Amberfi Limited Commercial License

This Amberfi Limited Commercial License, along with any additional Item Details, is a legally binding agreement between you, as the NFT Owner, and the Creator and describes the rights in the Work that you may obtain when you purchase or receive this NFT. By taking possession of this NFT, you agree to all of the terms of this Amberfi Limited Commercial License. 

Some or all of this Amberfi Limited Commercial License may be incorporated into the smart contract for this NFT. It is your obligation to review and familiarize yourself with the smart contract. In the event of any conflict between the operation of the smart contract and this Amberfi Limited Commercial License, the smart contract shall prevail.

Definitions

“Creator” means the original seller of an NFT on the Platform, who owns or otherwise holds a copyright interest in the associated Work; a Creator may be a single individual or entity, or more than one individual or entity that owns or hold interests in the Work.

“Credit” means crediting the Creator as author of the Work.

“Item Details” means any particularized license terms for this NFT that are provided as part of the item listing for this NFT by Creator on the Platform in connection with the first sale of this NFT.

“Limited Modifications” means cropping or other minor changes to the Work for technical quality, provided that the editorial integrity of the Work is not compromised.

“NFT” means the blockchain-tracked, non-fungible token that is the subject of these Conditions of Sale.

“NFT Owner” means any person or entity who legally Owns this NFT, excluding the Creator.

“Non-Commercial” means use of the Work that does not involve any commercial use by (a) you; and/or (b) any party acting at your direction or request, or pursuant to your control, such uses including but not limited to an exchange of money, cryptocurrency or other value, or using the Work for or in connection with promotional purposes and/or merchandise.

“Own” or “Owned” means, with respect to this NFT, that (a) you originally purchased on the Platform; (b) purchased on a Secondary Marketplace from a legitimate NFT Owner; or (c) lawfully received from a legitimate NFT Owner in a swap, donation, transfer or other disposition.

“Platform” shall mean any marketplace owned and operated, or managed, by Cerulean Blue Technology Partners (“Cerulean Blue”), including without limitation the Amberfi platform found at amberfi.xyz.

“Personal” shall mean Non-Commercial, personal use by an individual.

“Resale” means any subsequent Sale by an Owner of this NFT to another third party on the Platform or Secondary Marketplace, as distinguished from the first Sale of this NFT on the Platform.

“Resale Royalty” refers to any royalties due to the Creator and reflected in the smart contract, which must be paid upon any Resale of this NFT to a new Owner .  

“Sale” means any sale, offer to sell, swap, donation, transfer, or other disposition of an NFT.

“Secondary Marketplace” shall mean collectively the Platform and any third party market, website, platform, or application that permits the inclusion or sale of NFTs.

“Work” means any intangible, copyright-protected work, including but not limited to art, photos, music, text, and audiovisual material that is associated with this NFT.

The terms “Copy,” “Display,” “Perform,” and “Derivative Work” shall have the meanings ascribed to those terms in 17 U.S. Code § 101.

Rights and permissions: Permitted uses

The following are license rights outlining what you as the Owner of this NFT can do with the Work.   

You acknowledge and agree that, subject to this Amberfi Limited Commercial License, Creator owns all legal right, title, and interest in and to the Work, and all intellectual property and other rights therein. Any rights that you have in and to the Work are limited to those expressly described in this Amberfi Limited Commercial License. Creator reserves all rights in and to the Work not expressly granted to you herein. If you want to use the Work for any purpose not expressly granted herein you must first secure written permission from the Creator, which may be granted or declined in the Creator’s sole discretion. 

Terms of the License Grant:

“Non-Commercial Grant of Rights”: Creator grants you a worldwide, non-exclusive, non-sublicensable, royalty-free license to view, copy, display or perform the Work solely for the following purposes:

1. For your own Personal Non-Commercial use and enjoyment 
2. For Non-Commercial public display or performance on the following media:
   1. Personal use in online games;
   2. On your owned and operated social media channels;
   3. On your Personal website(s);
   4. In virtual galleries;
   5. In metaverses or decentralized virtual environments, so long as your use is limited to your personal presence or interaction with said environments;
   6. In your own Personal presentations;
   7. For Non-Commercial editorial use to accompany articles in digital and print publications, in documentaries, online blogs, forums, Discords, in podcasts, provided in all cases that there is a reasonable connection between the Work and the article or other content; and
3. In connection with your further Sale of this NFT on the Platform or a Secondary Market, provided you do not attempt to deprive the Creator of any Resale Royalties due under the smart contract. 

“Limited Commercial Grant of Rights”: In addition, the Creator hereby grants you the non-exclusive, non-sublicensable, worldwide, right and license to copy, perform, display and otherwise use the Work solely for the following limited commercial purposes:

1. To sell physical prints of the Work, provided that the total revenue collected does not exceed ten thousand US dollars (US$10,000) in the aggregate;
2. To display to public gatherings, provided that the amount charged does not exceed ten thousand US dollars (US$10,000) in the aggregate; and 
3. To manufacture, distribute and sell merchandise up to a total combined production of one thousand (1,000) items (“Merchandise”), as well as in connection with the promotion and advertising solely of such Merchandise, provided that the total revenue for the sale of such Merchandise, in the aggregate, shall not exceed ten thousand US dollars (US$10,000).

Attribution: In connection with the foregoing Amberfi Limited Commercial License, you must make reasonable efforts to provide Credit. 

License Transfer: This Amberfi Limited Commercial License as granted herein applies only for as long as you continue to Own this NFT. If at any time you sell, trade, donate, give away, or transfer this NFT to a new Owner, this Amberfi Limited Commercial License will be transferred to that new Owner, and you will have no further rights in or to this NFT or Work associated with this NFT. 

In addition, the Limited Commercial Grant of Rights is restricted to one time use per Owner, which means if you sell this NFT and repurchase, or otherwise come into possession of this NFT any time after such sale, the limitations on aggregate revenues and total number of items sold set forth in Paragraphs (a) – (c) in the Limited Commercial Grant of Rights will continue to apply as if there was no interruption in your ownership of the NFT.

Rights and permissions: Non-permitted uses

The following are License restrictions outlining what you as the Owner of this NFT cannot do with the Work, in addition to any specific restrictions set out above with respect to a particular License. You agree that you will not, directly or indirectly:

1. Mint, tokenize, or create another cryptographic token associated with the same Work or a work that is substantially similar to the Work;
2. Alter, modify or edit the (i) Work other than Limited Modifications; or (ii) any digital file incorporating or associated with the Work or the NFT, in any way;
3. use the Work to promote, advertise, market, sell or offer any third party product or service; 
4. use or exploit the Work in connection with any 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; 
5. incorporate the Work into, or in any way associate the Work with, pornographic sites or materials; 
6. attempt to trademark, copyright, or otherwise register or acquire additional intellectual property rights in or to the Work based solely on your ownership of the NFT; or 
7. exploit the Work or any digital file incorporating or associated with the Work or the NFT for any third party’s commercial benefit. 

Any violation of this Amberfi Limited Commercial License automatically voids this Amberfi Limited Commercial License.  

Conditions of Resale 

You agree to make any Resale of this NFT only through the Platform or a Secondary Marketplace that automatically recognizes any Resale Royalty built into this NFT’s smart contract. If you inadvertently make a Resale on a Secondary Marketplace that does not automatically recognize and send the applicable Resale Royalty, you agree to ensure payment of the Resale Royalty to the Creator on such Resale and any subsequent Resales, and will be liable for any failure to ensure such Resale Payment.

Fractionalized NFTs 

In jurisdictions in which fractionalization of NFTs is lawful, if this NFT is fractionalized into smaller ownership interests (which may be represented by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in this NFT and the accompanying rights in the Work, but are only granted to an Owner who owns all fractionalized interests in the NFT. If you sell a fractional interest in this NFT, then you must pay Resale Royalties on the Sale of such fractionalized interest, and will be liable for any failure to ensure such Resale Payment.

Creator restrictions on additional NFTs of the Work

In addition, Creator agrees that Creator will not, and will not cause another to, mint, tokenize or create another cryptographic token associated with the same Work or a work that is substantially similar to the Work. 

Warranties and Limitations

In connection with this NFT sale, the seller of the NFT warrants that the seller is the Owner of the NFT and has the right and ability to sell the NFT. Creator warrants that Creator has the right and ability to provide this Amberfi Limited Commercial License to the Work, as set forth above.

In connection with this NFT sale, you warrant that any funds used to purchase the NFT are not connected with any criminal activity, including money laundering, and that your purchase of an NFT complies with applicable regulations and governing laws within your jurisdiction.

You acknowledge that Creator or Owners of NFTs associated with works similar to yours, subject to any restrictions herein, may create derivative works of the Work (“Other Derivative Works”) that may be similar to the Work. You, on behalf of yourself and your heirs, successors, and assigns, irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against Creator and Owner, or their respective past, present and future parents, affiliates or licensees (or any of their partners, members, employees, officers, directors, contractors, agents and equity holders) in connection with their use, distribution, reproduction, display, perform, modification, and creation of derivative works of their Creative Derivative Works, provided that such Creative Derivative Works were not created or sold in violation of any restrictions in the applicable License granted hereunder. 

Amberfi makes no warranty, express or implied, oral or written, with respect to this NFT or Work, including any Warranties with respect to title, non-infringement, technical operation, performance, quality, authenticity (including references to “Amberfi Verified”), or any implied warranties of merchantability or fitness for a particular purpose, each of which is specifically disclaimed. In no event will Amberfi be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. In no event will Amberfi’s total liability to you for all damages, losses or causes of action exceed the amount paid to Amberfi in commission or fees on the sale of this NFT.  The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will Amberfi be liable for any inability for you to access the Work for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Work is stored; or (b) any Secondary Marketplace.

THE VALUE OF NFTS ARE SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE NFT AND THE WORK. NFTS MADE AVAILABLE FOR SALE ON THE PLATFORM ARE NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED, INVESTMENT VEHICLES.  

Jurisdiction

This Amberfi Limited Commercial License is governed by the laws of Curaçao without regard to its conflict of law provisions. With respect to any disputes or claims, you agree to submit to the personal and exclusive jurisdiction of the courts located within Curaçao.

Use of Platform

Your use of the Platform in connection with the purchase or sale of any NFT is subject to the terms of use for the Platform, currently found at tropicalarts.com/terms (“Terms of Use”).  In the event of any conflict between this Amberfi Limited Commercial License and the Terms of Use, this Amberfi Limited Commercial License shall prevail.