PIXELMON NFT ARTWORK LICENSE

By acquiring lawful ownership of any Pixelmon or Trainer non-fungible token (inclusive of all future evolutions and generations, an “NFT”) created by Pixelation Labs Pte. Ltd. (together with its successors, assigns and affiliates, “Pixelmon”, “we”, “us” or “our”), you agree to the terms and conditions of this NFT Artwork License (this “License”). When you lawfully own a Pixelmon NFT, you own all personal property rights to the token (e.g., the right to freely sell, transfer, or otherwise dispose of that token). The entirety of your rights to use the Artwork (as defined below) are outlined in this License.

1. Definitions‍
a. “Artwork” means the artwork, images, video, content, media, and other works of authorship linked to your NFT.

b. “Artwork Licensee” means any owner of a Relevant NFT. 

c. “Relevant NFT” means any NFT that is linked to Artwork that is identical to yours.

2. Ownership. You are granted full permission to use the Artwork according to this License. We retain ownership of all rights, title, and interest in and to the Artwork, including all copyrights, trademarks, patents, moral rights, and any other intellectual property rights.

3. Permitted Use
a. For as long as you lawfully own an NFT, we grant to you a non-exclusive, non-transferable, sublicensable, worldwide license to use, distribute, reproduce, display, perform, and create derivative works of the Artwork for both personal and commercial purposes. We reserve all rights (including all intellectual property rights) not expressly granted to you in this License.

b. You may sublicense this License under the following conditions: You must (i) enter into a written agreement with each sublicensee that requires the sublicensee to abide by the terms and conditions of this License; (ii) name us as a third party beneficiary to all sublicense agreements such that we have the ability to enforce such agreements; (iii) provide each sublicensee with a copy of this License; and (iv) in the event of termination of your License, notify each sublicensee that their sublicense has also terminated.

4. Use of Artwork by Others. This License is not unique to you. You expressly understand that (a) subsequent lawful owners of your NFT may use the Artwork; (b) owners of other NFTs may use the Artwork linked to their NFTs; and (c) any or all of the aforementioned uses may result in content, designs, works of authorship, products, or services that are similar or identical to yours.

5. Royalty Requirements.

a. You and your sublicensees are permitted to monetize the Artwork up to $10,000 USD in combined net revenue per year without any obligation to pay royalties.

b. However, if the combined net revenue from your and your sublicensee’s monetization of the Artwork exceeds $10,000 USD, you are required to pay the following royalties:

i) A minimum of 5% to all Artwork Licensees who have staked their Relevant NFTs on a staking platform to be identified by us (the “Right-of-Game Platform”) and distributed in proportion to the number of Relevant NFTs each Artwork Licensee owns (which portion may be altered if any Relevant NFT has been evolved as set forth in the applicable staking contract on the Right-of-Game Platform); and

ii) 5% to us.

These royalty percentages shall be calculated based on the combined net revenue generated by you and your sublicensees. Net revenue shall be defined as gross revenue, less reasonable and arms’ length expenses, in each case consistent with generally accepted accounting principles. You agree to maintain accurate bookkeeping records and to require all of your sublicensees to maintain accurate bookkeeping records. We shall have the right view and audit all such bookkeeping records upon request.

6. Staking.

a. In furtherance of the royalty requirements in Section 5, any individual or business interested in monetizing the Artwork (including you) for more than $10,000 USD in combined yearly revenue must initiate a staking pool for that Artwork on the Right-of-Game platform.

b. Only Artwork Licensees who have staked NFTs are entitled to the royalties described in this License. You expressly understand that there is no guarantee of any compensation or other financial reward due to the staking of your Relevant NFT.

7. Our Use of Artwork.

a. By granting this License to you and all other Artwork Licensees, we agree not to commercialize the Artwork, except as permitted by this Section 7. For the avoidance of doubt, we shall be permitted to use the Artwork in the associated advertising and marketing of the Game (as defined below) and our other future products.

b. We will create a staking contract on the Right-of-Game Platform. If any Artwork Licensee stakes a Relevant NFT on the Right-of-Game Platform, we shall immediately be permitted to use the corresponding Artwork within the Pixelmon universe and related virtual games (the “Game”). For consideration of the use of the Artwork pursuant to this Section 7, we shall pay staked Relevant NFTs the royalty amounts set forth in Section 5(b)(i).

c. Once no Relevant NFT remains staked, our permission to use the Artwork within the Game shall terminate 180 days from the last day a Relevant NFT was staked.

d. Notwithstanding anything to the contrary, we shall not be obligated to use or monetize Artwork from staked Artwork Licensees.

8. Waiver. On behalf of yourself and your heirs and assigns, you irrevocably agree not to bring any suit, claim or action against (a) us, our past, present and future affiliates, or licensees (or any of their owners, employees, officers, directors and representatives); or (b) any Artwork Licensee or their past, present and future affiliates or licensees (or any of their owners, employees, officers, directors and representatives) in connection with their use of the Artwork, even if such use is competitive with or identical to yours.

9. No Rights to Trademarks. Nothing in this License grants you any rights to any logos, trademarks, service marks, or trade dress associated with us (“Pixelation Trademarks”). For example, you are prohibited from (a) stating or implying that your use of the Artwork is endorsed by or in collaboration with us or Pixelmon; or (b) registering any domain names or social media accounts using any Pixelation Trademarks.

10. Unauthorized Uses. This License has restrictions. If you violate these restrictions, your License will immediately and automatically terminate. You cannot use this License to: (a) create any token or digital asset built on blockchain or distributed ledger technology, including any non-fungible token; (b) violate the intellectual property rights of any third party; (c) disparage or damage us or Pixelmon; (d) break the law or promote illegal activities; or (e) engage in behavior that constitutes hate speech, harassment, abuse, fraud, defamation, discrimination, or obscenity, or that promotes any such activity. We have the right to determine, in our sole discretion, whether you have violated this License. We also have the right to designate another entity, such as a decentralized autonomous organization, to make that determination.

11. Termination of License.

a. This License will terminate immediately and automatically if any of the following occurs:

i) You violate any part of this License or our Terms of Service; or
ii) You cease to own an NFT associated with the Artwork.
iii) Upon termination of your License, you shall immediately cease all commercial use of the Artwork, including all marketing, distribution, sale, and advertising activity.

b. Upon termination, all sublicenses that you have granted shall also terminate automatically. Termination of your License will not limit any of our rights or remedies at law or in equity.

12. Terms of Service. This License and your use of all Artwork is subject to our Terms of Service. Terms used but not otherwise defined herein shall have the meanings set forth in such Terms of Service.

13. Updates. We have the right to update this License from time to time. New updates will be posted on this webpage. Updated versions of this License are binding on you with respect to your use of Artwork on or after the date indicated in the updated License. Notwithstanding the foregoing, we will not amend the terms set forth in Section 5 of this License for three years following the first effective date of this License (and thereafter shall have the right to revise such Section 5 in our sole discretion, including, among other things, for reasons related to our profitability and revenue needs at such time) unless otherwise required by law.