ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE LIKIDO 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 ZKULLS NFTS AND ZKULLS 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 ZKULLS NFTS AND ZKULLS 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 ZKULLS NFTS AND ZKULLS NFT ART. THE ZKULLS 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 LIKIDO 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 LIKIDO 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 LIKIDO 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 LIKIDO FOR YOUR ZKULLS 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.
By entering into this License and accessing or using the Zkulls NFTs or Zkulls NFT Art, you agree that you shall defend, indemnify and hold the Likido Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Likido 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 Zkulls NFT or Zkulls NFT Art; (iv) any modifications to or derivative works of the Zkulls NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.
Likido may choose to make additional features, access, content, items or other benefits available to owners of Zkulls NFTs (“Additional Features”). Likido has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Zkulls 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 Zkulls NFTs or Zkulls 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 Likido 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 Zkulls NFT Art and shall cease all further use of the Zkulls 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 Likido or you. Termination will not limit any of Likido other rights or remedies at law or in equity.
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 Likido but may not be assigned by you without the prior express written consent of Likido. 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 California, 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 Los Angeles, California. 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 Likido 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.