XYLO-(ˈzaɪloʊ; ˈzaɪlə) That from which something comes into existence, source, or origin. -Pharoah
Ancient philosopher of the Pleiades
ca. 137,952 X.C.

XYLOCATS NFT LICENSE AGREEMENT

LAST UPDATED: June 11, 2023

This Xylocats NFT License Agreement (the "License") is entered into by and between you and Very Official LLC dba Xylocats NFT Collection ("Xylocats," "we," "us," and "our") and governs your acquisition and ownership of any NFT and your right to use NFT-Associated Content (defined below). Please read this License carefully before acquiring any NFT or clicking to accept or agree to this License. This License constitutes a binding agreement between you and Xylocats. The effective date of these Terms is the date that you click to accept or agree to this License or the date that you first acquire an NFT, whichever is earlier. If you do not agree to this License, do not acquire any NFT. BY ACQUIRING AN NFT, INCLUDING FROM ANY THIRD PARTY, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING:

To this license, which includes, among other terms and provisions, a class action waiver and mandatory arbitration provision that waives your right to sue in court or have a jury trial, in addition to other disclaimers and limitations of liability;
You are of legal age and capacity to form a binding contract with Xylocats;
To conspicuously present this NFT License to any person that you transfer an NFT to prior to your sale; and
To limit any subsequent transfer of any NFT by you to only a person of the legal age and capacity to enter into a binding contract and who agrees to this License.

1. Definitions

"Applicable Law" means any applicable law, regulation, rule, or order.

"Commercial License" has the meaning set out in Section 2.

"Commercial Use" means any commercial use in compliance with this License and all Applicable Laws, excluding any right to mint or issue any non-fungible tokens.

"NFT" means any non-fungible token originally issued by Xylocats, including if acquired from a third party.

"NFT-Associated Content" means the artwork, image, or other works of authorship associated with a specific NFT, including any of the foregoing generated by artificial intelligence.

"Non-Commercial Use" means any non-commercial use (e.g., the right to display in your personal wallet or as a profile picture) in compliance with this License and all Applicable Laws, excluding, for avoidance of doubt, any right to mint or issue any non-fungible tokens.

"Termination Event" means any of the following: (1) your account is being used for money laundering, to evade sanctions or to engage in illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; (4) you have violated any Applicable Law, the Xylocats Website Terms of Use , or this License; or (5) Xylocats suspects any of the foregoing has occurred or will occur.

"Xylocats Trademarks" means any and all logos, trademarks, trade names, service marks, and trade dress associated with Xylocats, including the trademarks XYLOCATS and XYLOPETS, and any other confusingly similar mark.

"Xylocats Website" means the website located at www.xylocats.com.

2. Ownership; License to NFT-Associated Content

Subject to your compliance with this License, we hereby grant to you a non-exclusive worldwide, non-transferable, non-sublicenseable, license, for as long as you lawfully own your Xylocats NFT and are in compliance with this License, to copy, reproduce, display, and otherwise use the NFT-Associated Content tied to the NFT you own for any Non-Commercial Use.

Subject to your compliance with this License, upon your registration with Xylocats at the Xylocats Website, we grant to you a non-exclusive worldwide, non-transferable, non-sublicenseable, license, for as long as you lawfully own your Xylocats NFT, are in compliance with this License and are so registered, to copy, reproduce, display, and otherwise use the NFT-Associated Content tied to the NFT you own for any Commercial Use (the "Commercial License"). You understand and agree that the Commercial License will not take effect unless and until you register with Xylocats in accordance with the foregoing.

You may at any time be required to demonstrate ownership of the applicable NFT in order to prove your right to use the NFT-Associated Content.

Xylocats, its licensors, and/or designees may be entitled to receive transfer or other fees or royalties from your acquisition or subsequent sale of any NFT. Xylocats may also charge for any gas fees associated with your transaction.

3. Reservation of Rights; Use Restrictions & Obligations

You agree Xylocats is the sole and exclusive owner of all NFT-Associated Content and Xylocat Trademarks. When you acquire an NFT, you own all personal property rights to the token underlying the NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT), but you do not receive any ownership interest in the NFT-Associated Content or any Xylocat Trademarks. Without limiting the foregoing, the license described above does not include any right to, and you will not:

use any Xylocat Trademarks for any purpose;
create any derivative works of the NFT-Associated Content;
sublicense your rights to NFT-Associated Content; or
otherwise use the NFT-Associated Content for any purpose except as expressly permitted by this License;
assign or transfer your rights to NFT-Associated Content without our prior express written consent (and any assignment or transfer in violation thereof shall be deemed null and void).

From time to time, we may collaborate with third parties to create NFTs or NFT-Associated Content which include artwork, images, works of authorship, logos, trademarks, service marks, or trade dress owned by a third party ("Third-Party Content"). Except to the extent expressly stated otherwise in writing, the license provided above does not extend to any NFT-Associated Content containing Third-Party Content.

You will not, attempt to, or permit or enable any third party to:

sell fractional interests in any NFT;
register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to any trademarks, NFT-Associated Content, or other intellectual property owned by Xylocats;
use any NFT-Associated Content to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Xylocats;
use the NFT-Associated Content in any manner that infringes, violates, dilutes, blurs, tarnishes, or misappropriates any Xylocat or third-party intellectual property right; or
use the NFT-Associated Content in any way that violates this License or any Applicable Law.

You acknowledge and understand that by acquiring an NFT you are not acquiring any equity or other ownership or profit-sharing interest in Xylocats, any of its affiliates, or any other business. You will not portray any NFT as an opportunity to gain economic benefit or profit, or as an investment, equity, or other ownership or profit-sharing interest in Xylocats, any of its affiliates, or any other business.

You will:

comply with any marketing policies or guidelines published by Xylocats for NFTs; and
use commercially reasonable efforts to prohibit any third party to whom you provide access to the NFT-Associated Content from copying, reproducing, displaying, or otherwise using the NFT-Associated Content.

4. User Accounts

In order receive the Commercial License, you must register for an account with Xylocats. The account may require a multi-factor authentication. When you register for an account , you must provide accurate account information and promptly update this information if it changes. You may also be required to show proof that you own the applicable NFT.

Access to your account is limited solely to you. You must not permit others to use your account credentials. You are solely responsible and liable for monitoring and maintaining the security of your account and will promptly notify us if you discover or suspect that someone has accessed your account without your permission. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission. You are responsible for the activities of any users that occur in connection with your account.

You will not use or attempt to use another user’s account or impersonate or otherwise misrepresent yourself or your affiliation with any other person or entity.

Without limiting our other rights hereunder, we may (a) reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames; and (b) immediately suspend and/or terminate your account, pause and/or cancel your access to our products, services, and the Xylocats Website, if a Termination Event occurs.

5. Remedies; Termination

If you transfer your NFT to someone else, or if a Termination Event occurs, all licenses granted by Xylocats hereunder will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, and sale of goods, services and media that feature the NFT-Associated Content, and you shall cease all other use of the NFT-Associated Content. 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. Termination will not limit any of Xylocats’ other rights or remedies at law or in equity.

Without limiting the foregoing, if (a) you do not pay any amounts owed to us in connection with your purchase, or (b) a third party from whom you acquired an NFT does not pay any amounts owed to Xylocats in connection with the NFT, Xylocats may, without limiting its other rights hereunder, revoke any license issued to you hereunder, unless and until all outstanding amounts have been paid.

6. Disclaimer

YOU EXPRESSLY AGREE THAT YOUR ACQUISITION, OWNERSHIP, AND USE OF NFTS, AND YOUR USE OF NFT-ASSOCIATED CONTENT, IS AT YOUR SOLE RISK. THE NFTS AND NFT-ASSOCIATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. XYLOCATS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO NFTS AND NFT-ASSOCIATED CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. XYLOCATS MAKES NO WARRANTY THAT THE NFTS OR NFT-ASSOCIATED CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT NFTS OR NFT-ASSOCIATED CONTENT OR YOUR USE THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, RELIABLE, AVAILABLE, COMPLETE, OR ERROR FREE. XYLOCATS MAKES NO WARRANTY THAT THE NFTS OR NFT-ASSOCIATED CONTENT WILL BE FREE OF INFECTION FROM VIRUSES, WORMS, OR OTHER CODE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING GENERAL DISCLAIMER, XYLOCATS SPECIFICALLY DISCLAIMS LIABILITY, AND YOU HEREBY WAIVE AND RELEASE XYLOCATS FROM ANY AND ALL CLAIMS, ARISING OUT OF OR IN CONNECTION WITH (A) ANY BLOCKCHAIN OR RELATED TECHNOLOGY; (B) ANY DIGITAL WALLET, OR SIMILAR TECHNOLOGY OR RELATED SERVICE; (C) THE TRANSFER OR LOSS OF ANY NFT OR THE INABILITY TO DEMONSTRATE OWNERSHIP OR CONTROL OF ANY NFT; (D) ANY MARKETPLACE OR OTHER PLATFORM FOR BUYING, SELLING, OR TRANSFERRING ANY NFT; (E) THE OPERATION OR COMPATIBILITY WITH ANY APPLICATION, SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE, WEBSITE, MARKETPLACE, OR PLATFORM; OR (F) ANY SERVER FAILURE OR DATA LOSS.

THIS SECTION 6 WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

7. Limitations of Liability

IN NO EVENT WILL XYLOCATS BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, INCLUDING ANY CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES AND ANY DAMAGES FROM LOST PROFITS, INTERRUPTION OF BUSINESS, LOST DATA, WHETHER FORSEEABLE OR NOT, WHICH MAY ARISE OUT OF OR RELATE TO THE NFTS, ANY NFT-ASSOCIATED CONTENT, THE XYLOCATS WEBSITE, OR ANY TRANSACTIONS RELATING TO THE FOREGOING OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OUR SOLE LIABILITY FOR ANY REASON TO YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS ($100) AND ANY AMOUNT PAID BY YOU TO XYLOCATS TO ACQUIRE THE APPLICABLE NFT.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

8. Indemnification

Except to the extent prohibited by Applicable Law, you agree to indemnify and hold harmless each of Xylocats, its affiliates, officers, directors, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising from or relating to (1) the use of any NFT or NFT-Associated Content by you or anyone using your account, (2) the violation of this License or any Applicable Law by you or anyone using your account, (3) the violation, infringement, or misappropriation by you or anyone using your account of any intellectual property or other right of any person or entity. IF YOU ARE OBLIGATED TO INDEMNIFY US HEREUNDER, WE MAY, IN OUR SOLE DISCRETION, CONTROL THE DEFENSE AND DISPOSITION OF ANY SUCH CLAIMS AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITING THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE OR IN ANY OTHER MANNER DISPOSE OF ANY THIRD-PARTY CLAIM WITHOUT OUR CONSENT.

9. Governing Law; Arbitration

This License shall be governed by and construed in accordance with the laws of the State of Maine, without giving effect to its conflicts of law provisions. A printed version of this License will be admissible in judicial and administrative proceedings based upon or relating to this License to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any controversy or claim arising out of or relating to this License, your use of any NFT or NFT-Associated Content, or your ownership or acquisition of any NFT shall be settled by arbitration administered by the American Arbitration Association under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in a mutually agreed location unless the parties cannot agree on such location, in which case the arbitration will be conducted in Portland, Maine. YOU AND XYLOCATS AGREE THAT ANY ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR SIMILAR CONSOLIDATED ACTION. IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT, RATHER THAN IN ARBITRATION, YOU AND XYLOCATS EACH WAIVE ANY RIGHT TO A JURY TRIAL. Notwithstanding any other provision in this License, Xylocats may commence suit in court to enjoin infringement or misappropriation of intellectual property rights or confidential information.

10. Modifications

We may modify or supplement 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 the Xylocats 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 NFTs or NFT-Associated Content after the License has been updated will be deemed your acceptance of the modified License.

Miscellaneous

In the event that any provision of this License conflicts with Applicable Law, or if any provision is held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms of Use will remain in full force and effect. Any failure by Xylocats to insist upon or enforce strict performance of any provision of this License or to exercise any right under this License will not be construed as a waiver or relinquishment of Xylocats’s right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

This License, as updated from time to time in accordance with Section 10, constitutes the entire understanding between the parties as to the subject matter here of, and supersede all prior agreements and understandings. You consent to receive communications from us electronically. We may communicate with you by email or by posting notice on the Xylocats Website. You agree that any notices, disclosures, amendments or other communications provided to you electronically (including by posting on Our Website) satisfy any requirement, legal or otherwise, that such communication be in writing.