Brodies Digital Ownership Agreement

The “Brodies Digital Ownership Agreement” sets out the terms and conditions related to the intellectual property (IP) rights associated with Brodies NFTs. Below are the key sections of the agreement:

1. Definitions

• Art: Any digital creation, design, or illustration created by its author and published by the creator, which may be associated with an NFT that is transferable or licensable to the owner.

• NFT: A non-fungible token registered on the Solana blockchain.

• Creator: The entity that publicly launched the NFT and the associated art on behalf of its author, or that acquired those rights and interests. In this case, Brodies, registered under Spanish trademark number 4.248.739.

• Owner: The person or entity that currently holds the NFT. In the event of a transfer of ownership, the recipient becomes the new owner of the acquired NFT.

2. Purpose

This agreement governs the assignment of rights, titles, and interests in the intellectual property rights associated with the NFT’s artwork. It applies both to primary assignments (from the creator to the first owner) and secondary assignments (between successive owners).

By acquiring a Brodies NFT, the owner acknowledges and agrees to the terms and conditions set forth in this agreement.

3. Sharing and Promoting Your Brodies

Brodies encourages the community to share images, artwork, and projects related to their NFTs. Owners are invited to submit content and describe planned commercial projects to ensure compliance with this agreement and, where possible, receive promotional support.

If a commercial use is expected to generate more than €50,000 in annual gross revenue, the owner must contact Brodies within 15 days of reaching this expectation to discuss a broader license or exemption.

4. Assignment and Limited Use License

Personal Use

The owner is granted a limited, worldwide, non-exclusive license to copy, access, and use their Brodies NFT and related artwork solely for personal, non-commercial use, while maintaining all copyright notices and proprietary rights intact.

Commercial Use

The owner is permitted to commercially use their Brodies NFT and related artwork, including producing and selling goods and services that incorporate the graphic image of their NFT, provided that such uses do not generate more than €50,000 in gross revenue within a twelve-month period, unless Brodies grants a broader license or a specific exemption.

Additionally, the owner may not modify or present their Brodies NFT or related artwork in a manner that promotes hate, intolerance, violence, cruelty, or any content that could be considered hateful, offensive, or misaligned with the inclusive values of the Brodies brand and community.

The use of the “Brodies” name, logo, or any related trademark is strictly prohibited without the explicit approval of Brodies.

5. Rights and Limitations

The purchase of a Brodies NFT grants the owner full ownership rights over the NFT, including the right to store, sell, and transfer it.

However, this purchase does not confer any explicit or implied rights over the copyrights or other intellectual property rights associated with the artwork, beyond the limited licenses specified above.

These rights and interests immediately terminate upon the sale, transfer, or relinquishment of the NFT.

6. Unauthorized Use

Any use of the artwork that is not expressly authorized under this agreement, without prior written permission from Brodies, is strictly prohibited and will result in the immediate termination of all rights and licenses granted under this agreement.

Unauthorized use may also violate applicable laws, including copyright and trademark regulations.