Thank you for being a part of the Okay Bears community! We have prepared these Okay Bear Digital Collectible License Terms (Terms) to explain what rights the lawful owner of an Okay Bear Digital Collectible (defined below) has in the unique image of the Okay Bear associated with their Okay Bear Digital Collectible. Okay Bear Digital Collectible means an Okay Bear-branded or themed Digital Collectible created by Okay Bears Pty Ltd (Creator, we, our or us). These Terms are intended to promote consistency, cohesiveness, and quality in communications, products, and experiences associated with Okay Bears. By purchasing or acquiring an Okay Bear Digital Collectible, you agree to these Terms.

1. You own the okay bear digital collectible and that ownership gives you important rights in the art associated with your okay bear digital collectible

   Your rights to use the Art is defined by the IP License Terms and Conditions found here.

   1. Okay Bear Digital Collectible.

      When you lawfully acquire an Okay Bear Digital Collectible, you own the actual token or inscription of the Okay Bear Digital Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Okay Bear Digital Collectible). Owning your Okay Bear Digital Collectible also gives you important rights in the Art for your Okay Bear Digital Collectible. Below we describe exactly what those rights are, which are intended to be broad, enabling you to make both personal and commercial uses of your Art, in any and all media.

2. You own the okay bear digital collectible and that ownership gives you important rights in the art associated with your okay bear digital collectible

   Your rights to use the Art is defined by the IP License Terms and Conditions found here.

   1. Okay Bear Digital Collectible.

      Subject to your compliance with these Terms, for as long as you lawfully own an Okay Bear Digital Collectible, we grant you a non-exclusive, non-sublicensable, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Art for your Okay Bear Digital Collectible for personal, non-commercial use, including but not limited to print and hang the Art in your room, display as your profile picture, or use as a metaverse avatar.

   2. Digital Collectible Art Commercial License.

      Commercial Use means any lawful activity that is performed with the intent to generate revenue, such as sale or transfer of items (including Digital Collectibles) on any marketplace, creating and selling merchandise or creating a comic book or video game that displays the Art. Subject to your compliance with these Terms, for as long as you lawfully own an Okay Bear Digital Collectible, we grant you a non-exclusive, non-sublicensable, worldwide, royalty-free, license to use, copy, reproduce and display the Art for your Okay Bear Digital Collectible for any Commercial Use; provided that you may not include the Art for more than one Okay Bear Digital Collectible in any single work (such as multiple Okay Bears in a comic book or movie) for a Commercial Use except as set forth below. If you own more than one Okay Bear Digital Collectible and wish to use the Art for multiple Okay Bear Digital Collectibles in the same work for a Commercial Use, you must apply to do so by completing and submitting to us a copy of the Okay Bears Commercial license application (Application), which will be available on an Okay Site (okay.xyz, okaybears.com and any subdomains) or such other places we may make available from time to time. We will review your Application and determine if your proposed use aligns with our vision for the Okay Bears brand. We can approve or reject an Application in our sole discretion. The license in this Section 2.2 does not include a right to create derivative works of the Art except as necessary to adapt and depict the Art in or on the goods or media created pursuant to this license, or as otherwise required in the No Rights to Trademarks section below. This license does permit you to mint and create new Digital Collectibles and Digital Collectible projects based on your Art for your Okay Bear Digital Collectible that you lawfully own, but in no event can you use or display the Okay Bears Trademarks (or any confusingly similar trademarks) on, or to promote, such new Digital Collectibles.

3. How may you transfer your rights in the digital collectible art
   1. Transfer

      The licenses granted in these Terms are non-transferrable. If you sell, transfer or otherwise dispose of your Okay Bear Digital Collectible then you will no longer be granted the foregoing licenses in the Art. In connection with any sales, transfers (including migrations or bridging across blockchains authorised by us) or similar transactions of the Okay Bear Digital Collectibles, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Okay Bear Digital Collectible, they hereby accept these Terms. You may not transfer an Okay Bear Digital Collectible to a transferee that is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a terrorist-supporting country; or is otherwise listed on any U.S. Government list of prohibited or restricted parties. If an Okay Bear Digital Collectible is fractionalized into smaller ownership interests (which may be represented by other tokens or inscriptions), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Okay Bear Digital Collectible, but are only granted to those who own all fractionalized interests in an Okay Bear Digital Collectible.

   2. Migrations and bridging.

      If we offer Migration or Bridging for your Okay Bear Digital Collectible to another blockchain (New Okay Bear Digital Collectible) and you accept this offer, then the licenses associated with the Okay Bear Digital Collectible will remain in effect and be associated with the New Okay Bear Digital Collectible. If you do not accept the Migration or Bridging offer then your license to the Art remains in effect.

4. Other key considerations regarding Okay Bears Digital collectibles
   1. Okay Bears Trademarks.

      Okay Bears Trademarks means any and all logos, trademarks, service marks, and trade dress associated with Okay Bears, okaybears.com, us, or any other names of Okay Bears-related characters or products or service developed by us, including the “Okay Bears” name and the phrase “Okay Cares.” Nothing in these Terms grants you any rights to the Okay Bears Trademarks for any use (whether personal or otherwise), and you may not use the Okay Bears Trademarks or any confusingly similar variation thereof for any purpose. This restriction includes any Okay Bears Trademarks that may be displayed or contained in any Art for your Okay Bear Digital Collectible, and you will need to modify the Art to remove or obfuscate such Okay Bears Trademarks before making any use of such Art. For the avoidance of doubt, the Okay Bears Trademarks does not include the phrase “OKB Community,” which you can freely use.

   2. RESERVATION OF RIGHTS.

      All rights in and to the Art and any other intellectual property of Creator not expressly licensed herein are hereby reserved by Creator. All goodwill arising from any use of the Okay Bears Trademark will inure solely to Creator and its affiliates. You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any Okay Bear Digital Collectible or Art.

   3. BLOCKCHAIN FORKS. OF RIGHTS.

      Due to the open-source nature of public blockchains, it is possible that there may be a fork, merge, or duplication of the underlying blockchain that has recorded ownership of your Okay Bear Digital Collectible. If such event occurs and results in duplicate Okay Bear Digital Collectibles, any rights granted under these Terms to owners of any Okay Bear Digital Collectible will only be granted to the lawful owners of the Okay Bear Digital Collectible whose ownership is recorded on the blockchain that is generally recognized as the legitimate version or successor of such blockchain (as determined in our sole discretion).

5. Disclaimers, limitations of liability, and indemnification
   1. Disclaimers

      The value of Okay Bear Digital Collectibles is subjective, has no inherent value and therefore can be volatile. You agree to assume all risk associated with the use and value of the Okay Bears Digital Collectible and Art. Except as expressly set forth herein, to the maximum extent permitted under applicable law, Creator, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (Creator Entities) disclaim all warranties and conditions, whether express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement in the Okay Bear Digital Collectibles and Art. The Creator entities make no warranty or representation and disclaim all responsibility and liability for:



      1. The completeness, accuracy, availability, timeliness, originality, security or reliability of Okay Bears Digital Collectibles and Art;
      2. The operation or compatibility with any other application or any particular system, device, blockchain, digital wallet, hardware or marketplace;
      3. Whether the Okay Bears Digital Collectibles and Art will meet your requirements or be available on an uninterrupted, secure or error-free basis; and
      4. The deletion of, or the failure to store or transmit the Okay Bears Digital Collectibles and Art.



      The Okay Bears Digital Collectibles are intended for consumer enjoyment, use and consumption only.

   2. Okay Bears Trademarks.

      To the extent not prohibited by law, you agree that in no event will the Creator Entities be liable (a) for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the Okay Bear Digital Collectibles ), however caused and under any theory of liability, whether under these terms or otherwise arising in any way in connection with the Okay Bears Digital Collectible or Art or these terms and whether in contract, strict liability or tort (including negligence or otherwise) even if the creator entities have been advised of the possibility of such damage, or (b) for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with these terms or the delivery, use or performance of the Okay Bears Digital Collectibles or Art. The maximum aggregate liability of the Creator Entities for all damages and causes of action arising under these terms or the Okay Bear Digital Collectibles or Art, whether in contract, tort (including negligence) or otherwise, shall be the lesser of (i) $1,000 or (ii) the amount you paid for your Okay Bear Digital Collectible. Some jurisdictions (such as the state of New Jersey) do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you.

   3. INDEMNIFICATION.

      By entering into these Terms and accessing or using the Okay Bear Digital Collectibles or Art, you agree that you shall defend, indemnify and hold the Creator Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Creator Entities arising out of or in connection with: (i) your violation or breach of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the Okay Bear Digital Collectible or Art; (iv) any Digital Collectible Art Derivatives you create, or (v) any fraud, negligence or wilful misconduct committed by you.

6. Additional provisions
   1. Additional features

      Creator may choose to make additional features, access, content, items or other benefits available to owners of Okay Bear Digital Collectibles (Additional Features). Creator has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an Okay Bear Digital Collectible. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.

   2. UPDATING THESE TERMS.

      We may modify these Terms from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. Your continued access or use of the Okay Bear Digital Collectibles or Art after these Terms have been updated will be deemed your acceptance of the modified Terms.

   3. TERMINATION OF LICENSE.

      If you materially breach any of the provisions of these Terms and/or the Terms of Service and Sale on an Okay Site (okay.xyz, okaybears.com and any subdomains), all licenses granted to you under these Terms will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the Art and shall cease all further use or display of the Art (including any Digital Collectible Art Derivatives), and all sublicenses you have granted in the Art shall automatically terminate. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Creator or you. Termination will not limit any of Creator’s other rights or remedies at law or in equity.

   4. MISCELLANEOUS.

      If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be freely assigned by us but may not be assigned by you without the prior express written consent of Creator. Any purported assignment in violation of these Terms will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to these Terms.