Token-Bound License

Last updated: December 1, 2023

1.

Preamble

The Alias Token-bound License is a copyright license designed for the licensing of all content produced through an Alias-trained model (the Licensed Material). It is a conditional public license that applies to the world at large, although the provisions of the licenses are conditional to the ownership of a specific type of Non-Fungible Tokens (NFT) linked to the Licensed Material and associated with specific usage rights.

The main condition for enjoyment of these two conditional clauses is the ownership of the corresponding NFTs associated with each one of these usage rights. This means that, even though this is a public license, only the current holders of these NFTs can benefit from the corresponding licensing terms. In other words: the license follows the tokens, i.e. one needs to acquire an NFT to benefit from the licensing provisions, and as soon as the NFT is transferred, the usage rights will automatically be transferred to the new NFT holder.

. Conditional Clauses

For the purposes of this license, different NFTs are associated with different usage rights, namely:

DERIVATIVES USES:
  • The right to create adapted material of the Licensed Material inside the Alias platform, subject to a strong copyleft clause, i.e. provided that the adapted material is generated on the Alias platform and released under the exact same license, with appropriate attribution and royalty redistribution (fee per image generation).
  • The right to create adapted material of the Licensed Material outside the Alias platform, in all forms and mediums (lump sum fee).
COMMERCIAL USES:
  • The right to use the Licensed Material in social media platforms and digital spaces  (e.g. websites, online galleries, metaverse platforms) if associated with a commercial purpose.
  • The right to use the Licensed Material for advertising, in all media and forms.
  • The right to use the Licensed Material for the purpose of merchandising.
  • The right to use the Licensed Material as part of a commercial endeavor (e.g. client work).
  • The right to use the Licensed Material for all commercial purposes.

2.

License Text

The Alias Token-bound License (the "License") is a conditional public license that stipulates the conditions under which one can exploit some of the intellectual property rights associated with the content generated from an Alias-trained model (the Licensed Material), as set forth below.

. Definitions

  • "Adapted Material" means material subject to Copyright and Similar rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor. For purposes of this License, the exact reproduction of the Licensed Material in a different medium in a manner not requiring original creative effort (such as printing a photographic or pictorial work on paper) does not produce Adapted Material.
  • "Commercial Use" means any use that is primarily intended for or directed towards commercial advantage or monetary compensation. For purposes of this License, an activity qualifies as Commercial Use if direct or indirect payment is required as a condition of access to the Licensed Material or Adapted Material. The sale and advertising for sale of the License NFT does not qualify as Commercial Use of the Licensed Material.
  • "Copyright and Similar Rights" means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, and sui generis database rights, without regard to how the rights are labeled or categorized.
  • "License NFT" is a NFT Linked to the Licensed Material and associated with specific terms of this License. A NFT is "Linked" to the Licensed Material when the NFT contains a description of or hyperlink to the Licensed Material, and that description or hyperlink is substantially immutable in the ordinary course of operation of the underlying blockchain.
  • "Licensed Material" means the copyrighted material to which the License NFT is Linked.
  • "Licensed Rights" means the rights granted to the public at large, subject to the terms and conditions of this License and conditional to the ownership of the associated License NFT.
  • "Licensor" is the entity that holds the copyright in the Licensed Material and that is releasing it under the terms of this License.
  • "NFT Holder" is the entity who controls the private key necessary to modify the ownership information of that token.
  • "You" and "Your" refer to the entity receiving rights under this License as the NFT Holder of the License NFT.

. Conditional Public License

1. Grant of License

Subject to the conditions set forth in this License, the Licensor hereby grants to You a worldwide, royalty-free, non-exclusive license to exercise the following rights(the "Licensed Rights") with respect to the copyrighted material generated from an Alias-trained model (the "Licensed Material"), provided that You are the current NFT Holder of the License NFT associated with these rights.

2. Licensed Rights

    Commercial All
  • "DERIVATIVE-ALIAS": You are granted the right to create adapted material of the Licensed Material exclusively within the Alias platform, but only provided that any adapted material be released under the precise terms of the original license, accompanied by appropriate attribution, and subject to payment on a per-image generation basis.
  • Commercial All
  • "DERIVATIVE-ALL": You are granted the right to create adapted material of the Licensed Material beyond the confines of the Alias platform, encompassing all conceivable forms and mediums. This extension is contingent upon the payment of a lump sum fee.
  • Commercial All
  • "COMMERCIAL-ONLINE": You are entitled to use the Licensed Material in digital spaces, including social media platforms, websites, online galleries, and metaverse platforms, even if such usage is associated with a commercial purpose, unless it qualifies as advertisement.
  • Commercial All
  • "COMMERCIAL-ADS": You are entitled to use the Licensed Material for advertising endeavors across all media and forms, without any limitation on the scope of distribution. This includes social media campaigns, search engine advertising, email marketing, video advertising, affiliate marketing, etc.
  • Commercial All
  • "COMMERCIAL-MERCH": You are entitled to use the Licensed Material for the purpose of merchandising, encompassing the creation and sale of goods incorporating the Licensed Material.
  • Commercial All
  • "COMMERCIAL-WORK": You are entitled to use the Licensed Material as an integral component of a commercial product, such as branding and identity, product packaging, corporate presentations, event promotions, video production, etc.
  • Commercial All
  • "COMMERCIAL-ALL": You are entitled to use the Licensed Material for all conceivable commercial purposes, without any limitation of scope or purpose.

3. Duration of Rights

All rights granted under this License shall last for the full duration of the copyright in the Licensor’s Licensed Material. The rights granted herein are irrevocable and shall persist without prejudice, revocation, or diminution for the entire duration of the copyright term, as defined by applicable laws, regulations, and international conventions.

4. Conditions for License Effectiveness

Given the unilateral nature of this License, its effectiveness is not contingent upon the explicit agreement or assent of the beneficiaries. Yet, the terms and conditions of the License only become effective upon fulfillment of the following condition: You, the licensee, must be the designated NFT Holder of the License NFT associated with the rights granted herein. In practical terms, this implies that the License comes into force when the NFT Holder possesses the specific License NFT that has been linked to the various terms of this License. Consequently, as long as You hold the designated NFT associated with this License, the rights granted herein are in effect. Upon the transfer of the NFT associated with the License, the rights granted under this License shall automatically transfer to the new NFT Holder. This ensures that the License remains dynamically linked to the specific NFT, facilitating a smooth transfer of the licensed rights in tandem with the transfer of ownership of the associated NFT.

5. Determination of NFT Holder

For the purpose of determining the current NFT Holder, the underlying blockchain ledger is the authoritative source. For the purposes of this License, the NFT Holder is entitled to benefit from the Licensed Rights even if not the legal owner of the NFT (e.g., due to theft or mistaken transfer).

. Interpretation

By adopting this License, the Licensor intends to enhance the clarity and predictability of intellectual-property licensing via digital transactions. In cases of doubt or ambiguity, the terms of this license should be interpreted and applied to promote the goals of (1) making the information in the Alias platform accurately reflect the licensing relationships it describes, and vice versa, (2) providing clear, simple, and unambiguous mechanisms for parties to express their licensing intentions, (3) protecting parties from duress, fraud, forgery, and mistake, and (4) achieving uniformity and consistency in the application of this License to different transactions, at different times, and in different jurisdictions.

To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms.

. Disclaimer of Warranties and Limitation of Liability

Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.

To the extent possible, unless otherwise separately undertaken by the Licensor, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.

The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

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