NFT Licence Agreement
In this Licence Agreement the following terms have the meanings ascribed to them, unless otherwise expressly provided below in an individual case:
(a) "Animation" means a unique animation represented by the NFT, created in part by artificial intelligence, as further described in the Token's metadata.
(b) "Blockchain" means the Ethereum blockchain; in the case of a fork, it means the version of the blockchain that is recognised as the legitimate successor by the vast majority of computers participating in the validation in the first four weeks after such fork.
(c) "Cryptographic Key" means a cryptographic key with which a person can dispose of a Token.
(d) "Licensee" means the Token Holder who has entered into this Licence Agreement with the Seller or who is a beneficiary under section 4.
(e) "Licence Agreement" means this NFT licence agreement linked in the metadata of the Token.
(f) "NFT" means the Token together with the rights of use in the Animation represented by the Token under this Licence Agreement and any other rights granted to the Token Holder.
(g) "SDBB" means Siemens Digital Business Builder GmbH, Otto-Hahn-Ring 6, 81739 Munich, Germany.
(h) "Token" means the contractual, unique and transferable token on the Blockchain in accordance with the ERC-721 standard.
(i) "Token Holder" means the person who can prove, through ownership of the Cryptographic Key or otherwise, that he/she has power of disposition of the Token.
(j) "Seller" means SDBB the first time the NFT is placed on the market and thereafter any person who has been a Token Holder and has transferred the NFT to a new Token Holder.
2.1 The subject of this Licence Agreement is the transfer of rights of use in the Animation and the exercising of these rights of use.
2.2 The Seller is irrevocably transferring to the Licensee the worldwide, simple (non-exclusive) right to use, copy and publicly display the Animation for non-commercial (private) entertainment purposes (collectively the "Licence"). The Licence is limited in time to the period during which the Licensee is the Token Holder; the Licensee therefore loses the Licence by transferring the Token. The Licence is non-transferable subject to section 2.5. The Licence may not be sublicensed unless this is absolutely necessary for the use in accordance with sentence 1. Further-reaching rights of use, such as the right of editing or rights to the Siemens trademark, are not being transferred.
2.3 All of the above grants of rights are fully settled. The Licensee accepts all the above grants of rights.
2.4 The Licensee is prohibited from exercising the Licence while in breach of this Licence Agreement. SDBB has a right to require the Licensee (contract for the benefit of third parties) to cease exercising the Licence for as long as SDBB may reasonably believe that the Licensee is in material breach of this Licence Agreement.
2.5 In order to prevent the Licence and the Token from being disposed of separately, the Licensee is prohibited from reselling or retransferring the Token (collectively "Resale") unless the Licensee and the third-party acquirer have validly agreed this Licence Agreement between themselves. In this case, the time-limited Licence will be deemed to have been extended by the period during which the third-party acquirer is also the Token Holder; this extension of the Licence applies accordingly to any subsequent Resale in accordance with the Licence Agreement.
2.6 The transfer of the Token by the Licensee to a third-party acquirer constitutes an offer to conclude this Licence Agreement. The third-party acquirer will be deemed to have accepted this Licence Agreement by using the Animation; the Licensee waives its right to receive a declaration of acceptance.
2.7 As soon as the Licence ceases to exist, the Licensee shall delete all copies of the Animation under his/her control.
3.1 The Licensee may only be entitled to a Resale if such Resale is permissible under applicable law.
3.2 The Licensee does not have a right, directly or indirectly:
3.2.1 to alter the Animation or to create derivative works from it, including, but not limited to shapes, designs, drawings, attributes, features or colours, with the exception of for non-public and non-commercial, purely private purposes;
3.2.2 to use the Animation in films, videos or other forms of media, except to the extent expressly permitted under this Licence Agreement, with the exception of for non-public and non-commercial, purely private purposes;
3.2.3 to exploit the Animation for commercial purposes, in particular to advertise, market or sell a good or service of oneself or of a third party. For avoidance of doubt: use for private purposes is permitted;
3.2.4 to use the Animation in any other way for the Licensee's own business benefit or that of a third party;
3.2.5 to misuse the NFT or to not use it exclusively in accordance with applicable law. In particular, the use must be in accordance with the applicable law of the respective country in which the NFT is used;
3.2.6 to take measures aimed at circumventing technical protection measures of the Token. The Licensee must refrain from any form of unauthorised use, in particular attempts to overcome or circumvent the security mechanisms or otherwise disable them, and must take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Token;
3.2.7 to protect the Animation or parts of the Animation as a trademark or to otherwise acquire any additional intellectual property rights in the Animation;
3.2.8 to create, sell or attempt to create or sell shares in the NFT or the Animation;
3.2.9 to separate or unlink the Animation from the associated Token or remove the link to it;
3.2.10 to use the NFT in connection with materials (e.g. texts, images, films, video clips) or to disseminate the NFT in connection with information which
- (a) contain criminal content;
- (b) constitute hatred, intolerance, violence, discrimination or any other form of disregard for the rights of third parties or otherwise infringe rights of third parties, in particular offensive or derogatory material relating to gender, race, religion, skin colour, origin, age, physical or mental disability, medical condition or sexual orientation;
- (c) infringe the rights of third parties (in particular copyrights, publication rights, patents, trade marks, service marks, trade names, trade secrets or other intellectual property rights);
- (d) are associated with gambling activities;
- (e) violate a person's privacy;
- (f) are otherwise unlawful or unreasonable.
4.1 In order to avoid evidentiary difficulties in the transfer of the Licence along the chain, the following shall apply until revoked: SDBB publicly and bindingly declares to offer to transfer the Licence to any person who performs the acts in section 4.2 and to permit such person, for so long as he/she is a Token Holder, to use the Animation in accordance with the Licence.
4.2 A person must have performed the following acts to obtain and assert the rights under section 4.1:
- 4.2.1 He/she has lawfully acquired the Token from a third party, or
- 4.2.2 he/she has used the animation,
and has since remained the Token Holder, is not yet the holder of the Licence and simultaneously has not breached this Licence Agreement, in particular section 3 and section 6.
4.3 By performing the acts in accordance with section 4.2, the Token Holder simultaneously accepts the transfer of the Licence; SDBB waives its right to receive a declaration of acceptance.
4.4 The declaration under this section 4 may be revoked by SDBB at any time by way of a declaration to this effect on the website https://siemens.com/175years-NFT-terms-and-conditions.
5.1 Transferring the Token without simultaneously transferring the rights of use may lead to expiry of the Licence.
5.2 The Animation will be stored on the Inter Planetary File System ("IPFS"), a distributed file system. IPFS is not controlled by SDBB and SDBB does not have knowledge of how long the Animation will be stored and retrievable from there. SAG is not obliged to store the Animation and/or make it accessible. SDBB strongly recommends that the Token Holder saves a local copy of the Animation.
6.1 The Licensee declares that at the time of ownership of the NFT no criminal or official investigations are pending against him/her in connection with his/her professional activity. The Licensee undertakes to notify SDBB without undue delay if any of the aforementioned events occur before the NFT has been received. The Licensee will inform SDBB, as far as permissible, about the content of such proceedings.
6.2 The Licensee declares that during his/her ownership of the NFT
- a) he/she is not on a sanctions list of the United Nations, the European Union, the United States of America, or the Federal Republic of Germany;
- b) he/she neither (i) works indirectly (e.g. as a representative or messenger) for a natural or legal person included in one of the sanctions lists mentioned in a) nor (ii) directly or indirectly transfers assets of any kind to such a person; and
- c) no shareholder of the Licensee's employer, which directly or indirectly holds at least 25 per cent of the shares, is on one of the sanctions lists mentioned under a).
6.3 If any of the aforementioned events within the meaning of section 6.2 occurs before the NFT has been received by a Licensee, such Licensee undertakes to inform SDBB without undue delay and to suspend all transactions and actions in connection with the NFT without undue delay until the event ceases to exist.
6.4 The Licensee must comply with all applicable sanctions, embargo and (re-)export control regulations, and definitely those of the European Union, the United States of America, the Federal Republic of Germany and locally applicable jurisdiction(s) (collectively "Export Law").
6.5 Except as permitted under Export Law or in accordance with corresponding official licences or approvals, the Licensee may not, in particular, (i) download, install, access or use the NFT and any related documentation (collectively the "Delivery Items") at any location where access is prohibited or restricted on grounds of comprehensive sanctions (currently Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) or requires a licence under Export Law; (ii) allow a natural or legal person on a sanctions list under the Export Law to access the Delivery Items, transfer them, (re-)export them (including deemed (re-)exports) or provide them in another manner; (iii) use the Delivery Items for a purpose prohibited under Export Law (e.g. in connection with armaments, nuclear technology or weapons); (iv) enable the above activities by a user of the Delivery Items.
6.6 The Licensee will provide the Seller and SDBB (contract for the benefit of third parties) with all information about the user(s), the intended use and the place of use of the Delivery Items without undue delay after being requested to do so.
6.7 The performance of the Agreement by the Seller is subject to performance not being hindered by national or international foreign trade law regulations or embargos and/or other sanctions.
7.1 The law of the Federal Republic of Germany applies excluding the UN Convention on Contracts for the International Sale of Goods if the Licensee is a consumer and (a) has his/her habitual residence in Germany or (b) in a state that is not a member of the European Union. In the event that the Licensee has his/her habitual residence in a Member State of the European Union, German law also applies but mandatory provisions of the state in which the Licensee has his/her habitual residence will remain unaffected. If the Licensee is an entrepreneur, the law of the Federal Republic of Germany applies excluding the United Nations Convention on Contracts for International Sale of Goods (CISG).
7.2 Should individual provisions of this Licence Agreement be or become void or invalid in whole or in part, this will not affect the validity of the other provisions. Statutory law (section 306 (2) German Civil Code (BGB)) will apply instead of any general terms and conditions which are not included or which are invalid. In all other respects, the parties will replace the void or invalid provision with a valid provision which comes as close as possible to the economic purpose of the void or invalid provision, unless supplementary interpretation of the Licence Agreement takes precedence or is possible. The same applies in the event of lacunae.
This is a translation of the German version of the License Agreement. In case of any contradictions, the German version prevails.