Welcome to the Particle Ink Metaverse Genesis collection. pARticle pack NFTs are a collection of unique hand-drawn Augmented Reality (AR) Lightlings, each represented by a non-fungible token (“pARticle pack NFT”) created by a smart contract on the Ethereum blockchain (“pARticle pack Smart Contract”). Each pARticle pack NFT is associated with digital artwork featuring a unique pARticle pack avatar (“pARticle pack Art”). This agreement (“Terms”) is between Kaleidoco Inc. (“Kaleidoco”) and anyone who purchases or owns a pARticle pack NFT (“you” or “Owner”). When you create a pARticle pack NFT via the pARticle pack Smart Contract, any of Kaleidoco’s websites or web interfaces, or a third-party website or interface (a “Mint”), you acknowledge and agree to abide by these Terms. When you purchase an existing pARticle pack NFT by way of the pARticle pack Smart Contract, any of Kaleidoco’s websites or web interfaces, or a third party (a “Secondary Sale”), you acknowledge and agree to abide by these Terms.
a) You own your pARticle pack NFT. You have the exclusive right to hold, sell, transfer, and make blockchain transactions with your pARticle pack NFT as long as your digital wallet holds that pARticle pack NFT, as recorded by the pARticle pack Smart Contract, and can produce valid, cryptographically signed and cryptographically-verifiable transactions tied to your blockchain account holding that pARticle pack NFT. Kaleidoco cannot seize, freeze, or modify the ownership of any pARticle pack NFT you own.
b) Kaleidoco owns the IP to the pARticle pack Art associated with your pARticle pack NFT. That means Kaleidoco owns the copyrights, trademarks, and other intellectual property rights in that pARticle pack Art. However, Kaleidoco grants you the license described below that allows you to use the pARticle pack Art as long as you own the associated pARticle pack NFT.
c) You may own the IP to the new elements of a work that you develop (or have developed) that augment, are derived from or incorporate the pARticle pack Art (“Derivatives”) provided any third-party design elements are used under license or with permission. However, Kaleidoco retains the copyright in the underlying pARticle pack Art and, because derivative works you develop are based on or incorporate the pARticle pack Art, your use of any such derivative work is subject to and requires a license from Kaleidoco. That license is set out in these Terms. If you sell a pARticle pack NFT, the license to use the pARticle pack Art associated with it transfers to the buyer of the pARticle pack NFT, and you may lose the right to continue using your derivative work unless you receive a sublicense from the new owner of the pARticle pack NFT. You hereby grant to Kaleidoco an irrevocable nonexclusive worldwide perpetual royalty-free right to depict any Derivatives in any media or format.
a) Upon lawful acquisition and for the duration of your ownership of a pARticle pack NFT, including any Derivatives Kaleidoco grants you a non-exclusive, revocable (as set forth in these Terms), worldwide, royalty-free license to reproduce, display, and use the pARticle pack Art for personal, non-commercial purposes only. This license does not allow for any commercial use of the pARticle pack Art without prior written consent from Kaleidoco. Should you wish to use the pARticle pack Art for commercial purposes, you must negotiate a separate commercial license agreement with Kaleidoco.
i. The license does not grant you any rights to Kaleidoco’s trade names, brands, trade dress, or trademarks, which are reserved for Kaleidoco. If there are any elements in the pARticle pack Art that function as trademarks (e.g., characters or words or designs) your use must be under the terms hereof and non-commercial. You agree that any goodwill generated by your use of those trademarks inures to the benefit of Kaleidoco. Kaleidoco reserves the right to terminate your trademark rights if you violate the terms of this license or use the trademark in ways that is not consistent with the restrictions set forth in these Terms.
ii. You cannot use the pARticle pack Art in any way that expresses hate or encourages violence towards a person or group based on race, religion, gender, orientation, or disability.
iii. You cannot use the pARticle pack Art in a way that violates applicable laws.
iv. You must not use the pARticle pack Art in any manner that could be construed as negative, derogatory, or damaging to the pARticle pack community, Kaleidoco's brand, or its reputation. This includes, but is not limited to, use in contexts involving adult, violent, racist, or sexist content or any other content that may bring the community or brand into disrepute or harm its image.
v. You may not alter the pARticle pack Art in any way that implies endorsement of products, services, or causes not approved by Kaleidoco, nor may you create derivative works that include banned or illegal substances, symbols of hate, or violence.
c) Notwithstanding any other provision of this agreement, Kaleidoco retains the right to display the pARticle pack Art publicly for promotional purposes and to authorize or create derivative works such as avatars or characters based upon the pARticle pack Art for commercial use.
Owners may, from time to time, be eligible for discretionary perks, benefits, or entitlements. However, ownership of a pARticle pack NFT does not inherently guarantee such perks. The nature, frequency, and duration of any perks are not assured and are subject to change without obligation or liability on the part of Kaleidoco. Any perks provided are offered on a gratuitous basis and may be subject to additional terms, conditions, or requirements, which must be agreed upon and adhered to by the Owner. Kaleidoco reserves the right to modify, suspend, or discontinue any perks at its sole discretion, and makes no warranties or representations about the potential utility of the pARticle pack NFT.
a) You acknowledge and agree that Kaleidoco is entitled to a royalty on every Secondary Sale of a pARticle pack NFT, which shall not exceed 10% ("pARticle pack Royalty"). Kaleidoco reserves the right to modify the pARticle pack Royalty rate at any time at its discretion. You agree not to attempt to circumvent or evade the pARticle pack Royalty in connection with the purchase or sale of a pARticle pack NFT. Failure to comply with the pARticle pack Royalty obligation may result in the revocation of the licenses granted under these Terms.