RARE LABS NFT LICENSE
This Rare Labs License (“License”), along with our Terms of Service, governs the rights and responsibilities of Rare Labs NFT Holders with respect to their Rare Labs NFT and the associated Rare Labs Image. Capitalized terms not defined in this License have the meanings provided in the Terms of Service.
- Your Rights in the Rare Labs NFT:
You may freely sell, lend, transfer, donate, burn, or otherwise dispose of your Rare Labs NFT, subject only to your compliance with applicable law. If you sell your Rare Labs NFT, you shall pay us any applicable Rare Labs Royalty.
- Your License to the Rare Labs Image:
Subject to the terms and conditions of this License, we grant you an exclusive (except with respect to Rare Labs), worldwide, perpetual (for as long as you hold your Rare Labs NFT), royalty-free, non-transferable license under our copyrights to reproduce, prepare derivative works based upon, distribute, display, and perform your Rare Labs Image for personal and commercial purposes, in any medium, whether now known or later developed. The foregoing license does not include the right to reproduce, prepare derivative works based upon, distribute, display, or perform any Trait (as defined in the Definitions section below) or other element of your Rare Labs Image except as it appears in the context of your Rare Labs Image as a whole. We reserve all rights in each Rare Labs Image not expressly licensed in this License.
All uses of your Rare Labs Image are subject to your compliance with applicable law, this License, and the Terms of Service. In addition, you shall not use your Rare Labs Image in any way that is unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, or obscene, or that promotes any such activity, as we determine in our sole discretion.
- No License to Trademarks or Third-party Copyrights:
This License doesn’t grant you any rights to any trademarks, including Our Marks, or any third-party trademarks or copyrights. You shall not register any domain names or social media accounts using any of Our Marks. You acknowledge that we own all rights in the Rare Labs Images (subject to this License) and Our Marks and agree not to challenge the validity or enforceability of those rights. If any of Our Marks appear in your Rare Labs Image, to the extent any trademark rights may result from your use of such Rare Labs Image, all such use shall inure solely to our benefit. Nothing contained in this License prohibits you from using your unmodified Rare Labs Image or a derivative work based thereon prepared in compliance with this License as a trademark or other designation of origin, or acquiring trademark rights as a result of such use.
- Derivative Works:
Generally.Subject to our ownership of each Rare Labs Image, you own all rights in any derivative works based upon your Rare Labs Image that you prepare as authorized by this License, excluding derivatives automatically generated through processes we provide, for example, Zombie Apepes created by using the Z1 Serum. If you transfer your Rare Labs NFT, you may need to obtain a license from its current Holder to use any derivative work based upon the corresponding Rare Labs Image.
Limitation on Obscuring Traits.You shall not prepare any derivative work based upon your Rare Labs Image in which one or more of its Traits is obscured to the extent such work, ignoring its background, would display precisely the same Traits as a similarly obscured Rare Labs Image corresponding to another Rare Labs NFT, ignoring its background. If your Rare Labs Image is identical to another Rare Labs Image except for its background (a“Twin”), you shall not prepare a derivative work based upon your Rare Labs Image that uses the same background as such Twin.
Limitation on Adding TraitsYou shall not prepare any derivative work based upon your Rare Labs Image by adding Traits to the extent such work, ignoring its background, would contain precisely the same Traits as another Rare Labs Image, ignoring its background.
- Enforcing Your Rights:
Applicable law may authorize you to bring suit for infringement of your Rare Labs Image, which you may do subject to the terms and conditions of this License. We may elect to participate in such suits in our sole discretion, provided that any cooperation we provide at your request will be at your expense. We may elect to take control of any such suit in our sole discretion and at our expense except to the extent such intervention would materially prejudice your rights. We have no obligation to resolve or become involved in any dispute between Rare Labs NFT Holders. In some jurisdictions, you may need to register the copyright in your Rare Labs Image to bring suit for infringement. If you apply to register the copyright in your Rare Labs Image, you shall identify Rare Labs LLC-FZC as the author and claimant. If you apply to register the copyright in any derivative work based upon your Rare Labs Image, you shall disclose that such work is based upon a preexisting work.
- Copyright Notices:
You shall use commercially reasonable efforts to include the following copyright notice in proximity to each use of your Rare Labs Image and any derivative works based thereon: © 2022 Rare Labs LLC-FZC.
- Right of Other Holders:
Future Holders of your Rare Labs NFT and other Rare Labs NFT Holders may prepare derivative works based upon their Rare Labs Images, which may be similar or identical to derivative works that you create based upon your Rare Labs Image. Accordingly, on behalf of yourself and your heirs, successors, and assigns, you irrevocably covenant and agree not to assert or bring any copyright suit, claim, demand, or challenge against any other Rare Labs NFT Holder, or their past, present, or future parents, affiliates, successors, or licensees (or any of their partners, members, employees, officers, directors, contractors, agents, or shareholders) in connection with their use, reproduction, distribution, display, or performance of any derivative work based upon a Rare Labs Image, except to the extent such claim arises after you became the Holder of your Rare Labs NFT and is based upon a work that: (a) is identical to your unmodified Rare Labs Image; or (b) unequivocally depicts or refers to your Rare Labs Image (ignoring the background) based on its depiction of Traits and no other Rare Labs Image, it being understood that such unequivocal depictions and references do not include animations of another Rare Labs Image that transitorily depict or reference your Rare Labs Image merely through changes in facial expression.
- Your License is Non-transferable but Sublicensable:
Your license to the Rare Labs Image is non-transferable. You may sublicense your license to the Rare Labs Image through multiple tiers of sublicensees provided that: (a) each sublicensee agrees not to assert claims as provided in the Rights of Other Holders section above; (b) each sublicense shall automatically terminate when your license terminates; and (c) we are an intended third-party beneficiary of such agreements, with the right to enforce.
If you breach this License, we may terminate any or all rights granted to you hereunder immediately upon notice to you. Because you have a license to your Rare Labs Image only while you hold the corresponding Rare Labs NFT, if you sell, transfer, donate, burn, or otherwise dispose of your Rare Labs NFT, your license to the Rare Labs Image shall immediately terminate.
- Effect of Termination:
If your license to the Rare Labs Image terminates: (a) you shall cease all use of the Rare Labs Image and any derivative worked based thereon; (b) existing physical embodiments of the Rare Labs Image or derivatives thereof that you authorized in accordance with this License (e.g., T-shirts or hoodies displaying the Rare Labs Image) but no longer possess or control may continue to sold and distributed by others, but you may not sell or distribute any such physical embodiments that you possesses or control; and (c) to the extent you may have acquired any trademark rights in your Rare Labs NFT or any derivative work based thereon, such rights, including any corresponding applications or registrations, shall be deemed abandoned except to the extent that your license terminated as a result of a lawful transfer of your Rare Labs NFT to another Holder and you have assigned such rights to the new Holder under a separate written agreement.
You shall reimburse us for any costs and expenses that we incur in the course of enforcing the terms of this License against you, including reasonable attorneys’ fees.
For purposes of this License, the following terms have the meanings provided below.
“Trait” means any trait identified in the metadata of any Rare Labs NFT, e.g., in the case of Rare Apepes NFTs, Earring: Diamond Stud; Skin: White; Background: Purple.
“You,” “your,” etc. means a Rare Labs NFT Holder.