1. DEFINITIONS
“ART” MEANS ANY DIGITAL CREATION, ART, DESIGN AND DRAWINGS CREATED BY ITS AUTHOR AND FIRST RELEASED TO THE PUBLIC BY THE CREATOR, WHICH MAY BE ASSOCIATED WITH AN NFT WHICH MAY BE TRANSFERRED OR LICENSED TO AN OWNER (SUBJECT TO THE LIMITATIONS SET FORTH HEREIN).
“NFT” MEANS ANY NON-FUNGIBLE TOKEN TRACKED BY BLOCKCHAIN ISSUED AND TRADEABLE ON A BLOCKCHAIN.
“CREATOR” MEANS THE ENTITY THAT RELEASED THE ACQUIRED NFT AND RELATED ART TO THE PUBLIC, ON BEHALF OF ITS AUTHOR, AND/OR ACQUIRED THOSE RIGHTS AND INTERESTS, THAT IS, FERAZ INC.
“EFFECTIVE DATE” MEANS THE DATE ON WHICH THIS AGREEMENT BECOMES ATTACHED TO THE NFT FOR THE FIRST TIME IT IS LAUNCHED AND PURCHASED, OR LATER ACQUIRED, BY THE OWNER, AND THIS AGREEMENT SHALL BE DEEMED TO COME INTO EFFECTIVE ON THAT DATE.
“OWNER” MEANS THE CURRENT OWNER OF THE NFT. IN THE EVENT OF TRANSFER OF OWNERSHIP, INCLUDING VIA RESALE, THE RECIPIENT BECOMES THE SOLE OWNER OF THE NFT PURCHASED. THERE MAY BE SEVERAL DIFFERENT OWNERS OF EACH NFT OVER TIME, BUT ONLY ONE OWNER AT A TIME. OWNER SHALL INCLUDE THE PRINCIPAL OWNER AND ALL SUBSEQUENT OWNERS.
“OWNED” MEANS, WITH RESPECT TO AN NFT, AN NFT THAT SOMEONE HAS PURCHASED OR OTHERWISE LEGALLY ACQUIRED FROM A LEGITIMATE SOURCE, WHERE PROOF OF SUCH PURCHASE IS REGISTERED ON THE RELEVANT BLOCKCHAIN, THEREFORE BECOMING THE OWNER OF THE PURCHASED NFT .
“PRINCIPAL ASSIGNMENT” MEANS THE FIRST ASSIGNMENT BY THE CREATOR OF THESE CERTAIN RIGHTS, TITLE AND INTEREST IN THE ART TO THE PRIMARY OWNER AS DETAILED IN ARTICLE 3 OF THE AGREEMENT, AS DEFINED BELOW.
“PRINCIPAL OWNER” MEANS THE INDIVIDUAL OR ENTITY QUALIFIED AS AN OWNER ON THE EFFECTIVE DATE AND PARTY TO THE PRINCIPAL ASSIGNMENT.
“PURCHASED NFT” MEANS AN NFT THAT SOMEONE HAS PURCHASED OR ACQUIRED IN ANY WAY AND THEREFORE OWNS IT.
“RESALE” MEANS THE SALE BY THE OWNER OF THE ACQUIRED NFT AND THE RIGHTS IN THE ART TO A SUBSEQUENT PURCHASER, WHO SHALL BE THE OWNER OF THE ACQUIRED NFT AND THE RIGHTS IN THE ART (TO THE EXTENT THAT THE RIGHTS IN THE ART WERE TRANSFERABLE UPON SALE ) UPON YOUR ACTUAL PURCHASE AND, THUS, YOU WILL BECOME ITS NEW OWNER.
“SECONDARY ASSIGNMENT” MEANS, IN THE EVENT OF RESALE, ANY AND ALL ASSIGNMENTS BY THE OWNER OF ALL HIS RIGHTS, TITLE AND INTEREST IN INTELLECTUAL PROPERTY RIGHTS IN THE ART (TO THE EXTENT ACTUALLY ATTRIBUTABLE) TO THE SUBSEQUENT PURCHASER OF THE ACQUIRED NFT.
2. PURPOSE
THIS OWNERSHIP ASSIGNMENT AGREEMENT IS PURPOSED TO REGULATE THE TERMS AND CONDITIONS OF THE ASSIGNMENT OF RIGHTS, TITLE AND INTEREST IN INTELLECTUAL PROPERTY RIGHTS IN THE ART TO WHICH THIS AGREEMENT IS ATTACHED (HEREINAFTER THE ” AGREEMENT “).
THE AGREEMENT SHALL GOVERN THE PRIMARY ASSIGNMENT UNDER WHICH THE CREATOR ASSIGNED TO THE PRIMARY OWNER CERTAIN INTELLECTUAL PROPERTY RIGHTS IN THE ART AND ALL SECONDARY ASSIGNMENTS BETWEEN THE OWNER AND SUBSEQUENT PURCHASERS OF THE ACQUIRED NFT, WHEN APPLICABLE.
THE AGREEMENT WILL BE EFFECTIVE AS OF THE EFFECTIVE DATE AND WILL REMAIN IN EFFECT AS LONG AS IT IS STILL ATTACHED TO THE NFT PURCHASED. BY PURCHASING THE PURCHASED NFT AND RELATED ART, IN ANY MANNER, THE OWNER ACKNOWLEDGES HAVING READ THE CONTENT OF THIS AGREEMENT AND AGREE TO COMPLY WITH ITS TERMS AND CONDITIONS SET FORTH HEREIN.
THIS AGREEMENT SHALL APPLY TO THE PRIMARY ASSIGNMENT AND ALL SECONDARY ASSIGNMENTS TO THE EXTENT NO OTHER WRITTEN AGREEMENT HAS BEEN CONCLUDED BETWEEN THE PARTIES TO SUCH ASSIGNMENT. IN THE EVENT OF CONTRADICTION BETWEEN A SPECIFIC CONTRACT AND A GENERAL CONTRACT, THE PROVISIONS OF THE SPECIFIC CONTRACT SHALL PREVAIL.
IN CREATING THIS AGREEMENT, WE ACKNOWLEDGE THAT THE WAY PEOPLE CREATE, USE, AND MONETIZE THEIR NFTS IS EVOLVING AND CHANGING. WE DEVELOPED THIS AGREEMENT SEEKING TO PROTECT THE HARD WORK AND CREATIVITY OF CREATORS, ON THE ONE HAND, WHILE GIVING OWNERS THE FREEDOM AND FLEXIBILITY TO FULLY ENJOY THEIR NFTS FERAZ AND RELATED ART. WE ARE OPEN TO FEEDBACK FROM OUR COMMUNITY ABOUT THIS AGREEMENT AND MAY REVIEW IT AND POST AMENDED VERSIONS FROM TIME TO TIME.
3. SHARING AND PROMOTING YOUR FERAZ PROJECTS
AS A COMPANY, WE THRIVE WHEN OUR COMMUNITY THRIVES. WE WANT TO HEAR ABOUT YOU AND YOUR FERAZ! PLEASE SEND US ANY IMAGES, ARTWORK, SCREENSHOTS, ETC. OF YOU AND YOUR FRIENDS AND FAMILY WITH YOUR FERAZ. WE ALSO WANT TO KNOW ABOUT AND CONSIDER PROMOTING YOUR FERAZ NFT PROJECTS WHERE APPROPRIATE, REGARDLESS OF WHETHER SUCH PROJECTS ARE FOR YOUR PERSONAL, NON-COMMERCIAL USE, OR IF THEY ARE COMMERCIAL PROJECTS.
IF YOU ARE STARTING A PROJECT WHERE YOU INTEND TO MAKE COMMERCIAL USE OF YOUR FERAZ NFT AND RELATED ART, PLEASE LET US KNOW DESCRIBING YOUR PROJECT, SO THAT WE CAN ENSURE THAT YOUR PROJECT IS IN COMPLIANCE WITH THIS AGREEMENT, APPROVE IT, AND IF SO, SO THAT WE CAN DETERMINE THE BEST WAY TO SUPPORT YOU. LIKEWISE, IF YOU EXPECT TO EXCEED THE $100,000 LIMITATIONS ON ANNUAL GROSS REVENUE FROM COMMERCIAL USE SET FORTH BELOW, TO ENSURE THAT YOU DO NOT VIOLATE THIS AGREEMENT AND THE LICENSE GRANTED, WITHIN FIFTEEN (15) DAYS AFTER YOU HAVE A REASONABLE EXPECTATION OF EXCEED THIS LIMIT, PLEASE CONTACT US HERE AND EMAIL FERAZNFT@GMAIL.COM TO REQUEST A DISCUSSION ABOUT ENTERING INTO A BROAD LICENSE AGREEMENT OR OBTAINING A WAIVER. AS THE CREATOR, WE KEEP AUDITING AND ACCOUNTING RIGHTS, AUTHORITY AND SOLE DISCRETION TO GRANT OR DENY DISCLAIMERS, AS WELL AS GRANT OR DENY ADDITIONAL OR BROAD LICENSES.
4. ASSIGNMENT AND LIMITED LICENSE OF USE
PERSONAL USE
IN CONSIDERATION OF THE PURCHASE PRICE, AS DEFINED BELOW, AND SUBJECT TO PRINCIPAL OWNER’S CONTINUED COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND ALL APPLICABLE LAWS, CREATOR GRANTS A LIMITED, WORLDWIDE, NON-EXCLUSIVE LICENSE TO PRINCIPAL OWNER TO COPY, ACCESS AND USE YOUR NFT FERAZ AND RELATED ART FOR PRINCIPAL OWNER’S PERSONAL, NON-COMMERCIAL USE, AS LONG AS PRINCIPAL OWNER KEEP ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES INTACT.
COMMERCIAL USE
PRINCIPAL OWNER IS GRANTED A LIMITED, WORLDWIDE, NON-EXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT PRINCIPAL OWNER’S FERAZ NFT AND RELATED ART FOR THE PURPOSE OF MARKETING AND PROMOTING ITS OWN GOODS AND SERVICES, WHICH INCLUDES THE RIGHT OF PRODUCING AND SELLING GOODS AS WELL AS SERVICES THAT INCLUDE, CONTAIN OR CONSIST OF THE GRAPHIC IMAGE OF THE FERAZ NFT OF THE MAIN OWNER, PROVIDED THAT SUCH COMMERCIAL USE DOES NOT RESULT IN MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000), OR ITS EQUIVALENT IN ETHEREUM OR ANY CURRENCY, IN GROSS INCOME IN ANY TWELVE MONTH PERIOD, DIRECTLY OR INDIRECTLY, INCLUDING, BUT NOT LIMITED TO, THROUGH ANY AND ALL RELATED ENTITIES AND FAMILY MEMBERS, UNLESS A BROADER EXEMPTION OR LICENSE IS EXPRESSLY GRANTED BY THE CREATOR.
PRINCIPAL OWNER ALSO RECEIVES A LIMITED, WORLDWIDE, NON-EXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT PRINCIPAL OWNER’S FERAZ NFT AND RELATED ART, INCLUDING BUT NOT LIMITED TO SUBLICENSING, FOR THE PURPOSE OF MARKETING AND PROMOTING THIRD PARTY GOODS AND SERVICES IN A FORM THAT INCLUDES, CONTAINS OR CONSISTS OF THE PRIMARY OWNER’S FERA NFT GRAPHIC IMAGE, PROVIDED THAT SUCH COMMERCIAL USE DOES NOT RESULT IN SUBLICENSEE’S EARNING MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000), OR ITS EQUIVALENT IN ETHEREUM OR ANY CURRENCY, FOR ANY PROJECT FOR WHICH IT OBTAINS A SUBLICENSE AND/OR OTHERWISE USE THE NFT AND RELATED ART, IN ANY TWELVE MONTH PERIOD, DIRECTLY OR INDIRECTLY, INCLUDING, BUT NOT LIMITED TO, THROUGH ALL AND ANY RELATED ENTITIES AND FAMILY MEMBERS, UNLESS AN EXEMPTION OR BROADER RIGHT TO SUBLICENSE IS EXPRESSLY GRANTED BY THE CREATOR.
THIS LIMITED LICENSE FOR COMMERCIAL USE IS SUBJECT TO THE FOLLOWING CONDITIONS:
– THE PRIMARY OWNER AND/OR ANY SUBLICENSEE DOES NOT HAVE ANY RIGHT TO MODIFY OR DISPLAY THEIR NFT FERAZ OR RELATED ART IN ANY FORM OR IN ANY CONTEXT THAT DEPICTS HATRED, INTOLERANCE, VIOLENCE, CRUELTY OR ANYTHING ELSE THAT COULD BE REASONABLY CONSIDERED AS SPEECH OF HATRED, BEING OFFENSIVE, HUMILIATION, DOES NOT CONFORM TO THE INCLUSIVE VALUES OF THE BRAND AND THE FERA COMMUNITY, OR OTHERWISE INFRINGE THE RIGHTS OF OTHERS OR THE FERA COMMUNITY;
– THE PRINCIPAL OWNER MAY NOT USE AND/OR SUBLICENSE ITS NFT FERAZ OR RELATED ART TO PROMOTE, ADVERTISE, MARKET OR SELL ANY THIRD PARTY GOODS OR SERVICES WITHOUT SUCH USE AND/OR SUBLICENSE BEING EXPRESSLY APPROVED BY THE CREATOR;
– THE PRIMARY OWNER MAY NOT USE THE NAME “FERAZ(S)” OR ANY FERAZ NAME, LOGO OR TRADEMARK, THE NAME OF ANY FERAZ CHARACTER (AS APPLICABLE), OR ANY ANIMATION, CHARACTER, THEMES OR OTHER MATERIAL RELATED THEREOF DIGITAL CONTENT FROM THE CREATOR HIMSELF; AND
– THE PRIMARY OWNER MAY NOT COMBINE HIS FERAZ WITH ANY OTHER FERAZ OR MODIFIED FERAZ NOT OWNED BY HIM, EXCEPT WITH THE EXPLICIT PERMISSION OF THE OTHER FERAZ OWNER; AND
– THE PRIMARY OWNER MAY NOT ATTEMPT TO TRADEMARK, COPYRIGHT OR OTHERWISE ACQUIRE ADDITIONAL INTELLECTUAL PROPERTY RIGHTS TO “FERAZ” OR ANY FERAZ NFT OR RELATED ART OR CONTENT.
5. WARRANTIES AND INDEMNIFICATION
IN THE EVENT THAT A PRINCIPAL OWNER MAKES USE OF THE LIMITED, WORLDWIDE, NON-EXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT PRINCIPAL OWNER’S NFT FERAZ AND RELATED ART FOR ITS OWN COMMERCIAL PURPOSES, AS PERMITTED BY THIS AGREEMENT, THE OWNER PRINCIPAL REPRESENTS AND WARRANTS THAT IT WILL TAKE ALL NECESSARY MEASURES TO CONDUCT ITS BUSINESS ACTIVITIES IN A LEGAL MANNER, INCLUDING, BUT NOT LIMITED TO, FORMING ANY NECESSARY CORPORATE ENTITY, BECOMING PROPERLY ORGANIZED, VALIDLY EXISTING, AND PROPERLY QUALIFIED TO DO BUSINESS IN ALL AS JURISDICTIONS WHERE SUCH ACTIVITIES ARE PERFORMED, AS WELL AS REMAINING IN GOOD STANDING UNDER AND COMPLYING WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS RELATED TO SUCH ACTIVITIES. THE PRINCIPAL OWNER ALSO REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY POWER AND AUTHORITY TO CONDUCT ITS BUSINESS ACTIVITIES, AND THIS INCLUDES, BUT IS NOT LIMITED TO, HAVING SUFFICIENT INSURANCE TO ENSURE THAT IT CAN MEET ITS OBLIGATIONS TO ITS CUSTOMERS AND INDEMNITY OBLIGATIONS TO BREEDERS .
IN THE EVENT THAT A PRINCIPAL OWNER MAKES USE OF THE LIMITED, WORLDWIDE, NON-EXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT PRINCIPAL OWNER’S FERA NFT AND RELATED ART BY GRANTING A SUBLICENSE AND/OR OTHERWISE ALLOWING THIRD PARTIES TO USE YOUR NFT FERAZ AS PERMITTED BY THIS AGREEMENT, THE PRINCIPAL OWNER REPRESENTS AND WARRANTS THAT IT WILL TAKE ALL NECESSARY STEPS TO ENSURE THAT THE THIRD PARTY IS CONDUCTING ITS BUSINESS ACTIVITIES IN A LEGAL MANNER, INCLUDING, BUT NOT LIMITED TO, FORMING ANY NECESSARY CORPORATE ENTITY, MAKING BE PROPERLY ORGANIZED, VALIDLY EXISTING AND DULY QUALIFIED TO DO BUSINESS IN ALL JURISDICTIONS WHERE SUCH ACTIVITIES ARE CONDUCTED, AS WELL AS REMAIN IN GOOD STANDING UNDER AND COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS RELATING TO SUCH ACTIVITIES. THE PRINCIPAL OWNER ALSO REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY POWER AND AUTHORITY TO CONDUCT ITS BUSINESS ACTIVITIES, AND THIS INCLUDES, BUT IS NOT LIMITED TO, HAVING SUFFICIENT INSURANCE TO ENSURE THAT IT CAN MEET ITS OBLIGATIONS TO ITS CUSTOMERS AND INDEMNIFICATION OBLIGATIONS TOWARDS THE CREATORS.
IN ADDITION, THE PRINCIPAL OWNER (THE “INDEMNIFYING PARTY”) WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CREATOR FROM AND AGAINST ANY LOSSES, DAMAGES, CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, LIABILITY AND/OR ACTIONS, INCLUDING ATTORNEYS’ FEES FOR REASON YOU SEE, ACCORDING INCURRED, WHICH MAY BE CLAIMED BY ANY PERSONS OR ENTITIES ARISING OUT OF OR RELATED TO THE USE AND/OR SUBLICENSING OF FERA NFT AND RELATED ART BY THE PRINCIPAL OWNER FOR COMMERCIAL PURPOSES, AS WELL AS ANY BREACH OF THE WARRANTIES AND REPRESENTATIONS OF SUCH INDEMNIFIABLE PARTIES IN THIS AGREEMENT.
6. TERM AND TERMINATION
THE ABOVE LIMITED LICENSES APPLY ONLY DURING THE PERIOD WHICH THE PRIMARY OWNER OWNS THE FERA NFT ASSOCIATED WITH THEIR FERA. THESE LICENSES TERMINATE IMMEDIATELY AT SUCH POINT AT WHICH THE PRIMARY OWNER NO LONGER OWNS HIS NFT FERAZ. IN ADDITION, IF YOU EXCEED THE SCOPE OF THE LICENSES GRANTED IN SECTIONS 3 AND 4 HEREIN WITHOUT ENTERING INTO A BROAD LICENSE AGREEMENT WITH OR OBTAINING A WAIVER, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU ARE IN VIOLATION OF THIS LICENSE; (II) IN ADDITION TO ANY REMEDIES THAT MAY BE AVAILABLE TO CREATOR BY LAW OR IN EQUITY, CREATOR MAY TERMINATE THIS LICENSE IMMEDIATELY WITHOUT THE NEED FOR PRIOR NOTICE; AND (III) YOU WILL BE RESPONSIBLE FOR REIMBURSING THE CREATOR FOR ANY FEES, COSTS AND EXPENSES INCURRED BY THE CREATOR DURING THE COURSE OF ENFORCEMENT OF THE TERMS OF THIS LICENSE AGAINST YOU, INCLUDING, BUT NOT LIMITED TO, ACCOUNTING AND LEGAL FEES, COSTS AND EXPENSES.
7. PROPERTY RIGHTS
PURCHASING A FERA NFT MEANS THAT THE PRIMARY OWNER HAS FULL OWNERSHIP OF THE FERA NFT, INCLUDING THE RIGHT TO STORE, SELL AND TRANSFER THE NFT. HOWEVER, THE PRIMARY OWNER ACKNOWLEDGES AND AGREE THAT THIS PURCHASE OF THE NFT FERA DOES NOT PROVIDE ANY RIGHTS, EXPRESS OR IMPLIED, IN (INCLUDING, BUT NOT LIMITED TO, ANY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS IN OR TO) THE FERAZ ASSOCIATED WITH THE NFT IN ADDITION TO THE LIMITED LICENSES GRANTED IN SECTIONS 3 AND 4 ABOVE. THE PRINCIPAL OWNER’S RIGHTS AND INTERESTS IN YOUR NFT FERA, ITS ASSOCIATED FERAZ, ANY DERIVATIVE FERAZ, AND ANY ART PROVIDED UNDER THESE TERMS WILL IMMEDIATELY TERMINATE UPON ANY SUBSEQUENT SALE, TRANSFER, DISAPPROPRIATION, BURN OR OTHER DISCLAIMER OF YOUR NFT FERA.
ANY USE OF ART OTHER THAN EXPRESSLY AUTHORIZED HEREIN, WITHOUT PRIOR EXPLICIT WRITTEN PERMISSION FROM THE CREATOR, IS STRICTLY PROHIBITED AND SHALL IMMEDIATELY TERMINATE THE RIGHT TO ACCESS AND USE THE FERA SITE (AS DEFINED IN THE FERA TERMS OF SERVICE) AND ALL RIGHTS AND LICENSES GRANTED BY THESE TERMS. SUCH UNAUTHORIZED USE MAY ALSO VIOLATE APPLICABLE LAWS, INCLUDING COPYRIGHT AND TRADEMARK LAWS AND APPLICABLE COMMUNICATIONS REGULATIONS AND STATUTES.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS GRANTING ANY LICENSE OF INTELLECTUAL PROPERTY RIGHTS TO YOU EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT.
8. SECONDARY ASSIGNMENT
THE PRINCIPAL OWNER AND, WHEN APPLICABLE, ALL SUBSEQUENT OWNERS, SHALL HAVE THE RIGHT TO RESELL THE PURCHASED NFT (“RESALE”) AND RELATED ART, IN A MARKETPLACE THAT ALLOWS THE PURCHASE AND SALE OF NFTS. THE OWNER SHALL USE ITS BEST EFFORTS TO RESELL THE PURCHASED NFT ON A MARKETPLACE THAT (I) CRYPTographically VERIFIES EACH NFT OWNER’S RIGHTS TO DISPLAY THE ART AND LISTEN IT FOR SALE, TO ENSURE THAT ONLY THE ACTUAL OWNER MAY DISPLAY THE ART FOR RESALE, AND (II) PROVIDES THAT A PERCENTAGE OF THE RESALE PRICE IS AUTOMATICALLY GRANTED TO THE CREATOR ON RESALE.
ANY SUBSEQUENT OWNER OR OWNERS SHALL HAVE THE RIGHT TO LICENSE, ASSIGN OR OTHERWISE TRANSFER TO A THIRD PARTY ALL OR PART OF THE INTELLECTUAL PROPERTY RIGHTS IN THE ART GRANTED HEREIN UNDER THIS AGREEMENT FOR ANY PURPOSE.
IN THE EVENT OF TRANSFER OF OWNERSHIP OF THE ACQUIRED NFT, IN ANY MANNER, INCLUDING RESALE, THE OWNER AGREES TO ASSIGN TO THE SUBSEQUENT PURCHASER OF THE ACQUIRED NFT ALL RIGHTS TO THE RELATED ART DETAILED IN ARTICLE 3 OF THIS AGREEMENT, UNDER THE SAME CONDITIONS, TO THE EXTENT THAT SUCH RIGHTS HAVE NOT BEEN PREVIOUSLY TRANSFERRED TO A THIRD PARTY IN ACCORDANCE WITH THE CONTRACT.
THIS AGREEMENT SHALL GOVERN ANY RESALE, AS LONG AS IT IS ATTACHED TO THE PURCHASED NFT AND AS LONG AS NO OTHER AGREEMENT HAS BEEN CONCLUDED BETWEEN THE OWNER AND THE SUBSEQUENT PURCHASER, WHICH SHALL APPLY ONLY BETWEEN THE PARTIES TO SAID AGREEMENT.
9. TRADEMARKS AND PROMOTION
WHEN USING THE **FERAZ** NFTS AND RELATED ART IN ANY MANNER, INCLUDING BUT NOT LIMITED TO THEIR PUBLICATION, EXPLOITATION AND/OR PROMOTION, THE OWNER SHALL NOT USE THE TRADEMARKS, SERVICE MARKS OR WORDS OR SYMBOLS OWNED BY THE CREATOR, TO THE EXTENT OTHERWISE PERMITTED BY APPLICABLE LAW OR BY WRITTEN AGREEMENT OF THE CREATOR.
BY EXCEPTION, WHEN USING ART FOR NON-COMMERCIAL PURPOSES ONLY, THE OWNER SHALL HAVE THE RIGHT TO REFER TO THE CREATOR USING THE NAME “**FERAZ**” OR OTHER NAME AS THE CREATOR MAY ADDRESS FROM TIME TO TIME, UNLESS NOTIFIED OF ANOTHER WAY BY THE CREATOR. THE OWNER WILL TAKE CARE THAT SUCH USE DOES NOT DAMAGE OR ADVERSELY IMPACT THE REPUTATION OF THE CREATOR, THE **FERAZ** BRAND OR THE COMMUNITY.
THE CREATOR SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, IN ITS SOLE DISCRETION, TO PROMOTE, INCLUDING THROUGH SOCIAL MEDIA, ANY PUBLIC USE OF THE ART BY THE OWNER, UNLESS THE OWNER INFORMS THE CREATOR OTHERWISE. THE OWNER WILL NOT USE THE ART IN A WAY THAT WOULD OR COULD PRESENT THE CREATOR AS ENDORSEMENT, RECOMMEND OR FAVORITE, IN ANY WAY, THE OWNER AND/OR HIS USE OF THE ART, WITHOUT THE CREATOR’S CONSENT AND PERMISSION.
THE TRADEMARKS, SERVICE MARKS, TRADE NAMES AND LOGOS, INCLUDING **FERAZ**, AND ANY THIRD PARTY MARKS USED AND DISPLAYED THROUGH THE SERVICES ARE THE TRADEMARKS OF THE CREATOR, ITS LICENSORS, AFFILIATES OR SPONSORS, AND MAY NOT BE USED BY ONE PRINCIPAL OWNER EXCEPT TO ACTUALLY DESCRIBE YOUR **FERAZ** NFT WHEN LISTING IT FOR SALE OR DISTRIBUTION OR FOR NON-COMMERCIAL PURPOSES. WE RESERVE THE RIGHT TO MONITOR AND POLICE THE USE OF OUR TRADEMARKS, INCLUDING, BUT NOT LIMITED TO: (A) TAKING ALL REASONABLE STEPS, INCLUDING, BUT NOT LIMITED TO: (A) TAKING ALL REASONABLE STEPS, INCLUDING, BUT NOT LIMITED TO: CIVIL ACTIONS FOR TRADEMARK INFRINGEMENT, TO DISCONTINUE USE OF TRADEMARKS THAT, IN OUR SOLE JUDGMENT, ARE THE SAME OR CONFUSINGLY SIMILAR TO OUR TRADEMARKS AND (B) TAKE ALL REASONABLE STEPS, INCLUDING BUT NOT LIMITED TO: NOT LIMITED TO: CIVIL ACTIONS, INCLUDING, BUT NOT LIMITED TO: (B) TAKING ALL REASONABLE STEPS, INCLUDING, BUT NOT LIMITED TO: CIVIL ACTIONS, INCLUDING, BUT NOT LIMITED TO: (C) CIVIL ACTIONS, INCLUDING, BUT NOT LIMITED TO: (D) CIVIL ACTIONS, INCLUDING, BUT NOT LIMITED TO: (AND…
10. COOPERATION
CREATOR AND OWNER SHALL COOPERATE IN GOOD FAITH AND REASONABLY ASSIST EACH OTHER IN THE PROCESSING OF LEGAL PROCEEDINGS INVOLVING THE ART OR DERIVATIVE WORKS THEREOF, INCLUDING PROCEEDINGS CONDUCTED FOR THE PURPOSE OF PROTECTING ANY AND ALL INTELLECTUAL PROPERTY RIGHTS IN THE ART AGAINST INFRINGEMENT.
THE CREATOR SHALL HAVE THE RIGHT TO PROTECT AND DEFEND, INCLUDING THROUGH LITIGATION, THE RIGHTS ATTACHED TO THE WORK OF ART IN THE EVENT OF INACTION BY THE OWNER UPON WRITTEN NOTIFICATION FROM THE CREATOR TO THE OWNER.
11. APPLICABLE LAW
IF ANY PROVISION OF THIS AGREEMENT IS FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, THE PROVISION SHALL BE APPLIED WITH ANY DELETION OR MODIFICATION NECESSARY FOR THE PROVISION TO BE LEGAL, VALID AND ENFORCEABLE AND TO GIVE EFFECT TO THE INITIAL INTENT OF THE PARTIES.