This agreement (the “Agreement”) is made and entered into between Kevin Riley (the “Licensor”) and the buyer (the “Licensee”) of a Jizo Cats NFT, and comes into effect as of the minting and/or purchase date of the individual Jizo Cats NFT (hereafter referred to as “Owned NFT”). The Licensor and Licensee agree to the following:
1. Definitions
As used in this Agreement:
“Agreement” means the entire contents of this document.
“Licensor” means Kevin Riley, the founder and creator of Jizo Cats.
“Licensee” means the the current NFT owner, who either initially minted the NFT on the Approved Marketplace, purchased the NFT, or otherwise acquired it from a legitimate source, and whose current ownership is recorded on the relevant blockchain.
“NFT” means a non-fungible token, tracked and recorded on the relevant blockchain.
“Owned NFT” means an NFT that has been minted, purchased, or otherwise acquired from a legitimate source, and whose current ownership is recorded on the relevant blockchain.
“Approved Marketplace” means the popular and secure OpenSea marketplace, operated by Ozone Networks, Inc.
“Artwork” means any art, designs, and drawings associated with an NFT.
“Extensions” means any art, designs, or drawings that is/are intended as an extension or overlay to the Artwork, which does not modify the Artwork, and which can be removed at any time without affecting the Artwork.
2. Ownership
The Licensee acknowledges and agrees that the Licensor, who is the sole creator of each Jizo Cats NFT, owns and retains all legal right, title, and interest in and to the Artwork, and retains all intellectual property rights in and to the Artwork. The Licensee’s rights in and to the Artwork are limited to those expressly described in Section 3 of this Agreement, with the Licensor reserving all rights not expressly granted to the Licensee in Section 3 of this Agreement.
3. License
A. Personal Use
Subject to the Licensee’s continued compliance with the terms of this Agreement, the Licensor grants the Licensee a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Artwork of their Owned NFT, along with any Extensions the Licensee chooses to create or use, solely for the following purposes:
i) for own personal, non-commercial use.
ii) as part of a third party website or application that permits the inclusion, involvement, or participation of Owned NFTs, as long as the website or application verifies the Licensee’s ownership of the NFT via relevant blockchain to ensure that only the actual owner of the NFT in question can display the Artwork, and provided that the Artwork is no longer displayed once the Licensee is no longer the verified owner of the NFT.
iii) as part of the Approved Marketplace, for the purpose of selling the NFT, provided that the Approved Marketplace verifies the Licensee’s ownership of the NFT via the relevant blockchain. (See Section 5 for details on royalties collected when re-selling a Jizo Cats NFT)
B. Commercial Use
Subject to the Licensee’s continued compliance with the terms of this Agreement, the Licensor grants the Licensee a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Artwork of their Owned NFT, along with any Extensions the Licensee chooses to create or use, solely for the following purposes:
i) for creating and selling merchandise, including, but not limited to, T-shirts, hoodies, hats, mugs, posters, greeting cards, and other merchandise that includes, contains, or consists of the Artwork of their Owned NFT.
ii) as part of a third party website or application that permits the inclusion, involvement, or participation of Owned NFTs, as long as the website or application verifies the Licensee’s ownership of the NFT via relevant blockchain to ensure that only the actual owner of the NFT in question can display the Artwork, and provided that the Artwork is no longer displayed once the Licensee is no longer the verified owner of the NFT.
iii) as part of the Approved Marketplace, for the purpose of selling the NFT, provided that the Approved Marketplace verifies the Licensee’s ownership of the NFT via the relevant blockchain. See Section 5 for details on royalties collected when re-selling a Jizo Cats NFT.
4. Restrictions of Use
The Licensee acknowledges and agrees that they may not, nor permit a third party to do or attempt to do, any of the following without obtaining the express written permission of the Licensor in each case:
i) modify the Artwork of their Owned NFT in any way, including, without limitation, the drawings, designs, shapes, attributes, or colour schemes (written permission may soon be obtained by contacting the Licensor via the Jizo Cats contact form). Use of Extensions, as long as they meet the parameters defined in Section 1, does not constitute a prohibited modification.
ii) use of Artwork of an Owned NFT in connection with offensive, obscene, malicious, or harmful images, videos, or other media that depict hatred, racism, intolerance, violence, cruelty, or anything else that could reasonably be found to infringe upon the rights of others and/or violate applicable laws or regulations.
iii) create or mint an additional NFT that uses the Artwork of an Owned NFT.
iv) attempt to copyright, trademark, or otherwise acquire intellectual property rights in or to the Artwork of an Owned NFT.
5. Royalties
The Licensee may at any time resell their Owned NFT on the Approved Marketplace. Upon selling an Owned NFT, the Approved Marketplace will collect a 5% royalty on the selling price. This royalty belongs to the Licensor, as the creator of the NFT, and is not transferable to any Licensee.
6. Terms of License
The license granted to the Licensee in Section 3 applies only while the Licensee continues to be the owner of the NFT. If at any time the Licensee sells, trades, gives away, or transfers their Owned NFT in any way, and for any reason, the license granted in Section 3 will immediately cease to be valid, and the Licensee will no longer have any rights in or to the Artwork of that NFT.
Continuing to use the Artwork of an NFT after transferring ownership to someone else constitutes a breach of this Agreement. The Licensor may immediately terminate this license, and the Licensee will be responsible for reimbursing the Licensor for any costs and expenses incurred by the Licensor during the course of enforcing the terms of this Agreement.
7. Assumption of Risk
The Licensee acknowledges and agrees to the following:
i) due to the volatile nature of the value of blockchain assets, fluctuations in prices could adversely affect the value of an Owned NFT. The Licensor cannot guarantee future value of an Owned NFT.
ii) due to the risks associated with Internet-based currencies, including, but not limited to, the risk of software or hardware malfunction, Internet connections, malicious software, and unauthorized third-party access to the Licensee’s digital wallet, the Licensor cannot be held responsible for any loss experienced when holding or transacting an Owned NFT on the relevant blockchain.
iii) any taxes that apply to transactions of an Owned NFT are the sole responsibility of the Licensee. All NFT transactions are conducted on the Approved Marketplace, with no transactions connected to the Jizo Cats website, and the Licensor is not responsible for determining any taxes that may apply to transactions of Owned NFTs.
iv) future developments in blockchain technology and digital assets could adversely affect the value of an Owned NFT.
v) changes in regulations that govern blockchain technology, cryptocurrencies, and tokens could adversely affect the value of an NFT.
vi) future upgrades to the relevant blockchain, changes in the methods of transactions, or other changes in the technology or performance of the relevant blockchain could adversely affect the value of an Owned NFT.
The Licensee agrees to hold harmless and indemnify the Licensor from and against any liability, loss, damage, or other claim arising from the ownership, transaction, or other use of an Owned NFT.
This Licensing Agreement was last updated on April 14, 2022.