# Digital Asset Ownership Agreement ### 1. DEFINITIONS “**Art**” means any digital creation, art, design, and drawings created by its author, and first released to the public by the Creator (PHREVO, PHREVO Inc.), that may be associated with an NFT that can be transferred to an Owner. "**NFT**" means a non-fungible token implemented on a blockchain using smart contracts, such as a non-fungible token conforming to the ERC-721 standard on the Ethereum blockchain network. The NFT is separate and distinct from the Art with which it may be linked or associated. “**Creator**” means the entity which released to the public the Purchased NFT, and related Art, on behalf of its author, in this case, PHREVO, PHREVO Inc. “**Owner**” means the current owner of the NFT and related Art. Before the first sale of the NFT, the Owner can solely be the Creator. In case of transfer of ownership, including via Resale, the recipient becomes the sole Owner of the Purchased NFT. There can be several different owners of each NFT (and related Art) throughout time, but only one Owner at a time. Owner shall include the Primary Owner and all subsequent Owners. “**Own**” means, 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. "**Effective Date**" means the date on which this Agreement, as defined below, shall be deemed to become effective, i.e., (i) as to the Primary Owner, the date on which this Agreement is first displayed on the PHREVO Website and is therefore deemed to be linked to the Acquired NFT through a link in the NFT Metadata, i.e., February 01, 2023, and (ii) as to any subsequent Owner, the date of acquisition of the Acquired NFT. “**Purchased NFT**” means an NFT that one has purchased, bought, 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 and associated Agreement on the Art, under the terms set forth below. “**Resale**” means the sale by the Owner of the Purchased NFT, and related Art, to a subsequent buyer, which shall own the Purchased NFT and related Art upon its effective purchase and thus become its new Owner. “**Royalty**” means the amount payable by the NFT Owner to PHREVO on each Qualifying Transaction. “**PHREVO Website**” means the website published and edited by the Creator, accessible at the following link: . ### 2\. OBJECT This Agreement is intended to govern the terms and conditions under which the Creator grants the Owner certain intellectual property rights on the Art associated with the NFT to which this agreement is attached (the “**Agreement**”). This Agreement shall apply to the extent no other written agreement has been concluded between the Creator and the Owner. In case of contradiction between such agreement and the Agreement, the provisions of the agreement shall prevail. In case of secondary sales of the Purchased NFT, this Agreement is also intended to regulate the relations between the previous Owner and the new Owner of the Purchased NFT. The Agreement shall be effective as of the Effective Date and shall remain in effect as long as it remains attached to the Purchased NFT. By acquiring the Purchased NFT, and related Art, in any form, the Owner acknowledges having read the contents of this Agreement, available on the PHREVO Website, and agrees to comply with the terms and conditions set forth in this Agreement. The Creator may revise this Agreement and publish amended versions thereof from time to time. Such new versions will be similar in spirit to the present version but may differ in detail to address new problems or concerns. Each version of the Agreement shall be numbered, and the latest version published shall apply. In any case, no amended version of the Agreement shall have the effect to restrict the rights granted to the Owner hereunder. ### 3\. CREATOR’S RIGHTS AND WARRANTIES The Owner acknowledges and agrees that the Creator remains the sole author and copyright owner of the Art. The Creator owns all legal rights, including all intellectual property rights, titles, and interests in and to the underlying Art, including any and all copyrights, trademarks, and other intellectual property rights therein ("**IP**"). It is expressly acknowledged and agreed upon that the Art shall at all times remain the sole property of the Creator. The Owner is not granted ownership in the Art, but certain limited rights in the Art as set forth herein. The Creator hereby warrants and represents that they are the author of the Art associated with the NFT and that they have the authority to grant the rights contained in the Agreement. The Creator hereby warrants that they have not previously minted the Art associated with the NFT and this Agreement. The Creator and the Owner shall not remint the aforementioned Art. Notwithstanding the previous Paragraph, the Owner may remint the Art solely in case the Art associated with an NFT is previously burnt. The Creator hereby warrants that the Art associated with the NFT and this Agreement has not previously been published and/or exploited in any manner. Owners may be offered utility, benefits, or entitlements (collectively, “**Utility**”) from time to time, but this Agreement does not confer any Utility except as granted by the License. PHREVO makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. PHREVO will not be responsible in any manner for any Utility offered by any third party. ### 4\. SCOPE OF AGREEMENT Subject to your continued compliance with the terms of this Agreement, the Creator grants, for the period they own the Purchased NFT, a worldwide, non-exclusive, and non-sublicensable license to use, display, publish, and, to this end, subject to the Creator’s moral rights as specified below, the Art associated with the Purchased NFT, solely for the following purposes: (i) for the Owner's own personal and non-commercial use, including such use of the Art in the Owner’s digital presence (e.g. avatars, profile pictures for social media and online identity); (ii) as part of a marketplace that permits the purchase and sale of your PHREVO NFT, provided that the marketplace cryptographically verifies each PHREVO NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased NFT, provided that the website/application cryptographically verifies each PHREVO NFT owner’s rights to display the Art for their Purchased NFT to ensure that only the actual Owner can display the Art, and provided, further, in each case, that the Art is no longer visible once the Owner of the Purchased NFT leaves the website/application. In no event shall the Owner have the right to use, sell, distribute, or otherwise exploit the Art, in whole or in part, for any other purpose, including commercial, by any media and means. In particular, the Owner shall not have the right to revise, edit, modify, manipulate, or add to the Art in any substantial way and create and exploit derivative works thereof in any manner and any medium whatsoever. The Owner may not use the Art for any purpose other than as specified in this Agreement. The Owner may use the Art however they see fit, as long as their use is within the bounds of this Agreement. The Owner and, where applicable, all subsequent Owners, shall have the right to Resale the Purchased NFT, on a marketplace allowing the purchase and sale of NFTs. The Owner shall provide its best efforts to Resale the Purchased NFT on a marketplace which (i) cryptographically verifies each NFT owner’s rights to display the Art in order to list it for sale, to ensure that only the actual Owner can display the Art for Resale, and (ii) provides for a percentage of the Resale price to be automatically granted to the Creator upon Resale. In case of transfer of ownership of the Purchased NFT, in any way whatsoever, including Resale, the Owner agrees to assign to the subsequent buyer of the Purchased NFT all rights on the related Art detailed in Article 4 of this Agreement, under the same conditions. This Agreement shall govern any Resale as long as it is still attached to the Purchased NFT. ### 5. TRANSFERABILITY, COMPENSATION, AND RESALE 5.1 Transfer of Ownership of Art. The Art and related elements are fully transferable. If a smart contract attributes royalty fees to the Creator for the Art, the Art cannot be resold without paying those fees. Attempting to bypass the attribution of such royalties may result in the holder being liable to the beneficiary of such royalties, whether the Creator or a third party. In the event of resale, the resale price of the Art will be paid to the reseller after deducting the royalty fees allocated to the Creator. 5.2 Transfer of License. The license granted in this Agreement is non-transferable, except in the case of lawful transfer of ownership of the Art. The license to the Art and related elements, if any, will terminate on the effective date of transfer and will be assigned to the new Owner of the PHREVO Art. As a condition of sale, transfer, or similar transactions involving the Art, the transferee must agree to accept the terms of this Agreement upon acquiring the Art. Article 4 rights assigned to the Owner or subsequent Owners are granted in consideration of the price paid by the Owner to purchase the Purchased NFT. This price, as listed on the NFT marketplace where the NFT is acquired, shall be considered fixed and definitive. The Creator is also entitled to compensation for any resale of the Purchased NFT based on the commission percentage determined by the NFT marketplace where the resale takes place. The Owner acknowledges and agrees that the Creator will receive a resale royalty from all secondary sales of the Purchased NFT, as specified by the Creator during the minting process. ### 6\. MORAL RIGHTS The Creator shall have the right to enforce, on behalf of the author, all moral rights of the author of the Art, as provided by applicable law, which shall remain perpetual, inalienable, imprescriptible, and, in general, absolute. The Owner hereby undertakes to abide and make its contractors, including licensees and subsequent buyers, and third parties abide by the author’s moral rights in any and all use of the Art, including, but not limited to, the prohibition of commercial use, and in particular, the following rights: (i) right of authorship, which shall entitle the Creator to demand and claim at any time that the author’s chosen name to be mentioned on any mode of publication of the Art; and (ii) right to preserve the integrity of the Art, which shall entitle the Creator to oppose any modification, deletion, or addition likely to alter the Art, or any use of the Art that may alter its spirit, devaluate it, or otherwise be deemed prejudicial to the reputation of the author. ### 7. TRADEMARKS AND PROMOTION The Owner shall not use the Art for any commercial purposes, including but not limited to exploitation or promotion. The Owner shall not use the trademarks, service marks, or proprietary words, names, or symbols of the Creator, in any way whatsoever. The Creator shall have the right, at its sole discretion, to promote, including through social media, any public use of the Art that is not for commercial purposes. The Owner may only use the Art for non-commercial purposes, and may refer to the Creator using the designation "PHREVO" only with the Creator's permission and in a manner that does not damage or adversely affect the Creator's or the Author's reputation. Any commercial use of the Art is strictly prohibited. Except as set forth in this Article 7, nothing contained in this Agreement shall grant or shall be deemed to grant to either party any right, title, or interest in or to the other party’s trademarks. In any case, the Owner shall not use the Art in a way that would or could present the Creator as endorsing, recommending, or favoring, in any way whatsoever, the Owner and/or its use of the Art. ### 8. COOPERATION The Creator and the Owner shall cooperate in good faith and reasonably assist each other in the prosecution of legal proceedings involving the Art, or derivate works therefrom, including proceedings conducted for the purpose of protecting any and all intellectual property rights on the Art from infringement. The Creator shall have the right to protect and defend, including, through litigation, the rights attached to the Art in the event of the Owner’s inaction and subject to its prior information. ### 9\. RESTRICTIONS The Owner shall not use the Art associated with the Purchased NFT in connection with texts, images, videos, or other 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 or any applicable law or regulation; The aforementioned restrictions shall survive the expiration or termination of the Agreement. ### 10\. TERMINATION This License applies only to the extent that the Owner continues to own the applicable Purchased NFT. If at any time the Owner sells, trades, donates, gives away, transfers, or otherwise disposes of the Purchased NFT for any reason, the License shall immediately expire for the previous Owner without the requirement of notice, and be transferred along with the Purchased NFT to its new Owner. The aforementioned transfer of the Agreement along with the Purchased NFT shall take place at the moment of completion, i.e. confirmation of the transaction taking place on a blockchain. The Owner acknowledges that, by disposing of the Purchased NFT, they no longer qualify as the Owner of the Purchased NFT and thus no longer benefit from the rights granted by this License. Any exploitation or use of the Art after the disposal of the Purchased NFT shall be considered as an infringing act. In addition to the aforementioned, the Owner acknowledges that this License shall also expire in the event of destroying (burning) the Purchased NFT by any person, in which all licensed rights shall immediately and automatically return to the Creator. ### 11. GOVERNING LAW If any provision in this Agreement shall be held to be illegal, invalid, or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid, and enforceable and gives effect to the initial intention of the parties. The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted, and enforced in accordance with the laws of the State of Delaware. --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. 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