Cool Cats

NFT License

Your ownership of a Cool Cats NFT includes a license to use the Art associated with the NFT, which you can exercise while you own the NFT (an “NFT License”).

Our NFTs grant their owner a limited license to use the Art embodied by the NFT. Only the owner can exercise the license. The license lasts as long as you own the NFT.

Your NFT License supplements our Terms of Service and governs your rights with respect to the Art in any Cool Cats NFTs you own.

If you sell, trade, donate, give away, or otherwise transfer ownership of your NFT (any, a “Transfer”), your NFT License automatically transfers to the NFT’s new owner. Upon Transfer, your rights in or to the Art end, and you must cease any ongoing use of the Art and Derivatives.

Cool Cats has several collections of NFTs (“Collections”). The exact contours of your NFT License depends on your NFT’s Collection.

The Core License below applies to these Collections:

Other Collections are governed by separate NFT Licenses, available at these links:

Core License

Last updated: December 5, 2022

This NFT license (this “License”), along with our Terms of Service, governs your rights and responsibilities with respect the NFT to which it applies, including its Art and its Transfer (as defined below).

1. Definitions.

    1. “Art” means any art, design, drawing, or other pictorial or graphic work of authorship embodied by a Cool Cats NFT you own.
    2. “Cool Cats NFT” means an NFT made available by us under this NFT License.
    3. “Creator Fee” means the amount due to Cool Cats upon Transfer of a Cool Cats NFT, as reflected by the NFT’s smart contract at Transfer.
    4. “Marketplace” means any third-party exchange or market that collects and distributes to Cool Cats any Creator Fee payable upon Transfer.
    5. “Merchandise” means any physical goods or any digital goods other than NFTs.
    6. “NFT” means any blockchain-tracked, non-fungible token including in the Collections to which this license applies.
    7. “own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
    8. “Transfer” means any sale, trade, donation or other transfer of ownership of a Cool Cats NFT.

2. Ownership.

This License gives you rights to use the Art, but you don’t own it.

  1. Creator (or, as applicable, its licensors) owns all worldwide legal right, title and interest in and to the Art, and all intellectual property rights therein. Your rights in and to the Art are limited to those described in this License. Creator reserves all rights in and to the Art not expressly granted by this License.

Be cool to our community, which the Creator Fee supports. Sell only on Marketplaces. You must pay the Creator Fee at the time of Transfer unless a Marketplace pays it for you.

3. Transfer

  1. How to Transfer. You may only Transfer, or offer for Transfer, your Cool Cats NFT on Marketplaces, except with our prior written permission. Whenever you list or offer your Cool Cats NFT for Transfer, you must ensure the offer or listing maintains a prominent disclosure and link to this License.
    1. For example: “By purchasing this NFT, you agree to the applicable NFT License located at[___].”
  2. Creator Fee. Upon any Transfer, we are entitled to the Creator Fee. You must pay us the Creator Fee at the time the Transfer occurs, unless a Marketplace collects and remits the Creator Fee to us, promptly and in full.
    1. You remain liable to us for the Creator Fee until it is paid in full.
    2. The Creator Fee does not cover any other payments or fees that may apply to a Transfer, like gas or platform fees.
    3. For clarity, the Creator Fee applies to any Transfer, regardless of the means used to effect it, including any off-chain Transfer.
  3. Effect of Transfer. If you Transfer your Cool Cats NFT, this License is automatically conveyed to the NFT’s new owner by operation of law. Upon Transfer, your rights under this License, and you must cease any ongoing use of the Art and Derivatives, except as permitted by Section 3(c).
  4. Residual rights. If your rights under this License end, physical embodiments of the Art that you lawfully authorized, but no longer possess or control, may continue to be owned and distributed by others, as provided under the U.S. Copyright Act. For clarity, you may not distribute or make available or transact any physical embodiments remaining in your possession or control.

4. License.

You may only use Art:

  • for your own non-commercial purposes;
  • to create derivative works that don’t look like Art in other NFTs; and
  • to sell Merchandise using the Art or any Derivatives you create.
  1. Subject to and conditioned upon your continued compliance with the terms of this License, Creator grants you a worldwide, non-exclusive, royalty-free license to use the Art associated with your Cool Cats NFTs solely for these purposes:
    1. for your own personal, non-commercial display and use;
    2. for creating derivative works based upon the Art, provided that no such derivative works are substantially similar to any other Art in Cool Cats NFTs, as determined in our sole discretion (“Derivatives”); and
    3. for commercializing your own Merchandise that includes, contains, or consists of the Art or your Derivatives.
  2. For clarity, this License does not restrict you from using, owning or operating, or earning revenue from any third-party service, website or application that permits the inclusion, involvement, or participation of NFTs generally, including Marketplaces; provided the third party service always requires blockchain-based verification of ownership of all NFTs it displays or uses.

    Sublicensing is permitted under a written agreement, but only if

    1. we, and any subsequent owner, can end the sublicense at any time
    2. before any Transfer, you make efforts to inform potential buyers of the sublicenses
  3. Sublicenses. You may sublicense your rights under this License to third parties pursuant to a written agreement (like an online terms of service), provided that:
    1. The written agreement states that any sublicensed rights terminate upon your Transfer of the Cool Cats NFT or are otherwise freely terminable by the current Owner and by us following Transfer of the NFT; and
    2. prior to any Transfer, such as when you offer the NFT for sale in a Marketplace, you make reasonable efforts to describe all such sublicenses to potential buyers of the NFT. However, if a Marketplace does not allow you to provide such descriptions, you have made reasonable efforts with respect to that Marketplace.
    3. Assignment; Termination. This License is not assignable or transferable except by Transfer of the Cool Cats NFT to which this License applies. However, we may terminate this License as it relates to you, in whole or in part, for any reason described in this License or any other reason, in our sole discretion, at any time, with or without notice, by any means we elect to use.

5. Restrictions.

  1. Don’t use Art or Derivatives in connection with hatred, cruelty, violence or in any infringing manner.
  2. You may not use the Art in connection with – or create Derivatives that depict or contain – hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others.

6. Unpermitted Use.

  1. Please contact us first if you are not sure whether this License permits your intended use of your NFT, its Art or any Derivatives.
  2. If you violate the terms of this License, without entering into a broader license agreement with or obtaining written permission from Creator:
    1. you are in breach of this License;

      Ask our permission if you think you may exceed the scope of this License. Violations aren’t cool, so we can terminate the license and recoup our costs.

    2. the Creator may immediately terminate this License and/or use technical measures to suspect or restrict your NFT’s Art—with or without notice and in addition to any legal remedies that may be available to Creator; and
    3. you must reimburse Creator for any costs and expenses incurred by Creator during the course of enforcing the terms of this License against you.