The Toon Squad is a fun collection of 10,000 unique digital cartoons with over 220 traits of faces, hair, hats and more, taking us on a journey to embrace our inner Toon.
While the project deviated from its initial mission, we continue to celebrate the enduring artwork, preserved on the blockchain as collectibles. Each piece is accompanied by a comprehensive license, granting full intellectual property ownership to its dedicated holders.
While the project deviated from its initial mission, we continue to celebrate the enduring artwork, preserved on the blockchain as collectibles. Each piece is accompanied by a comprehensive license, granting full intellectual property ownership to its dedicated holders.
TOON SQUAD LICENSE
Toon Squad is a collection of digital artworks (NFTs) running on the Ethereum network. Users recognize that there is no ability to undo, reverse, or restore any transactions signed through their digital wallets. We use different websites, social media platforms and other digital applications, including third parties (all together the “Site”) which are used as interfaces to communicate, interact and connect between the team and holders, as well as to connect, purchase or trade our digital collectibles. Users acknowledge and accept that they are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by the Site or corresponding marketplaces before approval.
- YOUR RIGHTS
A. Ownership of the NFT – what you own.
You Own the Toon Squad collectible (i.e., the NFT). Each Toon Squad collectible is an NFT on the Ethereum blockchain. When you purchase a Toon Squad collectible, you own all personal property rights to the NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT).
What you do not own is the related artwork, brand, or other intellectual property associated with that Toon Squad collectible, except for the specific licensed rights set forth below (keep reading…).
Ownership of the NFT is mediated entirely by the corresponding smart contract and the Ethereum Network. Hence, at no point may we seize, freeze, or otherwise modify the ownership of any Toon Squad collectible.
B. Extended license – what you can do.
For as long as you lawfully own a Toon Squad collectible, we grant you an exclusive, perpetual, irrevocable worldwide license under our copyrights to:
use,
distribute,
reproduce,
display,
perform,
communicate,
modify, and
create derivative works of the specific artwork linked to your Toon Squad collectible.
There is no income cap or commercial restraint to this licensed use: You can use it for personal and commercial uses, with the right to sublicense such rights through multiple tiers of sublicensees. Also, you are not forced to grant us back a license over the derivate works you might create. The world is yours to take.
This extended license includes the right to display as a profile picture, print the artwork of your Toon Squad collectible on products or services, create an animated series based on the artwork, or any derivatives you might produce, display on sold merchandise, use in your original content, or to display in a physical or digital gallery.
C. Other IP rights not included in the license
Nothing in these Terms is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with us or with the Toon Squad project. Unless you have our prior written approval, you may not use any trademarks or any of the aforementioned rights for any use that would require a license from us, including to register any domain names or social media accounts using any Toon Squad trademarks, or to advertise or promote any other products or services.
D. Transfer
The license granted above is non-transferrable, except that if you sell or transfer your Toon Squad collectible, you will no longer be granted the above-mentioned license in the Toon Squad artwork, and such license will transfer to the new owner of the Toon Squad collectible associated with such artwork. In connection with any sales, transfers or similar transactions of the Toon Squad collectibles, the transferee agrees that by purchasing, accepting, or otherwise acquiring a Toon Squad collectible, they shall be deemed to accept the terms of this License. You may not transfer a Toon Squad collectible 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.
Because virtually all public blockchains are licensed under open-source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT. In such case, any rights granted under these Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion).
- TECHNICAL CONSIDERATIONS
A. Fees and transactions
You are aware and accept that, if you elect to purchase a Toon Squad collectible through the Site or marketplace, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
Ethereum requires the payment of a transaction fee (“gas fee”) for every transaction that occurs on the Ethereum network. The gas fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a gas fee for each transaction.
B. Risks on blockchain technologies
You accept and acknowledge the following:
To the extent that you sell your Toon Squad collectible, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your Toon Squad collectible, both positively and negatively. Given the volatility, NFTs such as the Toon Squad collectibles should not be considered an investment.
No information on this Site, our social media accounts, or any other documents mentioned therein, is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. Due to the artistic nature of the project, Toon Squad has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the Toon Squad collectible and the associated art is in compliance with laws and regulations in your jurisdiction.
You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your Toon Squad collectible.
You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
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MISCELLANEOUS provisions (the usual legalese…)
A. Disclaimers
You expressly understand and agree that your access to and use of the Toon Squad collectibles is at your sole risk, and that the site, social media accounts, or any other information, is provided "as is" and "as available" without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we make no express warranties and hereby disclaim all implied warranties regarding the Site and any part of it, and our social media accounts (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability.
Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the site will meet your requirements, (ii) your access to or use of the site will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the site will be accurate, (iii) the site, social media accounts, or any content, services, or features made available on or through the site are free of viruses or other harmful components, or (iv) that any data that you disclose when you use the site will be secure.
You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our willful misconduct.
We will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum Network nor do we have no control over and make no guarantees regarding any smart contracts.
B. Limitation of Liability
You understand and agree that we will not be liable to you or to any third party for any indirect, incidental, special, consequential, or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, even if we have been advised of the possibility of such damages. In that regard, you also understand and agree that we will not be liable, whatsoever, for any acts performed, or conducts engaged, by you or any other Toon Squad collectible holder.
You agree that our total, aggregate liability to you for any and all claims arising out of or relating to these Terms or your access to or use of (or your inability to access or use) any portion of the site, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (a) the amounts you actually paid us under these Terms in the 12 month period preceding the date the claim arose, or (b) $1000 USD.
You acknowledge and agree that we have made the Site available to you and entered into these Terms in reliance upon the warranty disclaimers and limitations of liability set forth herein. We would not be able to provide the Site to you without these limitations.
C. Indemnification
You agree to hold harmless and indemnify Toon Squad and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of this License, (ii) your misuse of the Site, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site.
D. Interpretation of clauses
If any provision of these Terms 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. These Terms and the license granted hereunder may be freely assigned by Toon Squad but may not be assigned by you without our prior express written consent. Any purported assignment in violation of these Terms 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.
E. Modifications
We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site.
F. Dispute Resolution
All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Site, or to any products sold or distributed through the Site, will be referred to and finally resolved by arbitration under the rules of the Mexican Arbitration Center (‘CAM’). The case will be adjudicated by a single arbitrator and will be administered by the Mexican Arbitration Center in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. These Terms and any action related thereto will be governed by the laws of Mexico City, without regard to its conflict of law’s provisions. The place of arbitration will be Mexico City, Mexico. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
With respect to any dispute arising out of or related to these terms, including without limitation disputes related to the site or any products sold or distributed through the site, or the smart contracts: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.
With respect to any dispute arising out of or related to these terms, including without limitation disputes related to the site or any products sold or distributed through the site, or the smart contracts: (i) you hereby expressly give up your right to have a trial by jury; and (ii) you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.
G. Entry into force
These Terms shall enter into force upon its publication on the Site and on our social media accounts.
Published on: June 29th, 2023
