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, and underlying related Beast NFTs, are attached (hereinafter the “Agreement”).
This 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 any subsequent agreement by any owner (other than those with AKCB) and the provisions of this Agreement, to the extent they contradict the provisions of this Agreement, the provisions of this Agreement shall prevail. For clarity: subsequent agreements by owners may limit rights granted by this Agreement, but cannot exceed those granted herein.
In creating this Agreement, we acknowledge that the ways people create, use, and monetize their NFTs are constantly 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 Beasts and related art. We encourage community feedback on this Agreement and reserve the right to revise this Agreement and publish amended versions from time to time.
“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).
“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: A Kid Called Beast, LLC, a Wyoming limited liability company, formed on November, 21, 2022, with address of 312 West 2nd Street, Casper, Wyoming 82601-2412 (also referred to as “A Kid Called Beast” or “AKCB”).
“Effective Date” means the date on which this Agreement becomes attached to the NFT via the creator granting the rights herein to the owner, 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.
“Own” means, with respect to an NFT, an NFT that one has purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, thus becoming the owner of the purchased NFT.
“Primary Assignment” means the first assignment by the creator of those certain rights, title, and interest on the art to the primary owner, as detailed in Article 3 of the Agreement, as defined hereinafter.
“Primary Owner” means the individual or entity qualifying as owner on the effective date and party to the primary assignment.
“Purchased NFT” means an NFT that one has purchased, or acquired in any way, and thus owns (also referred to as “Beast” or “Beasts”).
“Resale” means the sale by the owner of the purchased NFT, and rights to the art, to a subsequent buyer, which shall own the purchased NFT and rights to the art (to the extent the rights to the art were transferable upon sale) upon its effective purchase and thus become its new owner.
“Secondary Assignment” means, in case of resale, any and all assignment by the owner of all its rights, title, and interest in and to the intellectual property rights on the art (to the extent actually assignable) to the subsequent buyer of the purchased NFT.
As a company, we want to know about and consider promoting, expanding, or even financially supporting, your Beast projects. To that end, in addition to the rights granted by this Agreement, we intend to create opportunities that foster the growth of the “A Kid Called Beast” brand, and empower the AKCB holder community, via an opt-in “Business Incubator Program” (more to come soon), and other initiatives, that will aim to:
If you are getting started on a project where you intend to make commercial use of your Beast and related art, please inform us so that we can ensure that your proposed project complies with this Agreement, and hopefully begins a discussion regarding potentially entering into our “Business Incubator Program” and a broader agreement or relationship with you that could include:
Yes, we want to do more than just support our community; we want to match the conviction you show in us by investing in you! We truly believe that your success is our success, and we are committed to helping find ways to make everyone in the AKCB community heard, uplifted, and truly supported.
As the creator, we retain the authority and sole discretion to grant or deny, in any manner or terms, any: exemptions; broader licenses; grant funding; or equity investments.
General:
Unless otherwise agreed to in writing by AKCB, or authorized by another provision of this Agreement, the only intellectual property rights granted by AKCB via this Agreement are of a specifically limited copyright nature, as explained herein, and AKCB explicitly does not grant any trademark rights related to the “A Kid Called Beast” or “AKCB” brand, words, logos, or marks via this Agreement.
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 Beast 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 Beast 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 include, contains, or consists of the graphical image of the primary owner’s Beast, subject to the limitations outlined below and herein, 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 Beast 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 Beast, subject to the limitations outlined below and herein, unless an exemption or broader right to sublicense is expressly granted by the creator.
Use Limitations:
These limited licenses for personal and commercial use are subject to the following conditions, which violation thereof shall be determined by our sole discretion and permits us to revoke the rights granted in this Agreement, at our sole discretion:
In the event that a primary owner makes use of the limited, worldwide, nonexclusive license to copy, access, use, and otherwise exploit the primary owner’s Beast and related art for their own commercial purposes as allowed for by this Agreement, the primary owner represents and warrants that they will take all necessary steps to undertake their commercial activities in a legal manner, including but not limited to forming any needed corporate entity, becoming duly organized, validly existing and duly qualified to do business in all jurisdictions where those activities are carried out, as well as remaining in good standing under and abiding by all applicable laws, rules, and regulations that relate to those activities.
Moreover, the primary owner (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the creator from and against any losses, damages, claims, actions, demands, judgments, liability and/or suits including reasonable attorneys’ fees, as incurred, that may be asserted by any persons or entities arising out of or related to the primary owner’s use and/or sublicensing of the Beast NFT and related art for commercial purposes, as well as any breach of such indemnifying party’s warranties and representations in this Agreement.
The foregoing limited licenses apply only during the period that the primary owner owns the Beast NFT associated with its Beast art. These licenses terminate immediately at such a point that the primary owner no longer owns its Beast NFT. Moreover, if you exceed the scope of the licenses granted in Sections 3 and 4 herein without entering into a broader license agreement with or obtaining an exemption, pursuant to the terms of this Agreement, you acknowledge and agree that: (i) you are in breach of this license; (ii) in addition to any remedies that may be available to creator at law or in equity, the creator may immediately terminate this license, without the requirement of notice; and (iii) you will be responsible to reimburse creator for any fees, costs and expenses incurred by creator during the course of enforcing the terms of this license against you, including but not limited to accounting and legal fees, costs and expenses.
The purchase of a Beast means that the primary owner has full ownership rights in the Beast and related art, including the right to store, sell, and transfer the NFT. However, primary owner acknowledges and agrees that this purchase of the Beast does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in or to) the Beasts associated with the NFT other than the limited licenses granted in Section 3 and 4 above. The primary owner’s rights and interest in its Beast, its associated Beasts, any derivative Beasts, and any art provided by these terms will immediately terminate upon any subsequent sale, transfer, dispossession, burning, or other relinquishment of their Beast.
The primary owner and, where applicable, all subsequent owners, shall have the right to resell the purchased NFT (“Resale”), and related art, on a marketplace that allows the purchase and sale of NFTs. The owner shall provide its best efforts to resell the purchased NFT on a marketplace which (i) cryptographically verifies each NFT owner’s rights to display the art in order to list it for sale, to ensure that only the actual owner can display the art for resale, and (ii) provides for a percentage of the resale price to be automatically granted to the creator upon resale.
Any such subsequent owner or owner(s), shall have the right to license, assign or otherwise transfer to a third-party all or part of the intellectual property rights on the art hereby granted as per this Agreement, for any purpose whatsoever.
In case of transfer of ownership of the purchased NFT, in any way whatsoever, including resale, the owner agrees to assign to the subsequent buyer of the purchased NFT all rights on the related art detailed in Article 3 of this Agreement, under the same conditions, to the extent such rights have not been previously transferred to a third-party in compliance with the Agreement.
This Agreement shall govern any resale as long as it is still attached to the purchased NFT and provided no other agreement has been concluded between the owner and the subsequent buyer, which shall only apply between the parties of said agreement.
It is expressly agreed that all intellectual property rights assigned to the primary owner, as per the primary assignment, or to the subsequent owners, as per a secondary assignment, are granted in consideration of the price paid by the owner to purchase the purchased NFT, as listed on the NFT marketplace on which it is acquired (the “Purchase Price”), where applicable, which shall be deemed fixed and definitive.
Notwithstanding the foregoing, the creator shall also be entitled to a compensation on any resale of the complete work in accordance with the percentage of commission determined by the NFT marketplace on which said resale is completed.
10. Moral Rights:
The brand “A Kid Called Beast” shall have the right to enforce, on behalf of the original creator, all moral rights associated with the art, which shall remain perpetual, inalienable, and absolute.
The owner agrees to respect, and ensure that all contractors, licensees, sublicensees, subsequent buyers, and third parties respect, the brand’s moral rights in any use of the art, including:
When using the Beast NFTs and related art, in any way whatsoever, including but not limited to its publication, exploitation, and/or promotion, the owner shall not use the trademarks, service marks, or proprietary words or symbols of the creator, to the extent otherwise permitted by applicable law or by written agreement of the creator.
By exception, and subject to the terms of this Agreement, when using the art for non-commercial purposes only, the owner shall have the right to reference the creator by using the denomination “A Kid Called Beast” or other denomination(s) that the creator may direct from time to time, unless informed otherwise by the creator. Owner shall take care that such use shall not, in any way whatsoever, damage or adversely impact the creator’s reputation, the “A Kid Called Beast brand” or community.
The creator shall have the right but not the obligation, at its sole discretion, to promote, including through social media, any public use of the art by the
owner, unless the owner informs the creator otherwise. The owner shall not use the art in a way that would or could present the creator as endorsing, recommending or favoring, in any way whatsoever, the owner and/or its use of the art, without the consent and permission of the creator.
The creator and the owner shall cooperate in good faith and reasonably assist each other in the prosecution of legal proceedings involving the art, or derivative works therefrom, including proceedings conducted for the purpose of protecting any and all intellectual property rights on the art from infringement.
The creator shall have the right to protect and defend, including through litigation, the rights attached to the art in the event of the owner’s inaction on written notice by the creator to the owner.
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the initial intention of the parties.
The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of the United States of America for federal law questions and the State of Wyoming for state law questions.