Space Poggers Terms and Conditions (“T&C”)


Please review these Terms carefully, as they set out your rights and responsibilities when you use this site to buy a Space Poggers non-fungible token (the “Space Poggers NFT”). Space Poggers is a collection of digital artwork NFTs that runs on the Ethereum network, using uniquely coded smart contracts (each, a “Smart Contract”), that allow users to acquire, buy, sell, own and transfer, the unique digital characters known as Space Poggers (hereafter “Space Poggers'') located at www.spacepoggers.com (the “Site”). Before using the Smart Contracts or the Site, you must agree to these T&C and any other terms and conditions incorporated or referenced herein (the T&C and any other terms and conditions incorporated or referenced herein are collectively referred to as the “Terms”).  

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SMART CONTRACTS OR THE SITE. THESE TERMS GOVERN YOUR USE OF SPACE POGGERS, THE SMART CONTRACTS AND THE SITE, UNLESS NIFTYWHALE, LLC. (HEREAFTER “CREATOR”) HAS AGREED TO DIFFERENT WRITTEN AGREEMENT WITH YOU TO THE CONTRARY, SIGNED BY BOTH PARTIES. BY USING THE SMART CONTRACTS, THE SITE, OR ANY PART THEREOF, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS CONTAINED HEREIN. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT COMPANY OR LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE NOT WILLING TO MAKE THE SMART CONTRACTS OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT FULLY AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SMART CONTRACTS, OR THE SITE. ALL TRANSACTIONS INITIATED THROUGH THE SITE ARE FACILITATED AND RUN BY THIRD-PARTY ELECTRONIC WALLETS ON THE ETHEREUM BLOCKCHAIN, AND BY USING THE SITE YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THOSE APPLICABLE WALLETS. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY ASSETS YOU PURCHASE. 

1. Additional Definitions.
“Art” means any art, design, and drawings that may be associated with a Space Poggers NFT that you Own. 

"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard. 

“Own” means, with respect to a Space Poggers 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. 

“Extensions” means third party designs that: (i) are intended for use as extensions 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. 

“Purchased NFT” means a Space Poggers NFT that you Own. “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. 

2. Ownership.
You acknowledge and agree that Creator (or, as applicable, its licensors) owns all legal right, title and interest in and to Space Poggers and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in this License. Creator reserves all rights in and to Space Poggers not expressly granted to you in this License.  

3. License.
a. General Use. Subject to your continued compliance with the terms of this License, Creator grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for 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 for 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 for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. 

b. Commercial Use. Subject to your continued compliance with the terms of this License, Creator grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art specific to your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased NFTs (“Commercial Use”), provided that such Commercial Use does not result in you earning more than Two Hundred Thousand Dollars ($200,000) in gross revenue each year. For the sake of clarity, nothing in this Section 3.b will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application; or (iii) earning revenue from any of the foregoing, even where such revenue is in excess of $200,000 per year. 

4. Restrictions.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Creator’s express prior written consent in each case: (i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iii) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) above or solely for your own personal, non-commercial use; (iv) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs, except as expressly permitted in Section 3(b) above; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (vi) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) 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; (x) that the Commercial Use license in Section 3(b) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, Creator may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that Creator 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 license. The restriction in Section 4 will survive the expiration or termination of this License. 

5. Terms of License.
The license granted in Section 3 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, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. If you exceed the $200,000 limitation on annual gross revenue set forth in Section 3.b above, you will be in breach of this License, and must send an email to Creator at [email protected] within fifteen (15) days, with the phrase “NFT License - Commercial Use” in the subject line, requesting a discussion with Creator regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in Creator’s sole and absolute discretion). If you exceed the scope of the license grant in Section 3.b without entering into a broader license agreement with or obtaining an exemption from Creator, you acknowledge and agree that: (i) you are in breach of this License; (ii) in addition to any remedies that may be available to Creator at law or in equity, the Creator may immediately terminate this License, without the requirement of notice; and (iii) you will be responsible to reimburse Creator for any costs and expenses incurred by Creator during the course of enforcing the terms of this License against you. 

6. Ethereum Fees, Payments, and Taxes.
(a) Any final acquisition, purchase, trade, or sale of Space Poggers NFT will be conducted solely through the Ethereum network and third-party electronic wallets, though the Site may serve as a platform that facilitates such transactions. We have no control over these transactions as or once they occur, nor do we have the ability to reverse any transactions. You agree that we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions pertaining to the Smart Contracts, or any other transactions that are conducted via the Ethereum network. 

(b) We may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.

 (c) Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. (c) You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Space Poggers NFT, Smart Contract, or Site (including, without limitation, any Taxes that may become payable as the result of your ownership or transfer of any of your Space Poggers). Except for income taxes levied on Space Poggers, you: (i) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms. 

7. Termination. We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account, and that we will not be liable to you or to any third party for any such suspension or termination. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability. If we terminate these Terms or suspend or terminate your access to or use of the Site due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity.