nft license agreement

NFT LICENSE AGREEMENT(Retinal Delights, Inc.)Last Updated: April 22, 2025This NFT License Agreement ("Agreement") is a legally binding contract between you ("Owner" or "you") as the holder of a non-fungible token ("NFT"), and Retinal Delights, Inc. ("we," "us," or "Retinal Delights, Inc."), governing the rights and obligations concerning your NFT and the associated digital artwork ("NFT Art").1. Ownership and Rights(a) NFT OwnershipWhen you lawfully acquire an NFT, as recorded on the blockchain by Retinal Delights, Inc., you hold exclusive rights to transfer, sell, trade, or otherwise transact with your NFT. Except for the NFT rights we explicitly retain, you may freely manage your ownership of the NFT. Retinal Delights, Inc. has no right or ability to revoke or alter your ownership.(b) Intellectual PropertyRetinal Delights, Inc. retains all intellectual property rights, title, and interest in the underlying NFT Art, including but not limited to copyrights, trademarks, and any other proprietary rights associated with the NFT Art. The license to use the NFT Art is granted solely as described in Section 2.2. License Grant(a) License to Use NFT ArtUpon acquiring the NFT and in accordance with the terms of this Agreement, Retinal Delights, Inc. grants you a non-exclusive, transferable, worldwide, royalty-bearing license to:Reproduce, distribute, publicly display, and commercially exploit the NFT Art as long as you hold the NFT.The license is applicable for both commercial and non-commercial purposes, subject to the restrictions set forth in Section 3.(b) Royalty CollectionFor each secondary sale or transfer of the NFT, Retinal Delights, Inc. and the platform (such as Thirdweb) will collect royalties on such transactions. Retinal Delights, Inc. is entitled to a portion of these royalties, the exact percentage of which is determined at the time of transaction.3. Restrictions and Reservations(a) Restrictions on UsageYou cannot:Use the NFT Art for illegal or immoral activities, including defamation, discrimination, or the promotion of violence.Exploit or commercialize individual features or attributes of the NFT Art (e.g., traits, backgrounds, or accessories) separate from the complete artwork.Use Retinal Delights, Inc. trademarks, logos, or any brand elements without express written permission.Attempt to register a trademark or any other intellectual property related to the NFT Art or its individual elements without permission.(b) Reservation of RightsAll rights not expressly granted to you remain reserved by Retinal Delights, Inc..4. License DurationThis license remains in effect as long as you hold the NFT. The license automatically terminates upon the transfer or sale of the NFT. Upon termination of the license, you must immediately cease any use of the NFT Art, including its display or commercialization.5. Risks & Liability(a) RisksYou acknowledge that blockchain technology, NFTs, and associated systems have inherent risks, including but not limited to:Market volatility affecting the value of the NFT.Cybersecurity risks such as hacks or unauthorized access to NFTs.Technological failures that could disrupt your ability to interact with your NFT.(b) Limitation of LiabilityRetinal Delights, Inc. is not liable for any losses or damages arising from the use of the NFT, including:Losses caused by market changes, errors, or hacking.Inability to access or use NFTs due to blockchain failures or third-party services.Our total liability under this Agreement will not exceed the amount you paid for the NFT or $100, whichever is less.6. IndemnificationYou agree to indemnify and hold harmless Retinal Delights, Inc., its affiliates, officers, employees, and agents from any and all claims, liabilities, losses, damages, or expenses (including legal fees) arising from:Your use or misuse of the NFT or NFT Art.Your violation of any part of this Agreement.Any infringement of third-party rights caused by your actions.7. Dispute Resolution & Arbitration(a) ArbitrationAny dispute arising from or related to this Agreement shall be resolved exclusively through binding, individual arbitration administered by the American Arbitration Association (AAA). You agree to waive any right to participate in a class action or consolidated arbitration.(b) Location of ArbitrationArbitration will occur in the State of California unless otherwise agreed by both parties. The arbitrator has exclusive authority to resolve all disputes regarding the interpretation and enforceability of this Agreement.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. Any legal proceedings or disputes shall be subject to the jurisdiction of California courts.9. Miscellaneous Provisions(a) Entire AgreementThis Agreement represents the entire understanding between you and Retinal Delights, Inc. and supersedes any prior agreements regarding the subject matter of this Agreement.(b) ModificationsWe reserve the right to modify this Agreement at any time. Any modifications will be effective upon posting the updated Agreement on our website.Contact InformationFor questions or concerns regarding this Agreement or your NFT, please contact:Retinal Delights, Inc.[Insert Contact Email or Support Form]