1. Grant of License

   The creator of the NFT ("Creator") grants the Owner a non-exclusive, transferable, worldwide license to:

   • Use, display, and enjoy the NFT for personal and commercial purposes.
   • Create derivative works based on the NFT.
   • Use the NFT as part of a marketplace that permits the purchase and sale of your NFT, provided that the marketplace cryptographically verifies the Owner's rights to the NFT.
2. Restrictions

   The Owner shall not:

   • Use the NFT or its derivatives in connection with images, videos, or other forms of media that depict hatred, violence, intolerance, cruelty, or anything else that could reasonably be found to constitute hate speech or infringe upon the rights of others.
3. Intellectual Property Rights

   The Creator retains all rights, titles, and interests in and to the underlying artwork, including all copyrights, trademarks, and other intellectual property rights. The Owner's rights to create derivative works do not transfer ownership of any intellectual property rights to the Owner, except as explicitly granted in this Agreement.

4. Transfer of NFT

   The Owner has the right to sell, trade, or transfer the NFT, provided that the new owner accepts the terms of this Agreement. Upon the transfer, the Owner's rights under this Agreement will terminate, and the new owner will become the Owner.

5. Royalties

   The Creator is entitled to receive royalties from each secondary sale of the NFT. The specific royalty percentage will be determined at the time of the NFT's creation and will be enforced by the Talis platform.

6. Suspension of Royalties for "Rugged" Collections

   If a collection is determined to be "rugged," the royalties for that collection will be set to 0% until the collection is taken over by the community or otherwise revitalized. In addition to a sudden sale of the project's team supply, a collection may be deemed "rugged" if it meets one or more of the following criteria:

   • No updates or posts on the project's official social media channels for a period of 30 days.
   • No response from the project team to community inquiries or support requests within 14 days.
   • Failure to meet publicly announced project milestones or roadmap deliverables without any communication or explanation.
   • No visible development activity on the project's public repositories for a period of 30 days.

   Prior to proposing a community takeover to Talis governance, a consensus among the holders of the NFTs in the collection must be met. A community takeover must be voted on and approved through the Talis governance process. The marketplace administration will facilitate this process, ensuring that the community has a clear and fair opportunity to assume control of the collection.

7. Termination

   The Creator may terminate this license if the Owner breaches any of the terms and conditions of this Agreement. Upon termination, the Owner shall cease all use of the NFT and its derivatives and, upon request, delete or destroy any copies of the NFT and its derivatives in the Owner's possession.

8. Governing Law

   This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Creator resides, without regard to its conflict of law principles.

9. Miscellaneous
   • Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings and agreements.
   • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
   • Amendments: This Agreement may only be amended by a written agreement signed by both parties.

By using, purchasing, or transferring NFTs on Talis, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms.

Last updated: August 24, 2024