Last Revised: March 18th, 2022
Number of Users: Single User
Commercial Use: Not Permitted
Non-commercial (Personal) Use: Permitted
NFT Use and Distribution: Not Permitted
Cost: Included in the price of the product
This License Agreement contains important legal terms, and the Licensee acknowledges that by completing the checkout process, submitting project information, and/or checking “Agree”, the Licensee has read the entire License Agreement and agrees to the terms herein, including, without limitation Section 9 (Important General Legal Provisions).
Covatar Inc. offers different types of license agreements and the one selected at the time of purchase of the product applies to the Licensee’s use of the Licensed Asset. By default, each product includes a Personal Use license. The Licensee can upgrade their License by purchasing one of the following options: NFT, Commercial, or White-label.
This License Agreement states the terms and conditions of the Licensee’s non-exclusive and limited copyright license with respect to the digital and physical artworks and products (“Licensed Asset”) created to order purchased and made 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 may also apply to digital and physical content that Covatar Inc. makes available and distributes at no charge (for example, for promotional purposes).
PARTIES TO THE LICENSE AGREEMENT; NUMBER OF USERS
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 when receiving the final product
(B) Covatar, Inc. (DBA Covatar Market, Covatar NFT, Merchandice, Sketchy Digital) as the Licensor.
1.2 This is an individual license for Non-commercial use (as defined below) only, and the Licensed Asset may be used and accessed (as permitted in this License Agreement) only by a single individual person, who is the Licensee indicated at the time of purchase or upon receiving an End Product.
1.3 If the product will be used for personal purposes by several individuals, each individual must purchase a license for that Licensed Asset. The original Licensee may purchase multiple Personal Use Licenses after purchasing the services of the creation of that Licensed Asset, after receiving it, or in the future when a new user plans to use it. If additional Licensees are direct relatives of the original Licensee (child, spouse, or legal guardian), then the purchase of additional Personal Use Licenses is not required.
1.4 If you obtain an altered version of the Licensed Product (e.g. different backgrounds, details, colors) not from the original Licensor, this altered version automatically becomes a new standalone Licensed Product, and an additional Personal Use License must be obtained from Covatar Inc. for an additional fee. If an altered version of the Licensed Product is obtained from Covatar Inc., the Personal Use License fee is included in the scope of work that must be paid in full by the Licensee.
1.5 This license is not suitable for businesses and registered entities. For use by a registered entity or for work/business purposes, one of the license agreements that permit Commercial Use is required.
1.6. This license is not suitable for distributing the Licensed Asset as a Non-fungible token (“NFT”). If the Licensee desires to obtain such rights, they must obtain the NFT license from the Licensee.
Licensee may only upload the Licensed Asset to (i) a personal server owned and controlled by Licensee, (ii) social media accounts that are used exclusively for personal purposes, (iii) a private cloud storage service, or personal digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.
THIS LICENSE AGREEMENT PERMITS NON-COMMERCIAL (PERSONAL) USE ONLY; COMMERCIAL USE AND NON-COMMERCIAL USE DEFINED
This Personal Use License Agreement permits only Non-commercial use of the created Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations); all Commercial use is strictly prohibited.
3.1 Commercial Use
“Commercial” use is any use: (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, non-profit, corporation, or partnership) or a public person or group of people (e.g. influencer, celebrity), product, or service, or (iii) where financial gain and profit or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the user is deemed “Commercial” and a user is required to obtain a license that permits Commercial use of the Licensed Asset.
3.2 Non-commercial Use (Personal)
“Non-commercial” use is applied for solely personal purposes that don’t generate profits directly or indirectly; any use that meets the definition of “Commercial use” can not be determined as a Non-commercial use. The Licensee is required to obtain the Commercial Use or White-label Use License before starting any Commercial activities.
PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS
An “End Use” of a Licensed Asset means the use of the Licensed Asset only as expressly permitted below:
4.1 End Products for Non-Commercial Use
- Digital Products for Non-commercial Use: the Licensee may use created digital products in social media profiles created exclusively for personal purposes, personal website that doesn’t generate profits directly or indirectly, as a user picture or picture in personal email signatures, personal messenger accounts, etc.
- Physical Products for Non-commercial Use: the Licensee may create physical End Products by printing a digital version of the Licensed Asset, not for resale or wholesale such as but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for Non-commercial use only. Licensee may use these printed products as gifts for other individuals as long as it does not generate profits directly or indirectly.
- Product Packaging for Non-commercial Use: Licensee may create physical or digital end packaging products for Non-commercial use such as, but not limited to, labels, stickers, containers, etc. for Non-commercial use only and not for use by a business as marketing collateral.
- Digital or Print Publication for Non-commercial Use: Licensee may use the Licensed Asset in digital or print publications such as cards, invitations, photo albums, scrapbooks, e-books, or e-publications, which are created for Non-commercial or Non-marketing use only.
4.2 Personal Social Media for Non-Commercial Use
Personal Social Media for Non-Commercial Use: only personal social media accounts (up to 10 personal profiles) not affiliated with a company/business/entity or content creator/influencer/celebrity. If the Licensee promotes any kind of services, products, affiliate links, etc. on their social media pages, it’s deemed as Commercial activity and the Licensee must obtain a Commercial license from Covatar Inc.
4.3 Including the Licensed Asset into Motion Picture and Audiovisual Content
Streaming: Streaming via the Internet only of motion pictures and audiovisual works that contain the Licensed Product, excluding advertisements, is permitted for non-commercial use only. If you generate profits from ads commissions (e.g. Youtube Ads Commission), this activity is deemed as Commercial and you must obtain a Commercial license from Covatar Inc.
Quantity Limitations on Streaming: No limit on lifetime viewers for Non-commercial use.
The following activities are included within Commercial Use or White-label Use Licenses. If you want to obtain a Commercial Use License, please contact us at email@example.com.
5.1 End Products
- All End Products for Commercial use (including and not limited to physical products, product packaging, digital products, or digital or print publications) are strictly prohibited with the Personal Use license.
- On-Demand Applications (including but not limited to Print-on-Demand) for Commercial Use or Non-Commercial Use are prohibited. Any use that allows anyone other than the Licensee, such as an end-user to customize a digital or physical end product is strictly prohibited, whether for Commercial use or Non-commercial use. This includes, but is not limited to, “print-on-demand”, “made to order”, or “download on-demand” applications.
5.2 Social Media, Marketing, and Advertisements
- Business or Celebrity’s/Influencer’s Social Media: is prohibited for Commercial use or Non-commercial use.
- Physical (printed, paid, or unpaid) Advertisements: including but not limited to billboards, signage, printed advertisement, etc. are prohibited for Commercial use under the Personal Use License.
- Digital (paid or unpaid) Advertisements: Internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, Linkedin Ad, TikTok Ads, Instagram Ads, etc. are strictly prohibited for Commercial use or Non-commercial use with the Personal Use License.
5.3 Broadcast and Streaming of Motion Picture and Audiovisual Content that includes Licensed Asset
Broadcast and Streaming: (a) Streaming for Commercial use and (b) broadcast for Commercial use or Non-commercial use by any means, including via network, cable, satellite, pay-per-view, video-on-demand of content including motion picture or audiovisual works incorporating the Licensed Asset, including advertisements, is strictly prohibited for Commercial use or Non-commercial use with the Personal Use License.
5.4 Digital Materials Development
Software Development (including Websites, Mobile or Desktop applications), and Video Game Development: is strictly prohibited for Commercial use or Non-commercial use with the Personal Use License.
5.5 Trademark and Copyright
Trademark: the Licensed Asset may not be used as part of a trademark, service mark, design mark, and/or trade name. In no event does this License Agreement allow the Licensee to – and the Licensee shall not seek to – register, protect, or enforce any trademark or similar rights in the Licensed Asset.
Copyright: The Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work. The original or any additional versions of Licensed Assets are registered with the United States Copyright Office by Covatar Inc.
If you desire to obtain the described above rights, please contact Covatar Inc. at firstname.lastname@example.org to obtain the White-label Use License.
5.6 Future Technologies
The Personal license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the Personal Use License.
STRICTLY PROHIBITED USES
Nothing in this License Agreement grants the Licensee any of the following rights, all of which rights are expressly retained:
6.1 Resale or Sub-Licensing the Licensed Asset or any modification of it in any form is strictly prohibited.
6.2 Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset, template, or non-fungible-token).
6.3 Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute the Licensed Asset as a standalone file (meaning just the source file itself) is strictly prohibited.
6.4 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, property, or business;
(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 tortures;
(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 and not limited to 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, business entity, individual, or group of individuals.
6.5 Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.
6.6 Any other use that is not expressly permitted in Section 4 (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited with the Personal Use License.
CLIENT, SERVICE PROVIDER, AND OTHER THIRD PARTY USE PROHIBITED
Third-party use requires the third party to obtain its own license unless a custom license is purchased. The Licensee is responsible to notify a new Third-party user about their obligations to obtain the appropriate License by the original Licensor.
7.1 Any Third-Party Use Requires Separate License. This License Agreement does not permit sublicensing, except as stated in Section 7.2.
7.2 Limited Sublicensing of End Users Is Permitted. The restriction above does not prohibit the Licensee from sublicensing Licensee’s rights third parties solely to manufacture or distribute completed End Uses of the Licensed Asset exclusively and only for Non-commercial uses (as expressly permitted herein) when done on behalf of the Licensee, provided that the Licensee shall at all times ensure compliance with the terms of this License Agreement.
ATTRIBUTION AND AUTHOR CREDIT
8.1 When author credit is required: any kind of editorial use requires an author credit; however for non-editorial use author credit is only required where credits are accorded to other providers of licensed material.
8.2 Credits, when required, shall be legible and in close proximity to the Licensed Assets and, where applicable, substantially similar in placement and prominence to other credits.
8.3 Credits must be provided using the following format: “Created by Covatar.com, © [YEAR]” where Covatar.com must be an active DOFOLLOW link to the www.covatar.com website.
IMPORTANT GENERAL LEGAL PROVISIONS
9.1 Intellectual Property
- All products (both digital and physical) created and provided by Covatar Inc., including, without limitation, the Licensed Asset, are protected by the United States Copyright Office and international copyright and other laws and treaties.
- As between the Licensee and Covatar Inc., Covatar Inc. retains intellectual ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferable, and non-sublicensable copyright to use the Licensed Asset as expressly set forth above on the terms herein. The Licensee reserves the right to purchase the White-label license to obtain non-restricted rights to the Licensed Asset.
- All other rights between the Licensee and Covatar Inc. are reserved by Covatar Inc. The Licensee may not assert any ownership in the Licensed Asset itself nor any right to revenue from a collecting society in respect of photocopying, digital copying, or other secondary uses of the Licensed Asset.
- Any reference to the “purchase” or “sale” (or any other similar terms) of the Licensed Asset refers to the purchase of limited licensed use only and not the purchase of the underlying copyright or work itself. The Licensee reserves the right to purchase the White-label license in order to obtain such rights.
- As a licensee, the Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title, or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant Licensee any rights to trademark or any other intellectual property rights in the Licensed Asset unless the White-label Use License is purchased from the Licensor.
- Covatar Inc. may terminate this License Agreement at any time if the Licensee breaches any of the terms of this or any other agreement with Covatar Inc., in which case the Licensee must immediately: cease using the License Asset; delete or destroy all copies; and, if requested, confirm to Covatar Inc. in writing that the Licensee has complied with these requirements.
- If the Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or has plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Covatar Inc.’s request, the Licensee agrees to remove any content from such platform or website.
- 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.
9.3 Content Withdrawal
Covatar Inc. may discontinue licensing for the Licensed Asset with reasonable written notice. Upon notice from Covatar Inc., or upon the Licensee’s knowledge, that the Licensed Asset may be subject to a claim of infringement of a third party’s right, Covatar Inc. may require the Licensee to immediately, and at the Licensee’s own expense: cease using the Licensed Asset, delete or destroy all existing digital and physical copies; and ensure that the Licensee’s clients, distributors and/or Licensees do likewise.
- 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 inappropriate 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, the Licensee also agrees 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.
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 the 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.
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 Personal 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 Personal Use License Agreement shall not constitute a waiver of such right or provision.
If any provision of this Personal Use 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, will continue in full force and effect.
9.12 Entire Agreement
This Personal Use License Agreement, together with the Covatar.com Terms of Service (“Terms of 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 Personal Use License Agreement supersedes any conflicting terms set forth in the Terms of Service and Service with respect to the Licensed Asset.
All notices must be sent to Covatar Inc. under this License Agreement should be sent via email to email@example.com. All notices to the Licensee will be sent via email to the address provided by Licensee during account creation, questionnaire submission, or purchase.
- 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 shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated).
- Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) The Licensee is notified of the updated terms to prior purchases in writing via email on file or (2) such modification (i) does not adversely affect any rights of the Licensee and (ii) Covatar Inc. notifies the Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).
- The existing license automatically applies to all artworks and products created by Covatar Inc. for their customers and its companies after April 1st, 2020.
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.
2244 Oak Grove Rd. #30306
Walnut Creek, CA 94598
The United States