This repository includes legal agreement templates (also referred to as "Terms" and "Terms & Conditions") for NFT creators and their lawyers. The templates are open source and made available for free under the CCO 1.0 Universal License. The goal of this repository is to help reduce the time and expense required for NFT creators to establish the right legal structure and terms for their projects.
This repository is not a law firm (nor is it operated by a law firm), and it is not legal advice or representation. This repository is not intended as a substitute for an attorney or law firm. Rather, it is intended to provide tools to make it less expensive and time consuming for NFT creators to work with their lawyers.
This repository is in the beta/experimental stage. Be on the lookout for updates, and eventually a web-based tool that allows NFT creators and their lawyers to "point and click" to select between different license clauses to create a custom agreement for their project.
Below is a brief description of the templates that are available in this repository, including caveats and assumptions that lawyers using the templates should be aware of.
Author's Credit & Prohibited Uses Clause: This clause covers two topics. One, it says that the NFT creator can require the NFT owner to credit the NFT's artist(s) when the owner publicly displays or uses the NFT. Two, it says that the owner won't use the NFT in certain prohibited ways (for example, in ways that are profane, abusive, threatening, harassing, etc.). This clause relies on the defined terms in the NFT Template Terms and Conditions template, and is meant to be an add-on to that template (i.e., to use this clause, add it into NFT Template Terms and Conditions).
CCO 1.0 Universal License This is a copy of the CCO 1.0 Universal (CCO 1.0) license. The nonfungiblelaw repository maintainers did not create this agreement. It was created and is maintained by the Creative Commons organization. More information is available at the Creative Commons website. Under the CCO 1.0 Universal License, the NFT project creator waives all copyrights, and offers their copyrights to the "public doamin" for free use by anyone throughout the world. The is a different appraoch than that taken by the nonfungiblelaw NFT Template Terms and Conditions, which state that the NFT project creator retains ownership of their copyrights. The CCO 1.0 Universal License is included in this repository as a convenience for NFT project creators who want to take a fully "open source" approach to their NFT's copyrights.
Commercial License Clause: This is a clause for NFT creators that want to grant buyers the right to create physical merchandise using NFT IP (e.g., the NFT art). This clause relies on the defined terms in the NFT Template Terms and Conditions template, and is meant to be an add-on to that template (i.e., to use this clause, add it into NFT Template Terms and Conditions).
NFT Template Terms and Conditions: This is a full template terms and conditions document. It's a basic agreement that was drafted with "standard" pfp NFTs in mind. It focuses on specifying the IP rights that are granted (and those that are held back) by the NFT creator, and limiting the NFT creator's potential liability/risks. This template wasn't drafted to address interactive elements or features that might be added to the basic NFT. It doesn't include, for example, many of the clauses you'd typically see in the legal terms for full-blown web/mobile apps, video games, DAOs, or fungible utility tokens. The goal was to cover just the basic NFT asset and its sale. The template is drafted from the perspective of United States law, and lists New York law as the document's governing law. This template assumes that the NFT project creator wants to retain ownership rights to the underlying NFT IP (e.g., ownership of copyrights in the NFT artwork). NFT project creators that want to totally "give up" the copyrights in their NFT art should check out the CCO 1.0 Universal License.
Protection of Project Materials Clause: This clause gives the NFT creator the ongoing right to protect the NFTs' underlying intellectual property rights. For example, it's intended to allow the NFT creator to bring legal proceedings to protect NFT art from copyright infringement by a third party. This clause relies on the defined terms in the NFT Template Terms and Conditions template, and is meant to be an add-on to that template (i.e., to use this clause, add it into NFT Template Terms and Conditions).