Holy Ones NFT License Agreement

1. Your NFT

A simple explanation of this license agreement is that it gives “You” (defined below) the right to make use of certain artwork, and to permit others to do so if certain conditions are met. If You transfer the NFT to which this license relates, You must bring this license to the attention of the person You are transferring it to, so that they may gain the benefits of this license agreement.

This license agreement applies to the copyrighted works that are attached to “Your” (or “You”) non-fungible token (collectively, the “NFT”), originally created by Holy OnesXYZ Inc. (“Art Collective”). Your right to use the artwork that is a part of the NFT is contingent on Your compliance with this “License Agreement”. This license is exclusive, worldwide, and royalty-free. It may only be transferred or sublicensed in accordance with the terms below.

2. Copyright License

You shall be permitted to make use of the artwork and related materials associated with Your NFT, which may be verified using the smart contract that allows Your use, transfer, and possession of the NFT. The foregoing intellectual property is collectively referred to in this agreement as the “Copyrighted Works”, and Your rights are in the nature of a license. You may make use of the Copyrighted Works for any purpose provided below under the heading “Permitted Uses” but You may not use them in connection with any use enumerated under the heading “Prohibited Uses” below.

3. Permitted Uses

The permitted uses of Your NFT are: any purpose for which artwork is commonly used, including commercial use, provided that the use is in accordance with the terms of this license.

4. Prohibited Uses

The prohibited uses of Your NFT are: any purpose that is not lawful in Your jurisdiction, or is not lawful under the laws that govern this agreement.

5. Transferability

You may transfer this license to any other person, provided that they receive notice of this license, this license, and the NFT to which the Copyrighted Works are attached, at the same time.

6. Sublicensing

Artwork is made to be seen and enjoyed. You may sublicense Your rights with respect to Your NFT, but only if the terms of the sublicense that You grant abides by the following requirements:

  1. the sublicensee must make use of the Copyrighted Works in a way that requires making the NFT artwork available to be seen by the public or in another fashion that results in the artwork being regularly visible to more than one person, and, for greater clarity: the sublicensee may do so in a way that involves a fee being earned (e.g. displaying the artwork for a fee as part of a gallery); and,
  2. You only sublicense the right to commercially exploit the Copyrighted Works and You retain the right to personally use the Copyrighted Works on a personal, non-commercial basis; and,
  3. the sublicense is on an exclusive basis; and,
  4. You agree contractually with the sublicensee to transfer any proceeds from commercial exploitation to the blockchain address at which the NFT resides at the time of the payment being made, and that the payment(s) shall only be made using a blockchain-based payment methods, using the same blockchain as the one that the NFT uses (i.e. licensing revenues flow to the address of the NFT, using a cryptocurrency-based payment method); and,
  5. the sublicense may not be transferred or assigned.

7. Limitation Of Liability

The Art Collective shall not be liable to You, under any theory of law, or any cause of action, for more than the greater of a) 1,000,000 Colombian Pesos; or b) the aggregate purchase price of the NFTs purchased from the Art Collective.

You acknowledge that the above limitation on liability is a fair allocation of risk, and is a necessary and integral aspect of this license, and that the Art Collective would not be able to license the Copyrighted Works to You on the terms embodied in this agreement without limiting its ability in this manner.

8. Right To Assign

You may assign this license, provided that the assignment is in strict accordance with the terms of this license. The Art Collective may assign this license by providing You with notice at least 30 days in advance, or, if notice to You is impossible due to the technical nature of the NFT (or lack of contact information), by placing a notice on its publicly available website.

9. Governing Law And Choice Of Forum

This agreement shall be governed by the laws of the country of Colombia. Any dispute in relation to this contract or NFTs purchased from the Art Collective shall be heard and resolved in the courts of Medellin, Colombia.