Definitions:
“Art” means any art, design, and drawings that may be associated with an NFT that you Own.
"NFT" means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.
“Purchased NFT” means an NFT that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Ownership
You acknowledge and agree that cryptoclon (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in this License. cryptoclon reserves all rights in and to the Art not expressly granted to you in this License.
License
a) General Use
Subject to your continued compliance with the terms of this License, cryptoclon grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFTs, along with any Extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
b) Commercial Use
Subject to your continued compliance with the terms of this License, cryptoclon grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your Purchased NFTs for the purpose of commercializing your own merchandise that includes, contains, or consists of the Art for your Purchased NFTs (“Commercial Use”), provided that such Commercial Use does not result in you earning more than Five Hundred Thousand Dollars ($500,000) in gross revenue each year. For the sake of clarity, nothing in this Section 3.b will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application; or (iii) earning revenue from any of the foregoing, even where such revenue is in excess of $500,000 per year.
Restrictions
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without cryptoclon’s express prior written consent in each case: (i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased 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; (iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 3(b) above or 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 Art for your Purchased NFTs, except as expressly permitted in Section 3(b) above; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that the Commercial Use license in Section 3(b) above will not apply; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, cryptoclon may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that cryptoclon informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restriction in Section 4 will survive the expiration or termination of this License.
Terms of License
The license granted in Section 3 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. If you exceed the $500,000 limitation on annual gross revenue set forth in Section 3.b above, you will be in breach of this License, and must send an email to cryptoclon at info@cryptoclon.com within fifteen (15) days, with the phrase “NFT License - Commercial Use” in the subject line, requesting a discussion with cryptoclon regarding entering into a broader license agreement or obtaining an exemption (which may be granted or withheld in cryptoclon’s sole and absolute discretion). If you exceed the scope of the license grant in Section 3.b without entering into a broader license agreement with or obtaining an exemption from cryptoclon, you acknowledge and agree that: (i) you are in breach of this License; (ii) in addition to any remedies that may be available to cryptoclon at law or in equity, the cryptoclon may immediately terminate this License, without the requirement of notice; and (iii) you will be responsible to reimburse cryptoclon for any costs and expenses incurred by cryptoclon during the course of enforcing the terms of this License against you.
If the first owner sells one of this NFTs and does not redeem the physical, then the physical can be redeemed by the next owner of the NFT. To make sure you can redeem the physical goods before you buy an NFT, you can check if a physical good has already been redeemed at: https://cryptoclon.com/Redeemed-Physical.
cryptoclon commits to publish a minimum of 77 originals and/or clones (MPNAs) until 2022/01/06 on OpenSea so that "The Gift" and "Mint the Game" can be redeemed once these published originals and clones have been sold over OpenSea.
cryptoclon is only obliged to publish further originals/clones so that at least 77 originals/clones are published on OpenSea and "The Gift" and "Mint the Game" can be redeemed if at least one (1x) MPNA (original/clone) has been sold. As long as at least one (1x) MPNA has not been sold, cryproclon is free to stop or adjust the offer and all related services at any time.
The physical assets "The Gift" and "Mint the Game" can only be redeemed once these 77 originals and clones of cryptoclon have been successfully sold on OpenSea. The mere publication of the 77 originals and clones does not entitle to redeem the physical assets of "The Gift" and and "Mint the Game".
The market and its demand decide when "The Gift" and "Mint the Game" can be redeemed and "Mint the Game" will be started. Once the 77 cryptoclon NFT's (originals and clones) have been sold, cryptoclon will inform about the "The Gift" and "Mint the Game" on their website.
Only the first owner of an cryptoclon original or a clone is entitled to get the associated NFT(s) hereinafter referred to as "The Gift" NFT or "Mint the Game" NFTs. The first owner receives these NFTs transfered when he buys a original or a clone.
cryptoclon transfers these associated "The Physical", "The Gift" and "Mint the Game" NFTs to the wallet address of the NFT owner of the original or clone within 24-48 hours after a successful sale. The owner will receive these associated NFTs from cryptoclon free of charge via OpenSea's transfer function.
The gift has a physical material net value of 7% of the starting bid value of the purchased NFT in ETH at the USD exchange value of the purchase date of the NFT. The "starting bid" is stated in the NFT and on our website and is not the final price paid for the NFT. Each physical "The Gift" can only be redeemed once. The physical material net value is specified in the description field of the corresponding "The Gift" NFT in ETH. A "The Gift" exists only once from an original or a clone.
Only original and clone NFTs count towards the 77 NFTs units and not "The Physical", "The Gift" or "Mint the Game" NFTs. An original and a clone will always be counted as 1 unit each of the 77 units that must be released and sold. "The Physical", "The Gift" and "Mint the Game" NFTs are not counted and are not part of the 77 units that must be released and sold.
Once the 77 cryptoclon NFT's (originals and/or clones) have been published and sold through OpenSea, existing and future first-time buyer of a cryptoclon MPNA can redeem and will receive the "Mint the Game" in physical form. Each owner who owns a "Mint the Game" NFT of a original or clone NFT is entitled once to redeem the "Mint the Game" as physical.
Once the 77 cryptoclon NFT's (originals and clones) have been sold, we will inform about the "Mint the Game" and how it works on this page. Every existing and future owner of a cryptoclon MPNA will find a code in the unlockable content of the NFT to redeem the "Mint the Game" in physical form. The "Mint the Game" can then be played for real between the first 539 (77 * 7 = 539) existing and following cryptoclon MPNA owners.
This unique game is designed for durability. Depending on the version, the production cost for the physical game ranges from 1500 to 3000 USD. cryptoclon takes the right to decide which physical sets (versions) of the game will be sent to the owner depending on MPNA and purchase price.
Antique pieces older than 100 years are excluded from the normal warranty, because spare parts are no longer sufficiently available to repair the antique piece. The vendor warrants to the buyer that the antique item purchased will be in perfect condition upon delivery and will function properly as advertised. Thereafter, it is the buyer's responsibility to treat the antique in such a manner as to ensure its continued function. If an antique piece does not work after it has been purchased and used, it is possible to clarify separately with the vendor whether, how and at what cost the antique piece can be repaired. If an antique piece is delivered with defects, the buyer must report these defects to the vendor within 7 days after receipt of the goods. In such a case, please contact us directly.
2024, cryptoclon, D7 AG
Should individual provisions of this agreement be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by another provision which is valid and which comes closest to the invalid provision in terms of content and purpose. Errors excepted, subject to changes and adjustments.