License
Generative Goods NFT License
Introduction
This License Agreement (this “License”) for NFT art projects released by Generative Goods Inc., a Delaware corporation (“Generative Goods”) has been prepared to identify, and to help clarify, the rights and uses that the current owner (the “Owner,” “You,” or “Your”) of each authentic, non-fungible tokens minted by Generative Goods with its permission, and as recorded on the applicable blockchain (each such individual NFT, a “Generative Goods NFT”) is permitted to undertake using the design, and/or artistic output (each a “Artwork”) that is created in the minting of a Generative Goods NFT. By purchasing or otherwise accepting ownership of a Generative Goods NFT, You agree to the terms and conditions of this License, and any other terms referenced herein. Unless otherwise agreed to in writing between You and Generative Goods, if You do not accept these conditions, You must not accept ownership of, mint, purchase or otherwise use or interact with the Generative Goods NFT, or the Artwork, and are expressly prohibited from doing so. Nothing in this License gives an Owner or any third party any rights in or to the names, marks, or logos of Generative Goods, all of which are expressly reserved.
Ownership
Generative Goods owns all intellectual property rights (including copyright, trademark, service marks, logos, moral rights, etc.) in and to each NFT Project and in each Generative Goods NFT (collectively, the “Generative Goods IP”). The rights that any Owner has in and to an Artwork are limited to those described in this License. Generative Goods reserves all rights in and to the Generative Goods IP that are not expressly granted in this License. If You are not the current owner of a Generative Goods NFT, no rights to exploit or otherwise use any Artwork or image generated from a Generative Goods NFT are permitted under this License or otherwise, regardless of whether You were the previous owner of a Generative Goods NFT.
License
a. General Permitted/Encouraged Uses. Subject to an Owner’s continued compliance with the terms of this License, Generative Goods grants each Owner a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the individual NFT, and the design files generated by the NFT actually associated with Your Generative Goods NFT, solely for the following purposes: (i) for Your own personal, non-commercial use (ie. use as a screensaver or background, embroidering it at home or with a third party, posting on Your social media accounts, so long as the post does not seek or imply any product promotion); (ii) when storing or offering Your Generative Goods NFT for sale on a marketplace that permits the purchase and sale of Generative Goods NFTs, provided that the marketplace cryptographically verifies each Owner’s rights to display the image connected to the Generative Goods NFT to ensure that only the actual Owner can display the image; or (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of Generative Goods NFTs, provided that the website/application cryptographically verifies each Owner’s ownership of the image connected to Generative Goods NFT to ensure that only the actual Owner can display the image. The foregoing License is not sub-licensable except as expressly required for Owner to fulfill the purposes of the License.
b. Restrictions and Limitations on All Uses. You agree that You may not, nor permit, any third party to do or attempt to do, any of the foregoing without Generative Goods’ prior express written consent in each case: (i) modify any Artwork in any way, including, without limitation, cropping or otherwise altering in any manner a Artwork or any aspect of the NFT or Artwork, including, without limitation, the shapes, designs, attributes, or color schemes; (ii) use a Generative Goods NFT for any commercial use, including, but not limited to, advertisement, marketing, or sale of any third-party product or service, or otherwise in connection with any third-party product or service, including in any way that indicates, suggests, or implies an endorsement by Generative Goods of any of the foregoing; (iii) use a Generative Goods NFT in connection with images, videos, or any other content or media that depicts hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech, or that otherwise infringes upon the rights of others; (iv) use any Generative Goods NFT in movies, videos, or other media or as the basis for the creation of any other derivative work except solely for Your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artwork, except as expressly permitted by Generative Goods in writing; (vi) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to any Artwork or Generative Goods NFT; or (vii) otherwise utilize the Artwork or Generative Goods NFT for Your or any third party’s commercial benefit. This restriction will remain in place during the entirety of an Owner’s ownership of a Generative Goods NFT, and will survive the expiration or termination of this License.
Assumption of Risk
You acknowledge and understand that crypto currencies and digital based assets, including NFTs are inherently risky, and that by choosing to engage with digital assets, You agree, understand, and accept those risks. You acknowledge that Generative Goods, nor any of its affiliates, are not responsible for the website that hosts the Artwork, or any blockchain or distributed ledger on which a Generative Goods NFT is recorded, or for repairing, supporting, replacing or maintaining the same. You further understand and agree that we have no obligation to maintain any link or connection between the Generative Goods NFT, the Artwork or any products derived therefrom. We do not store, send, or receive crypto assets, including tokens available on any blockchain. Any transfer of cryptocurrency or digital assets occurs within the supporting blockchain, which We do not control. Due to rapidly changing pricing and fluctuating demand, increased regulation, and other variables, public blockchains and associated distributed ledgers can experience significant periods of network congestion, inconsistent, or slowed processing speeds, and unpredictable failures. As a result, transactions, including Your sale, assignment, donation, or other transfer of ownership of the Generative Goods NFT, may be: (i) irreversible, and losses due to fraudulent or accidental transactions may occur; and (ii) recorded on a public blockchain's distributed ledger at a time later than when You or We initiated the transaction involving the Generative Goods NFT. You agree not to hold Generative Goods, nor any of its affiliates, liable or responsible for any communication failures, disruptions, errors, distortions, inaccuracies, or delays that you may experience when engaging with any transactions involving a Generative Goods NFT, or the Artwork, regardless of how such transaction was initiated. No Generative Goods NFT, nor any associated Artwork is intended to be a “security” under any laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Company Act of 1940, each as amended.
Disclaimers
Unless otherwise separately undertaken by Generative Goods, to the extent possible, Generative Goods offers the Generative Goods NFTs and Artworks as-is and as-available, and makes no representations or warranties of any kind, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Generative Goods NFT, even if Generative Goods has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.
Terms and Termination
The license granted above applies only to the extent that You continue to be the Owner of the applicable Generative Goods NFT. If at any time You sell, trade, donate, give away, “burn,” transfer, or otherwise dispose of Your Generative Goods NFT for any reason, this License will immediately terminate with respect to the associated Artwork without the requirement of notice, and You will have no further rights in or to that Artwork. When the Artwork is legally transferred to a new Owner, as recorded on the applicable blockchain, the new Owner will thereafter be entitled to exercise the License set forth herein (as the same may be further revised), and references to “You” herein will thereafter be deemed to refer to the new Owner. If You exceed the scope of the License without entering into a broader license agreement with, or obtaining an exemption from, Generative Goods, You acknowledge and agree that: (i) You are in breach of this License; (ii) in addition to any remedies that may be available to Generative Goods at law or in equity, Generative Goods may immediately terminate this License, without the requirement of notice to You; and (iii) You will be responsible to reimburse Generative Goods for any costs and expenses incurred by Generative Goods during the course of enforcing the terms of this License against You (including reasonable attorneys’ fees and fees incurred recovering any judgment against You).
For any questions regarding this License, please contact Generative Goods at
109 W. San Antonio St. #143
Marfa Texas, 79843