NFT RIGHTS OWNERSHIP

As used herein and throughout this Agreement:

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1.1 “Agreement” means the entire content of this document. 

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1.2 “Crypto Love Drops” collection shall mean and refer to Licensor’s creation of a unique digital collectible, also known as a NFT, that is managed entirely by the Ethereum network and the respective smart contract on that network.

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1.3 “NFT” shall mean any blockchain-tracked, non-fungible token, also referred to as a ‘token’.

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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” (“Work”) shall mean the visual, literary, dramatic, artistic, and subject-matter works and content tied to the Crypto Love Drop 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 agrees to have the sole and exclusive right to enter into this Agreement and the full warrant and authority to grant the rights granted hereby.

2.2 Non-Exclusive. 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.

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2.3 Scope. 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 use and purposes. The Licensee may sell and distribute the NFT in its original form only (NFT). This license excludes the right to reproduce the Work offline or online. 

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2.4 Assignment. 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 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.

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2.5 Accordance. Licensee desires to obtain, and Licensor has agreed to transfer to and authorize the personal, non-commercial 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.

Licensee agrees not to use the Permissible Work to commit any criminal offense, 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. Licensee agrees that any and all promotional material that includes the Permissible Work shall be dignified and in keeping with the Licensor’s reputation as a respected professional.

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Licensee is prohibited from reproducing the Work in any form (digital or tangible), distributing copies of the Work, licensing the work, or making works that derive from the original Work. The Licensee may display the work publicly, for personal non-commercial purposes. Licensee agrees that the sole monetization opportunity or fiscal interest in purchasing the Work will be the direct re-sale of the original NFT which the Licensee purchased. Licensee acknowledges that the Artist retains full, exclusive copyright to the Work. Licensee agrees he/she is not entitled to any revenue the Artist may earn as a result of the Artist’s continued exploitation of the Work (e.g. Artist’s use of the Work in licensing deals, product sales, public displays, derivative works, digital copies, etc.)

In the event that Licensor creates trademark, service mark or trade dress rights in connection with the Permissible Work, Licensor shall have an exclusive and irrevocable right in such trademark, service mark, or trade dress. The Licensee hereby assigns and transfers to Licensor all trademark, service mark and trade dress rights created by any uses of the Permissible Work. Licensee agrees not to attempt to obtain rights or assert rights in the Permissible Works’ copyright or trademark, service mark and trade dress, nor challenge Licensor’s rights in the Permissible Work or assist others to obtain rights.

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Licensee acknowledges and agrees that Licensor retains full, exclusive copyright to the Work and agrees not to challenge or undermine the Licensor’s intellectual property rights. Purchase or sale of the Work does not include purchase or sale of the copyright or trademark for the Work, which remains with the Licensor.

5.1 Definition. 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.

5.2 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.

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.

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.

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.

11.1 If there is a disagreement between the Licensor and the Licensee on the interpretation of this agreement or any aspect of the performance by either party of its obligations under this agreement, representatives of the parties will, within 10 days of receipt of a written request from either party to the other, meet in good faith and try to resolve the disagreement without recourse to legal proceedings.

11.2 If resolution does not occur within 7 days after meeting, the Licensor may appoint a mediator or independent expert to reach resolution.

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11.3 Nothing in this clause restricts either party’s freedom to seek urgent relief to preserve a legal right or remedy, or to protect proprietary or trade secret rights.

This Agreement shall be governed in all respects by the laws of the United States of America and the laws of the state of Minnesota. Licensor and Licensee consent to jurisdiction under the state and federal courts within the state of Minnesota.