These Terms and Conditions (“YxungSneaks Terms”) are a binding contract between you, the purchaser and/or holder of a YxungSneaks NFT Collection (Season 1) NFTs (as defined below, hereinafter referred to as “YXS (Season 1) NFTs”) (“you,” “You,” or “YXS NFT Holder”) and Madeium, Inc. and its affiliates (collectively, “Madeium,” “us,” or “we”).
These YxungSneaks Terms, together with Madeium’s Digital Marketplace Terms and Conditions, Privacy Notice and website Terms of Use, govern your rights regarding and use of the YxungSneaks (Season 1) NFTs.
In the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the parties under this Agreement and any other agreements, terms and conditions or terms of use, the terms of this Agreement shall control and supersede any such inconsistency, conflict or ambiguity.
Right to Claim. The owner of any Unclaimed YXS AvatarNFT (Avatar_v.1.0) may claim updated NFTs via the Madeium Digital Marketplace (market.madeium.com) in accordance with the listed instructions and redemption procedures, Madeium’s Digital Marketplace Terms and Conditions, Privacy Notice and website Terms of Use.
The Burn and Replace. Upon claiming, the Unclaimed YXS AvatarNFT (Avatar_v.1.0) is “burned” (i.e., taken away from the owner and removed from circulation) and “replaced” by providing to the owner two new NFTs, the Claimed YXS AvatarNFT (Avatar_v.1.1) and a Gen 1 SneakerNFT, as well as an IRL YXS Sneaker.
If your Claimed YXS AvatarNFT includes rights to an YXS ApparelNFT, you will also receive the corresponding IRL YXS Apparel.
If your Claimed YXS AvatarNFT includes rights to an YXS TattooNFT, you will also receive rights to receive the corresponding IRL YXS Tattoo.
Any additional gas fees for the burn and replace are included in original purchase.
Delivery. The Claimed YXS AvatarNFT (Avatar_v.1.1), YXS Gen 1 SneakerNFT, YXS ApparelNFT, and YXS TattooNFT will be minted to the same wallet address (with gas fees covered) that was holding the Unclaimed YXS AvatarNFT and triggered the claim process at market.madeium.com. The IRL YXS Sneakers and IRL YXS Apparel will be shipped to the physical address provided by the owner at no additional shipping cost. IRL YXS Tattoo will be coordinated with the local tattoo artist of your choosing.
The intellectual property rights and rights to commercialize your NFTs and any related wearable products depend on the specific type of NFT you own, and are set forth in this section, as follows:
Unclaimed YXS AvatarNFT:
The owner of any Unclaimed YXS AvatarNFT shall have the following rights:
Sale. You own your Unclaimed YXS AvatarNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.
Personal Use Display License. Madeium grants You the exclusive, worldwide limited personal use license to publicly display and distribute the Unclaimed YXS AvatarNFT, and to sublicense those rights to third parties. For avoidance of doubt, the owner of any Unclaimed YXS AvatarNFT (Avatar_v.1.0) may use and display the corresponding avatar but does not have the right to create derivative works or otherwise commercialize the Unclaimed YXS AvatarNFT wearing only one sneaker and one sock.
Claimed YXS AvatarNFT
The owner of any Claimed YXS AvatarNFT shall have the following rights:
Sale. You own your Claimed YXS AvatarNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.
Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that Claimed YXS AvatarNFT (Avatar_v.1.1), and to sublicense those rights to third parties.
Digital Files for Metaverse Use of Avatar. As soon as practicable, Madeium will provide each owner of a Claimed YXS AvatarNFT with the related Claimed YXS AvatarNFT Digital Files for use online, gaming, or in the metaverse and grants you a license to use the non-branded Claimed YXS AvatarNFT Digital Files for that purpose. For avoidance of doubt, there are no restrictions on how you use these files. For example, you may import avatars into third-party environments and/or wear your cyber-wearables on third-party avatars if you own the authentic NFT.
IP Commercialization Rights. The owner of any Claimed YXS AvatarNFT (Avatar_v.1.1) shall also have IP commercialization rights to create derivative works from the Claimed YXS AvatarNFT and to license Claimed YXS AvatarNFT and any such derivative works to third parties. Should You license Your non-branded Claimed YXS AvatarNFT or any derivative work of Your Claimed YXS AvatarNFT to a third party, You shall pay to Madeium, Inc., a royalty of 7% of net revenues for the licensed product or service which also includes creator royalties.
The YXS SneakerNFT that you receive when you redeem Your Claimed AvatarNFT (as described above per Avatar_v.1.1) is designated “Generation 1” or “Gen 1.”
Sale. You own your YXS SneakerNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.
Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that YXS SneakerNFT, and to sublicense those rights to third parties.
Digital Files for Metaverse Use of Sneakers. As soon as practicable, Madeium will provide each owner of a Gen 1 YXS SneakerNFT with the related YXS SneakerNFT Digital Files for use online or in the metaverse and grants you a license to use the YXS SneakerNFT Digital Files to use those files for that purpose. For avoidance of doubt, there are no restrictions on how you use the corresponding digital sneakers, and they may be worn by a YxungSneakers avatar or a third-party avatar. However, because the image corresponding to the YXS SneakerNFT is the digital twin of the IRL YXS Sneaker, the image of the sneaker itself may not be modified or changed or used to create derivative works.
Gen 1 YXS SneakerNFT Owner’s Right for Demand Sales of Gen 2 YXS SneakerNFTs. After product delivery of Season 1, each Gen 1 YXS SneakerNFT provides its owner with the right to utilize the Madeium Digital Marketplace and Madeium Manufacturing, Inc. to list, sell, and manufacture on-demand up to ten (10) derivative copies of the Gen 1 YXS SneakerNFT and its corresponding Gen 1 IRL YXS Sneaker in accordance with the guidance and instructions posted on by Madeium on the Madeium Digital Marketplace site. Each derivative copy of the Gen 1 YXS SneakerNFT shall be referred to as a Gen 2 YXS SneakerNFT. Each Gen 2 YXS SneakerNFT provides its holder with the right to receive a corresponding Gen 2 YXS IRL Sneaker, which will be shipped to their address by Madeium when purchased. For avoidance of doubt, the Gen 2 YXS SneakerNFT does not provide its owner with any further rights to list, sell, or manufacture any additional SneakerNFTs or IRL YXS Sneakers.
For original sale and minting, Owners may list for sale the Gen 2 YXS SneakerNFTs only through the Madeium Digital Marketplace. Madeium will not mint these NFTs, produce product, or complete any transactions until a buyer purchases the listed Gen 2 SneakerNFT.
You are entitled to retain the Profits from sales of Gen2 YXS Sneaker NFTs and its corresponding Gen 2 IRL YXS Sneakers. Profits shall be calculated as the sales price less the cost of goods sold, as calculated by Madeium, Inc.
Notwithstanding the foregoing, this section does not apply to any Gen 1 YXS SneakerNFT that corresponds to IRL YXS Sneakers that is based on a collaboration with Wicked Craniums, unless that third party provides it separate confirmation and consent.
YXS ApparelNFT
Three (3) of the Claimed AvatarNFTs in the YxungSneaks NFT Collection (Season 1) will include rights to also receive a YXS ApparelNFT. If your ClaimedAvatar (as described above per Avatar_v.1.1) is wearing a Regular Ruben YXS Jacket you will receive a YXS ApparelNFT when you redeem that Claimed AvatarNFT.
Sale. You own your YXS ApparelNFT, and it may be sold to another party on Ethereum and within the market.madeium.com site.
Commercial Use License. Madeium grants You the exclusive, worldwide right to publicly display and distribute that YXS YXS ApparelNFT, and to sublicense those rights to third parties.
Digital Files for Metaverse Use of Apparel. As soon as practicable, Madeium will provide each owner of YXS ApparelNFT with the related YXS ApparelNFT Digital Files for use online or in the metaverse and grants you a license to use the YXS ApparelNFT Digital Files to use those files for that purpose. For avoidance of doubt, there are no restrictions on how you use the corresponding digital jackets, and they may be worn by a YxungSneakers avatar or a third-party avatar. However, because the image corresponding to the YXS ApparelNFT is the digital twin of the IRL YXS Apparel, the image of the jacket itself may not be modified or changed or used to create derivative works.
YXS TattooNFT
One (1) of the Claimed AvatarNFTs in the YxungSneaks NFT Collection (Season 1) will include rights to also receive a YXS TattooNFT. If your ClaimedAvatar (as described above per Avatar_v.1.1) has the YXS tattoo unique trait you will receive a YXS TattooNFT when you redeem that Claimed AvatarNFT.
As stated above in Section 2, the YXS TattooNFT grants the owner of this NFT the right to get the real tattoo on their physical body to match the YXS tattoo on their Claimed Avatar. Madeium will work with you and your local tattoo artist and pay the tattoo artist for this tattoo at no additional cost to you.
Grantback License. All IP rights provided to You, include the following limited grant-back license, intended to allow YxungSneaks and Madeium to use the various avatar and sneaker images for marketing and advertising purposes: You grant to Madeium a limited license to publicly display and/or distribute the Unclaimed YXS AvatarNFT, the Claimed YXS AvatarNFT, the YXS SneakerNFT, the YXS ApparelNFT, the YXS TattooNFT, the IRL YXS Sneaker, the IRL YXS Apparel, the IRL YXS Tattoo, and any YXS SneakerNFT Digital Files, for purposes relating to marketing and advertising the YXS NFT Collection (Season 1) NFTs.