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NFT License

February 1, 2022

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Dear [Business Name] NFT Holder:

The following NFT License ("License") is a legal agreement between you (the “Holder”) and [Business Name] (“we”, “us”, "our") and sets forth the rights and obligations with respect to any Content.

We’ve aimed to keep this License as readable as possible, but in some cases for legal reasons, some of the language is necessarily "legalese". By using the Content, you acknowledge and agree to the terms herein.

Definitions.
"Content" means all art, design, drawings, graphics, photographs, and the like, associated with the underlying [Business Name] NFT that Holder owns.  

"Holder" means, with respect to a [Business Name] NFT, an individual that has purchased or otherwise rightfully acquired from a legitimate source a [Business Name] NFT, where proof of such purchase is recorded on the relevant blockchain.

"NFT" means an identifiable, non-fungible, non-replicable, and transferrable cryptographic asset recorded on the blockchain.

"[Business Name] NFT" shall refer to [Business Name]’s non-fungible tokens, which comprise of [Business Name]’s Content and the underlying NFT.

“Smart Contract” refers to the transaction protocol governing the minting and the transfer of NFTs on the blockchain.

1. Ownership. When you purchase a [Business Name] NFT, what you actually purchase is the underling NFT. You do not own the Content that is associated with the [Business Name] NFT. You only own the NFT. [BusinessName] owns all legal right, title and interest in and to the Content. The rights that you have in and to the Content are limited to those described in this License. [Business Name] reserves all rights in and to the Content not expressly granted to you in this License.

2. License.
2.1 Grant. Subject to your compliance with this License, [Business Name] grants you for the Term a non-exclusive, non-transferable, non-sublicensable, royalty free right to use, sell, copy, and display Content solely for the [Business Name] Holder’s personal, commercial use to incorporate into merchandise intended for sale or promotional distribution (collectively "Merchandise"), provided that such Merchandise incorporates material creative or functional elements apart from the Content, and provided that no Content use results in you earning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year.

2.2 Restrictions. You may not: (a) Use any Content in a way that a reasonable person would find offensive, including but not limited to, in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal; (b) Use Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition; (c) Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof; (d) Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content; (e) Use any extensions or overlays that modify the Content or use such extensions or overlays if it cannot be removed at any time without affecting the underlying Content; (f) Use, sell or display the [Business Name] NFT on a marketplace, third party website, application, or the like (collectively, “Platforms”), that (i) does not cryptographically verify each NFT holder’s rights to use, sell or display the content associated with their NFT, and (ii) does not remove the content associated with the NFT once the holder leaves such Platform.

2.3 Contact. If this License does not grant the rights you require, please contact us. Email: [INSERT]

3. Term & Termination.
3.1 Term. The license in Section 2.1 applies only to the extent that you continue to own the applicable [Business Name] NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your [Business Name] NFT for any reason, the license granted in Section 2.1 will immediately expire with respect to that [Business Name] NFT without the requirement of notice, and you will have no further rights in or to the Content of that [Business Name] NFT.

3.2 Termination. If you exceed the scope of the license grant in Section 2.1, without entering into a broader license agreement with us or obtaining an exemption from us, which we may withhold in our sole and absolute discretion, you acknowledge and agree that: (a) you are in breach of this License; (b) in addition to any remedies that may be available to us at law or in equity, we may immediately terminate the License that was granted to you in Section 2.1, without requirement of notice; and (c) you will be responsible to reimburse us for any costs and expenses incurred by us during the course of enforcing this License against you.  

4. Infringement by Third Parties. You shall notify us as soon as practicable of any intellectual property infringement of the Content by any person or entity. You also agree to cooperate with us in any investigation and prosecution of same. Whenever you notify us of intellectual property infringement of the Content by any person or entity, we, in our sole discretion, shall determine: (a) whether your report of infringement is accurate, and (b) whether to take action, including, without limitation, sending a takedown notice, a cease-and-desist letter, negotiating a settlement, or filing litigation against an alleged infringer.

5. Representations and Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT WE ARE LICENSING THE LICENSED CONTENT ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.

6. Disclaimer. YOU ACCEPT AND ACKNOWLEDGE THAT [BUSINESS NAME] NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE [ETHEREUM] NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

7. No Waivers. Our failure to enforce any of our rights hereunder will not constitute a waiver of our right to make such enforcement in the future.

If you have any questions regarding this License, please contact us as [EMAIL].

This NFT license was created by Project Libby.