NFT LICENSE
This NFT License (this “License”) is a legally binding agreement between you and Eleos Endowment, Inc (“ELEOS”) that describes the rights in the Art, as defined in Section 1.1, you may obtain when you purchase any NFT from ELEOS, as defined in Section 1.2. For clarity, this License only governs the purchase of the NFT. The transaction that is effectuated on the Ethereum or others in blockchain when you buy or offer to buy any NFT from ELEOS, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs[1], which are provided by third party vendors, is governed by and subject to the terms of use provided by those third-party vendors unless such third party terms of use conflict or are inconsistent with the terms of this License, in which case the terms of this License shall prevail. Subject to the foregoing, this License supplements the terms of service and privacy policy that otherwise govern your use of ELEOS’s website and application, provided that in the case of a conflict between the two, this License shall prevail.
1. Definitions.
1.1. “Art” means any visual art, design, graphic content, and drawings, including but not limited to the digital representation or digital version of the Work (“Digital Adaptation”), that may be associated with the NFT.
1.2. “NFT” or “Non-Fungible Token” means a unique digital currency that utilizes blockchain technology (a digital ledger) to record ownership and evidence authenticity of an underlying asset, in this case, the Work. The unit of digital data will include a Digital Adaptation of the Work, as defined below, making it unique and thus not interchangeable. The NFT as sold under this License does not and shall not constitute a security as defined by the Securities Act of 1933, its Regulations, and the U.S. Securities and Exchange Commission.
1.3. “Own” or “Owned” means, the NFT that (a) you originally purchased from ELEOS, or (b) purchased on an Approved Marketplace from a legitimate owner of that NFT purchased from ELEOS.
1.4. “Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how, or any other intellectual property rights recognized in any country or jurisdiction in the world.
1.5. “Approved Marketplace” means this Site, Pelbuy.com, Pelxp.com, and/or any other site controlled by ELEOS.
2. License.
2.1. Rights granted. Subject to your compliance with the terms of this License, ELEOS hereby grants you a worldwide, , personal, limited license, solely with respect to any NFT(s) that you Own, to display the Art associated with such NFT(s), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, or otherwise on the Internet or in association with your offer to sell or trade your NFT(s). This License does not grant you any rights in or to the Art separate from the associated NFT(s), including any of the copyrights described in Section 2.3 below.
2.2. Restrictions. You agree that you may not, and will not permit any third party to, do or attempt to do any of the following without ELEOS’s express prior written consent in each case: (i) modify the Art associated with your NFT(s) in any way; (ii) use the Art to advertise, market, or sell any product or service; (iii) use the Art in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others; (iv) use or incorporate the Art in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Art; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art, or any source indicators contained or depicted therein; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Art on any platform; (viii) falsify, misrepresent, or conceal the authorship of the Art or the NFT; or (ix) otherwise commercially use or exploit any Art for your or any third party’s benefit, including by selling copies of any Art or selling derivative works embodying any Art.
2.3. Ownership. You acknowledge and agree that ELEOS (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly described in Section 2.1 of this License. ELEOS (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Art, including all copyrights in and to the Art (e.g., the right to reproduce and make copies, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
3. License Term. The license granted in Section 2.1 applies only to the extent that you continue to Own the applicable NFT. If at any time you sell, trade, donate, give away, or transfer your NFT to a new Owner through an Approved Marketplace, the license granted in Section 2.1 shall be transferred to that new Owner, and you will have no further rights in or to the NFT or Art associated with that NFT. If at any time you otherwise dispose of your NFT for any reason or sell, trade, donate, give away, or transfer your NFT other than through an Approved Marketplace, the license granted in Section 2.1 will immediately expire with respect to that NFT without the requirement of notice or any further action, and you will have no further rights in or to the NFT or Art associated with that NFT.
4. Indemnification. You shall indemnify, defend (at ELEOS’s request) and hold harmless ELEOS, its affiliates, and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgments, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this License. ELEOS will also have the right to provide our own defense additionally or alternatively at our own expense.
5. Limitation of Liability. IN NO EVENT WILL ELEOS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WITH RESPECT TO THE SUBJECT MATTER OF THIS LICENSE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ELEOS’S AGGREGATE LIABILITY UNDER THIS LICENSE SHALL NOT EXCEED THE NET REVENUES ACTUALLY RECEIVED BY ELEOS IN CONNECTION WITH ANY TRANSACTION IN WHICH YOU PURCHASED OR SOLD YOUR NFT. THE FOREGOING LIMITATION OF LIABILITY SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ELEOS BE LIABLE FOR ANY INABILITY FOR YOU TO ACCESS THE ART FOR ANY REASON, INCLUDING AS A RESULT OF ANY DOWNTIME, FAILURE, OBSOLESCENCE, REMOVAL, TERMINATION OR OTHER DISRUPTION RELATING TO (A) THE SERVERS UPON WHICH THE ART IS STORED; (B) THE APPROVED MARKETPLACE OR (C) ANY OTHER NFT PLATFORM.
6. Assumption of Risk. THE LICENSED NFTS ARE MADE AVAILABLE SOLELY FOR ENTERTAINMENT PURPOSES. YOU AGREE THAT YOU ASSUME THE FOLLOWING RISKS: (A) THERE MAY NEVER BE A PRICE OR BLOCKCHAIN MARKET FOR THE NFT, BUT TO THE EXTENT THERE IS A PRICE OR MARKET FOR A BLOCKCHAIN ASSET SUCH AS AN NFT, SUCH MARKETS AND PRICES ARE EXTREMELY VOLATILE, AND VARIATIONS IN THE PRICE OF OTHER DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF ANY DIGITAL ASSET(S) YOU OWN, INCLUDING YOUR LICENSED NFT, AND THERE IS NO GUARANTEE THAT YOUR LICENSED NFTS WILL HAVE OR RETAIN ANY VALUE; (B) THE COMMERCIAL OR MARKET VALUE ON A LICENSED NFT THAT YOU PURCHASE MAY AND POSSIBLY WILL REMAIN CONSTANT OR MATERIALLY DIMINISH IN VALUE AS A RESULT OF A VARIETY OF THINGS SUCH AS NEGATIVE PUBLICITY; (C) THERE ARE RISKS ASSOCIATED WITH USING AN INTERNET-NATIVE ASSETS (E.G., NON-FUNGIBLE TOKENS, CRYPTOCURRENCIES, ETC.) INCLUDING, BUT NOT LIMITED TO, THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS AND/OR FAILURES, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR DIGITAL “WALLET” OR ELSEWHERE, AND ELEOS WILL NOT BE RESPONSIBLE FOR ANY OF THESE, HOWEVER CAUSED; (D) ELEOS DOES NOT MAKE ANY PROMISES OR GUARANTEES ABOUT THE AVAILABILITY OF THE LICENSED NFT OR THE ART ON THE INTERNET OR THAT THEY WILL HOST THE LICENSED NFT AT ANY SPECIFIC LOCATION AND/OR FOR ANY SPECIFIC PERIOD OF TIME; (E) UPGRADES TO ANY APPROVED MARKETPLACE HOSTING THE NFT, A HARD FORK OR OTHER CHANGE IN THE ANY APPROVED MARKETPLACE HOSTING THE NFT, A FAILURE OR CESSATION OF ANY APPROVED MARKETPLACE HOSTING THE NFT, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON ANY APPROVED MARKETPLACE HOSTING THE NFT MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING SUCH TECHNOLOGIES, INCLUDING WITHOUT LIMITATION THE LICENSED NFTS; (F) ELEOS DOES NOT MAKE ANY PROMISES OR GUARANTEES RELATED TO WALLET, ANY APPROVED MARKETPLACE HOSTING THE NFT, BLOCKCHAIN OR ANY OTHER THIRD PARTIES RELATED TO THIS NFT LICENSE AND EACH OF THEIR APPLICATIONS AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE CONTINUED AVAILABILITY OF EITHER AND/OR THE PROTECTION AND/OR STORAGE OF ANY DATA YOU PROVIDE TO THOSE PARTIES; (G) THE RISK OF LOSING ACCESS TO LICENSED NFT DUE TO LOSS OF PRIVATE KEY(S), CUSTODIAL ERROR OR PURCHASER ERROR; (H) THE RISK OF MINING ATTACKS; (I) THE RISK OF HACKING, SECURITY WEAKNESSES, FRAUD, COUNTERFEITING, CYBER ATTACKS AND OTHER TECHNOLOGICAL DIFFICULTIES (J) THE RISK OF CHANGES TO THE REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES, AND TOKENS AND NEW REGULATIONS, UNFAVORABLE REGULATORY INTERVENTION IN ONE OR MORE JURISDICTIONS OR POLICIES ANY OF WHICH MAY MATERIALLY ADVERSELY AFFECT THE USE AND VALUE OF THE LICENSED NFT; (K) THE RISKS RELATED TO TAXATION; (L) THAT NFTS ARE NOT LEGAL TENDER AND ARE NOT BACK BY ANY GOVERNMENT; AND (M) ELEOS IS NOT RESPONSIBLE FOR ANY TRANSACTION BETWEEN YOU AND A THIRD PARTY (E.G., YOUR TRANSFER OF A LICENSED NFT FROM A THIRD PARTY ON THE SO-CALLED “SECONDARY MARKET”), AND ELEOS SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH TRANSACTION.
IN ADDITION TO ASSUMING ALL OF THE ABOVE RISKS, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED SUFFICIENT INFORMATION TO MAKE AN INFORMED DECISION TO LICENSE THE NFT AND THAT YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY AND APPROPRIATENESS OF THESE RISKS FOR YOURSELF. ELEOS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT ANY LICENSED NFT, OR ITS SUPPORTING SYSTEMS OR TECHNOLOGY, IS RELIABLE, CURRENT OR ERROR-FREE, MEETS YOUR REQUIREMENTS, OR THAT DEFECTS IN THE LICENSED NFT, OR ITS SUPPORTING SYSTEMS OR TECHNOLOGY, WILL BE CORRECTED. ELEOS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE LICENSED NFT OR THE DELIVERY MECHANISM FOR IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACCEPT AND ACKNOWLEDGE THAT ELEOS WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE RELATED TO THE LICENSE OF THE NFT.
7. Assignment. ELEOS will have the unrestricted right to assign this License and to assign, subcontract, license, and sublicense any or all of its rights and obligations hereunder. This License is personal to you and shall not be assigned or transferred by you, except to a new Owner of the NFT as set forth in this License. Any other attempt by you to assign, sub-license, or transfer your rights under this License shall be null and void.
8. Dispute Resolution. This License shall be construed in accordance with the laws of the US Virgin Islands, without regard to the conflicts of laws rules of any jurisdiction. All disputes arising out of or in connection with the present License shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. You will not seek to litigate any claims against ELEOS on a class action or representative party basis and shall pursue any claims solely on an individual basis.
9. Remedies. Your rights and remedies in the event of any breach of this License are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.
10. Miscellaneous Terms.
10.1. Complete understanding. This License constitutes the complete understanding between you and ELEOS with respect to the sections here contained and supersedes any and all prior or contemporaneous written or oral agreements or conversations between you and ELEOS with respect to all sections. The language of any clause or term of this License will not be construed for or against the drafter. No right or term of this License will be deemed waived, and no breach of this License excused, unless the waiver or consent is in writing and signed by you and ELEOS. Any modification or amendment to this License must be made in writing and signed by you and ELEOS.
10.2. Captions. Captions are for convenience of reference only and will not be used for interpreting the text of the section in which they appear.
10.3. Severability. Any provision or condition appearing in this License which is found to be unenforceable or in violation of any valid law or regulation of the United States or of any applicable jurisdiction will be deemed severable and will be deleted from this License without affecting or impairing the enforceability and validity of the remaining provisions and conditions of this License.
[1] API means Application Programming Interface. An application programming interface is a connection between computers or between computer programs. It is a type of software interface, offering a service to other pieces of software.
