GonnaHappen NFT Art Gallery

 

****Notice – Read Below Copyright and Licensing Agreement Prior to Purchase****

LINK TO COLLECTION –

 

COPYRIGHT LICENSING AGREEMENT FOR GONNAHAPPEN NFT COLLECTION

 

This Copyright Licensing Agreement (“Agreement”) is made and entered into as of the date of minting or purchase of the associated NFT by and between Aaron G. Beebe, d/b/a Gonnahappen (“Licensor”), a sole proprietorship based in Nevada, USA, and any subsequent buyer, holder, or owner of an NFT from the Gonnahappen Collection (“Licensee”). Licensor is the sole and exclusive owner of all intellectual property rights associated with the NFT artwork, including copyrights, trademarks, and commercial usage rights. Licensee, by purchasing, holding, or transferring an NFT from the Gonnahappen Collection, acknowledges and agrees to be bound by the terms of this Agreement, which is incorporated by reference into the metadata and smart contract of the NFT. This Agreement is intended to clearly define the rights granted to the NFT owner, the limitations on those rights, and the protections in place to preserve the creator’s intellectual property.

 

NFTs (non-fungible tokens) are unique digital assets that exist on the blockchain and can be owned, transferred, or sold. However, the purchase of an NFT does not automatically grant the buyer copyright ownership of the underlying artwork, nor does it allow them to engage in unrestricted commercial use. Many NFT marketplaces, including OpenSea, Magic Eden, Coinbase and any other NFT Market Place, facilitate the sale and transfer of NFTs but do not regulate or enforce intellectual property rights unless they are explicitly stated in an associated licensing agreement. Without a licensing agreement, there is a legal risk that buyers may assume they have broader rights than they actually do, leading to unauthorized use, reproduction, or exploitation of the creator’s work. This Agreement ensures that the artistic integrity and commercial value of the Gonnahappen Collection remain protected, while still allowing NFT owners the ability to display, transfer, and resell their tokens in a controlled manner.

 

OWNERSHIP AND COPYRIGHT RETENTION Licensor retains full and exclusive ownership of the artwork, trademarks, clothing or products and all associated intellectual property rights, even after the sale or transfer of an NFT. The NFT itself represents proof of ownership of the digital asset but does not transfer any copyright or trademark rights to the Licensee. The buyer does not have the right to claim authorship, modify, reproduce, or commercially exploit the artwork in any manner beyond what is explicitly permitted in this Agreement. Any attempt to assert ownership over the artwork, outside of the limited rights granted herein, shall constitute copyright infringement and may result in legal enforcement actions. Licensor reserves all rights to create, distribute, and sell additional NFTs, merchandise, or derivative works based on the Gonnahappen Collection, without restriction or obligation to any NFT owner. It can only be used for personal use ONLY unless licensed.

 

In the case of unauthorized commercial use, Licensor has the right to issue takedown requests, cease-and-desist letters, and pursue legal action against any party who attempts to profit from the artwork without express written consent. The NFT purchase does not grant Licensee the right to create derivative works, including modifications, adaptations, or repurposing of the original artwork. Similarly, ownership of the NFT does not entitle the holder to register the artwork, trademarks, or any associated branding for their own commercial purposes. This Agreement is enforceable under U.S. copyright and intellectual property laws, as well as applicable international copyright treaties.

 

PERMITTED USES AND DISPLAY RIGHTS Licensee is granted a limited, non-exclusive, non-transferable, revocable license to display and use the NFT artwork for personal, non-commercial purposes only. This includes using the NFT as a profile picture, in online galleries, clothing, or online clothing or within personal virtual spaces, provided that such use does not involve monetary gain or misrepresentation of authorship. NFT holders may also resell the NFT on secondary marketplaces, including OpenSea, Coinbase, Magic Eden any other NFT Market Place, or other platforms that support smart contract functionality, provided that all subsequent transactions remain subject to this Agreement. The license granted herein is only valid for the duration of ownership; once the NFT is transferred or sold, the prior owner loses all rights to display or use the artwork. Licensee is not permitted to license, sub-license, or distribute the artwork to third parties, including other digital platforms, brands, or merchandise companies. The NFT may not be used in any manner that could be construed as endorsement, sponsorship, or affiliation with other products, services, or organizations. Any attempt to falsely associate the artwork with a separate business, brand, or corporate entity will be considered a violation of this Agreement. Additionally, the NFT cannot be embedded within third-party blockchain projects, AI-generated content, or virtual metaverse applications without Licensor’s written consent. The intent of these restrictions is to preserve the integrity of the original artwork and maintain control over its distribution.

 

COMMERCIAL RESTRICTIONS AND LIMITATIONS Licensee may not use the NFT artwork for commercial purposes, including the sale of physical or digital merchandise, promotional branding, or advertising campaigns. This restriction extends to, but is not limited to, clothing, accessories, posters, home decor, and any other commercial goods featuring the licensed artwork. The NFT also cannot be used in branding, logos, trademarks, or marketing materials for any third-party business, product, or service. Any commercial activity related to the artwork requires a separate licensing agreement, which may be negotiated directly with the Licensor. Unauthorized commercial exploitation of the artwork may result in legal action, damages, and potential revocation of NFT rights. It can only be used for personal use ONLY unless licensed

 

For buyers interested in expanding their use of the artwork beyond personal display rights, Licensor may offer custom licensing arrangements. These agreements would establish terms for commercial usage, including royalty structures, exclusivity, and distribution rights. Any NFT holder who wishes to negotiate a separate commercial agreement must contact Licensor and receive formal written approval before proceeding with any monetization efforts. Unauthorized commercialization will be treated as a material breach of this Agreement, subject to immediate enforcement.

 

ROYALTIES AND SECONDARY SALES To ensure that Licensor continues to benefit from the success of the Gonnahappen Collection, a 10% royalty fee shall apply to all secondary market sales of the NFT. This means that whenever the NFT is resold, a portion of the sale proceeds will automatically be distributed to the Licensor via smart contract enforcement. The royalty structure is embedded within the blockchain transaction process, ensuring transparency and compliance with the original licensing terms. This feature provides long-term sustainability for the artist and helps fund future creative projects. Any attempt to circumvent or bypass royalty payments, including off-chain transactions or private sales, constitutes a violation of this Agreement. NFT holders are expected to conduct all resales through approved blockchain marketplaces where royalties can be properly enforced. The smart contract will monitor and execute royalty payments without requiring additional action from the Licensee. Failure to adhere to these terms may result in legal enforcement, removal of the NFT from approved platforms, and possible revocation of licensing rights.

 

LEGAL ENFORCEMENT AND GOVERNING LAW This Agreement shall be governed and interpreted in accordance with the laws of the State of Nevada, USA, without regard to conflict-of-law principles. In the event of any dispute arising from this Agreement, both parties agree to resolve conflicts through arbitration or mediation before pursuing litigation. Licensor retains the right to enforce this Agreement through DMCA takedown notices, cease-and-desist orders, and legal actions as necessary. Any violations of these terms may result in injunctive relief, monetary damages, and termination of the NFT license.

 

By purchasing or holding an NFT from the Gonnahappen Collection, Licensee acknowledges and agrees to all terms outlined in this Agreement. This Agreement is automatically incorporated into the NFT’s metadata and smart contract, ensuring that it remains binding across all transactions. Any changes or modifications to this Agreement must be made in writing and authorized by the Licensor. Licensee is encouraged to review all terms before purchase and consult with legal counsel if necessary. Licensor: Aaron G. Beebe d/b/a Gonnahappen

 

Effective Date: Automatically applies upon NFT minting or purchase.

 

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All content, materials, and intellectual property provided by GonnaHappen™—including but not limited to text, graphics, logos, images, audio clips, video clips, digital downloads, and data compilations—are the exclusive property of GonnaHappen™ and are protected by international copyright laws. Unauthorized reproduction, distribution, modification, public display, or transmission of any content or materials without the prior express written permission of GonnaHappen™ is strictly prohibited. For inquiries regarding permissions or licensing, please contact [[email protected]].