IP RIGHTS
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DEFINITIONS
- “ART” means any digital creation, art, design, and drawings created by its author, and first released to the public by the creator, that may be associated with an NFT or an Ordinal that can be transferred or licensed to an owner (subject to the limitations set forth herein).
- "NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard or Bitcoin Ordinals, issued and tradable on a blockchain, including but not limited to Ethereum and the Bitcoin blockchain.
- "Ordinal" refers to a non-fungible, indivisible token inscribed on the Bitcoin blockchain, representing ownership and provenance of digital artifacts, leveraging the Ordinals protocol.
- “Creator” means the entity which released to the public the purchased NFT or Ordinal, and related art, on behalf of its author, and/or acquired those rights and interests, i.e., Cuddly Capybaras Inc.
- “Effective Date” means the date on which this agreement becomes attached to the NFT or Ordinal for the first time it is released and acquired, or thereinafter subsequently acquired, by the owner, and this agreement shall be deemed as entering into force on that date.
- “Owner” means the current owner of the NFT or Ordinal. In case of transfer of ownership, including via resale, the recipient becomes the sole owner of the purchased NFT or Ordinal. There can be several different owners of each NFT or Ordinal throughout time but only one owner at a time. Owner shall include the primary owner and all subsequent owners.
- “Own” means, with respect to an NFT or Ordinal, an NFT or Ordinal that one has purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, thus becoming the owner of the purchased NFT or Ordinal.
- “Primary Assignment” means the first assignment by the creator of those certain rights, title, and interest in the art to the primary owner, as detailed in Article 3 of the agreement, as defined hereinafter.
- “Primary Owner” means the individual or entity qualifying as owner on the effective date and party to the primary assignment.
- “Purchased NFT” or “Purchased Ordinal” means an NFT or Ordinal that one has purchased, or acquired in any way, and thus owns.
- “Resale” means the sale by the owner of the purchased NFT or Ordinal, and rights to the art, to a subsequent buyer, which shall own the purchased NFT or Ordinal and rights to the art (to the extent the rights to the art were transferable upon sale) upon its effective purchase and thus become its new owner.
- “Secondary Assignment” means, in case of resale, any and all assignment by the owner of all its rights, title, and interest in and to the intellectual property rights on the art (to the extent actually assignable) to the subsequent buyer of the purchased NFT or Ordinal.
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PURPOSE
This Ownership Assignment Agreement is intended to govern the terms and conditions under which rights, title, and interest in and to the intellectual property rights on the art, to which this Agreement is attached, are assigned. This includes art associated with both non-fungible tokens (NFTs) and ordinals inscribed on blockchains, including but not limited to Ethereum and the Bitcoin blockchain.
The Agreement shall oversee the primary assignment under which the creator assigns to the primary owner certain intellectual property rights on the art, as well as all secondary assignments between the owner and subsequent buyers of the purchased NFT or Ordinal, where applicable. The Agreement shall be effective as of the Effective Date and shall remain in force as long as it is still attached to the purchased NFT or ordinal. By acquiring the purchased NFT or ordinal, and related art, in any way whatsoever, the owner hereby acknowledges having read the content of this Agreement and agrees to abide by its terms and conditions set forth herein.
This Agreement shall apply to the primary assignment and all secondary assignments to the extent no other written agreement has been concluded between the parties to such an assignment. In case of contradiction between a specific agreement and this general agreement, the provisions of the specific agreement shall prevail.
In creating this Agreement, Cuddly Capybaras acknowledges the evolving and changing nature of how people create, use, and monetize their digital assets, including NFTs and Ordinals. We have developed this Agreement with the intent to protect the hard work and creativity of the creators, on one hand, while granting owners the freedom and flexibility to fully enjoy their digital assets and related art. We are open to our community's feedback on this Agreement and may revise and publish amended versions from time to time to adapt to the evolving digital landscape.
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COMMUNITY ENGAGEMENT AND PROJECT PROMOTION
At Cuddly Capybaras, we believe in the strength and vibrancy of our community. We are eager to learn about your experiences and creative projects involving our Cuddly Capybaras digital assets, including both NFTs and ordinals. We invite you to share with us any photographs, digital art, screenshots, or other forms of media featuring your Cuddly Capybaras assets. If you're open to having your content shared within our community, please submit it to our designated platform.
Moreover, we are enthusiastic about supporting and promoting your Cuddly Capybaras-related projects, whether they are personal, non-commercial endeavors or commercial ventures. If you are embarking on a project that involves commercial use of your Cuddly Capybaras digital asset, we ask that you inform us by providing a description of your project. This allows us to ensure that your project aligns with this Agreement, approve it, and explore ways we can support your initiative.
Should your project anticipate exceeding the annual gross revenue threshold of $300,000 from commercial usage, we require you to reach out to us within thirty (30) days of this expectation. This communication is crucial for discussing the potential need for a broader license agreement or an exemption to ensure compliance with this Agreement.
As the creator, Cuddly Capybaras retains the rights to audit, grant, or deny exemptions and further or broader licenses at our discretion. We aim to protect the integrity of our community and the creative endeavors it fosters.
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LICENSING AND USAGE RIGHTS
Personal and Non-Commercial Use
In appreciation of the acquisition price and contingent upon the primary owner’s adherence to the terms of this Agreement and all relevant laws, Cuddly Capybaras grants a limited, worldwide, non-exclusive license to the primary owner. This license allows for the copying, accessing, and personal use of their Cuddly Capybaras NFT or ordinal and the associated art for non-commercial purposes. It is imperative that the primary owner maintains all copyright and proprietary notices intact.
Commercial Use
For commercial endeavors, the primary owner is endowed with a limited, worldwide, nonexclusive license. This license permits the copying, accessing, and commercial exploitation of the Cuddly Capybaras NFT or ordinal and related art. The scope of this license includes the right to produce and market goods and services that incorporate, contain, or are derived from the image of the Cuddly Capybaras NFT or ordinal, provided that these commercial activities do not generate more than $300,000 in gross revenue within any twelve-month period. Should the revenue exceed this amount, an exemption or a more extensive license must be expressly granted by Cuddly Capybaras.
This commercial license also extends to sublicensing rights, allowing the primary owner to sublicense the use of their Cuddly Capybaras NFT or ordinal for third-party goods and services within the same financial constraints. Any sublicensing or commercial use must strictly adhere to the values and reputation of the Cuddly Capybaras brand, avoiding any association with content that could be considered offensive, derogatory, or otherwise harmful.
Conditions and Restrictions
The primary owner, including any sublicensees, is prohibited from modifying the Cuddly Capybaras NFT or ordinal or presenting it in any manner that could be deemed offensive, harmful, or contrary to community values. Usage of the Cuddly Capybaras name, logos, or related trademarks for commercial purposes requires explicit approval from Cuddly Capybaras. The primary owner is not permitted to assert additional intellectual property rights over the Cuddly Capybaras NFT or ordinal beyond those outlined in this Agreement. Cuddly Capybaras is dedicated to fostering a community that respects creativity and innovation while ensuring that the usage of digital assets aligns with our brand's values and standards.
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WARRANTIES AND INDEMNITY
Owner Responsibilities
Upon engaging in any form of commercial use under the granted licenses, the primary owner affirms their commitment to conduct business legally. This includes the establishment of any necessary corporate entities, compliance with applicable laws, and adherence to the jurisdictional requirements where their activities are conducted. Furthermore, the primary owner guarantees they possess the requisite authority to undertake these commercial endeavors, including securing adequate insurance to cover their obligations towards customers and any indemnification responsibilities towards Cuddly Capybaras.
Sublicensing Responsibilities
In instances where the primary owner extends sublicensing rights for commercial use of their Cuddly Capybaras NFT or ordinal, they must ensure that the sublicensee adheres to all legal requirements, including corporate formation, compliance with laws, and securing appropriate insurance. The primary owner must confirm their authority to grant such sublicenses and ensure the sublicensee's activities do not compromise Cuddly Capybaras' values or reputation.
Indemnification
The primary owner, herein referred to as the "Indemnifying Party," is obligated to indemnify, defend, and hold harmless Cuddly Capybaras and its affiliates from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees, arising from the commercial use or sublicensing of the Cuddly Capybaras NFT or ordinal. This includes any breach of warranties, representations, or obligations stated in this Agreement.
Legal Compliance
The primary owner is expected to ensure that all commercial activities, including those undertaken by sublicensees, comply with applicable laws and regulations. This commitment extends to respecting the intellectual property rights of third parties and adhering to the ethical and community standards established by Cuddly Capybaras.
By engaging with Cuddly Capybaras' digital assets, the primary owner agrees to uphold the highest standards of integrity and responsibility, reflecting the values and ethos of the Cuddly Capybaras community.
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DURATION AND TERMINATION OF LICENSES
License Duration
The licenses granted for the use of Cuddly Capybaras NFTs or ordinals and the associated art are effective from the moment the primary owner acquires the digital asset and remain valid as long as the primary owner retains ownership. These licenses are designed to encourage creativity and engagement within the community, while ensuring respect for the intellectual property rights of creators and the Cuddly Capybaras brand.
Termination Conditions
- Ownership Change: The licenses granted herein automatically terminate if the primary owner ceases to own the Cuddly Capybaras NFT or ordinal. Upon transfer, sale, or any other form of ownership change, all rights and licenses revert and the new owner must agree to the terms of this Agreement to activate their licenses.
- License Breach: Should the primary owner or any sublicensees exceed the boundaries of their licenses without securing an exemption or broader agreement with Cuddly Capybaras, they acknowledge that such actions constitute a breach of this Agreement. In response, Cuddly Capybaras reserves the right to terminate the licenses immediately, without notice.
- Enforcement and Compliance Costs: In the event of a breach, the primary owner is responsible for compensating Cuddly Capybaras for any costs incurred in enforcing the terms of this Agreement, including legal and accounting fees.
License Reinstatement
Following termination due to a breach, the primary owner may seek reinstatement of their licenses by rectifying the breach where possible, and with the express consent of Cuddly Capybaras. Reinstatement is at the sole discretion of Cuddly Capybaras and may require additional terms to be agreed upon.
Commitment to the Community
Cuddly Capybaras is dedicated to fostering a supportive and creative community. We encourage all members to engage with and enjoy their digital assets responsibly, adhering to the terms set forth in this Agreement to ensure a positive and inclusive environment for all.
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PROPERTY RIGHTS AND OWNERSHIP
Full Ownership of Digital Assets
The acquisition of a Cuddly Capybaras NFT or ordinal confers upon the primary owner the complete ownership of the digital asset. This includes the right to display, sell, and transfer the NFT or ordinal within the bounds of applicable laws and the terms of this Agreement. It is important to note, however, that while ownership of the digital asset is transferred, the underlying intellectual property rights, including copyright, remain with the original creator or Cuddly Capybaras, as applicable.
Limited License
Ownership of a Cuddly Capybaras NFT or ordinal grants the owner a limited, non-exclusive license to use, copy, and display the art associated with their digital asset for personal and, under certain conditions, commercial purposes as outlined in this Agreement. This license is specific to the art and does not extend to the Cuddly Capybaras trademarks or other intellectual property unless explicitly stated.
Intellectual Property
The Cuddly Capybaras name, logos, and any associated trademarks are the sole property of Cuddly Capybaras. The use of these trademarks, except as permitted under this Agreement for non-commercial purposes or otherwise authorized by Cuddly Capybaras, is strictly prohibited.
Transfer of Rights
Upon the sale or transfer of a Cuddly Capybaras NFT or ordinal, the seller is obliged to inform the buyer of the terms of this Agreement. The buyer, by acquiring the digital asset, agrees to these terms, including the limitations on the use of associated art and intellectual property rights. It is the seller's responsibility to ensure that the buyer is fully aware of and agrees to comply with these conditions.
Protection of Intellectual Property
Cuddly Capybaras is committed to protecting its intellectual property and the rights of its creators. Unauthorized use of Cuddly Capybaras digital assets, art, or trademarks is subject to enforcement actions, including legal proceedings to prevent infringement and protect the interests of the community and individual creators.
By engaging with Cuddly Capybaras digital assets, owners agree to respect the intellectual property rights established in this Agreement, fostering an environment of creativity and respect within the Cuddly Capybaras community.
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TRANSFER AND SECONDARY MARKET SALES
Right to Resell
Owners of Cuddly Capybaras NFTs or ordinals are entitled to resell their digital assets on any platform or marketplace that supports the sale and purchase of such items. It is the owner's responsibility to choose a marketplace that ensures the integrity of the transaction and the verification of ownership to maintain the trust and security of the community.
Ensuring Continuity of Rights
When an owner decides to sell or transfer their Cuddly Capybaras digital asset, they must ensure that the subsequent buyer is fully informed of, and agrees to, the terms of this Agreement. This includes all conditions related to the use, copying, and display of the associated art and any limitations on commercial use.
Automatic Creator Royalties
Marketplaces facilitating the resale of Cuddly Capybaras NFTs or ordinals should ideally support the automatic distribution of royalties to Cuddly Capybaras. This ensures that creators are fairly compensated for their work and can continue contributing to the community. While not all platforms may offer this functionality, sellers are encouraged to prioritize those that do, aligning with the spirit of supporting the creative ecosystem.
Intellectual Property Rights Transfer
The sale or transfer of a Cuddly Capybaras NFT or ordinal includes the transfer of the limited use rights associated with the digital asset as specified in this Agreement. The seller must ensure that the buyer understands these rights and restrictions. Full intellectual property rights, apart from those explicitly granted through ownership of the NFT or ordinal, remain with Cuddly Capybaras or the original creator.
Maintaining the Integrity of the Community
Cuddly Capybaras is dedicated to fostering a respectful and collaborative community. Owners, when selling or transferring their digital assets, are expected to act in a manner that upholds the values and standards of the community. This includes conducting transactions in good faith and ensuring that all parties involved are aware of and agree to the terms set forth in this Agreement. By participating in the resale or transfer of Cuddly Capybaras digital assets, all parties affirm their commitment to these principles, ensuring a positive and supportive environment for creators, owners, and enthusiasts alike.
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COMPENSATION AND REVENUE SHARING
Initial Purchase Consideration
When a Cuddly Capybaras NFT or ordinal is purchased, it is understood that the price paid (the "Purchase Price") encompasses not only the digital asset itself but also the intellectual property rights granted under the terms of this Agreement. This Purchase Price is considered full and final compensation for the primary acquisition from Cuddly Capybaras or through any secondary market transactions.
Creator Royalties on Secondary Sales
Cuddly Capybaras champions the principle of ongoing support for its creators. As such, a predefined percentage of any resale price (the "Royalty") will be allocated as compensation to the creators of the NFTs or ordinals. Sellers are encouraged to use platforms that automate this Royalty distribution to ensure creators are fairly remunerated for the continued value their work provides.
Transparent Transactions
Owners and sellers of Cuddly Capybaras digital assets are expected to engage in transactions transparently, ensuring that all aspects of the sale, including the applicable Royalty, are clearly communicated and agreed upon by all parties involved. This transparency supports the integrity of the Cuddly Capybaras ecosystem and the fair compensation of creators.
Revenue Sharing Framework
The specific Royalty percentage and any potential adjustments over time will be communicated by Cuddly Capybaras, reflecting our commitment to fairness and sustainability within the digital art marketplace. This framework is designed to adapt to the evolving landscape of digital assets while ensuring creators are rewarded for their contributions.
Compliance with Terms
All parties participating in the purchase, sale, or resale of Cuddly Capybaras digital assets agree to adhere to the compensation structure outlined in this Agreement. Failure to comply with these terms may result in actions taken by Cuddly Capybaras to enforce the Agreement and protect the rights and compensations of creators.
By engaging with the Cuddly Capybaras marketplace, owners acknowledge their role in a larger community that values creativity, fairness, and the ongoing support of artists and creators.
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RESPECT FOR MORAL RIGHTS
Cuddly Capybaras recognizes and upholds the moral rights of artists and creators associated with the digital art and NFTs or ordinals within our ecosystem. These rights are designed to protect the personal and reputational connection between creators and their creations, ensuring their work is respected and preserved in accordance with their intentions.
Acknowledgment of Authorship
Owners of Cuddly Capybaras digital assets must acknowledge the creator's authorship in any display, replication, or derivative work of the associated art. This includes, but is not limited to, crediting the creator in exhibitions, digital displays, or promotional materials related to the digital asset.
Integrity of the Work
Cuddly Capybaras commits to protecting the integrity of the art associated with its NFTs or ordinals. Owners and creators must refrain from any modification, distortion, or other alteration that could harm the creator's honor or reputation. Any adaptations or derivative works must respect the original creator's moral rights, ensuring the art's essence and message remain intact.
Perpetual and Inalienable Rights
The moral rights granted to creators are perpetual, inalienable, and must be respected by all parties involved in the ownership, transfer, or utilization of Cuddly Capybaras digital assets. Owners agree to uphold these principles, contributing to an environment that values and honors the creative expressions within the Cuddly Capybaras community.
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TRADEMARK USAGE AND PROMOTIONAL GUIDELINES
Cuddly Capybaras is dedicated to fostering a vibrant community around its digital assets. Owners are encouraged to actively promote and share their experiences with their Cuddly Capybaras NFTs or ordinals, within the guidelines established to protect the brand and its intellectual property.
Use of Trademarks and Branding
The Cuddly Capybaras name, logos, and related trademarks are protected intellectual property. Owners may reference Cuddly Capybaras in a factual manner when promoting or discussing their NFT or ordinal. However, any use of Cuddly Capybaras trademarks for commercial purposes requires explicit written consent from Cuddly Capybaras to ensure alignment with brand values and messaging.
Promotional Activities
Owners are welcome to engage in promotional activities that highlight their Cuddly Capybaras digital assets for non-commercial purposes. When doing so, they should ensure that such activities do not imply endorsement or sponsorship by Cuddly Capybaras unless such support has been formally agreed upon.
Protecting the Brand
Cuddly Capybaras reserves the right to monitor and, if necessary, take action to protect its intellectual property and brand identity. This includes addressing any unauthorized use of trademarks or any promotional activities that could misrepresent the brand or negatively impact the community.
By engaging with Cuddly Capybaras digital assets, owners accept the responsibility to use the brand's trademarks respectfully and in accordance with these guidelines, ensuring that the collective experience within the Cuddly Capybaras community remains positive and supportive.
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COLLABORATION AND PROTECTION
Cuddly Capybaras and the asset owner commit to working together in a spirit of mutual respect and cooperation to uphold and protect the art associated with Cuddly Capybaras digital assets, including any derivative works. This collaboration is essential in addressing any legal challenges or infringement issues that may arise, ensuring the art's integrity and the intellectual property rights are preserved.
In instances where the art's rights are threatened, and the owner does not take appropriate action despite notification from Cuddly Capybaras, Cuddly Capybaras reserves the right to undertake necessary legal actions to defend and secure these rights. This may include litigation to protect the art from infringement or other violations of intellectual property rights.
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APPLICABLE LAW AND JURISDICTION
This Agreement is constructed with the intention of being fully compliant and enforceable under applicable laws. Should any part of this Agreement be found illegal, invalid, or unenforceable, it will be modified or removed to the extent necessary to correct such issues while preserving the original intentions of the parties involved as closely as possible.
The interpretation, enforcement, and validity of this Agreement, along with the rights and obligations of the parties, are governed by the laws of the United States of America, with federal law addressing federal questions and the laws of the State of Delaware addressing state law questions. This choice of law is intended to provide a consistent legal framework within which the terms of this Agreement can be applied and enforced.