§ 1    
Scope; Definitions

1.1    0xNXT GmbH, c/o Omnicom Holding Germany GmbH, Königsallee 92, 40212 Düsseldorf, Germany, e-mail: gm@0xnxt.io, ("0xNXT") is an issuer of NFTs (as defined below). 

1.2    In cooperation with Mercedes-Benz Group AG (“MB”), 0xNXT intends to offer eligible persons to receive an NFT free of charge. To this end, it is required for the relevant recipient to have a Crypto Wallet (as defined below) as technical means to receive and hold NFTs. Therefore, 0xNXT or MB or its affiliated entities intend to donate Wallet Cards (as defined below) to Card Holders (as defined below). In connection with the Youba App (as defined below), Card Holders can activate such Wallet Cards which can then be used as a Crypto Wallet. Upon activation of the Wallet Card, 0xNXT automatically transfers an NFT to the Crypto Wallet. 

1.3    These Terms and Conditions apply to the donation of an NFT by 0xNXT to a Card Holder.

1.4    For purposes of these Terms and Conditions, unless the context otherwise requires, capitalized terms shall have the meanings set forth below:

• Artwork means a unique, indivisible digital content, stored in a decentralized filing system owned or licensed by 0xNXT to which an NFT inseparably relates and in which the NFT Owner acquires a license in accordance with these Terms and Conditions.
• Card Holder means the person to whom MB or its affiliated entities has personally issued a Wallet Card for use as a Crypto Wallet and for donation of an NFT in accordance with these Terms and Conditions.
• Crypto Wallet means an activated Wallet Card, which can be used as device for storing, sending and receiving crypto tokens with only the relevant Card Holder as custodian of the stored crypto tokens.
• NFT means non-fungible token, a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain, is interlinked to an Artwork as its reference object accessible via an URL, cannot be converted into other crypto assets and is primarily issued by 0xNXT to the Card Holder in accordance with these Terms and Conditions.
• NFT Owner means the Card Holder, to the extent and for as long as one or more NFTs are verifiably assigned to his or her Crypto Wallet by way of a corresponding entry on the blockchain after donation of an NFT in accordance with these Terms and Conditions.
• Secondary Marketplace means all digital marketplaces on which the Card Holder can trade and/or transfer NFTs he or she received originally from 0xNXT in accordance with these Terms and Conditions.
• Smart Contract means an automated computer instruction defined on the Ethereum blockchain and linked to the NFT.
• Wallet Card means a physical card (i) in which a microchip is embedded so that it can be – in accordance with the Youba T&Cs – activated using near-field communication technology in connection with the Youba App, (ii) which upon its activation can be used as a Crypto Wallet and (iii) which is issued by MB or its affiliated entities to the Card Holder.
• Youba means Yooba GmbH, An der Kreppe 3, 81667 Munich.
• Youba App means a freely available smartphone application offered by Youba, which is required to activate the Wallet Card as a Crypto Wallet.

§ 2    
NFT Donation

2.1    An agreement for the transfer of an NFT free of charge (“Donation Agreement”) concluded between 0xNXT and the Card Holder is subject to the following provisions:

a)    The Card Holder has downloaded the Youba App on his or her smartphone and created a free account by truthfully providing the information requested by Youba and agreeing to the terms and conditions of Youba (“Youba T&Cs”). The Card Holder herewith acknowledges that 0xNXT is not responsible for the content of the Youba T&Cs and is not involved in the contractual relationship between the Card Holder and Youba.

b)    The Card Holder has fully activated his or her Wallet Card as Crypto Wallet by following the instructions in the Youba App and tapping his or her smartphone to the Wallet Card using near field communication technology in connection with the Youba App.

2.2    By accepting these Terms and Conditions and move the slider “Slide to mint NFT” completely to the right within the Youba App, the Donation Agreement between Card Holder and 0xNXT is concluded.

2.3    Upon conclusion of the Donation Agreement, 0xNXT will perform the minting and will transfer an NFT to the Card Holder's Crypto Wallet on the basis of a corresponding Smart Contract. The NFT will be credited directly to the Card Holder's Crypto Wallet without being stored by 0xNXT in another crypto wallet beforehand. 

2.4    Upon transfer of the NFT to the relevant Card Holder's Crypto Wallet, the Donation Agreement shall be deemed fulfilled. 

2.5    The Card Holder is aware and acknowledges that the Donation Agreement relates to one NFT, which is not yet specified at the time of the conclusion of the Donation Agreement, and that he or she cannot select a specific Artwork associated with an NFT in advance.

2.6    The Card Holder is aware that the Wallet Card has been provided to him or her by MB and that the Youba App as well as the technology for setting up the Wallet Card as Crypto Wallet is provided solely by Youba. 0xNXT therefore does not assume any responsibility for the functionality or security of (i) the Wallet Card, (ii) the Crypto Wallet or (iii) any private cryptographic keys.

2.7    Neither 0xNXT nor MB or any of its affiliated entities (i) has a right or possibility whatsoever to access a Card Holder's Crypto Wallet or (ii) is obliged vis-à-vis a Card Holder to assure the safety of NFTs/crypto token stored in a Crypto Wallet.

§ 3     Function and Value of the NFT

3.1    Each NFT is unique, irreplaceable, and inextricably linked to a particular Artwork that the NFT references in its metadata stored on the blockchain. 

3.2    The Card Holder acknowledges that the NFT serves only as digital documentation of a limited ownership of rights with respect to the respective referenced Artwork and thus has only a digital documentation function. In particular, the NFT does not represent a currency, any means of payment, claims, shares, rights of use or any other benefits in or towards 0xNXT its affiliates or any third party. The NFT must not be used as a means of payment and/or settlement or for staking.

3.3    Furthermore, the Card Holder is aware that the Artwork linked to the NFT does not become his or her property through the acquisition of the NFT, but remains fully with 0xNXT and its licensors. 

3.4    Nevertheless, 0xNXT grants the Card Holder, who has become NFT Owner by transferring the NFT to his or her Crypto Wallet, the rights set forth in § 4.1 to the Artwork referenced by the respective NFT.

§ 4     Rights and Restrictions

4.1    To the extent and for as long as the Card Holder is NFT Owner after transfer of the NFT to his or her Crypto Wallet in accordance with § 2.3 and to the extent the Card Holder complies with these Terms and Conditions, 0xNXT grants the Card Holder the worldwide, non-exclusive, revocable, non-sublicensable and non-relicensable right to use the Artwork referenced by the NFT only for:

• private, non-commercial purposes, such as for display on private end devices; and 
• the purpose of promotion and sale on a Secondary Marketplace.

4.2    In particular, the Card Holder is prohibited, even beyond the duration of the license, to: 

• modify the NFT or the linked Artworks in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the NFT or the linked Artwork;
• to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the NFT or the linked Artwork; 
• use the NFT or the linked Artwork for commercial purposes, including advertising or promoting any product or service;
• attempt to register the Artwork for the purchased NFT as trademarks or copy-rights or otherwise acquiring additional intellectual property rights in the Artworks;
• mint additional NFT using/in connection with the Artwork;
• use the Artwork in a manner that could damage the reputation of 0xNXT, its affiliates or licensors; and
• use the NFT or the Artwork in connection with any illegal activity, including but not limited to money laundering or fraud.

4.3    The license shall terminate and all the rights set forth in § 4.1 to the respective Artwork shall immediately revert to 0xNXT:

• as soon as the Card Holder is no longer the NFT Owner, i.e. the NFT is no longer assigned to the Card Holder's Crypto Wallet by way of a corresponding entry on the Ethereum blockchain, in particular in the event of the sale of the NFT on a Secondary Marketplace in accordance with the provisions of § 5; and/or
• as soon as the Card Holder violates these Terms and Conditions, in particular by exceeding the rights of use granted to him or her in respect of the Art-works or by violating the Restrictions pursuant to § 4.2.

§ 5    
Resale on Secondary Marketplaces

5.1    0xNXT is the issuer of the NFTs and distributes them in its own name and for its own account. 0xNXT expressly does not engage in redemption, repurchase or secondary trading of the NFT on Secondary Marketplaces and does not facilitate any such activities.

5.2    Nevertheless, to the extent and for as long as the Card Holder is the NFT Owner and has the rights and obligations set forth in § 4.1 upon acquisition of the NFT, the Card Holder shall be entitled to resell the NFT on a Secondary Marketplace. 

5.3    The Card Holder acknowledges and agrees that if the NFT is transferred on a Secondary Marketplace, 0xNXT will receive a revenue share of the NFT selling price realized by the Card Holder ("Resale Fee"). The Resale Fee shall be 3.5% of the NFT selling price realized by the Card Holder. It is specified in the respective Smart Contract, so that upon any sale of the NFT on a Secondary Marketplace an automatic transfer of the Resale Fee takes place directly to 0xNXT also in case of any further subsequent sales of the NFT between other parties.

5.4    If the Card Holder resells an NFT via a Secondary Marketplace, the Card Holder shall:

• comply with all laws and regulations in force at the time of the sale;
• comply with the terms and conditions applicable on the respective Secondary Marketplace; and
• make the purchaser aware of the "End User License" attached to these Terms of Use as Exhibit 1 and also available at the following link (https://nxt.mercedes-benz.com/terms-of-use-mercedes-benz-nxt-eternities), and to effectively incorporate it into the purchase agreement with the purchaser by linking or by other provision, to ensure that, in accordance with the End User License, the purchaser will:
  • become the new holder of a license to the Artwork referenced by the NFT;
  • agree to the transfer of the Resale Fee to 0xNXT upon a further resale of the NFT by the purchaser to a third party; and
  • be obliged to incorporate the End User License in his or her purchase agreement in case of a further resale of the NFT.

§ 6    
Liability and Warranty

6.1    0xNXT shall only be liable for breach of its obligations under or in connection with the Donation Agreement if such breach is based on intent or gross negligence. 

6.2    The statutory liability provisions for the donation of property and rights shall apply.

§ 7    
Regulatory Requirements

0xNXT reserves the right to modify or terminate any activities or services under or in relation with the transfer of NFTs according to these Terms and Conditions, if required by mandatory law, including any requirements under financial regulatory law, or as requested by public authorities. The Card Holder acknowledges that the legal framework for NFTs and related services may be subject to changes of applicable law and/or administrative practice as applied by public authorities.

§ 8    
Final Provisions

8.1    Should individual provisions of these Terms and Conditions be invalid or unenforceable in whole or in part, this shall not affect the validity of the remainder of the Donation Agreement. The invalid or unenforceable provisions shall be replaced by the statutory provisions, if any. 

8.2    In the event of any conflict between these Terms and Conditions and mandatory applicable provisions of the Card Holder's country of residence, in particular with regard to consumer protection laws, the latter shall prevail.

8.3    These Terms and Conditions and the legal relationship arising between 0xNXT and the Card Holder in connection with the Donation Agreement shall be governed exclusively by the material laws of the Federal Republic of Germany (including EU law), to the exclusion of German conflict of laws provisions and to the exclusion of all international and supranational (contractual) legal systems. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the country in which the Card Holder has his or her habitual residence as a consumer, shall remain unaffected.

8.4    If the Card Holder is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms and Conditions and/or with regard to the validity of these Terms and Conditions shall be Düsseldorf.

8.5    The European Commission provides a platform for online dispute resolution at http://ec.europa.eu/consumers/odr/. 0xNXT is not obliged or willing to participate in dispute resolution proceedings before a consumer arbitration board.

***
Status: [28.07.2023]

§ 1    
Definitions

1.1    Artwork means a unique, indivisible digital content, stored in a decentralized filing system owned or licensed by 0xNXT GmbH (“0xNXT”) to which an NFT inseparably relates.

1.2    End User means any natural or legal person who has acquired an NFT based on a valid, lawful and fully paid transaction, as long as the NFT is verifiably assigned to his or her crypto wallet by way of corresponding entry on the Ethereum blockchain.

1.3    NFT means non-fungible token, a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain, is linked to an Artwork as its reference object accessible via an URL, cannot be converted into other crypto assets and has originally been minted and issued by 0xNXT.

1.4    Secondary Marketplace means all digital marketplaces on which NFTs can be traded and/or transferred.

§ 2    
Ownership

2.1    You understand that the NFT serves only as digital documentation of a limited ownership of rights with respect to the particular referenced Artwork, and thus has only a digital documentation function. In particular: (i) the NFT does not represent any means of payment, claims, participations, rights of use or other benefits in or towards 0xNXT or any other company; (ii) cannot be converted into other crypto assets; and (iii) must not be used as a means of payment, settlement and/or for staking.

2.2    You are also aware that the Artwork referenced by the NFT does not become your property through the purchase of the NFT, but remains in its entirety with 0xNXT and its licensors. 

2.3    Nevertheless, 0xNXT grants you, in accordance with § 3.1 End User License the rights of use conclusively listed therein to the Artwork referenced by the NFT.

§ 3    
Rights and Restrictions

3.1    To the extent and for as long as you are an End User and to the extent and for as long as you comply with this End User License, 0xNXT grants you a worldwide, non-exclusive, revocable non-sublicensable and non-relicensable right to use the Art-work referenced by the NFT only for:

• private, non-commercial purposes, such as for display on private end devices; and 
• the purpose of promotion and sale on a Secondary Marketplace.

3.2    In particular, you are prohibited, even beyond the duration of the license, to: 

• modify the NFTs or the linked Artworks in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the NFT or the linked Artworks;
• to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the NFTs or the linked Artworks; 
• use the NFTs or the linked Artworks for commercial purposes, including ad-vertising or promoting any product or service;
• attempt to register the Artworks for the purchased NFTs as trademarks or copyrights or otherwise acquiring additional intellectual property rights in the Artworks;
• mint additional NFTs using/in connection with the Artworks;
• use the Artworks in a manner that could damage the reputation of 0xNXT, its affiliates or licensors; and
• use the NFTs or the Artworks in connection with any illegal activity, including but not limited to money laundering or fraud.

3.3    The license ends and all rights set forth in § 3.1 End User License of the respective Artwork shall immediately revert to 0xNXT: 

• as soon as you are no longer an End User, i.e. the NFT is no longer assigned to your crypto wallet by corresponding entry on the Ethereum blockchain, in particular in the event of a transfer of the NFT in accordance with § 4 End User License; and/or
• as soon as you violate this End User License, in particular by exceeding the rights of use granted to you for the Artwork linked to the NFT or by violating the restrictions according to § 3.2 End User License.

§ 4    
Transfer of NFT

4.1        As an End User, you are entitled to resell the NFT on Secondary Marketplaces.

4.2    You acknowledge and agree that if you transfer the NFT on a Secondary Marketplace, 0xNXT will receive a revenue share of the NFT selling price realized by you ("Resale Fee"). The Resale Fee shall be 3.5% of the NFT selling price realized by you. It is specified in the respective Smart Contract, so that upon any sale of the NFT on a Secondary Marketplace an automatic transfer of the Resale Fee takes place directly to 0xNXT also in case of any further subsequent sales of the NFT between other parties.

4.3    If you as an End User resell an NFT on a Secondary Marketplace, you shall:

• comply with all laws and regulations in force at the time of the sale;
• comply with the terms and conditions applicable on the respective Secondary Marketplace; and
• make the purchaser aware of this End User License, (available at the following link: https://nxt.mercedes-benz.com/terms-of-use-mercedes-benz-nxt-eternities) and effectively incorporate it into the purchase agreement with the purchaser by linking or by other provision, to ensure that, in accordance with this End User License, the purchaser will: 
  • become the new holder of a license to the Artwork referenced by the NFT under this End User License;
  • agree to the transfer of the Resale Fee to 0xNXT upon a further resale of the NFT by the purchaser to a third party; and
  • be obliged to incorporate the End User License in his or her purchase agreement in case of a further resale of the NFT.

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