DENIZENS OF ZENACADEMY – INTELLECTUAL PROPERTY TERMS

IP Terms

Last updated: August 24th, 2023

These Intellectual Property Terms (“IP Terms”) govern the intellectual property rights associated with the Denizens of ZenAcademy NFT collection (as defined below). For all other aspects, including the sale and purchase of Denizens of ZenAcademy NFT, responsibilities, and any other terms not related to intellectual property, please refer to the General Terms (as defined below).

By visiting our website and by purchasing and/or selling the Denizens of ZenAcademy NFT (through our website or on the secondary market, as applicable) in accordance with the General Terms, you also agree to be bound by these IP Terms. By agreeing to these IP Terms, you also represent that you have the capacity to enter into this binding agreement and that you are at least 18 years old.

YOU MAY NOT USE THIS WEBSITE, THE DENIZENS OF ZENACADEMY NFT, AND THE DENIZENS OF ZENACADEMY ART ASSOCIATED WITH THE DENIZENS OF ZENACADEMY NFT FOR ANY ILLEGAL OR UNAUTHORISED PURPOSE NOR MAY YOU, IN THE USE OF THE DENIZENS OF ZENACADEMY NFT AND THE DENIZENS OF ZENACADEMY ART ASSOCIATED WITH THE DENIZENS OF ZENACADEMY NFT, VIOLATE ANY LAWS IN YOUR JURISDICTION (INCLUDING BUT NOT LIMITED TO COPYRIGHT LAWS).

YOU MAY ONLY ACCESS THE DENIZENS OF ZENACADEMY NFT AND ENTER INTO THESE IP TERMS IF THE PURCHASE OF DENIZENS OF ZENACADEMY NFT IS NOT PROHIBITED IN YOUR JURISDICTION, AND WE DO NOT REPRESENT THAT OUR WEBSITES AND SOCIAL NETWORK PAGES (AND ANY OF THE CONTENT ON OUR WEBSITES AND SOCIAL NETWORK PAGES) IS APPROPRIATE FOR USE OR AVAILABLE IN YOUR LOCATION.

If you have any questions about these IP Terms, please feel free to email us at hello@zenacademy.com

We may occasionally make changes to these IP Terms. We will use our reasonable endeavours to inform you of any such change. However, it is your responsibility to read the IP Terms, as updated from time to time.

We may transfer our rights and obligations under these IP Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.

Please note that the IP Terms were most recently updated on: 24/08/2023

1. Definitions

For the purposes of these IP Terms:

1. “writing” or “written” includes e-mail;
2. words in the singular include the plural and, in the plural, include the singular;
3. any words following the terms: including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
4. capitalised expressions defined in the General Terms retain their original meanings in these IP Terms, unless supplemented or specifically stated otherwise in these IP Terms;
5. all terms, conditions, and provisions of the General Terms, not expressly amended or superseded by these IP Terms, remain unchanged and in full force and effect; and
6. in the event of any inconsistency or conflict between the provisions of these IP Terms and the General Terms, the provisions of these IP Terms shall prevail.

2. Denizens of ZenAcademy NFT

Subject to the General Terms and to the conditions set out therein, as available at https://zenacademy.com/terms-of-use, holding a ZenChest NFT allows you to “burn” the ZenChest NFT (i.e., to send the ZenChest NFT to a burn address resulting in the ZenChest NFT being destroyed or otherwise inaccessible) to obtain the right to Mint a Denizens of ZenAcademy NFT through the website (“website”).

Please note that Ethereum applies a “gas” fee which you must pay directly to the Ethereum network. Depending on the amount of gas you use, Mints may fail or take a while. We have no control over that.

By initiating your Mint to request a Denizens of ZenAcademy NFT and burning your ZenChest NFT, you agree to these IP Terms, which form a binding contract between you and us.

Once the Mint completes, your Denizens of ZenAcademy NFT will be attributed to your Wallet.

3. Denizens of ZenAcademy Art

Denizens of ZenAcademy Art is assigned to new Denizens of ZenAcademy NFT on a random ad-hoc basis, and neither you nor us will know which you'll get in advance. The Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT will normally be revealed as soon as the Ethereum network processes your Mint.

We are committed to ensuring that all Denizens of ZenAcademy Art adheres to the highest quality and standards. The generative process utilised to generate the Denizens of ZenAcademy Art might produce unexpected results. We have worked hard to identify and address such outcomes prior to the project's launch; however, unforeseen results may still occur. Therefore, please note that we reserve the right to modify the Denizens of ZenAcademy Art at any time. We will only exercise this right for the purposes of perfecting the Denizens of ZenAcademy Art and rectifying any defects therein.

4. What can you do with your Denizens of ZenAcademy NFT?

When you successfully burn your ZenChest NFT resulting in a Denizens of ZenAcademy NFT being attributed to your Wallet (as more particularly set out in the General Terms), what you purchase is the cryptographic asset recorded on the Ethereum Network, rather than the artwork that is associated with it (being the Denizens of ZenAcademy Art), together with the Commercial Licence. Importantly, purchasing a Denizens of ZenAcademy NFT does not grant you ownership of the Denizens of ZenAcademy Art, nor the Intellectual Property over the Denizens of ZenAcademy Art or the Materials.

Subject to these IP Terms, when you own a Denizens of ZenAcademy NFT, as recorded by the Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Denizens of ZenAcademy NFT. Except for the Denizens of ZenAcademy NFT we own, ZenAcademy has no right or ability to seize, freeze, or otherwise modify the ownership of any Denizens of ZenAcademy NFT.

From time to time, we may implement certain utility, benefits, or other entitlements (collectively, the “Utility”). When we do, we will provide any relevant information through the website, our Discord Channel, and our other social media pages, as these might be from time to time.

5. Ownership of Intellectual Property

ZENLABS FZCO, a Free Zone Company incorporated in the United Arab Emirates, with its primary address at Dubai Silicon Oasis, DDP Building A1, Dubai, UAE (“ZenAcademy”) owns all rights, title, and interest in and to the Denizens of ZenAcademy Art, ZenChest NFT, and the Materials including any and all Intellectual Property rights therein.

However, subject to these IP Terms, we do provide the Holders with a Commercial Licence to use the Denizens of ZenAcademy Art associated with their Denizens of ZenAcademy NFT (see section 6 below).

Between you and ZenAcademy, you hold all rights, title, and interest in and to any work derived from the Denizens of ZenAcademy Art created during the Licence Term (hereinafter "Derivative"), as would be recognised under the UK Copyright, Designs and Patents Act 1988. However, the following conditions apply:

1. we maintain the copyright in the original Denizens of ZenAcademy Art upon which any Derivative is based;
2. your use of any Derivative, both during and following the Licence Term, remains subject to these IP Terms; and
3. after the expiration of the Licence Term, utilising any Derivative may necessitate acquiring a licence from the present owner of the Denizens of ZenAcademy NFT associated with the Denizens of ZenAcademy Art on which the Derivative is based.

Please note that holding a ZenChest NFT does not grant any right other than the rights set out in the General Terms. ZenChest NFT do not grant a commercial licence to their holders and, therefore, you may not use the content associated with ZenChest NFT for any purpose other than that of accessing and displaying the content associated with ZenChest NFT for non-commercial purposes. For any further information on ZenChest NFT, and the rights associated with ZenChest NFT, please visit https://zenacademy.com/terms-of-use.

6. Commercial Licence

Subject to these IP Terms and the conditions set out herein, including those set out in section 9 (“Conditions”), your purchase of a Denizens of ZenAcademy NFT grants you an exclusive, revocable, sub-licensable, licence to commercially use the associated Denizens of ZenAcademy Art for the period in which you retain lawful ownership and possession of the Denizens of ZenAcademy NFT. This includes a licence to create Derivatives based on the Denizens of ZenAcademy Art, as more particularly set out in section 5 above (“Commercial Licence”). The Commercial Licence has no revenue cap, allowing unlimited revenue generation from the Denizens of ZenAcademy Art as long as you hold and own the respective Denizens of ZenAcademy NFT.

All rights not expressly granted herein are reserved by us.

7. You may not use our Materials (for example, logos, trade marks, etc.)

We retain all rights to the Materials. You have a limited right to use such Materials as they are incorporated in the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT (if and where applicable), but this is limited to using them only to the extent necessary to reproduce the Denizens of ZenAcademy Art, and result in an unaltered reproduction of the Materials. You shall not use the Materials, whether for commercial or non-commercial purposes, for any other purpose without our written permission.

8. Copyright & Trade Mark Registration

You are not authorised to apply for, or seek to obtain, a copyright registration or a trade mark registration relating to the Denizens of ZenAcademy Art that is associated with your Denizens of ZenAcademy NFT, unless you have our written permission and have entered into a separate agreement with us.

If you wish to inquire about registering a copyright and/or trade mark, please contact us at hello@zenacademy.com.

9. Conditions

The Commercial Licence is subject to and conditional on the following conditions.

The Commercial Licence is conditional on you granting us an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable licence to publicly display and otherwise use any Derivatives and the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT for the purpose of promoting ZenAcademy and the Denizens of ZenAcademy project, and the overall success of the community you are now a part of.

The Commercial Licence extends only to the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT — meaning, the complete selection and arrangement of all base layers, features, attributes, and other elements that comprise such Denizens of ZenAcademy Art. Thus, while the Commercial Licence allows you to create and exploit Derivatives, it does not grant you rights in any individual element of the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT, or a licence to exploit any individual element separate and apart from such Denizens of ZenAcademy Art. For example, the Commercial Licence allows you to create three-dimensional renditions of, and to add new clothing to, the relevant Denizens of ZenAcademy Art, but does not allow you to extract individual features (e.g., hair, accessories) for use in a separate work.

The Commercial Licence will automatically cease and be deemed revoked as soon you use (or intend to use) the relevant Denizens of ZenAcademy Art for or in connection with any Illicit Use (as defined below), including any offensive, immoral and/or unlawful purpose or activity, or in a manner capable of bringing our reputation and/or the reputation of our community into disrepute. Therefore, to avoid losing the Commercial Licence, refrain from using the Denizens of ZenAcademy Art in a manner that is libellous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive or otherwise objectionable or unreasonable or infringing upon any laws or regulations or intellectual property rights or proprietary rights or confidentiality obligations (“Illicit Uses”).

10. Conditions on transfer and sale of Denizens of ZenAcademy NFT

You have a right to transfer (whether for value or by way of gift) Denizens of ZenAcademy NFT you hold, provided that upon any such transfer you undertake to:

1. incorporate a link to these IP Terms on the NFT Marketplace (as defined below) you are using to list your Denizens of ZenAcademy NFT for sale (or otherwise by communicating these IP Terms to the person in receipt of the Denizens of ZenAcademy NFT), clarifying that the sale of the Denizens of ZenAcademy NFT is made subject to these IP Terms; and
2. if the Denizens of ZenAcademy Art associated with the Denizens of ZenAcademy NFT you are seeking to transfer is subject to a sub-licence or a commercial arrangement between you and a third-party, you either (always in compliance with the terms of any such arrangement): disclose any such arrangement to potential buyers or person in receipt of the Denizens of ZenAcademy NFT; or, otherwise terminate any such commercial arrangement before transferring the Denizens of ZenAcademy NFT.

All transfers (including the sale) of Denizens of ZenAcademy NFT are subject to these IP Terms, and these IP Terms shall be automatically incorporated into the transfer agreement (irrespective of whether such agreement is in writing or not) between the Holder transferring the Denizens of ZenAcademy NFT and the new Holder in receipt of such Denizens of ZenAcademy NFT. These IP Terms will therefore apply to new Holders upon access to these IP Terms or to any website that is connected to the Denizens of ZenAcademy NFT, the ZenChest NFT, and/or ZenAcademy.

You may transfer and/or sell the Denizens of ZenAcademy NFT using reputable NFT Marketplaces and platforms that are compliant with any applicable law and/or regulation, and capable of verifying and certifying the ownership of the Denizens of ZenAcademy NFT, provided that the transfer of the Denizens of ZenAcademy NFT through such marketplaces and platforms does not alter the desired functioning of the Smart Contract that governs the Denizens of ZenAcademy NFT.

You shall not transfer, or cause or permit others to transfer, the Denizens of ZenAcademy NFT in a manner that is intended to interfere with the desired functioning of the Smart Contract governing the Denizens of ZenAcademy NFT, including any use intended to circumvent the application of Royalties.

11. What happens when you transfer your Denizens of ZenAcademy NFT?

Except as expressly provided herein, ownership of a Denizens of ZenAcademy NFT and the Commercial Licence are not separable in any way, and all benefits associated with the Denizens of ZenAcademy NFT, including the Commercial Licence, transfer together with the Denizens of ZenAcademy NFT.

You may not engage in any transaction or activity that purports to decouple the Commercial Licence from your Denizens of ZenAcademy NFT.

Therefore, upon the transfer of your Denizens of ZenAcademy NFT to a new Holder, or burning of your Denizens of ZenAcademy NFT, as recorded by the Smart Contract:

1. the Commercial Licence hereunder shall immediately and automatically terminate with respect to your rights in connection with the Denizens of ZenAcademy NFT that is being transferred;
2. you must discontinue any use of the Denizens of ZenAcademy Art associated with such Denizens of ZenAcademy NFT as a trade mark (if applicable, subject to section 7) or other source identifier; and
3. subject to section 7, any trade mark and corresponding registration obtained in connection with your exercise of the Commercial Licence and any right herein, shall be irrevocably and intentionally abandoned (by promptly filing all required documentation with the relevant authorities to give effect to such abandonment, in accordance with applicable law), unless:
   1. duly transferred to the new Holder under a separately negotiated written agreement; or
   2. an alternative written arrangement has been explicitly agreed upon with us, prior to the occurrence of any such transfer or event.

12. Enforcement and Notices

Where relevant, you may include the following copyright notice with the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT: “Denizens of ZenAcademy © 2023 ZenLabs FZCO” (“Copyright Notice”). Subject to your compliance with these IP Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative created during the Licence Term, provided that you also include the Copyright Notice.

To the extent applicable law authorises you to bring a claim for infringement based upon the unauthorised use of a Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT, you agree that:

1. any such claim shall be based solely upon the unauthorised use of the relevant Denizens of ZenAcademy Art, not other Denizens of ZenAcademy Art — for example, on the ground that the other Denizens of ZenAcademy Art is substantially similar to the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT; and
2. ZenAcademy may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of any such action.

Please note that ZenAcademy has no obligation to support the resolution of, or resolve any, dispute that may arise between Holders.

13. Published Work

If, during the Licence Term, you create and make available to the public a work using Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT (a “Published Denizen Work”), you may, except as set forth in Section 11(ii), continue to use and exploit that Published Denizen Work in accordance with these IP Terms after the Licence Term; provided, however, that:

1. you will be responsible for any obligations or liabilities arising from your continued use of the Published Denizen Work after the Licence Term; and
2. this right does not allow you to use the Denizens of ZenAcademy Art to create any new works or materials after the Licence Term.

For example, after the Licence Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring the relevant Denizens of ZenAcademy Art that were created and offered for sale during the Licence Term, but the creation or distribution of any new merchandise or inventory featuring the Denizens Art would require a licence from the new Holder.

14. Your responsibilities

Please note that the decentralised nature of distributed ledger technology (such as the Ethereum Network) makes it impossible to reverse, cancel, undo or otherwise alter any transaction and/or transfer. You are solely responsible for any transaction requested through your Wallet (whether such transaction is requested by you or not).

You are entirely responsible for any tax liability which may arise out of or in connection with the Mint, use and/or transfer (including the sale) of Denizens of ZenAcademy NFT and/or the use (whether commercial or not) of the Denizens of ZenAcademy Art associated with your Denizens of ZenAcademy NFT.

Denizens of ZenAcademy NFT may be available for purchase on the secondary market on third-party platforms, such as OpenSea, and/or other marketplaces (each, a “NFT Marketplace”). Please note that we do not operate any such NFT Marketplace and that, therefore, your access and use of any such NFT Marketplace is subject to the terms of the NFT Marketplace you are using.

You undertake to defend us against any claim or action arising out of or in connection with your use of the Denizens of ZenAcademy Art and Denizens of ZenAcademy NFT in contravention to these IP Terms, including where any such use infringes the Intellectual Property Rights of a third party (provided such claim does not relate to the unaltered Denizens of ZenAcademy Art as designed by us), and you shall fully indemnify and hold us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any such claim or action.

15. Disclaimer

YOU HEREBY AGREE THAT WE (AND ANY OF OUR AFFILIATES) SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY LOSS, DAMAGE OR CLAIM (WHETHER UNDER CONTRACT OR TORT LAW) RELATING TO OR RESULTING FROM: (A) THE DECENTRALISED NATURE OF DISTRIBUTED LEDGER TECHNOLOGY AND THE ETHEREUM NETWORK; (B) YOUR USE OF YOUR WALLET AND/OR ANY WEAKNESS AND OR DEFECT IN THE SECURITY OF YOUR WALLET; (C) ANY WEAKNESS AND/OR DEFECT IN THE CONFIDENTIALITY, INTEGRITY, AVAILABILITY AND/OR SECURITY OF ANY DATA, TECHNOLOGY, AND/OR EQUIPMENT USED BY YOU TO ACCESS AND/OR STORE YOUR DENIZENS OF ZENACADEMY NFT; (D) ANY MALICIOUS ACT CARRIED OUT BY BAD ACTORS RESULTING IN YOUR LOSS OF DENIZENS OF ZENACADEMY NFT; (E) ANY PRODUCT, SERVICE, OR EXPERIENCE DESIGNED BY THIRD-PARTIES ACCESSIBLE THROUGH THE USE OF THE DENIZENS OF ZENACADEMY NFT (REGARDLESS OF WHETHER SUCH OFFERING IS OFFERED WITH OR WITHOUT OUR PERMISSION); (F) ANY USE OF THE COMMERCIAL LICENCE THAT IS NOT MADE IN ACCORDANCE WITH THE IP TERMS; AND (G) ANY USE OF THE DENIZENS OF ZENACADEMY NFT AND/OR THE COMMERCIAL LICENCE CONTRAVENING THESE IP TERMS OR OTHERWISE EXCEEDING THE RIGHTS GRANTED TO YOU BY US UNDER THESE IP TERMS.

WE MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTIES (WHETHER EXPRESSED OR IMPLIED) IN RELATION TO ANY USE OF THE DENIZENS OF ZENACADEMY NFT AND THE DENIZENS OF ZENACADEMY ART, INCLUDING THE AVAILABILITY OF DENIZENS OF ZENACADEMY ART AND THE DENIZENS OF ZENACADEMY NFT, PARTICULARLY WHERE THE DENIZENS OF ZENACADEMY ART AND/OR THE DENIZENS OF ZENACADEMY NFT BECOME UNAVAILABLE DUE TO A FAILURE OF THE ETHEREUM NETWORK, THE MARKETPLACES AND PLATFORMS THROUGH WHICH YOU DISPLAY THE DENIZENS OF ZENACADEMY ART ASSOCIATED WITH YOUR DENIZENS OF ZENACADEMY NFT, AND/OR ANY OTHER INFRASTRUCTURE ON WHICH THE DENIZENS OF ZENACADEMY NFT AND THE DENIZENS OF ZENACADEMY ART RELY ON FOR THE PROPER FUNCTIONING.

OUR MAXIMUM AGGREGATE LIABILITY (WHETHER UNDER CONTRACT OR TORT) SHALL BE £250.

16. No Partnership, Joint Venture or Agency

Nothing in these IP Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency or employment relationship between you and ZenAcademy. Nothing in these IP Terms shall authorise you to make or enter into any commitments or make any representation on our behalf.

You also confirm that in entering into these IP Terms you are acting on your own behalf and not for the benefit of any other person.

17. Governing Law and Jurisdiction

These IP Terms represent an agreement between you (in your capacity of Holder) and the Company, which shall be governed by, construed, and enforced under the laws of England and Wales without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the IP Terms, their subject matter or formation.

These IP Terms represent an agreement between you (in your capacity of Holder) and the Company, which shall be governed by, construed, and enforced under the laws of England and Wales without regard to any choice or conflict of laws rules. You hereby irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the IP Terms, their subject matter or formation.