This license (the “License”) states the terms and conditions governing each NFT (as hereinafter defined) from the “We’re New Here” collection (collectively, “Collection”) that is offered, sold, or transferred by Dpop Studios, LLC (“Licensor”) to any individual or an entity (“You/Your”). If You sell, purchase, transfer, or acquire an NFT from the Collection, you agree to be bound by the terms of this License.
A. “Art” means any art, design, drawing, fictional character, illustration, image, vector, video, 3D asset, template asset, or other pictorial or graphic work embodied in the NFT.
B. “Economic Activity” means any activity engaged in to obtain income, regardless of whether or not the activity is aimed at making a profit.C
C. “NFT” means (i) an Ethereum-based non-fungible token complying with the ERC-721 standard, ERC-1155 standard, or other similar non-fungible token standard; (ii) means the NFT created or issued on Licensor’s website or minted directly via smart contract that is linked via metadata with specific Art, including but not limited to a specific visual character.
- You own an NFT if your ownership of the NFT is cryptographically verified on the Ethereum blockchain. As an NFT owner, You own the specific non-fungible token—i.e., the digital token recorded on the blockchain. You do not own the underlying Art embodied in the token. Ownership of the NFT is mediated entirely by the smart contract and the Ethereum network.
- You acknowledge and agree that Licensor owns all legal right, title, and interest in and to all elements of the Art and can exploit the Art in any manner and media in perpetuity without any consent or approval from You or payment to You in any form. You acknowledge that the Art is protected by, as applicable, copyright, patent, or trademark laws or other relevant intellectual property and proprietary rights. You do not have a right to use any trademarks or logos owned by Licensor or used in the Art or Collection.
- Personal Use: Provided You are in compliance with this License, Licensor grants You a non-exclusive, non-sublicensable, worldwide, royalty-free license to use, copy, display and modify the NFT solely for the following purposes: (i) personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFT, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art embodied in the NFT; and (iii) create derivative works as set forth in paragraph 2(b) below. Licensor hereby reserves all rights not specifically granted herein.
- Commercial license: Subject to Your continued compliance with the terms of th License, Licensor hereby grants you an unlimited worldwide sub-licensable license to exercise Your right to create derivative works, provided that Your use of the Art does not result in a commercial activity that generates more than One Hundred Thousand US dollars ($100,000 USD) (the “Commercial Activity Threshold”) in gross revenue or sales over a twelve (12) month period. If You generate gross revenue or sales in excess of the Commercial Activity Threshold through any commercial activity over a 12-month period, then You must enter a commercial license with Licensor to use the Art for any such activity. The foregoing commercial license terms do not apply to the 1 of 1 artists’ NFTs of the Collection.
- Transferring or selling Your NFT: You may sell or transfer your NFT and upon such sale or transfer Your entire license to the Art and any associated rights under this License will transfer to the new owner. The new owner will enjoy the license and any associated rights set forth in this License, provided that the new owner’s ownership of the NFT is cryptographically verifiable on the Ethereum blockchain.
- Restrictions: You agree to not use the Art in any way that is unlawful, pornographic, defamatory, abusive, harassing, obscene, libelous, harmful to minors, racist, sexist, homophobic, or otherwise objectionable to a reasonable person.
- Miscellaneous: The NFTs are provided “as is” and “as available” without warranty of any kind. By using this License You are accepting sole responsibility for any and all liability associated with the use of the Art. You hereby agree to indemnify, defend and hold Licensor and Licensor’s affiliated companies, successors, partners, assigns, licensees, directors, officers, shareholders, agents and employees, harmless from any and all liability, claims, demands, causes of action, loss or damages (including, without limitation, attorneys’ fees and legal costs) arising out of connected with the Commercial Use by you of the Art or any breach of this License.