Terms and Conditions | Cool Cookies

COOL COOKIES LLC TERMS OF SERVICE

Last Updated: November 9, 2022

These terms and conditions ("Terms & Conditions") govern your use of the www.coolcookiesnft.com website, including your purchase of any Cool Cookies NFTs; by using this website or attempting to purchase a Cool Cookies NFT, you accept these Terms & Conditions in full. If you disagree with these Terms & Conditions or any part of these Terms & Conditions, you must not use the www.coolcookiesnft.com website or attempt to purchase any Cool Cookies NFT.

1. Definitions

“Art” means any art, designs, drawings, traits, layers, and other design elements that may be associated with a Licensed NFT that you own.

“Content” means text, images, audio material, video material, audio-visual material, or other forms of media.

“Licensed NFT” Means a non-fungible token that you Own and was originally minted on this Site. “NFT” means any blockchain-tracked, non-fungible token.

“NFT Trading Platform” means a secure marketplace where NFTs are sold, transferred, and recorded on the applicable blockchain and such transactions can be proven by the applicable blockchain.

“Own” or “Ownership” means, with respect to a Licensed NFT, a Licensed NFT that you have purchased through the Website or otherwise rightfully acquired from a legitimate source, where proof of purchase was recorded on the applicable blockchain and ownership of the Licensed NFT can be proven.

“Owner” means someone who has rightful and legal Ownership of a Licensed NFT.

2. Your Acceptance

These Terms & Conditions constitute an agreement ("Agreement") between Cool Cookies LLC. the owner and operator of the Cool Cookies website, www.coolcookiesnft.com (the “Site” or “Website”), and you (“you”, “your” or “user(s)”), a user of the Site.

BY ACCESSING THIS WEBSITE, YOU AGREE TO AND ACCEPT THESE TERMS AND CONDITIONS IN FULL AND WITHOUT RESERVATION. IF YOU DISAGREE WITH THESE TERMS & CONDITIONS, YOU MAY NOT USE THIS WEBSITE OR ATTEMPT TO PURCHASE ANY INVISIBLE FRIENDS NFTS.

We may amend this Agreement at any time so please come back and review these Terms & Conditions often.

3. Cool Cookies Ownership

Unless otherwise stated, Cool Cookies LLC and/or its licensors and affiliates own the intellectual property rights published on this website, including all text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, software (including source and object codes) and all other content or any description available on the Site or available via a link from Site to a page created by Cool Cookies LLC on another website (collectively, the "Cool Cookies LLC Content"). The Cool Cookies LLC Content is the sole property of Cool Cookies LLC and/or its licensors, affiliates, or third-party service providers.

You acknowledge and agree that Cool Cookies LLC and/or its licensors and affiliates own all legal rights, title, interest in the Art associated with any Licensed NFTs, and all intellectual property rights, including but not limited to, trademark and copyright rights, therein. Any rights provided to you upon purchase or ownership of a Licensed NFT are limited to those expressly stated herein. Cool Cookies LLC reserves all rights and ownership to the Licensed NFTs and Art not specifically granted to the User in this Agreement.

4. Purchase

Any payments of financial transactions that you conduct or engage in through the Site are final. You acknowledge and understand that the Site cannot and will not reverse any payments or transactions. All purchases of Licensed NFTs, as well as any associated charges, are non-refundable.

You shall be responsible for all applicable taxes including any sales or compensating use tax or equivalent tax wherever such tax may arise.

The user accepts and acknowledges that Cool Cookies LLC and its Affiliates will not be responsible for any communication failures, disruptions, distortions, delays, or any other errors that may arise when you attempt to purchase any Licensed NFTs.

5. User Ownership
Upon you assuming Ownership of a Licensed NFT and accepting the Terms and Conditions of this Agreement, Cool Cookies LLC grants you a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license to use, copy, display the purchased Art, including for the purpose of creating derivative works based on the Art (“Adapted Art”); provided, however, any such Adapted Art must contain the original traits or features of the Art (including color schemes) and may not use traits or features from other Cool Cookies artwork (including their color schemes). Upon failure by you (or any authorized person) to comply with these Terms of Use, we shall be entitled to terminate this license.‍

6. Restrictions to Use
You understand and agree that any physical merchandise that you produce must incorporate every element and trait of your Licensed NFT in full. The individual layers and traits of the Licensed NFTs are not owned by you and are the sole property of RCC and/or its licensors and affiliates. Such commercialization rights are limited to the Licensed NFTs that you own, and those rights do not extend to or include the Licensed NFT Crops that RCC may provide to you.

You understand and acknowledge that you may not, nor permit any third party to do or attempt to do the foregoing without the express prior written consent from Cool Cookies LLC; (1) modify the Art in your Licensed NFT or any applicable Licensed NFT Crop in any way, including, without limitation, the shapes, designs, drawings, attributes, color schemes, or design elements of the Licensed NFT; (2) produce any merchandise in connection with your Licensed NFT that depicts lewd behavior, illegality, hatred, intolerance, cruelty, vulgarity, pornographic or other “adult-only” material, discrimination, or otherwise harmful material to the Art and Cool Cookies’ brand; (3) or attempt to trademark, copyright, or otherwise attempt to acquire additional intellectual property rights in your Licensed NFT.

1. No False Claims of Ownership

Nothing in these Terms of Use constitutes or may be construed as permission to assert or imply that you are, or that your use of the Art is sponsored, endorsed, or granted official status by us. You may not falsely represent that you are the creator or owner of any Art.

2. No Use in Trademark or Logo

Unless explicitly authorized by us, you may not use the Art (in whole or in part) or any Adapted Art as the distinctive or distinguishing feature of a trademark, design mark, trade name, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).

7. Transfer

You have the limited right to transfer or sell your Licensed NFTs on an NFT Trading Platform, provided that the transferee or purchaser understands and accepts the terms of this Agreement and the terms of the NFT trading platform applicable Terms & Conditions and that prior to the transfer, you have not breached this Agreement or the Terms & Conditions of the NFT Trading Platform.

Cool Cookies LLC is not responsible for any transactions between you and a third party, including using any NFT Trading Platform to transfer your Licensed NFTs. Cool Cookies LLC shall have no responsibilities or liability with respect to any transfer you enact on any of these NFT Trading Platforms.

8. Termination of License

The licensed rights granted to you in Section 5 of this Agreement shall automatically terminate if you perform any of the following actions: 1) you sell, trade, donate, or otherwise transfer your Licensed NFT in any manner; (2) you breach any terms of this Agreement or any Terms & Conditions for the designated NFT Trading Platform; or (3) you engage in or initiate any legal actions against Cool Cookies LLC and/or any of their affiliates, and each of their respective officers, directors, members, affiliates, agents, or employees.

Upon termination of your licensed rights, you must immediately cease and desist all activities and rights granted to you from Section 5. This includes ceasing all activities involving the Licensed NFT for your own personal use and creating or selling physical merchandise that incorporates the Art of the Licensed NFT.

9. Assumption of Risk

You understand and agree that the Licensed NFTs are made solely for entertainment purposes only. You agree and understand that that: (1) the market and prices for a blockchain asset are extremely volatile and subjective and collectible blockchain assets, such as the Licensed NFTs, have no inherent or intrinsic value, and fluctuations in the price of such blockchain assets could materially and adversely affect the price and value of your Licensed NFTs; (2) there are risks involved with using internet-based currency and asset, including, but not limited to, risk of hardware, software, internet connection failure, risk of malicious software, and risk that unauthorized parties may gain access to your personal information including such information and assets contained in your digital wallet or elsewhere; (3) internet-based currency and assets are not currently regulated by any regulatory regimes, and new regulations or policies that may materially affect the value of any Licensed NFTs; (4) there is an inherent risk that you may lose access due to loss of private keys, custodial error, or even purchaser error; (5) there are risks related to taxation; and (6) Cool Cookies LLC does not make any guarantees or representations about the availability of the Licensed NFTs or the art or that they will host the Licensed NFTs or the Art in any specific location for any specific period of time.

You agree that you have received sufficient information to make an informed decision regarding the decision to purchase or otherwise obtain the Licensed NFTs and that you understand and agree that you are solely responsible for determining the value, nature, and appropriateness of the above risks for yourself.

10. Limitation of Liability

ALL LICENSED NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COOL COOKIES LLC AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL COOL COOKIES LLC BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, GOODWILL, WORK STOPPAGE, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, TECHNOLOGY FAILURE, OR MALFUNCTION, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE RELATED TO ANY LICENSED NFT OR OTHERWISE) HOWEVER ARISING, EVEN IF COOL COOKIES LLC KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

11. Unauthorized Conduct
When accessing or using our Site, you are solely responsible for your actions, and you agree to abide by the following rules of conduct:

You agree not to copy, distribute or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping;”
You agree not to attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
You agree not to use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Site or to extract or export data collected through the Site;
You agree not to take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; You agree that you will not hold Cool Cookies LLC, any of its affiliates, or its third-party providers responsible for your use of the Site;
You agree not to violate any requirements, procedures, policies, or regulations of networks connected to Cool Cookies LLC;
You agree not to interfere with or disrupt the Site;
You agree not to post anything contrary to our public image, goodwill, or reputation;
You agree to not violate any US federal laws, state laws, or local laws while using the Site; and
You agree not to use the Site in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, harmful, or harassing.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Site may, at our discretion, be terminated or suspended. Cool Cookies LLC reserves the right to suspend or terminate your access at any time without notice or explanation.

12. Assumption of Risk

13. Indemnification

You agree to defend, indemnify and hold harmless Cool Cookies LLC, its officers, directors, employees, affiliates, third-parties, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

your use of any Cool Cookies LLC Site;
your use of any Cool Cookies LLC’s affiliate services;
your violation of any term of this Agreement; or
arising out of any claim that you have breached any provision of these Terms & Conditions.

This defense and indemnification obligation will survive this Agreement. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

14. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site. Amended Terms & Conditions will apply to the use of this Site from the date of publication of the amended Terms & Conditions of this Site.