Jinnba NFT License Agreement

LICENSE GRANT

Jinnba NFT Art License. For as long as you lawfully own your Jinnba 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 Jinnba NFT Art for your Jinnba 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 Jinnba NFT Art for your Jinnba NFT for any Commercial Use. The license in this sub-section (2) does not include a right to create derivative works of the Jinnba NFT Art except as necessary to adapt and depict the Jinnba 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. But this license does permit you to mint and create new NFTs and NFT projects based on your Jinnba NFT Art for Jinnba NFTs that you own, as long as you don't use the Jinnba Trademarks on, or to promote, such new NFTs. From time to time, we may collaborate with third parties to create Jinnba 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 Jinnba NFT or Jinnba 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.

MODIFICATIONS AND DERIVATIVE WORKS

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

No Rights to Trademarks. Nothing in this License will be interpreted to grant you any rights to any Jinnba Trademarks. Without our written permission, you may not use any Jinnba Trademarks for any Commercial Use, including to register any domain names or social media accounts using any Jinnba Trademarks. This includes any Jinnba Trademarks that may be displayed or contained in any Jinnba NFT Art for your Jinnba NFT (and you will need to modify the Jinnba NFT Art to remove or obfuscate such Jinnba Trademarks before making any Commercial Use of such Jinnba NFT Art). You may not remove, delete, or obscure any trademark notice, copyright notice or other intellectual property notice in any Jinnba NFT or Jinnba NFT Art.

TRANSFER

The licenses granted above are non-transferrable, except that if you sell or transfer your Jinnba NFT, you will no longer be granted the foregoing licenses in the Jinnba NFT Art, and such license will transfer to the new owner of the Jinnba NFT associated with such Jinnba NFT Art. In connection with any sales, transfers, or similar transactions of the Jinnba NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Jinnba NFT, they shall be deemed to accept the terms of this License. You may not transfer a Jinnba 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; or is otherwise listed on any U.S. Government list of prohibited or restricted parties.

RESTRICTIONS

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

RIGHTS RESERVATION

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

DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION

YOUR ACCESS TO AND USE OF THE JINNBA NFT AND JINNBA NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE JINNBA NFTS AND JINNBA 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, JINNBA, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE JINNBA 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 JINNBA NFTS AND JINNBA 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 JINNBA NFTS AND JINNBA 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 JINNBA NFTS AND JINNBA NFT ART. THE JINNBA 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 JINNBA 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 JINNBA 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. THE MAXIMUM AGGREGATE LIABILITY OF THE JINNBA ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID JINNBA FOR YOUR JINNBA NFT. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

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