These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as Client”, “You”, or “Your”) and College Fan Coins ( (“CFCS ”, or “Minter”, “we”, “our” and “us”), governing our creation of NFTs as part of the Treasure Land NFTs Gallery and trading of Your NFT on the relevant blockchain, is entered into on the date this agreement is electronically signed (the “Effective Date”).
BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE. If you do not agree to the terms of this Agreement, you may not participate in the Offering.
“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
“Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
“Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Bentley University.
"NFT" means any blockchain-tracked, non-fungible token.
“Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Licensed NFT” means an NFT from College Fan Coins.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Section 1 - Exclusive Services
CFCS through the Treasure Land NFTs NFT Gallery hereto will create and monetize a non-fungible token (“NFT”) of the Composition as defined herein and offer the NFT for sale (collectively, the “Services”). The Client grants the Minter the right to convert the Art into a Digitalized Non-fungible Token for sale and the Minter is entitled to a commission. The Agreement sets out the terms upon which the Minter obtains the license to use the Art for the purposes of Creating and Selling a Digitized Token - NFT. The Client has agreed to grant a license to the Minter to create Art on the terms and conditions set out in this Agreement.
In this Agreement. the Client:
warrants the ownership of the Art and will not create a second NFT;
waives its moral rights in the Art;
undertakes to indemnify the Minter for all any losses suffered due to any act or commissions of the Client.
The Minter shall be responsible for the cost of creating and arranging the sale of the NFT of the Art. Minter shall be solely responsible for expenses as they relate to reproducing Art as outlined in Scope of Work. Minter will have no additional financial liabilities or royalties due to the Client outside of the agreed-upon license fee and commission. The Minter will receive a commission for the sale. The Minter shall accord credit on any use or reproduction of the Art in the name of the Client 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 failure to give photo credit to the Licensor does not constitute a breach of this Agreement.
Section 2 - Grants
You hereby grant to us and the Buyer of the NFT all applicable intellectual property rights in all of your intellectual property pertaining to the composition described as any artwork you upload/submit to College Fan Coins for creation of an image using Your Name, Image and Likeness and all intellectual property rights therein Treasure Land NFTs NFT Gallery (the, “Composition”) in order for us to offer for sale the NFT in any part of the world , and to authorize others to offer for sale, the NFT. Subject to your receipt of the fees as set out in Section 3 below, we own all intellectual property rights in the Composition and the NFT. You will not claim any ownership rights in or any rights arising from the Composition or the NFT.
Section 3 - Taxes
You will be responsible for your own tax liability as a result of receipt of the payment of the Fee. Any tax obligations in respect of the sale of the NFTs are not CFCS obligations.
Section 4 - Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Section 5 - Compensation
In exchange for the grants and covenants set out in Section 2 above Client will receive a payment of 70% of the gross NFT sales of Client’s Composition received by CFCS. The CFCS will charge the Client for the Services as follows (the "Compensation"):
(1.) 30% of all NFT revenue
(2.) Blockchain minting fees. Fees are approximately $75 - $100 per NFT
Section 6 - Creator Royalty
A 10% creator royalties will be paid by the NFT marketplace on future purchases.
Section 7 - Rights
We will each safeguard information of the other Party that is confidential or should, in the ordinary course, be considered to be sensitive. Each Party may only share such information with their respective employees and representatives, subject to such persons promising to keep such information confidential. If you become legally compelled or required by any governmental authority having appropriate jurisdiction to disclose any information which should reasonably be considered confidential by us, you will, if permitted under law, promptly provide us notice so that we may seek a protective order or other appropriate remedy.
Section 8 - Representations, Warranties and Covenants
You represent and warrant that: (i) you are authorized to, in case you are representing a corporation, enter into this Agreement; (ii) you can enter into this Agreement without breaching any other agreement, including an existing agreement (including an employment agreement or collaboration agreement with another party) to which you are a party or a former agreement which continues to apply; (iii) you will not breach any laws, commit any willful misconduct or torts, including breaching any third party’s intellectual property rights in any part of the NFT creation or use; and (iv) the Composition is unencumbered and an original copyright work of yourself as the sole creator of the Composition.
Section 9 - Limited Warranty and Disclaimer
Apart from creation of the NFT, we do not warrant any particular outcome for monetization of the NFT. Our Services are provided “as is” and may not achieve the results you are seeking. We shall not be liable to you for anything other than gross negligence, willful misconduct or fraud. We are not liable for any outcomes arising from or in relation to the NFT, its use, sale or any commercial agreement in respect of such NFT with other parties.
Section 10 - Liability
Each party will indemnify, defend and hold us harmless the other for all liabilities which arise as a result of that party’s breach of the terms and provisions of this Agreement.
Section 11 - Governing Law and Dispute Resolution
This Agreement shall be governed by, and construed solely in accordance with the laws of the State of Georgia and the federal laws of the United States of America therein. Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with this Agreement shall be finally and conclusively resolved by arbitration under the Georgia Arbitration Act (GAC).
Section 12 - Notice
Any notice to you shall be given to the most current email address associated with your name. Any notice to CFCS must be sent to: legal@CollegeFanCoins.com.
Section 13 - Miscellaneous
No Waiver of Covenants. Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in this Agreement or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior communications, agreements and understandings, written or oral, with respect to the subject matter of this Agreement. No amendment of this Agreement will be valid without written approval by both parties. Severability. If any portion or provision of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Assignment. You will not assign, in whole or in part, any of your rights or obligations under this Agreement without our consent. Further Assurances. You agree to execute and deliver all such further documents and instruments and do all acts and things as we may reasonably require of you in relation to the Services. Relationship between the Parties. There is no joint venture, partnership, employment or agency relationship created between you and CFCS as a result of this Agreement. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their proper and duly authorized officers to execute and deliver this Agreement as of the day and year first above written.