NFT LICENSING AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of the date of purchase (the “Effective Date”), by and between The Kalakar Project (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:
1. DEFINITIONS:
As used herein and throughout this Agreement:
1.1 “Agreement” means the entire content of this document.
1.2 The Happy Huskies 1.0 NFT Collection (the “Collection”) shall mean and refer to Licensor’s creation of a unique digital collectible, also known as a NFT, which is managed by the Ethereum network and the respective smart contract on that network. The Collection may however be managed or operated on a different blockchain platform.
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 Collection.
2. LICENSE
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. Furthermore, Licensor reserves the right to use any character, including derivative artworks in any media of its choosing, including print or digital advertising, or any purely creative media.
2.3 Scope. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a nonexclusive 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 as an NFT in accordance with this Agreement.
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 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.
2.5 Accordance. 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. LICENSOR’S INTELLECTUAL PROPERTY
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’ trademark, service mark and trade dress or challenge Licensor’s rights or assist others to obtain rights or challenge Licensor’s rights in the Permissible Works.
4. PROHIBITED USES
Licensee agrees not to use the Permissible Work to commit any criminal offense, nor to distribute any malicious, harmful, offensive or obscene material. Licensee agrees not to impersonate or attempt to impersonate Licensor, Licensor’s agents, employees and representatives, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing). 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.
5. OBSERVATION OF APPLICABLE LAWS
You may use the Permissible Work only as and to the extent permitted by applicable laws, in particular, only to the extent you fully comply with any applicable financial market regulations and similar provisions in using the Permissible Work. You may not use the Permissible Work in any jurisdiction in which its distribution, marketing, licensing or use would require a gambling license, registration or similar accreditation under applicable laws.
6. BURNING
6.1 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.
6.2 Grants and Limitations. Once the Permissible Work has been transferred to another, the former Licensee will not be able to, burn, copy, or otherwise 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 not (re)mint the burned token.
7. FRACTIONALIZATION AND DAOs
7.1 Fractionalization. The fractional ownership of a NFT (“F-NFT”) represents group membership. Fractional ownership occurs through a decentralized protocol that allows NFT owners to issue fractional parts of their asset using tokens. Ownership of the asset becomes divisible and more accessible by dividing it into smaller units via a smart contract. Licensor is not required to or responsible for implementing sufficient procedures to address fractional owners’ rights and benefits.
7.2 Singular Benefits. An NFT from the Collection may carry utility and unlock things like communication tools (e.g. Discord, Telegram) and other benefits to a sole owner. Utility and singular benefits will not be available to each and every fractional owner.
7.3 DAOs. Fractional ownership can be created in the usage of a DAO-owned NFT. While singular benefits and utility are not available to all fractional owners, singular benefits can go into a DAO vault, and utility usage may be voted on by the DAO. DAO members may also use the community-owned NFT as an avatar, signaling their membership of a specific subculture and that subculture’s buying power.
8. SUCCESSORS
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.
9. RIGHT TO AMEND AND REVOKE
9.1 Right to Revoke. Licensor reserves the right to revoke such right with regard to existing or potential future content, if it deems any content, within its sole discretion, to be, or to potentially be, inappropriate or otherwise detrimental to the operation or commercialization of Permissible Work. In such event, you hereby agree to immediately remove from public access or alter, as instructed by Licensor, upon first request of Licensor, any such content and that you will not pursue Licensor for any actual or potential loss you may incur in connection with such removal or alteration.
9.2 Right to Amend. Licensor may make changes to this Agreement from time to time. If and when Licensor makes such changes, an updated Agreement shall be made available on Licensor’s website and communication channels, such as Discord, and update the “Last Updated” date at the beginning of the Agreement accordingly. Licensee agrees to check periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
10. 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.
11. 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.
12. HEADINGS
Headings to this Assignment are for convenience only and shall not be construed to limit or otherwise affect the terms of this Assignment.
13. INDEMNIFICATION
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.
14. RESOLVING DISPUTES
14.1 Good Faith Effort to Resolve. 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 ten (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.
14.2 Mediation. If resolution does not occur within 7 days after meeting, the parties may jointly appoint a mediator or independent expert to do so.
14.3 Right to Remedy. 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 right
15. JURISDICTION & GOVERNING LAW
15.1 Governing Law. This Agreement shall be governed in all respects by the common laws of the Republic of India. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the United States and waives any right to object to proceedings being brought in those courts.
15.2 Rights in Other Territories. Notwithstanding the foregoing, if the mandatory laws or public policy of any country or territory in which this License Agreement is enforced or construed prohibit the application of the law specified herein, then the laws of such country or territory shall instead apply to the extent required by such mandatory laws or public policy. Similarly, if you are an individual consumer, the provisions of Clause 14.1 shall not affect any mandatory right you may have to take action in your country of residence under the laws of that country.
15.3. Convention on Contracts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.