Terms of Service

LAST UPDATED: AUGUST, 2023

1. 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 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, ISSUED AND TRADABLE ON A BLOCKCHAIN.

“CREATOR” MEANS THE ENTITY WHICH RELEASED TO THE PUBLIC THE PURCHASED NFT, AND RELATED ART, ON BEHALF OF ITS AUTHOR, AND/OR ACQUIRED THOSE RIGHTS AND INTERESTS, I.E., LSLTTT HOLDINGS INC., WITH A REGISTERED ADDRESS OF 16192 COASTAL HIGHWAY, LEWES, DELAWARE 19958 USA.

“EFFECTIVE DATE” MEANS THE DATE ON WHICH THIS AGREEMENT BECOMES ATTACHED TO THE NFT 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. IN CASE OF TRANSFER OF OWNERSHIP, INCLUDING VIA RESALE, THE RECIPIENT BECOMES THE SOLE OWNER OF THE PURCHASED NFT. THERE CAN BE SEVERAL DIFFERENT OWNERS OF EACH NFT THROUGHOUT TIME BUT ONLY ONE OWNER AT A TIME. OWNER SHALL INCLUDE THE PRIMARY OWNER AND ALL SUBSEQUENT OWNERS.

2. PURPOSE

THIS OWNERSHIP ASSIGNMENT AGREEMENT IS INTENDED TO GOVERN THE TERMS AND CONDITIONS OF ASSIGNMENT OF RIGHTS, TITLE AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY RIGHTS ON THE ART TO WHICH THIS AGREEMENT IS ATTACHED (HEREINAFTER THE “AGREEMENT”).

THE AGREEMENT SHALL GOVERN THE PRIMARY ASSIGNMENT UNDER WHICH THE CREATOR ASSIGNS TO THE PRIMARY OWNER CERTAIN INTELLECTUAL PROPERTY RIGHTS ON THE ART AND ALL SECONDARY ASSIGNMENTS BETWEEN THE OWNER AND SUBSEQUENT BUYERS OF THE PURCHASED NFT, WHERE APPLICABLE.

THE AGREEMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE AND REMAIN IN FORCE AS LONG AS IT IS STILL ATTACHED TO THE PURCHASED NFT. BY ACQUIRING THE PURCHASED NFT, 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 ASSIGNMENT. IN CASE OF CONTRADICTION BETWEEN A SPECIFIC AGREEMENT AND A GENERAL AGREEMENT, THE PROVISIONS OF THE SPECIFIC AGREEMENT SHALL PREVAIL.

IN CREATING THIS AGREEMENT, WE ACKNOWLEDGE THAT THE WAY PEOPLE CREATE, USE, AND MONETIZE THEIR NFTS IS EVOLVING AND CHANGING. WE HAVE DEVELOPED THIS AGREEMENT SEEKING TO PROTECT THE HARD WORK AND CREATIVITY OF THE CREATORS, ON THE ONE HAND, WHILE GRANTING OWNERS THE FREEDOM AND FLEXIBILITY TO FULLY ENJOY THEIR PUDGY PENGUIN NFTS AND RELATED ART. WE ARE OPEN TO OUR COMMUNITY’S FEEDBACK ON THIS AGREEMENT AND MAY WELL REVISE IT AND PUBLISH AMENDED VERSIONS FROM TIME TO TIME.

3. ASSIGNMENT & LIMITED LICENSE TO USE

PERSONAL USE

IN CONSIDERATION OF THE PURCHASE PRICE, AS DEFINED HEREINAFTER, AND SUBJECT TO THE PRIMARY OWNER’S CONTINUED COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND ALL APPLICABLE LAWS, THE CREATOR HEREBY GRANTS A LIMITED, WORLDWIDE, NONEXCLUSIVE LICENSE TO THE PRIMARY OWNER TO COPY, ACCESS AND USE THEIR PUDGY PENGUIN NFT AND RELATED ART FOR THE PRIMARY OWNER’S OWN PERSONAL, NON-COMMERCIAL USE, PROVIDED THAT THE PRIMARY OWNER KEEPS ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES INTACT.

COMMERCIAL USE

PRIMARY OWNER IS GRANTED A LIMITED, WORLDWIDE, NONEXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT THE PRIMARY OWNER’S PUDGY PENGUIN NFT AND RELATED ART, FOR THE PURPOSE OF COMMERCIALIZING AND PROMOTING THEIR OWN GOODS AND SERVICES, WHICH SHALL INCLUDE THE RIGHT TO PRODUCE AND SELL GOODS AS WELL AS SERVICES THAT INCLUDES, CONTAINS, OR CONSISTS OF THE GRAPHICAL IMAGE OF THE PRIMARY OWNER’S PUDGY PENGUIN NFT, PROVIDED THAT SUCH COMMERCIAL USE DOES NOT RESULT IN THE PRIMARY OWNER EARNING MORE THAN FIVE HUNDRED THOUSAND DOLLARS ($500,000), OR ITS EQUIVALENT IN ETHEREUM OR ANY CURRENCY, IN GROSS REVENUE IN ANY TWELVE MONTH PERIOD, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO THROUGH ANY AND ALL RELATED ENTITIES AND FAMILY MEMBERS, UNLESS AN EXEMPTION OR BROADER LICENSE IS EXPRESSLY GRANTED BY THE CREATOR.

PRIMARY OWNER IS ALSO GRANTED A LIMITED, WORLDWIDE, NONEXCLUSIVE LICENSE TO COPY, ACCESS, USE AND OTHERWISE EXPLOIT THE PRIMARY OWNER’S PUDGY PENGUIN NFT AND RELATED ART, INCLUDING BUT NOT LIMITED TO SUBLICENSING IT, FOR THE PURPOSE OF COMMERCIALIZING AND PROMOTING THIRD PARTY GOODS AND SERVICES IN A MANNER THAT INCLUDES, CONTAINS, OR CONSISTS OF THE GRAPHICAL IMAGE OF THE PRIMARY OWNER’S PUDGY PENGUIN NFT, PROVIDED THAT SUCH COMMERCIAL USE DOES NOT RESULT IN THE SUBLICENSEE EARNING MORE THAN FIVE HUNDRED THOUSAND DOLLARS ($500,000), OR ITS EQUIVALENT IN ETHEREUM OR ANY CURRENCY, FOR ANY PROJECT FOR WHICH IT TAKES A SUBLICENSE AND/OR OTHERWISE UTILIZES THE NFT AND RELATED ART, IN ANY TWELVE MONTH PERIOD, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO THROUGH ANY AND ALL RELATED ENTITIES AND FAMILY MEMBERS, UNLESS AN EXEMPTION OR BROADER RIGHT TO SUBLICENSE IS EXPRESSLY GRANTED BY THE CREATOR.

THIS LIMITED LICENSE FOR COMMERCIAL USE IS SUBJECT TO THE FOLLOWING CONDITIONS:

  • PRIMARY OWNER AND/OR ANY SUBLICENSEE DOES NOT HAVE ANY RIGHT TO MODIFY OR PRESENT ITS PUDGY PENGUIN NFT OR RELATED ART IN ANY WAY OR ANY CONTEXT THAT DEPICTS HATRED, INTOLERANCE, VIOLENCE, CRUELTY, OR ANYTHING ELSE THAT COULD REASONABLY BE FOUND TO CONSTITUTE HATE SPEECH, BE OFFENSIVE, DEMEANING, NOT COMPORT WITH THE INCLUSIVE VALUES OF THE PUDGY PENGUIN BRAND AND COMMUNITY, OR OTHERWISE INFRINGE UPON THE RIGHTS OF OTHERS OR THE PUDGY PENGUIN COMMUNITY;
  • PRIMARY OWNER MAY NOT USE AND/OR SUBLICENSE THEIR PUDGY PENGUIN NFT OR RELATED ART TO PROMOTE, ADVERTISE, MARKET, OR SELL ANY THIRD PARTY GOOD OR SERVICE WITHOUT SUCH USE AND/OR SUBLICENSE BEING EXPRESSLY APPROVED BY THE CREATOR;
  • PRIMARY OWNER MAY NOT USE THE NAME “PUDGY PENGUIN(S)” OR ANY PUDGY PENGUIN NAME, LOGO OR TRADEMARK, THE NAME OF ANY PUDGY PENGUIN CHARACTERS (AS APPLICABLE), OR ANY ANIMATION, CHARACTERS, THEMES OR OTHER MATERIAL RELATED TO THE CREATOR’S OWN DIGITAL CONTENT; AND
  • PRIMARY OWNER MAY NOT COMBINE ITS PUDGY PENGUIN WITH ANY OTHER PUDGY PENGUIN OR MODIFIED PUDGY PENGUIN THAT IT DOES NOT OWN, EXCEPT ON EXPLICIT PERMISSION OF THE OTHER PUDGY PENGUIN OWNER; AND
  • THE PRIMARY OWNER MAY NOT ATTEMPT TO TRADEMARK, COPYRIGHT, OR OTHERWISE ACQUIRE ADDITIONAL INTELLECTUAL PROPERTY RIGHTS IN OR TO “PUDGY PENGUIN(S)” OR ANY PUDGY PENGUIN NFT OR RELATED ART OR CONTENT.

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