Terms & Conditions

This TERMS OF USE AND LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of the date you (the “Licensee” or “you”) acquire a Keensight non-fungible token (“Keensight NFT”) (the “Effective Date”). When you lawfully acquire a Keensight NFT, you own all personal property rights to the token that correlates to a specific NFT Art developed or controlled by Creator. This Agreement also conveys to you an intellectual property license of the NFT Art, which is a separate right granted to you from your ownership of the Keensight NFT.

This Agreement shall apply to and carry with each Keensight NFT and its associated NFT Art in the Collection and shall bind each Licensee who owns that Keensight NFT.

1) Definitions.

“Collection” is the collection of Keensight NFTs that are associated with NFT Art.

“Creator” means the entity that created the Collection.

“Licensee” means the current owner of the Keensight NFT. There can be several different owners of each Keensight NFT throughout time, but only one Licensee at a time. The owner of each Keensight NFT is the owner who has the license, subject to the terms herein, to the associated NFT Art.

“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to ERC-721 standards, issued and tradeable on a blockchain.

“NFT Art” means any digital creation, art, design or drawing created by Creator or its affiliates that may be associated with the Collection. NFT Art, or portions thereof, may be associated with one or more NFTs.

“Keensight NFT” means an NFT that Licensee purchased or acquires that is associated with the NFT Art.

2) Ownership.

  1. Keensight NFT Ownership. Ownership of each Keensight NFT is controlled by the smart contract associated with the Collection and the Ethereum network.
  2. NFT Art Ownership. Licensee acknowledges and agrees that Creator owns or has a license to all legal right, title, and interest in and to the NFT Art, and all intellectual property rights therein. Creator reserves all rights in and to the NFT Art not expressly granted to Licensee in this Agreement.

3) License.

The licenses granted under Section 3(a) and 3(b) are collectively referred to as the “License.” Subject to Licensee’s continued compliance with the terms of this Agreement and applicable laws and continued ownership of the Keensight NFT, Creator grants Licensee the following licenses for personal and commercial use:

  1. Personal Use. Creator grants Licensee a worldwide, non-exclusive, royalty-free (subject to Section 5) license to use, copy, and display the NFT Art for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Keensight NFT, provided that the marketplace cryptographically verifies Licensee’s rights to display Licensee’s Keensight NFT; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Keensight NFT, provided that the website or application verifies the Keensight NFT is owned by Licensee, and that the Keensight NFT is no longer visible once Licensee leaves the website or application.
  2. Commercial Use. Creator grants Licensee a worldwide, non-exclusive, royalty-free (subject to Section 5) license for commercial purposes to use, copy, display, and create derivative works of the NFT Art associated with the Keensight NFT owned by Licensee. This License includes the right to display the NFT Art on products or services, display the NFT Art on merchandise, and create derivative works related to the NFT Art.
  3. Restrictions.
    1. The License does not grant Licensee any right to use Creator’s trade names, brands, trade dress, or trademarks (collectively, “Creator IP”) with the exception of accurately stating that the NFT Art is part of the Collection and/or Creator is affiliated with the Collection.
    2. Licensee shall not use the Creator IP in connection with any domain name, Web3 domain name, social media account, URL, or search engine keyword.
    3. To the extent Licensee acquires any goodwill associated with Creator IP, Licensee shall automatically assign those rights to Creator and shall cooperate to sign any documentation necessary to effectuate that assignment.
    4. Licensee shall not use the NFT Art or the associated Keensight NFT in any manner that is hateful, threatening, or pornographic; incites violence; is defamatory; displays cruelty, contains nudity or graphic or gratuitous violence; or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or any applicable law or regulation.
    5. Licensee shall follow all applicable laws related to posting any content associated with the NFT Art.
    6. The License shall be subject to the quality control standards and guidelines that Creator may provide to Licensee from time to time. Licensee shall adhere to all such standards.
    7. If at any time Licensee no longer owns the Keensight NFT associated with the NFT Art, the License shall immediately terminate and Licensee shall have no rights to continue using the NFT Art or any derivative created therefrom associated with each Keensight NFT.
    8. Licensee shall not obtain right to the License if it obtained the Keensight NFT by illegal means or if you are a Restricted Party.
    9. If the Keensight NFT is fractionalized into smaller ownership interests, including representation by other tokens), the rights licensed hereunder do not transfer to each of the owners of such fractionalized interests in the Keensight NFT, but are only granted to Licensees who own the full and undivided interest in a Keensight NFT.
    10. All rights not expressly granted herein are reserved by Creator.
    11. This agreement does not restrict Creator from using the NFT Art in any way. Creator shall have the right to use the NFT Art in connection with the marketing of the Collection and other means to promote the NFT Art. Licensee further grants to Creator an unlimited worldwide, non-exclusive, royalty-free license to use, copy, adapt, publish, display, distribute, publicly perform, and create derivative works all derivative works created by Licensee related to the NFT Art.

4) Marketplace and Third-Party Property Adherence. 

  1. Listings and Use. Subject to the terms herein, Licensee shall be permitted to list the Keensight NFT on secondary marketplaces and use the NFT Art in connection with third-party properties (e.g., profile pictures, websites, social media, etc.). Upon doing so, however, Licensee agrees that it will adhere to the terms of this Agreement.
  1. Failure to Comply. To the extent Licensee fails to comply with any term in this Agreement, Licensee hereby grants Creator the right to communicate with a marketplace or any other third-party site listing or using the NFT or NFT Art to remove the NFT and NFT Art for failure to comply. Licensee hereby appoints Creator as Licensee’s agent and attorneys-in-fact, with full power of substitution, to execute and deliver all documents and instruments to request removal on any such third-party property, and, as Licensee may fail or refuse to execute and deliver, this power and agency being coupled with an interest and being irrevocable.

5) Royalties.

The Royalties associated with the listing, initial sale, and subsequent sales of the Keensight NFTs are set forth in the smart contract associated with each Keensight NFT and are incorporated herein.

6) Listings.

You acknowledge and agree that the Keensight NFTs may be listed on the open market at prices set by others, which may be different than Creator’s price set forth in the smart contract. Creator reserves the right to hold back NFTs in the project for future project purposes, including but not limited to rewarding community members, selling the NFTs on the open market, or for any other purpose.

7) Printing Services.

Each Keensight NFT is associated with a print-on-demand physical comic that can be purchased separately from each Keensight NFT. You acknowledge and agree that each Keensight NFT will be limited to a single copy of the print-on-demand physical comic. Once the Keensight NFT has been used to acquire the print-on-demand physical comic, that Keensight NFT shall not be used to request another print-on-demand physical comic. Once printed, each print-on-demand physical comic will be associated with a Keensight NFT. This Agreement does not convey any license rights to the print-on-demand physical comic other than to use the comic for personal, non-commercial use.

8) Notice.

  • Right to Know. Licensee agrees that Creator shall have the right, but not obligation, to investigate the name and contact information of Licensee, including conducting research using third parties to identify Licensee real name and contact information. Licensee shall not take any action against Creator based on their investigation into learning Licensee’s identity.
  • Notice. Any notice required to be given pursuant to this Agreement shall be in writing and delivered in the following manner:
    • If to Creator: personal service, overnight mail courier, or to the email address associated with the Collection.
    • If to Licensee: personal service, overnight mail courier or service via airdrop NFT to the wallet address holding the Keensight NFT. If Licensee provides Creator with Licensee’s email address, Creator may also provide, and Licensee hereby agrees to accept, notice via email.

9) Indemnification.

Licensee will defend, indemnify, and hold Creator and its affiliates, and the members, managers, stockholders, directors, officers, employees and agents of Creator and their affiliates, harmless from and against all costs, expenses, liabilities and losses, including reasonable attorneys’ fees and disbursements, directly or indirectly relating to Licensee’s use of the Keensight NFT or NFT Art, provided that Creator has timely notified Licensee of such claim or proceeding in accordance with the Notice set forth herein.

10) Term and Termination of License. 

  1. Ownership Requirement. The License granted above applies only to the extent that Licensee continues to lawfully own the Keensight NFT. If, at any time, Licensee sells, trades, donates, gives away, transfers, or otherwise disposes of the Keensight NFT for any reason, the License will be assigned to the new owner with respect to that Keensight NFT and Licensee’s rights under this Agreement will immediately terminate and you will have no further rights in or to the NFT Art or derivatives thereof for that Keensight NFT. All current owners of the Keensight NFT shall abide by this Agreement.
  2. Termination. Creator may immediately terminate the License, without the requirement of notice, if Licensee fails to adhere to the License Restrictions or otherwise materially breaches any of the provisions of this Agreement. Upon the termination of the License, you shall cease all use of the rights granted therein, including without limitation, ceasing all marketing, distribution, or sale of goods, services, and media that feature the NFT Art and shall cease all further use of the NFT Art. To the extent Creator bears any costs associated with enforcing the terms of this Agreement, including the License, Licensee shall reimburse Creator those costs.
  3. Survival. Sections 2, 4(b), 6-9, and all provisions written to survive termination shall survive the termination of this Agreement.
  4. Sacrifice. To the extent you fail to adhere to the terms of this Agreement, Creator shall have the right to sacrifice (also known as “burn”) any Keensight NFT, or associated NFT Art, that Licensee holds in the wallet where the Keensight NFT is located that causes the failure to adhere to this Agreement. Prior to sacrificing Licensee’s Keensight NFT or associated NFT Art, Creator will provide Licensee three-days’ notice pursuant to the notice provision herein. Thereafter, if Licensee is not in full compliance, Creator may, at its discretion, sacrifice the NFT or NFT Art, with no compensation to you. Licensee shall not hold Creator or any of Creator’s affiliates or providers liable for such action.

11) Limitation of Liability.

To the fullest extent permitted by applicable law, the Collection, the NFT Art, and the Keensight NFT are provided “as is.” CREATOR will in no event be liable for any loss of data, loss of profits, costs of cover or other special, incidental, consequential, indirect, exemplary, or reliance damages (including damages to reputation or image and other pain and suffering damages) arising from or in relation to this Agreement or the Collection and all of its components, or for any equitable remedy of disgorgement or otherwise, however caused and regardless of theory of liability. In no event will CREATOR’s aggregate liability for all claims under this agreement, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), or other theory, exceed the initial purchase price of the Keensight NFT (excluding any secondary sales).

To the fullest extent permitted by applicable law, CREATOR disclaims all services, software, content, or products provided by or on behalf of CREATOR in connection with this Agreement, all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

CREATOR shall have no liability arising from any theft, misuse, or violations of intellectual property rights whether committed by any subsequent purchaser of an NFT or any third party.

CREATOR shall have no liability arising from system or process failures, interruptions, inaccuracies, errors, or latencies, or any cyber or other attacks related to the Keensight NFT or any technology used in connection with that project. You acknowledge that the regulatory and legal regime governing blockchain technologies and NFTs is uncertain, and new laws, regulations, or policies may materially adversely affect the Keensight NFT and CREATOR’s ability to perform any obligations under this Agreement, and the potential value of the Keensight NFTs. CREATOR Is not liable for any such reasons, events, or other matters beyond Its control. Under no circumstance shall CREATOR be responsible or liable for activities occurring on any public blockchains, including the failure of a transaction to be properly recorded, the imposition of fees, including gas fees, or changes to the manner in which a public blockchain operates or validates transactions. You acknowledge that blockchain transactions are irreversible.

keensight NFTs, in connection with the associated nft art, is a digital collectible. You acknowledge that you shall have no expectation of profits associated with the Collection in general or any keensight nft. Your purchase of a Keensight NFT shall not be construed as an investment in any common venture and has no investment value. You acknowledge that you shall not expect any profits based on the Efforts of Creator or any of Creator’s Affiliates.

You acknowledge that CREATOR will not necessarily be involved in transactions in the secondary market related to Licensee’s Keensight NFT. If a dispute arises between Licensee and a third party, you release CREATOR from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

12) Warranties and Disclaimers.

  1. No Warranty. Nothing in this Agreement shall be construed as a warranty or representation as to the scope or validity of the intellectual property associated with the Agreement, including the License. Creator shall not be required to prosecute or continue to prosecute any intellectual property with respect to the NFT Art. Further, Creator shall not have an obligation to institute any suit or action for infringement or to defend any suit or action brought by a third party that challenges or concerns the validity, enforceability or any other aspect of the intellectual property associated with this Agreement.
  2. Disclaimer. Because virtually all public blockchains are licensed under opensource licenses, it is possible that the blockchain may fork, merge, duplicate the original blockchain that initially recorded ownership of your Keensight NFT. In such case, any rights granted under this Agreement to owners of any Keensight NFT will only be granted to the lawful owners of such Keensight NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in Creator’s sole discretion).

13) Miscellaneous.

  1. Governing Law. This Agreement, including the License herein, shall be governed, interpreted, and enforced, in accordance with the laws and courts of the State of Minnesota, United States of America.
  2. Jurisdiction. Any action associated with this Agreement shall be brought in the state and district courts of the State of Minnesota, United States of America. You consent to and waive any objection to personal jurisdiction associated with these courts.
  3. Service of Process. Licensee agrees to receive service of process associated with any legal or regulatory proceeding via airdrop NFT in the wallet holding the Keensight NFT at the time of Service of Process. The airdrop NFT shall provide sufficient detail to identify the legal proceeding, the stage of the proceeding, and reference to each document being served upon Licensee. If Licensee provides to Creator a valid email address, Licensee agrees that it will accept Service of Process via email. Nothing in this Section shall prohibit Creator from effecting service of process in accordance with the laws of the United States, any state, or treaty.
  4. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes any and all prior oral or written agreements between the parties on the matters in this Agreement.
  5. Amendment. Creator reserves the right to amend this Agreement at its sole discretion. Licensee’s continued ownership of the NFT after the effective date of the amended terms constitutes your acceptance of the terms.
  6. Independent Contractors. Except as specifically set forth herein, this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Creator and Licensee.
  7. Legal Action. Creator shall have the sole right, but shall not have any obligation, to bring legal action related to the NFT Art and to recover damages associated with the NFT Art. Licensee agrees it will participate in any legal action as necessary. If Licensee is subject to any legal action associated with the Keensight NFT or NFT Art, Licensee will notify Creator.
  8. Restrictions. In order to purchase the Keensight NFT if you are an individual, you must be 18 years of age or older if the age of lawful capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the individual agreeing to the terms of the Agreement must have the legal authority to bind the entity. If (a) you are an individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC), or any persons who are named on any list of sanctioned individuals or entities; (ii) is (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) is resident in a country or jurisdiction under a U.S. embargo enforced by OFAC (“Restricted Parties”). Under no circumstance shall an Keensight NFT be acquired by computer software or bot. If an Keensight NFT is acquired under such conditions, the License granted herein shall not apply until such time a lawful individual or entity rightfully acquires the Keensight NFT.
  9. Assumption of Risk. The value of the Keensight NFTs is subjective, has no inherent value and therefor can be volatile. You agree to assume all risk associated with the use and value of the Keensight NFT and NFT Art.
  10. Legal Counsel. This Agreement and the terms herein shall not be construed as legal advice and you understand you may have your counsel review the terms prior to agreeing to the terms.
  11. Additional Features. Creator may choose to make additional features, access, content, items, or other benefits available to owners of Keensight NFTs (“Additional Features”). Creator has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring a Keensight NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available.