Post by ekort on Mar 3, 2023 1:11:41 GMT -8
In connection with your use of the NFT Marketplace, you may be able to post, upload, or submit content to be made available through the NFT Marketplace, including NFT Media that is tied to NFTs you wish to sell on the NFT Marketplace as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the NFT Marketplace, except for rights expressly granted herein. In order to operate the NFT Marketplace, we must obtain from you certain license rights in Your Content so that actions we take in operating the NFT Marketplace are not considered legal violations. Accordingly, by using the NFT Marketplace and uploading Your Content or otherwise made Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now know or later developed) but solely as required to be able to operate and provide services of the NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the NFT Marketplace and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the NFT Marketplace, and solely for purpose of providing the NFT Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other Users of the NFT Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the NFT Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the NFT Marketplace. By posting or submitting Your Content to the NFT Marketplace, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. If you sell an NFT through the NFT Marketplace, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Media for such purchased NFT, solely for the following purposes: (a) for the buyer’s own personal use; (b) as part of a marketplace that permits the purchase and sale of such NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media, and provided that the NFT Media is no longer visible once the owner of the NFTs leaves the website/application (the “NFT Purchase License”). If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth above only lasts as long as you are the valid owner and holder of the NFT associated with the licensed NFT Media. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related NFT Media for any commercial purpose. If you sell an NFT, you agree that you will not have any claims against Company for any breach of these NFT Terms by a purchaser, including if they make commercial use of the related NFT Media in breach of these NFT Terms. We have the right to remove or refuse to post any of Your Content, including NFTs, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these NFT Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the NFT Marketplace or the public, or could create liability for Company or other Users.
4. Specific Terms for the Premium Platform and Creators
As part of the NFT Marketplace, Company offers a premium platform (the “Premium Platform”) which only allows creators that are invited or otherwise approved by Company (“Invited Creators”) to mint and sell NFTs (the “Creator’s NFTs”) associated with their original NFT Media (the “Creator’s NFT Media”). Company may enter into an addendum with any Invited Creator (a “Creator Addendum”) setting forth terms for using the Premium Platform as an Invited Creator. If there is a conflict between a Creator Addendum and these NFT Terms, the provisions of the Creator Addendum shall take precedence for such Invited Creator. Invited Creator hereby grants to Company a perpetual, irrevocable and exclusive right and license to use, reproduce, display the Creator’s NFT Media in connection with the promotion of the Creator’s NFT Media, the Creator’s NFTs and the NFT Marketplace. For clarity, unless otherwise specified in a Creator Addendum, the exclusive license granted above means that Invited Creator cannot itself, or grant to any other party any right to, use, reproduce, display the Creator’s NFT Media in connection with non-fungible tokens or any other blockchain collectibles, platforms or services. In order for Company to exercise its rights to the Creator’s NFT Media, Invited Creator will provide Company with high-resolution images and other embodiments of such NFT Media as reasonably requested by Company. Company shall have the sole control over the promotion and marketing of the Creator’s NFTs, including the sole discretion to select certain Creator’s NFTs or Invited Creators to participate in events hosted by Company. As reasonably requested by Company, Invited Creator will support Company in the promotion or marketing of the Creator’s NFTs through participation in the marketing activities as agreed upon by the parties in a Creator Addendum. In connection with the promotion of the Creator’s NFTs, Invited Creator hereby grants Company a right to use the name, image, photo, biography, signature and likeness of the Invited Creator solely in connection with the marketing and promotion of the Creator’s NFTs. Invited Creator will not engage in any promotion or marketing of Company, the NFT Marketplace, or any Creator’s NFTs in a manner that is misleading or deceptive or not in compliance with applicable law. Invited Creator must disclose any material connection between Invited Creator and Company in any such promotion in a clear and conspicuous manner, including in close proximity to any such marketing statements. Invited Creator will not promote or market the Creator’s NFTs in a manner intended to give buyers the impression that such NFTs are investment products or that they can expect capital appreciation or derive profits from purchase of such NFTs, or indicate that such NFTs may be characterized as securities or any other form of regulated investment product in any applicable jurisdiction. If requested by Company, Invited Creator will reasonably cooperate with Company to validate the authenticity of the Creator’s NFTs and the Creator’s NFT Media. Invited Creator acknowledges and agrees that Company will charge a platform fee which is 10% (or other percentage as provided in a Creator Addendum) of the purchase price for any sale of the Creator’s NFTs on the Premium Platform. For the avoidance of doubt, any use of or interaction with the Premium Platform by any User (including an Invited Creator) is governed by terms in this Section 4 and the rest of these NFT Terms not in direct contradicton with terms in this Section 4.
5. Specific Terms for the Standard Platform and Initial Sale
As part of the NFT Marketplace, Company offers a standard platform (the “Standard Platform”) which allows any registered Users to create NFT collections (subject to paying an associated smart contract deployment fee) and mint and sell NFTs (the “Standard NFTs”) associated with the User’s NFT Media. Creators of Standard NFTs can also set their own royalty fee for their NFT collections. For an initial sale of a Standard NFT (i.e. the first instance a newly minted Standard NFT is sold by the creator to a buyer), the transaction proceeds from the sale of the Standard NFT (the “Transaction Proceeds”) shall be frozen in the seller’s account for a pre-specified period of time (the “Initial Sale Clearing Period”) after which the Transaction Proceeds will be released to the seller. Company may extend the Initial Sale Clearing Period for a further period of time (the “Extended Clearing Period”) provided that: (a) within the Initial Sale Clearing Period, a bona fide complaint is raised by the buyer or a third party for claims that relate to intellectual property infringement, the identity, legitimacy, authenticity and/or validity of legal title of the Standard NFT, violation of the Binance Terms , these NFT Terms and/or violation of the terms of the NFT sale as agreed between the seller and the buyer. For any claim raised by the buyer, the buyer shall furnish proof that the Standard NFT at issue remains in their account and agrees to have the NFT frozen pending resolution of the dispute. The buyer or third party submitting a complaint shall agree that Binance may supply a copy of this complaint to the seller, including the buyer/third party’s identity and contact details. (b) Company suspects the Standard NFT, the Standard NFT transaction, the seller’s activity in relation to the Standard NFT and/or the Transaction Proceeds to be in violation of the applicable terms of sale (including the Binance Terms and these NFT Terms) or any applicable laws and regulations. After the Extended Clearing Period, Company may only continue to freeze if legal proceedings or investigations by the authorities have been commenced against the seller (and where such legal proceedings or investigations require the Transaction Proceeds to be frozen ), or in such other circumstances that the Company deems appropriate in its sole discretion. For the avoidance of doubt, the Company reserves the right to freeze and take such other action in respect of the Transaction Proceeds (being Digital Assets or funds in a Binance User’s Account) in accordance with the Binance Terms, regardless of whether the situation is expressly provided for under this Section 5. In such circumstances, Company has the discretion to extend the freeze for any further duration pending the resolution of the dispute. If Company does not receive proof that such a formal legal action or complaint has been filed within the Extend Clearing Period, Company may be entitled to release the Transaction Proceeds to the seller. If the complainant and the seller are able to resolve the dispute at any stage, Company will require written confirmation of the resolution of the dispute from all parties before it may proceed to release the Transaction Proceeds to the seller. In no circumstances shall Company bear any liability or responsibility for any act or omission done in relation to the freezing (or omission to freeze) the Transaction Proceeds, and there shall be no freezing as part of any secondary sale of Standard NFTs. In addition, by minting a Standard NFT, you acknowledge and agree that you have read and accept the “NFT Minting Rules”, which includes examples of inappropriate content and our right at our sole discretion to, among other things, delist or otherwise remove your NFT collection(s) or Standard NFTs from the NFT Marketplace. For the avoidance of doubt, any use of or interaction with the Standard Platform by any User is governed by terms in this Section 5 and the rest of these NFT Terms not in direct contradiction with terms in this Section 5.
6. Copyright Policy
4. Specific Terms for the Premium Platform and Creators
As part of the NFT Marketplace, Company offers a premium platform (the “Premium Platform”) which only allows creators that are invited or otherwise approved by Company (“Invited Creators”) to mint and sell NFTs (the “Creator’s NFTs”) associated with their original NFT Media (the “Creator’s NFT Media”). Company may enter into an addendum with any Invited Creator (a “Creator Addendum”) setting forth terms for using the Premium Platform as an Invited Creator. If there is a conflict between a Creator Addendum and these NFT Terms, the provisions of the Creator Addendum shall take precedence for such Invited Creator. Invited Creator hereby grants to Company a perpetual, irrevocable and exclusive right and license to use, reproduce, display the Creator’s NFT Media in connection with the promotion of the Creator’s NFT Media, the Creator’s NFTs and the NFT Marketplace. For clarity, unless otherwise specified in a Creator Addendum, the exclusive license granted above means that Invited Creator cannot itself, or grant to any other party any right to, use, reproduce, display the Creator’s NFT Media in connection with non-fungible tokens or any other blockchain collectibles, platforms or services. In order for Company to exercise its rights to the Creator’s NFT Media, Invited Creator will provide Company with high-resolution images and other embodiments of such NFT Media as reasonably requested by Company. Company shall have the sole control over the promotion and marketing of the Creator’s NFTs, including the sole discretion to select certain Creator’s NFTs or Invited Creators to participate in events hosted by Company. As reasonably requested by Company, Invited Creator will support Company in the promotion or marketing of the Creator’s NFTs through participation in the marketing activities as agreed upon by the parties in a Creator Addendum. In connection with the promotion of the Creator’s NFTs, Invited Creator hereby grants Company a right to use the name, image, photo, biography, signature and likeness of the Invited Creator solely in connection with the marketing and promotion of the Creator’s NFTs. Invited Creator will not engage in any promotion or marketing of Company, the NFT Marketplace, or any Creator’s NFTs in a manner that is misleading or deceptive or not in compliance with applicable law. Invited Creator must disclose any material connection between Invited Creator and Company in any such promotion in a clear and conspicuous manner, including in close proximity to any such marketing statements. Invited Creator will not promote or market the Creator’s NFTs in a manner intended to give buyers the impression that such NFTs are investment products or that they can expect capital appreciation or derive profits from purchase of such NFTs, or indicate that such NFTs may be characterized as securities or any other form of regulated investment product in any applicable jurisdiction. If requested by Company, Invited Creator will reasonably cooperate with Company to validate the authenticity of the Creator’s NFTs and the Creator’s NFT Media. Invited Creator acknowledges and agrees that Company will charge a platform fee which is 10% (or other percentage as provided in a Creator Addendum) of the purchase price for any sale of the Creator’s NFTs on the Premium Platform. For the avoidance of doubt, any use of or interaction with the Premium Platform by any User (including an Invited Creator) is governed by terms in this Section 4 and the rest of these NFT Terms not in direct contradicton with terms in this Section 4.
5. Specific Terms for the Standard Platform and Initial Sale
As part of the NFT Marketplace, Company offers a standard platform (the “Standard Platform”) which allows any registered Users to create NFT collections (subject to paying an associated smart contract deployment fee) and mint and sell NFTs (the “Standard NFTs”) associated with the User’s NFT Media. Creators of Standard NFTs can also set their own royalty fee for their NFT collections. For an initial sale of a Standard NFT (i.e. the first instance a newly minted Standard NFT is sold by the creator to a buyer), the transaction proceeds from the sale of the Standard NFT (the “Transaction Proceeds”) shall be frozen in the seller’s account for a pre-specified period of time (the “Initial Sale Clearing Period”) after which the Transaction Proceeds will be released to the seller. Company may extend the Initial Sale Clearing Period for a further period of time (the “Extended Clearing Period”) provided that: (a) within the Initial Sale Clearing Period, a bona fide complaint is raised by the buyer or a third party for claims that relate to intellectual property infringement, the identity, legitimacy, authenticity and/or validity of legal title of the Standard NFT, violation of the Binance Terms , these NFT Terms and/or violation of the terms of the NFT sale as agreed between the seller and the buyer. For any claim raised by the buyer, the buyer shall furnish proof that the Standard NFT at issue remains in their account and agrees to have the NFT frozen pending resolution of the dispute. The buyer or third party submitting a complaint shall agree that Binance may supply a copy of this complaint to the seller, including the buyer/third party’s identity and contact details. (b) Company suspects the Standard NFT, the Standard NFT transaction, the seller’s activity in relation to the Standard NFT and/or the Transaction Proceeds to be in violation of the applicable terms of sale (including the Binance Terms and these NFT Terms) or any applicable laws and regulations. After the Extended Clearing Period, Company may only continue to freeze if legal proceedings or investigations by the authorities have been commenced against the seller (and where such legal proceedings or investigations require the Transaction Proceeds to be frozen ), or in such other circumstances that the Company deems appropriate in its sole discretion. For the avoidance of doubt, the Company reserves the right to freeze and take such other action in respect of the Transaction Proceeds (being Digital Assets or funds in a Binance User’s Account) in accordance with the Binance Terms, regardless of whether the situation is expressly provided for under this Section 5. In such circumstances, Company has the discretion to extend the freeze for any further duration pending the resolution of the dispute. If Company does not receive proof that such a formal legal action or complaint has been filed within the Extend Clearing Period, Company may be entitled to release the Transaction Proceeds to the seller. If the complainant and the seller are able to resolve the dispute at any stage, Company will require written confirmation of the resolution of the dispute from all parties before it may proceed to release the Transaction Proceeds to the seller. In no circumstances shall Company bear any liability or responsibility for any act or omission done in relation to the freezing (or omission to freeze) the Transaction Proceeds, and there shall be no freezing as part of any secondary sale of Standard NFTs. In addition, by minting a Standard NFT, you acknowledge and agree that you have read and accept the “NFT Minting Rules”, which includes examples of inappropriate content and our right at our sole discretion to, among other things, delist or otherwise remove your NFT collection(s) or Standard NFTs from the NFT Marketplace. For the avoidance of doubt, any use of or interaction with the Standard Platform by any User is governed by terms in this Section 5 and the rest of these NFT Terms not in direct contradiction with terms in this Section 5.
6. Copyright Policy