Terms of service
The terms of service detailing two services agreement
AGREEMENT ONE : ART LICENSE [PFP]
The copyright terms of assignment of the associated NFTANIAN NFT
AGREEMENT TWO : EGG TECH LICENSE
Licensing terms for the use of NFTANIA's FINGERPRINTING TECHNOLOGY
AGREEMENT ONE
ART LICENSE [PFP]
“Art” means any art, design, and drawings that may be associated with an NFT that you Own could be used interchangeably with the word PFP. "NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard. “Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. “Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art. “Purchased NFT” means an NFT that you Own. “Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
OWNER'S RESPONSIBILITY
By using NFTANIA's website and its affiliates, you are acknowledging the sole responsibility for any and all transactions involving NFTANIANS digital collectibles.
Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval.
Furthermore,as the NFTANIA smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions. This website and its connected services are provided “as is” and “as available” without warranty of any kind.
ART OWNERSHIP
When you purchase a NFTANIAN, you own the NFT, each NFTANIAN is an NFT on the Ethereum blockchain which you get to completely own its underlying Art as well.
Ownership of a NFTANIAN NFT is entirely transacted by our published Smart Contract residing and operating on the Ethereum Network: NFTANIA will not seize, freeze, or modify the ownership of any NFTANIAN after an owner rightfully owns it.
ART SCOPE OF USAGE
Provided to your continued compliance with the terms set forward in the Terms of Service. The owner of a NFTANIAN art PFP (Profile Picture NFT) has two scopes of usages, personal and commercial.
Personal Usage
NFTANIA grants you a worldwide, royalty-free license to use, copy, and display the purchased Art (PFP), along with any extensions that you choose to create or use, solely for the following purposes:
(a) for your own personal, non-commercial use;
(b) as part of a marketplace that permits the purchase and sale of your NFTANIAN / NFT, provided that the marketplace uses cryptography verification for each NFTANIAN owner’s rights to display the Art for their NFTANIAN to ensure that only the actual owner can display the Art; or
(c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTANIAN, provided that the website/application cryptographically verifies each NFTANIAN owner’s rights to display the Art for their NFTANIAN to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the NFTANIAN leaves the website/application
.
(d) Having Art and PFP extensions only as defined in the header section of this agreement
Commercial Usage.
Subject to your continued compliance with these Terms, NFTANIA grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from :
(a) owning or operating a marketplace that permits the use and sale of NFTANIAN generally, provided that the marketplace using cryptographic verification that each NFTANIAN owner’s rights to display the Art for their NFTANIAN to ensure that only the actual owner can display the Art; (
(b) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTANIANS generally, provided that the third party website or application cryptographically verifies each NFTANIAN owner’s rights to display the Art for their NFTANIAN to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFTANIAN leaves the website/application; or
(c) earning revenue from any of the foregoing.
(d) Having Art and PFP extensions only as defined in the header section of this agreement
CONNECTION TO TECHNOLOGY
Owning a NFTANIAN ERC-721 from NFtanian is by no means a license to use its technology, which requires the holder to own a token license called an EGG in the form of an ERC-1155 token as detailed in the Technology Licensing agreement below.
DISCLAIMER
You expressly understand and agree that your purchase, access to and use of the NFT is at your sole risk, and that the NFT is provided “as is” and “as available” without warranties of any kind, whether express or implied. to the fullest extent permissible pursuant to applicable law, we make no express warranties and hereby disclaim all implied warranties regarding the NFT and any part of it (including, without limitation, the art, any smart contract, or any external websites),including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and Licensors do not represent or warrant to you that:
(i) the NFT will meet your requirements,
(ii) your access to or use of the NFT will be uninterrupted, timely, secure or free from error,
(iii) the NFT or any content,services, or features made available thereby, are free of viruses or other harmful components, or
(iv) that any data that you disclose when you purchase, use or access the NFT will be secure. some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.
You accept the inherent security risks of providing information and dealing online over the internet and on blockchain networks, and agree that we have no liability or responsibility for any breach of security unless it is due to our willful misconduct.c. we will not be responsible or liable to you for any losses you incur as the result of your use of the Ethereum network nor do we have no control over and make no guarantees regarding any smart contracts.
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AGREEMENT TWO
EGG TECHNOLOGY LICENSING
Owning a NFTANIAN EGG NFT (ERC-1155) effectively represents a "License to Use" or permit to use NFTANIA's fingerprinting technology . Therefore, this Agreement between the Licensor "NFTANIA" and the Licensee "EGG TOKEN HOLDER" represents the terms and conditions for this licensing arraignment in detail.
WHEREAS Licensee wishes to obtain the right to use the Licensor's fingerprinting technology, in the form of an "EGG"; whereby each EGG embodies one license key to mint authentication IDs called fingerprints of physical items, assets or nearly any tangible fungible.
In case an EGG is used to extract an object fingerprint "Fingerprint Mining" its deemed as a HATCHED EGG and the license to Mine a new additional fingerprint per that EGG becomes consumed. A consumed EGG license perishes to exist as its ERC-1155 transforms into a HATCHED EGG of type ERC-721 and is said to contain the objects Mined Fingerprint. The license usage, therefore, will become confined in verification features only to verify as whether the HATCHED EGG stored fingerprint matches or mismatches that of the scanned object fingerprint.
NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, the parties agree as follows:
0. PURPOSE OF LICENSE
The license of one EGG representing the ability by licensing to use Licensor's own apps to read and verify objects fingerprints in according to Licensor 's own product specification as detailed in this website.
1. The License
Subject to the terms of this Licensing Agreement, Licensor hereby grants to Licensee, for the internal use of Licensee only, a personal, non-transferable and non-exclusive license to use the Fingerprinting Software, solely in web app format accessible via apps of smartphone devices and not in executable object source code format.
1.1 License Fees
The Licensee shall pay Licensor One NFTANIAN EGG (ERC-1155) for use of it’s Equipment. Some form of Royalties may be collectible by Licensor for each EGG sales a Licensee may perform, Royalties terms and amount will be constructed in the EGGS smart contract as a form of IP License fees, these royalties are denoted as Secondaries.
1.2 Transfer-ability
Being in ERC token format, the EGG and HATCHED EGG licenses are deemed transferable to other users as they can be sold and bought like any other crypto-token. Once a new owner of the EGG, this owner becomes obliged to the terms and conditions of this agreement withstanding the original owner of the same EGG is expected to abide to the surviving terms herein. In effect transferring of the EGG the token represents a termination of the agreement form the licensee side but without violating other sections of the agreement, see Section 3.4
2. WARRANTY,LIABILITY, INDEMNITY
2.1 No Warranties or Conditions
Licensor does not represent that the use of the license by Licensee will produce results other than those intended by acquiring the license, or that an "EGG" license will be fit for the licensee's own specific aims and purposes, or that the license will not cause any damage or harm, it being the intention of the parties that no liability whatsoever will attach to Licensor out of Licensee’s use or inability to use the license. Licensor expressly disclaims any implied warranty or condition of merchantability or fitness for a particular purpose with respect to the Equipment.
2.2 No Recourse
Licensee shall have no recourse against Licensor, whether by way of any claim, suit or action for any loss, liability, damage, or cost that Licensee may suffer or incur at any time, by reason of its use or inability to use the license.
2.3 Limit on Liability
In no event will Licensor be liable to Licensee for any indirect,incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data or other commercial or economic loss, arising out of any breach of this Agreement, any use or inability to use the EGG Tokens, or any claim made by a third party, even if Licensor has been advised of the possibility of such damage or claim.
2.4 Indemnity
Licensee shall hold Licensor harmless from any Claim for any personal injury (including death) or loss of or damage to any property caused by any act or omission of Licensee, its licensed affiliates, sub-contractors, agents or employees (collectively the “Licensee’s Representatives”) in connection with or related to Licensee’s or Licensee’s Representatives’ use of the EGG.
3. TERM& TERMINATION
3.1 Term
This Agreement shall terminates in accordance with the provisions of termination conditions set forward in this agreement
3.2 Termination by Licensee
License may terminate this Agreement by not owning any EGG license tokens provided that non has been used to create objects fingerprints. The licensee can terminate the agreement but not the prevailing terms set-forward by no longer owning any EGG licenses dispatched to other users using known cryptographic blockchain transactional operations on the Ethereum network.
3.3 Termination by Licensor
Licensor may terminate this Agreement at any time without expressing the reasons, but more specifically, these are the automatically terminating conditions that renders this agreement terminated by Licensor:
(a) Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and Licensee has failed to remedy such breach within reasonable time days after being required in writing to do so by Licensor;
(b) Licensee becomes bankrupt or insolvent, or has a receiving order made against it, or makes an assignment for the benefit of creditors, or an order is made or a resolution is passed for the winding up of Licensee, or Licensee takes the benefit of any statute for the time being in force relating to bankrupt or insolvent debtors; or
(c) there is any change in the ownership, management or structure of Licensee which in Licensor’s opinion, acting reasonably, would be inconsistent with the interests of the Licensor.
3.4 Consequence of Termination
Upon termination of this Agreement for any reason:
(a) the rights and obligations (Warranty, Liability,Indemnity) or as otherwise noted in this Agreement or by implication required to survive, will survive termination of this Agreement;
(b) Licensee’s rights under this agreement shall immediately cease;
(c) Licensor’s rights under this agreement shall immediately cease
(d) Notwithstanding a termination, all confidentiality and IP rights of the Licensor under this agreement prevail for 1 year from date of termination;
(e) Licensee shall immediately remove all Products from known or unknown associated crypto wallets associated with the same Licensee entity, and in any event no later than 12 days following the termination date. In the event the EGGs have not been removed by Licensee within such time period, Licensor may dispose of the EGGs at the expense of Licensee.
4. GENERAL TERMS
4.1 Severance
In the event that any provision of this Agreement is invalid,unenforceable or illegal, then such provision shall be severed from this Agreement and this Agreement shall be read as if such provision were not part of this Agreement.
4.2 Applicable Law
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of an arbitrated US Jurisdiction or wherever Licensor sees applicable.
4.3 Entire Agreement
This Agreement constitutes the entire contract between the parties (Licensor and Licensee) and supersedes any previous agreement or understanding between the parties with respect to this subject matter. This Agreement may only be amended in writing, signed by both parties acknowledging clickwraps (as click-accept, click-to-sign, or click-through) which expressly states the intention to amend this Agreement.
4.4 Assignment
Either Party Licensee or Licensor shall not, without the other Party’s prior written consent,assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations hereunder to any person other than is stated in accordance with accepted transfer-ability of license detailed in this agreement.
4.5 Language
The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
5.0 INTELLECTUAL PROPERTY
Licensor is the owner of all intellectual property rights in the Work (including any Improvements or Modifications thereto) including all related written materials, logos, names and other support materials provided pursuant to the terms of this agreement. No title to the intellectual property in the Work is transferred to Licensee by this agreement. Licensor represents and warrants that it has the right to grant the license hereby granted to use the Work and that there are not, nor will there be, any lien, encumbrance, security interest or other rights against the Work.
Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on use of other than a current, unaltered release of the Software available from Licensor if such infringement would have been avoided by the use of a current, unaltered release of the Software (provided that such current, unaltered release performed substantially in conformance with the Licensee's Specifications and was provided, at no additional cost by Licensor, to those subscribing for maintenance services for the Software). The foregoing states the entire obligations of Licensor with respect to infringement of proprietary or intellectual property rights of third parties.
6.0 RESTRICTIONS ON USE
Licensee shall (a) try to copy the Software of the License; (b) not copy any of the Documentation for any purpose; (c) not assign this agreement or transfer, lease, export or grant a sublicense of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (d) not network the Software or otherwise use it on other than Licensee’s Workstation except as expressly provided by Licensor (e) not reverse engineer, decompile or disassemble the License Software, its components whether on premise of Licensee devices or in Web Form as in Web Apps and , API-End points; (f) not use the Work except as authorized herein; (g) take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of this agreement including, without limitation,such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. In addition,Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly provided by Licensors. For the purposes of this agreement, "Person" includes an individual, corporation, partnership, joint venture, trust,unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by arbitrated US Jurisdiction .
7.0 CONFIDENTIALITY
Licensee shall use reasonable efforts (and, in any event, that are no less than the efforts used to protect its own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other. Licensee shall divulge such Confidential Information only to its employees or agents who require access to it for the purposes of this Agreement or as otherwise provided in this Agreement.
"Confidential Information" means all data and information relating to the business and management of Licensor party, including proprietary and trade secrets, technology and accounting records to which access is obtained hereunder by the Licensee, provided, however, that Confidential Information shall not include any data or information which:
- is or becomes publicly available through no fault of the Licensee;
- is already in the rightful possession of the Licensee prior to its receipt from the Licensor;
- is independently developed by the Licensee;
- is rightfully obtained by the Licensee from a third party;
- is disclosed with the written consent of the Licensor whose information it is; or
- is disclosed pursuant to court order or other legal compulsion.
This section survives the termination of this Agreement. Licensee acknowledges and agrees with Licensor that the breach by it of any of the provisions of this agreement would cause serious and irreparable harm to Licensor which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee hereby consents to an injunction being issued against it restraining it from any further breach of such provision,but such action shall not be construed so as to be in derogation of any other remedy which Licensor may have in the event of such a breach.
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