BITISM NFT License Agreement
This NFT Agreement for Purchasing and Licensing (“Agreement”) is between BITISM (“Seller”) and the buyer (“Buyer”). It governs the sale of BITISM Non-Fungible Tokens, (“NFT”).
Within the terms of this Agreement, “Buyer” further refers to any persons to whom the initial purchaser or subsequent owner transfers NFT ownership, whether by sale, inheritance, donation, or other lawful operation.
Ownership Purchase Agreement
When the Buyer purchases or otherwise accepts ownership of the NFT, they acquire all rights, title, and interest regarding the NFT. These rights include being able to transfer, sell, assign, donate, or otherwise dispose of the NFT, according to the terms of this Agreement. However, it does not grant the Buyer the rights, title, or interest in the Artwork, audiovisual works, music, images, or other NFT content.
Reserved Rights of Seller
Seller reserves specific rights regarding the NFT even after the purchase and ownership has been transferred to the Buyer. These rights include:
- Rights, titles, and interests regarding the NFT artwork, whether these rights, titles, and interests are located in the United States of America or foreign countries.
- Including but not limited to US and foreign trademarks, trade dress and names, service marks, domain names, logos, audio, video, media, copyrights, moral/industrial design/publicity/proprietary rights, computer programs, registrations, and applications regarding the NFT, which this Agreement collectively refers to as the “Seller IP.”
- The Seller retains sole and exclusive rights to the Seller IP. If the Buyer nevertheless obtains rights in the Seller IP, whether through operations of law or otherwise, then the Buyer hereby irrevocably assigns such rights to the Seller.
NFT Purchase Price and Fees
As the initial purchaser of the NFT, the Buyer agrees to purchase and pay for the NFT following the marketplace terms and conditions on which the Seller lists the NFT. Resale Royalties and any transaction fees will be directly deducted from your crypto wallet or another authorized and legal payment method the marketplace lists.
Further, the Buyer is responsible for any sales, taxes, use, GST, value-added, assessments, and duties now or after the purchase imposed or claimed by a governmental, administrative, or regulatory authority regarding the NFT.
NFT License Grant and Restrictions
The following license rights are granted to the Buyer, according to the below terms and the terms of this Agreement:
- Limited Artwork License Grants: The Seller grants the Buyer a limited, non-exclusive, global non-sublicensable right and license to use the NFT artwork for:
- Personal and non-commercial use
- As necessary to facilitate any secondary sales or transfers to a new entity or persons using a recognized third-party marketplace or another legal method of transfer
- In the case of a transfer or sale, the Seller IP and Artwork must appear in their original form and not as derivative works, or this Agreement is terminated, and the Seller reclaims ownership of the NFT.
The following license restrictions apply to the Buyer:
- The above artwork license grants are only granted to the Buyer for as long as the Buyer retains ownership of the NFT.
- The Buyer, nor any of their affiliates, associates, friends, family, heirs, assigns, or any other third party, can modify the NFT artwork and the Seller IP in any format, including but not limited to the shape, attributes, drawing, designs, colors, or information without the express prior written consent of the Seller.
- The Buyer, nor any of their affiliates, associates, friends, family, heirs, assigns, or any other third party, can use the Artwork in any manner that depicts cruelty, discrimination, violence, pornography, vulgarity, offensive behavior, hate speech, abusive, defamatory, or any other type of content or media that encourages intolerance.
Additional Third-Party Terms
The Seller may rely on third-party marketplaces to sell the NFT, so the Buyer and any transaction they facilitate can become subject to any terms and conditions of the site/marketplace. As such, the Buyer understands and agrees that their purchase of the NFT can be influenced by the terms and conditions, fees, and regulations of the marketplace, with the Seller possibly having no influence on these factors.
Further, the Seller is not responsible for maintaining the link or connection between the NFT and the site that hosts the Artwork or any blockchain or ledger on which the NFT is listed.
The NFT may grant the Buyer access to virtual or in-person experiences by facilitating a connection or link to third-party websites. However, these experiences are not under the control of the Seller, and the Buyer agrees to not hold liable the Seller for any content, including but not limited to information, errors, losses, damages, or inaccuracies regarding these experiences.
The Buyer participates in the experiences at their own risk and becomes subject to any license, rules, terms, and regulations of the third-party site once they participate. While the Seller does not guarantee the availability of these experiences, they hold the right to remove, suspend, delete, alter, edit, or otherwise modify the interactions the NFT provides with these third-party experiences.
Termination Rights
If the Buyer decides to sell, donate, transfer, or otherwise assign ownership of this NFT to another party, all terms regarding this Agreement will no longer apply to the initial Buyer and instead transfer to the new Buyer along with the ownership of the NFT.
However, the initial Buyer or subsequent owner must provide the new owner with sufficient Notice of this Agreement before the NFT sale, donation, transfer, or assignment. The new owners will take the position of Buyer in this Agreement and will be held to all the terms and conditions herein. Further, a (Percentage)% of the gross purchase price of this transfer, sale, donation, or assign, if any, will be paid to the Seller through the use of smart contracts (“Resale Royalties”).
Assumption of Risks
The Buyer understands that the NFT is a crypto asset, which can rapidly fluctuate in value, demand, regulation, and other variables. The Buyer understands and accepts that these variables might arise in irreversible losses or be recorded on the public blockchain ledger later than when the transaction occurred.
As the Seller has no control over the execution of the purchase, any fees, or reversal of the transaction when using a third-party marketplace, the Seller is not liable to the Buyer or any other third parties for damages or other claims arising from the purchase.
The Buyer also acknowledges the risk of internet-based assets and that malfunctioning hardware, software, and internet connections can lead to a loss of the NFT. The Buyer will not hold the Seller responsible for any loss of the NFT due to disruptors, hardware failures, hackings, errors, communication failure, inaccuracies, or other delays the Buyer experiences while completing the transaction.
Furthermore, as digital assets, NFTs are subject to developing regulations, statutes, treaties, rules, and other laws (“Laws”) in the US and globally. Any update, change, or adjustment of these Laws may affect this Agreement. Should these Laws cause any part of this Agreement to become unenforceable or illegal, then the Seller is not deemed to be in breach of this Agreement and has the right to terminate the Agreement instead.
The NFT is not deemed or intended to be a security under any law, and the Buyer understands that the price and liquidity of this digital asset will fluctuate and even disappear as the market for this NFT does.
Disclaimers
The NFT, Artwork, and any experiences are provided on an “as available” basis “as is” without any warranty. The Seller expressly disclaims any warranties under the maximum extent permitted by law. The Seller makes no warranty or representation concerning the truthfulness, accuracy, quality, completeness, reliability, or timeliness of the Artwork or any information displayed in conjunction with the NFT.
The Buyer will not hold liable the Seller for any claims or losses that arise out of software failure, abnormal computer programming, smart contracts, crypto wallets, media servers, blockchain, smart nodes, forgotten passwords or information, hacking attempts, malware, viruses, harmful computer code, third-party marketplaces, or other distributed ledger technology associated with the NFT.
The NFT is a digital asset and only exists because its code and ownership record are being maintained in the applicable blockchain network or ledger. As such, any sale, transfer, donation, or assignation occurs on a public blockchain’s distributed ledger, over which the Seller has no control or liability. The Buyer will be fully responsible for verifying the authenticity, identity, and legitimacy of the assets they purchase.
Indemnification
While not limiting any other terms or provisions of this Agreement, the Buyer agrees to hold harmless the Seller, its parents, assigns, heirs, associates, employees, agents, successors, directors, managers, officers, and representatives (“Seller Parties”) from and against all claims, demands, allegations, suits, actions, or other proceedings (“Claims”).
The Buyer further agrees to hold harmless the Seller and its Seller Parties from any penalties, fees, orders, fines, awards, expenses, settlements, costs, judgments, liabilities, damages, or other losses, which include but are not limited to attorney fees (“Losses”), resulting out of the purchase, transfer, ownership, sale, donation, assignment, or other transfer of the NFT.
However, the above indemnity regarding Claims and Losses does not apply when they arise solely from the unlawful actions of the Seller, including willful misconduct, fraud, or gross negligence. In no event shall the total amount of damages for which the Seller is liable from claims arising out of this Agreement exceed $600.
Dispute Resolution
Any disputes arising from this Agreement, use of the NFT, its experiences, or Artwork will be resolved using individual binding arbitration. Either Party may assert the claims in court if they qualify under the applicable laws or seek equitable relief in a competent court of justice. The arbitrator has the sole authority to resolve any dispute. Arbitration is conducted on an individual and has no authority on classwide relief. As such, neither Party can join or consolidate their claims with other similar claims.
To commence with arbitration, either Party must send a notice of the dispute that is written (“Notice”) to the other Party, with the Seller address being:
BITISM
548 Market Street
San Francisco, CA 94104
The Seller will use the contact details provided by the Buyer to send a Notice. Should the Buyer not provide any such details, the Seller has no obligation to send any Notice.
Should the claim or dispute of either Party not be resolved by the other within sixty (60) days of the Party receiving the receipt of the Notice, then the Party may proceed with the arbitration process. Should the Parties not be able to agree on an arbitrator mutually within ten (10) days of starting the procedure, then JAMS will assign one.
Administered by JAMS, the arbitrator will conduct the procedures according to the current Streamlined Arbitration Rules and Procedures. The arbitration must occur in (City), (State), unless both Parties mutually agree on another location. The Parties will adhere to the decision of the arbitrator, and any claims must be filed with JAMS within one (1) year of the event of the dispute.
Should this dispute proceed in the court of law for any reason, both Parties expressly waive their right to a jury trial. Any breach in this Agreement can cause irreparable harm to the non-breaching Party, where the award of damages is not adequate compensation. As such, in the case of a breach, the non-breaching Party is entitled to equitable relief, which includes but is not limited to restraining orders, specific performance, permanent injunction, or any other relief a competent court of law assigns.
Miscellaneous
Any Buyer who purchases or otherwise takes ownership and interacts with this NFT must be at least eighteen (18) years of age. The only time a minor, who must be under eighteen (18) and over thirteen (13), can claim ownership or interact with this NFT is through a crypto wallet or a legal and authorized method their parent(s) or guardian(s) own. No minors under thirteen (13) can own or otherwise interact in any way with the NFT.
Note that the NFT and its supporting digital assets may be subject to US Export Control laws. The Parties designate that they are not part of the Specially Designated Nationals list, controlled by any restricted party on this or similar governmental lists, or are residents of countries/territories against which the US maintains sanctions.
Both Parties have a relationship of independent contractors with each other. This Agreement does not create agencies, joint ventures, joint enterprises, or partnerships between the Parties. Neither Party can legally bind the other Party in any Agreement.
The Seller can amend this Agreement at any time and with absolute discretion, provided they give reasonable written Notice to the Buyer of the material amendments. Should the Buyer continue using the NFT, Artwork, experiences, or supporting digital assets after the Notice of amendment, it constitutes an acceptance of the amendments.
Should a competent court of law find any part or provision of this Agreement void, unenforceable, or illegal, it shall not affect any other provision of this Agreement, which remains in full force and effect.
Agreement
Both Parties understand and agree to this NFT Agreement and all of its terms put henceforth. The Parties agree that any breach in terms can lead to this contract being immediately terminated by either Party. The laws of (State) govern this Agreement, and by signing below, both Parties indicate their acceptance of the terms and conditions in this Agreement.