Alright, hello and good afternoon.
Good morning, good evening. Wherever you are in the world.
This is another episode of design future live.
A program of aiga, the professional association for
design. My name is Li Xian zhuang
director of design, content and learning here at aiga.
And if this is your first time tuning into the show, this is
the live show that we Syndicate out and stream to the aiga
design LinkedIn, YouTube. And Facebook pages, you can also
watch this on demand, And so hello of you're watching this
recording at some point in the future and this will also be
available on our podcast wherever you get Podcast at AIG
it design you can search for that on the platform of your
choice. A little bit about the format.
We have a special guests today and I'll introduce her briefly.
But just a brief pause to save that.
We have a code of conduct here at aiga for this and all of our
other live and online events. Basically keep it full of your
curiosity and kindness and keep it free from harassment and
abuse. Used and will be A-Okay.
And I also need to remind you that what we're talking about
today is with a lawyer, a trained professional.
But this is not constituted as any legal or financial advice.
So do consult with your own lawyer and figure that out as we
need to. But this is a great basis, learn
about the broad topics that we have going on today.
So, without further Ado, I will introduce our special guest
today, who is an IP, and digital assets, attorney and advisor to
companies and Brands she works. With NF teas, with the
Multiverse with Dows crypto web 3 and blockchain, it's okay.
If you don't know what all of those terms mean, you might have
heard about them a little bit in the news and what you've been
reading about will cover some of these terms as we go along, so
whatever your level or experience with this.
Hopefully, you'll stick around and listen to our show.
Joanne Holmes is the name of our guest today.
Join homes, Esquire. She goes by Joe, who will also
be doing a workshop next week at the aiga design and business
conference. That's May 4th through 6th
online. Joe will be doing a workshop on
intellectual property and web 3.0.
So we'll go deeper in some of these topics and we'll post a
link to that as well. But in the meantime, let's
welcome Joe and feel free to post your questions.
At any time, I'll be monitoring the chat there.
We'd love to bring in your audience questions as we go
along. Joe.
Welcome to the show. My Sean.
Thank you so much for having me. It's really a pleasure to be
here. I am, I am that digital assets
geek. I love all things web 3 and so
it's so A fun to get to speak to the creative Community.
Sure thing. Yeah it's great to have you and
to be fully honest I'm still learning a lot about what these
terms mean. So hopefully we can Define them
a little bit especially for the folks who are still figuring
this stuff out. But as the first question on
your website Holmes out law.com you say that you help Brands and
creators develop smart web 3 strategy monetize IP and
negotiate successful deals and we can go into some examples of
what that means. What really stuck out to me?
Was that you also highlighted, it doesn't hurt to have some fun
too. It's love to hear about how this
stuff is fun for you. Where do you see the fun?
And all of these emerging Tech Trends and opportunities?
That's a great question. So I've been an intellectual
property attorney managing assets on a global basis and
about 140 countries for decades. And so I come at this, from a
perspective of having had the honor of working with With
Brands and creators and innovators for over 20 years.
And I'm constantly learning. I'm constantly challenged by the
new ways that they think about things and trying to apply the
law to support their goals and objectives.
I get to work with really Trend projects from nft creators,
entrepreneurs, building businesses in web three,
innovators finding that coupling between the digital and the
physical and the He that the law moves, much slower than Tech and
Innovation. But the excitement of this space
for me in many ways is really web 3 to a broader, Global
audience of people who might not have had access to financial
tools, or marketplaces before to Showcase their talent and
really, creating a space where we can be inclusive and diverse
and create new opportunities. So the innovation ideas Is that
I get to talk to creatives around.
It's just it keeps me on my toes and I'm having fun and seeing
the ways that people in web three are upsetting the
Paradigm. And it's it's no single model.
It's very young people to more mature people, and just frankly,
a lot of smart people coming to the space and sharing new ideas.
That's awesome. I love to learn more about some
examples of some of the folks that you've worked with but
maybe we could start with what the existing paradigm.
Is or what the existing dominant Paradigm is.
That's maybe going away or being challenged at least by this nft
staff. So for me when you say the
existing Paradigm here maybe the traditional Gallery system with
Gatekeepers primarily in New York and different festivals
that we hear about like the Venice biennale or Art Basel
Miami. These sort of very specific but
also really narrowly defined places where people go and kind
of make it as artists is to sell their pieces.
And it sounds like with NF teas and some of the stuff going on,
there's more of a decentralisation of who can
access audiences and sell their art is that kind of where you're
talking about in terms of upsetting some of these older
paradigms? Absolutely I mean there are
financial paradigms and there are gatekeeper.
So from a financial perspective here in the United States where
you and I are based, as well as globally, there is a significant
component of people who are unbanked who don't have access
to checking accounts or saving accounts or the stock market
that we hear As Americans typically have access to what
that means, is there have not been ways for them to transfer
Financial value in exchange for their creativity and exchange
for their artwork because cryptocurrency is a platform
that in some ways, remove some of the financial Gatekeepers
that Means that people who have internet access all over the
world can buy cryptocurrency, have their own wallets access
Global marketplaces and be able to display their art and that
creates new opportunities to your point.
Whereas if you have an outstanding talent and you build
a community that Community can become your marketing team and
can't out the value of your talent and can also participate
in the wealth accretion. From seeing your talent at the
earliest stages in the value of your artwork increasing.
I think it might be helpful for those who might not have the
foundation around. What is an mft?
Just take a moment and Shear. Let's do that for sure.
Yeah. Yeah.
So and she is, it's really two things on the, one side, from a
digital perspective, it's a deed of ownership or a certificate of
authenticity that's housed on a blockchain.
And what is a blockchain? It's just open.
Our software and their different blockchains there is the
ethereum blockchain Salona near Avalanche.
They're different blockchains but effectively again they're
open source software and so a non fungible token that token
piece is a representation. Again, a deed of ownership and
authenticity on a blockchain that token can be connected to
digital and physical assets. So in the conversation that
we're having right now, we're talking about taking that token
and a Meaning it to digital art. And so what that does is it
creates a way in using the blockchain technology to
authenticate that this is a real piece of digital art that came
from a specific Creator. What web to did was we kind of
had that right click save where you could go online and you
could immediately have a digital copy and that took away some of
the some of the frankly, the financial value of r. - and so
what web 3 does, is it creates that provenance, you know, if
you were to try to authenticate the Mona Lisa?
For example, there would be professionals in the art world,
who would be able to speak to, this is the chain of title of
this piece of art and authenticate that it is the
actual Mona Lisa. What the blockchain does in web
three is that authentication piece?
It makes it technological. And so those who want to support
an artist or a creator Are able to look through the blockchain
and confirm, that this is an actual piece of authenticated
work that came from that Creator who you want to support and that
gives value back to the Creator and it gives a trust in the
community that they are actually supporting the Creator.
One exciting thing about this is the concept of it to royalties
in web 3 which also allows creators to be able to not only
have value in that first sale, but through maintaining sale
Al's on a Marketplace, be able to have recurring secondary
royalties as well. So it's creating some exciting
new opportunities for artists to be able to have ongoing value in
their work and for communities to participate in the financial
appreciation of an artist's work as well.
Yeah, I'd love to highlight a little bit.
Some of what you were talking about the secondary royalty is
because I think that's one of the issues that happens a lot in
traditional art markets or you could be stood any painter from
From the 20th century often, it's not until later in their
lives. Sometimes after they died that
their artwork sells for significant amounts of money,
right? So maybe they sold their
painting for 1,000 bucks, but then it goes to auction late in
their life or after they've died and it goes for millions of
dollars and the artists and their Estates don't really see
any of that. If it's a secondary sailrite
it's like the person who bought it for a thousand dollars of
selling it for a million dollars.
And so you're saying that with some of these nft he's on these
contracts on the blockchain. It's possible for artists to get
a cut of these like sales down the line.
Absolutely. That's right.
And it's we are still very early in this technology especially
when it comes to in ft's in distribution to communities.
There are a variety of different marketplaces, the marketplaces
have different technological functions within their coding
structure. And so there are different Two
calls that will allow for in fps to have Smart contracts, which
again is just code and that code can embed a secondary royalty to
the original Creator. There are some issues.
If you're based here in the United States with the
Securities and Exchange Commission around royalties
outside of those attributed to the original Creator.
So there are some Concepts around fractionalization of art,
for example. So if you have an expensive
piece of digital art, There is a concept of French colonization
that could allow several owners who participate in ownership of
one piece of digital art, the Securities and Exchange
Commission has said that they're taking a close, look at that.
And they've cued to us that they perceive that to be a security
that would need to be registered, and be appropriately
aligned to the regulatory regime of the SEC, but that sort of
Safe Harbor. If you will still exist within
original creator, If that, in Ft continues to be bought and sold
on marketplaces that recognize those secondary royalties.
And again, that's a question of coding, then there is an
opportunity for those artists, so you continue to receive
royalties on resales. So, when I would say to folks
who are thinking about royalties and secondary sales is take some
time to educate yourself on the market places that are going to
allow for that in sales are happening, peer to peer through
private. Wallets then that secondary
sales Roti is going to drop off. And one of the reasons for that
is think about, you know, if I own an inn ft and I want to gift
it to you and then I may not want to have to add in a
secondary layer of sale or a royalty back to the Creator, or
I could have several digital wallets of my own.
And if I'm transferring it from one of my digital wallets to
another, then it wouldn't necessarily make sense for me to
need to pay a Realty on Transfer of my personal wallets.
So it is, it is still nascent in terms of the technology
development but the opportunities there are very
promising for creators, that's awesome.
Thank you for that short answer that preview.
I wanted to do a quick reset for folks who are just joining us on
the live stream, I am here live with Joanne homes.
Joe is an IP and digital assets attorney and advisor to
companies and Brands and issues like nft as the metaverse Dows
crypto web. Re and blockchain also wanted to
acknowledge some of our audience members and Torah was them
really valuable points. Thank you for spreading
knowledge. On this important subject.
Sarah was saying, very glad to have information on this, many
artists, always short sell themselves, let's change that.
And I think one part of that is working with a lawyer who can
help you navigate this. And we also have Martin who has
our first audience question. Martin wants to know what is the
process for a Creator to add a token to their art and how do
they track usage? Now, that's a very big and
general question. But how can we approach that
now? Yeah, this gets us back into the
guise of the SEC. Unfortunately, right now, from a
regulatory perspective there's a lot of gray space around
tokenization. One of the areas where there's a
natural thinner. G is thinking about, for
example, in FTS building a community and dowels.
So in ft's are sometimes used, For fundraising purposes to sell
a collection. So that a Creator can score a
certain objective with a community.
That might be organized as a Dau.
So let's say you sell and what's popular right now is a 10,000
piece collection of digital art and some component of that goes
into, a dow treasury, to be able to support a charitable
objective or something else that the community believes in wants
to support. So, There was a time frame and
are still relatively young web three ecosystem where there was
a lot of token issuance and that got quite a bit of scrutiny
again from the Securities and Exchange Commission.
What tokens look like. Now that tend to be on the safer
side of things and again this is something that we require a
close evaluation slam a Securities and fundraising
attorney. But what looks like a safer
brand? Is that?
Okay? In that, for example, allows Dow
community members to participate in governance of that data
associated with the Creator's in ft's that gives social benefit.
So for example, you might be able to if you were in nft
holder or a dow token holder, be able to have access to certain
rooms within a Discord or certain Live Events.
There might also be a benefit to, so maybe you get access to
be able to buy products or Services by virtue of being a
Holder when that token starts to have a financial value and
particularly, if the leaders of a dowel or the creator of an mft
start to speak to past or future financial success.
Associated with a project again that starts to get into some
rookies face in terms of whether the SEC is going to have a
focused around that. So again to try to give some
guidance around a token, if the token is focused around
governance social benefit Or access to community benefits
that or products or Services. All of those are closer to the
safer side of things. That is not a blanket statement
that that's always going to give you cover from the SEC because
especially when there starts to be a market for those tokens and
we're still again in that gray area, but in a tease are
definitely used for fundraising purposes.
Associated with dowels and down members can absolutely
participate. Governance of that organization
and certain objectives that we're going ization supporting
an artist might want to achieve, right?
So just to sum up a little bit of what I've heard so far and
nft can act as like a deed of ownership of something, it can
validate the authenticity of that asset that you own, but
you're saying that it can also be like a key or like a badge at
a conference, right? Of like it gives you access to
the VIP space or it like gets you access to the lounge kind of
thing. You've also mentioned Dow's and
I want to make sure everyone's on the same page there, so
downstairs for decentralized, autonomous organization.
And for my understanding it's sort of like a co-op, right?
We're different people have different abilities to make
decisions and vote on things that are both the rules as well
as the code for how this operates online.
Can you tell us more about dowse for folks who are new to this
term? Sure.
So Downs are a great opportunity for groups of people to come
together around. And a given purpose, sometimes
that might be a social dowel or a dowel for a particular purpose
of supporting a Creator, sometimes it might be for
investing purpose. Sometimes it might be for a
grant purpose to try to build out an ecosystem on blockchain,
for example, for charitable purposes for product or service
offering purposes. There are any number of reasons
why I doubted my come together and there's been an evolution in
the down Space. So you know it's hard to say old
school when where a lot of us have been in this web three
states for, you know, just a couple of years, you're an old G
if you've been arrested for two years but one of the things that
I would say is that the earlier concept of a doubt as you spoke
to LaShawn is a decentralized autonomous organization.
So that means there's not a traditional corporate structure
where there's a hierarchy of leadership that it's Smart
contract driven, where you set the code to be able to govern
aspects of the organization, and that's the autonomous piece of
it. So, the decentralized pieces
membership-based, that's not hierarchical.
And that membership could be Global.
The autonomous is smart contract and code driven management of
the organization. So that's the early Other side
of death as the evolution of dows is less decentralized and
less autonomous and more flexible and member-driven.
And so, what does that look like?
That looks like the reality is that typically you need a
nucleus of leaders who are going to drive the mission of an
organization to establish it and to help educate people about the
goals. So, you have a core group of
members who often times now and Dallas are Who are driving it to
try to get it to a point where it can be decentralized and
member managed. It's also not necessarily smart
kind of track driven. There are opportunities for
members to vote and just like in a traditional Corporation, the
reality is people have a lot of things going on.
So you might be a shareholder in apple, but do you really take
the opportunity to vote on those things that are put before the
shareholders of Apple Corporation?
A lot of those shareholders? Don't vote.
And so we're seeing some of those same things in dowels
where what's happening is that pods or guilds are being
separated out. So that people who have subject
matter expertise in a, what would be a department in a
company, have the opportunity to be able to move forward
objectives within a Dau and still vote.
And some of that voting is happening in a web to setting so
that you don't have transaction fees to worry about it.
And some of the more significant components are It on with a
blockchain confirmation. So dowels are very early stage,
rethinking of traditional corporations for any number of
social Financial public, good focused objectives, and there is
very much, a legal overlaid. Our governments are thinking
about taxation, they're thinking about employment law.
There are aspects of around the Judiciary duties, if you're down
in, doesn't have a A company like LLC or corporate rapper or
some sort of non US, based kind of entity representation, then
you fall back to a general partnership, which means all the
data members that the treasury managers, the leadership of the
Dow could have personal liability.
I mean, your house and your car, in your bank account, could be
at risk. So, there are a number of legal
issues, impacting dowse, just like there are legal issues,
largely from a trademark copyright in Perspective that
impact in FTS which is one of the reasons why it's a good idea
to have a relationship with an attorney to help guide you
through some of those things. And for me as an attorney is
really a balancing act between making sure that people have
been information around how the law impacts what they're
developing but not stifling that Innovation.
Yeah that's a great point about working with an attorney for
this at what point should somebody start building that
relationship and reaching out to an?
Me if they're a Creator and the ready to put themselves out
there or they're ready to join. Add our one of these Discord
communities where there are creators involved in, they want
to invest like and either side of that the Creator side or the
investor side. Like, what point should somebody
really think about? Okay before I could do anything
big? Let me talk to a lawyer.
So from an investor side mean be helpful to step back.
Once again, a tentpole understanding of what is web
three I see. As five things.
Do you got pick your currency which is the, the monetary layer
of what causes blockchains to be able to move.
When when someone sells in nft and someone buys an and
achieved, there is a transaction happening there.
Just like, if you go into a store and you buy a loaf of
bread, there's a transaction happening there.
The current me that supports that is, excuse me.
Going to be, you know, ether. So Lori Bitcoin.
It's going to be or Stable planes, which are the
cryptocurrency equivalent of Fiat like a u.s. dollar or Euro.
So there's a real Baseline understanding of cryptocurrency
which to facilitate transactions in web three cryptocurrency is
that monetary unit that we're using.
So that's the first temple is cryptocurrency.
The second is default or decentralized Finance.
Just like you can put up collateral to get a loan or you
can get a CD or have a savings account.
It's going to yield money from it.
We have a whole Eco Financial ecosystem in 13, that is called
D Phi. And so that's the second temple.
A third Temple is in at ease again on fungible tokens and
there's that again, there's that token side, which is a
representation of ownership on the blockchain, that's attached
to a digital or physical aspect. That's number three.
Number four is Dows, which we started talking about when
there's a real Synergy between in activities and do.
Owls, and the reason being because in ft's, especially if
you have a collection really ends up being building out of a
community. And the way that communities are
represented in web three is through dowels.
And then the fifth and final tent full is the members, which
is, oh, gosh, lots of people Define this, you different ways,
but the metaverse in many ways is right now, A meshing of web
to and web, three from a web to perspective.
It might look like Roblox or Minecraft where you're building.
The digital world and web three might look like decentraland
where the sandbox or axi infinity or any number of gaming
opportunities where you are using the blockchain to be able
to build that Virtual Worlds and realities within FTS as assets
within those. So, a key way that you would
distinguish web three gaming and the metaverse for example is
that those skins and in-game assets that you might have in Of
Warcraft or other other web to gaming, where if you walk away
from the game and you effectively walk away from the
aspect that you built up in web 3, those assets can be
interoperable. We're moving towards this, as an
opportunity, to break those assets to go, from one game to
another and for you to be able to sell those assets and, and
maintain that value in a way that you couldn't in web to
gaming. And so, those are the five tent
poles if you will, from my perspective, Of web, 30.
And when we think about the ways that creators can participate in
this space, I mean the opportunities are really endless
in terms of gaming, in terms of helping Brands, think through
how they can have a meaningful presence in this space in terms
of creating assets that you can maintain some again, going back
to the Realty, some facet of ownership around.
So I just want to step back and give that perspective and I will
ask you to remind me of what your question was when you saw
because I got ya if you want to get into the nft space at what
point should you consider working with the lathe?
Yeah okay so for in ft's it's really helpful I think to
consider what you want to offer in terms of your talent and in
terms of your community, So there's a concept of roadmapping
and white paper, we're at the very earliest stages you're
thinking through, what will the Journey of the experience for my
community look like so that might look like you as a Creator
putting out. One of one works where it's not
a collection. They are bespoke discrete units
of your work, right? And that's perfectly fine.
And within the guise of your right, as an artist, you might
instead say, I want to have A collection.
And so, if you want to have a collection, then the question
becomes, what do you want the relationship to your community
of those collectors to look like if we use some of the popular
examples of Boss, babes, or world of women or women, rise,
right. Those are 10,000 piece
collections. Were you really building out a
community? And what that Community is going
to come to expect is, what does our intellectual property and
commercialization, right? Look like So each of those that
I need world of women, boss, faves, women rise, those are
Brands. Just like Disney is a brand.
Just like born a piak club or crypto Punk's have come to be
acknowledged as very meaningful Brands.
So you want to think about working with an attorney to be
mindful of whether your brand might be stepping on someone
else's toes, that's called trademark clearance.
And then affirmatively thinking about how do you get protection
with? Let's say, for example, Will the
u.s. trademark office for your brand name, so that you can lock
up the ownership rates in that asset, right?
And the brand is one piece of Ip that you might want to retain
ownership around. The second piece is copyright.
And so in the United States to register a copyright for a
creative work cost, less than $100.
And what that gives you as a Creator is the right to be able
to sue for infringement, get reimbursement of your attorneys
fees. If someone has a Just your work
and then you also want to thank from a contract perspective.
What set of rights do I want to get?
So what's really exciting and fun to me as in an electoral
property? Attorney who helps my clients
monetize, their assets, including their digital assets
has historically, we had the Disney Model, A centralized
ownership and control everything was locked up and manage and you
really putting yourself in Jeopardy, even to create fan art
without their permission. We really thought Spectrum.
Now from the Disney model to the crypto kitties example, that
came into notoriety in the 2017 2018 range where Dapper Labs
really started a new more generous perspective where you
could take the crypto Kitty, you bought and go put it on
merchandise and sell that up to a hundred thousand dollars and
you didn't know Dapper Labs, anything for you, taking your
nft and commercializing it, then we move further down the
Spectrum to sort of the And world of women or board ape
Yacht Club example where there's an even broader right to
commercialize. If you're in Ft owner where
there's no commercial chat on it, right?
And then you've got the farthest end of the spectrum with a
project like nouns where it's Creative, Commons 0.
And those who purchase that, they're not subject to a license
that could be revoked. They are free to go out and do
whatever they like to do with that.
That keep in mind, we've got three types of long.
We've got the trademark for the brand name again, like Gordon
Yacht Club. We've got the copyright in the
presentation of the creative work, and then we've got the
contractor license that tells the buyers what they can do with
what they got. And then the absence of that
license you as an mft buyer, only have the right to privately
display that artwork basically in your home and to resell it.
So to answer your question around, when does it Extends to
get an attorney involved. It's when you're thinking about
what rights do you want to retain as a Creator?
And what rights do you want to share?
And what kind of community of you are going trying to build
because again that Community can be your marketing team.
But they tend to want to have an ownership stake in that work and
finding that balance is worth speaking to an attorney.
Thank you so much sudden. Now we're at the time for our
final question to let the audience know again, Joe is
doing a workshop next week. On intellectual property and web
and web 3.0 at the aiga design and business conference.
That's met four through six that's online.
And will be recorded as well as though it's Wednesday through
Friday next week. And that's a longer say it's
like to and it's like two hours or three almost 3 hours.
So we can go much further in depth for that but maybe just as
the final question. Can you tease a little bit of
some of the things that we'll talk about?
And then just also let folks know where they can find you
online and we'll take it out from there?
So, What we're going to talk about and focus on next week, is
really going to be an activities for the creative Community.
I have advised clients literally from the startup stage all the
way through multi-billion dollar organizations.
And so I really want to First help people understand how to
protect themselves from a legal perspective go in depth around.
What is in nft, how would you go about renting, one of the types
of legal issues that are going to impact?
Fact that and we will talk a little bit, although the focus
will not be around dowels with the metaverse.
But what I love to do is have collaborative conversations.
And so for anyone who joins us next week, I would invite me
when I encourage you to come with your questions, come with
your real world examples. I won't be able to give legal
advice, but I will be able to help you think through the ways
that I imagine these issues, the ways that I anticipate, the law
will impact projects, and I'd love to have real time.
Interaction. So I encourage anyone who has an
interest in this space to come with your questions, and let's
work it through next week. Awesome, thank you so much.
I'm looking forward to it. I'll be there hosting
co-hosting, it as well with Joe to facilitate your questions
next week. So looking forward to seeing
Folks at the aiga design and business conference.
And that was it for today. Thanks for tuning in life.
Oh yeah, yes, no, no worries. Sorry, I just kept going.
Where can folks find you online? It's actually got here on
LinkedIn. Is a great Great place to
connect. I'm active on LinkedIn left,
active, but somewhat so on Twitter, homes, that law is my
handle there, and the website is homes H 0l in the S ATL.
Aw, so please connect with me, I love to talk to folks about
projects and I'm happy to make connections.
Awesome homes out Lon Joanne homes.
Thank you so much again. And looking forward to next
week. See you later.