Terms and Conditions

Terms & Conditions for Apocalypse Studio Digital Artworks

Last Updated: October 1, 2024

1. Definitions.

"Art" means any art, design, drawings, or other media that (1) Apocalypse Studio, Apocalypse Art, Apocalypse, or any artist associated with these entities has produced and (2) may be associated with an NFT that you Own.

"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721, ERC-1155, and similar standards.

"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.

"Purchased NFT" means an NFT that you Own.

"Third Party IP" means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

"Commercial Use" means any use of the Art primarily intended for or directed toward commercial advantage or monetary compensation. This includes, but is not limited to, selling reproductions of the Art, using the Art in advertising or marketing materials for products or services, or incorporating the Art into products for sale.

2. Ownership

You acknowledge and agree that Apocalypse Studio ("Apocalypse") (or, as applicable, its licensors, such as individual artists, influencers, athletes, celebrities, and/or other individuals) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms & Conditions ("T&Cs") below. Apocalypse and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these T&Cs.

3. License

Subject to your continued compliance with these T&Cs, Apocalypse grants you a worldwide, non-exclusive, non-transferable, royalty-free license to display the Art for your Purchased NFTs, solely for the following purposes:

(i) for your own personal, non-commercial use;

(ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner's rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or

(iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner's rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.

For the purposes of (iii), acceptable "inclusion, involvement, or participation" refers to displaying the Art as part of a user's profile or collection, using the Art as an avatar, or including the Art in a virtual gallery or showcase. It does not include using the Art for the website's or application's branding, marketing, or other commercial purposes.

4. Printing Rights

Your right to "display the Art" as defined above allows you to print or have printed the Art for personal, non-commercial purposes, for example for display at your home or office. This allowance includes the right to print the Art on a t-shirt, poster, canvas, or any other substrate. This allowance extends to personal and non-commercial use and quantities. No commercial printing, manufacture, or resale of any kind is implied or allowed.

5. Restrictions

You agree that you may not, nor permit any third party to do or attempt to do any of the following without Apocalypse's express prior written consent in each case:

(i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;

(ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service;

(iii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

(iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use;

(v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs;

(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or

(vii) otherwise utilize the Art for your Purchased NFTs for your or any third party's commercial benefit.

To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from an artist, celebrity, athlete, or other individual or company), you understand and agree as follows: (A) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (B) that, depending on the nature of the license granted from the owner of the Third Party IP, Apocalypse may need to pass through additional restrictions on your ability to use the Art; and (C) to the extent that Apocalypse informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these T&Cs. The restriction in Section 5 will survive the expiration or termination of these T&Cs.

6. Termination of License Upon Transfer of Purchased NFT

The license granted in Section 3 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.

7. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

As used herein the phrase "Apocalypse Parties" means Apocalypse Studio, its direct and indirect present and future parent, subsidiary and affiliate entities, and their respective vendors and licensors. All purchased NFTs are provided "as is" and "as available" without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Apocalypse Parties disclaim all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.

To the fullest extent permissible by applicable law, in no event shall the Apocalypse Parties be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to any NFT. You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage.

And in any event, to the maximum extent permitted by applicable law, the Apocalypse Parties' total aggregate liability shall not exceed the total sum paid directly by you to Apocalypse for the applicable purchased NFT. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law. Please be aware that this limitation of liability provision applies to new jersey residents (and residents of any other states, territories, and/or jurisdiction).

8. ASSUMPTION OF RISK

You agree as follows: (A) To the extent a there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value; (B) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet," and the Apocalypse Parties will not be responsible for any of these, however caused; (C) the Apocalypse Parties do not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time; (D) upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Purchased NFTs; (E) NFTs are made available solely for entertainment purposes; (F) the Apocalypse Parties are not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called "secondary market"), and the Apocalypse Parties shall have no liability in connection with any such transaction.

9.Governing Law and Jurisdiction

These T&Cs and all matters related to them and/or any NFTs shall be governed by, construed, and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any action related to these T&Cs and/or any NFT shall be brought in the appropriate state or federal court located in Sonoma County, California; and you and Apocalypse both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Sonoma County, California for the adjudication of all claims.

10. Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to these T&Cs or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

11. Changes to these T&Cs

We may make changes to these T&Cs from time to time. When we make changes, we will make the updated T&Cs available on Apocalypse's website and update the "Last Updated" date at the beginning of these Terms accordingly. Please check these T&Cs periodically for changes. Any changes to the T&Cs will apply on the date that they are made, and your continued access to or use of the Art after the T&Cs have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised T&Cs, you may not access or use the Art.

12. Severability

If any provision of these T&Cs is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these T&Cs unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

13. Indemnification

You agree to indemnify, defend, and hold harmless Apocalypse Studio and its licensors, and their respective officers, directors, employees, agents, and representatives, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Art; (ii) your violation of any term of these T&Cs; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity, or privacy right; or (iv) any claim that your use of the Art caused damage to a third party.

14. International Users

Apocalypse Studio is based in California, United States. We make no claims that the Art or any of its content is accessible or appropriate outside of the United States. Access to the Art may not be legal by certain persons or in certain countries. If you access the Art from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You agree that you will not access the Art from any territory where its contents are illegal, and that you, not Apocalypse Studio, are responsible for compliance with applicable local laws.

15. Entire Agreement

These T&Cs constitute the entire agreement between you and Apocalypse Studio regarding the use of the Art, superseding any prior agreements between you and Apocalypse Studio relating to your use of the Art.