Personal License (“License”)
This License allows Personal Use of the Art by the Owner. By attaching this License to an NFT the Artist agrees to the License. By purchasing the NFT the Owner consents to and is bound by this License. The Artist represents and warrants that it has obtained all third-party permissions and clearances necessary for the Owner to exercise the rights granted under this License. The Owner shall attribute the Artist when using the NFT in accordance with this License.
Licensed Rights (“Licensed Rights”)
The Owner may:
posting and use of the Art for Personal Use in non-physical media and formats whether known or hereafter created and to make any technical modifications necessary to do so
creating up to 15 physical reproductions of the Art for Personal Use
moral rights, such as the right of integrity, are not licensed under this License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Artist waives and/or agrees not to assert any such rights held by the Artist to the limited extent necessary to allow Owner to exercise the Licensed Rights, but not otherwise.
patent and trademark rights are not licensed under this License.
to the extent possible, the Artist waives any right to collect royalties from Owner for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Artist expressly reserves any right to collect such royalties.
Conditions of Use by Owner
The Owner agrees, acknowledges and undertakes that:
it will not modify or remix the Art in any way.
the Artist is the creator of the Art and retains the right to claim original authorship of the Art.
nothing contained in this License shall entitle the Owner to use the Art as part of any corporate business or trading name.
the Owner will not distribute, sell, license or sub-license, let, trade or expose for sale the Art (other than through a sale of the NFT) to a third party.
the Licensed Rights are personal to the Owner and are not transferable or assignable other than by resale of the NFT.
it will not use the Art in connection with illegal or highly offensive media including racism, hatred, violence or cruelty, be kind.
any and all attempts to copyright, trademark or in any way claim that the Owner is the original creator and any and all attempts to gain rights to the IP of the Art are forbidden.
If Owner shares the Art in accordance with this License, Owner must:
a. retain the following if it is supplied by the Artist with the Art:
i. identification of the Artist and any others designated to receive attribution, in any reasonable manner requested by the Artist (including by pseudonym if designated);
ii. a copyright notice;
iii. a notice that refers to this License;
iv. a URL or hyperlink to the Art to the extent reasonably practicable;
b. indicate the Art is licensed under this License, and include the text of, or the URL or hyperlink to, this License.
Art – means the images or other creatives aspects of an NFT created on Dropspot
Artist – means the author of the NFT uploaded to Dropspot
Blockchain is a distributed database that is shared among the nodes of a computer network;
Commercial Use is any reproduction, distribution or purpose marketed, promoted, or sold incorporating a financial transaction;
Dropspot means Blockspot Pty Ltd as owner and operator of the NFT trading platform www.dropspot.io;
IP the relevant Intellectual Property of the Art;
Licensed Rights has the meaning set out in Application;
NFT means non-fungible token minted on Dropspot and subject to this License;
Own means the controller of the verified Cardano wallet that has custody of the NFT acquired by a valid sale for agreed compensation from the Artist or previous Owner;
Personal Use means personal use of the NFT excluding Commercial Use;
T&C means the terms and conditions of membership of Dropspot; and
Territory means the physical universe and the non-physical metaverse.
1.1 In this License, unless the context otherwise requires:
a) references to persons include individuals, corporate bodies (wherever incorporated), unincorporated associations and partnerships;
b) the headings are inserted for convenience only and do not affect the construction of the License;
c) words importing the singular include the plural and vice versa;
d) words which are gender neutral or gender specific include each gender;
e) other parts of speech and grammatical forms of a word or phrase defined in this License have a corresponding meaning;
f) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted; and
g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.
2. License grant.
2.1 Subject to the terms and conditions of this License, the Artist hereby grants Owner a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable limited license to exercise the Licensed Rights.
2.2 This License applies for the term of the IP and other rights licensed here. However, if Owner fails to comply with this License, then Owner’s rights under this License terminate automatically.
3.1 The Owner recognizes that the Artist is the sole and exclusive owner in the Territory of all right, title and interest in the Art and all copies of the Art; and shall not at any time do or suffer to be done any act or thing which is likely to in any way prejudice the Artist's ownership title.
3.2 The Owner further agrees that it shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the Art except under the terms of this License and the Owner further acknowledges that nothing contained in this License shall give the Owner any right, title or interest in or to the Art save as granted under this License
4. Assignment and Other Dealings
4.1The Artist shall not be entitled at any time to assign, transfer or charge all or any of its rights and/or obligations under this License or to subcontract the performance of any of its obligations under this License.
5. Disclaimer of warranties & limitation of liability
5.1 The licensed NFT exists without warranties of any kind either express or implied except for the representations and warranties which have been stipulated herein and under the T&C. The Owner´s total aggregate liability shall not exceed the total sum paid directly by The Owner to the Artist. Artist and Owner accept the inherent security risks inherent with online trading and agrees that Dropspot, to the fullest extent permissible at law, disclaims all warranties, express or implied, including implied warranties of non-infringement, merchantability and fitness for a particular purpose. In no event shall Dropspot be liable to Artist or Owner for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, and/or any special, incidental, consequential, exemplary or punitive damages based on any causes of action whatsoever related to the licensed NFT, its sale and resale, any technology and/or parties related to the auction, including to the Cardano blockchain. The parties agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behaviour, negligence or any other cause of action, regardless of the basis upon which liability is claimed and even if a disclaiming party has been advised of the possibility of such loss or damage, and in any event, to the maximum extent permitted by applicable law.
6. Warranty and Indemnity
6.1 The Artist warrants and undertakes that:
a) the Artist is the exclusive owner of any and all rights in and to the Art and that no other individual or entity may claim any rights, title and/or interest in and to said Art;
b) the Art will contain nothing that will infringe any rights of any third party, nor be contrary to any law, nor include or promote racism, hatred, violence or cruelty, and its use shall not place any person in contempt of court nor in breach of any provision of any law; and
c) Artist is not aware, having made full and reasonable enquiry, of any claim by any third party that the Art or any pre-existing material incorporating the Art or included within the Art, or the exploitation of the Art by either party, has infringed or will infringe any rights of any third party and the Artist agrees that it shall immediately inform the Owner as soon as the Artist becomes aware of any such claim.
6.2 Artist undertakes and agrees to indemnify and hold Dropspot and the Owner harmless from all and any claims, actions, proceedings, demands, obligations, liabilities, losses, costs, charges, damages, fines, judgments, assessments, penalties and other expenses incurred or suffered by Dropspot or the Owner as a result of or arising from any act or omission of the Artist under this License, or at law.
7. Dispute Resolution
7.1 If there is a disagreement between the Artist and the Owner on the interpretation of this License or any aspect of the performance by either party of its obligations under this License, representatives of the parties will, within 10 days of receipt of a written request from either party to the other, meet in good faith and try to resolve the disagreement without recourse to legal proceedings.
7.2 If resolution does not occur within 7 days after meeting, the parties may jointly resolve to appoint a mediator or independent expert to do so.
7.3 Nothing in this clause restricts either party's freedom to seek urgent relief to preserve a legal right or remedy, or to protect intellectual property, proprietary or trade secret rights.
8. Entire Agreement
8.1This License and the T&C contains the entire agreement between the parties regarding the subject matter of this License, and there are no other promises or conditions in any other License, whether oral or written. The terms of the T&C are incorporated into this License mutatis mutandis subject to any conflict, in which case the License shall prevail.
9.1 A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.
10. Waivers and Amendments
10.1 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
10.2 The rights and remedies provided for are cumulative and not exclusive of any rights and remedies provided by law.
10.3 No provision of this License may be amended, modified, waived, discharged or terminated otherwise than by the express written agreement of the parties to this License nor may any breach of any provision of this License be waived or discharged except with the written consent of the party not in breach.
11. Governing Law and Jurisdiction
11.1 This document is governed by and is to be construed in accordance with New South Wales Law.