updated October 21, 2023
i. You Own the NFT. Each harmony-ny key is an NFT on the Ethereum blockchain. When you purchase a key, you own the underlying harmony-ny NFT, the Art, completely. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any harmony-ny key. ii. Personal Use. Subject to your continued compliance with these Terms, harmony-ny grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your harmony-ny key / NFT, provided that the marketplace cryptographically verifies each harmony-ny key owner’s rights to display the Art for their harmony-ny key 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 harmony-ny key, provided that the website/application cryptographically verifies each harmony-ny key owner’s rights to display the Art for their harmony-ny key to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the harmony-ny key leaves the website/application. iii. Commercial Use. Subject to your continued compliance with these Terms, harmony-ny grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of the harmony-ny key generally, provided that the marketplace cryptographically verifies each harmony-ny key owner’s rights to display the Art for their harmony-ny key to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of harmony-ny key generally, provided that the third party website or application cryptographically verifies each harmony-ny key owner’s rights to display the Art for their harmony-ny key to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased harmony-ny key leaves the website/application; or (iii) earning revenue from any of the foregoing.
We recognize that you might want to create modifications and derivative works of your harmony-ny NFT Art, and we allow you to do so under the scope of the licenses granted above. However, you acknowledge and agree that harmony-ny may also modify, create derivative works of, and update any harmony-ny NFT Art and may create works of authorship similar or identical to your own adaptations, derivative works, and modifications of any harmony-ny NFT Art. Accordingly, on behalf of yourself and your heirs, successors and assigns, you irrevocably covenant and agree not to assert or bring any suit, claim, demand or challenge against harmony-ny or its affiliates or licensees in connection with their use of any harmony-ny NFT Art or any adaptations, derivative works, and modifications thereto, even if such artwork or content is similar to or the same as any adaptations, derivative works, or modifications in any harmony-ny NFT Art that have been created by you. No Rights to Trademarks. Nothing in this License will be interpreted to grant you any rights to any harmony-ny Trademarks belonging to harmony-ny. Without our written permission, you may not use any harmony-ny Trademarks for any Commercial Use, including to register any domain names or social media accounts using any harmony-ny Trademarks. This includes any harmony-ny Trademarks that may be displayed or contained in any harmony-ny NFT Art for your harmony-ny NFT (and you will need to modify the harmony-ny NFT Art to remove or obfuscate such harmony-ny Trademarks before making any Commercial Use of such harmony-ny NFT Art). You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any harmony-ny NFT or harmony-ny NFT Art. Transfer. The licenses granted above are non-transferrable, except that if you sell or transfer your harmony-ny NFT, you will no longer be granted the foregoing licenses in the harmony-ny NFT Art, and such license will transfer to the new owner of the harmony-ny NFT associated with such harmony-ny NFT Art. In connection with any sales, transfers or similar transactions of the harmony-ny NFTs, the transferee agrees that by purchasing, accepting, or otherwise acquiring the harmony-ny NFT, they shall be deemed to accept the terms of this License. You may not transfer an harmony-ny NFT to a transferee that is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a terrorist-supporting country; or is otherwise listed on any U.S. Government list of prohibited or restricted parties. Restrictions. Notwithstanding any of the above, you may not use the harmony-ny NFT Art in any way that constitutes unlawful, defamatory, harassing, abusive, fraudulent, racist, hateful, vulgar, cruel, illegal or obscene activity, or that promotes any such activity. Reservation of Rights. All rights in and to the harmony-ny NFT Art and any other intellectual property of harmony-ny not expressly licensed herein are hereby reserved by harmony-ny. All goodwill arising from any use of the harmony-ny Trademarks will inure solely to harmony-ny and its affiliates.
Disclaimers. YOUR ACCESS TO AND USE OF THE harmony-ny NFT AND harmony-ny NFT ART IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE harmony-ny NFTS AND harmony-ny NFT ART ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, harmony-ny, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “harmony-ny ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE harmony-ny ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE harmony-ny NFTS AND harmony-ny NFT ART; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE harmony-ny NFTS AND harmony-ny NFT ART WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE harmony-ny NFTS AND harmony-ny NFT ART. THE harmony-ny NFTS ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. THEY ARE NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE harmony-ny ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS LICENSE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS LICENSE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE harmony-ny ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF THE harmony-ny ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) THE AMOUNT YOU PAID harmony-ny FOR YOUR harmony-ny NFT. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. Indemnification. By entering into this License and accessing or using the harmony-ny NFTs or harmony-ny NFT Art, you agree that you shall defend, indemnify and hold the harmony-ny Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the harmony-ny Entities arising out of or in connection with: (i) your violation or breach of any term of this License or any applicable law or regulation; (ii) your violation of any rights of any third party; (iii) your access to or use of the harmony-ny NFT or harmony-ny NFT Art; (iv) any modifications to or derivative works of the harmony-ny NFT Art you create, or (v) any fraud, negligence or wilful misconduct committed by you.
Additional Features. harmony-ny may choose to make additional features, access, content, items or other benefits available to owners of harmony-ny NFTs (“Additional Features”). harmony-ny has no duty or obligation to provide you with any Additional Features, and you should not expect any Additional Features when acquiring an harmony-ny NFT. Additional Features may be subject to additional terms and conditions, which may be presented to you at the time they are made available. Updating This License. We may modify this License from time to time. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review this License from time to time to view any such changes. Your continued access or use of the harmony-ny NFTs or harmony-ny NFT Art after the License has been updated will be deemed your acceptance of the modified License. Termination of License. If you breach any of the provisions of this License, all licenses granted by harmony-ny will terminate automatically. Upon the termination of your licenses, you shall cease all marketing, distribution, or sale of goods, services and media that feature the harmony-ny NFT Art and shall cease all further use of the harmony-ny NFT Art. All provisions which by their nature should survive the termination of this License shall continue in full force and effect subsequent to and notwithstanding any termination of this License by harmony-ny or you. Termination will not limit any of harmony-ny' other rights or remedies at law or in equity. Miscellaneous. If any provision of this License shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this License and shall not affect the validity and enforceability of any remaining provisions. This License and the licenses granted hereunder may be freely assigned by harmony-ny but may not be assigned by you without the prior express written consent of harmony-ny. Any purported assignment in violation of this License will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You represent and warrant that you have the legal capacity to agree to this License. This License is governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles, California. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS LICENSE. You and harmony-ny agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this License.