PERSONAL LICENSECOMMERCIAL LICENSEWHITE-LABEL LICENSENFT LICENSE

Whitelabel License

Last Revised: March 18, 2022

 

Licensee:  

Individual or any Legal Entity (including nonprofit organizations), as indicated at the time of purchase. 

Number of Users:  

An unlimited number of users or brands at the sole discretion of the Licensee. 

Commercial Use:  

For resale of physical and digital products:  

  • unlimited commercial use at the sole discretion of the Licensee. 

For promotional and marketing purposes:  

  • unlimited commercial use at the sole discretion of the Licensee. 

For content broadcasting:  

  • unlimited commercial use at the sole discretion of the Licensee. 

NFT Use and Distribution:

Permitted 

Cost: the White-label Use License must be obtained separately. 

This License Agreement contains important legal terms, and the Licensee acknowledges that by completing by purchasing this license, the Licensee has read the entire License Agreement and agrees to the terms herein, including, without limitation Section 9 (Important General Legal Provisions). 

 

This License Agreement states the terms and conditions of the Licensee exclusive and full copyright license with respect to the digital and physical content (“Licensed Asset”) made available on Covatar.com and purchased by the Licensee. 

 

The Licensed Asset item will be emailed to the Licensee via the email address provided by the Licensee during the checkout process and/or submission of an order questionnaire. The email with the delivered Licensed Asset will also have a *.PDF of an applicable version of this license. The Licensee must retain the emailed file of the license for your personal records.

 

This License Agreement does not apply to digital content that Covatar Inc. makes available at no charge (e.g., for marketing purposes).

 

  1. PARTIES TO THE LICENSE AGREEMENT;

 

1.1 This License Agreement is an agreement between: 

(a) The “Licensee” is the individual person indicated as the licensee during the purchase process or that person’s employer if that person is acting on the employer’s behalf and with the employer’s authorization 

and 

(b) Covatar, Inc. (Doing Business as Covatar, Covatar NFT, Merchandice, Sketchy Digital) as the Licensor. 

If you are making this purchase on behalf of your employer or client, then only your employer is the “Licensee” and can use the Licensed Asset subject to the terms of this License Agreement; in that case, you represent and warrant that you have the full legal authority to bind your employer or client, as the Licensee, to the terms of this License Agreement.

 

  1. ASSET MANAGEMENT

This White-label Use License grants the Licensee full ownership of the Licensed Asset and the Licensee has a right to use, utilize and transfer the Licensed Asset at their sole and exclusive discretion.

 

  1. THIS LICENSE AGREEMENT GRANTS White-label OF THE LICENCED ASSET TO THE LICENSEE

This License Agreement permits both Non-commercial use and Commercial use of the Licensed Asset as well as the transfer of ownership to another Individual person or a Legal Entity.

 

  1. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS 

An “End Use” of the Licensed Asset means the use of the Licensed Asset and at the sole discretion of the Licensee. The following examples below are provided for general reference.

 

4.1 End Products 

  • Physical Products for Commercial Use or Non-commercial Use: the Licensee may create physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for both Commercial use or Non-commercial use.
  • Product Packaging for Commercial Use of Non-commercial Use: Licensee may create physical or digital end packaging products used for resale or wholesale such as, but not limited to, boxes, labels, stickers, or containers, etc., for both Commercial use or Non-commercial use.
  • Digital Products for Commercial Use or Non-Commercial Use: Licensee may create unlimited digital end products for resale such as static designs, static website elements for Commercial use, or Non-commercial use.
  • Digital or Print Publication for Commercial Use or Non-commercial Use: the Licensee can use the Licensed Asset in digital or print publications such as magazines, cards, invitations, photo albums, scrapbooks, e-books, or e-publications, for both Commercial use or Non-commercial use. 

Quantity Limitations on End Products for Commercial Use: no limitations.

 

4.2 Social Media, Marketing, and Advertisements 

  • Personal Social Media for Non-Commercial Use: no limitations.
  • Social Media pages that belong to a Legal Entity for Commercial Use: no limitations.
  • Physical (printed) Advertisements for Commercial Use in a Local Market where the Licensee is located: no limitations.
  • Digital Advertisements for Commercial Use: no limitations.
  • Quantity Limitations on Promotion and Advertisements: no limitations.

 

4.3 Broadcast and Streaming of Motion Picture and Audiovisual Content 

  • Broadcast and Streaming: no limitations.
  • Quantity Limitations on broadcast and streaming: no limitations.

 

  1. ADDITIONAL PROVISIONS 

5.1 Trademark and Copyright 

Trademark: the Licensed Asset can be used as part of a trademark, service mark, design mark, trade name.  

Copyright: the Licensee can claim the Licensed Asset (and all modifications) as its own copyrighted work. The Licensed Asset is originally registered and protected by the United States Copyright Office. In the event of purchase of the White-label Use License, Covatar Inc. automatically waives all copyrights and ownership rights and immediately transfers them to the Licensee.

 

  1. STRICTLY PROHIBITED USES 

Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained: 

6.1 Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that: 

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; 

(ii) may create a risk of any other loss or damage to any person or property; 

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise; 

(iv) may constitute or contribute to a crime or tort; 

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; 

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); 

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; 

(viii) contains any information or content that you know is not correct and current; or 

(ix) promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual.

 

  1. SUBLICENSING TO THIRD PARTIES  

With the White-label Use License, the Licensee reserves the right to transfer the exclusive rights to the third party.

 

  1. ATTRIBUTION

No attribution or credits are required with the White-label License.

 

  1. IMPORTANT GENERAL LEGAL PROVISIONS 

9.1 Intellectual Property 

At the moment of the purchase of the White-label License, the Licensor automatically transfers all intellectual property rights to the Licensee.

 

9.2 Termination 

  • Covatar Inc. may terminate this License Agreement at any time if Licensee breaches any of the terms of clause 6 of this agreement or Terms of Service of Covatar.com, in which case the Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Covatar Inc. in writing that Licensee has complied with these requirements. 
  • In any event, where the Licensee requests a refund, posts a dispute, uses stolen payment information, etc. the existing License will be terminated immediately.
  • In the event of the Licensee requesting Covatar Inc. the deletion of any personal information that Covatar Inc. has on file, this action will cause the cancellation of the existing License Agreement.

 

9.4 Audit 

  • Upon reasonable notice, the Licensee agrees to provide to Covatar Inc. sample copies of projects or end uses that contain the Licensed Asset, including by providing Covatar Inc. with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced and used. 
  • In addition, upon reasonable notice, Covatar Inc. may, at its discretion, either through its employees, contractors, or through a third party, audit the Licensee’s records directly related to this License Agreement and the Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement.
  • If any audit reveals an appropriate use of the Licensed Asset by Licensee to Covatar Inc., then in addition to paying Covatar Inc. the amount of the underpayment and any other remedies to which Covatar Inc. is entitled, you also agree to reimburse Covatar Inc. for the costs of conducting the audit.

 

9.5 Disclaimer of Warranties 

THE LICENSEE’S USE OF THE LICENSED ASSET IS AT THE LICENSEE’S OWN RISK. THE LICENSED ASSET IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COVATAR INC. AND ITS REPRESENTATIVES PAST, EXISTING, AND FUTURE, HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

9.6 Limitation on Liability 

IN NO EVENT WILL COVATAR INC., ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, COVATAR INC.), SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL THE LIABILITY OF COVATAR INC., ITS AFFILIATES OR THEIR LICENSORS (INCLUDING, WITHOUT LIMITATION, THE SHOP OWNERS), SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE, OR INABILITY TO USE, THE LICENSED ASSET, EXCEED THE FEES THAT LICENSEE PAID FOR THE LICENSED ASSET. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

9.7 Indemnification 

The Licensee agrees to defend, indemnify and hold harmless Covatar Inc., its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to the Licensee’s (or anyone acting on Licensee’s behalf, including, without limitation, service providers) (i) violation of this License Agreement, (ii) use of the Licensed Asset in violation of law, rules or regulations, or (iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.

 

9.8 Limitation on Time to File Claims 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE LICENSED ASSET OR THIS LICENSE AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

9.9 Choice of Law and Forum 

All matters relating to Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).  

Any legal suit, action, or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of California and County of Contra Costa although Covatar Inc. retains the right to bring any suit, action or proceeding against the Licensee for breach of this License Agreement in the Licensee’s country of residence or any other relevant and applicable jurisdiction. The Licensee waives any and all objections to the exercise of jurisdiction over the Licensee by such courts and to venue in such courts to the maximum extent permitted by law.

 

9.10 Arbitration 

AT SOLE DISCRETION OF COVATAR INC., EXCEPT TO THE EXTENT PROHIBITED BY LAW, COVATAR INC. MAY REQUIRE THE LICENSEE TO SUBMIT ANY DISPUTES ARISING FROM THE USE OF THE LICENSED ASSET AND THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING CALIFORNIA, USA LAW.

 

9.11 Waiver and Severability 

No waiver of by Covatar Inc. of any term or condition set forth in this White-label Use License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Covatar Inc. to assert a right or provision under this White-label License Agreement shall not constitute a waiver of such right or provision. 

If any provision of this White-label License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Service and Service, will continue in full force and effect.

 

9.12 Entire Agreement 

This White-label License Agreement, together with the Covatar.com Terms of Service and Service (“Terms of Service and Service”) constitutes the sole and entire agreement between the Licensee on the one hand and Covatar Inc. on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This White-label License Agreement supersedes any conflicting terms set forth in the Terms of Service and Service with respect to the Licensed Asset.

 

9.13 Notices 

All notices must be sent to Covatar Inc. under this License Agreement should be sent via email to legal@covatar.com. All notices to the Licensee will be sent via email to the address provided by Licensee during account creation, questionnaire submission, or purchase.

 

9.14 Modifications 

Covatar Inc. may modify this License Agreement by posting an updated version on the Covatar.com website. The then-current version of the License Agreement posted at the time of purchase will be in full effect and apply to the Licensed Asset.

 

9.15 Interpretation 

Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; and (ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.



To contact Covatar Inc., please use one of the following methods.

 

Email: legal@covatar.com

 

Mailing Address:

Covatar Inc.

Attn: Licensing

2244 Oak Grove Rd. #30306

Walnut Creek, CA 94598

The United States