NFT Holders

TERMS OF USE

This NFT License Agreement (the “License Agreement”) is a legally binding agreement by and among you, on the one hand, and Marrisa Wilson NY LLC (“MWNY”), on the other hand, and describes your rights and responsibilities as a buyer, seller, owner or holder of a Licensed NFT (as such term is defined above) which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain (“Holder”). For clarity, this License Agreement does not otherwise govern the transaction that is effectuated on any NFT exchange platform, including OPENSEA, when you buy or offer to buy any Licensed NFTs, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs, which are provided by such third party vendors (including but not limited to ConsenSys Software Inc. d/b/a Metamask and Ozone Networks, Inc. d/b/a OpenSea) and governed by and subject to the terms of use provided by those third party vendors, unless such third party terms of use conflict or are inconsistent with the terms of this License Agreement, in which case the terms of this License Agreement shall prevail. 

  1. Definitions.

"Licensed NFTs" refers to any NFTs created and minted by MWNY in relation to artwork and physical items designed or created by Marrisa Wilson.


“Approved Marketplace” means the OpenSea marketplace operated by Ozone Networks, Inc.

  1. License.

Subject to your compliance with the terms of this License Agreement, MWNY hereby grants you as the Holder, a worldwide, non-exclusive, personal, limited license, solely with respect to any Licensed NFT(s) that you are the Holder of, to use, wear, and display the Licensed NFT(s), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, or otherwise on the Internet or in association with your offer to sell or trade your Licensed NFT(s). At the discretion of MWNY, as a Holder you may be offered future benefits such as discount codes to the marrisawilsonny.com products and/or tickets to future virtual or actual runway shows. This license does not grant you any rights other than that the rights provided herein, under this license, in or to the Licensed NFT and any underlying artwork associated with said Licensed NFT(s), including any of the copyrights described in Section 4 below.

  1. Restrictions.

You as the Holder agree that you may not, and will not permit any third party to, do or attempt to do any of the following without MWNY’s express prior written consent in each case: (i) modify the Licensed NFT(s) in any way; (ii) use the Licensed NFT(s) to advertise, market, or sell any product or service; (iii) use the Licensed NFT(s) in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others; (iv) use or incorporate the Licensed NFT(s) in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Licensed NFT(s); (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT(s) or in any derivative work based on the Licensed NFT(s), including any in MWNY’s name, trademark, logo, trade dress, or other source indicators contained or depicted therein; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Licensed NFT(s) on any platform; (viii) falsify, misrepresent, or conceal the authorship of the Licensed NFT(s); or (ix) otherwise commercially use or exploit any Licensed NFT(s) for your or any third party’s benefit, including by selling copies of any Licensed NFT(s) or selling derivative works embodying any Licensed NFT(s).

  1. Ownership and Royalties.

You acknowledge and agree that MWNY (or, as applicable, their licensors) own all legal right, title and interest in and to the Licensed NFT(s), and all intellectual property rights therein. The rights that you as the Holder have in and to the Licensed NFT(s) are limited to those expressly described in Section 2 of this Agreement. MWNY (on behalf of themselves and, as applicable, their licensors) reserve all other rights in and to the Licensed NFT(s), including all copyrights in and to the Licensed NFT(s) (e.g., the right to reproduce and make copies, to prepare derivative works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).  You acknowledge and agree that MWNY receives, in perpetuity, 10% of the gross proceeds of every sale, trade, auction, donation, gift, give away or transfer of any Licensed NFT on an Approved Marketplace as a royalty. If you sell, trade, auction, donate, gift, give away or transfer any Licensed NFT other than through an Approved Marketplace, you agree to include the following statement in the description of the Licensed NFT: “10% royalty applies” with a link to this License Agreement.

  1. License Term.

The license granted in Section 2 applies only to the extent that you continue to be the Holder of the applicable Licensed NFT. If at any time you sell, trade, auction, donate, gift, give away, or transfer your Licensed NFT to a new Holder through an Approved Marketplace, the license granted in Section 2 shall be transferred to that new Holder, and you will have no further rights in or to the Licensed NFT(s). If at any time you burn or otherwise dispose of your Licensed NFT for any reason, or sell, trade, auction, donate, gift, give away, or transfer your Licensed NFT other than through an Approved Marketplace, the license granted in Section 2 will immediately expire with respect to that Licensed NFT without the requirement of notice or any further action, and you will have no further rights in or to the Licensed NFT. 

6. Indemnification.

You shall indemnify, defend (at MWNY’s request) and hold harmless MWNY, their respective affiliates and licensors, and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of this License Agreement, your use of, and any of your acts or omissions with respect to, any of the Licensed NFT(s), your infringement of the intellectual property rights of MWNY or any third parties, your violation of any applicable law, rule or regulation, any dispute between you and any third party with respect to the Licensed NFT (including, without limitation, the Approved Marketplace, any other platform, and any prior or subsequent holder), and/or any acts or omissions by you that may impact MWNY’s reputation or goodwill. MWNY will also have the right to provide our own defense additionally or alternatively at our own expense.

7. Limitation of Liability 

ALL LICENSED NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MWNY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MWNY BE LIABLE TO YOU 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 ANY LICENSED NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, BLOCKCHAIN, METAMASK AND/OR OZONE NETWORKS, INC D/B/A OPENSEA. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER 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, MWNY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO MWNY FOR ANY APPLICABLE LICENSED NFT(s). YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. 


8.    Assumption Of Risk.

The Licensed NFTs are made available solely for entertainment purposes. You agree that you assume the following risks: (a) to the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, including your Licensed NFT, and there is no guarantee that your Licensed NFTs will have or retain any value; (b) the commercial or market value on a Licensed NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity in connection with the MWNY brand; (c) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and that MWNY will not be responsible for any of these, however caused; (d) MWNY does not make any promises or guarantees about the availability of the Licensed NFT or the underlying artwork on the Internet or that they will host the Licensed NFT or the licensed artwork at any specific location and/or for any specific period of time; (e) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (f) MWNY does not make any promises or guarantees related to the MetaMask Wallet, Ozone Networks, Inc. d/b/a OpenSea, Blockchain or any other third parties and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (g) the risk of losing access to a Licensed NFT due to loss of private key(s), custodial error or purchaser error; (h) the risk of mining attacks; (i) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (j) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; (k) the risks related to taxation; (l) that NFTs are not legal tender and are not back by any government; and (m) MWNY is not responsible for any transaction between you and a third party (e.g., your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and MWNY shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to license the Licensed NFT and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. MWNY cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. MWNY cannot and does not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that MWNY will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to the acquisition of the Licensed NFT(s).

9. Assignment.

MWNY will have the unrestricted right to assign this License Agreement and to assign, subcontract, license and sublicense any or all of their respective rights and obligations hereunder. This License Agreement (including, without limitation, the license granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a new Holder of the Licensed NFT as set forth in Section 5 above. Any other attempt by you to assign, sub-license, or transfer your rights under this License Agreement shall be null and void.

10. Dispute Resolution.

This License Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this License Agreement may be brought and adjudicated only in the courts, federal or state, located in the County of New York, State of New York, and MWNY, and you submit to the exclusive jurisdiction of such courts and waive any objections based upon improper venue or inconvenient forum. Neither MWNY or you shall seek to litigate any claims against the other on a class action or representative party basis and shall pursue any claims solely on an individual basis.

11. Remedies.

Your rights and remedies in the event of any breach of this License Agreement are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek any equitable relief, whether injunctive or otherwise.

12. Miscellaneous Terms.

This License Agreement constitutes the complete understanding and agreement of you as the Holder and MWNY with respect to the Licensed NFTs and supersedes any and all prior or contemporaneous written or oral agreements between you and MWNY with respect to all Licensed NFTs. Prior agreements between MWNY and you relating to any Licensed NFTs will continue to govern those prior Licensed NFTs. The language of any clause or term of this License Agreement will not be construed for or against the drafter. No right or term of this License Agreement will be deemed waived, and no breach of this License Agreement excused, unless the waiver or consent is in writing and signed by you and MWNY. Any modification or amendment to this License Agreement must be made in writing and signed by you and MWNY.