NFT Terms & Asset Management Services Agreement
By minting, purchasing, acquiring, or otherwise receiving this NFT that originated from Courtyard (“Courtyard NFT”), you agree to these NFT Terms and Asset Management Services Agreement (the “NFT Terms”). These NFT Terms, along with the Courtyard User Terms of Service (the “Courtyard Terms”), made available at http://courtyard.io/terms-of-service and incorporated herein by reference, are collectively referred to as the “Agreement.” Capitalized terms used but not defined in these NFT Terms have the meaning given in the Courtyard Terms.
Each Courtyard NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by or on behalf of Courtyard or its licensors (the “Artwork”). You acknowledge and agree that, as between Courtyard, Inc. (“Courtyard”) and you, Courtyard owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein. Courtyard NFTs may also incorporate one or more elements of Courtyard’s trademarks and branding (the “Brand”). Each Courtyard NFT is a non-fungible token hosted on a third-party blockchain, ownership of which can be transferred on or through such blockchain through gift, purchase, or sale. The Artwork is neither stored nor embedded in the Courtyard NFT, but is accessible through the Courtyard NFT.
ALTHOUGH THE COURTYARD NFT ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE ARTWORK EMBODIED THEREBY AND ANY BRAND INCORPORATED THEREIN OR USED IN CONNECTION THEREWITH IS LICENSED PURSUANT TO THESE NFT TERMS, AND IS NOT TRANSFERRED OR SOLD, TO SUCH OWNER. “OWN” MEANS, WITH RESPECT TO A COURTYARD NFT, A COURTYARD NFT THAT YOU HAVE RIGHTFULLY AND LAWFULLY PURCHASED OR ACQUIRED FROM A LEGITIMATE SOURCE, WHERE PROOF OF SUCH PURCHASE OR ACQUISITION IS RECORDED ON THE RELEVANT BLOCKCHAIN.
The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. Courtyard and its licensors reserve all rights in and to the Artwork and Brand not expressly granted herein.
Subject to your lawful purchase or acquisition of a Courtyard NFT and your continued compliance with this Agreement, Courtyard grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license,
(a) to display the Artwork and any Brand embodied by your Courtyard NFTs, solely as embodied by the applicable Courtyard NFTs and solely for the following purposes:
- (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home);
- or (ii) through or as a part of a marketplace that permits the purchase and sale of your Courtyard NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Courtyard NFT for sale;
and (b) to access certain limited features or exercise certain privileges (“NFT Access Privileges”) offered on or through Courtyard’s website and/or mobile application(s), including without limitation the Asset Management Services (collectively with the NFT Access Privileges, the “Services”), in each case in accordance with the then-current functionalities of such Services and as may be modified by Courtyard or the provider of any such NFT Access Privileges from time to time.
Courtyard provides the Courtyard NFT, licenses the Artwork and Brand to the owner of the Courtyard NFT, and provides the Services on an “AS IS” basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. The license to display the Artwork and any Brand embodied by the Courtyard NFT is automatically and always transferred with the Courtyard NFT. Otherwise the license to display the Artwork and any Brand embodied by the Courtyard NFT is non-transferable. You acknowledge and agree that the license granted to you in this Agreement applies only to the extent that you lawfully purchased or acquired and continue to Own the Courtyard NFT.
Each Courtyard NFT represents and conveys ownership of a certain individual Asset as depicted in or otherwise corresponding to the Artwork. For the avoidance of doubt, each Asset is owned by the then-current owner of the corresponding Courtyard NFT. When you purchase this Courtyard NFT, you acknowledge and agree that:
(i) the seller from which you purchased this Courtyard NFT is released from the their contract with Courtyard for Asset Management Services, as set forth in more detail in the Courtyard Terms (the “Assumed Contract”);
(ii) by way of novation, you assume such seller’s rights and are bound by and shall perform such seller’s obligations and liabilities under the Assumed Contract;
and (iii) you are entering into a binding legal agreement with Courtyard for the Asset Management Services with respect to the Asset corresponding to this Courtyard NFT.
You may terminate the Assumed Contract at any time by:
(y) selling the corresponding Courtyard NFT, and assigning the Assumed Contract by way of novation to the Buyer of such Courtyard NFT;
or (z) redeeming your Courtyard NFT for the underlying Asset.
Subject to your ongoing compliance with this Agreement and the Assumed Contract, including without limitation your payment of any Courtyard Fee due in connection with your purchase of this Courtyard NFT, Courtyard shall make the Asset Management Services available to you in connection with the Asset corresponding to this Courtyard NFT. You acknowledge and agree that any redemption of this Courtyard NFT for the corresponding Asset may be subject to additional fees, including without limitation shipping and handling charges, in accordance with Courtyard’s then-current practices.
You agree that you will not, nor will you permit any third party to, do or attempt to do any of the following without Courtyard’s express prior written consent in each case:
(i) modify in any way the Artwork or Brand, including, without limitation, the shapes, designs, drawings, attributes, or color;
(ii) use the Artwork or Brand as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of the corresponding Asset);
(iii) use the Artwork or Brand 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 or promote illegal activities;
(iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork or Brand;
(v) use the Artwork or Brand in connection with defamatory or dishonest statements about Courtyard and/or its affiliated companies, and its and their licensors, or which otherwise damage the goodwill, value or reputation associated therewith, or represent or imply that your exercise of the licenses granted hereunder is endorsed by any of the foregoing;
or (vi) otherwise utilize the Artwork or Brand for your or any third party’s commercial benefit (other than an authorized offering of the corresponding Asset).
These restrictions will survive the expiration or termination of licenses granted hereunder.
Without limiting the foregoing, the license granted by this Agreement does not include:
(i) the right to use the Artwork or Brand in connection with additional NFTs;
or (ii) the right to create derivative works of the Artwork.
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, Brand, or any other representation, name or mark that may be confusingly similar to any of Courtyard’s intellectual property.
You expressly acknowledge and agree that this Courtyard NFT does not represent a financial security, derivative product, or other financial instrument.
You may transfer any Courtyard NFT that you lawfully own to a third party, subject to:
(i) this Agreement;
and (ii) such third party’s assumption of the Assumed Contract.
After any such transfer, your licenses to the Artwork and Brand will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any Courtyard NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, the terms of this Agreement. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Courtyard NFT for any reason, the licenses granted to you herein will immediately expire with respect to such Courtyard NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied by such Courtyard NFT, nor to any corresponding NFT Access Privileges.
The Assumed Contract and all licenses granted in this Agreement will also automatically terminate, with all rights returning to Courtyard, if:
(x) you breach this Agreement, including, without limitation, transferring or acquiring the Courtyard NFT in a way not specifically permitted hereunder;
or (y) you engage in any unlawful business practice related to the Courtyard NFT.
In the event that you did not lawfully purchase or acquire the Courtyard NFT or upon any termination of the license granted in this Agreement, Courtyard may disable your access to the Artwork and/or Brand and/or deny you access to any further benefits, services or goods associated with the Courtyard NFT, including the NFT Access Privileges.
You acknowledge and agree that any transfer of this Courtyard NFT, by you or by the then- current owner, is subject to a fee payable to Courtyard equal to 6% (six percents) of the total consideration paid for the corresponding Asset in connection with any such transfer.