BridgingTheGap Impact NFT Gallery

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BridgingTheGap Impact NFT Gallery

Creator NFT Submission Agreement

This Creator NFT Submission Agreement (this “Agreement”) between Lovell Corporation, an Ontario Corporation carrying in business as BridgingTheGap Ventures,  (“BTG ”, or “we”, “our” and “us”), and ________________ (“Creator” or “you”, and together with BTG, the “Parties” and each a “Party”) is entered into on ___________, 2021 (the “Effective Date”).

  1. Exclusive Services. BTG through the BridgingTheGap Impact NFT Gallery described in Schedule “A” attached hereto will create and monetize a non-fungible token (“NFT”) of the Composition as defined herein and offer the NFT for sale (collectively, the “Services”). 
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  3. Grants. You hereby grant to us and the Buyer of the NFT all applicable intellectual property rights in all of your intellectual property pertaining to the composition described as any artwork you upload/submit to the BridgingTheGap Impact NFT Gallery (the, “Composition”) in order for us to offer for sale the NFT in any part of the world , and to authorize others to offer for sale  , the NFT . Subject to your receipt of th fees as set out in Section 3 below, we own all intellectual property rights in the Composition and the NFT.You will not claim any ownership rights in or any rights arising from the Composition or the NFT. 
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  5. Fees and Taxes. In exchange for the grants and covenants set out in Section 2 above you will receive a payment of 10% of the gross NFT sales of your Composition received by BTG net of sales taxes up to a maximum of USD $1,000.00 (the “Fee”). You will be responsible for your own tax liability as a result of receipt of the payment of the Fee. Any tax obligations in respect of the sale of the NFT are BTG’s obligations. You will be responsible for your own tax liability as a result of receipt of the payment of the Fee. 
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  7. Confidentiality. We will each safeguard information of the other Party that is confidential or should, in the ordinary course, be considered to be sensitive. Each Party may only share such information with their respective employees and representatives, subject to such persons promising to keep such information confidential. If you become legally compelled or required by any governmental authority having appropriate jurisdiction to disclose any information which should reasonably be considered confidential by us, you will, if permitted under law, promptly provide us notice so that we may seek a protective order or other appropriate remedy.
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  9. Representations, Warranties and Covenants. You represent and warrant that: (i) you are authorized to, in case you are representing a corporation, enter into this Agreement; (ii) you can enter into this Agreement without breaching any other agreement, including an existing agreement (including an employment agreement or collaboration agreement with another party) to which you are a party or a former agreement which continues to apply; (iii) you will not breach any laws, commit any willful misconduct or torts, including breaching any third party’s intellectual property rights in any part of the NFT creation or use; and (iv) the Composition is unencumbered and an original copyright work of yourself as the sole creator of the Composition.    
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  11. Limited Warranty and Disclaimer. Apart from creation of the NFT, we do not warrant any particular outcome for monetization of the NFT. Our Services are provided “as is” and may not achieve the results you are seeking. We shall not be liable to you for anything other than gross negligence, willful misconduct or fraud. We are not liable for any outcomes arising from or in relation to the NFT, its use, sale or any commercial agreement in respect of such NFT with other parties.  
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  13. Liability. Each party will indemnify, defend and hold us harmless the other for all liabilities which arise as a result of that party’s breach of the terms and provisions of this Agreement.  
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  15. Governing Law and Dispute Resolution. This Agreement shall be governed by, and construed solely in accordance with the laws of the Province of Ontario and the federal laws of Canada therein. Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with this Agreement shall be finally and conclusively resolved by arbitration under the Arbitration Act, 1991, S.O. 1991, c. 17.
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  17. Notice. Any notice to you shall be given to the most current email address associated with your name. Any notice to BTG must be sent to: [email protected]
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  19. Miscellaneous. No Waiver of Covenants. Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in this Agreement or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of this Agreement. No amendment of this Agreement will be valid without written approval by both parties. Severability. If any portion or provision of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Assignment. You will not assign, in whole or in part, any of your rights or obligations under this Agreement without our consent. Further Assurances. You agree to execute and deliver all such further documents and instruments and do all acts and things as we may reasonably require of you in relation to the Services. Relationship between the Parties. There is no joint venture, partnership, employment or agency relationship created between you anD BTG as a result of this Agreement. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.