PLEASE READ THESE TERMS AND CONDITIONS ( "TERMS ") CAREFULLY AS THEY GOVERN YOUR PURCHASE, OWNERSHIP, AND USE OF THE TALLYS NON-FUNGIBLE TOKENS ( "TALLYS NFT(s) ") OFFERED BY TALLYSS, LLC A WHOLLY OWNED SUBSIDIARY OF TALUS LABS, INC. (TOGETHER WITH TALLYS, LLC AND TALUS LABS, INC. "TALUS, " "COMPANY, " "WE, " OR "US ").
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TALUS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 "DISPUTE RESOLUTION " BELOW FOR DETAILS REGARDING ARBITRATION.
IMPORTANT NOTICE: BY PURCHASING, OWNING, OR USING A TALLYS NFT, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OR THE LICENSE AGREEMENT, DO NOT PURCHASE OR USE A TALLYS NFT.
"Content " means any content, materials, artwork, designs, logos, names, marks, and other intellectual property associated with Tallys NFTs. "Digital Wallet " means a software-based system that allows you to store, send, and receive digital assets on the Sui blockchain. "License Agreement " means the separate agreement governing the intellectual property rights and licenses associated with Tallys NFTs, available at [Insert Hyperlink to License Page]. "Smart Contract " means the software deployed on the Sui blockchain that governs the creation, ownership, and transferability of Tallys NFTs. "Sui " means the Sui blockchain network protocol and its associated native cryptocurrency.
You must be at least eighteen (18) years old to purchase, own, or use a Tallys NFT. You represent and warrant that you have the legal capacity to agree to these Terms and that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United States Security Council, the U.S. Government (including the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its member states, or other applicable government authority. Furthermore, you represent that you are not located in any country subject to a comprehensive sanctions program implemented by the United States, and that your purchase and use of Tallys NFTs complies with all applicable laws and regulations in your jurisdiction. You also represent that you have sufficient understanding of blockchain technology, digital assets, and non-fungible tokens to understand these Terms and the risks associated with Tallys NFTs.
If you are accessing or using Tallys NFTs on behalf of a legal entity, you represent and warrant that the entity is duly organized and validly existing under applicable laws, that you have the right, power, and authority to act on behalf of the entity, and that both you and the entity will be bound by these Terms.
Tallys NFTs are digital collectibles representing membership in the Talus community and your place in the movement to build decentralized AI Agents on the Sui blockchain. The NFTs serve as digital collectibles on the Sui blockchain, proof of membership in the Talus community, and access tokens for certain benefits and utilities as described in Section 6. You acknowledge that Tallys NFTs are not securities or investment products, financial instruments, or guaranteed to have or maintain any particular value. Furthermore, they are not guaranteed to provide any particular benefits or utilities beyond those explicitly stated in these Terms.
Each wallet address is limited to minting 2 Tallys NFTs. To mint a Tallys NFT, you must connect a compatible Digital Wallet to our minting interface, have sufficient SUI tokens to cover the mint price and associated transaction fees, and complete the minting process through our authorized minting interface. You must also follow any additional instructions or requirements provided by Talus. The artwork associated with Tallys NFTs will be revealed at a date to be determined by Talus in its sole discretion. Talus reserves the right to modify the minting process, change the mint price, pause or stop the minting process, reject any mint attempt, and limit the total supply of Tallys NFTs at any time and for any reason.
When you purchase a Tallys NFT, you own the non-fungible token itself as recorded on the Sui blockchain and receive a license to use the associated Content as specified in our License Agreement available at https://tallys.talus.network/license. You acknowledge that you have read and agree to the License Agreement, which is incorporated into these Terms by reference. Any use of Tallys NFTs must comply with both these Terms and the License Agreement. Ownership of a Tallys NFT does not include ownership of the underlying Content, Smart Contract, the Talus brand, or any associated intellectual property, nor any rights not explicitly granted in these Terms and the License Agreement. The scope of your rights and licenses related to your Tallys NFT is exclusively defined by the License Agreement.
The Content associated with Tallys NFTs is stored using IPFS (InterPlanetary File System) or similar decentralized storage systems. You acknowledge that Talus makes no guarantees regarding the permanent availability or accessibility of such Content, and that the Content may become inaccessible due to technical failures, changes in protocols, or other factors outside Talus's control. You are responsible for maintaining your own copies of any Content you wish to preserve. All intellectual property rights in the Content, Smart Contract, and related materials are owned by Talus and are protected by applicable intellectual property laws. The rights granted to you through ownership of a Tallys NFT are limited to those explicitly stated in the License Agreement.
Tallys NFT ownership may provide access to certain benefits, which may include access to private community channels, early access to Talus products, participation in community events, and other community perks as determined by Talus. Regarding these benefits and utilities, Talus reserves the right to modify, add, or remove benefits at any time in its sole discretion. Benefits are subject to availability and may be limited in duration or quantity. Some benefits may require additional terms, conditions, or registrations. Benefits are non-transferable unless explicitly stated otherwise, and Talus makes no guarantees regarding the continued availability of any benefits. Talus is under no obligation to fulfill or continue these Benefits and any benefits or utility are provided at the sole discretion of the Company.
After minting, your Tallys NFT will be stored in your personal kiosk or wallet on the Sui blockchain. You may view and trade your Tallys NFT through authorized NFT marketplaces on the Sui network, compatible wallet NFT galleries, and other platforms. Secondary market transactions must comply with these Terms and the License Agreement, are subject to any applicable laws and regulations, may be subject to fees or royalties as specified in the Smart Contract, and are conducted at your own risk. Prohibited transactions include sales or transfers to persons who do not meet the eligibility requirements, transactions that violate applicable laws or regulations, sales or transfers through unauthorized platforms, and any transaction intended to circumvent these Terms or the License Agreement.
Tallys NFTs may be purchased, sold, and/or traded on third-party marketplaces or exchange sites (such transactions, "Secondary Transactions "). Secondary Transactions will be subject to the terms and conditions of such sites. All Secondary Transactions of Tallys NFTs are subject to a one percent (1%) royalty payable to Talus. This royalty is automatically enforced by the Smart Contract and applies to the gross sale price of any Secondary Transaction. You acknowledge and agree that any attempt to circumvent this royalty mechanism would constitute a breach of these Terms.
Talus is not a party to any Secondary Transaction beyond the receipt of applicable royalties. We make no guarantee about the availability or functionality of any third-party marketplace sites and your use of such sites are at your own risk. We have no liability to you or to any third party for any claims or damages that may arise as a result of your Secondary Transactions or use of such external sites. Unless otherwise stated by us, you will be solely responsible to pay any and all income, capital gains, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes ") associated with Tallys NFTs purchased or otherwise received by you (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, receipt or sale of a Tallys NFT).
In the event that there are any changes to the operating rules of the underlying software protocol of the Sui blockchain network that results in two different branches of the relevant blockchain network, the parties acknowledge and agree that Talus may, in its sole discretion, decide whether or not to support (or cease supporting) the Tallys NFTs on either branch of the forked software protocol entirely. You acknowledge and agree that we assume no liability, obligation, or responsibility whatsoever in respect to the operation of underlying software protocols or an unsupported branch of a forked software protocol, and you acknowledge and assume the risk of the same.
The website is provided on an AS IS and AS AVAILABLE basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Company makes no warranty that the functionality of the website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive. You expressly agree that your use of the website is at your sole risk.
Company makes no representations or warranties of any kind, express or implied, as to the Company products included on the website or as to any physical products being offered to you. To the fullest extent permissible by applicable law, Company disclaims all warranties, express or implied, including but not limited to implied warranties of quality, merchantability, fitness for a particular purpose and noninfringement, and there are no warranties, express or implied, which extend beyond the description of the merchandise. Company will not be liable for damages of any kind arising from the products, including but not limited to direct, indirect, incidental, punitive and consequential damages, loss of profit, revenue, opportunity, or data. This disclaimer of liability applies, without limitation, to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action (including extra-contractual liability). If you are dissatisfied with the website, your sole remedy is to discontinue use of the website.
In addition to the foregoing general disclaimer, you acknowledge and understand that there are significant technological risks associated with blockchain technology and NFTs. These emerging technologies carry inherent risks, including but not limited to the possibility that smart contracts may contain bugs, vulnerabilities, or other issues. Digital wallets may be compromised or lost, and blockchain networks, including the Sui blockchain, may experience delays, congestion, or failures. The Sui blockchain may undergo changes that could affect Tallys NFTs in ways that cannot be anticipated or controlled by Talus.
You further acknowledge the economic risks inherent in digital asset and NFT ownership and trading. The value of digital assets and NFTs in general can be extremely volatile, and Tallys NFTs may decrease significantly in value or become worthless. Trading in NFTs involves substantial risk of loss, and there is no guarantee of liquidity or ability to sell your Tallys NFT at any particular time or for any particular price. You acknowledge and agree the Tallys NFTs are not intended to be investments but are only digital collectibles.
The regulatory landscape for NFTs and blockchain technology is subject to evolving laws and regulations. Future regulatory changes may impact the status, legality, or functionality of Tallys NFTs. Compliance with applicable laws may require changes to Tallys NFTs or these Terms, and such changes may materially affect the value or utility of your Tallys NFT.
Technical access to your Tallys NFT may be affected by various factors beyond Talus's control. Technical complications may prevent access to or transfer of your Tallys NFT, and loss of private keys or wallet access may result in permanent loss of access to your Tallys NFT. Additionally, metadata and Content associated with your Tallys NFT may become inaccessible due to technical failures or changes in underlying protocols or storage systems.
DISCLAIMER OF WARRANTIES: TALLYS NFTs ARE PROVIDED "AS IS " AND "AS AVAILABLE " WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TALUS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY OF DATA, AND SYSTEM INTEGRATION. This disclaimer constitutes an essential part of these Terms, and no use of any Tallys NFT is authorized under these Terms except under this disclaimer.
Your use of Tallys NFTs is subject to certain restrictions and requirements regarding your conduct. You agree not to use Tallys NFTs for any illegal purpose or in any manner that would infringe or violate the intellectual property rights of Talus or any third party. You must not manipulate the price or market for Tallys NFTs, including engaging in wash trading or other deceptive trading practices. Furthermore, you are prohibited from using Tallys NFTs to harass, abuse, or harm others, or to attempt to circumvent any technical measures or restrictions implemented by Talus.
You agree to respect the technical integrity of the Tallys NFT system and Smart Contract. This includes refraining from any attempts to interfere with the proper functioning of the Smart Contract or related systems. You may not create derivative works from Tallys NFTs except as explicitly permitted by the License Agreement. Additionally, you are prohibited from reverse engineering or decompiling the Smart Contract, attempting to modify or tamper with the Smart Contract, using automated systems or scripts to interact with Tallys NFTs, or attempting to bypass any security measures put in place by Talus.
Any violation of these conduct restrictions may result in termination of your rights under these Terms and may subject you to legal action by Talus or other affected parties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALUS SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, LOSS OF GOODWILL, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO YOUR USE OF TALLYS NFTs OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL TALUS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF TALLYS NFTs EXCEED THE LESSER OF (I) THE AMOUNT YOU PAID FOR YOUR TALLYS NFT, OR (II) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The above limitations shall not apply to liability arising from gross negligence or willful misconduct, or any other liability that cannot be excluded by law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This limitation of liability section applies to the maximum extent permitted by law.
You agree to indemnify, defend, and hold harmless Talus and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms or the License Agreement, your use of Tallys NFTs, your violation of any law or regulation, your violation of any third-party rights, or any claims brought by third parties relating to your actions. Talus reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the defense of such claim.
These Terms commence upon your purchase or acquisition of a Tallys NFT and continue until terminated. Talus may terminate or suspend your rights under these Terms for your breach of these Terms, if required by law, or if continued provision of services becomes impractical. Upon termination, your rights under these Terms will cease, you must discontinue use of any benefits or utilities, and sections that by their nature should survive will survive.
Talus may collect and process personal data as described in our Privacy Policy, including wallet addresses, transaction data, usage information, and communication data. This data may be used to provide and improve services, comply with legal obligations, prevent fraud or abuse, and communicate with users. Your use of Tallys NFTs constitutes acceptance of our data collection and processing practices as described in our Privacy Policy.
Talus reserves the right to modify these Terms at any time in its sole discretion. Any changes will be effective immediately upon posting the updated Terms. Your continued use of a Tallys NFT following any modification constitutes acceptance of those modifications. It is your responsibility to regularly review these Terms to stay informed of any changes.
These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. You agree that any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.
Any dispute, claim, or controversy arising out of or relating to these Terms or Tallys NFTs shall be settled by binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with AAA Consumer Arbitration Rules. The arbitration shall take place in Delaware, and judgment on the award may be entered in any court of competent jurisdiction. You and Talus agree that any arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative action. Any claim or dispute must be filed within one (1) year after the occurrence of the event giving rise to such claim or dispute.
These Terms, together with the License Agreement and any other agreements expressly incorporated herein by reference, constitute the sole and entire agreement between you and Talus regarding Tallys NFTs. If any provision of these Terms is held invalid or unenforceable, such provision shall be revised to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign or transfer any rights hereunder without Talus's prior written consent, and any attempted assignment or transfer in violation hereof shall be null and void. Talus may assign its rights and obligations under these Terms, in whole or in part, without your consent.