Visuals from the Sea Licensing Agreement | NFTs by Julia Ochs
PLEASE REVIEW THE ENTIRE AGREEMENT – THIS IS ONLY A NON-AUTHORITIVE, NON-EXHAUSTIVE SUMMARY:
What do you own?
The non-fungible token (the “NFT”). When you own a digital wallet that holds a Visuals by the Sea NFT, as recorded by the smart contract, you hold the right to sell, transfer and execute blockchain transactions involving that Visuals by the Sea NFT (“Your Visuals by the Sea NFT”).
What do you not own?
The Art. Julia Ochs Photography owns the intellectual property rights in the Visuals by the Sea Art. However, Julia Ochs Photography grants you a limited license (defined below) to use the art associated with your Visuals by the Sea NFT (“Your Visuals by the Sea Art”) for as long as you hold Your Visuals by the Sea NFT in a digital wallet controlled by you.
What can you do with the NFT and the associated art?
- Use Your Visuals by the Sea Art for your own personal, non-commercial use;
- Use Your Visuals by the Sea Art when you’re on a marketplace that allows the purchase and sale of your Visuals from the Sea NFT (e.g. Opensea), so long as the marketplace cryptographically verifies that you are the owner;
- Use Your Visuals by the Sea Art when you’re on a third party website or app (e.g. in a Metaverse) that allows the inclusion, involvement, or participation of your Visuals from the Sea NFT, provided that you include attribution, which includes a link to https://julia-ochs.com/
What am I NOT allowed to do with the NFT and the associated art?
There are a few uses that are not included in your limited license to your NFT art. They include:
- Modifying the art;
- Using the art for any commercial use (e.g. to market or sell third party services & products)
- Using the art in connection with images of hatred, violence, or other inappropriate behavior; or
- Trying to trademark your art, or otherwise acquire intellectual property rights in it.
This Visuals from the Sea Terms of Service and NFT License Agreement (this “Agreement”) is a legally binding agreement by and between Julia Ochs (“Julia Ochs Photography,” “I,” or “mine”), and any owner of any Visuals from the Sea NFT (defined below) (“Purchaser”, “User” or “you”). Julia Ochs Photography and each User may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.
BY BUYING OR OWNING A VISUALS FROM THE SEA NFT OR USING THE ART, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE OR ACQUIRE A VISUALS FROM THE SEA NFT.
- Visuals from the Sea NFT Defined. “Visuals from the Sea NFT” refers to a non-fungible, unique token on the Ether blockchain (“NFT”) (i.e. a controllable electronic record on a blockchain) that, as of its genesis issuance, contains images of Art. “Art” means each of the images of the Visuals from the Sea collection, a series of 49 pictures [ “Abstract Nature”, “Alive“, “Approach“, “Arctic Beach“, “Arctic Wave“, “Backdrop“, “Beach Day“, “Behind I“, “Behind II“, “Behind III“, “Calm I“, “Calm II“, “Calm III“, “Canvas“, “Clear”, “Clouds I”, “Clouds II”, “Cosmic II”, “Courage”, “Crystal”, “Dedication”, “Deep Blue”, “Drops”, “Far North”, “Farewell”, “Fleeting Moment”, “Gradient”, “Ice Field”, “Life”, “Linked I”, “Lookout”, “Lucidity”, “Mess”, “Overwhelmed”„Perfection”, “Refreshment”, “Sheen II”, “Silent Night”, “Silk”, “Slope”, “Sound of Waves”, “Storm”, “Surge”, “The First”, “Truth”, “Turquoise Waters”, “Veins”, “Vibrant”, “Waiting”.
- Additional Terms. Visuals from the Sea NFT are currently available for purchase on the third-party platform opensea.io (“OpenSea”). I do not operate opensea.io or any other third party NFT marketplace. To the extent any third party offers any rights, benefits, entitlements, or other utility (collectively, “Utility”) in connection with any Visuals from the Sea NFT or subjects the same to additional terms and conditions (collectively, “Third-Party Terms”), you understand and agree that Julia Ochs Photography shall not be a party to or have any responsibility or liability whatsoever for, arising out of, relating to, or in connection with such Utility or Third-Party Terms.
- Ownership of a Visuals from the Sea NFT. (a) When a Purchaser acquires a Visuals from the Sea NFT, that Purchaser owns all personal property rights to that Visuals from the Sea NFT (e.g., the right to sell, transfer, or otherwise dispose of that Visuals from the Sea NFT). At no point may Julia Ochs Photography seize, freeze, or otherwise modify the ownership of any Visuals from the Sea NFT. Such rights, however, do not include the ownership of the intellectual property rights in the Art. Such rights are licensed pursuant to Section 4 below and those terms govern your use of the Art.
(b) Purchaser may freely sell or otherwise transfer its Visuals by the Sea NFT consistent with Purchaser’s rights in it as defined in this Agreement (e.g., posting a sales listing on an NFT marketplace, by direct transfer or exchange, or otherwise) (a “Permitted Transfer”), so long as the transferee (as defined below) is not (i) located in a country that is subject to a U.S., European Union or German Government embargo, or that has been designated by the U.S., the European Union or German Government as a terrorist-supporting country; or (ii) listed on any U.S., European or German Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer a Visuals by the Sea NFT to a Prohibited Transferee.
- License. Subject to your compliance with this Agreement, Julia Ochs Photography hereby grants to you a non-exclusive, worldwide, revocable license solely for the following purposes:(a) Non-Commercial Use License to the Art for Users: Your own personal use and non-commercial display of the Art linked to Your Visuals by the Sea NFT. This non-commercial license does not include the right to use that Art for any direct or indirect revenue generating purposes. For example, this license does not include the right to sell derivative Works of the Art or use the Art in connection with the marketing or promotion of any product, service or business;
(b) Marketplace. As part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art;
(c) Third-party website or application: As part of a third party website or application (e.g. in a Metaverse) that permits the inclusion, involvement, or participation of your NFTs, provided that You include attribution, which includes a link to https://julia-ochs.com/ .
(d) Creator Fee. The above mentioned license is granted subject to a 5% fee (of the sale price) owed to Julia Ochs Photography at the time of each sale (“Creator Fee”). Purchaser’s payment of the Creator Fee is a condition precedent to the new Purchaser’s right to receive the rights granted by the license. Purchaser shall be deemed to have satisfied this condition if they sell their Visuals by the Sea NFT on a third-party exchange or marketplace that honors and collects the Creator Fee. Sale of a Visuals by the Sea NFT on a third-party exchange or marketplace that does not honor and collect the Creator Fee is strictly prohibited, and the Purchaser of a Visuals by the Sea NFT acquired through a sale that does not comply with this Agreement shall not be entitled to receive any of the rights granted by the License, unless and until the Creator Fee due from such sale is paid to Julia Ochs Photography.
(e) Name and Trademarks. No trademark rights are granted to Purchaser by Julia Ochs Photography.
(f) Transfer. The licenses in Section 4 are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of Purchaser’s Visuals by the Sea NFT. This means that ownership of a Visuals by the Sea NFT and the License are not separable in any way.
- Reservation of Rights.(a) General. All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Julia Ochs Photography. The Art is licensed, not sold. Julia Ochs Photography owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art.
(b) Limitations. Without limitation of Section 5(a) above, the license in Section 4 does not include the right to use the Art in any manner or for any purpose that promotes violence against or directly attacks or threatens or harasses other people, including on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease (“Prohibited Uses”). If you engage in a Prohibited Use of Art, Julia Ochs Photography reserves the right to immediately terminate any licenses granted to you in this Agreement.
(c) No Rights to Trademarks. For avoidance of doubt, the license in Section 4 do not include the right to use any Julia Ochs Photography’s trademarks. No trademark or other rights based on designation of source or origin are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts, or related addresses that contains or incorporates any artwork, other representation, name, or mark that may be confusingly similar to such trademarks.
- Termination of License to the Art. User’s licenses to the Art shall automatically terminate and all rights shall revert to Julia Ochs Photography if at any time: (a) User breaches any portion of this Agreement or (b) User engages in any unlawful activity related to the Visuals from the Sea NFT (including transferring the Visuals from the Sea NFT to a Prohibited Transferee), as applicable. Upon any termination, discontinuation or cancellation of User’s licenses to the Art, Julia Ochs Photography may disable User’s access to the Art and User shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Art. Upon any termination, discontinuation, or cancellation of the license in this Agreement, the following Sections will survive: 3 through 6.