Tactic Labs 12 Days of ZEDMAS

12 Days of ZEDMAS

NFT Minting and Licence Agreement

This NFT Minting and License Agreement (the “Agreement”) is entered into as of the date of the minting transaction (the “Effective Date”), by and between Tactic Labs, a company organized and existing under the laws of the British Virgin Islands, (“Provider”), and you. The Provider has the infrastructure and interface to enable you to mint an NFT using blockchain technology, and you desire to use the interface to mint a ZED RUN NFT (“NFT”). 

Intellectual Property Licence in NFTs

1. The NFT is subject to the terms and conditions of licensing of ZED RUN.

a. Art means any art, design, wording and drawings that are associated with an NFT. For the time you own the NFT, you are granted a licence (“License”) in respect of the Art associated with the NFT minted subject always to this Agreement and the terms and conditions of ZED RUN in force at the date of minting or transfer together with any other terms and conditions which may apply to the NFT.

b. The Licence is assignable, transferable and revocable on under this Agreement, or ZED RUN terms and conditions, and is exclusively for your personal, non-commercial, royalty free use of the NFT (including to sell or transfer on a marketplace) and to display and enjoy the Art associated with the NFT anywhere in the world.

c. Upon your sale or transfer of the NFT you own, the Licence transfers to the acquirer who then owns the NFT and will be subject to the Licence and this Agreement. For the avoidance of doubt, the transfer of the Licence does not constitute a commercial use for the purposes of licensing.

d. With immediate effect upon your sale or transfer of the NFT you own, your rights under the Licence shall cease to apply and will no longer be in force and effect. You will no longer be entitled to use the Art (or any reproductions of the Art) upon sale or transfer by you of the NFT.

e. Intellectual Property means any and all intellectual property in the NFT and the Art including all copyright, patents, trade marks, business names, domain names, trading styles, get-up, designs, knowhow, processes, methodologies and all current and future registered and unregistered rights, development or enhancement of the Intellectual Property owned by us or by our licensors. Except as expressly stated herein, nothing in these terms and conditions is intended to, or shall operate to, give you ownership of any Intellectual Property Rights in, or other rights in respect of the Intellectual Property. 

f. There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon the sale or transfer of the NFT under these terms.

2. Use of NFT

The NFT may not be used in any way which would:

a. modify any Art; 

b. use the Art to market or to sell third-party products or for any other commercial benefit; 

c. use the Art in connection with images of hatred, violence or other inappropriate behaviour be reasonably considered to bring the Intellectual Property Rights owner into disrepute;

d. seek to trademark or acquire Intellectual Property Rights in the Art; 

e. take, appropriate or represent any ownership in the Intellectual Property; 

f. assert any right to or over the Intellectual Property in any manner inconsistent with the rights under these NFT Terms; 

g. take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s title to the Intellectual Property; or be reasonably seen to disparage the Intellectual Property Rights of the owner;

h. contravene the moral rights of the artist or licensor of the Art; 

i. contravene the website terms or this Agreement; 

j. cause, permit or assist any other person directly or indirectly to do any of the above acts.

For the avoidance of any doubt:

k. the restrictions on the Licence survive termination or assignment transfer of the Licence; and

l. the acquisition of an NFT does not grant you any ownership or licence for any Intellectual Property Rights over ZED RUN or any aspect of Art used in our NFTs other than as expressly set out in this Agreement; and

m. the Licence granted under this clause is limited to the time you own the NFT and upon your sale or transfer of the NFT to another party the Licence is assigned to the receiver of the NFT and your rights under the Licence cease to have any effect, and you must draw to the other party’s attention the contents of this Agreement prior to your sale or disposal of the NFT;

n. the sale or transfer of your NFT does not constitute a “commercial use” of your NFT for the purposes of this Agreement.

3. Mint of NFT 

a. The Provider permits you to use the interface to mint an NTF, and you agree to use the interface to mint an NFT on the terms of this Agreement.

b. Payment details will be provided in the interface, or otherwise prior to or during the minting process. 

c. Upon receipt of the payment in full, and your activation of the minting process, the NFT shall be minted and ownership and the NFT transferred to you.

d. You instruct the Provider to pay any gas fees on your behalf and deduct such fees from the payment you make to mint the NFT.

4. No Other Representations

Except as expressly stated in this Agreement, the Provider makes no other representations or warranties, whether express or implied, regarding the NFT, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

5. Governing Law and Dispute Resolution

a. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands.

b. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through amicable negotiations between the Parties. If the dispute cannot be resolved amicably within 45 days, either Party may initiate arbitration in accordance with the rules of arbitration of the British Virgin Islands.

c. Any liability against the Provider or ZED RUN is limited to the amount paid to mint the NFT less gas fees.

d. If any additional Sales Tax is applicable by virtue of any law under your jurisdiction, you agree to pay such an amount as is payable on behalf of us, and inform us of that payment forthwith.

e. Each party is solely responsible for any taxation which arises as a result of dealing in the NFTs, including capital gains or income tax and no party shall have a claim for any loss against the other in respect of any taxation amounts however arising.

f. You warrant you understand the use and limitations of an NFT, and that the interface must only be used from a region it is lawful to do so. Any NFT minted is created under the instruction of the user, and is not intended to form any type of investment contract, or promise of value, and any NFT minted may have no value.