Submitted by timo_admin on

Terms and Conditions

§1 
Scope; Definitions

 

1.1 0xNXT GmbH, c/o Omnicom Holding Germany GmbH, Königsallee 92, 40212 Düsseldorf, Germany, gm@0xnxt.io, ("0xNXT") operates a platform for the primary issuance of Artworks (as defined below), related NFTs (as defined below) ("NFT Platform") by way of sale and donation under the domain https://nxt.mercedes-benz.com or on dedicated landing pages to Users (as defined below). 0xNXT neither facilitates secondary trading of Artworks or NFTs nor sales to entrepreneurs in the meaning of § 14 German Civil Code (Bürgerliches Gesetzbuch).

 

1.2 For purposes of the following 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.
  • Donation Agreement means an agreement between a Mint Pass Owner and 0xNXT for the transfer of an NFT free of charge from 0xNXT to the Mint Pass Owner that may be entered into during each Mint on the NFT Platform in accordance with § 5.
  • Gas Fees means a fee to cover the cost of processing of transactions on the Ethereum blockchain for the creation and transfer of NFTs or Mint Passes, which is dependent on the complexity and priority of the transaction as well as the current traffic on the blockchain to be paid by the User in accordance with these Terms and Conditions.
  • Issued NFT means an NFT that has already been minted and issued by 0xNXT or in cooperation with 0xNXT to customers as part of the drops to the collections "Maschine" and "Eternities". 
  • Mint means one of seven time-limited processes of issuing a pre-defined number of NFTs of the collection named “Mercedes-Benz 0xNXT Icons” carried out by 0xNXT, where the NFTs are created and minted in execution of a corresponding contract with the User.
  • Mint Pass means a non-fungible token, i.e. a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain used as a digital documentation of the Mint Pass Owner’s eligibility to enter into a Donation Agreement.
  • Mint Pass Owner means a User to the extent and for as long as one or more Mint Passes are verifiably assigned to his/her Wallet by way of a corresponding entry on the Ethereum blockchain.
  • 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 sold or donated via the NFT Platform by 0xNXT as primary issuer. 
  • NFT Owner means any User to the extent and for as long as one or more NFTs are verifiably assigned to his/her Wallet by way of a corresponding entry on the blockchain in fulfillment of a Purchase Agreement or a Donation Agreement concluded in accordance with these Terms and Conditions.
  • Secondary Marketplace means all digital marketplaces on which Users can trade and/or transfer NFTs he/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.
  • Purchase Agreement means an agreement between the User and 0xNXT for the transfer of one or more NFTs from 0xNXT to the User against payment of a purchase price in the cryptocurrency Ether (ETH) that may be entered into during each Mint on the NFT Platform in accordance with § 4.
  • User means any person who is a consumer within the meaning of § 13 German Civil Code, i.e. who concludes a legal transaction for purposes which can predominantly be attributed neither to his/her commercial nor to his/her independent professional activity, and uses the NFT Platform in accordance with these Terms and Conditions.
  • Wallet means a software application for storing, sending and receiving cryptocurrencies and tokens, which is provided to the User by a third-party provider and for which the User is solely responsible.

 

1.3 These Terms and Conditions apply (i) to the use of the NFT Platform by the User under an agreement between 0xNXT and the User on his/her use of the NFT Platform (“Platform Usage Agreement”), (ii) to the primary transfer of NFTs from 0xNXT to the User by way of Purchase Agreements or Donation Agreements and (iii) to the transfer of Mint Passes from 0xNXT to the User by way of Mint Pass Agreements. These agreements will be concluded in the English language. The text of the agreements will be stored on the NFT Platform, however it will not remain available to the User.

 

1.4 Use of the full functionality of the NFT Platform and the ability to obtain NFTs from 0xNXT on the NFT Platform requires that a User holds a Wallet or sets up a new Wallet (e.g. via Thirdweb Inc. via the NFT Platform – please see our Privacy Policy for details).

 

§2
Use of the NFT Platform by the User

2.1 A prerequisite for the use of the NFT Platform by the User is the technical linking of his/her Wallet with the NFT Platform. This is done by clicking on the "Connect Wallet" button, specifying the Wallet address and granting access rights to the public key of the Wallet. 0xNXT has no access to and does not store or manage Users' private cryptographic keys or NFTs.

 

2.2 The Platform Usage Agreement comes into effect by a contract offer of the User through clicking on the “Connect Wallet” button and its acceptance by 0xNXT through confirming the successful linking of the Wallet by displaying the User’s Wallet address on the top right of the website.

 

2.3 The User may temporarily unlink his/her Wallet from the NFT Platform by clicking on the User’s displayed wallet address at the top of the website, then clicking on “Disconnect” in the dropdown menu as well as again in the following pop-up window on the NFT Platform. For a permanent termination of the access rights of the NFT Platform to the public key of the linked Wallet of the User, the User must cancel these access rights at his/her third-party wallet provider.

 

2.4 0xNXT is entitled to completely or partially dissolve the link of a User's Wallet to the NFT Platform and to block the relevant Wallet address and/or to suspend the provision of services in accordance with these Terms and Conditions for the benefit of the User of the relevant Wallet address, if facts suggest that a violation of these Terms and Conditions by the User has occurred or such blocking is required due to legal requirements.

 

2.5 The User is aware that the Wallet linked by him or her to the NFT Platform is provided to him or her by a third-party wallet provider. 0xNXT therefore does not assume any responsibility for the functionality or security of the Wallet, private cryptographic keys or NFTs.

 

2.6 The User is responsible for all acts of use as well as all transactions happening via their Wallet on the NFT Platform, independent of the person initiating the respective action.

 

2.7 The User shall be solely responsible for ensuring that no unauthorized third parties use the NFT Platform using the Wallet linked by him or her to the NFT Platform and shall take appropriate measures to protect his/her Wallet and the access to the NFT Platform from access by third parties. 0xNXT is not responsible for the accessibility and usability of the Wallet by the User and is not able to restore NFTs if the User has lost access to his/her Wallet.

 

2.8 Furthermore, the User is obliged to refrain from all actions that could endanger the security and stability of the NFT Platform, in particular not to retrieve information or data without authorization, not to interfere with the software of the NFT Platform, not to penetrate data networks of 0xNXT or its subcontractors and not to transmit viruses, Trojans or other malware.

 

2.9 The User shall be responsible to 0xNXT to the same extent as for its own acts or omissions for all acts and omissions of third parties acting on its behalf as well as of third parties to whom the User enables the use of the NFT Platform. In particular, the User shall be fully responsible for ensuring that third parties to whom the User enables the use of the NFT Platform also fully comply with these Terms and Conditions.

 

2.10 The User acknowledges that 0xNXT, its subcontractors and licensors are fully entitled to all trademark and other identification rights, other intellectual property rights and copyrights to the NFT Platform as well as content and information provided by 0xNXT on the NFT Platform. The User warrants to comply with all applicable laws, including, without limitation, trademark, copyright and data protection laws, when using the NFT Platform and when using any other services provided to the User in this context.

 

§3
Provision of the NFT Platform by 0xNXT

3.1 0xNXT shall use commercially reasonable efforts to provide access to the NFT Platform to the User with its then-current functionalities. However, the User is aware and acknowledges that the NFT Platform or specific parts or functionalities of the NFT Platform might no longer be accessible after the Mint is completed.

 

3.2 0xNXT operates the NFT Platform as a standard service for a large number of Users and therefore makes it available to the User in its respective generally provided version.

 

3.3 Unless expressly agreed otherwise or unless a different contractual classification is required by mandatory law, 0xNXT shall provide all its services to the User as services.

 

3.4 0xNXT may use its affiliates and any other subcontractors in the performance of its services under or in connection with these Terms and Conditions.

 

§ 4
Purchase of NFTs via the NFT Platform

4.1 During each Mint, the User can purchase a predefined number of NFTs on the NFT Platform on the basis of Purchase Agreements. Purchase Agreements will be concluded either through a fixed price sale or through a "Dutch auction". 0xNXT will announce on the NFT platform in advance of each Mint which of the two purchase procedures will be used.

 

4.2 If a Dutch auction takes place, the following shall apply:

 

4.2.1 The price at which NFTs of a Mint can be purchased, decreases from a pre-defined starting price until all NFTs are sold out ("Clearance Price") if not a pre-defined final price ("End Price") is reached before. The time intervals until the next price reduction and the amount of the price reduction are linear and are displayed to the User within the respective Mint.

 

4.2.2 The Clearance Price or End Price, respectively, displayed in ETH is inclusive of all applicable taxes, but exclusive of any displayed Gas Fees applicable to the transaction and to be paid by the User.

 

4.2.3 By pressing the "Buy now" button and selecting the desired number of NFTs, the User submits an offer to purchase one or more NFTs at the purchase price per NFT valid at the time of his/her offer at maximum (“Purchase Price”). For clarification: the Purchase Price may be slightly lower than the price displayed at the time the User submits the offer.

 

4.2.4 Regardless of the Purchase Price, all buyers of an NFT Mint shall receive their NFTs at the same price. If and to the extent that the User has not concluded his/her purchase at the Clearance Price or End Price, respectively, 0xNXT offers to refund the User the difference to the Purchase Price paid by the User. In order to do so, the User shall request the refund by pressing “Claim Now” after the Mint is completed. The difference will be refunded to the User.

 

4.2.5 In the event that NFTs are still available after the Mint closes, the remaining NFTs may be purchased at the End Price without time limit.

 

4.3 If a fixed price sale takes place, the following shall apply:

 

4.3.1 The price at which NFTs can be purchased is displayed to the User in the respective Mint and remains unchanged during the entire Mint ("Fixed Price").

 

4.3.2 The Fixed Price displayed in ETH or EUR (depending on payment method the User selects) is inclusive of all applicable taxes, but exclusive of any displayed Gas Fees applicable to the transaction and to be paid by the User.

 

4.3.3 By pressing the "Buy now" or “Get your collectible” button, the User submits an offer to purchase one or more NFTs at the Fixed Price per NFT.

 

4.4 0xNXT reserves the right to offer discounts on the Fixed Price based on specific criteria and / or structuring the Mint of NFTs into different phases, where specific Users are eligible to enter into a Purchase Agreement per phase. In such cases, 0xNXT will announce the specific details on eligibility for discounts and / or minting in specific phases in advance on the NFT Platform. 

 

4.5 Per Wallet linked to the NFT Platform, a maximum of NFTs can be purchased. The specific limit for each Mint will be communicated by 0xNXT beforehand on the NFT Platform and communication channels and 0xNXT reserves the right to change the number of NFTs available per Wallet linked to the NFT Platform for future Mints.

 

4.6 The User must subsequently confirm the Offering Price or Fixed Price including the applicable Gas Fees, which is to be paid by the User, to his/her third-party Wallet provider within an external pop-up window. The User is aware that he/she must pay the Gas Fees in addition to the applicable Offering Price or Fixed Price and that the amount of the Gas Fees to be paid by the User depends on various factors, such as the traffic on the Ethereum blockchain, and is therefore subject to fluctuations.

 

4.7 The User is aware and acknowledges that his/her offer relates to one or more NFTs from the respective Mint which are not specified at this point in time and that he/she cannot select a specific Artwork associated with an NFT in advance.

 

4.8 0xNXT will accept the User’s purchase offer subject to the condition that (i) the User holds a sufficient amount of ETH in his/her Wallet covering the Offering Price or Fixed Price including the accruing Gas Fees to be paid by the User (if the User decides to pay with ETH) and (ii) has accepted the Terms and Conditions.

 

4.9 0xNXT will inform the User without undue delay via the NFT Platform whether the Purchase Agreement has been concluded. Following the successful conclusion of the Purchase Agreement, 0xNXT will perform the minting and transfer the NFT to the User's Wallet. The NFT is directly credited to the User's Wallet without being stored by 0xNXT on another crypto wallet beforehand.

 

§5
Donation of NFTs via the NFT Platform

5.1 Instead of purchasing NFTs, a User who has become a Mint Pass Owner in accordance with § 9 can also obtain NFTs on the NFT Platform by way of Donation Agreements in accordance with the following provisions of this § 5.

 

5.2 During each Mint, an overview of the Mint Passes owned by the Mint Pass Owner is displayed. By selecting the Mint Pass and completing the check-out process by initiating the transaction, the Mint Pass Owner submits an offer to conclude a Donation Agreement.

 

5.3 The Mint Pass Owner subsequently shall confirm the applicable Gas Fees, which is to be paid by him/her, to his/her third-party Wallet provider within an external pop-up window. The Mint Pass Owner is aware that he/she shall pay the Gas Fees and that the amount of the Gas Fees depends on various factors, such as the traffic on the Ethereum blockchain, and is therefore subject to fluctuations.

 

5.4 The Mint Pass Owner is aware and acknowledges that his/her offer relates to one NFT from the respective Mint which is not specified at this point in time and that he/she cannot select a specific Artwork associated with an NFT in advance.

 

5.5 0xNXT will accept the Mint Pass Owner’s offer subject to the condition that the Mint Pass Owner (i) holds a sufficient amount of ETH in his/her Wallet to cover the accruing Gas Fees to be paid by the Mint Pass Owner (if the User decides to pay with ETH) and (ii) has accepted the Terms and Conditions.

 

5.6 0xNXT will inform the Mint Pass Owner without undue delay via the NFT Platform about receipt of his/her offer and whether 0xNXT has accepted it. Following the successful conclusion of the Donation Agreement, (i) the respective Mint Pass is removed from the Mint Pass Owner’s Wallet, is deemed devalued and no longer serves as documentation of the Mint Pass Owner’s eligibility to enter into a Donation Agreement and (ii) 0xNXT will perform the minting and transfer the relevant NFT to the Mint Pass Owner’s Wallet. The NFT is directly credited to the Mint Pass Owner’s Wallet without being stored by 0xNXT on another crypto wallet beforehand. Upon transfer of the NFT to the Mint Pass Owner’s Wallet, the Donation Agreement shall be deemed fulfilled.

 

§6
Function and Value of NFTs

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

 

6.2 The User acknowledges that the NFTs serve only as digital documentation of a limited ownership of rights with respect to the respective referenced Artwork and thus have only a digital documentation function. In particular, the NFTs do 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 NFTs must not be used as a means of payment and/or settlement or for staking.

 

6.3 Furthermore, the User is aware that the Artworks linked to the NFTs do not become his/her property through the acquisition of NFTs, but remains fully with 0xNXT and its licensors.

 

6.4 Nevertheless, 0xNXT grants the User, who has become NFT Owner by transferring the NFT to his/her Wallet in accordance with § 4.9, the rights set forth in § 7.1 to the Artwork referenced by the respective NFT.

 

§7
Rights and Restrictions of NFT Owners

7.1 To the extent and for as long as the User is NFT Owner and to the extent the User complies with these Terms and Conditions, 0xNXT grants the User 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.

 

7.2 In particular, the User is 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 NFTs 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 advertising or promoting any product or service;
  • attempt to register the Artworks for the purchased or donated 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.

 

7.3 The license shall terminate and all the rights set forth in § 7.1 to the respective Artwork shall immediately revert to 0xNXT:

  • as soon as the User is no longer the NFT Owner, i.e. the NFT is no longer assigned to the User's 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 § 8; and/or
  • as soon as the User violates these Terms and Conditions, in particular by exceeding the rights of use granted to him or her in respect of the Artworks or by violating the Restrictions pursuant to § 7.2.

 

§ 8
Resale of NFTs on Secondary Marketplaces

8.1 0xNXT is the issuer and primary seller 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.

 

8.2 Nevertheless, to the extent and for as long as the User is the NFT Owner and has the rights and obligations set forth in § 7.1 upon acquisition of the NFT, the User shall be entitled to resell the NFT on a Secondary Marketplace. The User acknowledges and agrees that he/she is solely responsible for any capital gains or income tax which may arise as a result of dealing with the NFT, in particular by reselling the NFT on a Secondary Marketplace.

 

8.3 The User acknowledges and agrees that if the NFTs are transferred on a Secondary Marketplace, a royalty will be deducted from the NFT selling price realized by the User ("NFT Resale Fee"). The NFT Resale Fee shall be 4.5% of the NFT selling price realized by the User. It is specified in the respective Smart Contract, so that upon any sale of the NFT on a Secondary Marketplace an automatic deduction of the NFT Resale Fee takes place also in case of any further subsequent sales of the NFT between other parties.

 

8.4 If the User resells an NFT via a Secondary Marketplace, the User 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 and Conditions as Exhibit 1 and also available at https://nxt.mercedes-benz.com/terms-and-conditions, 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 deduction of the NFT Resale Fee 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/her purchase agreement in case of a further resale of the NFT.

 

§9 
Obtaining Mint Passes Free of Charge

9.1 If the User is the owner of one or more Issued NFTs, he/she may obtain one or more Mint Passes on the NFT Platform free of charge in accordance with the following provisions.

 

9.2 0xNXT reserves the right to activate the subsite (https://nxt.mercedes-benz.com/mintpass) on the NFT Platform at a time freely and for a duration freely determined by 0xNXT. 

 

9.3 Once and as long as the subsite https://nxt.mercedes-benz.com/mintpass is activated, the User may make an offer to enter into an agreement for the free transfer of one or more Mint Passes between him/her and 0xNXT ("Mint Pass Agreement") by clicking on the "Claim Now" button. 

 

9.4 The total number of Mint Passes the User may obtain via a Mint Pass Agreement is equal to the number of Issued NFTs owned by him/her. 

 

9.5 The User is aware and acknowledges that for every Mint Pass Agreement and free transfer of a Mint Pass he/she needs to click “Claim Now” separately.

 

9.6 The User is aware and acknowledges that an offer to enter into a Mint Pass Agreement is only valid to the extent that the relevant Issued NFTs owned by him/her have not already been used by him/her or another User to enter into a Mint Pass Agreement.

 

9.7 The User must subsequently confirm the applicable Gas Fees, which is to be paid by him/her, to his/her third-party Wallet provider within an external pop-up window. The User is aware that he/she has to pay the Gas Fees and that the amount of the Gas Fees depends on various factors, such as the traffic on the Ethereum blockchain, and is therefore subject to fluctuations.

 

9.8 0xNXT will accept the User’s offer subject to the condition that (i) the User is at the time of his/her offer actually the owner of one or more Issued NFTs, (ii) the relevant Issued NFTs owned by him/her have not already been owned by him/her or another User at the time of a previous offer to enter into a Mint Pass Agreement, (iii) the User holds a sufficient amount of ETH in his/her Wallet to cover the accruing Gas Fees to be paid by the User and (iv) the User has accepted the Terms and Conditions.

 

9.9. 0xNXT will inform the User without undue delay via the NFT Platform whether the conclusion of the Mint Pass Agreement has been successful via a displayed confirmation message. In this case 0xNXT will perform the minting and transfer the Mint Pass or Mint Passes to the User’s Wallet and the Issued NFT used to enter into the Mint Pass Agreement cannot be used to enter into another Mint Pass Agreement in the future. Each Mint Pass is directly credited to the User’s Wallet without being stored by 0xNXT on another crypto wallet beforehand. Upon transfer of the Mint Pass or Mint Passes to the User’s Wallet, the Mint Pass Agreement shall be deemed fulfilled.

 

§10
Function and Value of Mint Passes

10.1 The User acknowledges that the Mint Passes serve only as digital documentation of his/her eligibility to enter into a Donation Agreement and thus have only a digital documentation function. In particular, Mint Passes do 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 Mint Passes must not be used as a means of payment and/or settlement or for staking.

 

§11
Rights and Restrictions of Mint Pass Owners

11.1 For as long as the User is a Mint Pass Owner by transferring one or more Mint Passes to his/her Wallet in accordance with § 9.9, the Mint Pass serves as a mere documentation of his/her entitlement to enter into a Donation Agreement in accordance with § 5.

 

11.2 The Mint Pass Owner is prohibited to: 

  • modify the Mint Passes in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the Mint Passes;
  • to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the Mint Passes; 
  • use the Mint Passes for commercial purposes, including advertising or promoting any product or service; or
  • use the Mint Passes in connection with any illegal activity, including but not limited to money laundering or fraud.

 

11.3 The Mint Pass owner can no longer use the Mint Pass’s documentation function to proof its eligibility to enter into a Donation Agreement: 

  • as soon as the User is no longer the Mint Pass Owner, i.e. the Mint Pass is no longer assigned to the User's Wallet by way of a corresponding entry on the Ethereum blockchain, in particular (i) in the event of the sale of the Mint Pass on a Secondary Marketplace in accordance with the provisions of § 12 or (ii) after successful conclusion of the respective Donation Agreement; and/or
  • as soon as the User violates these Terms and Conditions.

§12 
Resale of Mint Passes on Secondary Marketplaces

12.1 0xNXT is the issuer of the Mint Passes and distributes them in its own name and for its own account. 0xNXT expressly does not engage in redemption, repurchase or secondary trading of Mint Passes on Secondary Marketplaces and does not facilitate any such activities.

 

12.2 Nevertheless, to the extent and for as long as the User is the Mint Pass Owner and has the rights and obligations set forth in § 11 upon obtaining of the Mint Pass, the User shall be entitled to resell the Mint Pass on a Secondary Marketplace. The User acknowledges and agrees that he/she is solely responsible for any capital gains or income tax which may arise as a result of dealing with the Mint Pass, in particular by reselling the Mint Pass on a Secondary Marketplace.

 

12.3 The User acknowledges and agrees that if the Mint Pass is transferred on a Secondary Marketplace, a royalty will be deducted from the Mint Pass selling price realized by the User ("Mint Pass Resale Fee"). The Mint Pass Resale Fee shall be 4.5% of the Mint Pass selling price realized by the User. It is specified in the respective Smart Contract, so that upon any sale of the Mint Pass on a Secondary Marketplace an automatic deduction of the Resale Fee takes place also in case of any further subsequent sales of the Mint Pass between other parties.

 

12.4 If the User resells a Mint Pass via a Secondary Marketplace, the User 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 Agreement" attached to these Terms and Conditions as Exhibit 2 and also available at https://nxt.mercedes-benz.com/terms-and-conditions, 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 Agreement, the purchaser will:
    • become eligible to enter into a Donation Agreement;
    • agree to the deduction of the Mint Pass Resale Fee upon a further resale of the Mint Pass by the purchaser to a third party; and
    • be obliged to incorporate the End User Agreement in his/her purchase agreement in case of a further resale of the Mint Pass.

 

§13
Liability and Warranty

13.1 0xNXT shall not be liable for and in connection with the use of the NFT Platform by the User as well as the sale of NFTs to the User for simple negligence, unless there is a breach of contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the contractual partner regularly relies and may rely (cardinal obligations). In this case, 0xNXT's liability is limited to the damage foreseeable and typical for the contract at the time of agreement of these Terms and Conditions.

 

13.2 The limitation of liability and the exclusion of liability according to § 13.1 shall not apply (i) to claims under the German Product Liability Act (Produkthaftungsgesetz), (ii) in the event of intent or gross negligence, (iii) in the event of damage to health, life and limb caused by simple negligence, (iv) in the event of fraudulent intent and (v) in the event of non-compliance with an agreed warranty.

 

13.3 None of 0xNXT's obligations under the Platform Usage Agreement as well as under the NFT Purchase Agreements shall constitute a warranted characteristic or otherwise guarantee. 0xNXT excludes any strict liability for defects already existing at the time of conclusion of the Platform Usage Agreement and NFT Purchase Agreements.

 

13.4 Without prejudice to the foregoing as well as to 0xNXT’s liability for intent and gross negligence and in the case of fraudulent concealment of defects, 0xNXT fully disclaims any warranty, liability and responsibility for and in connection with its obligations under any Mint Pass Agreements and Donation Agreements. In all other respects, the statutory warranty provisions shall apply.

 

13.5 All the provisions set forth in this § 13 shall also apply in favor of affiliated companies, management boards, executives, employees, agents, subcontractors and other auxiliary persons of 0xNXT.

 

§14
Right of Withdrawal

The User has a right to withdraw from the Platform Usage Agreement as well as from any Purchase Agreement, he/she concludes on the NFT Platform:

 

Instructions on Withdrawal

Right of Withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (0xNXT GmbH, c/o Omnicom Holding Germany GmbH, Königsallee 92, 40212 Düsseldorf, Germany, +49 (0) 30 / 81 61 601 40, gm@0xnxt.io) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

 

Effects of Withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. If you have requested that services begin during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time you notify us of the exercise of the right of withdrawal in respect of this contract compared to the total scope of the services provided for in the contract.

 

Model Withdrawal Form

(Complete and return this form if only you wish to withdraw from the contract.) 

– To 0xNXT GmbH, c/o Omnicom Holding Germany GmbH, Königsallee 92, 40212 Düsseldorf, Germany, +49 (0) 30 / 81 61 601 40, gm@0xnxt.io)

– I/we (*) hereby give notice that I/we (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service 

– Ordered on (*)/received on (*) 

– Name of customer(s)

– Address of customer(s)

– Signature of customer(s) (only if this form is sent as a hard copy) 

– Date 

__________

(*) Delete as appropriate.

 

§ 15
Termination

15.1 Both the User and 0xNXT may terminate the Platform Usage Agreement at any time with immediate effect. 

 

15.2 Termination by the User shall be deemed declared and effective if and as soon as he/she permanently cancels the access rights of the NFT Platform to the public key of his/her Wallet at his/her third-party wallet provider according to § 2.3. 

 

15.3 Termination by 0xNXT shall be deemed declared and effective if and as soon 0xNXT dissolves the link of the User's Wallet to the NFT Platform pursuant to § 2.4.

 

§16
Changes to the Terms and Conditions

16.1 0xNXT is entitled to amend these Terms and Conditions at any time. The amendment shall be made by means of an express consent of the User, as follows: 0xNXT shall notify the User of the amended Terms and Conditions by providing an appropriate notice of the amendments on the NFT Platform once the User links or re-links his/her Wallet to the NFT Platform and shall give the User the opportunity to consent to the amendments. 

 

16.2 If the User consents to the amendments, they shall take effect immediately. If the User rejects the amendments, the User shall no longer be entitled to use the Platform and both parties reserve the right to terminate the Platform Usage Agreement in accordance with § 15.

 

§17 
Regulatory Requirements

0xNXT reserves the right to modify or terminate any activities or services under or in relation with the Platform Usage Agreement, including the sale and donation of Artworks, NFTs and Mint Passes, if required by mandatory law, including any requirements under financial regulatory law, or as requested by public authorities. The User 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.

 

§ 18
Privacy and Personal Data

The processing of personal data through the use of the NFT Platform is described in detail in the Privacy Policy (https://nxt.mercedes-benz.com/privacy-policy).

 

§19
Links to External Websites

Neither the availability nor the content of external websites linked to this website (https://nxt.mercedes-benz.com) is under the control of 0xNXT. 0xNXT does not endorse the content of these external websites and assumes no responsibility for their accuracy, completeness or timeliness. In particular, 0xNXT is not involved in any legal transactions related to Mercedes-Benz, 0xNXT or other purchase offers and services offered or procured on external websites. In addition, 0xNXT does not warrant that external websites will be uninterrupted, error-free, virus-free or secure, or that content from external websites will be safe to download.


§20 
Final Provisions

20.1 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 contract. The invalid or unenforceable provisions shall be replaced by the statutory provisions, if any.

 

20.2 These Terms and Conditions, the Platform Usage Agreement, any Purchase Agreements, Donation Agreements and Mint Pass Agreements concluded in accordance with these Terms and Conditions shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. In the event of any conflict between these Terms and Conditions and mandatory applicable provisions of the User's country of residence, in particular with regard to consumer protection laws, the latter shall prevail.

 

20.3 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: [30.04.2024]

End User License (NFTs)

§ 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/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 sold by 0xNXT as primary seller.

 

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

 

1.5    Smart Contract means an automated computer instruction defined on the Ethereum blockchain and linked to the NFT.

 

§ 2    
Function and Value of NFTs

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 advertising 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. You acknowledge and agree that you are solely responsible for any capital gains or income tax which may arise as a result of dealing with the NFT, in particular by re-selling the NFT on a Secondary Marketplace.

 

4.2    You acknowledge and agree that if you transfer the NFT on a Secondary Marketplace, a royalty will be deducted from of the NFT selling price you realized by you ("Resale Fee"). The Resale Fee shall be 4.5% 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 deduction of the Resale Fee takes place 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-and-conditions) 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 deduction of the Resale Fee 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/her purchase agreement in case of a further resale of the NFT.


    ***

End User Agreement (Mint Passes)

§ 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 a natural person who has acquired a Mint Pass on a valid, lawful and fully paid transaction, as long as a Mint Pass is verifiably assigned to his/her crypto wallet by way of a corresponding entry on the Ethereum blockchain.

 

1.3       Donation Agreement means an agreement between the End User and 0xNXT for the transfer of an NFT free of charge from 0xNXT to the End User subject to further conditions as set forth in the applicable Terms & Conditions of 0xNXT, available at https://nxt.mercedes-benz.com/terms-and-conditions.

 

1.4       Mint Pass means non-fungible token, a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain which serves the End User as digital documentation of his/her eligibility to enter into a Donation Agreement.

 

1.5       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 will be or has been originally been minted and issued by 0xNXT as primary seller or donator.

 

1.6       Secondary Marketplace means all digital marketplaces on which Mint Passes can be traded and/or transferred.

 

1.7       Smart Contract means an automated computer instruction defined on the Ethereum blockchain and linked to the Mint Pass.

 

§ 2
Function and Value of Mint Passes

2.1       You understand that the Mint Pass serves only as digital documentation of your eligibility to enter into a Donation Agreement, and thus has only a digital documentation function. In particular: (i) the Mint Pass 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.

 

§ 3
Rights and Restrictions

3.1       For as long as you are an End User and to the extent and for as long as you comply with this End User Agreement you shall be entitled to enter into a Donation Agreement.

 

3.2       However, you are prohibited to:

  • modify the Mint Pass in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the Mint Passes;
  • to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the Mint Pass;
  • use the Mint Pass for commercial purposes, including advertising or promoting any product or service;
  • use the Mint Pass in connection with any illegal activity, including but not limited to money laundering or fraud.

 

3.3       Your eligibility shall end:

  • as soon as you are no longer an End User, i.e. the Mint Pass is no longer assigned to your crypto wallet by way of a corresponding entry on the Ethereum blockchain, in particular in the event (i) of a transfer of the Mint Pass in accordance with § 4 End User Agreement, (ii) after successful conclusion of the respective Donation Agreement;
  • and/or as soon you violate this End User Agreement.

 

§ 4
Transfer of Mint Passes

4.1       As an End User, you are entitled to resell the Mint Pass on Secondary Marketplaces. You acknowledge and agree that you are solely responsible for any capital gains or income tax which may arise as a result of dealing with the Mint Pass, in particular by reselling the Mint Pass on a Secondary Marketplace.

 

4.2       You acknowledge and agree that if you transfer the Mint Pass on a Secondary Marketplace, a royalty will be deducted from of the Mint Pass selling price realized by you ("Mint Pass Resale Fee"). The Mint Pass Resale Fee shall be 4.5% of the Mint Pass selling price realized by you. It is specified in the respective Smart Contract, so that upon any sale of the Mint Pass on a Secondary Marketplace an automatic deduction of the Mint Pass Resale Fee takes place also in case of any further subsequent sales of the Mint Pass between other parties.

 

4.3       If you as an End User resell a Mint Pass 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 Agreement (available at the following Link https://nxt.mercedes-benz.com/terms-and-conditions) 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 Agreement, the purchaser will:
    • become eligible to enter into a Donation Agreement;
    • agree to the transfer of the Mint Pass 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 Agreement in his/her purchase agreement in case of a further resale of the Mint Pass.