TA-DI-CU-A

 Contract ID : TA-DI-CU

Standard Digital Commercial Use NFT Agreement
EACH PERSON WHO SELLS, PURCHASES OR POSSESSES A NFT IN CIRCUMSTANCES INDICATES THAT SUCH NFT IS SUBJECT TO THIS AGREEMENT, THEREFORE, WITHOUT OTHER ACTION, THIS PERSON ACCEPTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This Standard NFT Agreement (the !Terms’) sets out the conditions regarding each NFT transferred, offered or sold under circumstances indicating that the seller, creator, licensor, offeror or transferor of the NFT intends that the NFT or its transfer, use, offer, sell, must be governed by the following Terms.
This Terms applies to any NFT including a statement that this NFT shall be governed by these Terms or if the NFT’s Metadata include a link over this Terms.
1. Description
NFT means a cryptographically secure certificate complying with ERC-721 standard or similar, able to identify specified metadata.
Specified metadata of a NFT identify what is linked to the NFT and can be an Artwork such as, a title, description, an illustration image, 3D videos, audio-visual, etc.
NFT Artwork means any art, design, illustration image, drawings and more globally, creative work that is digitally represented and that is contained in the Specified metadata of a NFT.
Public blockchain address means a crypto-asset public address associated to a private address. A Public blockchain address is controllable only by the one who knows the private key associated with it. It is used to own NFT. A public address or public key is a cryptographic code that allows a user to receive cryptocurrencies into his or her account. Everyone who owns NFT must have a unique identifier or address - similar to as you would have with a bank account.
NFT transfer means the act of transferring the ownership of a NFT from one public blockchain address to another. This act is realised by NFT holder. This act is realised by NFT holder.
NFT holder means the person who lawfully holds exclusive title to and ownership of the NFT. All
references to ”NFT holder” include the NFT holder"s lawful permitted successors and beneficiaries. All references to “NFT holder” include the NFT holder’s lawful permitted successors and assigns. In the event of a Persistent Fork creating copies of the NFT at the same addresses at which they were then held, the scope of the term “NFT holder,” and all Licences granted to and other rights of a NFT holder under these Terms, except rights linked to Physical good, shall be deemed expanded to include each person who lawfully holds exclusive title to and ownership of the copies of such NFTs that are included on the Persistent Fork. You and Your also refer to the NFT holder.
Licensor means an individual or entity granting this Public License and the rights granted by it.
License Rights means rights granted to You under the terms and conditions of use set out in this Public License, applicable to Your use of the good and the licensed NFT and which the Licensor has the right to grant.
Exceptions and Limitations means fair use and fair dealing and / or any other exception or limitation applicable to Your use of the property and the licensed NFT.
Digital good means any good represented by electronic means such as a computer file. This therefore includes video, audio, image, text, 3D, software etc. This list is not exhaustive.

 Derivative works means any digital or physical good including in a creative set the NFT artwork whose result is significantly different from the NFT artwork. Derivatives works will be considered different if it highlights the fact that the NFT artwork is clearly included in another physical or digital good.
Adapted works means a Work whose inspiration come from NFT artwork but has been sufficiently modified to be considered different from NFT artwork. A Work will be considered as an Adapted Artwork in principle if it contains features of originality.
Merchandise products means any product in any form and media, futur or present, which can be digital or physical different from NFT artwork.
When You exercise the Rights granted by the license (defined below), you agree to be bound by the terms and conditions of this Standard Digital NFT Agreement - Representation of a prior right (the "Public License"). To the extent that this Public License can be interpreted as a contract, You benefit from the Rights granted by the license in return for Your acceptance of these terms and conditions, and the Licensor grants You these rights in return for the benefits provided to it by making the Work available under license under these terms and conditions.
2. Scope of this public license
The Licensor hereby represents and warrants, to and for the benefit of the NFT holder and each Sublicensee that:
i) the NFT artwork included in the Specified metadata of the NFT is an original work of authorship by the Licensor or an original work of authorship by a person from whom Licensor has a valid and enforceable license permitting the Licensor to license the NFT artwork included in the Specified metadata to others upon the terms and subject to the conditions of these Terms;
ii) the ownership of the NFT and use of the NFT artwork in accordance with these Terms will be free and clear of all additional claims, encumbrances, liens and security interests of any kind; and
iii) the NFT artwork and the NFT do not infringe, misappropriate or otherwise violate any intellectual property or other right of any third party. If is licensed to the Licensor, then: (a) Licensor hereby represents and warrants that it is acting on behalf of, and with all necessary and desirable authorization from, the licensors; and (b) to the extent permitted by law, all other references to the “Licensor” in these Terms shall be deemed to include such licensors,
including, without limitation for purposes of every grant of rights made by ‘the Licensor’ hereunder. Except as expressly granted in these Terms, the Licensor retains all rights, title, and interest in and to the NFT artwork.
3. Condition of use of this Public License.
The exercise of the Rights granted by the license is expressly subject to the following conditions. The rights granted to you are the same as those allowed by the state of the art in the retention, transfer, registration and issuance of said NFT.
Subject to your continued compliance with these Terms, Licensor grants you worldwide, non- exclusive, royalty-free license to use, copy, and display the NFT Artwork for the purpose of creating Derivative works and Adapted works based upon the NFT Artwork (“Commercial Use”). For instance, such Derivative work Commercial Use could be the use of the NFT Artwork to produce and sell Merchandise products in digital of physical media including the NFT Artwork, such as, but not limited to, cap, sneakers, Shirts, or Shoes displaying copies of the NFT Artwork. Concerning Adapted works, Commercial Use would be an original modification of NFT Artwork in order to create a new artwork and sell it as it or by including it in another digital or physical media.

 Moreover You, as the NFT holder, can
(i) Own or operate a marketplace that permits the use and sale of NFT Artwork included in the Specified metadata of the NFT and the NFT itself generally, provided that the marketplace cryptographically verifies each NFT holder’s rights to display the NFT artwork to ensure that only the actual owner can display the NFT artwork;
(ii) Own or operate a third party website or application that permits the inclusion, involvement, or participation of NFT Artwork generally, provided that the third party website or application cryptographically verifies each NFT holder’s rights to display the NFT Artwork to ensure that only the actual owner can display the NFT Artwork, and provided that the NFT Artwork is no longer visible once the owner of the Purchased NFT including the NFT Artwork leaves the website/application; or
(iii) earning revenue from any of the foregoing.
4. Evidence convention
The Licensor and You agree to comply with the provisions of this article constituting the proof agreement. As part of the relationship between You and the Licensor, proof of connections, operations and transfers made on the blockchain will be established in light of the public connection logs of the blockchain hosting the NFT. You and the Licensor agree to the probative value of these connection logs. The Licensor and you expressly agree that the recordings on computer media of the blockchain hosting the NFT constitute proof of the operations carried out. Accordingly, you and the Licensor agree that these recordings are presumed reliable in the event of dispute and are admissible as evidence in court.
5. Limitations of warranty and exclusions of liability
Unless otherwise specified and to the extent possible, the Licensor makes the Product available under license as is, and makes no warranty of any kind whatsoever, in particular express, implied, statutory or otherwise concerning it. This includes, in particular, the guarantees related to the title, to the market value, to the compatibility of certain particular uses, to the absence of infringement, to the absence of latent defects or other defects, to the accuracy, to the presence or the absence of errors known or not or likely to be discovered in the Licensed Good. Where a limitation of warranty is not authorized in whole or in part, this clause may not apply to You. As far as possible, the Licensor cannot be held liable to You, whatever the legal basis (including, in particular, negligence), for any direct, special, indirect damage, incident, consequential, punitive, exemplary, or for any losses, costs, expenses or damages arising from the use of this Public License or the use of the Licensed Good, even if the Licensor was aware of the 'possibility of such loss, cost, expense or damage. Where an exclusion of liability is not authorized in whole or in part, this clause may not apply to You. The above limitations of warranty and disclaimers should be interpreted, to the extent possible, as full limitations and disclaimers of all liability.
6. Subrogation
To the maximum extent permitted by applicable law, each NFT holder shall be subrogated to, and entitled to enforce, seek and receive (but shall have no obligation to enforce, seek or receive) all of the Licensor’s rights and remedies against any third party to pursue causes of action for copyright or other intellectual property rights infringement relating to the NFT and the NFT artwork. The Licensor hereby covenants and agrees to assist each NFT holder with enforcing the rights of the Licensor to which the NFT holders are subrogated under this, including, without limitation, by joining as a plaintiff in any legal action necessary or desirable for the enforcement of such rights.
7. Duration and end

 This Public License applies throughout the life of the blockchain that hosts the NFT representative of the Good subject to the License. Tokenart is not a party to its public licenses. However, Tokenart reserves the right to use one of its public licenses for the creations and goods that it publishes, and in this case will be considered as "Licensor". Tokenart does not authorize the use by any party of the "Tokenart" trademark or any other Tokenart trademark or logo without the prior written consent of Tokenart. This restriction on the use of trademarks does not form part of our public licenses.
8. Applicable Law and dispute resolution
8.1 Applicable law
The applicable law to this contract is the lex electronica and lex cryptographia. These Terms shall be governed by and construed and interpreted in accordance with the lex electronica and lex cryptographia principles, including matters of validity, construction, effect, enforceability, performance and remedies.
If the Lex Electronica and Lex cryptographia do not resolve an element of the Terms, the french law applies.
8.2 Dispute resolution
Any disputes that may arise regarding the validity, interpretation, execution or non-performance, interruption or termination of this contract, will be subject to mediation regulations and, in the event of failure thereof, to the CMAP arbitration rules to which the parties declare to adhere.