FORM OF NFT AGREEMENT FOR PURCHASERS – BRUCE LEE NON-COMMERCIAL LICENSE
NFT TERMS OF SALE AND LIMITED LICENSE
This NFT Terms of Sale and Limited License – Bruce Lee Non-Commercial License (this “Agreement”) is entered into by and between Byte City Metaverse Holds PTE. LTD (“Byte City”) and you, the purchaser of a Non-Commercial Bruce Lee NFT from Byte City. This Agreement outlines the ownership, usage rights, and restrictions of your purchase of a Bruce Lee NFT from Byte City and applies to all subsequent purchasers of this NFT.
Definitions.
“Bruce Lee Art” means any art, design, and drawings that may be associated with an NFT that you Own and which depicts, displays, or otherwise includes the Bruce Lee Likeness.
“Bruce Lee Likeness” means the name, nicknames, signature, images, or likeness of the legendary martial artist and action film icon known as Bruce Lee.
“Commercial Purpose” means any use, reproduction, public display, public distribution, transmission, modification, or creation of derivative works of the Bruce Lee Art with the likely or intended consequence of receiving any monetary value, revenue, royalties, consideration, or other financial benefit of any kind, or in which the person or entity which Owns the associated NFT otherwise does receive any such financial benefit as a direct result of the Bruce Lee Art. For the avoidance of doubt, the sale of an NFT associated with the Bruce Lee Art does not constitute a Commercial Purpose.
"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired directly or indirectly from Byte City, where proof of such purchase is recorded on the relevant blockchain.
“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Bruce Lee Art, (ii) do not modify the underlying Bruce Lee Art, and (iii) can be removed at any time without affecting the underlying Bruce Lee Art.
“Purchased NFT” means an NFT that you Own.
Ownership.
You acknowledge and agree that Byte City (or, as applicable, its licensors) owns all legal right, title and interest in and to the Bruce Lee Art, the Bruce Lee Likeness, and all intellectual property rights therein. The rights (if any) that you have in and to use the Bruce Lee Art and Bruce Lee Likeness are limited to those described in this Agreement. Byte City and its licensors reserve all rights in and to the Bruce Lee Art and the Bruce Lee Likeness that are not expressly granted to you in this Agreement.
Non-Commercial Use Only.
Subject to your continued compliance with this Agreement, Byte City grants to you, for so long as you Own the associated NFT, a limited, worldwide, royalty-free, perpetual, transferable (solely to a third party in accordance with Section 5 hereof) license to:
(a) reproduce, distribute, publicly display, digitally transmit, modify and create derivative works of the purchased Bruce Lee Art, along with any Extensions that you choose, to create or use solely for your own personal, non‐commercial use (and not for any Commercial Purpose);
(b) publicly display and digitally transmit the purchased Bruce Lee Art as part of a marketplace that permits the purchase and sale of your NFT (and not for any Commercial Purpose), provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Bruce Lee Art for their NFT to ensure that only the actual owner can display the Bruce Lee Art; and
(c) publicly display, and digitally transmit the purchased Bruce Lee Art as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT (and not for any Commercial Purpose), provided that the website/application cryptographically verifies each NFT owner’s rights to display the Bruce Lee Art for their NFT to ensure that only the actual owner can display the Bruce Lee Art, and provided that the Bruce Lee Art is no longer visible once the owner of the NFT leaves the website/application.
FOR THE AVOIDANCE OF DOUBT, NO RIGHTS OR LICENSES ARE GRANTED TO YOU TO USE OR EXPLOIT THE BRUCE LEE ART OR THE BRUCE LEE LIKENESS FOR ANY COMMERCIAL PURPOSES.
Restrictions.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without Byte City’s express prior written consent in each case:
(i) use the Bruce Lee Art or Bruce Lee Likeness for any Commercial Purposes;
(ii) use the Bruce Lee Art for your Purchased NFTs to advertise, market, or sell any third party product or service unless expressly approved at the time of purchase of the applicable Purchased NFT;
(iii) use the Bruce Lee Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
(iv) use the Bruce Lee Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted herein or at the time of purchase of the applicable Purchased NFT;
(v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Bruce Lee Art for your Purchased NFTs; or
(vi) otherwise utilize the Bruce Lee Art for your Purchased NFTs for your or any third party’s commercial benefit. You understand and agree that you will not have the right to use the Bruce Lee Likeness in any way except as incorporated in the Bruce Lee Art, and subject to the license and restrictions contained herein, and that any use in violation of the foregoing will be deemed a breach of this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
Term of License.
The license granted herein applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted herein will automatically transfer to the new recipient of such NFT, and you will have no further rights in or to the Bruce Lee Art or Bruce Lee Likeness subject to such NFT.
Governing Law. If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the initial intention of the parties.
The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of the state of California.