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 Diamond Exhibition NFT, these NFT-Specific Terms will control.
The following applies to digital assets constituting Diamond Mint Passes and Diamond NFTs (collectively, “Diamond Assets”).
Diamond Mint Passes
As a Collector of a Moonbirds NFT, you may be eligible to receive via airdrop or mint a Diamond Mint Pass. The eligibility criteria and mechanics for receiving or minting a Diamond Mint Pass are set forth at https://www.proof.xyz/exhibitions/diamond. A Diamond Mint Pass confers upon the Collector of such Diamond Mint Pass the right to mint one Diamond NFT for each Diamond Mint Pass such Collector owns. Once minted, the Diamond Mint Pass will no longer be valid. Each Collector must mint a Diamond NFT during the minting period for Diamond NFTs applicable to such Collector, 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 Diamond NFT will be temporarily digital artwork created by or on behalf of Proof and the actual digital artwork permanently associated with each Diamond NFT that is created by an artist featured as part of the Diamond collection (each such artist, an “Diamond Artist”) will be revealed at a time to be determined and communicated by Proof. The digital artwork associated with a Diamond NFT, whether temporary or permanent, is referenced herein as “Diamond Art”. Proof does not make any representation, warranty or guarantee (a) that any Collector will receive any specific Diamond NFT or (b) regarding the Diamond Art that is associated with any Diamond NFTs.
Diamond NFT Perks
A Collector of a Diamond 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 Diamond 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 Diamond NFT.
Diamond NFT Royalties
Where the artist provided pre-curated artwork, you acknowledge and agree that (b) Proof receives 1% and the applicable Artist receives 4 % of every Secondary Sale of a Diamond NFT (each, a “Diamond NFT Royalty”). Where the artist used the Art Blocks engine, Proof receives 0.5% of every Secondary Sale of a Diamond NFT (each, a “Diamond NFT Royalty”) and the applicable Artist (generative) receives 2% of every Secondary Sale of a Diamond NFT (each, a “Diamond NFT Royalty”).
The right to collect Diamond NFT Royalties will apply in perpetuity. As such, if you sell a Diamond Asset on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the Diamond Asset:
You acknowledge and agree that (a) Proof receives [__]% of every Secondary Sale of a Diamond Mint Pass and (b) Proof receives [__]% and the applicable Artist receives [__]% of every Secondary Sale of a Diamond NFT (each, a “Diamond NFT Royalty”). The right to collect Diamond NFT Royalties will apply in perpetuity. As such, if you sell a Diamond Asset on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the Diamond Asset:
You agree not to seek to circumvent or avoid those Diamond NFT Royalties.
Rights to Diamond Art
Subject to your continued compliance with these Terms, Proof grants the Diamond Asset Collector a worldwide, royalty-free license to use, copy, and display the Diamond Art associated with your Diamond 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 Diamond Asset, provided that the marketplace cryptographically verifies each Diamond Asset owner’s rights to display the Diamond Art for their Diamond 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 Diamond Asset, provided that the website/application cryptographically verifies each Diamond Asset owner’s rights to display the Diamond Art for their Diamond Asset to ensure that only the actual owner can display the Diamond Art, and provided that the Diamond Art is no longer visible once the owner of the Diamond Asset leaves the website/application.
Art Restrictions; Release
As a Collector of a Diamond 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 Diamond Art which would be prejudicial to Proof’s or the applicable Diamond Artist’s honor or reputation; (ii) use the Diamond Art to advertise, market, or sell any third party product or service; (iii) use the Diamond 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 Diamond 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 Diamond Art; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Diamond Art; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing your Diamond Asset or underlying Diamond Art; (viii) falsify, misrepresent, or conceal the authorship of the Diamond Art; or (ix) except as expressly permitted in these Terms, otherwise utilize any Diamond Art for your or any third party’s commercial benefit. However, if the owner of the copyright in any Diamond Art (i.e., Proof or the Artist, as applicable) waives the copyrights in such Diamond Art via CC0, then clauses (ii), (iv), (v) and (ix) above will not apply to such Diamond 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 Diamond Asset or underlying Diamond Art.