MoonCatLicense

Version 1.0, Last Revised: September 10th, 2021

The MoonCatLicense (this "License") is designed to grant and clarify the rights of a MoonCat owner to the MoonCat's underlying MoonCatArt.

Ponderware reserves the right to modify this License at any time by posting a notice either at https://mooncatrescue.com/, https://mooncat.community/, the metadata URL specified in the MoonCatAcclimator Ethereum smart contract located at address 0xc3f733ca98E0daD0386979Eb96fb1722A1A05E69, or in a conspicuous manner that Ponderware deems sufficient.

Section 1. Definitions

"MoonCat" or "MoonCats" means the blockchain-tracked, non-fungible token that was originally generated on or in connection with the MoonCatRescue Ethereum smart contract.

"MoonCatArt" means any art, design, drawings, data, and content that may be associated with MoonCatRescue and all MoonCats, including any such material subject to Copyright or similar rights that is derived from or based upon the MoonCat in compliance with this License.

"MoonCatRescue" means the MoonCatRescue Ethereum smart contract located at address 0x60cd862c9C687A9dE49aecdC3A99b74A4fc54aB6.

"Own" means, with respect to a MoonCat, a MoonCat that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is cryptographically recorded on the Ethereum blockchain. Proof of purchase must include the five-byte catId of a MoonCat and the Ethereum public key to which it belongs. A person or entity owns a public key if it can sign a transaction on the Ethereum blockchain with the current date using the private key associated with that public key.

"Ponderware" means ponderware LC, a Wyoming Limited Liability Company, and all parent companies, subsidiaries, affiliates, officers, directors, owners, members, employees, agents, contractors, subcontractors, licensees, licensors, and resellers of ponderware LC.

Section 2. Ownership

You acknowledge and agree that Ponderware (or, as applicable, its licensors), as the creator of MoonCatRescue, and the software that generates the images for and displays all MoonCats, owns all legal right, title and interest in and to the MoonCatArt, and all intellectual property rights therein. The rights that you have in and to the MoonCatArt are limited to those described in this License. Ponderware reserves all rights in and to the MoonCatArt not expressly granted to you in this License.

Ponderware will not license any MoonCatArt covered by this License to entities not in possession of the MoonCats for that MoonCatArt.

Section 3. License

3.1. Grant of License. Subject to your continued compliance with the terms of this License, by virtue of your purchase or generation of your MoonCat, Ponderware grants you a worldwide, non-exclusive, transferable, royalty-free license to use, copy, and display the MoonCatArt for MoonCats you Own.

3.2. Purposes. You may only use your licensed MoonCatArt for the following purposes:

(i) for your own personal use; or

(ii) for your own commercial use, provided that such commercial use is explicitly permitted by this Section 3 of this License.

3.3. Transferability. Given that this License runs with the MoonCat, you may only transfer this License to the MoonCatArt in whole, and only by transferring the MoonCat in a manner that cryptographically verifies the transfer of the MoonCat to ensure that the transferee of any MoonCat has received all right title and interest in the MoonCat as well as the rights afforded by this Section 3 of this License.

3.4. Downstream Recipients; License Runs with MoonCat. You agree that this license is specific to the MoonCatArt that is or was generated in connection with a specific MoonCat, that the MoonCatArt is inextricably linked to that specific MoonCat, that the MoonCatArt runs with the MoonCat, and that therefore:

(1) if you procured the MoonCat by generating the MoonCat on the site you hold only the License to the MoonCatArt that was specifically generated for your specific MoonCat,

(2) if you procured the MoonCat that you currently hold from a third party you only possess the License and rights associated with that MoonCat,

(3) should you ever transfer the MoonCat from which your MoonCatArt was derived to a third party you also transfer this License in whole to the third party to which you transfer the MoonCat.

The License applies only to the extent that you continue to own the applicable MoonCat. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your MoonCat for any reason, your License will immediately expire with respect to those MoonCats of which you have dispossessed, this License will transfer to the party to whom you sold, traded, donated, gave, or transferred the MoonCat, the receiving party will automatically receive a license under this MoonCat License from Ponderware, and you will have no further rights in or to the MoonCatArt or any extension for those MoonCats.

You may not impose any further restrictions on the exercise of the rights granted or affirmed under this License, including, but not limited to binding future licensees of this License to sublicenses of this License.

3.5. Derivatives. Ponderware also grants you a limited license to create derivative works of your MoonCatArt, provided that Ponderware retains ownership of all such derivative works. All derivative works become MoonCatArt and are licensed accordingly under this License.

3.6. Commercial Use. Subject to your continued compliance with the terms of this License, Ponderware grants you a limited, worldwide, non-exclusive, transferable license to use, copy, and display the MoonCatArt for your MoonCats for the purpose of commercialization that includes, contains, or consists of the MoonCatArt for your MoonCats.

3.7. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Ponderware's express prior written consent:

(i) use the MoonCatArt for your MoonCats 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;

(ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the MoonCatArt for your MoonCats;

(iii) utilize the MoonCatArt for your MoonCats for your or any third party's benefit in contravention of this License;

(iv) propagate or modify a covered work except as expressly permitted by this License.

To the extent that MoonCatArt associated with your MoonCats contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows:

(x) that you will not have the right to use such Third Party IP in any way except as incorporated in the MoonCatArt, and subject to the license and restrictions contained herein;

(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 MoonCatArt; and

(z) to the extent that Creator informs you of such additional restrictions in writing or email, 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 this Section will survive the expiration or termination of this License.

3.8. No endorsement. Nothing in this License constitutes or may be construed as permission to assert or imply that you are, or that your use of the MoonCat or MoonCatArt is, is connected with, or sponsored, endorsed, or granted official status by, Ponderware.

3.9. Attribution. If you transfer or convey your MoonCat, you must

(i) Retain any notices, identifications, or links attached to or associated with the MoonCat if any are supplied by Ponderware with the MoonCat, including any copyright notices, notices that refer to this License, or any URL or hyperlink to this License, and

(ii) indicate the MoonCat is licensed under this License, and include the text of, or the URI or hyperlink to, this Public License.

You may satisfy these conditions in any reasonable manner based on the medium, means, and context in which you transfer or convey the MoonCat. For example, it may be reasonable to satisfy the conditions by providing a URL or hyperlink to this License.

Section 4. Liabilities & Remedies

4.1. Breach. If you exceed the scope of this License without entering into a broader license with or obtaining an exemption from Ponderware, you acknowledge and agree that:

(i) you are in breach of this License;

(ii) in addition to any remedies that may be available to Ponderware at law or in equity, Ponderware may immediately terminate this License, without the requirement of notice; and

(iii) you will be responsible to reimburse Ponderware for any costs and expenses incurred by Ponderware during the course of enforcing the terms of this License against you.

4.2. Indemnification. You agree to indemnify and hold harmless Ponderware from and against all liability, damages, loss, cost or expense, including but not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any claims that (i) your use of the MoonCat infringes or otherwise violates any rights of any such third party, (ii) your use of the MoonCat in contravention of this Agreement, including but not limited to the prohibitions in Section 3.

4.3. Disclaimer of Representations Warranty. Except to the extent required by applicable law, the MoonCat is provided "as is" and "as available" without any representation or warranty of any kind, either expressed or implied, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether known or not known. the entire risk as to the quality and performance of the MoonCat lies with you.

4.4. Limitation of Liability. In no event unless required by applicable law will Ponderware be liable to you for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the MoonCat (including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties or a failure of the MoonCat to operate in any manner or a failure to notify any license holder of the existence of any derivative works.).

4.5. Recourse. License holders shall have the right to commence action for copyright infringement based on the rights granted under this License. Ponderware is under no obligation to pursue actions on behalf of a license holder.

4.6. Interpretation. If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the MoonCat.

Section 5. Miscellaneous Clauses

5.1. Mutual Representations and Warranties. Each party represents and warrants that: it has reviewed and understands all the terms of this License; it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this License; this License will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

5.2. Severability. If any provision of this License is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. To the extent it is not possible under applicable law to change or interpret the provision that is held to be unenforceable or invalid, such provision shall be severed from this License and the remainder of the License shall be given full force and effect.

5.3. Entire Agreement. This License constitutes the sole and entire agreement between the parties. This License supersedes all prior understandings, Licenses, representations, and documentation relating to the subject matter of this License.

5.4. Headings. The headings in this License are for reference only and do not affect the interpretation of this License.

5.5. Notices. All notices and other communications given in connection with this License shall be in writing and shall be deemed given (1) when sent via email to the last known email address of the party to whom the notice must be delivered, provided that receipt of the notice is acknowledged via a reply email or separate email acknowledging receipt of the notice; (2) three days after being deposited in the United States mail, postage prepaid to the recipient's address; or (3) posted at https://mooncatrescue.com/, https://mooncat.community/, or the metadata URL specified in the MoonCatAcclimator Ethereum smart contract located at address 0xc3f733ca98E0daD0386979Eb96fb1722A1A05E69.

5.6. Sale by Ponderware. This License shall inure to the benefit of Ponderware's successors in interest, including, without limitation, successors through merger, consolidation, or sale of substantially all of Ponderware's ownership or assets, and shall continue to be binding upon you.