- By purchasing a Flantoshi (“FlanClan”) NFT either directly from FlanClan or on the secondary market, you are the owner of that applicable NFT (the “User Owned NFT”).
- Subject to compliance with all other relevant terms and conditions, for as long as you own the User Owned NFT, FlanClan grants you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by FlanClan to: (1) copy and modify the User Owned NFT (“Derivative NFT”) for non-commercial, personal use; and (2) display and perform the User Owned NFT and/or Derivative NFT for non- commercial, personal use.
- Additionally, for as long as you own the User Owned NFT, FlanClan grants you a limited, personal, non-exclusive, worldwide license under any copyright owned by the FlanClan over that particular User Owned NFT to: (1) copy the User Owned NFT and/or Derivative NFT on to physical merchandise or digital collectables (“Licensed Merchandise”); (2) copy, display and perform the User Owned NFT and/or Derivative NFT for purposes of promoting and marketing the Licensed Merchandise, and (3) distribute the copies of User Owned NFT and/or Derivative NFT printed on the Licensed Merchandise in connection with the sale of the Licensed Merchandise, including doing any of the foregoing for commercial purposes up to the dollar limitations set forth herein.
a. Nothing in this license allows for the use of FlanClan trademark, logo, or any FlanClan intellectual property other than the copyright rights explicitly licensed herein. Licensees are explicitly prohibited from using the FlanClan name in a way which may create confusion, mistake or deception about source or origin of the Licensed Merchandise.
- “Total Proceeds” shall mean gross revenue without any deductions. In no event may the Total Proceeds for all Licensed Merchandise for any single User Owned NFT and/or its Derivative NFT(s) exceed One Million US Dollars ($1,000,000) in aggregate during any calendar year (January 1-December 31). Once Total Proceeds has reached $1,000,000, or is expected to reach $1,000,000 in any calendar year, you must notify FlanClan and all sales or other distribution of Licensed Merchandise and any sales in excess of $1,000,000 must cease unless you and FlanClan have agreed in writing to the terms that will govern any future sales. Tracking and recording of Total Proceeds for the purpose of these dollar limitations will be done using generally accepted accounting principles. You will make such records available to FlanClan or its designee from time to time upon request of FlanClan for purposes of verifying your compliance with these Terms.
- You will indemnify and hold harmless, and at FlanClan’s request defend, FlanClan from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of these Terms or unauthorized use of any FlanClan-Owned Content, or (b) the design, manufacture, sale or other distribution or disposal of any Licensed Merchandise.
RESERVATION OF RIGHTS
- FlanClan reserves the right to modify these Terms at any time. FlanClan may freely transfer, assign, or delegate these Terms in whole or in part, without your prior written consent. The failure of FlanClan to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
- Nothing in these Terms shall prohibit FlanClan from granting any licenses on any FlanClan owned intellectual property, including but not limited to any User Owned NFT, to any third-parties under separate terms and conditions.
Ownership of the NFT grants you a license to use your image however you see fit. But this comes with three conditions:
- If the commercialization or use of these images is expected to generate over $1m turnover a year, the NFT owners must reach an agreement with the Flantoshi & Flan Clan brand rightsholders, regarding their use thereof.
- Any commercialization efforts below this threshold must not imply or suggest that the originators thereof are from the Flan Clan team or Flantoshi.
- Any image within the FlanClan NFT collection may be used by Flantoshi and designated parties for merchandising and marketing material.
In short, if you become an NFT owner, you and the Flan Clan are co-custodians of the characters themselves and you may use the respective characters you own for your financial benefit, provided that you are not using them for a major production, which does require further agreements.
We encourage most derivative work, such as stories, drawings, animations, etc. In general, we want this to be an organic community of creative people who are constantly finding new means of expressing themselves.
Examples of What is Permitted Under License
- Setting up a marketplace to sell T-shirts with your FlanClan on the shirts. Or selling those shirts in bulk to a major retailer to sell.
- Creating a comic book with other FlanClan owners.
- Creating and selling derivative art using your owned FlanClan as the starting piece.
- Sublicensing your FlanClan to others to use (so long as the sub-licensor does not exceed the $1 million a year threshold).
Examples of What is Not Permitted Under License
- Selling over $1 million in merchandise in a year without approval of FlanClan team.
- Sublicensing to a major corporation like Disney and letting Disney sell over $1 million in merchandise a year without approval of FlanClan team.
- Creating products which feature the FlanClan name in a way which would make the average consumer believe the FlanClan team created or is associated with the sale of that product.
- Using a FlanClan image which you do not own without consent of the actual owner.