This Agreement (hereinafter referred to as the “Agreement”) constitutes a legally binding agreement that
is made by and between Toy Boogers
LLC (hereinafter referred to as “Licensor” or “toyboogers.io”) and the NFT Buyer (hereinafter referred to as the “Licensee” or “Purchaser” or
“You” or “Your”).
This Agreement becomes effective at the time You purchase Your Toy Boogers NFT, whether directly from
toyboogers.io website or through
secondary marketplaces. If You do not agree with any of the terms in this Agreement, Your only recourse is to refrain from purchasing a Toy
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set
forth and for other good and
valuable consideration as set forth herein, Licensor and Licensee agree as follows:
I. “Agreement” means the entire content of this document.
II. “Toy Boogers NFTs” shall mean and refer to Licensor’s creation of unique digital collectibles, also known as a NFTs, that is managed entirely by the Ethereum network and the respective smart contract on that network.
III. “NFT” shall mean any blockchain-tracked, non-fungible token, also referred to as a ‘token.’
IV. “Purchased NFT” meaning a Toy Boogers NFT that You own in Your Ethereum wallet that You have continual access to.
V. “Smart Contract” shall mean lines of code or a transaction protocol which is intended to automatically execute, control, or document basic relevant events and actions according to the terms of an agreement. The code and the agreements contained therein exist across a distributed, decentralized blockchain network.
VI. “Permissible Work” or “Art” shall mean the art contained in the Toy Boogers NFTs that You own.
V. You represent and warrant that You understand the cryptocurrencies and NFT market, along with its associated risks, expenses, and fees. To initiate certain transactions on the Website, You must voluntarily invoke one or more smart contract operations from an Ethereum Wallet. All such transactions on the Website, including sale or purchases of NFTs are initiated though one or more smart contracts at Your sole discretion and complete risk. The smart contracts are configured to facilitate the execution of a sale or transfer of an NFT. You acknowledge the risk of smart contracts and agrees to be bound by the outcome of any smart contract operation by invoking, calling, requesting, or otherwise engaging with the smart contract, whether or not the smart contract behaves as per Your expectations. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology.
3. Intellectual Property Ownership
I. Your purchase of a Toy Boogers NFT and holding it in Your own Ethereum wallet that you have continual access to, and subject to your continued compliance to the terms and condition of this Agreement, grants you a worldwide, non-exclusive, non-transferable, license to use and display the Art of Your Purchased NFTs, solely for the following purposes:
i. Personal use and display.
ii. Commercial use of the Purchased NFT Art for the purpose of creating derivative works and commercializing such works as NFTs or merchandise that includes, contains, or consists of the Art within your Purchased NFTs, subject to the following clauses:
1. The non-exclusive license that is granted applies only to the extent that You continue to own the applicable Purchased NFT. If at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Purchased NFT for any reason, the license granted in this section will immediately expire with respect to those Purchased NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. The rights and obligations under this Assignment will inure to the benefit and be binding upon any of Licensee's successors and assignees, as well as Licensor's.
2. Licensee agrees not to use the Permissible Work to commit any criminal offense, nor to distribute any malicious, harmful, offensive or obscene material. You shall indemnify, defend (at Licensor’s request) and hold harmless Licensor, its affiliates and its respective employees, and contractors, from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) arising from Your breach or alleged breach of this section.
3. This commercial license does not permit the use of Toy Boogers Art, the Toy Boogers name, or trademarks to be used for company or product branding, for example but not limited to, the creation of logos, companies, or products with the Toy Boogers name or Art.
4. The contents of this document constitute the entire agreement between Licensor and Licensee and supersedes any prior or contemporaneous understandings, whether written or oral.
5. This Agreement will be binding upon, and will inure to the benefit of, each party and their respective successors and assigns.
I. You may resell or otherwise transfer your Toy Boogers NFTs to a third-party. By purchasing the Toy Boogers NFTs from Toy Boogers LLC, You acknowledge and agree that all terms of this Agreement are binding on any subsequent owner and that You will bind the subsequent owner to all the terms of this Agreement, such that the subsequent owner must bind any succeeding owner to the terms of this Agreement, and so on, thus, causing all owners of the purchased Toy Boogers NFTs to be subject to this Agreement.
6. Jurisdiction and Governing Law
I. This Agreement shall be governed in all respects by the laws of the United States of America and the laws of the state of California. Licensor and Licensee consent to jurisdiction under the state and federal courts within the state of California.