*This license agreement is modeled on the Yuga Labs license for CryptoPunks issued in 2022.
Terms and Conditions
Welcome to Skate Posse!
These terms and conditions outline the rules and regulations for the use of Skater Posse's Website, located at https://skateposse.io
By accessing this website, we assume you accept these terms and conditions. Do not continue to use Skate Posse if you do not agree to take all of the terms and conditions stated on this page.
Skate Posse Terms
Skate Posse is a collection of 10,000 digital collectible characters represented by non-fungible tokens (such tokens, "Skate Posse NFTs") minted by a smart contract deployed to the Ethereum blockchain at an address specified by the Skate Posse Smart Contract. The Skate Posse Smart Contract associates each Skate Posse NFT with a piece of digital art displaying one of the Skate Posse characters ("Skate Posse Art").
These terms ("Terms") are a legally binding agreement by and between the owner of a Skate Posse NFT ("you" or "Owner") and the creators of the Skate Posse collection ("we" or "us"), governing the parties' rights and obligations with respect to Skate Posse NFTs and Skate Posse Art.
NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:
BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
1. Ownership.
(a) You Own Your Skate Posse NFT. When you own a digital wallet that holds a Skate Posse NFT, as recorded by the Skate Posse Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Skate Posse NFT ("Your Skate Posse NFT"). Except for the Skate Posse NFTs we own, we have no right or ability to seize, freeze, or otherwise modify the ownership of any Skate Posse NFT.
(b) We Own (but License to You) the IP in Your Skate Posse Art. We own all rights, title, and interest in and to the Skate Posse Art including any and all copyrights, trademarks, and other intellectual property rights therein ("IP"). However, we grant you the License (defined below) to use the Skate Posse Art associated with Your Skate Posse NFT ("Your Skate Posse Art") for as long as you hold Your Skate Posse NFT.
(c) You Own the IP in Your Derivative Skate Posse Works. As between you and us, you own all rights, title and interest in and to any "derivative work," as defined by the United States Copyright Act, based upon Your Skate Posse Art created during the License Term (defined below) ("Derivative Skate Posse Work"); provided, however, that (i) we retain the copyright in the Skate Posse Art underlying any Derivative Skate Posse Work; (ii) your use of any Derivative Skate Posse Work during and after the License Term is subject to these Terms; and (iii) your use of any Derivative Skate Posse Work after the License Term may require a license from the current owner of the Skate Posse NFT.
(d) Utility. Owners may be offered utility, benefits, or entitlements (collectively,
2. License.
(a) Grant. Subject to your acceptance of and compliance with these Terms, upon lawfully acquiring your Skate Posse NFT and for as long as you hold your Skate Posse NFT (both dates as recorded by the Skate Posse Smart Contract) (the "License Term"), you are granted an exclusive, universe-wide, royalty-free, sublicensable license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit your Skate Posse Art ("License"). The License is intended to be broad, enabling you to make both commercial and non-commercial uses of your Skate Posse Art in any and all media, whether existing now or invented later, subject only to the restrictions set forth below.
(b) Restrictions and Reservations.
i. The License extends only to your Skate Posse Art, meaning the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise your Skate Posse Art. Thus, while the License allows you to create and exploit derivative Skate Posse Works, the License does not grant you rights in any individual element of your Skate Posse Art or a license to exploit any individual element separate and apart from your Skate Posse Art. For example, the License allows you to create three-dimensional renditions of and to add new clothing to your Skate Posse Art, but it does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.
ii. The License does not grant you any rights in or to Sk8 Labs' (or any other) trade names, brands, trade dress, or trademarks (e.g., "Skate Posse" or "Sk8 Labs"), all of which are expressly reserved to Sk8 Labs (collectively, "Sk8 Labs TM Rights"). You agree that any Sk8 Labs TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Sk8 Labs. For the sake of clarity, the Sk8 Labs TM Rights do not include your Skate Posse Art, in which you may acquire trademark rights through the exercise of your rights in accordance with, and subject to, these Terms and applicable law.
iii. Any application to register a trademark in your Skate Posse Art must occur during the License Term and be based solely upon the actual use of the Skate Posse Art in commerce and solely for the goods or services in connection with which your Skate Posse Art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in your Skate Posse Art on an "intent to use" basis or where you otherwise have not used your Skate Posse Art in commerce.
iv. You may not use your Skate Posse Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
v. You may not use your Skate Posse Art in a manner that violates applicable law.
vi. All rights not expressly granted herein are reserved by us.
(c) License Back to Sk8 Labs. You grant to Sk8 Labs an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable license to publicly display and otherwise use your Skate Posse Art alongside other Skate Posse Art for the purpose of promoting or exhibiting the entire Skate Posse collection.
3. Enforcement.
(a) Copyright Notices. The following copyright notice with Skate Posse Art: "Skate Posse Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative Skater Posse Work created during the License Term, provided that you also include the Your Name Copyright Notice.
(b) Copyright Registrations. Any application to obtain a copyright registration in Skate Posse Art shall identify Sk8 Labs as the copyright owner of the Skate Posse Art. Any application to obtain a copyright registration in a Derivative Skate Posse Work may identify you or such other person you designate as the copyright owner but shall identify Skate Posse Art as a pre existing work upon which the Derivative Skate Posse Work is based.
(c) Actions. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Skate Posse Art, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Skate Posse Art, not other Skate Posse Art—for example, on the ground that the other Skate Posse Art is substantially similar to Your Skate Posse Art; and (ii) [Your Name] may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.
(d) Disputes Among Owners. Sk8 Labs has no obligation to support the resolution of, or resolve any, dispute that may arise between Skater Posse NFT owners.
4. Transfers.
(a) No Decoupling. Except as expressly provided herein, ownership of a Skate Posse NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Skate Posse NFT.
(b) Termination of License. Upon the transfer of Your Skate Posse NFT to a new Owner, as recorded by the Skate Posse Smart Contract: (i) your License hereunder shall immediately and automatically terminate; (ii) you must discontinue any use of Skate Posse Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the License shall be deemed abandoned unless duly transferred to the new Owner under a separately negotiated written agreement.
(c) Published Skate Posse Works. If, during the License Term, you create and make available to the public a work using Skate Posse Art (a "Published Skate Posse Work"), you may, except as set forth in Section 4(b)(ii), continue to use and exploit that Published Skate Posse Work in accordance with these Terms after the License Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Skate Posse Work after the License Term; and (ii) this privilege does not allow you to use the Skate Posse Art to create any new works or materials after the License Term. Thus, for example:
• A digital series featuring Skate Posse Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring the Skate Posse Art would require a license from the new Owner.
• After the License Term, you may sell off existing inventories of merchandise featuring Your Skate Posse Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring the Skate Posse Art would require a license from the new Owner.
For your Skate Posse NFT collection, as the owner, you represent and warrant that you are of legal age and have the capacity to agree to these terms. You will only use and interact with the Skate Posse NFTs and Skate Posse Art in accordance with these terms, and will comply with all applicable laws and not violate any rights of Sk8 Labs, its licensors, or any third party.
You also acknowledge that you will not knowingly execute a transaction involving Skate Posse NFTs or Skate Posse Art with any person located in a country subject to a U.S. government embargo or designated as a terrorist-supporting country, or any individual listed on any U.S. government list of prohibited or restricted parties.
Please note that each Skate Posse NFT and Skate Posse Art is provided "as is" and "as available" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. Any transfer of ownership that may occur with your Skate Posse NFTs occurs on the decentralized ledger within the Ethereum blockchain, which Sk8 Labs does not control.
Sk8 Labs will not be responsible or liable to you for any loss or damage in connection with your Skate Posse NFTs or Skate Posse Art, and takes no responsibility for any use of or inability to use them, including but not limited to any losses, damages, or claims arising from user error, software or hardware behavior, data loss or corruption, blockchain network or wallet issues, unauthorized access, or the acts or omissions of any third party.
Please note that some jurisdictions may not allow the exclusion of implied warranties in consumer contracts, so the above exclusion may not apply to you.
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5. Representations and Warranties of the Owner. As the owner of a Skate Posse NFT from Sk8 Labs, you represent and warrant that you:
(a) are of legal age and have the capacity to enter into these Terms;
(b) will use and interact with your Skate Posse NFT only in accordance with these Terms;
(c) will comply with all applicable laws and regulations, and will not violate any rights of Sk8 Labs, its licensors, or any third party;
(d) will not execute any transaction involving your Skate Posse NFT with anyone located in a country subject to U.S. Government embargo or designated as a terrorist-supporting country, or with anyone listed on any U.S. Government list of prohibited or restricted parties.
6. Warranty Disclaimers.
(a) Each Skate Posse NFT is provided "as is" and "as available" without any warranty of any kind. Sk8 Labs explicitly disclaims any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement, and any warranties arising out of course of dealing or usage of trade.
(b) Each Skate Posse NFT is a digital asset that exists only by virtue of the ownership record maintained on the Ethereum blockchain. Any transfer of ownership occurs on the decentralized ledger within the Ethereum blockchain, which Sk8 Labs does not control.
(c) Sk8 Labs will not be responsible or liable to you for any loss in connection with your Skate Posse NFT, and takes no responsibility for any use of or inability to use your Skate Posse NFT, including, but not limited to, any losses, damages, or claims arising from: (i) user error, such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses; (ii) the behavior or output of any software or hardware; (iii) data loss or corruption; (iv) any features, developments, errors, or other issues with blockchain networks or wallets; (v) unauthorized access to your Skate Posse NFT; or (vi) the acts or omissions of any third party.
(d) Some jurisdictions do not allow the exclusion of implied warranties in consumer contracts, so the above exclusion may not apply to you.
7. Assumption of Risk. By owning a Skate Posse NFT, you acknowledge and accept all risks associated with the following:
(a) Skate Posse NFTs and Skate Posse Art may be used in various ways. While we encourage transparency, communication, and research before purchasing a Skate Posse NFT, including understanding previous and existing uses of the Skate Posse NFT and Art and how those uses may affect value, any purchase of a Skate Posse NFT is at your own risk. The Skate Posse team is not responsible for verifying or providing information on how a Skate Posse NFT or its Art have been exploited. Additional documentation from an Owner may be necessary or prudent.
(b) The Skate Posse team is not responsible for determining or paying any taxes that apply to any Owner's purchase, sale, or transfer of rights in each Skate Posse NFT. As between the parties, the Owner is solely responsible for determining what, if any, taxes apply to such transactions.
(c) Transactions involving Skate Posse NFTs and Skate Posse Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Skate Posse provides links or access to third-party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.
8. Indemnity. By owning a Skate Posse NFT, you agree to defend, indemnify, and hold Skate Posse, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys' fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Skate Posse NFT or Art, whether or not such person personally purchased a Skate Posse NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Skate Posse in writing prior to retention of such counsel, and upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent."
9. Limitation of Liability.
(a) To the maximum extent permitted by law, no indemnified party will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use or interact with any Skate Posse NFT or Skate Posse Art, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Skate Posse or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will any indemnified party's cumulative liability hereunder from all causes of action and all theories of liability exceed $100.
(b) By purchasing or owning a Skate Posse NFT, Owner acknowledges that the exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Skate Posse and Owner.
10. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Skate Posse NFT or Skate Posse Art (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the License or these Terms.
(b) Exceptions. As a limited exception to Section 10(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of these Terms.
(d) Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and Skate Posse won’t seek to recover the administration and arbitrator fees for which Skate Posse is responsible unless the arbitrator finds your Dispute is frivolous. If Skate Posse prevails in arbitration, Skate Posse will pay all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 10(d) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Skate Posse prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND SKATE POSSE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with a party’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entity of this Dispute Resolution section shall be null and void.(g) Severability. With the exception of any of the provisions in Section 10(f) (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part
11. Amendments. Skate Posse NFT collection reserves the right to update or change these Terms by publishing a new version publicly, which may be found on htts://skateposse.io or any successor website.
12. Governing Law and Forum Choice. These Terms and any actions related to them will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, regardless of any conflicts of law. Unless otherwise stated in Section 10 (Dispute Resolution), any disputes (as defined in Section 10) will be heard exclusively in state and federal courts located in the State and City of New York. By using Skate Posse NFT collection, you and Skate Posse NFT collection each agree to waive any objections to jurisdiction and venue in such courts."
13. Miscellaneous.
(a) The License applies only to the Skate Posse NFT on the blockchain that Sk8 Labs, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Skate Posse NFTs, only the non-fungible token recorded on the blockchain designated by Sk8 Labs will be eligible to receive the benefit of the License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Sk8 Labs is void.
(b) These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
(c) These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings, and agreements between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13(a) or as the parties may agree in writing.
(d) Failure to promptly enforce a provision of these Terms or any rights related to the Skate Posse NFT or Skate Posse Art will not be construed as a waiver of such provision or rights.
(e) Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
(f) The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of these Terms into full force and effect.
(g) If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein.
(h) The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect their interpretation.
(i) Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
(j) For purposes of these Terms, the words and phrases "include," "includes," "including," and "such as" are deemed to be followed by the words "without limitation."
(k) The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.
Disclaimer:
To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:
Limit or exclude our or your liability for death or personal injury;
Limit or exclude our or your liability for fraud or fraudulent misrepresentation;
Limit any of our or your liabilities in any way that is not permitted under applicable law; or
Exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.
As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
