Last updated on January 25, 2022
These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and Coolman’s Universe, LLC (“we” or “us”), governing your purchase of non-fungible blockchain-based digital token (“NFT”) associated with Coolman Universe and/or any other NFT owned and/or offered by us (the “Purchased NFT”). BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE INCLUDED AS PART OF OZONE NETWORKS, INC D/B/A OPENSEA https://opensea.io/tos (the “OpenSea Terms of Service”). If you do not agree to the terms of this Agreement, as well as the OpenSea Terms of Service, you may not participate in the offering.
By entering into this Agreement, and/or by you participating in the Coolman’s Universe NFT offering, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.
“Art” means any art, graphics, images, designs, logos, taglines, drawings, or other pictorial or graphic work of authorship that may be associated with Purchased NFT.
“Coolman’s Universe” means Coolman’s Universe, LLC and any associated platforms, distribution methods and/or accounts owned and controlled by Coolman’s Universe, LLC
“Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
“Extensions” means third party designs that: (i) are intended for use as extensions of or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Coolman’s Universe.
“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.
“Ownership” means the legal status of a person or entity that Owns a Purchased NFT.
“Purchased NFT” means an NFT that You Own from Coolman’s Universe.
“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.
You acknowledge and agree that Coolman’s Universe (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein (“Related Content”). The rights that You have in and to the Purchased NFT, Art and Related Content are limited to those expressly stated in Section 3 of this Agreement. Coolman’s Universe and its licensors reserve all rights and ownership in and to the Purchased NFT, Name and Likeness, Art and Related Content not expressly granted to You in Section 3 of this Agreement. All purchases of NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Purchased NFT, any disruption to the operations of any components of the Purchased NFT, or any other reason whatsoever.
The license below governs Your rights with respect to any Purchased NFTs You purchase through the Coolman’s Universe platform.
(a) General Use. Subject to and conditioned upon Your continued compliance with the terms of this License, Coolman’s Universe grants You a worldwide, non-exclusive, royalty-free license to use, copy, and display the Art, Related Content and Name and Likeness associated with Your Purchased NFTs, along with any Extensions that You choose to create or use, 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, Related Content and Name and Likeness associated with 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 and Related Content associated with their Purchased NFTs to ensure that only the actual owner can display the Art and Related Content, and provided that the Art and Related Content is no longer visible once the owner of the Purchased NFT leaves the website/application.
(b) Commercial Use. Commercial use is not permitted of any Purchased NFT, Name and Likeness, Related Content and/or Art. In the event You would like to exploit Your Purchased NFT for commercial and/or other business use, please submit Your request to Coolman’s Universe through the Coolman’s Universe platform (https://coolmansuniverse.com) for our review and approval. For the sake of clarity, we make no guarantees that any individual request will be reviewed and/or approved.
(c) The license granted 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, or otherwise transfer Ownership of Your Purchased NFT for any reason, the license granted in Section 3 will immediately be transferred to the new Owner with respect to that Purchased NFT without the requirement of notice, and You will have no further rights in or to the Art and/or Related Content associated with that Purchased NFT. If You exceed the scope of the license grant in Section 3(a) without entering into a broader license agreement with or obtaining an exemption from us, You acknowledge and agree that: (i) You are in breach of this License; (ii) in addition to any remedies that may be available to us at law or in equity, we may immediately terminate this license, without the requirement of notice; and (iii) You will be responsible to reimburse us for any costs and expenses incurred by us during the course of enforcing the terms of this License against You.
(d) Third Party IP.. To the extent that the Purchased NFT, Name and Likeness, Related Content and/or Art associated with Your Purchased NFTs contains Third Party IP You understand and agree as follows: (i) 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; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Coolman’s Universe may need to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that Coolman’s Universe 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 this Agreement.
The restrictions in this Section will survive the expiration or termination of this Agreement.
(e) Without limiting the foregoing, the licenses granted herein do not grant You the right to, and You will not, and You will not authorize, permit or assist any third party to:
(i) exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit or commercial gain of any kind to You or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
(ii) copy any Art and/or Related Content (other than temporary copies stored in short term memory on Your device for purposes of displaying or performing the Related Content on Your device) or store the Art and/or Related Content on any device or computer owned or controlled by You;
(iii) modify or create any derivative work of any Art and/or Related Content; (d) delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Art and/or Related Content;
(iv) exercise any license rights herein 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 Coolman’s Universe in its discretion;
(v) reverse engineer, decompile or attempt to discover the source code for any Purchased NFT, Art and/or Related Content except to the extent that applicable law permits You to do so notwithstanding this prohibition; or
(vi) use any Art and/or Related Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
(f) You will not create, sell or attempt to create or sell, fractionalized interests in the Purchased NFT or, or separate, unlink or decouple the Related Content from the Purchased NFT with which it is associated.
(g) Transferability and Sublicensing. The License granted hereunder is not assignable or transferable except in connection with Your sale of the Purchased NFT, and You acknowledge and agree that upon such sale the License shall be transferred by operation of law and the terms of this License to the person or entity to whom You convey Ownership of the Purchased NFT. While You Own the Purchased NFT, You may sublicense Your rights under this License to third parties, but only on condition that (i) You provide written notice of all such sublicenses to the new Owner of the Purchased NFT following any change in Ownership of the Purchased NFT, and (ii) such sublicenses shall not be terminable by the new Owner.
(THE PURCHASED NFT IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS 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.
5. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
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, COOLMAN’S UNIVERSE DISCLAIMS 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 COOLMAN’S UNIVERSE 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, INCLUDING BUT NOT LIMITED TO THE PURCHASED NFT, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN AND/OR OZONE NETWORKS, INC D/B/A OPENSEA. 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, COOLMAN’S UNIVERSE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO COOLMAN’S UNIVERSE FOR THE APPLICABLE PURCHASED NFT. 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 GROSS NEGLIGENCE. 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.
6. Assumption Of Risk
As noted above, the Purchased NFTs are made available solely for entertainment purposes. You agree that You assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, 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, including Your Purchased NFT, and there is no guarantee that Your Purchased NFTs will have or retain any value; (B) the commercial or market value on a Purchased NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity ; (C) 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” or elsewhere, and Coolman’s Universe will not be responsible for any of these, however caused; (D) Coolman’s Universe does not make any promises or guarantees about the availability of the Purchased NFT, Related Content or the Art on the Internet or that they will host the Purchased NFT or the Related Content and/or Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change 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; (F) Coolman’s Universe does not make any promises or guarantees related to Ozone Networks, Inc. d/b/a OpenSea, Blockchain or any other third parties related to this auction and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data You provide to those parties; (G) the risk of losing access to Purchased NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Purchased NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; and (M) Coolman’s Universe is not responsible for any transaction between You and a third party (e.g., Your transfer of a Purchased NFT from a third party on the so-called “secondary market”), and Coolman’s Universe shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, You acknowledge that You have obtained sufficient information to make an informed decision to license the Purchased NFT and that You understand and agree that You are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for Yourself. Coolman’s Universe cannot and does not represent or warrant that any Purchased NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the Purchased NFT, or its supporting systems or technology, will be corrected. Coolman’s Universe cannot and does not represent or warrant that the Purchased NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that Coolman’s Universe will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Auction.
7. Governing Law
This Agreement and all matters related to it and/or any Purchased NFT shall be governed by, construed, and enforced in accordance with the laws of the 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.
8. Changes to this Agreement
Coolman’s Universe may make changes to this Agreement from time to time. When Coolman’s Universe makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Purchased NFT, the Art and/or Related Content after the Agreement has been updated will constitute Your binding acceptance of the updates.
(a) Participation in the Coolman’s Universe NFT offering is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use Your User credentials, and You agree that You are the sole authorized user.
(b) By becoming a User, You represent and warrant that you are at least 18 years old.
You will defend, indemnify, and hold Coolman’s Universe, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of Your license, sale or possession of the Purchased NFT, including without limitation: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of Your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the auction, communications seeking Coolman’s Universe’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the offering or the Purchased NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
If You are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.