LAST REVISED: September 16, 2024

Doodles x Rubik’s Digital Collectibles Media License Agreement

By acquiring lawful ownership to a digital collectible represented by a non-fungible token (“NFT”) that was initially offered and made available by Doodles, LLC or its affiliates or predecessor entities (“Doodles” or “we” or “our”) in collaboration with Spin Master Toys UK Limited (“Spin Master”), you agree to these Digital Collectibles License Terms and Conditions (the “License Terms”). In these License Terms, we refer to any such Doodles-offered NFT as a “Doodles x Rubik’s Digital Collectible”.

When you lawfully own a Doodles x Rubik’s Digital Collectible, you own all personal property rights to the NFT underlying the Doodles x Rubik’s Digital Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Doodles x Rubik’s Digital Collectible). We, however, own the associated artwork, images, video, content or other works of authorship linked to your specific Doodles x Rubik’s Digital Collectible (“Collectibles Media”), and we grant you a license to use and display such Collectible Media as outlined below in these License Terms.

1. Introduction

1. Service Terms. Your use of the Doodles x Rubik’s Digital Collectibles or any Doodles-provided services, including on the website www.doodles.app, is governed by the general Doodles Terms of Service (the "Service Terms"). However, in the event of a conflict between the Service Terms and these License Terms, then these License Terms will control as it applies to your Doodles x Rubik’s Digital Collectibles.
2. Acceptance Required. In order to lawfully acquire ownership of a Doodles x Rubik’s Digital Collectible, you must agree to these License Terms. IF YOU DO NOT AGREE, THEN PLEASE DO NOT PURCHASE OR OTHERWISE ACCEPT THE TRANSFER OF A DOODLES X RUBIK’S DIGITAL COLLECTIBLE.
3. Arbitration; Class Action Waiver. PLEASE NOTE THAT THESE LICENSE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL AND NOT AS A CLASS-WISE OR CONSOLIDATED BASIS TO RESOLVE ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND DOODLES (AND, IF APPLICABLE, DOODLES’ LICENSORS OR LICENSEES), RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OF ANY KIND. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS, THEN YOU MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN THIRTY (30) DAYS AFTER YOU PURCHASE OR RECEIVE THE TRANSFER OF A DOODLES X RUBIK’S DIGITAL COLLECTIBLE BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SUCH ARBITRATION PROVISION.

1. Requirements to Purchase

1. Age and Authority. In order to purchase or acquire lawful ownership of a Doodles x Rubik’s Digital Collectible if you are an individual, you must be 18 years of age or older if the age of lawfully capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the individual agreeing to these License Terms must have the legal authority to bind the entity.
2. Restricted Parties. If (i) you are an individual, you agree on your own behalf and (ii) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: (A) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; (B) is (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (C) is resident in a country or jurisdiction under a U.S. embargo enforced by OFAC (“Restricted Parties”).

1. Digital Collectibles License Grant

1. Collectibles Media License. For as long as you lawfully own a Doodles x Rubik’s Digital Collectible, Doodles grants you a non-exclusive, perpetual, irrevocable (except as set forth in Section 3.2 below) worldwide license under our copyrights (including any rights licensed to us by third parties) to use, distribute, reproduce, display, and perform (but not modify and/or create derivative works) the specific Collectibles Media linked to your Doodles x Rubik’s Digital Collectible for personal, non-commercial uses, with the right to sublicense such rights solely to third parties to enable the right to display the Collectibles Media, with Doodles and Spin Master being third party beneficiaries to all such sublicenses with the ability to enforce such agreements. This license includes the right to display Collectibles Media as a profile picture. This license does not include the right to commercialize, create derivative works from, or modify the Collectibles Media. All intellectual property rights in and to the Collectibles Media and any other intellectual property rights of Doodles and/or Spin Master not expressly licensed herein are reserved by Doodles and/or Spin Master.
2. No Rights to Trademarks. Nothing in these License Terms is meant to grant you (a) any rights to any logos, trademarks, service marks, and trade dress associated with Doodles or the Doodles x Rubik’s Digital Collectibles (“Doodles Trademarks”); or (b) any rights to any logos, trademarks, service marks and trade dress associated with Spin Master or Rubik’s Cube (“Spring Master Trademarks” and together with the Doodles Trademarks, “(“Company Trademarks”)”). Unless you have our prior written approval, you may not use any Company Trademarks for any use that would require a license from us, including to register any domain names or social media accounts using any Company Trademarks or to advertise or promote any other products or services.
3. Third Party Content. We have collaborated with Spin Master to create the Doodles x Rubik’s Digital Collectibles which include artwork, images, video, content or other works of authorship, logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by Doodles (“Third Party Content”). Further, you acknowledge and agree that any breach of the restrictions set forth in these License Terms may result in your infringement of the intellectual property rights or other third-party rights in such Third Party Content for which you will be solely responsible.
4. Restrictions.

1. Prohibited Uses.

- 1. You may not use the Collectibles Media linked to your Doodles x Rubik’s Digital Collectible in connection with the creation of a new NFT (for clarity, even if such new NFT is solely for personal, non-commercial use).
- 2. Notwithstanding anything to the contrary contained herein, you may not use the Collectibles Media in any of the following ways, in all cases as determined in either Doodles’ or Spin Master’s sole discretion: (A) any way that is unlawful, fraudulent, libelous, defamatory, disparaging or harassing of any third party, including Doodles, Spin Master, or any of its employees or other representatives or that promotes any such activity; (B) any way that is abusive, racist, hateful, vulgar, cruel, illegal, obscene, pornographic, profane, threatening or otherwise objectionable, unreasonable or infringing upon any laws, regulations, rights of Doodles, Spin Master or a third party, or confidentiality obligations, or that promotes any such activity, including activities related to suicide, self-harm or dangerous organizations. You hereby acknowledge and agree that Doodles may designate another entity such as a decentralized autonomous organization (“DAO”) or committee of a DAO to make this determination in Doodles’ place, in which case Doodles will be bound by that other entity’s decision.

2. \Fractional Ownership\\\.\\ If a Doodles x Rubik’s Digital Collectible is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Doodles x Rubik’s Digital Collectible, but are only granted to those who own all fractionalized interests in a Doodles x Rubik’s Digital Collectible or as may otherwise be agreed by the owners of such fractionalized interests if each of such owners agree that (a) the owner is not a Restricted Party and (b) the owner accepts these License Terms.

1. Transfer and Sublicensing.

1. Transfer. The licenses granted in these License Terms are non-transferrable, except that if you lawfully transfer ownership of your Doodles x Rubik’s Digital Collectible, the license to the Collectibles Media in Section 3(a) to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new owner of the Doodles x Rubik’s Digital Collectible associated with such Collectibles Media. As a condition to sales, transfers or similar transactions of the Doodles x Rubik’s Digital Collectibles, the transferee agrees upon the acquisition of the Doodles x Rubik’s Digital Collectible that (a) the transferee is not a Restricted Party and (b) the transferee accepts these License Terms.
2. Sub-Licensing. If you choose to sublicense any of your licensed rights set forth in Section 3(a) above to display the Collectibles Media, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties and (ii) that if your licensed rights in Section 3 are transferred (such as because you sell your Doodles x Rubik’s Digital Collectible), then any such sublicenses you have granted in such licensed rights will automatically terminate.

1. Technical Errors and Forks.

1. Technical Errors. In the event of a technical error affecting the “smart contract” of your Doodles x Rubik’s Digital Collectible, Doodles reserves the right to issue you a new Doodles x Rubik’s Digital Collectible associated with the Collectibles Media of the originally-issued Doodles x Rubik’s Digital Collectible, in which case the license to the Collectibles Media associated with the originally-issued Doodles x Rubik’s Digital Collectible will automatically be transferred to the newly-issued Doodles x Rubik’s Digital Collectible (such that the originally-issued Doodles x Rubik’s Digital Collectible will no longer grant its owner any Collectibles Media license).
2. Forks. Because virtually all public blockchains are licensed under open-source licenses, it is possible that some parties may fork (i.e., resulting in two difference branches of the relevant blockchain network), merge, or duplicate the original blockchain that initially recorded ownership of your Doodles x Rubik’s Digital Collectible. In such case, any rights granted under these License Terms to owners of any Doodles x Rubik’s Digital Collectible will only be granted to the lawful owners of such Doodles x Rubik’s Digital Collectible whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the industry as the legitimate version of the original blockchain (as determined in our sole discretion). Only owners of Doodles x Rubik’s Digital Collectibles on said designated mainnet version of the blockchain will be eligible to participate in activities of Doodles which are tied to ownership of Doodles x Rubik’s Digital Collectibles. You acknowledge and agree that Doodles may, in its sole discretion, decide whether or not to support (or cease supporting) the Doodles x Rubik’s Digital Collectibles on either branch.

1. Disclaimers, Limitations of Liability, and Indemnification.

1. Disclaimers. YOUR ACCESS TO AND USE OF THE DOODLES X RUBIK’S DIGITAL COLLECTIBLE AND COLLECTIBLES MEDIA IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DOODLES, ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS (INCLUDING SPIN MASTER), AND EQUITYHOLDERS (THE “DOODLES 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 DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA. THE DOODLES ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA. THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY.
2. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE DOODLES ENTITIES BE LIABLE (I) 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 DOODLES X RUBIK’S DIGITAL COLLECTIBLES OR THE COLLECTIBLES MEDIA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE LICENSE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA OR THESE LICENSE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE DOODLES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE LICENSE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE DOODLES X RUBIK’S DIGITAL COLLECTIBLES AND COLLECTIBLES MEDIA. THE MAXIMUM AGGREGATE LIABILITY OF THE DOODLES ENTITIES TO YOU FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) $1,000 OR (B) THE AMOUNT YOU PAID FOR YOUR DOODLES X RUBIK’S DIGITAL COLLECTIBLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE DOODLES ENTITIES HAVE NO OBLIGATION TO SUPPORT THE RESOLUTION OF, OR RESOLVE ANY DISPUTE THAT MAY ARISE BETWEEN, THIRD PARTY DOODLES X RUBIK’S DIGITAL COLLECTIBLES OWNERS, AND SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH SUCH DISPUTES.
3. Assumption of Risk. Because Doodles x Rubik’s Digital Collectibles are NFTs, it is important that you read these below risks related to the use and ownership of NFTs and blockchain technology, and you agree that you have read and acknowledge these risks.

- 1. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value.
- 2. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the use case for an NFT, and therefore the potential utility or value of your NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your NFTs.
- 3. You are solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your Doodles x Rubik’s Digital Collectibles. Except for income taxes levied on us, you: (A) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your Doodles x Rubik’s Digital Collectibles; (B) will pay or reimburse Doodles for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (C) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees) made to us pursuant to these License Terms. Neither these License Terms nor any other communication from Doodles constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with NFTs.

4. Fundamental Elements. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE DOODLES ENTITIES AND YOU.
5. Indemnification. By entering into these License Terms and accessing or using the Doodles x Rubik’s Digital Collectibles or Collectibles Media, you agree that you shall defend, indemnify and hold the Doodles Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Doodles Entities arising out of or in connection with: (i) your violation or breach of any term of these License Terms or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of Doodles x Rubik’s Digital Collectibles or Collectibles Media; or (iv) any fraud, negligence or wilful misconduct committed by you. For these limited purposes, the Doodles Entities (other than Doodles) are third party beneficiaries of these License Terms.

1. Additional Provisions

1. Additional Features. Doodles may choose to make additional features, access, content, items or other benefits available to owners of Doodles x Rubik’s Digital Collectibles (“Additional Features”). Doodles has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Doodles x Rubik’s 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. Termination of License. If you materially breach any of the provisions of these License Terms, Doodles may terminate all of the licenses granted to you under these License Terms. Doodles will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licenses shall terminate regardless of whether such notice is actually received. Upon the termination of your licenses, you shall cease all use of the rights granted in Section 3 and shall cease all further use of the Collectibles Media, and all sublicenses you have granted in the Collectibles Media shall automatically terminate. The following sections shall survive the termination of these License Terms and shall continue in full force and effect subsequent to and notwithstanding any termination of these License Terms by Doodles or you: Sections 3(b), 3(d), 4(a), 4(b), 6(a), 6(b), 6(c), 6(d), 6(e), 7(c) and 7(d). Termination will not limit any of Doodles’ other rights or remedies at law or in equity.
3. Miscellaneous. These License Terms constitutes the entire and exclusive understanding and agreement between Doodles and you regarding the Doodles x Rubik’s Digital Collectible and Collectibles Media and supersedes and replaces any and all prior oral or written understandings or agreements between Doodles and you regarding the Doodles x Rubik’s Digital Collectible and Collectibles Media. If any provision of these License Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these License Terms and shall not affect the validity and enforceability of any remaining provisions. These License Terms and the licenses granted hereunder may be freely assigned by Doodles. Any purported assignment in violation of these License 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. Doodles reserves the right to clarify or amend these License Terms by publicly publishing a new version of them on doodles.app and updating the LAST REVISED date at the top of these License Terms, and your continued use of a Doodles x Rubik’s Digital Collectible following such update will affirm your consent to such amended License Terms.
4. Governing Law & Arbitration. You and Doodles shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these License Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties, such Dispute shall be finally settled by binding arbitration as set forth in the Service Terms. You may opt-out of such arbitration by following the opt-out process set forth in the Service Terms. These License Terms and any action related thereto will be governed by the laws of the State of Florida, without regard to its conflict of laws provisions. Any Dispute arising out of or related to these License Terms is personal to you and Doodles and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Doodles each agree that any claims under these License Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or other proceeding in which a person attempts to resolve a dispute as a representative of another person or group of persons. Unless both you and Doodles agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.