Ownership assignment

"Art" means any digital image first released to the public by the Creator, that is linked to an NFT and that is accordingly transferred to an Owner when such NFT is transferred.

"Attribute" means each and all constituent elements of the Art, taken independently of the overall Art, including designs and patterns of the background, clothes, earrings, eyes, face accessories, facial features, hairstyle, lips, mouth, necklace, and skin tone.

"NFT" means a unique digital token, such as those conforming to the ERC-721 standard, that represent proof of ownership of a tangible or intangible asset, and the ownership of which can be verified using blockchain technology.

"Creator" means the entity which first released to the public the Purchased NFT, and related Art, on behalf of its author, i.e., WOW Studio Limited, with a registered address of 7a Abbey Business Park Monks Walk Farnham Surrey, United Kingdom GU9 8HT.

"Effective Date" means the date on which this Agreement, as defined hereinafter, shall be deemed entering into force, that is the date on which the applicable Owner acquires the applicable Purchased NFT.

"Owner" means the current owner of the NFT and related Art. In case of transfer of ownership, including via Resale, the recipient becomes the new Owner of the Purchased NFT. There can be several different owners of each NFT (and related Art) throughout time but only one Owner at a time. Owner shall include the Primary Owner and all subsequent Owners.

"Own" means, with respect to an NFT, that such NFT has been lawfully acquired (in accordance with this Agreement and all applicable laws), and where proof of such purchase is recorded on the relevant blockchain, with the purchaser thus becoming the Owner of the Purchased NFT (and related Art).

"Primary Assignment" means the first assignment by the Creator of all its rights, title and interest in and to the intellectual property rights on the Art to the Primary Owner, as detailed in Article 3 of the Agreement, as defined hereinafter.

"Primary Owner" means the individual or entity qualifying as the Owner on the Effective Date and party to the Primary Assignment.

"Purchased NFT" means an NFT that a person has purchased, or acquired in any way, and thus Owns altogether with the related Art.

"Resale" means the sale by the Owner of the Purchased NFT, and related Art, to a subsequent buyer, which shall own the Purchased NFT and related Art upon its effective purchase and thus become its new Owner.

"Secondary Assignment" means, in case of Resale, any and all assignment by the Owner of all its rights, title and interest in and to the intellectual property rights in the Art to the subsequent buyer of the Purchased NFT.

"WoW Website" means the website published and edited by the Creator accessible at the following link: https://worldofwomen.xyz/.

This agreement sets out the terms and conditions of assignment of all rights, title and interest in and to the intellectual property rights in the Art to which this agreement relates (hereinafter the "Agreement").

The Agreement shall govern the Primary Assignment under which the Creator has agreed to assign to the Primary Owner its intellectual property rights on the Art and all Secondary Assignments between the Owner and subsequent buyers of the Purchased NFT, where applicable.

The Agreement shall be effective as of the Effective Date and remain in force as long as it is still related to the Purchased NFT. By lawfully acquiring the Purchased NFT, and related Art, the Owner hereby acknowledges having read the content of this Agreement as available on the WoW Website and agrees to abide by its terms and conditions set forth herein.

This Agreement shall apply to the Primary Assignment and all Secondary Assignments to the extent no other written agreement has been concluded between the parties to such assignment. In case of contradiction between the specific agreement and the Agreement, the provisions of this Agreement shall prevail.

The Creator may revise this Agreement and publish amended versions thereof from time to time. Each version of the Agreement shall be numbered, and the latest version published shall apply.

In consideration of the Purchase Price, as defined hereinafter, and subject to the Primary Owner continued compliance with the terms of this Agreement and applicable laws, the Creator hereby assigns as of the Effective Date to the Primary Owner, on an exclusive basis, for the legal duration of the intellectual property rights and for the whole world, all exploitation, reproduction, representation and adaptation rights relating to the Art to which this Agreement relates.

It is specified that the rights of reproduction, representation and adaptation are granted to the Primary Owner for all modes of exploitation, including commercial ones, and on all medium and/or media (including but not limited to, digital media, physical media, paper editions, optical discs, storage media, multimedia, etc.), using all formats (including but not limited to, still images, animated sequences, etc.) and by all technical processes known to date or to come (including but not limited to digitalisation and computer storage, downloading, all computerised means or electronic communication networks, etc.), and such rights shall include, in particular but without being limited to it:

For the avoidance of doubt, nothing contained in this Agreement shall grant or shall be deemed to grant any right in any Attributes, which shall remain the exclusive property of the Creator.

The Primary Owner shall remain free to exploit or not to exploit the rights thus assigned under this Agreement under the trademark or name of its choice, subject to compliance with the provisions of this Agreement.

Creator agrees that the full price of transfer of the above-listed rights is included in the Purchase Price, as defined hereinafter.

Without prejudice of the moral rights detailed in Article 6, the Creator shall be deemed to have transferred all the above-mentioned rights to the Primary Owner on the Effective Date, in execution of the Primary Assignment. Consequently, the Creator may only use the Art with the prior consent of the Owner.

The Primary Owner and, where applicable, all subsequent Owners, shall have the right to Resale the Purchased NFT, and related Art, on a marketplace allowing the purchase and sale of NFTs. The Owner shall only Resale the Purchased NFT on a marketplace which cryptographically verifies each NFT owner's rights to display the Art in order to list it for sale, to ensure that only the actual Owner can display the Art for Resale. The Owner shall also make its best effort to Resale on a marketplace that provides for a percentage of the Resale price to be automatically granted to the Creator upon Resale.

The Primary Owner and, where applicable, all subsequent Owners, shall have the right to licence, assign or otherwise transfer to a third-party all or part of the intellectual property rights on the Art hereby granted as per this Agreement, for any purpose whatsoever.

In case of transfer of ownership of the Purchased NFT, including Resale, the Owner agrees to assign to the subsequent buyer of the Purchased NFT all rights in the related Art detailed in Article 3 of this Agreement, under the same conditions, to the extent such rights have not been previously transferred to a third-party in compliance with this Agreement.

In case of transfer of ownership of the Purchased NFT, including Resale, all rights in the Art granted by the Owner to a third-party, and/or rights of the Owner in derivative works thereof, shall remain in force and fully effective after the Resale, unless otherwise agreed upon between the Owner and the subsequent buyer.

This Agreement shall govern any Resale as long as it still relates to the Purchased NFT and provided no other agreement has been concluded between the Owner and the subsequent buyer, which shall only apply between the parties of said agreement.

It is expressly agreed that all intellectual property rights assigned to the Primary Owner, as per the Primary Assignment, or to the subsequent Owners, as per a Secondary Assignment, are granted in consideration of the price paid by the Owner to purchase the Purchased NFT, as listed on the NFT marketplace on which it is acquired (the "Purchase Price"), where applicable, which shall be deemed fixed and definitive.

Notwithstanding the foregoing, Creator shall also be entitled to a compensation on any Resale of the Purchased NFT in accordance with the percentage of commission determined by the NFT marketplace on which said Resale is completed.

The Creator shall have the right to enforce, on behalf of the author, all moral rights of the author of the Art, as provided by applicable law, which shall remain perpetual, inalienable, imprescriptible and, in general, absolute.

The Owner hereby undertakes to abide, and make its contractors, including licensees and subsequent buyers, and third parties abide by the author's moral rights in any and all use of the Art, and in particular the following rights:

When using the Art, in any way whatsoever, including but not limited to its publication, exploitation, and/or promotion, the Owner shall not use the trademarks, service marks, or proprietary words or symbols of the Creator, save to the extent otherwise permitted by applicable law or by written agreement of the Creator.

The Owner must not refer to the Creator in any way, whether or not in connection with the Art, without the prior written approval of the Creator.

The Creator shall have the right, at its sole discretion, to promote, including through social media, any public use of the Art by the Owner, unless the Owner informs the Creator otherwise in writing.

Nothing contained in this Agreement shall grant or shall be deemed to grant to either party any right, title or interest in or to the other party's trademarks.

In any case, the Owner shall not use the Art in a way that would or could present the Creator as endorsing, recommending or favouring, in any way whatsoever, the Owner and/or its use of the Art.

The Creator and the Owner shall cooperate in good faith and reasonably assist each other in the prosecution of legal proceedings involving the Art, or derivative works thereof, including but not limited to proceedings conducted for the purpose of protecting any and all intellectual property rights on the Art from infringement. Such assistance shall be provided at the requesting party's reasonable cost unless otherwise agreed.

In instances where the Owner chooses not to act, the Creator reserves the right to protect and defend the rights attached to the Art, including through litigation. However, the Creator must inform the Owner prior to initiating any such action.

Please note that if an NFT linked to a piece of Art is acquired in an unlawful manner (i.e. not in accordance with this Agreement and all applicable laws), then there shall be no transfer of any rights in or related to the Art (whether pursuant to this Agreement or otherwise) to the person who has so acquired such NFT (and such acquirer shall not be deemed to Own the NFT). In such case, all rights in the applicable Art shall vest in the person from whom such person acquired the applicable NFT.

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the initial intention of the parties.

The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of France.

Any dispute or claim arising out of or in relation to this agreement, including the validity, invalidity, breach or termination thereof, shall be resolved exclusively by the courts of France.