Last Updated: June 23, 2023
These terms and conditions constitute a legally binding agreement (including documents incorporated by reference, the “Agreement”) between, on the one hand (i) those who mint the NFT or any subsequent owners of the NFT where proof of such ownership is recorded on the relevant blockchain (“you”, “your”, or “User”), and on the other hand (ii) Pictoria Inc. (“Pictoria”, “we”, “our”, or “us”). This Agreement governs your mint, transfer, purchase, and use of the NFT as part of the Project NEN details of which is described on our dedicated website https://nen-studio.com/EN-WhitePaper (“Project”). By participating, i.e., minting, transferring, purchasing, and/or using the NFT, you agree to be bound by these terms and conditions and the terms of conditions included on the website provided by Ozone Networks, Inc. d/b/a OpenSea (the “OpenSea”) [https://opensea.io/tos] (the “OpenSea ToS”). If you do not agree to the terms of this Agreement, as well as the OpenSea ToS, you may not participate in the Project nor benefit from the Licensed Rights.
“Artwork” means an artwork called “Gene” which is created by Pictoria for the Project.
“Content” means any graphics, images, designs, logos, marks, drawings, names, nicknames, likeness, description, URLs, programs, metadata, and other information that may be associated with Gene NFTs, including, without limitation, the Artworks.
“Gene NFT” means a blockchain-tracked, non-fungible token, each associated with an Artwork.
“Licensed Rights” means your rights to the Gene NFT as stipulated in Section 3 of this Agreement.
You acknowledge and agree that Pictoria owns all legal right, title and interest in and to the Content and all intellectual property rights therein. The rights that you have in and to the Gene NFT and Content are limited to those expressly stated in Section 3 of this Agreement. Pictoria reserves all rights and ownership in and to the Gene NFT and Content not expressly granted to you in Section 3 of this Agreement. All purchases of Gene NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Gene NFT, any disruption to the operations of any components of the Gene NFT, or any other reason whatsoever.
(a) Your Licensed Rights. You acknowledge and agree that the Gene NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement and the OpenSea ToS, Pictoria grants you a worldwide, non-exclusive, non-transferable (except as specifically provided in Section 3(b) below), royalty-free license to (i) display the Artwork for your Gene NFTs, solely for your own personal, non-commercial use; and (ii) modify the "answer" and "credit name" written as the content of the smart contract of the Gene NFTs using the features implemented in the Project.
(b) Permissible Transfers of Your Gene NFT. You have the limited right to transfer the Gene NFT, provided that (i) the transferee accepts all of the terms of this Agreement and all of the terms of the OpenSea ToS; (ii) Pictoria is paid “Creator Earnings” which is 10 percent (10%) of the gross amounts paid by the transferee relating to the transfer of the Gene NFT including but not limited to any transfer price and any other related compensation and such payment shall be paid on the same terms and at the same time as you are paid; (iii) you have not prior to the transfer breached this Agreement or the OpenSea ToS; and (iv) prior to the transfer your Licensed Rights to the Gene NFT has not been terminated. You acknowledge and agree that the foregoing amounts payable to Pictoria under Section 3(b)(ii) hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which you are transferring the Gene NFT.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Pictoria in each case: (i) use the Gene NFT and/or Content to advertise, market, or sell any product or service; (ii) use the Gene NFT and/or Content, or exercise any License Rights to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Pictoria in its discretion; (iii) 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 Gene NFT and/or Content; (iv) attempt to acquire any trademark, patent, trade dress, trade secret, copyright, or other intellectual property rights in or to the Gene NFT and/or Content; or (v) otherwise utilize the Gene NFT and/or Content for your or any third party’s commercial benefit.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.