Let’s Build Rogue Stuff Together!
Welcome to the World of Rogues!
These Rogues Digital Collectible License Terms and Conditions (“Terms”) explain the rights granted to you, the lawful owner of a Rogues Digital Collectible, with respect to the unique artwork (“Art”) linked to your token.
A Rogues Digital Collectible refers to any branded or themed non-fungible token or digital collectible created, issued, or authorized by Rogues NFT Ltd. (the Creator, we, our, or us), including, without limitation, the Rogues collection and the Caroots collection (each, a Collection). These Terms are designed to ensure clarity, consistency, and brand alignment across all communications, experiences, and projects involving the Rogues brand, including the Rogues and Caroots Collections. By purchasing or acquiring a Rogues Digital Collectible, you agree to these Terms.
I. IP License
When you own a Rogues Digital Collectible, we give you important rights to use the art associated with your Rogues Digital Collectible — both personally and commercially — under certain conditions.
1.1. What’s “Rogues Digital Collectibles”
Rogues Digital Collectibles are digital collectibles (including any Collection) verified through blockchain technology. When you lawfully acquire a Rogues Digital Collectible, you own the token (verifiable through a unique token ID), and are granted rights to use the Art associated with that token.
1.2. “Art” includes
- Rogues IP Pack;
- Rogues Community Toolbox.
Each is made available to lawful owners of Rogues Digital Collectibles and governed by these Terms.
1.3. Collections
Collection means any digital collectible collection created, issued, or authorized by the Creator, including Rogues and Caroots.
1.4. Creator Trademarks
Creator Trademarks means any and all names, logos, trademarks, service marks, wordmarks, and trade dress associated with the Creator or any Collection, including Rogues and Caroots.
II. Art For Personal and Commercial Use
You can use your Rogues Digital Collectible for personal fun and business, but you must follow our rules. Don’t use it for anything offensive or illegal.
2.1. Personal Use
You may use the Art for personal, non-commercial purposes (e.g., avatars, prints, social media).
2.2. Commercial Use
You may use the Art for commercial purposes (e.g., merch, media, services) provided you follow the Usage Standards (see Section III).
2.3. Multiple Rogues Digital Collectible Use
If you want to bundle the Art associated with more than one Rogues Digital Collectible (whether from the same Collection or different Collections) in a single work for commercial use, including but not limited to a comic book or movie featuring multiple Rogues Digital Collectibles, you must apply [brand.roguesnft.com/ip] for written approval before doing so.
III. Usage Standards
Keep it clean and community-friendly. No hate, violence, alcohol, drugs, or politics.
3.1. Must be suitable for all audiences
All use of the Art must be suitable for all audiences. Prohibited uses include:
- Hate speech or violence;
- Drug or alcohol promotion;
- Sexual or explicit content;
- Political or religious ideologies; and
- Gambling or anything deceptive.
3.2. Rogues IP Pack
When you hold a Rogues Digital Collectible, you get access to an ever-expanding set of IP, not just a single image. This includes the right to use visual assets we publish that are associated with the Creator or any Collection, including assets created for Rogues or Caroots, such as memes, GIFs, illustrations, prints, and other official media released over time. These assets are designed to enhance the storytelling and creative expression surrounding your Rogues Digital Collectible.
Access and use are limited to assets we explicitly designate as part of the IP Pack (or otherwise made available to holders) through our official channels.
3.3. Trademarks
The Creator Trademarks are our flag, a symbol of identity, unity, and purpose. While this license gives you rights to use the Art tied to your specific Rogues Digital Collectible, it does not grant rights to use any Creator Trademarks. Those remain with us to protect the values and reputation our community stands for.
3.4. Rogues Community Toolbox
Our community is one of the core pillars of the Creator and each Collection. To support creative expression and aligned brand building, we may make available a Community Toolbox, a curated set of visual assets that may include Collection wordmarks (including Rogues and Caroots), community seals, typefaces, and color palettes (the “Toolbox Assets”). Access to Toolbox Assets is exclusive to Rogues Digital Collectible holders and is intended to help you build meaningful personal or commercial projects, provided all use aligns with the Usage Standards outlined above and any published brand guidelines. Any permission to use Toolbox Assets is limited, non-exclusive, revocable, and does not grant ownership of any Creator Trademarks.
Use of any wordmarks, logos, or other Creator Trademarks from the Toolbox is permitted only as provided in the Toolbox guidelines and may be withdrawn at any time.
IV. Rights to Use the Art
You may reproduce, display, and even make derivative works—within limits.
4.1. Ownership of the Token and Associated Rights
When you lawfully acquire a Rogues Digital Collectible, you own the actual token of the Rogues Digital Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Rogues Digital Collectible). Owning your Rogues Digital Collectible also gives you important rights in the Art for your Rogues 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.
4.2. License for Personal Use
Subject to your compliance with these Terms, for as long as you lawfully own a Rogues Digital Collectible, we grant you a non-exclusive, worldwide, royalty-free, license to use, reproduce, display, modify, and create derivative works of the Art for your Rogues 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.
4.3. What Qualifies as Commercial Use
“Commercial Use” means any lawful activity intended to generate revenue, including but not limited to the sale or transfer of items (including digital collectibles) on any marketplace, the creation and sale of merchandise, or the development of comic books, video games, or other media that display the Art.
4.4. License for Commercial Use
Subject to your continued compliance with these Terms, and for as long as you lawfully own a Rogues Digital Collectible, we grant you a non-exclusive, worldwide, royalty-free license to use, copy, reproduce, and display the Art associated with your Rogues Digital Collectible for Commercial Use – provided that you do not include the Art for more than one Rogues Digital Collectible in a single work unless otherwise approved as described below.
4.5. Commercial Use with Multiple Collectibles
If you own multiple Rogues Digital Collectibles and wish to incorporate Art from more than one Rogues Digital Collectible (whether from the same Collection or different Collections) into the same Commercial Use project, you must complete and submit a Digital Collectible Commercial License Application (“Application”) through [brand.roguesnft.com/ip] or any other official channel we may designate. The Creator will review your Application and, at its sole discretion, determine whether your proposed use aligns with the Rogues brand and any applicable brand guidelines we publish for the Rogues or Caroots Collections. We reserve the right to approve or reject any Application.
4.6. Approval for Derivative Works
This license includes the right to create and distribute derivative works of the Art for Commercial Use, provided that such derivative works are submitted through [brand.roguesnft.com/ip] to and receive prior written approval from the Creator. We reserve the right to approve or reject any Application.
4.7. Restriction on Minting New NFTs
This license does NOT allow you to mint and create new NFT projects based on the Art of your Rogues Digital Collectible that you lawfully own. Under no circumstances may you use or display any Creator Trademarks, or any confusingly similar trademarks, in or to promote such new NFT projects.
V. Sublicensing
You can sublicense, but only with approval through our platform: [brand.roguesnft.com/ip].
5.1. Conditions for Sublicensing
You may sublicense the rights granted herein to third parties solely for Commercial Use purposes only if:
- you submit a detailed request via [brand.roguesnft.com/ip];
- you include a description of the project, all sublicensees, and the intended use of the Art;
- You receive express written approval from the Creator prior to any such sublicense being executed.
5.2. Prohibition of Unauthorized Sublicensing
No sublicensing is permitted outside of this process. Violation constitutes a material breach.
VI. Financial Threshold For Commercial Use
If you (or your partners) make over $200,000/year using the Art, you must notify us and apply for a broader license.
6.1. Requirement to Notify and Apply for Broader License
If your total gross revenue, or that of your sublicensees, from Commercial Use of the Art associated with your Rogues Digital Collectible exceeds $200,000 in any 12-month period:
- You must notify the Creator within 30 days; and
- You must request a broader license through [brand.roguesnft.com/ip].
6.1.1. Gross revenue includes all revenue—direct or indirect—attributed to the Art (e.g., merch, ads, platform revenue, licensing, etc.).
VII. Transfer
Licenses are tied to ownership. Sell or transfer your Rogues Digital Collectible, and your rights go with it. No fractions, no exceptions.
7.1. License Termination Upon Transfer
The licenses granted in these Terms are non-transferable. If you sell, transfer or otherwise dispose of your Rogues 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 Rogues Digital Collectibles, the transferee agrees that by purchasing, accepting, or otherwise acquiring the Rogues Digital Collectible, they hereby accept these Terms. You may not transfer a Rogues 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. No IP rights are granted to any holders of fractionalized interests in a Rogues Digital Collectible, regardless of whether they collectively or individually hold 100% (one hundred percent) of the fractions. The rights licensed hereunder are only granted to those who own an entire, indivisible Rogues Digital Collectible.
7.1.1. For legal clarity, any buyer or recipient of a Rogues Digital Collectible is automatically deemed to have read, understood, and agreed to these Terms, which are permanently linked in the NFT’s metadata.
7.1.2. Continued Use of Preexisting Works
If you created a derivative work featuring the Art while you lawfully held the corresponding Rogues Digital Collectible, you may continue to use, display, and distribute that work after transfer of ownership, provided that:
- The work was completed and made public before the transfer, and
- You do not make any new or modified versions of the work after transfer, and
- You include clear attribution that the work was created while you were the lawful holder of the Rogues Digital Collectible, and
- You are not using any Creator Trademarks unless expressly authorized (see Section 8).
This right is non-transferable, non-sublicensable, and limited strictly to the original work created during ownership. It is contingent upon your continued compliance with these Terms and may be revoked at any time for breach.
7.2. Migrations and Bridging
If we offer migration or bridging for a Rogues Digital Collectible to another blockchain (a “New Rogues Digital Collectible”) and you accept this offer, then the licenses associated with that Rogues Digital Collectible will remain in effect and will be associated with the New Rogues Digital Collectible. If you do not accept the migration or bridging offer, then your license to the Art remains in effect.
VIII. Trademarks
You may use your Rogues Digital Collectible, but not our name or brand. Trademarks like the “Rogues” logo remain protected.
8.1. Restrictions on Trademark Use
Nothing in these Terms grants you any rights to the Creator Trademarks for any use (whether personal or otherwise), and you may not use the Creator Trademarks or any confusingly similar variation thereof for any purpose. This restriction includes any Creator Trademarks that may be displayed or contained in any Art for your Rogues Digital Collectible, and you will need to modify the Art to remove or obfuscate such Creator Trademarks before making any use of such Art. You may not create trait-based subgroups or derivative projects using Creator Trademarks without prior written authorization. Such authorization must be formally requested through [brand.roguesnft.com/ip].
For clarity, limited use of certain Creator Trademarks may be permitted solely through the Community Toolbox as described in Section 3.4 and any Toolbox guidelines.
8.2. 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 Creator Trademarks 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 Rogues Digital Collectible or Art.
IX. Disclaimers, Liability & Indemnity
We make no promises about future value. By using your Rogues Digital Collectible, you accept all risks and agree not to blame us for losses.
9.1. Disclaimers
The value of Rogues 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 Rogues Digital Collectibles 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 Rogues Digital Collectibles and Art. The Creator Entities make no warranty or representation and disclaim all responsibility and liability for:
- the completeness, accuracy, availability, timeliness, originality, security or reliability of Rogues Digital Collectibles and Art;
- the operation or compatibility with any other application or any particular system, device, blockchain, digital wallet, hardware or marketplace;
- whether the Rogues Digital Collectibles and Art will meet your requirements or be available on an uninterrupted, secure or error-free basis; and
- the deletion of, or the failure to store or transmit the Rogues Digital Collectibles and Art.
9.1.1. The Rogues Digital Collectibles are intended for consumer enjoyment, use and consumption only.
9.2. Limitation of Liability
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 Rogues Digital Collectibles), however caused and under any theory of liability, whether under these Terms or otherwise arising in any way in connection with the Rogues Digital Collectibles 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 Rogues 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 Rogues Digital Collectibles or Art, whether in contract, tort (including negligence) or otherwise, shall be the lesser of (i) US$ 1,000.00 (one thousand dollars) or (ii) the amount you paid for your Rogues Digital Collectible.
9.3. Indemnification
By entering into these Terms and accessing or using the Rogues 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 Rogues Digital Collectible or Art; (iv) any digital collectible Art derivatives you create, or (v) any fraud, negligence or willful misconduct committed by you.
X. Termination
Break the rules, lose the rights. Licenses end if you misuse the Art or violate these Terms.
10.1. Termination of License
If you materially breach any of the provisions of these Terms, 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.
10.2. 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 Rogues Digital Collectible or Art after these Terms have been updated will be deemed your acceptance of the modified Terms.
XI. Governing Law & Arbitration
Legal matters are governed by New York law. Any serious disputes? We’ll handle them through arbitration in São Paulo.
11.1. Governing Law
These Terms are governed by the laws of the State of New York, United States of America.
11.2. Dispute Resolution
Any dispute, controversy, or claim among, between, or involving any of the parties to these Terms, including (but not limited) with respect to the negotiation, formation, applicability, existence, validity, execution, performance, breach, enforceability, or termination thereof, or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, that cannot be resolved amicably by the parties subject to the dispute, controversy, or claim, shall be submitted to and finally settled exclusively by binding arbitration. The arbitration shall be administered by the International Court of Arbitration of the International Chamber of Commerce (“ICC”), in accordance with its Arbitration Rules (the “ICC Rules”).
11.2.1. The number of arbitrators shall be three, appointed in accordance with the ICC Rules; provided, however, that if the dispute, controversy, or claim involves an amount of less than US$ 1,000,000.00 (one million American dollars), only one arbitrator shall be appointed in accordance with the ICC Rules, and the Expedited Procedure Rules of the ICC Rules shall apply to the proceedings. The merits of the arbitration shall be decided based on the laws of State of New York and the arbitrators shall not decide as amiable compositeurs or ex aequo et bono.
11.2.2. The place and seat of the arbitration shall be the city of São Paulo, State of São Paulo, Brazil, where the arbitral award shall be rendered, and the language of the arbitration shall be English.
For all license requests or inquiries, visit [brand.roguesnft.com/ip], our official IP licensing gateway.