NFT AGREEMENT AND TERMS OF SALE AND USE

 

PLEASE CAREFULLY READ THIS NFT AGREEMENT AND TERMS OF SALE AND USE (“AGREEMENT”). THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN PACEWELL ENTERTAINMENT, LTD (“COMPANY”) AND BUYER/LICENSEE. BY MINTING OR PURCHASING THE NFT DEFINED BELOW, BUYER/LICENSEE ACKNOWLEDGES AND AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THIS NFT AGREEMENT AND TERMS OF SALE AND USE AND AGREES TO BE BOUND BY THIS AGREEMENT. THESE TERMS SET FORTH BUYER/LICENSEE’S ACQUISITION OF THE NFT DEFINED BELOW.

1.         Company owns all rights, title, and interest including, without limitation, the copyrights to the intellectual property embedded in the digital files comprising the non-fungible token intellectual property including the musical composition, the sound recording and the accompanying visual artwork which includes Attached Artwork (“Artwork”) (collectively the musical composition, sound recording, and Artwork are referred to as the “NFTIP”). 

2.         Company hereby grants to Buyer/Licensee a limited, non-exclusive license to display, perform, and commercialize the NFTIP and grant non-exclusive licenses to third parties to use the NFTIP in whole or in part, such as for synchronization in any media now known or hereafter devised or discovered throughout the world in perpetuity (“Third Party NFTIP Licenses”) subject to the following restrictions:

a.         Buyer/Licensee may authorize third parties to modify, edit, crop, remix, and otherwise alter the musical composition, sound recording and video under a limited non-exclusive license;

b.         Buyer/Licensee may authorize third parties to use Artwork as a whole, exactly as it is presented in the NFT, and shall not, or authorize others to, edit, crop, modify, revise, or otherwise alter the Artwork.

c.         Company may revoke the license granted to Buyer/Licensee in this Agreement, for any use of the NFTIP authorized by Buyer/Licensee that Company deems inappropriate, obscene, in violation of NFT community standards, or otherwise unacceptable in Company’s sole discretion; and

d.         If Buyer/Licensee sells the NFT, all rights granted to Buyer/Licensee and all rights and licenses granted by Buyer/Licensee to Third Party NFTIP Licensees in paragraph 2 above are immediately terminated and all use of the NFTIP by Buyer/Licensee and/or its Third Party NFTIP Licensees shall cease.

 

3.         All right, title, and interest in the NFTIP, including without limitation, the copyrights thereto, shall remain with Company.

 

4.         Buyer/Licensee shall require all Third Party NFTIP Licensees to accord Company a credit as the author/composer/recording artist of the NFTIP in all NFTIP Licenses in substantially the following:

[Song title]: by He Knows She Knows, published by Pacewell Entertainment and Sentric Music Publishing;

Artist: He Knows She Knows

 

5.         Stephen Elms, Sharna Bowman, Pacewell Entertainment and He Knows She Knows will be entitled to all public performance income generated in connection with the public performances and/or digital transmission of the NFTIP.

 

6.         Company hereby represents and warrants that Company is the sole and exclusive owner or authorized licensee of all right, title, and interest (including, without limitation, the copyright) in and to the NFTIP and that the use of the NFTIP in the NFTIP Licenses will not violate the rights of any third party or entity.

 

7.         This Agreement constitutes the entire and only agreement and understanding between the parties concerning the subject matter hereof and all other prior negotiations, agreements, representations and understandings, whether oral or written, are superseded hereby.

 

8.         This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.

 

9.         This Agreement shall be construed and enforced in accordance with the laws of the United Kingdom

10.       Buyer/Licensee is solely responsible for all applicable local, national and provincial taxes arising from any fees or compensation Buyer/Licensee receives from a Third Party NFTIP License.

 

11.       Any controversy or claim arising out of, or relating to, this Agreement, the breach thereof, or the coverage of this arbitration provision shall be settled by arbitration conducted by Pacewell Entertainment under its Commercial Arbitration Rules (or such substitute provisions therefore then in effect); provided, before a single arbitrator with experience in intellectual property, music publishing, and sound recording agreements. Any such arbitration shall be conducted in the United Kingdom. The arbitration of such issues, including the determination of the amount of any damages suffered by any party hereof by reason of the acts or omissions of another shall be to the exclusion of any court of law except as set forth below. The decision of the arbitrator shall be final and binding on all parties and their respective heirs, executors, administrators, successors, and assigns. Any action to secure a judicial confirmation of the arbitration award may be brought in any small claims court of competent jurisdiction. 

 

12.       In the event of breach or alleged breach of this Agreement by Company, Buyer/Licensee’s rights will be limited to those at law for money damages. In no event will Buyer/Licensee have the right to seek or obtain injunctive or other equitable relief. Before either party can be deemed to be in breach of this Agreement the other party must give written notice and the party receiving that notice has 10 business days to “cure” the breach identified in that notice.