1. Definitions
“Art” means any art, design, audio, video, media of any kind, AR/VR/XR, text, access to services, access to goods, and drawings that may be associated with, through hash, link, or otherwise, with an NFT that you Own. ”NFT” means any distributed ledger-tracked, non fungible token, such as those conforming to the ERC-721 standard or similar to it. “Own”means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain or its equivalent. “Purchased NFT” means an NFT that you Own. “Third Party IP”means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, use of likeness, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
2. Ownership
The Buyer (also referred herein as “You” or “you”) acknowledge and agree that Seller (the original minter of the NFT or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in this License. Seller reserves all rights in and to the Art not expressly granted to you in this License.
3. License
a. General Use. Subject to Buyer’s continued compliance with the terms of this License,Seller (“Seller”) grants you a worldwide, non-exclusive, non-transferable, royalty- free license to use, copy, and display the Art for your Purchased NFTs solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a Platform that permits the purchase and sale of your NFTs, provided that the Platform cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
b. Commercial Use. Buyer has no license or rights to make commercial use of the Art associated with the NFT.
4. Restrictions
You agree that you may not, nor permit any third party to do or attempt to do any of the following: (i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased NFTs 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; (iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) above or solely for your own personal, noncommercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs; (vi) attempt to trademark, copyright, create derivative works, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; The restriction in this Section will survive the expiration or termination of this License. Seller reserves the rights to void your ability to sell the NFT if you are in breach of this agreement or if NFT was redeemed for goods or services.
5. Terms of License
The license granted above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. Any secondary transfer of the Purchased NFT and its related Art is prohibited and null and void unless the acquirer or Buyer as the case may be agrees to and takes subject to this License Agreement and evidence of the same is provided in writing to the Seller immediately upon transfer. This license agreement is governed by California law. Exclusive jurisdiction for any and all disputes related to or arising out of this license agreement, or breaches of the same, shall be in San Francisco County state and federal courts as applicable.
