NFT Music Share Purchase Agreement
This NFT Purchase Agreement (“Agreement”) between you and Digital Music Shed Ltd (“the Company”) governs your participating in the purchase of NFT Shares (as defined below).
In this Agreement, “you” and “your” refers to you, the purchaser of the shares.
By purchasing or otherwise accepting ownership of the NFT, you agree to the terms and conditions of this Agreement and any other terms and conditions referenced in it. If you do not accept those terms and conditions, you must not accept ownership of, or otherwise use or interact with, the NFT, and are hereby prohibited from doing so.
1. Description of the Services
1.1 NFT refers to unique non-fungible tokens, which represent pieces of digital assets of the Flow non-fungible token standard that themselves may be created by reference to a smart contract on the blockchain.
1.2 The Company is engaged in the business of producing and selling NFT music shares.
The Investor desires to purchase shares in the NFT article, and the Company desires to sell such shares to the Investor, in accordance with the terms and conditions set forth in this Agreement.
1.3 The Company intends to donate a portion of the proceeds from the sale of its shares to one or more charitable organisations, on a sliding scale based on agreement with the Artist.
2. Agreement
Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, [insert number of shares] shares of the Company’s NFT music stock (the “Shares”), at a price of [insert price per share] per share, for an aggregate purchase price of [insert total purchase price] (the “Purchase Price”).
3. Use of Proceeds
The Company intends to use the proceeds from the sale of the Shares as follows:
(a) [insert percentage]% of the proceeds will be for the artist plus any options for a donation to a UK-based charity (for the purposes of this Agreement, ‘charity’ means an institution or organisation governed by the Charities Act 2011) of the Company’s choosing, according to a sliding scale based on the total amount of funds raised.
(b) The remainder of the proceeds will be used by the Company for general corporate purposes, including the production and sale of additional NFT music shares.
4. Ownership
After purchasing shares in the NFT, you own [percentage]% of a Digital cryptographic token representing the digital asset. Collectors may show off their ownership of collected NFTs by displaying and sharing the Underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to the underlying Artwork.
The Artist reserves all exclusive copyrights to Artworks underlying NFTs on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks. The Collectors may not infringe on any of the exclusive rights of the copyright the Artist.
5. Assumption of Risk
Participating in the purchase of NFT involves significant risks and potential financial losses, including but not limited to the following, you accept and acknowledge:
5.1 You hereby acknowledge and assume the risk of initiating, interacting with, participating in transactions and take full responsibility and liability for the outcome of any transaction they initiate.
5.2 Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology.
6. Representations and Warranties of the Company
The Company hereby represents and warrants to the Investor as follows:
a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of England and Wales.
b. The Company has the power and authority to enter into this Agreement and to perform its obligations hereunder.
c. The Shares have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable.
7. Representations and Warranties of the Investor
The Investor hereby represents and warrants to the Company as follows:
a. The Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder.
b. The Investor is acquiring the Shares for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
c. The Investor understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being sold in reliance upon exemptions from the registration requirements of the Securities Act and such state securities laws.
8. Indemnification
You agree to indemnify and hold harmless the Company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of the Agreement by you, a co-conspirator, or anyone using your account. If we assume the defence of such a matter, you will reasonably cooperate with us in such defence.
9. Confidentiality and Announcements
Except to the extent required by law or any legal or regulatory authority of competent jurisdiction:
(a) The seller shall not [(and shall procure that no other member of its group shall)] at any time disclose to any person (other than the seller’s professional advisers) the terms of this Agreement or any trade secret, know how or other confidential information relating to the company or the buyer, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this Agreement; and
(b) Neither party shall make, or permit any person to make, a public announcement, communication or circular concerning this Agreement without the prior written consent of the other party.
10. Further Assurance
At their own expense, the seller shall (and shall use reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the buyer may [reasonably] require from time to time for the purpose of giving full effect to this Agreement.
11. Assignment and other dealings
11.1 Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this Agreement.
11.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
12. Closing
12.1 The closing of the sale of the Shares (the “Closing”) shall take place on [insert date of closing] (the “Closing Date”), at a time and place to be mutually agreed upon by the Company and the Investor.
12.2 At the Closing, the Company shall deliver to the Investor the Shares in certificated form, duly executed by the Company and accompanied by any necessary stock transfer tax stamps.
13. Documents to be Delivered at Completion
At Completion, the Seller shall deliver (or cause to be delivered) to the Buyer:
(a) This Agreement, duly executed by the Seller;
(b) A transfer of the Sale Shares, in agreed form, executed by the Seller in favour of the Buyer;
(c) The share certificates for the Sale Shares or an indemnity, in agreed form, for any lost or damaged certificates
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15. Variation, waiver and rights and remedies
15.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.2 A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent right or remedy]
16. Updates to Terms and Conditions
The Company reserves the right to update, change or modify the terms of Agreement at any time and in our sole discretion. If we make changes to the terms, we will provide notice of such changes. If you do not agree to the revised Agreement, you may terminate the Agreement.
17. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
18. Governing Law and Jurisdiction
18.1 The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith.
18.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.3 Each party irrevocably agrees that the courts of England and Wales shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been entered into on the date stated at the beginning of it.
NFT Music License Agreement
This Agreement (“Agreement”) is entered into as of [insert date] (“Effective Date”) between [insert name] of [insert address] (“Artist”) and Digital Music Shed Ltd whose principal place of business is at 20 to 22 Wenlock Road London N1 7GU (“DMS”).
(a) The Artist owns the intellectual property rights and title in the art (“Art”)
(b) DMS wishes to obtain a license to use the Art for the purposes of Creating and Selling shares in a Digitized Token (“NFT”)
(c) The Artist has agreed to grant a licence to DMS to create an NFT in the Art on the terms and conditions set out in this Agreement
Artist and DMS (each a “Party” and collectively, the “Parties”) agree as follows:
1. Definitions
In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
Commencement Date means the date on which this Agreement shall commence as specified in Schedule 1;
NFT means Non-fungible Token, a unit of data stored on a digital ledger, called a blockchain, that certifies a digital asset to be unique and therefore not interchangeable;
Purpose means the limited purpose set out, for which DMS is authorised to us the Art pursuant to this Agreement; and
Schedule means Schedule 1 to this Agreement.
2. Interpretation
The clause headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement. Any reference to an enactment includes reference to it as already amended and includes a reference to any repeals enactment which it may re-enact, with or without amendment, and to any future re-enactment and/or amendment of it which modifies, consolidates or replaces it in whole or in part whether expressly or by implication.
3. Purpose of this Agreement
DMS wishes to purchase the right to create and mint non-fungible tokens (“NFT’s”) based on certain artworks which the Artist has previously created and owns. This Agreement records the obligations owed by Artist and DMS to each other in connection with the Conditions of Use (Clause 6).
4. Art and NFT Rights Granted
4.1 DMS agrees to Purchase the exclusive NFT Rights to the Art, and the Artist sells the NFT Rights to the Art to DMS in return for the payment of the Purchase Price.
4.2 The Art referred to in this Agreement is set out in the Schedule.
4.3 Following payment of the Purchase Price, the Artist will create and deliver a digital file of the Art to DMS, and DMS will be granted exclusive rights in the Art (“NFT Rights”).
5. Grant of Licence
5.1 In consideration of the Purchase Price, the Artist grants DMS unlimited permission to Create an NFT with the Art detailed in the Schedule in perpetuity.
5.2 The Artist retains the right to claim original authorship of the Art as it was created. The Artist retains the worldwide copyright in the Art and is the sole owner of all intellectual property rights in the Art, subject to the grant of NFT Rights above.
5.3 DMS will provide credit to the Artist whenever possible.
5.4 The Artist relinquishes rights to reproduce the Art in any additional NFT format.
5.5 DMS is not permitted to copy, sell images of the Art (other than as an NFT) or destroy, alter, modify, or change the Art (or permit anyone else to do so) or use the Art in any manner other than as permitted under this Agreement.
5.6 Nothing in this Agreement limits the Artist’s right to exploit Artist’s remaining intellectual property rights in each Artwork and Artist may create additional versions of each Artwork and may exploit these Artwork(s) in any manner which Artist determines.
5.7 If found in violation, DMS may use all options under the law to recoup what it may consider as lost revenue.
6. Conditions of Use
6.1 DMS undertakes that:
(a) It shall use the Art only in relation to the Purpose specified in Schedule 1.
(b) It shall conform to any statutory or other regulatory requirements in respect of them which may be applicable from time to time within the jurisdiction including without limitation securing all third-party permissions and clearances as may be necessary to enable DMS to exercise the rights granted under this Agreement;
(c) It shall not amend, adapt, use or position the Art so as to suggest that the Artist or any of the persons appearing in the Art endorse any commercial product or service or any political party or belief or use tobacco or alcohol or drugs;
(d) Will not distribute, sell, license or sub-license, let, trade or expose for sale the Art (other than the NFT) to a third party.
(e) Will not use the Art (other than the NFT) in any way that allows a standalone file or content file to be downloaded, extracted, or redistributed by others.
6.2 Nothing contained in this Agreement shall entitle DMS to use the Art as part of any corporate business or trading name or style of DMS.
6.3 DMS shall not alter in any way the Art except to the extent absolutely necessary to exercise the rights granted under this Agreement provided always that any intellectual property rights arising in respect of the alterations shall vest in the Artist.
6.4 DMS shall accord credit on any use or reproduction of the Art in the name of the Artist and shall agree with all other parties who display the Art for the NFT sale that they shall accord us the same credit. However, any inadvertent failure by DMS to accord such credit and any failure by any third party to accord such credit shall not constitute a breach of this Agreement by DMS provided that DMS uses reasonable endeavours to remedy any such failure that the Artist make DMS aware of, as soon as reasonable practicable and on a prospective basis only, provided that DMS is not required to recall any print or other material already ordered nor incur any legal costs or expenses.
6.5 The Art, in its original state, may be photographed or reproduced by DMS for advertising and marketing purposes. This includes Album Artwork related to the Art in Schedule 1. DMS agrees that all promotions shall be dignified and in keeping with the Artist’s reputation as a respected professional.
6.6 The Artist irrevocably grants DMS the exclusive right to include the Image(s) in its catalogue(s), postcard(s), educational material(s), and inclusion on its website, and for other promotional materials and opportunities.
6.7 The Artist shall have no artistic control over DMS ’s adaptations or alterations to the Art as it related to this Agreement. All adaptation/alteration decisions shall be made solely by DMS’ representative for the purposes of the application outlined in this Agreement.
7. Purchase Price Payment
7.1 DMS agrees to Pay the Artist a one-time fee for the grant of NFT Rights specified in Schedule 1 (“Purchase Price”). The Purchase Price shall be payable upon execution of this Agreement.
7.2 The licence granted under this Agreement will not commence until the receipt of the payment under Clause 7.1 above by the Artist.
7.3 DMS shall be responsible for the cost of creating and arranging the sale of the NFT of the Art. DMS shall be solely responsible for expenses as they relate to reproducing Art as outlined within this Agreement. DMS will have no additional financial liabilities or royalties due to the Artist outside of the agreed-upon licence fee and commission.
7.4 DMS will receive [commission]% of the sale price from the sale of NFT shares. DMS is not responsible for market fluctuations within the blockchain.
7.5 DMS will hold the sale proceeds for the Artist after the sale. DMS is required to make payment to the Artist and the nominated charity within 7 days from the date of receiving the sale proceeds (after deducting commission).
7.6 The Purchase Price and Commission set out in Schedule 1 is exclusive of VAT. Any VAT properly due on these amounts will be payable by DMS to the Artist. If DMS is obliged by law to deduct a withholding tax on the Purchase Price it will provide the Artist with a valid deduction certificate to enable the Artist to obtain the benefit of any relevant double taxation treaty.
7.7 The Purchase Price shall be paid in GBP (£) by electronic means unless otherwise agreed between the parties.
8. Representations, Warranties and Indemnity
8.1 The Artist represents and warrants that:
(a) the Artist is free to enter into and perform this Agreement, and
(b) the Artist is not subject to any conflicting contractual obligations which would impair Artist’s ability to perform this Agreement, and
(c) the Artist is the exclusive owner of any and all rights in and to the Art and that no other individual or entity may claim any rights, title and/or interest in and to said Art;
(d) the Art will contain nothing that will infringe any rights of any third party, nor be contrary to any law, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court nor in breach of any provision of any statute; and
(e) the Artist is not aware, having made full and reasonable enquiry, of any claim by any third party that the Art or any pre-existing material incorporating the Art or included within the Art, or the exploitation of the Art by either party, has infringed or will infringe any rights of any third party and the Artist agrees that the Artist shall immediately inform DMS if the Artist becomes aware of any such claim
8.2 The Artist undertakes and agrees to indemnify and hold DMS harmless from all and any claims, actions, proceedings, demands, obligations, liabilities, losses, costs, charges, damages, fines, judgments, assessments, penalties and other expenses incurred or suffered by DMS as a result of or arising from any act or omission of the Artist under this Agreement, or at law.
8.3 The Artist hereby waive in favour of DMS and all its assignees and successors in the title all moral rights in the Art to which the Artist may be entitled under the relevant intellectual property regulations as amended from time to time to the extent necessary for us to exploit the licence granted under this Agreement.
8.4 DMS represents and warrants that DMS is free to enter into and perform this Agreement.
9. Ownership
9.1 DMS recognises that the Artist is the sole and exclusive owner in the jurisdiction of all right, title and interest in the Art and all copies of the Art; and shall not at any time do or suffer to be done any act or thing which is likely to in any way prejudice the Artist’s title.
9.2 DMS further agrees that:
(a) it shall not make any representation to do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the Art except under the terms of this Agreement and DMS further acknowledges that nothing contained in this Agreement shall give DMS any right, title or interest in or to the Art save as granted under this Agreement;
(b) it shall include in its advertisements and other media statements the effect that the Artist is the owner of the Art.
10. Assignment and Other Dealings
Neither party shall have the right to assign this Agreement without the prior written consent of the other party.
11. Resolving Disputes
11.1 If there is a disagreement between the Artist and DMS on the interpretation of this Agreement or any aspect of the performance by either party of its obligations under this Agreement, representatives of the parties will, within 10 days of receipt of a written request from either party to the other, meet in good faith and try to resolve the disagreement without recourse to legal proceedings.
11.2 If resolution does not occur within 7 days after the meeting, the parties may resolve jointly and appoint a mediator or independent expert to do so.
Nothing in this clause restricts either party’s freedom to seek urgent relief to preserve a legal right or remedy, or to protect proprietary or trade secret right.
12. Breach of this Agreement
In the event of a failure or an omission constituting a breach by either Party of this Agreement, the non-breaching Party will give the breaching Party written notice of the breach, and the breaching Party will have five (5) business days in which to cure the breach. If there is a failure by the breaching Party to cure the breach at the end of the cure period, the other Party may terminate this Agreement.
13. Prior Agreements and Enforceability
This Agreement supersedes and replaces anything that the Parties have agreed to on this subject matter before the Effective Date. If a court determines that any term or part of a term of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
14. Entire Agreement
This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
15. Confidentiality
The Parties agree to keep the terms of this Agreement confidential but may share it with their professional advisors.
16. Amendments
All changes to this Agreement will only be valid and binding on the Parties if they are made in writing and signed by both Parties.
17. Severability
17.1 Each provision of this Agreement and each part of any provision shall be severable.
17.2 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever the term or provision shall be devisable from this Agreement and shall be deemed to be deleted from this Agreement provided always that if the deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend or modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances (such agreement not to be unreasonable withheld or delayed by either party).
18. Waivers
18.1 No failure or delay by the Artist in exercising any right, power or privilege under this Agreement including (but not limited to) the right to terminate this Agreement shall operate as a waiver of that right, power or privilege, nor shall any single or partial exercise by the Artist of any right, power or privilege preclude any further exercise of any other right, power or privilege.
18.2 The rights and remedies provided are cumulative and not exclusive of any rights and remedies provided by law.
18.3 No breach of any provision of this Agreement may be waived or discharged except with the express written consent of the party not in breach.
19. Governing Law and Jurisdiction
19.1 The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith.
19.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19.3 Each party irrevocably agrees that the courts of England and Wales shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been signed on behalf of the parties on the Effective date.
Purpose: [purpose] Creating NFT music shares.