Last Updated: February 17, 2025
This Tallys NFT License Agreement (the "License ") is a legally binding agreement between Tallys, LLC a wholly owned subsidiary of Talus Labs, Inc. and its affiliates (together with Tallys, LLC and Talus Labs "Talus, " "we, " "us,” or Company) and you. This License is supplemental to and governed by the Tallys Terms and Conditions available at https://tallys.talus.network/terms (the "Terms "). By acquiring or using a Tallys NFT, you agree to be bound by both this License and the Terms. In the event of any conflict between this License and the Terms, the Terms shall prevail.
When you acquire a Tallys NFT, you own all personal property rights to the token underlying the Tallys NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Tallys NFT), but you do not own the associated artwork, brand, or other intellectual property except for the specific licensed rights set forth below. This License governs your rights and obligations regarding the intellectual property associated with your Tallys NFT.
"Tallys NFT " means any Tallys-branded NFT created by or on behalf of Talus Labs. "Tallys Art " means the artwork, image, or works of authorship associated with a specific Tallys NFT. "Talus Trademarks " means any and all logos, trademarks, service marks, and trade dress associated with Talus, the Tallys NFTs, and Talus Labs, including the "Talus " or "Tallys " names or any other names of Tallys-related characters or products. "Commercial Use " means any activity involving the Tallys Art that is intended to generate revenue or other commercial value, whether directly or indirectly.
Subject to your continued compliance with this License, Talus Labs hereby grants you, for as long as you lawfully own your Tallys NFT, a worldwide, non-exclusive, royalty-free license to use, display, and enjoy your Tallys NFT and associated Tallys Art. This license includes both personal and commercial rights as detailed below.
For personal use, you may display, use, and modify your Tallys Art for your own personal, non-commercial enjoyment. This includes, but is not limited to, displaying your Tallys NFT in digital wallets, using it as a profile picture on social media platforms, creating digital or physical artwork for personal display, and sharing images of your Tallys NFT in social media posts. You may also create derivative works based on your Tallys Art for personal, non-commercial use, provided such derivatives do not violate any restrictions set forth in this License.
For commercial use, you may utilize your Tallys Art to create and sell physical merchandise, digital goods (excluding NFTs), and services, subject to prior written approval from Talus Labs. Commercial use rights include the ability to display your Tallys Art in commercial venues, incorporate it into marketing materials, and create commercial derivative works. However, all commercial uses must maintain the integrity and reputation of the Tallys brand and require submission of detailed plans to Talus Labs for approval via hi@talus.network. Talus Labs reserves the right to review and approve or reject any commercial use in its sole discretion.
The licenses granted herein include the right to use the Tallys Art in conjunction with third-party materials, provided such use complies with all terms of this License and does not violate any third-party rights. You may not sublicense these rights without express written permission from Talus Labs.
Your rights to use the Tallys Art are subject to significant restrictions designed to protect the Tallys intellectual property and brand. You may not use the Tallys Art in any manner that could harm, dilute, or damage the reputation or goodwill associated with Talus Labs or the Tallys brand. This includes, but is not limited to, using the Tallys Art in connection with hate speech, discrimination, violence, illegal activities, or other harmful content.
You are expressly prohibited from using any Talus Trademarks without prior written permission. This includes using the words "Tallys, " "Talus, " or any similar variations in any commercial names, domain names, social media accounts, or other business identifiers. You may not register or attempt to register any trademarks, copyrights, or other intellectual property rights related to Tallys or the Tallys Art.
The creation of new NFTs or NFT collections based on the Tallys Art is strictly prohibited. You may not mint, create, sell, or facilitate the creation of any new NFTs that incorporate, are derived from, or are substantially similar to the Tallys Art. This restriction applies regardless of the blockchain platform or technology used.
Any modifications or derivative works you create must clearly indicate that they are unofficial fan works and not officially associated with Talus Labs. You may not create or distribute any content that could cause confusion about your relationship with Talus Labs or suggest any endorsement by Talus Labs.
You may not combine your Tallys Art with intellectual property owned by third parties without obtaining all necessary permissions from such third parties. You are solely responsible for ensuring that any combined uses do not infringe any third-party rights.
Your ownership of a Tallys NFT provides you with specific licensed rights to the associated Tallys Art, but does not transfer ownership of any intellectual property rights. Talus Labs retains all right, title, and interest in and to the Tallys Art, Talus Trademarks, and all related intellectual property rights, including any modifications or improvements made by you or any third party.
The licenses granted in this Agreement are personal to you as the owner of the Tallys NFT and automatically transfer upon a valid sale or transfer of your Tallys NFT. Upon any transfer of your Tallys NFT, you must immediately cease all use of the associated Tallys Art, destroy any copies in your possession, and discontinue any commercial activities involving the Tallys Art. The new owner will receive the same rights and licenses detailed in this Agreement, provided they agree to be bound by its terms.
You may not transfer, assign, or sublicense any rights granted under this License separately from the Tallys NFT itself. Any attempt to transfer these rights separately from the Tallys NFT shall be null and void. Additionally, you may not rent, lease, lend, or otherwise grant temporary access to your rights under this License.
All goodwill arising from your use of the Tallys Art shall inure to the benefit of Talus Labs. You agree to take no action that could harm, damage, or dilute that goodwill.
This License automatically terminates if you breach any of its terms. Upon termination, you must cease all use of the Tally Art and destroy any copies or derivative works in your possession.
THE TALLY NFT AND TALLY ART ARE PROVIDED "AS IS " WITHOUT WARRANTIES OF ANY KIND. TALUS LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
This License shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law provisions.
For commercial use approvals, questions about this License, or any other inquiries regarding your rights under this License, please contact hi@talus.network. All commercial use requests must be submitted in writing and include detailed descriptions of the proposed use.
By acquiring a Tallys NFT, you acknowledge that you have read and understand this License and agree to be bound by its terms. If you do not agree to these terms, you should not purchase or acquire a Tallys NFT.