THIS AGREEMENT (the “Agreement”) is made and entered into effective as of the date of purchase (the “Effective Date”), by and between Non Fungible Labs Ltd, (hereinafter known as the “Licensor”) and the NFT Buyer (hereinafter known as the “Licensee”) of the copyrightable permissible work (“Permissible Work”).
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements 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:
1.1 “Agreement” means the entire content of this document.
1.2 “FLUF” shall mean and refer to Licensor’s creation of a unique digital collectible, also known as a NFT, that is managed by the Ethereum network and the respective smart contract on that network.
1.3 “NFT” shall mean any blockchain-tracked, non-fungible token, also referred to as a ‘token.’
1.4 “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.
1.5 “Permissible Work” shall mean the visual, literary, dramatic, artistic, and subject-matter works and content tied to the FLUF NFT.
2.1 Ownership Rights
Licensor represents to be the sole author and creator of the Permissible Work and that the Permissible Work is an original work. Licensor has the sole and exclusive right to enter into this Agreement and the full warrant and authority to grant the rights granted hereby.
Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Permissible Work. 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 Licensee.
Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive license to use the Permissible Work in the course of personal and commercial use and purposes. The license covers the non-exclusive right to reproduce, sell and distribute the Permissible Work, including reprints, translations, photographic reproductions, microform, electronic form (offline, online) or any other reproductions of similar nature in accordance with the terms of this Agreement.
This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, except to a new purchaser of all or substantially all of the Permissible Work licensed to the Licensee. Any other attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void.
Licensee desires to obtain, and Licensor has agreed to transfer to and authorize the use of the Permissible Work by Licensee in accordance with the terms and conditions of this Agreement. Licensee’s purchase and use of the Permissible Work, in whole or in part, indicates their assent to the terms and conditions of this Agreement; and acknowledgement to have read and be legally bound by the terms of this Agreement.
3. PERMITTED USES
Licensee agrees not to use the Permissible Work to commit any criminal offence, nor to distribute any malicious, harmful, offensive or obscene material. You shall indemnify, defend (at Licensor’s request) and hold harmless Licensor, its affiliates and its respective employees, and contractors, from and against any and all claims, losses, liabilities, damages, expenses and costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this section.
Burning a NFT shall mean to purposefully take that token out of circulation, often by sending it to a cryptocurrency wallet to which no-one has access. It is not possible to delete the token ID underlying the NFT from the blockchain.
4.2 Grants and Limitations
Once the Permissible Work has been transferred to another, the former Licensee will not be able to, including but not limited to, burn, copy, or redistribute the token in that the former Licensee shall no longer be the permitted holder of the license herein. If the Licensee burns the token(s) but is effectively still the holder of the license herein, the Licensee may re-mint the burned token so long as a mint function is allowable.
The rights and obligations under this Assignment will inure to the benefit and be binding upon any of Licensee’s successors and assignees, as well as Licensor’s.
6. NO CONFLICT
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 Assignment.
7. ENTIRE AGREEMENT
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 to this Assignment are for convenience only and shall not be construed to limit or otherwise affect the terms of this Assignment.
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 Licensee, or any of its authorized sublicenses, of the Permissible Work, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
10. JURISDICTION & GOVERNING LAW
This Agreement shall be governed in all respects by the laws of New Zealand.