STARKADE NFT Licence
The STARKADE NFT Licence (this "Licence") is designed to grant and clarify the rights of a STARKADE NFT owner, to STARKADE's underlying STARKADE Art.
STARKADE reserves the right to modify this Licence at any time by posting a notice either at https://starkade.com, https://discord.gg/starkade, or in a conspicuous manner that STARKADE deems sufficient.
Section 1. Definitions
"STARKADE Legion" or “STARKADE Legion fighter” means the blockchain-tracked, non-fungible token that was originally generated on or in connection with the STARKADE: Legion Ethereum smart contract.
"STARKADE Art" means any art, design, drawings, data, and content that may be associated with STARKADE and all STARKADE Legion, including any such material subject to Copyright or similar rights that is derived from or based upon the STARKADE Legion fighter in compliance with this Licence.
"Own" means, with respect to a STARKADE NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is cryptographically recorded on the Ethereum blockchain. A person or entity owns a public key if it can sign a transaction on the Ethereum blockchain with the current date using the private key associated with that public key.
"STARKADE" means STARKADE Ltd, a UK based Limited Company (company number 11026364), and any parent companies, subsidiaries, affiliates, officers, directors, owners, employees, publishers, agents, contractors, subcontractors, Licencees, and licensors.
Section 2. Ownership
You acknowledge and agree that STARKADE (or, as applicable, its publishers) – as the creator of STARKADE Legion, and the software that generates the images for, and displays all of STARKADE Legion – owns all legal right, title and interest in and to the STARKADE Art, and all intellectual property rights therein. The rights that you have in and to the STARKADE Art are limited to those described in this Licence. STARKADE reserves all rights in and to the STARKADE Art not expressly granted to you in this Licence.
STARKADE will not Licence any STARKADE Art covered by this Licence, to entities that are not in possession of STARKADE Legion, therefore not in possession of STARKADE Art.
Section 3. Licence
3.1. Grant of Licence. Subject to your continued compliance with the terms of this Licence, by virtue of your purchase or generation of your STARKADE Legion fighter, STARKADE grants you a worldwide, non-exclusive, transferable, royalty-free Licence to use, copy, and display the STARKADE Art for STARKADE Legion fighter you Own.
3.2. Purposes. You may only use your Licenced STARKADE Art for your own personal use.
3.3. Transferability. Given that this Licence runs with your STARKADE Legion fighter, you may only transfer this Licence to the STARKADE Art in whole – and only by transferring the STARKADE Legion fighter in a manner that cryptographically verifies the transfer of the STARKADE Legion fighter, to ensure that the transferee of any STARKADE Legion fighter has received all right title and interest in the STARKADE Legion fighter, as well as the rights afforded by this Section 3 ofthis Licence.
3.4. Downstream Recipients; Licence Runs with STARKADE. You agree that this Licence is specific to the STARKADE Art that is or was generated in connection with a specific STARKADE Legion fighter, that the STARKADE Art is inextricably linked to that specific STARKADE Legion fighter, that the STARKADE Art runs with the STARKADE Legion fighter, and that therefore:
- (1) if you procured the STARKADE Legion fighter by generating the STARKADE Legion fighter on the site you hold, only the Licence to the STARKADE Art that was specifically generated for your specific STARKADE Legion fighter,
- (2) if you procured the STARKADE Legion fighter that you currently hold from a third party you only possess the Licence and rights associated with that STARKADE Legion fighter,
- (3) should you ever transfer the STARKADE Legion fighter from which your STARKADE Art was derived, to a third party, you also transfer this Licence in whole to the third party to which you transfer the STARKADE Legion fighter.
- (4) if a STARKADE Legion fighter gets stuck for any reason, including being transferred to an irretrievable contract, the rights to that fighter revert back to the STARKADE team in their entirety.
The Licence applies only to the extent that you continue to own the applicable STARKADE. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your STARKADE for any reason, your Licence will immediately expire with respect to those STARKADE Legion fighter of which you have dispossessed, this Licence will transfer to the party to whom you sold, traded, donated, gave, or transferred the STARKADE Legion fighter, the receiving party will automatically receive a Licence under this STARKADE Licence from STARKADE, and you will have no further rights in or to the STARKADE Art or any extension for those STARKADE Legion fighter.
You may not impose any further restrictions on the exercise of the rights granted or affirmed under this Licence, including, but not limited to binding future Licencees of this Licence to subLicences of this Licence.
3.5. Derivatives. STARKADE also grants you a limited Licence to create derivative works of your STARKADE Legion fighter, provided that STARKADE retains ownership of all such derivative works. All derivative works become STARKADE Art and are Licenced accordingly under this Licence.
3.6. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without STARKADE's express prior written consent:
- (i) use the STARKADE Art for your STARKADE Legion fighter in any way - either alone, or in connection with other images, videos, or other forms of media - that could be considered hateful, fraudulent, harassing, defamatory, obscene, threatening, intolerant, cruel, or in any manner that could reasonably be found to constitute hate speech, or otherwise infringe upon the rights of others;
- (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the STARKADE Art for your STARKADE Legion fighter;
- (iii) utilize the STARKADE Art for your STARKADE Legion fighter, for your, or any third party's benefit in contravention of this Licence;
- (iv) propagate or modify a covered work except as expressly permitted by this Licence.
To the extent that STARKADE Art associated with your STARKADE Legion fighter contains Third Party IP (e.g., Licenced intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows:
- (x) that you will not have the right to use such Third Party IP in any way except as incorporated in the STARKADE Art, and subject to the Licence and restrictions contained herein;
- (y) that, depending on the nature of the Licence granted from the owner of the Third Party IP, Creator may need to pass through additional restrictions on your ability to use the STARKADE Art; and
- (z) to the extent that Creator informs you of such additional restrictions in writing or email, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this Licence. The restriction in this Section will survive the expiration or termination of this Licence.
3.7. No endorsement. Nothing in this Licence constitutes or may be construed as permission to assert or imply that you are, or that your use of the STARKADE Legion fighter or STARKADE Art is, is connected with, or sponsored, endorsed, or granted official status by, STARKADE.
3.8. Attribution. If you transfer or convey your STARKADE Legion fighter, you must:
- (i) Retain any notices, identifications, or links attached to or associated with the STARKADE Legion fighter if any are supplied by STARKADE, with the STARKADE Legion fighter, including any copyright notices, notices that refer to this Licence, or any URL or hyperlink to this Licence, and
- (ii) indicate the STARKADE Legion fighter is Licenced under this Licence, and include the text of, the URL or hyperlink to, this Public Licence.
You may satisfy these conditions in any reasonable manner based on the medium, means, and context in which you transfer or convey the STARKADE Legion fighter. For example, it may be reasonable to satisfy the conditions by providing a URL or hyperlink to this Licence.
Section 4. Liabilities & Remedies
4.1. Breach. If you exceed the scope of this Licence without entering into a broader Licence with or obtaining an exemption from STARKADE, you acknowledge and agree that:
- (i) you are in breach of this Licence;
- (ii) in addition to any remedies that may be available to STARKADE at law or in equity, STARKADE may immediately terminate this Licence, without the requirement of notice; and
- (iii) you will be responsible to reimburse STARKADE for any costs and expenses incurred by STARKADE during the course of enforcing the terms of this Licence against you.
4.2. Indemnification. You agree to indemnify and hold harmless STARKADE from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any claims that (i) your use of the STARKADE Legion fighter infringes or otherwise violates any rights of any such third party, (ii) your use of the STARKADE Legion fighter in contravention of this Agreement, including but not limited to the prohibitions in Section 3.
4.3. Disclaimer of Representations Warranty. Except to the extent required by applicable law, the STARKADE Legion fighter is provided "as is" and "as available" without any representation or warranty of any kind, either expressed or implied, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether known or not known. the entire risk as to the quality and performance of the STARKADE Legion fighter lies with you.
4.4. Limitation of Liability. In no event unless required by applicable law will STARKADE be liable to you for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the STARKADE Legion fighter (including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties or a failure of the STARKADE Legion fighter to operate in any manner or a failure to notify any Licence holder of the existence of any derivative works.).
4.5. Recourse. Licence holders shall have the right to commence action for copyright infringement based on the rights granted under this Licence. STARKADE is under no obligation to pursue actions on behalf of a Licence holder.
4.6. Interpretation. If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the STARKADE Legion fighter.
Section 5. Miscellaneous Clauses
5.1. Mutual Representations and Warranties. Each party represents and warrants that: it has reviewed and understands all the terms of this Licence; it has the full right, power, and authority to enter into and perform its obligations and grant the rights, Licences, consents and authorizations it grants or is required to grant under this Licence; this Licence will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
5.2. Severability. If any provision of this Licence is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. To the extent it is not possible under applicable law to change or interpret the provision that is held to be unenforceable or invalid, such provision shall be severed from this Licence and the remainder of the Licence shall be given full force and effect.
5.3. 5.3. Entire Agreement. This Licence constitutes the sole and entire agreement between the parties. This Licence supersedes all prior understandings, Licences, representations, and documentation relating to the subject matter of this Licence. This Licence constitutes the sole and entire agreement between the parties. This Licence supersedes all prior understandings, Licences, representations, and documentation relating to the subject matter of this Licence.
5.4. Headings. The headings in this Licence are for reference only and do not affect the interpretation of this Licence.
5.5. Notices. All notices and other communications given in connection with this Licence shall be in writing and shall be deemed given (1) when sent via email to the last known email address of the party to whom the notice must be delivered, provided that receipt of the notice is acknowledged via a reply email or separate email acknowledging receipt of the notice; (2) three days after being deposited in the United Kingdom mail, postage prepaid to the recipient's address; or (3) posted at https://starkade.com.
5.6. Sale by STARKADE. This Licence shall inure to the benefit of STARKADE's successors in interest, including, without limitation, successors through merger, consolidation, or sale of substantially all of STARKADE's ownership or assets, and shall continue to be binding upon you.