When you lawfully acquire an Okay Bear NFT, you own the actual token of the Okay Bear NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Okay Bear NFT).  Owning your Okay Bear NFT also gives you important rights in the NFT Art for your Okay Bear NFT.  Below we describe exactly what those rights are, which are intended to be broad, enabling you to make both personal and commercial uses of your NFT Art, in any and all media.

Subject to your compliance with these Terms, for as long as you lawfully own an Okay Bear NFT, we grant you a non-exclusive, non-sublicensable, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the NFT Art for your Okay Bear NFT for personal, non-commercial use, such as to print and hang the NFT Art in your room, display as your profile picture, or use as a metaverse avatar.

“Commercial Use” means any lawful activity that is performed with the intent to generate revenue, such as sale or transfer of items (including NFTs) on any marketplace, creating and selling merchandise or creating a comic book or video game that displays the NFT Art. Subject to your compliance with these Terms, for as long as you lawfully own an Okay Bear NFT, we grant you a non-exclusive, non-sublicensable, worldwide, royalty-free, license to use, copy, reproduce and display the NFT Art for your Okay Bear NFT for any Commercial Use; provided that you may not include the NFT Art for more than one Okay Bear NFT in any single work (such as multiple Okay Bears in a comic book or movie) for a Commercial Use except as set forth below. If you own more than one Okay Bear NFT and wish to use the NFT Art for multiple Okay Bear NFTs in the same work for a Commercial Use, you must apply to do so by completing and submitting to us a copy of the Okay Bears Commercial license Application (the “Application”), which will be available on the okaybears.com website or such other places we may make available from time to time. We will review your Application and determine if your proposed use aligns with our vision for the Okay Bears brand. We can approve or reject an Application in our sole discretion. The license in this Section 2.2 does not include a right to create derivative works of the NFT Art except as necessary to adapt and depict the 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. This license does permit you to mint and create new NFTs and NFT projects based on your NFT Art for your Okay Bear NFT that you lawfully own, but in no event can you use or display the Okay Bears Trademarks (or any confusingly similar trademarks) on, or to promote, such new NFTs.

We may collaborate with third parties to create Okay Bear NFTs or versions thereof which include artwork, images, works of authorship artwork, logos, trademarks, service marks, or trade dress owned by a third party (“Third Party Content”). The licenses granted in Sections 2.1 and 2.2 above do not extend to any Third Party Content included in any NFT Art, 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, unless we or the applicable third parties expressly provide our consent in writing or by public announcement.

We care deeply about ensuring that Okay Bear NFTs are used in a kind and positive manner. You are not permitted to use the NFT Art in any way that is deceptive, offensive, is intentionally divisive, promotes hatred, violence, substance abuse, drug & alcohol related products, gambling, mature themes, a specific political or religious ideology, or is otherwise unsuitable for all audiences.

We understand that you may want to create derivative works of the NFT Art (“NFT Art Derivatives”) for your specific Okay Bear NFT, for example, by building out the rest of their body to use as an avatar in a game, or depicting them in other art styles such as pixel art. We allow you to create NFT Art Derivatives under the licenses granted above, provided that you do not create any NFT Art Derivatives that (i) are the same as or substantially similar to (x) NFT Art for other Okay Bear NFTs that you do not own, or (y) to other NFT Art Derivatives that others have already created, or (ii) could mislead the public into thinking that we have created, sold or endorsed your NFT Art Derivatives. Also, you acknowledge and agree that (a) we may also create our own future NFT Art Derivatives, and (b) other holders of their own Okay Bear NFTs may also create their own NFT Art Derivatives of any NFT Art linked to their own Okay Bear NFTs. These other NFT Art Derivatives may be similar or identical to your own NFT Art Derivatives. 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 (I) Creator or its affiliates or licensees (or any of their partners, members, officers, directors, and stockholders) in connection with their use of any NFT Art or any of their own NFT Art Derivatives or (II) any other Okay Bear NFT holder or its affiliates or licensees (or any of their partners, members, officers, directors, and stockholders) in connection with use of NFT Art relating to their own Okay Bear NFTs or any of their own NFT Art Derivatives. The foregoing is the case even if such NFT Art or NFT Art Derivatives is similar to, or the same as, any NFT Art Derivatives that have been created by you.

The licenses granted in these Terms are non-transferrable, except that if you sell or transfer your Okay Bear NFT, you will no longer be granted the foregoing licenses in the NFT Art, and such licenses will transfer to the lawful new owner of the Okay Bear NFT associated with such NFT Art. In connection with any sales, transfers or similar transactions of the Okay Bear NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Okay Bear NFT, they hereby accept these Terms. You may not transfer an Okay Bear 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. If an Okay Bear NFT is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Okay Bear NFT, but are only granted to those who own all fractionalized interests in an Okay Bear NFT.

“Okay Bears Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with Okay Bears, okaybears.com, us, or any other names of Okay Bears-related characters or products or service developed by us, including the “Okay Bears” name and the phrase “Okay Cares.” Nothing in these Terms grants you any rights to the Okay Bears Trademarks for any use (whether personal or otherwise), and you may not use the Okay Bears Trademarks or any confusingly similar variation thereof for any purpose. This restriction includes any Okay Bears Trademarks that may be displayed or contained in any NFT Art for your Okay Bear NFT, and you will need to modify the NFT Art to remove or obfuscate such Okay Bears Trademarks before making any use of such NFT Art. For the avoidance of doubt, the Okay Bears Trademarks does not include the phrase “OKB Community,” which you can freely use.

All rights in and to the NFT Art and any other intellectual property of Creator not expressly licensed herein are hereby reserved by Creator. All goodwill arising from any use of the Okay Bears Trademark will inure solely to Creator and its affiliates. You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Okay Bear NFT or NFT Art.

Due to the open-source nature of public blockchains, it is possible that there may be a fork, merge, or duplication of the underlying blockchain that has recorded ownership of your Okay Bear NFT. If such event occurs and results in duplicate Okay Bear NFTs, any rights granted under these Terms to owners of any Okay Bear NFT will only be granted to the lawful owners of the Okay Bear NFT whose ownership is recorded on the blockchain that is generally recognized as the legitimate version or successor of such blockchain (as determined in our sole discretion).

THE VALUE OF OKAY BEAR NFTS IS SUBJECTIVE, HAS NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE OKAY BEAR NFTS AND NFT ART. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CREATOR, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “CREATOR ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE OKAY BEAR NFTS AND NFT ART. THE CREATOR 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 OKAY BEAR NFTS AND 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 OKAY BEAR NFTS AND 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 OKAY BEAR NFTS AND NFT ART. THE OKAY BEAR NFTS ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CREATOR 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 OKAY BEAR NFTS OR NFT ART), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE OKAY BEAR NFTS OR NFT ART OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CREATOR 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 THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE OKAY BEAR NFTS OR NFT ART. THE MAXIMUM AGGREGATE LIABILITY OF THE CREATOR ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION ARISING UNDER THESE TERMS OR THE OKAY BEAR NFTS OR NFT ART, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID FOR YOUR OKAY BEAR 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.

By entering into these Terms and accessing or using the Okay Bear NFTs or NFT Art, you agree that you shall defend, indemnify and hold the Creator Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Creator Entities arising out of or in connection with: (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Okay Bear NFT or NFT Art; (iv) any NFT Art Derivatives you create, or (v) any fraud, negligence or wilful misconduct committed by you.

Creator may choose to make additional features, access, content, items or other benefits available to owners of Okay Bear NFTs (“Additional Features”). Creator has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an Okay Bear NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

We may modify these Terms 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 our website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. Your continued access or use of the Okay Bear NFTs or NFT Art after these Terms have been updated will be deemed your acceptance of the modified Terms.

If you materially breach any of the provisions of these Terms, all licenses granted to you under these Terms will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the NFT Art and shall cease all further use or display of the NFT Art (including any NFT Art Derivatives), and all sublicenses you have granted in the NFT Art shall automatically terminate. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Creator or you. Termination will not limit any of Creator’s other rights or remedies at law or in equity.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be freely assigned by Creator but may not be assigned by you without the prior express written consent of Creator. 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 these Terms.