NFT Art4Life LLC is the company behind the artwork and collections created by Tyler McNair.

This page provides the full NFT Art4Life LLC NFT Holder Intellectual Property License Agreement & Terms of Use.

NFT Art4Life LLC

NFT HOLDER INTELLECTUAL PROPERTY LICENSE AGREEMENT & TERMS OF USE

Effective Date: 01/01/2022

This NFT Holder Intellectual Property License Agreement and Terms of Use (“Agreement”) governs the rights and obligations of any person or entity that purchases, acquires, holds, transfers, or uses a non-fungible token (“NFT”) created and issued by NFT Art4Life LLC, a Wisconsin limited liability company (“Company,” “we,” “us,” or “our”).

By purchasing, acquiring, holding, transferring, or using an NFT, you (“Holder”) agree to be bound by this Agreement.

1. Ownership of Intellectual Property

All right, title, and interest in and to the artwork, images, designs, audiovisual elements, metadata, traits, smart contract content, trademarks, and all associated intellectual property rights (collectively, the “Artwork”) are and shall remain the sole and exclusive property of NFT Art4Life LLC.

Ownership of an NFT:

does not transfer copyright
does not transfer trademark rights
does not constitute ownership in NFT Art4Life LLC
does not grant governance or voting rights
does not grant rights to revenue, royalties, dividends, or profit sharing

The NFT is a digital token representing a limited license to use the Artwork solely as set forth in this Agreement.

2. Grant of License

Subject to the Holder’s continued compliance with this Agreement, NFT Art4Life LLC grants the Holder a:

non-exclusive
non-transferable (except in connection with a lawful transfer of the NFT)
revocable
limited

license to display the Artwork for personal, non-commercial purposes.

Commercial use is permitted only with the Company’s prior written approval.

Definition of Commercial Use

“Commercial Use” includes any use of the Artwork:

in connection with a product, service, or business
for branding, marketing, or advertising
on merchandise or goods for sale
in monetized media or content
where the primary intent is financial gain

3. Prohibited Uses

The Artwork may not be used in any manner that:

promotes hate speech, discrimination, harassment, or violence
is defamatory, obscene, or unlawful
infringes upon the rights of any third party
involves pornography or explicit sexual content
is associated with extremist or terrorist organizations
involves scams, fraudulent activity, or deceptive practices
misrepresents the origin or ownership of the Artwork
modifies, alters, or creates derivative works without prior written consent
causes reputational harm to NFT Art4Life LLC or its projects

4. Commercial Use Approval

All Commercial Use requires prior written approval from NFT Art4Life LLC.

The Company may approve or deny any request in its sole discretion.

5. Utilities, Benefits, and Access

Any utilities, perks, benefits, experiences, or special access offered to NFT holders:

are not guaranteed
may be modified, suspended, or terminated at any time
may be dependent on the specific NFT held and/or the Holder’s active participation

Nothing in this Agreement shall be interpreted as a promise of future development, functionality, or value.

6. No Investment or Securities Representation

The NFTs are digital collectibles and are provided for artistic, entertainment, and community purposes only.

They:

are not securities
are not investment contracts
are not intended for speculative investment
do not create any expectation of profit derived from the efforts of others

7. No Warranties

The NFTs, the Artwork, and all associated services are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, express or implied, including but not limited to:

future value or market price
market liquidity
continued availability of any blockchain or marketplace
continued development or availability of project features

8. Limitation of Liability

To the fullest extent permitted by law, NFT Art4Life LLC shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to the NFT, the Artwork, or any associated services or utilities.

In no event shall the total aggregate liability of NFT Art4Life LLC exceed the United States dollar (USD) value actually received by NFT Art4Life LLC for the initial mint or first sale of the NFT, as measured at the time of that transaction.

For the avoidance of doubt:

Secondary market transactions are not included
Changes in the value of any cryptocurrency or digital asset shall not increase the Company’s liability

Any claim or cause of action must be filed within one (1) year after it arises, or it shall be permanently barred.

9. Assumption of Risk (Web3-Specific)

By acquiring and holding the NFT, the Holder acknowledges and agrees that:

blockchain technology is experimental and may fail or be subject to attacks
access to the NFT requires control of a private wallet and private keys
loss of private keys or wallet access will result in permanent loss of the NFT
transactions on the blockchain are irreversible
cryptocurrency values are highly volatile
gas fees and transaction costs may fluctuate
third-party marketplaces may cease operation or restrict access
smart contracts may contain vulnerabilities or errors

The Holder assumes all risks associated with acquiring, holding, and using the NFT and releases NFT Art4Life LLC from any liability related to such risks.

10. Termination of License

This Agreement automatically terminates if:

the Holder transfers the NFT, or
the NFT is burned, or
the Holder breaches any term of this Agreement.

Upon termination, all rights to use the Artwork immediately cease.

11. Revocation for Brand Protection

NFT Art4Life LLC reserves the right to revoke the commercial license at any time if the Artwork is used in a manner that:

violates this Agreement
harms the reputation of the Company
creates legal exposure for the Company

12. Indemnification

The Holder agrees to defend, indemnify, and hold harmless NFT Art4Life LLC from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

the Holder’s use of the Artwork
the Holder’s breach of this Agreement

13. Metadata, Artwork Evolution, and Utility Changes

The Holder acknowledges and agrees that the NFTs and associated Artwork are part of an evolving digital ecosystem.

NFT Art4Life LLC reserves the right, at its sole discretion, to:

update, modify, or enhance the Artwork
modify or update metadata and traits
rebalance or adjust trait characteristics or rarity
integrate the NFT into games, applications, interactive experiences, or other media
add, modify, suspend, or remove utilities, features, or benefits
implement technical updates, smart contract migrations, or platform changes

Such changes:

do not constitute a breach of this Agreement
do not entitle the Holder to compensation or damages
may affect the appearance, functionality, or perceived value of the NFT

All utilities and features are experimental and subject to ongoing development.

14. Right to Modify Terms

NFT Art4Life LLC reserves the right to update or modify this Agreement at any time.

Continued holding or use of the NFT after any modification constitutes acceptance of the revised terms.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles.

16. Minting Conditions, Pricing, and Promotional Flexibility

NFT Art4Life LLC reserves the right, at its sole discretion, to determine and modify the terms and conditions of any NFT mint, including but not limited to:

mint price
pricing structure
supply available for mint
mint duration or availability
allowlists or early access programs
distribution of free mints
issuance of mint passes or discount mechanisms
promotional campaigns, sales, or special offers

The Holder acknowledges and agrees that:

mint prices may increase or decrease at any time
different participants may mint at different prices
promotional or discounted mints may occur before, during, or after a public mint
such variations do not entitle any Holder to a refund, reimbursement, or compensation

Mint price and promotional variations are part of the experimental and community-driven nature of the project and shall not be considered a breach of this Agreement.