INTELLECTUAL PROPERTY RIGHTS:

Each creator or artist that mints content using the Site and/or Zora Protocol reserves all intellectual property rights in and to such content, unless specifically granted.

You warrant and represent that you have the right to enter into and to fully perform this Agreement and to grant the rights granted to Holly+ & Zora hereunder free of any claims. You further warrant and represent that any materials used or incorporated in the work uploaded to Holly+ (including but not limited to any so-called “samples”) will not infringe upon the rights of any third party, and you will obtain all necessary licenses, approvals, consents and permissions (including, without limitation, for any samples), prior to delivery of each applicable Work. You further undertake to be fully responsible and liable for any claim by a third party in connection with any uncleared use of samples contained in any submitted Work. Upon notification from any third party of an uncleared use, you will timely obtain the necessary permissions and be fully responsible for any payments made or to be made and/or for any liability incurred in connection therewith. You will arrange for and obtain any necessary approvals from any company which may be entitled to your recording services.

Holly+ warrants and represents that Holly+ has the right to enter into and to fully perform this Agreement and to grant the rights granted to Holly+ hereunder free of any claims.

Each party will indemnify and hold the other party and its assigns harmless from any and all liabilities, claims, demands, losses, expenses, and damages (including reasonable attorneys’ fees) in connection with any breach or alleged breach of this Agreement, including all claims by third parties which are inconsistent with any of the warranties, representations, or agreements made in this Agreement. You agree to reimburse Holly+ on demand for any payment made with respect to any liability or claim to which the foregoing indemnity applies.

SUBMISSIONS

Works created with Holly+ and submitted via this auction site will be processed via Zora’s auction model and go through a selective Holly+ DAO approval process. Works submitted by You are subject to the Intellectual Property Rights discussed above.

Should the DAO approve the work, an NFT will be minted via Zora, with 50% of the initial sale shared with You, the creator of the new work. 40% of profits will be distributed amongst Holly+ DAO members, and 10% will go to Holly Herndon directly.

On additional sales via the secondary market, 10% of the sale price goes back to the original creator, You.

1. Limitation of Liability; Disclaimers Acknowledgement of Risk

• The Parties agree that, except with respect to indemnity claims under the terms of this Agreement for amounts payable to third parties, in no event will either party be liable under any circumstances for special, indirect, punitive, incidental, exemplary or consequential damages or losses resulting from or arising out of the Works or this Agreement. In no event shall Holly+’s liability for any claim with respect to a Work exceed the lesser of (i) the listed sale price for such Work and (ii) the Primary Sales Price for such Work paid by the applicable Buyer.
• The Consignor hereby acknowledges and agrees that the Consignee shall have no liability to the Consignor (i) arising out of the Consignee’s failure to sell the Works to one or more Buyers during the Consignment Period, and/or (ii) arising out of any action or omission of any Buyer or Zora, including, without limitation, any default by a Buyer in paying for the Works in full or any default by Zora in transferring the same, less commissions and costs, to the Consignee.
• Both Parties understand, acknowledge, and assume the risk of changes, fluctuations, or uncertainties in the value, price, or accessibility of Ether (ETH), or any other digital asset during the course of this Agreement that may be caused by, for example, volatile market conditions, technical issues, network congestion or other difficulties with one or more blockchain networks, side chains, or blockchain nodes. Each Party hereby disclaims and relieves the other Party of any liability for any and all losses, total losses, damages, or opportunity costs incurred by the other Party relating to or caused by any such market or technical changes, errors, or other difficulties (but, for the avoidance of doubt, not for the negligence, bad faith or breach of this Agreement by such other Party). Both Parties understand, acknowledge, and assume the risk of changes, fluctuations, or uncertainties in the cost, value, or availability of Gas or any other type of fee required to initiate transactions on any blockchain network. No Party has any obligation or duty to attempt to the optimize Gas parameters, the timing, or cost of any transaction.

2. Consignor Representations and Warranties

a. With respect to each Work, the Consignor hereby represents and warrants to the Consignee, as of the date hereof, as of the Transfer Date and as of the date on which title to each such Work is transferred to a Buyer, that:

1. The Consignor has the right to enter into and fully perform its obligations under this Agreement and to grant the rights granted to the Consignee hereunder, including the ability to sell the Work. The Consignor has not entered into any agreement, either written or oral, that conflicts with its obligations under this Agreement.
2. The Consignor is the sole and absolute owner of the Work, and has the authority to sell and transfer good and marketable title to the Work. Such Work is and will, as of each such date, be free and clear of any and all liens, claims, security interests or other encumbrances held by any person other than the copyrights, reproduction rights and other intellectual property and/or moral rights retained by law or contract by the Consignor (“Claims”). The Work does not infringe upon any copyrights of any third party and are original, authentic, and non-infringing creations of the Consignor.
3. The Consignor does not have any knowledge of any threatened or pending Claims or any threatened or pending demands, investigations, inquiries, lawsuits (whether at law or in equity), arbitrations, other proceedings, judgments, decrees, orders or awards relating to or involving title to or any ownership interest in the Work, and the Consignor does not have any knowledge of any facts or circumstances likely to give rise to any Claims or any such demands, investigations, inquiries, lawsuits, arbitrations, other proceedings, judgments, decrees, orders or awards, or of any matter that could adversely affect the Work itself, the transactions contemplated hereby or the ability of the Consignor to enter into this Agreement or perform his, her or its obligations hereunder.
4. The Work is authentic, that is, the Work was created solely by the Consignor. The Work is one of a kind (i.e., not part of an edition). The Consignor has provided the Consignee with, or notified the Consignee in writing about, all information concerning the attribution, authenticity, description, condition, provenance and exhibition of the Work in his, her or its possession or control or of which he, she or it is or aware, including, without limitation, all information that may affect the sale or value of the Work.
5. The Work has not been used to violate the banking, anti-money laundering or currency transfer laws or regulations of the United States or any other country, or for any unlawful purpose, and the Work does not constitute, and is not connected with, the proceeds of criminal or illegal activity.

b. The Consignor hereby authorizes the Consignee to make the representations and warranties contained herein to the Buyer on the Consignor’s behalf. The benefits of the representations and warranties contained in this Agreement shall survive the completion of the transactions contemplated hereby and inure to the benefit of the Consignee and the Buyer.

c. The Consignor hereby agrees to notify the Consignee in writing immediately upon becoming aware, or upon having reason to suspect, that any of the representations and warranties in this Section have been breached or are or may become false.