/Docs/G/a16z-contracts/licenses/pr0b/CBE-Exclusive.md
| Ti | = | “CAN’T BE EVIL” NFT LICENSE EXCLUSIVE COMMERCIAL RIGHTS WITH NO CREATOR RETENTION (“CBE-EXCLUSIVE”) |
| Note | = | Parameterizing the seat of arbitration and the choice of law: |
| ArbitrationSeat.cl | = | New York, New York, or if you request, the county (or parish) where You live |
| Law.State.the | = | the State of New York |
| PeriodForAmicableDisputeResolution.days | = | ninety (90) days |
| Note | = | Parameterizing, deduplicating and assuring consistency of the phrase that describes affiliates of i) Creator and ii) Project NFT owner. (Just and example of reusing phrases. Another, more lawyerly approach would be to define "Affiliates." But this makes the word2vec point in another example.) |
| Affiliates.cl | = | past, present and future parents, affiliates or licensees (or any of their partners, members, employees, officers, directors, contractors, agents and equityholders) |
| Note | = | The text of CBE-Exclusive: |
| Intro.sec | = | By acquiring lawful ownership to a non-fungible token (“{DefT.NFT}”) associated with the NFT project made available under this NFT License (“{DefT.Project_NFT}”) created by the owner or entity that has created this {_Project_NFT} (“{DefT.Creator}” or “we” or “our”), you agree to these NFT License Terms and Conditions (the “{DefT.Terms}”). When you lawfully own a {_Project_NFT}, you own all personal property rights to the NFT underlying the {_Project_NFT} (e.g., the right to freely sell, transfer, or otherwise dispose of that {_Project_NFT}). However, your rights to the associated artwork, images, video, content or other works of authorship linked to your specific {_Project_NFT} which was developed by {_Creator} (“{DefT.NFT_Media}”) are only as outlined below. |
| Grant.Ti | = | NFT LICENSE GRANT |
| Grant.License.Ti | = | NFT Media License |
| Grant.License.NFT.sec | = | For as long as you lawfully own a {_Project_NFT}, {_Creator} grants you {an_exclusive/a_non-exclusive}, perpetual, irrevocable (except as set forth in Section {Other.TerminateLicense.Xnum} below) worldwide license under our copyrights to use, distribute, reproduce, display, perform, modify, and create derivative works of the specific {_NFT_Media} linked to your {_Project_NFT} for personal and commercial uses, with the right to sublicense such rights through multiple tiers of sublicensees subject to the limitations in Section {Grant.Transfer.Xnum}, and Articles {Risk.Xnum} and {Other.Xnum} of these {_Terms} with {_Creator} being a third party beneficiary to all such sublicenses with the ability to enforce such agreements. |
| an_exclusive/a_non-exclusive | = | an exclusive |
| Grant.License.Display.sec | = | This license includes the right to display as a profile picture, display on products or services using the {_NFT_Media} or {_NFT_Media_Derivatives} (as defined below), display on sold merchandise, use in your original content, or to display in a physical or digital museum. |
| Grant.License.Reservation.sec | = | All intellectual property rights in and to the {_NFT_Media} and any other intellectual property rights of {_Creator} not expressly licensed herein are reserved by {_Creator}. |
| Grant.License. | = | [G/Z/Base] |
| Grant.License.sec | = | {Grant.License.NFT.sec} {Grant.License.Display.sec} {Grant.License.Reservation.sec} |
| Grant.Derivative.Ti | = | Modifications and Derivative Works |
| Grant.Derivative.YourLimit.Intro.sec | = | We understand that you may want to create derivative works of the {_NFT_Media} (“{DefT.Your_NFT_Media_Derivatives}”) and we allow you to do so under the scope of the license granted above. However, you acknowledge and agree that |
| Grant.Derivative.YourLimit.SubsequentOwnerDerivatives.sec | = | the subsequent lawful owner of the {_Project_NFT} may create its own derivatives of the {_NFT_Media} |
| Grant.Derivative.YourLimit.OtherOwnerDerivatives.sec | = | other owners of their own {_Project_NFT}s and the associated artwork, images, video, content or other works of authorship linked to such {_Project_NFT} (“{DefT.Other_Project_NFT_Media}”) may also create their own derivatives of the {_Other_Project_NFT_Media} (each of them “{DefT.Other_NFT_Media_Derivatives}”) |
| Grant.Derivative.YourLimit.sec | = | {Grant.Derivative.YourLimit.Intro.sec} (a) {Grant.Derivative.YourLimit.SubsequentOwnerDerivatives.sec} and (b) {Grant.Derivative.YourLimit.OtherOwnerDerivatives.sec}. |
| Grant.Derivative.TolerateOther.1.Intro.sec | = | These {_Other_NFT_Media_Derivatives} may be similar or identical to {_Your_NFT_Media_Derivatives}. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against |
| Grant.Derivative.TolerateOther.1.Creator.Intro.sec | = | {_Creator} or its {Affiliates.cl} in connection with their use, distribution, reproduction, display, perform, modification, and creation of |
| Grant.Derivative.TolerateOther.1.Creator.Derivatives.sec | = | derivative works of any {_NFT_Media} prior to the grant of this license |
| Grant.Derivative.TolerateOther.1.Creator.OtherNFTMediaDerivatives.sec | = | any of their own {_Other_NFT_Media_Derivatives} |
| Grant.Derivative.TolerateOther.1.Creator.sec | = | {Grant.Derivative.TolerateOther.1.Creator.Intro.sec} {Grant.Derivative.TolerateOther.1.Creator.Derivatives.sec} or {Grant.Derivative.TolerateOther.1.Creator.OtherNFTMediaDerivatives.sec} |
| Grant.Derivative.TolerateOther.1.OtherOwner.sec | = | any other {_Project_NFT} owner or its {Affiliates.cl} in connection with the use, distribution, reproduction, display, perform, modification, and creation of derivative works of the {_Other_Project_NFT_Media} or any of their {_Other_NFT_Media_Derivatives}. |
| Grant.Derivative.TolerateOther.1.sec | = | {Grant.Derivative.TolerateOther.1.Intro.sec} (a) {Grant.Derivative.TolerateOther.1.Creator.sec} or (b) {Grant.Derivative.TolerateOther.1.OtherOwner.sec}. |
| Grant.Derivative.TolerateOther.2.sec | = | The foregoing is the case even if such Other {_NFT_Media} or {_Other_NFT_Media_Derivatives} is similar to or the same as any of {_Your_NFT_Media_Derivatives} that have been created by you. |
| Grant.Derivative.TolerateOther. | = | [G/Z/para/s2] |
| Grant.Derivative.sec | = | {Grant.Derivative.YourLimit.sec} {Grant.Derivative.TolerateOther.sec} |
| Grant.Derivative. | = | [G/Z/Base] |
| Grant.Trademark.Ti | = | No Rights to Trademarks |
| Grant.Trademark.sec | = | Nothing in these {_Terms} is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with {_Creator} or the {_Project_NFT}s (“{DefT.Project_Trademarks}”). Unless you have our prior written approval, you may not use any {_Project_Trademarks} for any use that would require a license from us, including to register any domain names or social media accounts using any {_Project_Trademarks}, in any {_NFT_Media_Derivatives}, or to advertise or promote any other products or services. |
| Grant.Trademark. | = | [G/Z/Base] |
| Grant.Transfer.Ti | = | Transfer and Sublicensing |
| Grant.Transfer.LicenseFollowsNFT.sec | = | The licenses granted in these {_Terms} are non-transferrable, except that if you lawfully transfer ownership of your {_Project_NFT}, the license to the {_NFT_Media} in Section {Grant.License.Xnum} to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new owner of the {_Project_NFT} associated with such {_NFT_Media}. As a condition to sales, transfers or similar transactions of the {_Project_NFT}s, the transferee agrees upon the acquisition of the {_Project_NFT} that (a) the transferee is not a {_Restricted_Party} and (b) the transferee accepts these {_Terms}. |
| Grant.Transfer.SublicenseeQualification.0.sec | = | Further, if you choose to sublicense any of your licensed rights set forth in Section {Grant.License.Xnum} above, you are only permitted to do so if any such sublicensees agree |
| Grant.Transfer.SublicenseeQualification.1.sec | = | that they are not {_Restricted_Parties}, |
| Grant.Transfer.SublicenseeQualification.2.sec | = | to the same covenant not to assert as set forth in the second to last sentence of Section {Grant.Derivative.Xnum}, and |
| Grant.Transfer.SublicenseeQualification.3.sec | = | that if your licensed rights in Section {Grant.License.Xnum} are transferred (such as because you sell your {_Project_NFT}), then any such sublicenses you have granted in such licensed rights will automatically terminate. |
| Grant.Transfer.SublicenseeQualification. | = | [G/Z/ol-i/s3] |
| Grant.Transfer.BlockchainFork.sec | = | Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your {_Project_NFT}. |
| Grant.Transfer.BlockchainRecording.sec | = | In such case, any rights granted under these {_Terms} to owners of any {_Project_NFT} will only be granted to the lawful owners of such {_Project_NFT} whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in our sole discretion). |
| Grant.Transfer.sec | = | {Grant.Transfer.LicenseFollowsNFT.sec} {Grant.Transfer.SublicenseeQualification.sec} {Grant.Transfer.BlockchainFork.sec} {Grant.Transfer.BlockchainRecording.sec} |
| Grant.Transfer. | = | [G/Z/para/s4] |
| Grant.3PartyContent.Ti | = | {_Third_Party_Content} |
| Grant.3PartyContent.sec | = | The {_Creator} hereby represents and warrants to you that all of the copyrights in the {_NFT_Media} are owned by the {_Creator}, and does not contain (a) any artwork, images, video, content or other works of authorship, (b) logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by the {_Creator} (“{DefT.Third_Party_Content}”), provided that the foregoing shall not apply if the {_Creator} has obtained a license to such {_Third_Party_Content} consistent with the licenses under this Agreement or the {_Creator} has supplemented this NFT License with an additional license that governs your right to use such {_Third_Party_Content}. |
| Grant.3PartyContent. | = | [G/Z/Base] |
| Grant.Restrict.Ti | = | Restrictions |
| Grant.Restrict.FractionalInterest.sec | = | If a {_Project_NFT} is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the {_Project_NFT}, but are only granted to those who own all fractionalized interests in a {_Project_NFT} or as may otherwise be agreed by the owners of such fractionalized interests if each of such owners agree that (a) the owner is not a {_Restricted_Party} and (b) the owner accepts these {_Terms}. |
| Grant.Restrict.PurchaserQualification.1.sec | = | In order to purchase the {_Project_NFT} if you are an individual, you must be 18 years of age or older if the age of lawfully capacity of forming binding contracts is older in the relevant jurisdiction. |
| Grant.Restrict.PurchaserQualification.2.sec | = | If you are an entity, the individual agreeing to the {_Terms} must have the legal authority to bind the entity. |
| Grant.Restrict.PurchaserQualification.3.0.sec | = | If |
| Grant.Restrict.PurchaserQualification.3.1.sec | = | you are an individual, you agree on your own behalf and |
| Grant.Restrict.PurchaserQualification.3.2.0.sec | = | if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: |
| Grant.Restrict.PurchaserQualification.3.2.1.sec | = | is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“{DefT.OFAC}”), or any persons who are named on any list of sanctioned individuals or entities |
| Grant.Restrict.PurchaserQualification.3.2.2.sec | = | is (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws |
| Grant.Restrict.PurchaserQualification.3.2.3.sec | = | is resident in a country or jurisdiction under a U.S. embargo enforced by {_OFAC} (“{DefT.Restricted_Parties}”) |
| Grant.Restrict.PurchaserQualification.3.2.secs | = | {Grant.Restrict.PurchaserQualification.3.2.secs;and} |
| Grant.Restrict.PurchaserQualification.3.2. | = | [G/Z/ol-i/s3] |
| Grant.Restrict.PurchaserQualification.3. | = | [G/Z/ol-a/s2] |
| Grant.Restrict.PurchaserQualification. | = | [G/Z/paras/s3] |
| Grant.Restrict.sec | = | {Grant.Restrict.FractionalInterest.sec} {Grant.Restrict.PurchaserQualification.sec} |
| Grant.Restrict. | = | [G/Z/Base] |
| Grant.sec | = | |
| Grant. | = | [G/Z/Base] |
| Risk.Ti | = | DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION |
| Risk.Disclaim.Ti | = | Disclaimers |
| Risk.Disclaim.sec | = | {Risk.Disclaim.sec.lc} |
| Risk.Disclaim.sec.lc | = | Your access to and use of the {_Project_NFT} and {_NFT_Media} is at your own risk. Except as expressly set forth herein, to the maximum extent permitted under applicable law, {_Creator}, its parents, affiliates, partners, employees, officers, directors, contractors, agents, licensors and equityholders (the “{DefT.Creator_Entities}”) disclaim all warranties and conditions, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement in the {_Project_NFT}s and {_NFT_Media}. The {_Creator_Entities} make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, originality, security or reliability of the {_Project_NFT}s and {_NFT_Media}; (b) the operation or compatibility with any other application or any particular system, device, blockchain, digital wallet, hardware or marketplace; and (c) whether the {_Project_NFT}s and {_NFT_Media} will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (d) the deletion of, or the failure to store or transmit the {_Project_NFT}s and {_NFT_Media}. The {_Project_NFT}s and {_NFT_Media} are intended for consumer enjoyment, use and consumption only. |
| Risk.LimitLiability.Ti | = | Limitations of Liability |
| Risk.LimitLiability.sec | = | {Risk.LimitLiability.sec.lc} |
| Risk.LimitLiability.sec.lc | = | To the extent not prohibited by law, you agree that in no event will the {_Creator_Entities} be liable (a) for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the {_Project_NFT} or the {_NFT_Media}), however caused and under any theory of liability, whether under these terms or otherwise arising in any way in connection with the {_Project_NFT}s and {_NFT_Media} or these terms and whether in contract, product liability or tort (including strict liability or negligence) or otherwise, even if the {_Creator_Entities} have been advised of the possibility of such damage, or (b) for any other claim, demand or damages whatsoever resulting from or arising out of or in connection with these {_Terms} or the delivery, use or performance of the {_Project_NFT}s and {_NFT_Media}. The maximum aggregate liability of the {_Creator_Entities} for all damages and causes of action, whether in contract, tort (including strict liability or negligence) or otherwise, shall be the greater of (i) $1,000 or (ii) the amount you paid for your {_Project_NFT}. Some jurisdictions) do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. |
| Risk.Assumption.Ti | = | Assumption of Risk |
| Risk.Assumption.sec | = | {Risk.Assumption.sec.lc} |
| Risk.Assumption.sec.lc | = | The value of the {_Project_NFT}s is subjective, have no inherent value and therefor can be volatile. You agree to assume all risk associated with the use and value of the {_Project_NFT} and {_NFT_Media}. |
| Risk.BasisOfBargain.Ti | = | Fundamental Elements |
| Risk.BasisOfBargain.sec | = | {Risk.BasisOfBargain.sec.lc} |
| Risk.BasisOfBargain.sec.lc | = | The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the {_Creator_Entities} and you. |
| Risk.TemplateProviderDisclaimer.Ti | = | Template Provider Disclaimers |
| Risk.TemplateProviderDisclaimer.0.sec | = | You and {_Creator} each agree and acknowledge and agree that |
| Risk.TemplateProviderDisclaimer.1.sec | = | these terms are based on a template that has been provided for public use |
| Risk.TemplateProviderDisclaimer.2.sec | = | each party and its heirs, successors and assigns, irrevocably covenants and agrees not to assert or bring any suit, claim, demand or challenge against the providers of such template, their parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, service providers and licensors (the “{DefT.Template_Provider_Entities}”) in connection with these terms |
| Risk.TemplateProviderDisclaimer.3.sec | = | the availability of these terms shall not be construed as legal advice for any particular facts or circumstances and are not meant to replace consulting competent counsel who is aware of your specific facts and circumstances and those of {_Creator} |
| Risk.TemplateProviderDisclaimer.4.sec | = | these terms might not reflect all current updates to the law or applicable interpretive guidance |
| Risk.TemplateProviderDisclaimer. | = | [G/Z/ol-i/s4] |
| Risk.TemplateProviderDisclaimer.secs | = | {Risk.TemplateProviderDisclaimer.secs;and} |
| Risk.Indemnify.Ti | = | Indemnification |
| Risk.Indemnify.1.sec | = | By entering into these {_Terms} and accessing or using the {_Project_NFT}s or {_NFT_Media}, you agree that you shall defend, indemnify and hold the {_Creator_Entities} harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the {_Creator_Entities} arising out of or in connection with: (i) your violation or breach of any term of these {_Terms} or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the {_Project_NFT} or {_NFT_Media}; (iv) any modifications to or derivative works of the {_NFT_Media} you create, or (v) any fraud, negligence or wilful misconduct committed by you. |
| Risk.Indemnify.2.sec | = | For these limited purposes, the {_Creator_Entities} (other than the {_Creator}) are third party beneficiaries of the {_Terms}. |
| Other.Ti | = | ADDITIONAL PROVISIONS |
| AdditionalFeatures.Ti | = | Additional Features |
| AdditionalFeatures.sec | = | {_Creator} may choose to make additional features, access, content, items or other benefits available to owners of {_Project_NFT}s (“{DefT.Additional_Features}”). {_Creator} has no duty or obligation to provide you with any {_Additional_Features}, and you should not expect any {_Additional_Features} when acquiring a {_Project_NFT}. {_Additional_Features} may be subject to additional terms and conditions, which may be presented to you at the time they are made available. |
| TerminateLicense.Ti | = | Termination of License |
| TerminateLicense.1.sec | = | If you materially breach any of the provisions of these {_Terms}, {_Creator} may terminate all of the licenses granted to you under these {_Terms}. |
| TerminateLicense.2.sec | = | {_Creator} will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licenses shall terminate regardless of whether such notice is actually received. |
| TerminateLicense.3.sec | = | Upon the termination of your licenses, you shall cease all use of the rights granted in Article {Grant.Xnum}, including, without limitation, ceasing all marketing, distribution, or sale of goods, services and media that feature the {_NFT_Media} and shall cease all further use of the {_NFT_Media} (including any {_NFT_Media_Derivatives}), and all sublicenses you have granted in the {_NFT_Media} shall automatically terminate. |
| TerminateLicense.4.sec | = | The following sections shall survive the termination of these {_Terms} and shall continue in full force and effect subsequent to and notwithstanding any termination of these {_Terms} by {_Creator} or you: Sections {Grant.Trademark.Xnum}, {Grant.Transfer.Xnum}, {Grant.Restrict.Xnum}, {Risk.Disclaim.Xnum}, {Risk.LimitLiability.Xnum}, {Risk.Assumption.Xnum}, {Risk.BasisOfBargain.Xnum}, {Risk.TemplateProviderDisclaimer.Xnum}, {Risk.Indemnify.Xnum}, {Other.Misc.Xnum} and {Other.LawAndForum.Xnum}. |
| TerminateLicense.5.sec | = | Termination will not limit any of {_Creator}’s other rights or remedies at law or in equity. |
| Misc.Ti | = | Miscellaneous |
| Misc.1.sec | = | These {_Terms} constitutes the entire and exclusive understanding and agreement between {_Creator} and you regarding the {_Project_NFT} and {_NFT_Media} and supersedes and replaces any and all prior oral or written understandings or agreements between {_Creator} and you regarding the {_Project_NFT} and {_NFT_Media}. |
| Misc.2.sec | = | If any provision of these {_Terms} shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these {_Terms} and shall not affect the validity and enforceability of any remaining provisions. |
| Misc.3.sec | = | These {_Terms} and the licenses granted hereunder may be freely assigned by {_Creator}. |
| Misc.4.sec | = | Any purported assignment in violation of these {_Terms} will be null and void. |
| Misc.5.sec | = | No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. |
| LawAndForum. | = | [G/a16z-contracts/licenses/pr0b/Sec/Misc/LawAndForum/0.md] |
| Note | = | Supporting Definitions: |
| _ | = | [G/a16z-contracts/licenses/pr0b/Sec/_.md] |
| DefT. | = | [G/a16z-contracts/licenses/pr0b/Sec/DefT.md] |
| Risk.Disclaim. | = | [G/Z/Base] |
| Risk.LimitLiability. | = | [G/Z/Base] |
| Risk.Assumption. | = | [G/Z/Base] |
| Risk.BasisOfBargain. | = | [G/Z/Base] |
| Risk.TemplateProviderDisclaimer. | = | [G/Z/Base] |
| Risk.Indemnify. | = | [G/Z/para/s2] |
| Risk. | = | [G/Z/Base] |
| Risk.sec | = | |
| AdditionalFeatures. | = | [G/Z/Base] |
| TerminateLicense. | = | [G/Z/para/s5] |
| Misc. | = | [G/Z/para/s5] |
| Other. | = | [G/Z/Base] |
| Other.sec | = | |
| sec | = | {Intro.sec} |
| = | [G/Z/Base] | |
| Note | = | Cross-references: |
| Grant.Xnum | = | 1 |
| Grant.License.Xnum | = | {Grant.Xnum}.1 |
| Grant.Derivative.Xnum | = | {Grant.Xnum}.2 |
| Grant.Trademark.Xnum | = | {Grant.Xnum}.3 |
| Grant.Transfer.Xnum | = | {Grant.Xnum}.4 |
| Grant.Restrict.Xnum | = | {Grant.Xnum}.6 |
| Risk.Xnum | = | 2 |
| Risk.Disclaim.Xnum | = | {Risk.Xnum}.1 |
| Risk.LimitLiability.Xnum | = | {Risk.Xnum}.2 |
| Risk.Assumption.Xnum | = | {Risk.Xnum}.3 |
| Risk.BasisOfBargain.Xnum | = | {Risk.Xnum}.4 |
| Risk.TemplateProviderDisclaimer.Xnum | = | {Risk.Xnum}.5 |
| Risk.Indemnify.Xnum | = | {Risk.Xnum}.6 |
| Other.Xnum | = | 3 |
| Other.TerminateLicense.Xnum | = | {Other.Xnum}.2 |
| Other.Misc.Xnum | = | {Other.Xnum}.3 |
| Other.LawAndForum.Xnum | = | 3.4 |