ART BY NILS DOUGAN NFT LICENSE AGREEMENT

This NFT LICENSE AGREEMENT (The “Agreement”) is a legally binding agreement between the purchaser of the NFT (the “Buyer”), and Nils Dougan, the creator and seller (“Seller”) of the underlying artistic NFT content created by Seller with a blockchain token identifier etched into it (the “Content”).

By purchasing the non-fungible token (“NFT”) from Seller through an approved NFT marketplace, Seller acknowledges that the NFT represents a unique blockchain-tracked, non-fungible token that serves as a digital collectable featuring the Content.

1. GRANT OF LICENSE: By purchasing an NFT, the Seller, as the licensor of the Content subject to the NFT, hereby conveys to Buyer, a limited, worldwide, non-exclusive, personal license, related only to the specific NFT(s) that are purchased from Seller, to use, copy, reproduce, and display the Content. Buyer, as the licensee, may use the NFT Content, privately or publicly, including display or use of the Content on social media platforms, digital galleries, or otherwise on the Internet or personal display devices in association with Buyer’s subsequent resale, trade or assignment of any NFTs purchased from Seller. Buyer shall also have the rights to use the NFT Content for commercial purposes, including manufacturing products or using the Content in other media.

2. SELLER’S WARRANTIES: Seller warrants that all NFT Content provided to Buyer under this Agreement is Seller's own original, creative work, or the rights to the Content, or any element thereof, are lawfully controlled by Seller under a valid contractual arrangement.

3. TERM: Upon confirming ownership of the NFT on the blockchain, Buyer shall immediately receive a worldwide, non-exclusive, transferable license to the Content. The term (“Term”) of the limited license rights granted to Buyer shall last for the period that Buyer continues to own the NFT. Should Buyer sell, trade, donate, assign, or transfer the NFT to a new owner, the license rights granted herein shall be transferred to the new owner.  Upon transfer, Buyer shall have no further rights in or to the NFT and the underlying Content.

4. SELLER’S RESERVATION OF RIGHTS: 

A. Buyer agrees and acknowledges that the Seller otherwise expressly retains all rights, title and interests in and to the underlying NFT Content rights not conveyed to Buyer via this Agreement. Seller shall retain the associated copyright rights in and to the original Content artwork and all other associated intellectual property rights related thereto. 

B. Seller reserves the rights to receive any resale royalties that may be applicable to future resales, transfers or assignment of the NFT from Buyer to any subsequent NFT resale purchasers. Buyer otherwise retains exclusive entitlement to the proceeds from such sales, subject to commissions or other charges from whatever platform or intermediary that regulates the transfer, assignment or resale transaction.

 C. This Agreement only addresses the rights to the Content associated with the NFTs sold by Seller. There may be additional terms and conditions imposed upon Buyer, or subsequent purchasers of Buyer’s NFT rights, by the NFT resale location or marketplace.

5. LIMITATION OF BUYER’S RIGHTS: 

A. Buyer agrees that they will not, nor grant or allow any third-party to do, or attempt to do any of the following with Seller’s express, prior permission: (1) use the Content in connection with malicious or harmful images in videos or other materials or media; (2) apply for any formal copyright or trademark registrations including the Content, or challenge Seller’s copyright ownership of the Content; (3) falsify, misrepresent, or conceal Seller’s authorship of the Content and attribution to Seller as the creator of the Content; or (4) circumvent the terms and conditions of this license Agreement by granting any rights to third-parties that conflict with the rights granted to Buyer herein.

B. In the event of any breach of this Agreement by Seller, Buyer’s rights are strictly limited to recover damages in an action at law, and Buyer acknowledges that such remedy is adequate. Buyer may not, for any reason of such breach, seek any equitable relief, either injunctive or otherwise.

6. LIMITATION OF SELLER’S LIABILITY: In no event shall Seller be liable to Buyer, or any subsequent repurchaser, for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Buyer has been advised of the possibility of such loss or damage. Seller’s aggregate liability under this Agreement shall not exceed the net revenues actually received by Seller in connection with any transaction in which Buyer purchases or resells Seller’s NFTs. The foregoing limitation on liability shall only apply to the extent permitted by applicable law. In no event shall Seller be liable for any inability by Buyer to access the Content for any reason, including as a result of server downtime, failure, obsolescence, removal, termination, or other access disruption relating to the servers upon which the Content is stored or hosted, or any reseller platform, or any NFT platform.

7. ENTIRE AGREEMENT: This Agreement is the entire understanding of the parties regarding the sale of Seller’s NFTs and the related license of Seller's Content. All prior negotiations, commitments, representations and undertakings of the parties are merged into this Agreement.  Except as provided here, there are no other oral or written understandings or agreements between the parties relating to the Content.

8. WAIVER: If any party to this Agreement allows the other to breach a provision or provisions of the Agreement without default, that waiver of the non-breaching party's rights will not waive those rights should a subsequent breach of the provisions occur.  Should there be a subsequent breach, the non-breaching party retains the right to require the other party to remain in exact and strict compliance with the provisions of this Agreement.

9. GOVERNING LAW: This Agreement shall be governed and construed under and in accordance with the laws of the State of Oregon. Any legal action, including arbitration or mediation, instituted by either party regarding the terms and contents of this Agreement shall be exclusively tried in the courts of Multnomah County, Oregon.

10. SEVERABILITY: All provisions of this Agreement are severable and no provision shall be affected by the invalidity of any other provision to the extent that the invalidity does not also render another provision invalid. If a provision is found to be invalid, the Agreement shall be interpreted and enforced as if all provisions thereby rendered invalid were not contained in it.  If any provision of this Agreement is susceptible to two interpretations, one of which would render the provision invalid and the other of which would cause the provision to be valid, such provision shall be deemed to have the meaning which would cause it to be valid.