LESNYC NFT LICENSE AGREEMENT

This LESNYC NFT License Agreement (this “Agreement”) is a legally binding agreement between you, whether personally or on behalf of an entity (“Collector”), and LESNYC, LLC, a limited liability company organized under the laws of New Jersey (“LESNYC”), that describes the rights in Artwork (as such term is defined below) Collector may obtain when Collector either purchases or receives any LESNYC NFT (as such term is defined below).  For clarity, this Agreement applies in addition to the terms and conditions applicable to the Approved Marketplace (as defined below) and the LESNYC Terms of Service, but this Agreement does not otherwise govern the transaction that is effectuated on the Ethereum blockchain when Collector buys or offer to buys any LESNYC NFT, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs (together, the “Platforms”).  The Platforms are provided by third party vendors (including but not limited to ConsenSys Software Inc. d/b/a Metamask and Ozone Networks, Inc. d/b/a OpenSea) and are 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 Agreement, in which case the terms of this Agreement shall prevail.  Subject to the foregoing, this Agreement supplements the LESNYC Terms of Service that otherwise govern Collector’s use of LESNYC’s website and application, but for clarity, these terms do not apply to any other product or service purchased from a LESNYC website or application besides the LESNYC NFTs.

 

1. Definitions.

“Artwork” means the original artwork that was minted as a LESNYC NFT.

“LESNYC NFT” means a unique Ethereum (“ETH”) blockchain-tracked, non-fungible token that serves as a digital collectible and was originally offered for sale by LESNYC.

“Own,” “Owns,” for “Owned” means, with respect to a LESNYC NFT, one that Collector (a) originally purchased from LESNYC; or (b) purchased on an Approved Marketplace from a legitimate owner of that LESNYC NFT.

“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.

“Approved Marketplace” means the OpenSea marketplace operated by Ozone Networks, Inc.

 

2. License.

Subject to Collector’s compliance with the terms of this Agreement, LESNYC hereby grants Collector a worldwide, non-exclusive, non-sublicensable, royalty-free, personal, limited license, solely with respect to any LESNYC NFT(s) that Collector Owns, solely for the following purposes: (1) to display the Artwork associated with such LESNYC 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 Collector’s offer to sell or trade Collector’s LESNYC NFT(s); and (ii) efforts to sell or otherwise transfer the associated LESNYC NFT consistent with the ownership of it (e.g., posting the LESNYC NFT on a sales listing on an Approved Marketplace).  The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the LESNYC NFT.  This license does not grant Collector any rights in or to the Artwork separate from the associated LESNYC NFT(s), including any of the copyrights described in Section 4 below. 

 

3. Reservation of Rights.

The Artwork is licensed, not sold.  LESNYC owns and will retain all title, interest, ownership rights, and intellectual property rights in and to the Artwork.  Collector agrees that Collector may not, and will not permit any third party to, do or attempt to do any of the following without LESNYC’s express prior written consent in each case: (i) modify the Artwork associated with Collector’s LESNYC NFT(s) in any way; (ii) use the Artwork to advertise, market, or sell any product or service; (iii) use the Artwork 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 Artwork 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 Artwork; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork, including any LESNYC name, trademark, logo, trade dress, or other source indicators contained or depicted therein; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Artwork on any platform; (viii) falsify, misrepresent, or conceal the authorship of the Artwork or the LESNYC NFT; or (ix) otherwise commercially use or exploit any Artwork for Collector or any third party’s benefit, including by selling copies of any Artwork or selling derivative works embodying any Artwork.

 

4. Ownership.

Collector acknowledges and agrees that LESNYC (or, as applicable, its licensors) owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. The rights that Collector has in and to the Artwork are limited to those expressly described in Section 2 of this Agreement.  LESNYC (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Artwork, including all copyrights in and to the Artwork (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).

 

5. License Term.

The license granted in Section 2 applies only to the extent that Collector continues to Own the applicable LESNYC NFT.  If at any time Collector sells, trades, donates, gives away, or transfers Collector’s LESNYC NFT to a new Owner, the license granted in Section 2 shall be transferred to that new Owner, and Collector will have no further rights in or to the LESNYC NFT or Artwork associated with that LESNYC NFT.  If at any time Collector burns or otherwise disposes of Collector’s LESNYC NFT for any reason, or sells, trades, donates, gives away, or transfers Collector’s LESNYC NFT other than through an Approved Marketplace, the license granted in Section 2 will immediately expire with respect to that LESNYC NFT without the requirement of notice or any further action, and Collector (and Collector’s transferee(s)) will have no further rights in or to the LESNYC NFT or Artwork associated with that LESNYC NFT.

 

6. Indemnification.

Collector agrees to fully indemnify, defend (at LESNYC’s request) and hold harmless LESNYC, 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, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from Collector’s breach or alleged breach of this Agreement.  LESNYC will also have the right to provide our own defense additionally or alternatively at our own expense.

 

7. Limitation of Liability.

In no event will LESNYC be liable to Collector for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Collector has been advised of the possibility of such loss or damage.  LESNYC’s aggregate liability under this Agreement shall not exceed the net revenues actually received by LESNYC in connection with any transaction in which Collector purchased or sold Collector’s LESNYC NFT.  The foregoing limitation of liability shall only apply to the extent permitted by applicable law.  In no event will LESNYC be liable for any inability for Collector to access the Artwork 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 Artwork is stored; (b) the OpenSea platform; or (c) any other NFT platform.

 

8. LESNYC’s Rights and Obligations to the Artwork.

LESNYC is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Artwork, nor does LESNYC have the obligation to maintain any connection or link between a LESNYC NFT and the corresponding Artwork.

 

9. Assignment

LESNYC will have the unrestricted right to assign this Agreement and to assign, subcontract, license and sublicense any or all of its rights and obligations hereunder.  This Agreement (including, without limitation, the license granted hereunder) is personal to Collector and shall not be assigned or transferred by Collector, except to a new Owner of the LESNYC NFT as set forth in Section 5 above.  Any other attempt by Collector to assign, sub-license, or transfer Collector’s rights under this Agreement shall be null and void.

 

10. Dispute Resolution.

This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of New Jersey, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this Agreement may be brought and adjudicated only in the courts, federal or state, located in the County of Hudson, State of New Jersey, and LESNYC and Collector submit to the exclusive jurisdiction of such courts and waive any objections based upon improper venue or inconvenient forum.  Neither LESNYC nor Collector will seek to litigate any claims against the other on a class action or representative party basis and shall pursue any claims solely on an individual basis.

 

11. Remedies.

Collector’s rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages in an action at law, and Collector acknowledges that Collector’s remedy of money damages is adequate.  Collector will not be entitled by reason of any such breach, and Collector will not seek, any equitable relief, whether injunctive or otherwise.

 

12. Miscellaneous Terms.

This Agreement constitutes the complete understanding and agreement of Collector and LESNYC with respect to the Artwork(s) and supersedes any and all prior or contemporaneous written or oral agreements between Collector and LESNYC with respect to all Artwork(s).  Prior agreements between LESNYC and Collector relating to any artwork(s) will continue to govern those prior artwork(s).  The language of any clause or term of this Agreement will not be construed for or against the drafter.  No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing and signed by Collector and LESNYC.  Any modification or amendment to this Agreement must be made in writing and signed by Collector and LESNYC.