MUNKO LICENSE AGREEMENT
MUNKO LICENSE AGREEMENT This Munko License Agreement (the “Agreement”) is entered into by and between Toklas, Inc. (“Toklas”) and the owner of the unique NFT collectible known as a Munko (“Munko NFT”) (“you”). This Agreement is effective as of the date you obtain ownership of the applicable Munko NFT, as can be verified through the relevant blockchain (“Effective Date”).
- Ownership. When you purchase a Munko NFT, you own the Munko NFT, provided that Toklas owns and will retain ownership of all intellectual property (including copyrights) in the Munko NFT in every stage and state (including genesis object, flat proto-Munko, three-dimensional Munko NFT, and all transitional stages and states), including the complete rendered image of, and all artwork, digital creations, drawings, designs, images, characters, objects and assets that are embodied in or associated with, any of the foregoing (together, the “Art”).
- Personal Use. Subject to the terms and conditions of this Agreement and your continued compliance therewith, Toklas hereby grants you a worldwide, royalty-free license to display, reproduce, perform, publish, distribute, and create derivative works (provided any such derivative works fall within the Permitted Modifications outlined in Section 4 below) of the purchased Art, including the 2D common blueprint corresponding to the Munko pictured on your Munko NFT, for the following purposes solely during the Term: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Munko NFT, provided that the marketplace cryptographically verifies the ownership of each Munko NFT to ensure that only the actual owner can display the Art; and (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Munko NFT, provided that such website or application cryptographically verifies the ownership of each Munko NFT 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 Munko NFT leaves the applicable website or application.
- Commercial Use. Subject to the terms and conditions of this Agreement and your continued compliance therewith, Toklas grants you a worldwide license to display, reproduce, perform, publish, and distribute the purchased Art, including the 2D common blueprint corresponding to the Munko pictured on your Munko NFT, for commercial purposes (“Commercial Use”). Examples of such Commercial Use may include (i) the use of the Art to produce and sell merchandise products (such as T-Shirts) displaying copies of the Art, (ii) ownership and/or operation of a marketplace that permits the use and sale of Munko NFTs generally, provided that the marketplace cryptographically verifies the ownership of each Munko NFT to ensure that only the actual owner can display the Art; and (iii) ownership and/or operation of a third-party website or application that permits the inclusion, involvement, or participation of Munko NFTs generally, provided that such third-party website or application cryptographically verifies the ownership of each Munko NFT 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 Munko NFT leaves the applicable website or application. For the sake of clarity, nothing in this Section will be deemed to restrict you from earning revenue from any of the foregoing Commercial Uses.
- Permitted Modifications. Notwithstanding anything in this Agreement to the contrary, you may not alter or modify the Art or the Munko NFTs in any way that would materially change the Art (e.g. change any colorations, redraw or render the Art in a different form than as it appears in the Munko NFT (other than an exact copy), or otherwise change the design), nor may you combine the Art or the Munko NFTs with any third party intellectual property, without prior written consent from Toklas, except that you may separate the Munko from the included background and place it on another background of any solid or substantially solid color for the purposes of any use otherwise permitted by Sections 2 and 3 of this Agreement. For any use permitted by Sections 2 and 3 of this Agreement, you must use the high-quality file of the Art or 2D common blueprint corresponding to the Munko pictured on your Munko NFT available for download at munko.io. You may use the Munko NFTs as an avatar or other digital identity, provided such use is non-commercial in nature. For the avoidance of doubt, this Agreement does not grant you the right to infringe on the intellectual property rights of anyone, including any other holders of Munko NFTs.
- License to Toklas. You hereby grant to Toklas and its affiliates a worldwide, royalty-free, sublicensable, transferable license under your rights in any work of authorship, invention, artwork, design, drawing, video, audio, audiovisual work, game, content, media, or other creation based on, incorporating, embodying, or derived from your Munko NFT or the Art (“Your Creation”) to display, reproduce, perform, publish, distribute, modify, revise, edit, alter, and create derivative works of Your Creation for (i) Toklas’ or any of its affiliate’s internal business purposes; and (ii) to market, advertise, or promote Toklas or any of its affiliates or any business, product, or project of Toklas or any of its affiliates.
- Term. The term of this Agreement will commence as of the Effective Date and will only continue for as long as you own the applicable Munko NFT, as can be evidenced by the unique token identification number entered on the block chain resulting from the purchase of such Munko NFT. This Agreement and all licenses granted to you herein shall automatically and immediately terminate (without the requirement of notice) upon your sale, transfer, trade, donation, gift, or other disposition of the Munko NFT.
- Indemnification. You agree to indemnify, hold harmless, and, at Toklas’ request, defend Toklas and its affiliates and each of their respective officers, directors, managers, employees, agents, members and stockholders from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) your exercise of any licensed rights hereunder; (b) your use of the Munko NFT or any Art in any manner and for any purpose; or (c) your breach of this Agreement or any applicable law or regulation.
- No Warranties. NEITHER TOKLAS NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, MEMBERS, OR SHAREHOLDERS MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MUNKO NFTs OR ART, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Final Sale. ALL SALES OF THE MUNKO NFTS ARE FINAL. YOU ACKNOWLEDGE THAT YOU WILL NOT HAVE AN ABILITY TO VIEW THE FINAL MUNKO NFT THAT IS GENERATED FOR YOU BASED ON YOUR RESPONSES TO THE MUNKO NFT QUESTIONNAIRE PRIOR TO YOUR PURCHASE OF THE MUNKO NFT, AND YOU AGREE THAT YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY PURCHASE UNDER ANY CIRCUMSTANCES, INCLUDING IF YOU ARE NOT SATISFIED WITH THE FINAL MUNKO NFT OR ANY ART.
- Additional Disclaimers, Waivers and Release.
- IN NO EVENT SHALL TOKLAS, ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, MEMBERS, OR SHAREHOLDERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Sales of the Munko NFTs are not intended to be an offering or sale of securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any law, rule, or regulation. Purchases and sales of Munko NFTs may not be subject to the protections of any laws governing those types of financial instruments. This document and all other content, including without limitation content on Toklas’ websites, do not constitute a prospectus or offering document, and are not an offer to sell.
- In the event that Toklas deposits digital assets or Munko NFTs into an incorrect address due to either (i) incorrect information uploaded by you, (ii) a data breach, hack, or other similar occurrence, or (iii) a general failure or malfunction of the underlying blockchain or third party technology, Toklas may not have the ability, and is under no obligation or duty but will use best efforts, to return such digital assets or Munko NFTs to you.
- Toklas does not give any advice or recommendation regarding the Munko NFTs, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the Munko NFTs for financial investment purposes. You are solely responsible for determining the nature, potential value, suitability, and appropriateness of your involvement with the sales of the Munko NFTs and any related use thereof for any purpose. The Munko NFTs are not designed for investment purposes and Toklas does not give any advice or recommendation that the Munko NFTs are to be considered as a type of financial investment by any law, rule, or regulation. With respect to the commercial use of the Munko NFTs, you acknowledge and agree that Toklas makes no representation nor do you have any expectation that you shall achieve any targets, financial or otherwise, for anticipated commercialization thereof, and you further acknowledge that any such sales are not at all correlated with the sales or perceived value of any Munko NFTs, and, furthermore, that any such increase in value or actual commercial activity involving of the Munko NFTs are in no way related to the efforts of Toklas in the operations of its business. With respect the sale of the Munko NFTs or commercialization thereof, you acknowledge and agree that you are not expecting to profit from the Munko NFTs in any way based on any efforts by Toklas or its affiliates. The purchase of a Munko NFT is a non-reversible and non-refundable event. Toklas shall have no obligation or liability for the secure custody or use of the Munko NFT or any losses arising from such custody or use or solely the purchasers.
- Please note the following risks in regarding non-fungible tokens (“NFTs”) and other digital assets: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.IN ADDITION, YOU HEREBY ACKNOWLEDGE THAT TOKLAS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ECONOMIC VIABILITY OR FINANCIAL CONSIDERATIONS OF THE SALE OF THE MUNKOS NFTs OR THE COMMERCIALIZATION THEROF, AND, ACCORDINGLY, TOKLAS SHALL NOT BE LIABLE TO YOU FOR ANY ECONOMIC LOSS OR FAILURE TO REACH PROJECTED AND/OR ANTICIPATED SALES WITH RESPECT THERETO.
- You hereby expressly waive and release any and all claims, now known or hereafter known, against Toklas and its affiliates and each of their officers, directors, managers, employees, agents, members, or shareholders (collectively, "Releasees"), related to the Munko NFTs, whether arising out of the ordinary negligence of Toklas or any Releasees or otherwise. You covenant not to make or bring any such claim against Toklas or any other Releasee, and forever release and discharge Toklas and all other Releasees from liability under such claims.
- Governing Law. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.