May Delaware Liger Belair NFT Lots Smart Contract

These NFT License Terms (this “License”) is entered between Comte Louis Michel Liger-Belair (“Creator”) and any person that Owns the NFT associated with the Artistic Work (“you”), effective as of the date such ownership is recorded on the relevant blockchain. Capitalized terms will have the meaning set forth in Section 1 below.

This License applies to any Artistic Work that is sold (together with an associated NFT) via the Acker Platform as well as any subsequent sales of such Artistic Work and NFT, whether facilitated by the Acker Platform or any third party marketplace or other transaction. In exchange for any amounts paid to Creator arising from the sale of a Purchased NFT associated with the Artistic Work, the covenants set forth herein, and other consideration, the receipt and sufficiency are hereby acknowledged, Creator and you agree as follows:

1. Definitions
   1. “Acker” means:
      [X] Acker Auction DE LLC
      [ ] Acker Merrall & Condit Company
      [ ] Acker Merrall & Condit (Asia) Limited
      [ ] Acker Auction, Inc.
   2. “Acker Platform” means any auction, website, marketplace or other platform operated by or on behalf of Acker or its affiliates through which NFTs (and/or other goods or services) may be purchased.
   3. “Artistic Work” means any video, design, art, or other copyrightable work created by or on behalf of Creator and associated with any Purchased NFT.
   4. “Creator” shall have the meaning set forth in the preamble above.
   5. “License” shall have the meaning set forth in the preamble above.
   6. “NFT” means any block-chain tracked, non-fungible token, including, e.g., tokens conforming to the ERC-721 standard.
   7. “Own” means, with respect to an NFT, any NFT you have purchased or otherwise have acquired from a legitimate source (i.e., via the Acker Platform or in a subsequent transaction utilizing either the Acker Platform or any other marketplace or transaction), where proof of such ownership is recorded on the relevant blockchain.
   8. “Purchased NFT” means an NFT that you Own.
   9. “Term” means the period during which you Own an applicable NFT.
2. License. Subject to your continued compliance with the terms of this License, Creator grants you a worldwide, exclusive, non-transferable (except as provided herein), royalty-free license during the Term to use, copy, and display the Artistic Work for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use; and (ii) 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 Artistic Work for their Purchased NFTs to ensure that only the actual owner can display the Artistic Work.
3. License Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Creator’s express prior written consent in each case: (i) modify the Artistic Work for your Purchased NFT in any way; (ii) use the Artistic Work for your Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Artistic Work for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Artistic Work for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 2(b) above or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artistic Work for your Purchased NFTs, except as expressly permitted in Section 2(b) above; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artistic Work for your Purchased NFTs; or (vii) otherwise utilize the Artistic Work for your Purchased NFTs for your or any third party’s commercial benefit. This Section 3 will survive the expiration or termination of this License.
4. Ownership. You acknowledge and agree that Creator (or, as applicable, its licensors) owns all legal right, title and interest in and to the Artistic Work, and all intellectual property rights therein. The rights that you have in and to the Artistic Work are limited to those described in this License. Creator reserves all rights in and to the Artistic Work not expressly granted to you in this License.
5. Additional Terms. The license granted in Section 2 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 2 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Artistic Work for those NFTs. If you exceed the scope of the license grant in Section 2, 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 and shall reimburse Creator, Acker and their affiliates, officers, directors, representatives and agents (collectively, the “Creator/Acker Parties”) for any costs and expenses incurred by such Creator/Acker Parties during the course of enforcing the terms of this License. You acknowledge that this License is solely entered between you and Creator. Acker and its affiliates are not parties to this Agreement but are expressly deemed to be third party beneficiaries of your obligations under Section 5(iii) above.