Gonesis IP Rights

1. Definitions

Art: "Art" encompasses digital creations, artworks, designs, and drawings created by the author and publicly released, associated with an NFT for transfer or licensing to an owner, subject to this agreement's limitations. Specifically, it refers to the digital creations within the Gonesis NFT Collection, including the Gonesis Ring and Traveler Collections.

NFT: Represents blockchain-tracked, unique tokens compliant with the ERC-721 standard, part of the Gonesis NFT Collection, including the Gonesis Ring and Traveler Collections.

Creator: The entity, namely Lianereum Technologies Pte. Ltd. at 3 Fraser Street, #05-25, DUO Tower, Singapore, responsible for releasing the Gonesis NFT Collection and associated Art.

Commercial Use: Activities aimed at revenue generation, including selling or transferring items (such as NFTs) on marketplaces, producing and selling merchandise, or creating commercial content like comics or video games.

Effective Date: The date this agreement applies to an NFT upon its first release and purchase or subsequent acquisition by an owner.

Owner: The current holder of the NFT, which includes the primary owner and all subsequent owners, with ownership transferring to the new buyer upon resale.

Own: with respect to an NFT, an NFT that one has purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, thus becoming the owner of the purchased NFT.

Primary Owner: The individual or entity recognized as the owner on the Effective Date and involved in the primary assignment.

Purchased NFT: An NFT that has been bought or otherwise acquired, signifying ownership.

Resale: The act of selling a purchased NFT and its art rights to another, transferring ownership and applicable art rights to the new owner upon purchase.

2.Purpose

This Ownership Assignment Agreement ('Agreement') establishes the framework for transferring intellectual property rights in the Art associated with the Gonesis NFT Collection. It details the process for the primary assignment from the Creator to the Primary Owner and oversees any secondary assignments to subsequent buyers of the purchased NFT.

Activated on the Effective Date, the Agreement stays effective as long as it is attached to the purchased NFT. By purchasing the NFT, the Owner agrees to the Agreement's terms. This Agreement governs both primary and secondary assignments, unless a separate contract exists between the involved parties, in which case this Agreement prevails.

Designed to balance the Creator's protections with the Owner's rights to use the Gonesis NFT Collection, the Agreement is open to revisions based on community input.

Creator has the full right to approve any licensing of the Gonesis NFT Collection and associated Art.

3.Assignment & limited license

Personal Use

In acknowledgment of the purchase price, as detailed subsequently, and contingent upon the Primary Owner's steadfast adherence to the provisions of this Agreement and all pertinent laws, the Creator confers upon the Primary Owner a circumscribed, global, non-exclusive right to replicate, access, and utilize the Gonesis NFT Collection and the corresponding Art for the Primary Owner's sole personal, non-commercial pursuits, on the condition that the Primary Owner preserves all copyright and any other proprietary acknowledgments unaltered.

Commercial Use

The Primary Owner is granted a limited, worldwide, non-exclusive license to reproduce, access, and use the Gonesis NFT Collection and related Art for developing and marketing their goods and services. For all commercial uses of Gonesis NFTs or Art, the Primary Owner must notify the Creator at[email protected]to discuss compliance and licensing requirements. This ensures all commercial activities align with the terms of this Agreement and receive appropriate approvals. The Creator reserves the right to audit and at its discretion, grant or deny any exceptions to these guidelines above and authorize additional or enhanced licensing agreements.

This limited license for commercial use is subject to the following stipulations:

• The Primary Owner and any sublicenses are strictly prohibited from modifying or presenting the Gonesis NFT or associated Art in any manner that could reasonably be construed as promoting hate speech, intolerance, violence, or any form of discrimination, or that would otherwise violate the inclusive values of the Gonesis brand and community.
• The Primary Owner is not permitted to use or sublicense their Gonesis NFT or related Art for the promotion, advertisement, marketing, or sale of any third-party goods or services without explicit approval from the Creator.
• The Primary Owner is forbidden from utilizing the name "Gonesis" or any related Gonesis names, logos, trademarks, character names, or any animations, characters, themes, or materials connected to the Creator's digital content.
• The Primary Owner cannot merge their Gonesis NFT with any other Gonesis NFTs or modified versions that they do not own, without explicit permission from the respective Gonesis NFT owner.
• The Primary Owner is not allowed to seek trademark, copyright, or acquire additional intellectual property rights in "Gonesis" or any Gonesis NFT or associated Art or content.

Creator values community engagement and supports the creative use of the Gonesis NFT Collection. The Owner could share Gonesis-inspired projects and visuals with the Creator at[email protected]for a chance to be featured or endorsed, covering both personal and commercial projects. The Owner could inform the Creator at[email protected]for any commercial use of Gonesis NFTs or Art to ensure compliance and discuss potential licensing needs. The Creator reserves the right to conduct audits and exercise its sole discretion in granting or denying any exceptions to these stipulations and in authorizing additional or enhanced licensing agreements.

4.Warranties and indemnification

Under the auspices of this Agreement, the Primary Owner, upon engaging in commercial activities through the granted limited, worldwide, nonexclusive license to utilize the Gonesis NFT Collection and associated Art, commits to conducting such activities in full compliance with the law. This obligation encompasses the establishment of necessary legal entities, maintaining a lawful operational status, securing appropriate licenses for business conduct in all relevant jurisdictions, and adhering strictly to all applicable laws, regulations, and statutes. Moreover, the Primary Owner warrants possessing adequate authority and resources, including sufficient insurance, to meet all responsibilities towards their customers and fulfill indemnification obligations towards the Creator.

Should the Primary Owner extend the use of their Gonesis NFT Collection to third parties via sublicensing or other approved methods under this Agreement, they bear the responsibility to ensure these third parties' adherence to legal standards, including the establishment of compliant corporate structures and securing necessary operational authorizations. The Primary Owner guarantees they hold the requisite authority to manage such activities, ensuring adequate insurance coverage is in place to address obligations and indemnity commitments to the Creator.

Furthermore, the Primary Owner, herein designated as the 'Indemnifying Party,' shall indemnify, defend, and hold harmless the Creator from and against all liabilities, losses, claims, demands, actions, judgments, and costs, including reasonable attorneys' fees, arising out of or related to the Primary Owner’s or their sublicensees' use of the Gonesis NFT Collection and associated Art or any breach of the warranties and representations made herein.

5.Term and termination

The limited licenses granted herein are effective only for the duration that the Primary Owner possesses the NFT. Such licenses will be terminated immediately upon the Primary Owner ceasing to own the NFT. Additionally, should the Primary Owner exceed the limitations of the licenses outlined in sections 3 and 4 of this Agreement without securing an expanded license agreement or an exemption from the Creator, the Primary Owner is acknowledged and agreed that: (i) he has breached this Agreement; (ii) the Creator may, without the need for providing notice, immediately terminate these licenses; and (iii) the Primary Owner will be obligated to reimburse the Creator for any fees, costs, and expenses incurred in the enforcement of this Agreement against the Primary Owner, including, but not limited to, accounting and legal fees.

6.Rights

Purchasing a Gonesis NFT means that Gonesis NFT Collection grants the Primary Owner full ownership rights over the NFT, including the rights to store, sell, and transfer the NFT. However, the Primary Owner must acknowledge and agree that purchasing the Gonesis NFT does not confer any rights, either express or implied, to the Gonesis NFT Collection or any associated Art beyond the limited licenses outlined in sections 3 of this Agreement. This encompasses, but is not limited to, copyrights and other intellectual property rights. The rights and interests of the Primary Owner in their Gonesis NFT, the associated Art, any derivatives of it, and any artwork provided under these terms will terminate immediately upon any subsequent sale, transfer, dispossession, destruction, or other form of relinquishment of the Gonesis NFT.

Any use of the Art not expressly authorized under this Agreement, without the prior explicit written consent of the Creator, is strictly prohibited and will result in the immediate termination of the right to access and use the Gonesis website or NFTGo.io website (as defined in the terms of service for NFTGo.io), along with all rights and licenses granted herein. Such unauthorized use may also violate applicable laws, including copyright and trademark laws, as well as relevant communication regulations and statutes.

The Creator and the Owner agree to collaborate in good faith and provide reasonable assistance to each other in legal actions involving the Art or its derivative works, especially for the purpose of safeguarding all intellectual property rights associated with the Art against infringement.

In cases where the Owner does not act upon receiving written notification from the Creator, the Creator retains the right to protect and defend the rights related to the Art, including initiating legal proceedings.

Furthermore, the Creator retains the authority to enforce all moral rights of the Art's author, ensuring these rights remain perpetual, non-transferable, and protected. Owners, along with their affiliates and third parties, must respect these moral rights, including the right of authorship and integrity of the Art. Any use that could harm the Art's essence or the Gonesis brand's reputation is strictly prohibited, upholding the Creator's right to attribute the Art and prevent alterations detrimental to its value or integrity.

No clause in this Agreement shall be interpreted as granting any license of intellectual property rights to the purchaser, except for those explicitly stated herein.

7.Compensation

It is expressly agreed that all intellectual property rights assigned to the Primary Owner, as per the primary assignment, or to subsequent owners, through a secondary assignment, are conferred in return for the purchase price paid by the Owner to acquire the NFT, as specified on the NFT marketplace where it was purchased (the “Purchase Price”). This Purchase Price is considered to be fixed and final.

Notwithstanding the above, the Creator is also entitled to receive compensation from any resale of the complete work, in line with the commission('Royalty') percentage determined by the NFT marketplace where such resale occurs.

8.Trademarks and promotion

In any usage of the Gonesis NFT Collection and associated Art, including but not limited to its publication, exploitation, and/or promotion, the Owner is prohibited from employing the Creator's trademarks, service marks, or any proprietary identifiers, unless expressly allowed under applicable law or via a written agreement with the Creator.

As an exception, for purely non-commercial purposes, the Owner is permitted to reference the Creator using the name “Gonesis” or any other designation the Creator may specify over time, provided the Creator has not indicated otherwise. The Owner must ensure that such usage does not harm or negatively affect the Creator's reputation, the Gonesis brand, or its community in any manner.

The Creator reserves the right, though not the obligation, to promote any public utilization of the Art by the Owner, including through social media channels, at its sole discretion, unless the Owner requests otherwise. The Owner must not represent the Art in a manner that implies the Creator's endorsement, recommendation, or preference of the Owner or their use of the Art without the Creator’s explicit consent and authorization.

The trademarks, service marks, trade names, and logos, including those related to Gonesis, as well as any third-party marks displayed through the services, are owned by the Creator, its licensors, affiliates, or sponsors. These marks can be utilized by the Primary Owner solely to accurately describe their Gonesis NFT or enhancements thereof when being listed for sale, distribution, or for non-commercial purposes. The Creator reserves the right to monitor and enforce the use of its trademarks. This enforcement includes, but is not limited to: (a) initiating necessary legal measures to halt the use of any marks that, in the Creator’s exclusive opinion, are identical to or could be confused with its trademarks; and (b) engaging in suitable legal proceedings, including but not limited to actions before the Intellectual Property Office of Singapore or equivalent bodies, to prevent the registration of any marks that are considered, at the Creator’s sole discretion, to be too similar to its own trademarks.

9.Governing law

Should any clause within this agreement be deemed illegal, invalid, or unenforceable, either in entirety or partially, such clause shall be modified or excised to the extent necessary to render it legal, valid, and enforceable while preserving the original intent of the parties as closely as possible.

The legality, interpretation, and execution of this agreement, including all its clauses and provisions, along with the rights and obligations of the parties, shall be governed by and construed in accordance with the laws of Singapore. This applies to all aspects of the agreement, reflecting the jurisdiction where the Lianereum Technologies Pte. Ltd. (i.e., the 'Creator') is based, ensuring that the agreement aligns with the local legal framework and business practices.