This NFT License Agreement (the “Agreement”) is made and entered into on the date of purchase (the “Effective Date”) by and between Metavists (“Licensor”) and the NFT Buyer (“Licensee”) of the Metavists (“Permissible Work”).
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows:
As used herein and throughout this Agreement:
"Agreement" means the entire content of this document.
"Copyright Law" means the copyright law of Singapore and the international copyright law;
"Metavists NFT” shall mean and refer to Licensor’s creation of a unique digital collectible (known as NFT) that is managed entirely by the Ethereum network and the respective smart contract on that network.
"NFT" shall mean a unique and interchangeable digital asset that represents rights to an underlying unit of data stored on a digital ledger known as a blockchain.
“Smart Contract” shall mean lines of code or a transaction protocol which is intended to automatically execute, control or document basic relevant events and actions according to the terms of an agreement. The code and the agreements contained therein exist across a distributed, decentralized blockchain network.
“Permissible Work” shall mean the Metavists NFT including the underlying artwork.
- The Licensee represents and warrants that: (i) he or she is a major (usually 18 years of age in most countries) in his or her county of residence and has the legal capacity to enter into this Agreement; (ii) he or she will use and interact with the Permissible Work only for lawful purposes and in accordance with this Agreement; (iii) he or she will not use the Permissible Work to violate any law, rules, regulation, and ordinance; (iv) where the Licensee is not a major, he or she has taken the permission of his or her parents or legal guardians before entering into this Agreement.
- It is understood that 50 % of the proceeds generated from the sale of the Permissible Work shall be used for (donated to) not-for-profit purposes.
- Licensor is the sole author and creator of the Permissible Work. It has the sole right to enter into this Agreement and to grant rights related to the Permissible Work to the Licensee.
- Licensor grants non-exclusive, non-transferable, and royalty free license over the Permissible Work to the Licensee for a fixed duration of 6 months.
- Licensee shall have the non-exclusive right to do the following:
- Right to reproduce the Permissible Work to the extent such reproduction is required for making merchandise (such as T-shirts, mugs, caps, etc) based on the Permissible Work;
- Right to make digital copies of the Permissible Work to the extent that such copies are exact digital replicas of the Permissible Work and do not distort the underlying meaning or essence of the Permissible Work;
- Right to distribute the Permissible Work for non-commercial purposes such as to family and small circle of friends. A wide scale distribution of the Permissible Work for commercial purposes is expressly prohibited;
- Right to promote the Permissible Work or any other products and services using the Permissible Work;
- Right to make an adaptation or a derivative work based on the Permissible Work solely for non-commercial purposes;
- Right to publish the Permissible Work on personal social media page, blog, and other digital platforms provided due attribution or credit is given to the Licensor as the copyright owner of the Permissible Work;
- Right to produce or make merchandise (such as cups, T-shirts, photo frames, fridge magnets, etc.) based on the the Permissible Work provided the total value earned after selling the merchandise does not exceed USD 100,000;
- Right to print the Permissible Work on T-shirts, mugs, photo frames etc till the time it does not alter or distort the underlying meaning or message of the Permissible Work;
- Right to edit or modify the Permissible Work provided such editing or modification does not distort the underlying meaning or essence of the Permissible Work;
- Right to share or publicize the Permissible Work on personal social media pages, on blogs, websites, and the like.
4.RIGHTS OF THE LICENSOR
- Licensee acknowledges and agrees that the license granted herein is non-exclusive and that the Licensor may license the right to use the Permissible Work to others.
- Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Permissible Work without the consent of the Licensee.
5.DUTIES OF THE LICENSEE
- Licensee acknowledges and agrees that the Permissible Work is licensed and not sold.
- Notwithstanding anything else contained in this Agreement, Licensee shall not, nor permit any third party to do or attempt to do any of the following without the prior authorization of the Licensor: (i) modify the Permissible Work; (ii) use the Permissible Work to advertise, market, or sell any product or service; (iii) use the Permissible Work in connection with any media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on either the Licensee or on the Permissible Work; (iv) use the Permissible Work in any other form of media, except solely for the Licensee’s own personal and non-commercial use for as long as they have the license over the Permissible Work; (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 Permissible Work; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Permissible Work; or (vii) otherwise utilize the Permissible Work for the Licensee’s or for any third party’s commercial benefit.
- Licensee agrees not to use the Permissible Work in such a way that it is malicious, harmful, offensive, or obscene in nature.
- Licensee shall not use the Permissible Work in connection with the following:
- sale or promotion of alcohol;
- sale or promotion of tobacco;
- sale or promotion of drugs;
- sale or promotion of obscene, pornographic activities or content;
- sale or promotion of gambling activities;
- hate speech and criminal activities;
- Licensee shall not commit any criminal offence while using the Permissible Work in accordance with the terms of this Agreement.
- The Licensee cannot resell the Permissible Work to a third party without our consent. A breach of this clause will be considered as a material breach of the Agreement.
- Licensee agrees to give credit to the Licensor whenever they use the Permissible Work for any purposes (whether commercial or non-commercial).
- Licensee agrees not to edit or distort the Permissible Work in such a way that it impacts the underlying meaning or essence of the Permissible Work.
8.RESERVATION OF RIGHTS
All rights in and to the Permissible Work that is not expressly provided for in this Agreement are hereby reserved by the Licensor.
The rights and obligations under this Agreement will inure to the benefit and be binding upon the successors and assigns of the Licensor and the Licensee.
Licensor warrants and represents that Licensor is not a party to, or will not be a party to, any assignment, agreement or other contract in conflict with this Agreement.
11.RISK ASSUMPTION AND UNDERTAKING
Licensee accepts and acknowledges the following risks:
- Licensee is solely responsible for determining the taxes applicable to it with respect to the purchase, sale, or transfer of the Permissible Work.
- Licensee accepts that there are inherent risks associated with using an Internet based digital asset. The Licensor will not be held responsible for any communication failures, disruptions, errors, distortions or delays that the Licensee may experience as a result of buying, selling, using, and transferring the Permissible Work.
- Digital assets, including NFTs and the Permissible Work are subject to developing laws and regulations throughout the world.
- The Licensor may rely on third-party platforms related to transactions involving the Permissible Work. The Licensor will not be held responsible for these third-party platforms.
The contents of this document constitute the entire agreement between Licensor and Licensee and supersedes any prior or contemporaneous understandings, whether written or oral.
Headings of this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
14.LIMITATION OF LIABILITY
- Under no circumstance shall the Licensor or any of its officers, directors and employees, be liable to the Licensee for anything arising out of or in any way connected with the Licensee's use of the Permissible Work, whether such liability is under contract, tort or otherwise.
- Under no circumstance shall the Licensor including its officers, directors and employees be liable for any indirect, consequential or special liability arising out of or in any way related to the Licensee's use of the Permissible Work.
Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by the Licensee, or any of its authorized sublicenses, of the Permissible Work, whether or not such use conforms to standards set by the Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of the Licensor.
The Permissible Work is provided to you on a 'as is' basis without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. The Permissible Work may contain elements that require additional clearance if it is modified or used in a particular context. If the Licensee makes such modification or uses the Permissible Work in such context, the Licensee is solely responsible for obtaining any additional clearances thereby required.
- The Licensor may transfer its rights and obligations under this Agreement to any company, firm or person at any time provided it does not materially affect the rights of the Licensee.
- The Licensee may not transfer its rights or obligations under this Agreement to anyone else.
This contract is governed by the laws of Singapore.
- The parties to this Agreement agree that they will attempt to settle any dispute, claim or controversy arising out of this Agreement through good faith negotiations in the spirit of mutual cooperation between all the concerned parties.
- Any dispute, claim or controversy that cannot be resolved by the parties through good faith negotiations within thirty (30) days of the notification to the other party of the commencement of the dispute resolution procedures will upon the written request of any party hereto, be resolved by binding arbitration conducted in accordance with the rules of the Singapore International Arbitration Centre (SIAC) by a sole arbitrator. Such arbitrator shall be mutually agreeable to the parties to this Agreement. If the parties cannot mutually agree upon the selection of an arbitrator, the arbitrator shall be selected in accordance with the effective rules of the Singapore International Arbitration Centre (SIAC).
- Nothing contained in this Agreement shall prevent any party hereto from resorting to judicial process if injunctive or other equitable relief from a court is necessary to prevent injury to such party. The use of arbitration procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of any party hereto to assert any claim or defence.
If any provision of this Agreement is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this License Agreement unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
21.VARIATION OF AGREEMENT
We may reserve the right, at our sole discretion, to modify or replace this Agreement at any time. It is your responsibility to keep yourself updated about recent changes.
If there is a delay on our part in exercising our rights under this fAgreement such delay will not constitute a waiver of that right or any other rights under this Agreement.
23.TERMINATION OF AGREEMENT
The Licensor may suspend or terminate this Agreement if it has reason to believe that the Licensee has breached the material terms of this Agreement or if the Licensee has contravened any laws, rules, and regulations.
Please contact us on email@example.com if you have any questions or concerns related to this Agreement.