AKIRA — NFT License Agreement

This AKIRA NFT License Agreement (the "License") is a legally binding agreement entered into between AKIRA Labs and you. When you acquire an AKIRA NFT, you own all personal property rights to the token underlying the AKIRA NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that AKIRA NFT), but you do not own the associated artwork, brand, or other intellectual property associated with that AKIRA NFT, except for the specific licensed rights set forth below.

Definitions

"AKIRA NFT" means any AKIRA branded or themed NFT created by or on behalf of AKIRA Labs.
"AKIRA NFT Art" means the artwork, image or works of authorship associated with a specific AKIRA NFT.
"AKIRA Trademarks" means any and all logos, trademarks, service marks, and trade dress associated with AKIRA, akiraeth.com, the AKIRA NFTs, and AKIRA Labs, including the "AKIRA" or "Akiraeth.com" names, or any other names of AKIRA-related characters or products or services developed by us.
"AKIRA Labs," "us," "we," or "our" means AKIRA Labs and/or its affiliates.
"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 AKIRA NFT.

Capitalized terms that you see have the meanings set forth in this "Definitions" Section.

License Grant

AKIRA NFT Art License. For as long as you lawfully own your AKIRA NFT, and subject to your compliance with the terms of this License, we hereby grant you the following rights:

A non-exclusive, worldwide, royalty-free license to use, reproduce, display, modify, and create derivative works of the AKIRA NFT Art for your AKIRA 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).
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 AKIRA NFT Art for your AKIRA NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the AKIRA NFT Art except as necessary to adapt and depict the AKIRA NFT Art in or on the goods or media created pursuant to this license. But this license does permit you to mint and create new NFTs and NFT projects based on your AKIRA NFT Art for AKIRA NFTs that you own, as long as you don't use the AKIRA Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create AKIRA NFTs which include Third Party Content. The license in this paragraph does not extend to any AKIRA NFT or AKIRA NFT Art that contains Third Party Content, and you may not use such Third Party Content for any Commercial Use, unless we or the applicable third parties expressly provide our consent in writing or by public announcement.

You can use your AKIRA NFT for Commercial Use. Yes, you can even sell the derivatives, just as long as you don't use the AKIRA Trademarks.

Modifications and Derivative Works

We recognize that you might want to create modifications and derivative works of your AKIRA NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that AKIRA Labs may also modify, create derivative works of, and update any AKIRA NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any AKIRA 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 AKIRA Labs or its affiliates or licensees in connection with their use of any AKIRA NFT Art or any adaptations, derivative works, and modifications thereto.

We're letting you make dope stuff with AKIRA 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 Trademarks

Nothing in this License will be interpreted to grant you any rights to any AKIRA Trademarks belonging to AKIRA Labs. Without our written permission, you may not use any AKIRA Trademarks for any Commercial Use, including to register any domain names or social media accounts using any AKIRA Trademarks. This includes any AKIRA Trademarks that may be displayed or contained in any AKIRA NFT Art for your AKIRA NFT (and you will need to modify the AKIRA NFT Art to remove or obfuscate such AKIRA Trademarks before making any Commercial Use of such AKIRA NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any AKIRA NFT or AKIRA NFT Art.

We are NOT giving you rights to use the AKIRA Trademark or other logos. You must get our written permission before using AKIRA Trademarks or logos.

Transfer

The licenses granted above are non-transferrable, except that if you sell or transfer your AKIRA NFT, you will no longer be granted the foregoing licenses in the AKIRA NFT Art, and such license will transfer to the new owner of the AKIRA NFT associated with such AKIRA NFT Art. In connection with any sales, transfers or similar transactions of the AKIRA NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the AKIRA NFT, they shall be deemed to accept the terms of this License. You may not transfer an AKIRA NFT to a transferee that is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a terrorist-supporting country.

These licenses are not transferable, unless you sell your AKIRA NFT.

Restrictions

Notwithstanding any of the above, you may not use the AKIRA 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.

Reservation of Rights

All rights in and to the AKIRA NFT Art and any other intellectual property of AKIRA Labs not expressly licensed herein are hereby reserved by AKIRA Labs. All goodwill arising from any use of the AKIRA Trademarks will inure solely to AKIRA Labs and its affiliates.

If you ever ask yourself "what if I want to [insert obscure corner-case scenario]?" — if 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 AKIRA NFT AND AKIRA NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE AKIRA NFTS AND AKIRA 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, AKIRA LABS, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE "AKIRA ENTITIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE AKIRA 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. THE MAXIMUM AGGREGATE LIABILITY OF THE AKIRA ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID AKIRA LABS FOR YOUR AKIRA NFT.

Indemnification

By entering into this License and accessing or using the AKIRA NFTs or AKIRA NFT Art, you agree that you shall defend, indemnify and hold the AKIRA Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the AKIRA 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 AKIRA NFT or AKIRA NFT Art; (iv) any modifications to or derivative works of the AKIRA NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.

Please use your AKIRA NFT responsibly. If someone sues us because of something you did with your AKIRA NFT, you will be responsible for any damages we face.

Additional Provisions

Additional Features

AKIRA Labs may choose to make additional features, access, content, items or other benefits available to owners of AKIRA NFTs ("Additional Features"). AKIRA Labs has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an AKIRA NFT.

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. Your continued access or use of the AKIRA NFTs or AKIRA NFT Art after the License has been updated will be deemed your acceptance of the modified License.

Termination of License

If you breach any of the provisions of this License, all licenses granted by AKIRA Labs 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 AKIRA NFT Art and shall cease all further use of the AKIRA NFT Art.

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 AKIRA Labs but may not be assigned by you without the prior express written consent of AKIRA Labs. This License is governed by the laws of the State of California, without regard to conflict of laws rules. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY.