License Agreement
This license agreement (this “**Agreement**”) sets out the terms relating to the grant of a license in certain intellectual property in Lil Melonz, which is a collection of 8,888 digital collectable tokens using the ERC-721 token standard, which is more commonly known as non-fungible tokens (“**Lil Melonz NFTs**”). Lil Melonz NFTs have been minted via a smart contract deployed on the **Ethereum** blockchain at address [*to be revealed at mint*] (the “**Smart Contract**”). Lil Melonz NFTs contain metadata which are associated with digital art created by the Creator (as defined below) (the “**Artwork**”). For the purposes of this Agreement, the “**Licensed NFT Artwork**” refers to the Artwork (in its entirety) specifically, directly and identifiably associated with the Lil Melonz NFT owned by you in totality and not any individual component of the Artwork.
This Agreement, which contains legally binding provisions, is initially entered into between:
**Lil Melonz, LLC**, a company incorporated under the laws of North Carolina, USA (“**Creator**”); and
* the individual or entity who is the recorded owner of **Lil Melonz NFTs with token ID [####]** and who has expressly accepted the terms of this Agreement by purchasing a Lil Melonz NFT (“**you**”).
Purchasing a non-fungible token does not automatically grant you any intellectual property rights or licenses to any artwork depicted by the non-fungible token. Accordingly, you agree to enter into this Agreement in order to be granted the right to use the Licensed NFT Artwork. Individuals and entities who subsequently become owners of Lil Melonz NFTs using a secondary marketplace that supports creator fees may enter into this Agreement by proof of purchase, subject to the verification of ownership of one or more Lil Melonz NFTs through a process specified by the Creator in its sole discretion.
WHEREAS:
A. The Smart Contract maintains a record of which digital wallet is the owner of a specific Lil Melonz NFT. Accordingly, when you purchase a Lil Melonz NFT on a secondary marketplace or receive a Lil Melonz NFT by way of a transfer, your ownership of that specific Lil Melonz NFT is recorded by the Smart Contract. Holding a Lil Melonz NFT grants you the non-exclusive right to hold, sell, transfer and carry out blockchain transactions involving that Lil Melonz NFT (“**Your Lil Melonz NFT**”).
B. The Creator retains absolute ownership of all intellectual property rights, title and interest in the Artwork of the Lil Melonz NFTs, including but not limited to copyrights, trademarks, goodwill and other intellectual property rights.
C. You are granted a license on the terms set out in this Agreement to use the Licensed NFT Artwork for as long as you own the relevant Lil Melonz NFT. As between you and the Creator, you own all rights, title and interest in and to any modifications, revisions, adaptations or transformations based upon Your Lil Melonz NFT during the Term (as defined below) (“**Derivative Works**”), provided that (i) the Creator retains the ownership of all intellectual property rights in the Licensed NFT Artwork; or (ii) your use of any Derivative Works during and after the Term is subject to the terms of the License (as defined below).
You and the Creator agree as follows:
1. License.
a. Subject to the terms of this Agreement and provided that you have acquired Your Lil Melonz NFT lawfully, the Creator hereby grants to you during the Term (as defined below) a non-exclusive, non-transferrable, sublicensable, universe-wide, royalty-free license to use the Licensed NFT Artwork in any and all formats and media, by any and all technologies and means of delivery, for any and all purposes whatsoever, excluding the commercialization (licensing for commercial use must be approved by the Creator prior to launching the endeavor and written consent must be received).
b. You agree to allow the Creator to, upon request with reasonable notice, audit your personal use of the Creator IP Rights associated with the Licensed NFT Artwork. In connection with such audit, you agree to carry out all acts and produce all documents as reasonably requested by the Creator. Such audit shall be at the Creator’s own cost and expense.
c. Except as expressly provided herein, ownership of a Lil Melonz NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your Lil Melonz NFT.
d. The License is subject to, and conditional upon your continued compliance with, the following restrictions and qualifications:
The License extends only to the Licensed NFT Artwork. Therefore, while the License allows you to create and exploit the Derivative Works, the License does not grant you rights in any individual element (such as the features, attributes, properties, or traits) of Your Lil Melonz NFT or the Licensed NFT Artwork or a license to exploit any individual element separate and apart from Your Lil Melonz NFT (such as the features, attributes, properties, traits and other elements of other Lil Melonz NFTs).
2. The License does not grant you any rights in or to any trade names, logos, brands or trademarks of the Creator or any of its affiliates (“**Creator Brand IP Rights**”), all of which are expressly reserved to the Creator and its respective affiliates. This means that to the extent that the Licensed NFT Artwork contains any Creator Brand IP Rights, you will need to blur or edit out such Creator Brand IP Rights prior to any use of the Licensed NFT Artwork unless you receive additional written permission from the Creator. You hereby agree that any Creator Brand IP Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to the Creator or an affiliate designated by the Creator.
3. The License does not grant you any rights to use the business name of “Lil Melonz” or any other business name of the Creator and its affiliates, all of which are exclusively reserved to the Creator and its affiliates. The License does not grant you any right to represent yourself as being associated with the Creator or any of its affiliates in any capacity. Specifically, nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and the Creator, and neither you nor the Creator will have authority to contract for or bind the other in any manner whatsoever.
4. You may not use the Licensed NFT Artwork (i) on any physical or digital tobacco, pharmaceutical or regulated product; (ii) on any physical or digital weapons or other items which may represent or are associated with war (iii) in a manner that expresses hate or prejudice or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability; or (iv) any manner which would bring the Creator into disrepute.
5. You may not use the Licensed NFT Artwork in a manner that violates any applicable law.
6. While your right to use the Licensed NFT Artwork under the License is royalty-free, you agree to pay a creator fee (otherwise known as a resale royalty) when you buy or sell the Lil Melonz NFTs. The Creator has selected 7.3% as the percentage of creator fees. These creator fees are deducted each time a Lil Melonz NFT is sold on a secondary marketplace that supports such creator fees. You undertake not to transfer your ownership in any of Your Lil Melonz NFTs in any manner which would purposefully result in you failing to pay the creator fees in full. For the avoidance of doubt, you are not prohibited from gifting Your Lil Melonz NFTs to another person or making a transfer that is not for the purpose of circumventing the payment of creator fees.
7. As a continuing condition of receiving the rights under this License, you agree to the collection and payment of creator fee to the Creator when you buy and sell the NFT. You agree that you will not use Your Lil Melonz NFTs and the Licensed NFT Artwork in any way that circumvents the payment of creator fees in the sale of Your Lil Melonz NFTs. You agree that you will not offer to sell or sell Your Lil Melonz NFTs in a manner which would result in the Creator not being paid the creator fee of 7.3% by a website, app, intermediary, marketplace, platform, or exchange (collectively, “**marketplace**”). You agree that offering to sell or selling Your Lil Melonz NFTs on a marketplace that does not mandate the collection of creator fees constitutes a breach of this License. Additionally, if you sell Your Lil Melonz NFTs in a manner which does not result in the Creator being paid the creator fees, you agree to pay the amount of creator fees to the Creator which would have been payable had you complied with this Agreement.