Immortal Parasite NFT License Agreement
This Immortal Parasite NFT License Agreement (the “License”) is a legally binding agreement entered into between Unlimited (Jimmy Pfeil) and you. When you acquire any NFT related to the Immortal Parasite brand, you own all personal property rights to the token underlying the Immortal Parasite NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Immortal Parasite NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that Immortal Parasite NFT, except for the specific licensed rights set forth below.
Definitions
“Immortal Parasite NFT” means any Immortal Parasite branded or themed NFT created by or on behalf of Unlimited (Jimmy Pfeil).
“Immortal Parasite NFT Art” means the artwork, image or works of authorship associated with a specific Immortal Parasite NFT.
“Immortal Parasite brand” means any and all logos, trademarks, service marks, IPs and trade dress associated with Immortal Parasite, immortal-parasite.com, the Immortal Parasite NFTs, and Unlimited (Jimmy Pfeil), including the “Immortal Parasite” or “immortal-parasite.com” names, the “Agents of ZAF” name, or any other names of Immortal Parasite-related characters or products or service developed by us.
“Unlimited (Jimmy Pfeil),” “us,” “we,” or “our” means Unlimited, a business by Jimmy Pfeil.
“Commercial Use” means any activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a comic book or video game.
“NFT” means any blockchain-tracked non-fungible token, including those complying with the ERC-721A, ERC-721, ERC-1155, or other non-fungible token standard.
“you” or “your” means a lawful owner of an Immortal Parasite NFT.
For example, an Agents of ZAF NFT is also an Immortal Parasite NFT because it belongs to the Immortal Parasite brand.
This also means that Agents of ZAF itself, its NFT Art, all related products and sub-IPs such as „Girls of ZAF“ belong to the Immortal Parasite brand as an IP of Immortal Parasite.
The Immortal Parasite brand and all items listed under „Immortal Parasite brand“ belong to Unlimted (Jimmy Pfeil).
License Grant
Immortal Parasite NFT Art License. For as long as you lawfully own your Immortal Parasite NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:
1. a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Immortal Parasite NFT Art for your Immortal Parasite NFT for personal, non-commercial use (such as to display in your wallet, as a profile picture, to create a pixel-art version for use in a third party platform);
Which means, you can display your Immortal Parasite NFT or use it as a profile picture for non-Commercial Use. You can also create derivatives for non-Commercial Use.
2. a non-exclusive, worldwide, royalty-free, sub-licensable (but only to service providers assisting you with a Commercial Use) license to use, copy, reproduce and display the Immortal Parasite NFT Art for your Immortal Parasite NFT for any Commercial Use, as long as you don’t use the Immortal Parasite brand on, or to promote such Commercial Usecases. The license in this sub-section (2) does not include a right to create derivative works of the Immortal Parasite NFT Art except as necessary to adapt and depict the Immortal Parasite NFT Art in or on the goods or media created pursuant to this license, or as otherwise required in the “No Rights to Trademarks” Section below. From time to time, we may collaborate with third parties to create Immortal Parasite NFTs which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The license in this paragraph does not extend to any Immortal Parasite NFT or Immortal Parasite NFT Art that contains Third Party Content, and you may not use, copy, reproduce, display, create derivative works of, or create new NFTs based on such Third Party Content, or any portion thereof, for any Commercial Use, unless we or the applicable third parties expressly provide our consent in writing or by public announcement.
Which means, you can use your Immortal Parasite NFT for Commercial Use. Yes, you can even sell the derivatives, just as long as you don’t use the Immortal Parasite brand. The only exception is if an Immortal Parasite NFT is a product of a collab that contains content not owned by us, then you can’t use that specific Immortal Parasite NFT for Commercial Use unless we or our partner explicitly provide our consent in writing or through a public announcement.
Modifications and Derivative Works
We recognize that you might want to create modifications and derivative works of your Immortal Parasite NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that Unlimited (Jimmy Pfeil) may also modify, create derivative works of, and update any Immortal Parasite NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any Immortal Parasite NFT Art. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against Unlimited or Jimmy Pfeil or its affiliates or licensees in connection with their use of any Immortal Parasite NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works, or modifications in any Immortal Parasite NFT Art that have been created by you.
Basically we’re letting you make almost everything with Immortal Parasite NFT art, but we have the same mission. No harm no foul if we make something that happens to look similar to what you made.
No Rights to brand
Nothing in this License will be interpreted to grant you any rights to any Immortal Parasite Trademarks and the brand belonging to Unlimited (Jimmy Pfeil). Without our written permission, you may not use any Immortal Parasite IPs or items listed under „Immortal Parasite brand“ for any Commercial Use, including to register any domain names or social media accounts using any Immortal Parasite Trademarks. This includes any Immortal Parasite IPs that may be displayed or contained in any Immortal Parasite NFT Art for your Immortal Parasite NFT (and you will need to modify the Immortal Parasite NFT Art to remove or obfuscate such Immortal Parasite IPs before making any Commercial Use of such Immortal Parasite NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Immortal Parasite NFT or Immortal Parasite NFT Art.
Which means, we are NOT giving you rights to use the Immortal Parasite brand, IPs, trademarks, names or other logos. That includes Immortal Parasite trademarks and IPs on your Immortal Parasite NFT. You must get our written permission before using the Immortal Parasite brand, IPs, trademarks, names or other logos.
Transfer
The licenses granted above are non-transferrable, except that if you sell or transfer your Immortal Parasite NFT, you will no longer be granted the foregoing licenses in the Immortal Parasite NFT Art, and such license will transfer to the new owner of the Immortal Parasite NFT associated with such Immortal Parasite NFT Art. In connection with any sales, transfers or similar transactions of the Immortal Parasite NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Immortal Parasite NFT, they shall be deemed to accept the terms of this License. You may not transfer an Immortal Parasite NFT to a transferee that is located in a country that is subject to a German Government embargo, or that has been designated by the Garman government as a terrorist-supporting country; or is otherwise listed on any German Government list of prohibited or restricted parties.
Which means, these licenses are not transferable, unless you sell your Immortal Parasite NFT.
Restrictions
Notwithstanding any of the above, you may not use the Immortal Parasite NFT Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity.
Reasonable restrictions to what you can do with your Immortal Parasite NFT.
Reservation of Rights
All rights in and to the Immortal Parasite NFT Art and any other intellectual property of Unlimited (Jimmy Pfeil) not expressly licensed herein are hereby reserved by Unlimited (Jimmy Pfeil). All goodwill arising from any use of the Immotal Parasite brand, the IPs and trademarks will inure solely to Unlimited, Jimmy Pfeil and its affiliates.
If something you wann to do it’s not specifically permitted above, you have to first ask us and receive our consent.
DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION
Disclaimers
YOUR ACCESS TO AND USE OF THE IMMORTAL PARASITE NFT AND IMMORTAL PARASITE NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE IMMORTAL PARASITE NFTS AND IMMORTAL PARASITE NFT ART ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNLIMITED (JIMMY PFEIL), ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “UNLIMITED (JIMMY PFEIL) ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE UNLIMITED (JIMMY PFEIL) ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE IMMORTAL PARASITE NFTS AND IMMORTAL PARASITE NFT ART; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE IMMORTAL PARASITE NFTS AND IMMORTAL PARASITE NFT ART WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE IMMORTAL PARASITE NFTS AND IMMORTAL PARASITE NFT ART. THE IMMORTAL PARASITE NFTS ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. THEY ARE NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE UNLIMITED (JIMMY PFEIL) ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS LICENSE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS LICENSE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE UNLIMITED (JIMMY PFEIL) ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.
Imagine something you don’t like happening to Immortal Parasite or your Immortal Parasite NFT. Are there any limitations to Unlimited’s liability in that situation? Yes, there are some limitations which are spelled out here.
Indemnification
By entering into this License and accessing or using the Immortal Parasite NFTs or Immortal Parasite NFT Art, you agree that you shall defend, indemnify and hold Jimmy Pfeil and the Unlimited Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys‘ fees and costs) incurred by Jimmy Pfeil and the Unlimited Entities arising out of or in connection with: (i) your violation or breach of any term of this License or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Immortal Parasite NFT or Immortal Parasite NFT Art; (iv) any modifications to or derivative works of the Immortal Parasite NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.
Please use your Immortal Parasite NFT responsibly. If someone sues us because of something you did with your Immortal Parasite NFT, you will be responsible for any damages we face (including our legal expenses).
ADDITIONAL PROVISIONS
Additional Features
Unlimited (Jimmy Pfeil) may choose to make additional features, access, content, items or other benefits available to owners of Immortal Parasite NFTs (“Additional Features”). Unlimited (Jimmy Pfeil) has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an Immortal Parasite NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.
This license allows us to add more features to your Immortal Parasite NFT, but doesn’t create an obligation for us to do so.
Updating This License
We may modify this License from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review this License from time to time to view any such changes. Your continued access or use of the Immortal Parasite NFTs or Immortal Parasite NFT Art after the License has been updated will be deemed your acceptance of the modified License.
We will give you advance notice in case we change this license.
Termination of License
If you breach any of the provisions of this License, all licenses granted by Unlimited (Jimmy Pfeil) will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the Immortal Parasite NFT Art and shall cease all further use of the Immortal Parasite NFT Art. All provisions which by their nature should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by Unlimited (Jimmy Pfeil) or you. Termination will not limit any of Jimmy Pfeil’s or Unlimited’s other rights or remedies at law or in equity.
This license will be terminated if you breach any provisions.
Miscellaneous
If any provision of this License shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by Unlimited (Jimmy Pfeil) but may not be assigned by you without the prior express written consent of Unlimited (Jimmy Pfeil). Any purported assignment in violation of this License will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to this License. This License is governed by the laws of Germany, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Germany. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS LICENSE. You and Unlimited (Jimmy Pfeil) agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.
