Last updated: August 7, 2023
The following NFT-Specific Terms form part of and are incorporated by reference into the Terms, available at https://www.proof.xyz/terms. In the event these NFT-Specific Terms are inconsistent with other provisions in the Terms as they relate to the Grails NFT, these NFT-Specific Terms will control.
The following applies to digital assets constituting Grails Mint Passes and Grails NFTs (collectively, “Grails Assets”).
Grails Mint Passes
A Grails Mint Pass confers upon the Collector of such Grails Mint Pass the right to mint one Grails NFT for each Grails Mint Pass such Collector owns. Once minted, the Grails Mint Pass will no longer be valid. Collectors must mint Grails NFTs during the minting period for Grails NFTs, as determined and communicated by PROOF. For a period of time after minting as determined and communicated by Proof, the digital artwork associated with each Grails NFT will be temporarily digital artwork created by or on behalf of Proof and the actual digital artwork permanently associated with each Grails NFT that is created by an artist featured as part of the Grails collection (each such artist, an “Grails Artist”) will be revealed at a time to be determined and communicated by Proof. The digital artwork associated with a Grails NFT, whether temporary or permanent, is referenced herein as “Grails Art”. Proof does not make any representation, warranty or guarantee (a) that any Collector will receive any specific Grails NFT or (b) regarding the Grails Art that is associated with any Grails NFTs.
Grails NFT Perks
A Collector of a Grails NFT may receive Perks as determined by Proof in its sole discretion (“Perks”). PROOF does not make any representation, warranty or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Grails NFT. Proof reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Proof makes no recommendation and provides no professional advice in connection with any Perks or otherwise as a result of holding or owning a Grails NFT.
Grails NFT Royalties
You acknowledge and agree that (a) Proof receives 5.0% of every Secondary Sale of a Grails Mint Pass and (b) (i) Pre Artist receives 10.0% of every Secondary Sale of a Grails NFT realted to Grails I and Grails III and (ii) Proof receives 2.0% and the applicable Artist receives 8.0% of every Secondary Sale of a Grails NFT related to Grails II (each, a “Grails NFT Royalty”). The right to collect Grails NFT Royalties will apply in perpetuity. As such, if you sell a Grails Asset on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the Grails Asset:
You agree not to seek to circumvent or avoid those Grails NFT Royalties.
Rights to Grails Art
Subject to your continued compliance with these Terms, Proof grants the Grails Asset Collector a worldwide, royalty-free license to use, copy, and display the Grails Art associated with your Grails Asset, 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 Grails Asset, provided that the marketplace cryptographically verifies each Grails Asset owner’s rights to display the Grails Art for their Grails Asset 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 Grails Asset, provided that the website/application cryptographically verifies each Grails Asset owner’s rights to display the Grails Art for their Grails Asset to ensure that only the actual owner can display the Grails Art, and provided that the Grails Art is no longer visible once the owner of the Grails Asset leaves the website/application.
Art Restrictions; Release
As a Collector of a Grails Asset, you agree that you will not, and will not permit any third party to, do or attempt to do any of the foregoing without Proof’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Grails Art which would be prejudicial to Proof’s or the applicable Grails Artist’s honor or reputation; (ii) use the Grails Art to advertise, market, or sell any third party product or service; (iii) use the Grails Art 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) incorporate the Grails Art in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms of Service; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Grails Art; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Grails Art; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing your Grails Asset or underlying Grails Art; (viii) falsify, misrepresent, or conceal the authorship of the Grails Art; or (ix) except as expressly permitted in these Terms, otherwise utilize any Grails Art for your or any third party’s commercial benefit. However, if the owner of the copyright in any Grails Art (i.e., Proof or the Artist, as applicable) waives the copyrights in such Grails Art via CC0, then clauses (ii), (iv), (v) and (ix) above will not apply to such Grails Art that is subject to CC0.
You irrevocably release, acquit and forever discharge Proof and its affiliates and its and their Representatives of any liability for direct or indirect copyright or trademark infringement for their use of any Grails Asset or underlying Grails Art.