GANGSTER ALL STAR EVOLUTION NFT LICENSE AGREEMENT
This Gangster All Star Evolution NFT License Agreement (the “License”) is a binding contract between you and us, governing the ownership rights in Gangster All Star Evolution NFTs, Gangster NFT Art, and Gangster All Star Evolution IP. Your purchase of a Gangster All Star NFT means that you agree to be bound by the terms of the License. The License will remain in effect during the entire course of your ownership of a Gangster All Star Evolution NFT. The License includes the provisions in this document, as well as any additional terms we incorporate periodically at our discretion. Your use, in any way, of the Gangster All Star Evolution NFT, Gangster NFT Art or Gangster All Star Evolution IP is at all times subject to the License. Please read this License carefully.
1. Acceptance of License
YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS LICENSE.
This License may be prospectively changed, modified, altered or updated by us in our sole discretion at any time without prior notice. It is your responsibility to review this License periodically to view any such changes. Your continued access or use of the Gangster All Star Evolution NFTs or the Gangster NFT Art after any updates to the License shall be deemed your acceptance of such updated License.
3. License and Restrictions
Subject to the licenses expressly granted below, we (or our licensors, as applicable) own all rights, title and interest in and to the Creative Materials, all proprietary source and object code and any other technology associated with the Gangster All Star Evolution NFTs, including the Gangster All Star Evolution IP, and all intellectual property rights therein. Gangster All Star Evolution IP may be used only in connection with the Gangster All Star Evolution NFTs, for purposes expressly permitted in this License.
3.2 Limitations on Use
Unless explicitly stated by us or any applicable third party, you should assume that all Gangster All Star Evolution IP is protected by copyright, trademark or other applicable intellectual property rights and may not be used except as permitted in this License. We do not grant, by implication, estoppel, or any other manner, any license or right to use any Gangster All Star Evolution IP or Gangster All Star Evolution NFTs in a manner that is inconsistent with this License without prior written permission. To be clear, this License does not give you the right to use the “Gangster All Star Evolution” trademark or any of our other trademarks.
3.3 Grant of Licenses
Subject to your continued compliance with this License, we grant you, as a Gangster All Star Evolution NFT owner, a limited, non-exclusive, worldwide, non-transferable, royalty-free license to use the Creative Materials derived or comprising of the Gangster All Star NFTs that you own, solely, for the following purposes and uses:
You may not use the Creative Materials for any unlawful purpose or any purpose not expressly authorized above. You acknowledge and agree that Gangster Studios may periodically collaborate with third parties to create Gangster All Star Evolution NFTs or Gangster NFT Art that include images, artwork, logos, works of authorship, trademarks or other intellectual property owned by such third parties (“Third Party IP”). The licenses granted to you herein do no extend to any Gangster All Star Evolution NFTs or Gangster NFT Art that contain Third Party IP, and you are hereby prohibited from using, copying, reproducing, displaying, creating derivatives of, or minting new NFTs based on such Third Party IP for any Commercial Use. We reserve all rights in and to the Creative Materials not expressly granted to you under this License. Nothing in this License prevents or limits our rights to use the Creative Materials and the Gangster All Star Evolution IP for any purpose and in any manner, regardless if you consider such use to be competitive with any use by you within the scope of this License.
You are prohibited from engaging in (or permitting any third party from engaging in) any behavior with respect to the Creative Materials that would have the effect of:
We reserve all rights in and to the Creative Materials not expressly granted to you under this License.
3.5 Proprietary Notices
Additionally, you agree to not remove any proprietary notices or labels on or in Gangster All Star Evolution IP. You also agree to not bypass, modify, defeat or circumvent any technologies or methods used to deliver or protect the NFTs or any other Gangster All Star Evolution IP.
3.6 Modifications and Derivative Works
This License permits both you and us to create certain modifications and derivations of your Gangster NFT Art. You hereby acknowledge and agree that Gangster Studios may also make modifications, derivative works of, and update any Gangster NFT Art and create works of authorship similar or identical to your own modifications and derivatives of any Gangster NFT Art. Accordingly, you irrevocably consent on behalf of yourself and your heirs, successors and assigns not to bring any suit, claim, demand or challenge against us or our affiliates or licensees in connection with the use of any Gangster NFT Art or its modifications or derivations, even modifications or derivations created by you.
3.7 No Grant of Intellectual Property
Nothing in this License will be interpreted to grant you any rights to the Gangster All Star Evolution IP. Without prior written permission, you are prohibited from using the Gangster All Star Evolution IP in any Commercial Use whatsoever. For purposes of clarity and the avoidance of doubt, “Gangster All Star” and “Gangster All Star Evolution” is our trademark and nothing in this License grants you the right to use that trademark for any purpose.
The licenses granted herein are non-transferable, except that if you sell or transfer your Gangster All Star Evolution, you are immediately no longer granted such licenses in the Gangster NFT Art, and such licenses will transfer to the new owner of the Gangster All Star Evolution NFT associated with such Gangster NFT Art. Any transferee of a Gangster All Star Evolution NFT agrees that by purchasing, accepting, or otherwise acquiring a Gangster All Star Evolution NFT, he or she shall be deemed to accept the terms of this License. You shall not transfer a Gangster All Star Evolution NFT to any person: (i) appearing on the Specially Designated Nationals and Blocked Persons List (“SDN List”) of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), (ii) located in a country or region subject to sanctions by OFAC, which may change from time to time but, as of the date of these Auction Terms include, Crimea, Cuba, North Korea, Iran, Syria and (iii) identified as a terrorist organization on any other relevant lists maintained by any governmental authority
Upon your breach of any provision of this License, all licenses granted to you herein by Gangster Studios shall terminate immediately and automatically. Upon such termination of your licenses, you shall cease all marketing, distribution, sale of goods and services, and any associated media that feature Gangster NFT Art and you shall immediately cease all further use of the Gangster NFT Art. All provisions that shall naturally survive the termination of this License shall continue in full force and effect regardless of such termination. Further, any such termination shall not limit any of Gangster Studios’ rights or remedies available at law or in equity.
4. Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COSTS OF COVERING DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE CREATIVE MATERIALS OR RELATED SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE LESSER OF THE FEES YOU PAID TO US FOR GANGSTER ALL STAR EVOLUTION NFTS AND/OR ANY OTHER PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE SIX MONTHS PRECEDING THE CLAIM OR ONE HUNDRED (100) UNITED STATES DOLLARS.
You agree to defend, indemnify and hold us, our parent companies, subsidiaries, affiliates, contractors, suppliers, business partners and licensors and each of our respective officers, agents, partners and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, due to or arising out of (1) your use of the Gangster All Star Evolution NFTs or the Gangster NFT Art in violation of this License, or arising from a breach of this License (including, without limitation, any breach of your representations and warranties set forth in this License); (2) any allegation that any modifications or derivations that you make of your Gangster All Star Evolution NFT, or any use by you of the Creative Materials, infringes, misappropriates or otherwise violates the copyright, trademark, trade secret or other intellectual property rights of any party; (3) your violation of applicable laws and regulations; or (4) your activities or omissions in connection with the Gangster All Star Evolution NFTs or the Creative Materials more generally.
6. Force Majeure
In no event shall we be liable or deemed to be in breach of this License, or any current or future terms applicable to the License, for any delay or failure to perform the auction or related actions due to events including, but not limited to, riots, civil disorder, governmental order or law, accidents, earthquakes, explosions, strikes, lockouts, epidemics, pandemics or other public health crises or emergencies, hurricanes, war, technical failures, corrupted hardware or software or any other events or causes beyond our control that affect the administration, fairness, security or proper functioning of the Auction.
7. Governing Law
This License will be governed by laws of the State of Delaware, United States of America, regardless of the conflict of law provisions thereof and regardless of where you live.
As a condition of purchasing a Gangster All Star Evolution NFT, you and we agree that any and all disputes, claims, and causes of action (collectively, "Claims") arising out of or connected with the this License, shall be resolved exclusively by binding arbitration before one (1) arbitrator, except to the extent that we deem necessary to protect the Gangster All Star Evolution IP by seeking equitable relief, including by way of injunction, in a court of competent jurisdiction. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its International Arbitration Rules, and, as available, may be held by video conference or other remote means. Judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances shall you obtain any awards for, and you hereby waive all rights to claim, directly or indirectly, any punitive, incidental, consequential or any other damages, including attorneys’ fees, except for you actual out of pocket expenses associated with exercising your rights under this License. You hereby agree to waive all rights to have any damages multiplied or increased.
YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS LICENSE. YOU AND WE ALSO AGREE THAT (A) ANY CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE, MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) WE MAY SEEK A COURT INJUNCTION REGARDING INFRINGEMENT OF THE COMMERCIAL LICENSE. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY.
Some jurisdictions do not allow for mandatory arbitration or the limitations and exclusions of liability set forth above, therefore, the above may not apply to you. All issues, questions or comments regarding the construction, validity, interpretation and enforceability of this License, shall by governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to any choice of law or conflicts of law rules regardless of jurisdiction and regardless of where you live or from where you access our services.
The foregoing notwithstanding, you agree that any violation or use of your Gangster All Star Evolution NFT that infringes the Gangster All Star Evolution IP will subject us to irreparable harm not amenable to remedy by money damages alone and that we, therefore, have the right to seek equitable relief, including by way of injunction, in any court of competent jurisdiction to prevent or restrain such use, without prejudice to any of our other remedies at law or in equity and without the necessity of posting a bond.
You further agree that service of process upon you, either in the case of an arbitration pursuant to the foregoing or in the case of a court action to protect our rights in the Gangster All Star Evolution IP, may be effected by sending such process to you in the form of an NFT incorporating images or copies of such process directly to the crypto wallet that is holding your Gangster All Star Evolution NFT at the time of such service. You acknowledge that the nature of blockchain technology may make it difficult or impracticable to otherwise identify you and that such delivery to your crypto wallet is an effective and reliable method of providing you with actual notice of the foregoing legal proceedings. You agree that any court action to enforce or protect the Gangster All Star Evolution IP may be commenced in the courts located in the jurisdiction where we are located and you irrevocable waive any objection to the personal jurisdiction of such court so long as service of process has been effected in accordance with this paragraph.
Our failure to exercise or enforce any right or provision in this License shall not operate as a waiver of such right or provision, and we shall have the full discretion of exercising or enforcing such right or provision on the timing of our choosing. The section titles, subtitles and headers in this License are for convenience only and have no legal or contractual effect. This License is personal to you and may not be transferred or assigned at any time and under any circumstances. Our performance under this License is subject to existing and applicable laws, regulations and legal process. If any part of this License is deemed to be illegal, invalid, void or unenforceable for any reason, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remainder of the License shall be unaffected and shall continue to be fully valid, binding, and enforceable. This License applies solely to the extent permitted by law.
10. Limitations Period
You agree that regardless of any statute or law to the contrary, any claim, or cause of action you may have arising out of or related to the use of any Gangster All Star NFTs must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If you have any questions or comments, please contact us in our Discord server at https://discord.gg/gangsterallstar.