Last Updated 06/19/2023
By purchasing, acquiring, or otherwise receiving an NFT that originated from The Nifty ("Nifty NFT"), you agree to these NFT Terms. These NFT Terms, along with The Nifty User Terms of Service, made available at [this page] and incorporated herein by reference, are collectively referred to as the "Agreement."
OWNERSHIP OF NIFTY NFTS AND ARTWORK.
Each Nifty NFT is a limited-edition digital asset that embodies or includes certain artwork owned or created by The Nifty (the "Artwork"). You acknowledge and agree that Nifty Metaverse, Inc. ("The Nifty") owns all legal right, title and interest in and to the Artwork, and all intellectual property rights therein unless otherwise explicitly stated. Nifty NFTs may also incorporate one or more elements of The Nifty's trademarks and branding (the "Brand"). Each Nifty NFT is a non-fungible token hosted on a third-party blockchain, ownership of which can be transferred through gift, purchase, or sale. The Artwork is neither stored nor embedded in the Nifty NFT, but is accessible through the Nifty NFT. ALTHOUGH THE NIFTY NFT ITSELF IS OWNED BY ITS THEN-CURRENT OWNER, THE ARTWORK EMBODIED THEREBY AND ANY BRAND INCORPORATED THEREIN OR USED THEREWITH IS LICENSED, PURSUANT TO THESE NFT TERMS, AND NOT TRANSFERRED OR SOLD, TO SUCH OWNER. "OWN" MEANS, WITH RESPECT TO A NIFTY NFT, A NIFTY NFT THAT YOU HAVE RIGHTFULLY AND LAWFULLY PURCHASED OR ACQUIRED FROM A LEGITIMATE SOURCE, WHERE PROOF OF SUCH PURCHASE OR ACQUISITION IS RECORDED ON THE RELEVANT BLOCKCHAIN. The rights that you have in and to the Artwork are limited to those expressly stated in the paragraph immediately below. The Nifty and its licensors reserve all rights in and to the Artwork and Brand not expressly granted to you herein.
Subject to your lawful purchase or acquisition of a Nifty NFT and your continued compliance with this Agreement, The Nifty grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, (a) to display the Artwork and any Brand embodied by your Nifty NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (e.g., display in a virtual gallery, on a mobile device, as an avatar, or in your home); (ii) through or as a part of a marketplace that permits the purchase and sale of your Nifty NFTs in connection with such potential purchase or sale, provided that the marketplace cryptographically verifies rights to ensure that only the actual owner can offer a Nifty NFT for sale; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Nifty NFTs, provided that the website/application cryptographically verifies rights to ensure that only the actual owner can display the Nifty NFT; and (b) to access certain limited features or exercise certain privileges on or through The Nifty website and/or mobile application(s) (collectively, the "Nifty Digital Properties"), in each case in accordance with the functionalities of such Nifty Digital Properties and as may be modified by The Nifty from time to time in The Nifty's sole discretion. The Nifty provides the Nifty NFT, licenses the Artwork and Brand to the owner of the Nifty NFT, and provides the Nifty Digital Properties on an "AS IS" basis, and expressly disclaims any warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. The license to display the Artwork and any Brand embodied by the Nifty NFT is automatically and always transferred with the NFT as provided below. Otherwise the license to display the Artwork and any Brand embodied by the Nifty NFT is non-transferable.
You acknowledge that the license granted to you in this Agreement applies only to the extent that you lawfully purchased or acquired the Nifty NFT and, with respect to a Nifty NFT that you purchase, that you continue to own such Nifty NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Nifty NFT for any reason, the license granted in this Agreement to you will immediately expire with respect to such Nifty NFT without the requirement of notice, and you will have no further rights in or to the Artwork or Brand embodied by such Nifty NFT. The license granted in this Agreement will also automatically terminate, with all rights returning to The Nifty, if: (x) you breach this Agreement, which shall include, transferring or acquiring the Nifty NFT in a way not specifically permitted hereunder or (y) you engage in any unlawful business practice related to the Nifty NFT. In the event that you did not lawfully purchase or acquire the Nifty NFT or upon any termination of the license granted in this Agreement, The Nifty may disable your access to the Artwork and/or Brand and/or deny you access to any further benefits, services or goods associated with the Nifty NFT.
You agree that you will not, nor will you permit any third party to, do or attempt to do any of the following without The Nifty's express prior written consent in each case: (i) modify, distort or perform any other change to the Artwork or Brand embodied by your Nifty NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Artwork or Brand embodied by your Nifty NFTs as a brand or trademark or to advertise, market, or sell any product or service (other than an authorized offering of the Nifty NFT itself); (iii) use the Artwork or Brand embodied by your Nifty NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Artwork or Brand embodied by your Nifty NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Artwork or Brand embodied by your Nifty NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork or Brand embodied by your Nifty NFTs; (vii) use the Artwork or Brand embodied by your Nifty NFTs in connection with defamatory or dishonest statements about The Nifty and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of The Nifty or represent or imply that your exercise of the licenses granted hereunder is endorsed by The Nifty and/or its affiliated companies; or (viii) otherwise utilize the Artwork Brand embodied by your Nifty NFTs for your or any third party's commercial benefit (other than an authorized offering of the Nifty NFT itself). These restrictions will survive the expiration or termination of licenses granted hereunder.
Without limiting the foregoing, the license granted by this Agreement does not include: (i) the right to use the Artwork or Brand in connection with additional NFTs; or (ii) the right to create derivative works of the Artwork. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any Artwork, Brand, or any other representation, name or mark that may be confusingly similar to any of The Nifty's intellectual property.
TRANSFERRING YOUR NIFTY NFT.
You may transfer any Nifty NFT that you lawfully own to a third party, subject to this Agreement. After any such transfer, your licenses to the Artwork and Brand will immediately terminate. Your licenses will also immediately terminate if you breach this Agreement. If you transfer any Nifty NFT, you must make the transferee aware of, and you must cause any such transferee to agree in writing to comply with and be bound by, this Agreement.
You acknowledge and agree that any transfer of this Nifty NFT, by you or by the then-current owner, may be subject to certain commissions and/or other fees. Commissions and/or amounts owed to The Nifty and/or any creators, licensors, platforms or other third parties, from primary or secondary sales of any NFTs initially sold via The Nifty will be encoded in the relevant smart contract and/or displayed at the point of sale for the applicable NFT, and in any event may be subject to the then-current terms of any secondary sales platform on which the NFT is offered.