NFT Terms

                                                                           (Last updated: 25th September 2023)

These NFT Terms (“Terms” or “Agreement”) set forth the terms and conditions applicable to any non-fungible tokens or similar digital item implemented on a blockchain (such as the Ethereum blockchain) made available by Massimiliano Ghetta (“NFT), resident in Milan, Italy, email: contact(‘at’), certified email (PEC): comunicazioni(‘at’) (“MG” or “We”) w\hether through websites, mobile applications or third-party platforms, all governed by their own legal terms and conditions, (e.g. OpenSea) (each a “Platform” and collectively “Platforms”) and certain content or data such as photos, art, graphics, images, designs, logos, taglines, and drawings that may be associated with the NFT (“NFT Content”). These Terms are a legally binding agreement by and between MG and the initial acquirer, and between MG and any person who subsequently acquires lawful possession, whether through purchase or other means, of any NFT offered by MG (“You” or “Holder”). These Terms do not exclude or affect legal terms set forth by Platforms regulating their contractual relationship with You. You are invited to read carefully these terms together with Platform’s privacy policies.
BY purchasing or otherwise acquiring an NFT, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT VALIDLY ACCEPT THE TRANSFER OF THE RELEVANT NFT. Any transaction in which an NFT is sold or transferred by one Holder to another or is otherwise transferred in any manner are subject to the following terms: (i) the NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the NFT or NFT Content , be deemed to accept all of the terms of this Terms as a “Holder” hereof and all of the terms of the Platform enabling the transfer; (ii) MG is paid ten percent (10%) of the gross amounts paid by such transferee (including any subsequent transferee) relating to the NFT or that different amount provided by in the relevant Platform. The Holder and the Transferee acknowledge and agree that the foregoing amounts payable to MG do not include, and are not intended to cover, any additional fees imposed or required by the Platform or other Third Party Services (as defined here below), including without being limited to gas fees; and (iii) the NFT transferor (the “Transferor”) shall provide notice to the Transferee of these Terms, including a link or other method by which these Terms shall be accessible by the Transferee.

1. Ownership. No cancellation.
a. When Holder acquires an NFT, Holder owns all personal property rights to that NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT). Such rights, however, do not include the ownership of the intellectual property rights in the NFT Content (which are licensed pursuant to the section herein titled “NFT Content License. Restrictions.”)
b. All purchases of NFT, as well as any consideration and associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the NFT, any disruption to the operations of any components of the NFT, or any other reason whatsoever.
c.  You acknowledge that sales of each NFT are dictated via smart contract automated code (“Smart Contract”) on the blockchain provided under the Platform where specific NFT are made available and are by nature irreversible. As a consequence, You are not entitled to any right of withdrawal in respect of the purchase of the NFT and any such withdrawal right you might be granted in any jurisdiction are hereby waived by You.
With specific reference to Italian law, right of withdrawal granted by Decreto Legislativo del 6 settembre 2005, n. 206 (so called Codice del Consumo), whenever applicable, is however excluded in case of “The supply of digital content through a non-material medium if the performance has commenced with the express agreement of the consumer and their acceptance that, in such a case, they would forfeit their right of withdrawal.” (art. 59.1(o)). Your purchase of NFTs on Platforms implies immediate performance of the relevant transfer. You acknowledge and accept the immediate performance and the relevant forfeit of any right of withdrawal you might be entitled under Codice del Consumo.   

2. NFT Content License. Restrictions.
a. You acknowledge and agree that MG, owns all legal right, title, and interest in and to the NFT Content, and all intellectual property rights therein.
b. Without limiting the generality of the foregoing If you acquire an NFT, MG hereby grants to you, for so long as you hold the NFT (as recorded on the relevant blockchain), a worldwide, non-exclusive, non-sublicensable, royalty-free license to use and display the NFT Content linked with the acquired NFT solely for the following purposes: (i) for your own personal, non-commercial use; (ii) to sell or otherwise transfer the associated NFT consistent with the ownership of it (e.g., posting the NFT Content on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the valid transfer of the NFT as provided by these Terms. At the transfer of the NFT You will interrupt immediately any use of the NFT Content.  Holder may not make any other use of the NFT Content. Without limiting the generality of the foregoing statement, this means that the Holder may not create any products or derivative works, provide services, or otherwise exploit any of the intellectual property rights associated with the NFT or the NFT Content.
c. All rights in and to the NFT Content not expressly provided for in this Terms are hereby reserved by MG. The NFT Content is licensed to Holders, not sold. MG will retain all title, interest, ownership rights and Intellectual property rights (including but not limited to copyright rights, trademarks, trade dress, patent, or moral rights) in and to the NFT Content. Without limitation, Holder shall not, nor permit any third party to do or attempt to do any of the following, in each case without express prior written consent from MG: (i) modify the NFT Content; (ii) use the NFT Content to advertise, market, or sell any product or service, or otherwise commercially exploit it; (iii) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT Content; (iv) use the NFT Content in any other form of media, except solely for your own personal, non-commercial use for so long as you hold the NFT; or (v) use the NFT Content for Holder’s or any third party’s commercial benefit.
d. The purchase of the NFT does not imply any right of use by the Holder of the name, image, and, more generally, all identifying elements of the subject represented or attributable to it.

3. Fees and payments. Tax Obligations.
a. Sales of each NFT are dictated via Smart Contract on the blockchain provided under the Platform where specific NFT are made available and subject to these Terms. If you elect to purchase an NFT on the applicable Platform, any financial transactions you engage in will be conducted solely through the Platforms and relevant blockchain networks. MG has no insight into or control over these payments or transactions, nor do MG have the capability to reverse any transactions. MG will have no liability to you or to any third party for any claims or damages that arise as a result of any transactions that you engage or any other transactions that you conduct via the Platform and relevant blockchain network. MG does not provide refunds for any purchases that you make on or through any Platform for any NFT.
b. Payments will be allocated via Smart Contract to the cryptocurrency wallets of the applicable recipients. Holder acknowledges and agrees that all subsequent transactions of the NFTs will be effected on the blockchain network governing the NFT, and Holder will be required to make or receive payments exclusively through its cryptocurrency wallet.
c. Blockchains generally requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the blockchain network, regardless of whether a successful transaction occurs, and that such fees are final and irreversible. The Gas Fee funds the network of computers that run the decentralized blockchain network. That means you will need to pay a Gas Fee for each transaction. You acknowledge and agree that the amounts payable under this Section do not include, and are not intended to cover any additional fees, including Gas Fees imposed or required by the transferring Platform through which you transfer your NFT , regardless of whether a successful transaction occurs, and that such fees are final and irreversible.
d. You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. Holder is solely responsible for determining  and paying any, taxes applicable to Holder’s purchase, sale, or transfer of the NFTs purchased on the Platform. MG is not responsible for determining or paying or however bearing the taxes that apply to such transactions.

4. Termination.
Your license to the NFT Content shall automatically and immediately terminate without notice, and all rights shall revert to MG if at any time you: (i) breach any portion of article 2 “NFT Content License. Restrictions.” of the Agreement; or (ii) You engage in any unlawful activity related to the NFT; or (iii) any of the Third Party Services (as defined here below) ceases to provide their services when such services are necessary for the exercise and enjoyment of the NFT Content. Upon any termination of your license to the NFT Content, Your permission to hold, use and transfer the NFT will automatically terminate, You must delete, remove, or otherwise destroy any back up or single digital or physical copy of the NFT Content. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: the Sections titled “1.Ownership. No cancellation”, “2. NFT Content License. Restrictions.”, “5. Disclaimer of warranties and limitation of liability.”, “6. Assumption of risks.”, “9. Governing law and jurisdiction.”

5. Disclaimer of warranties and limitation of liability.
a. Regardless of the price paid for the NFT, Holder hereby agrees and acknowledges that by purchasing or participating in the distribution of the NFT, Holder is (i) not doing so with the intent or expectation of profits from any appreciation in value or otherwise from the NFT, and (ii) receiving the NFT with the sole intention of personal consumption and enjoyment. MG makes no promise or representation that the NFT has or will have a specific or any inherent value. Additionally, you represent and warrant that you: (a) are at least the age of majority in your place of residence  and have the legal capacity to enter into this agreement, (b) will use and interact with the NFT and NFT Content only for lawful purposes and in accordance with this Terms, and (c) will not use the NFT or NFT Content to violate any law, regulation or ordinance or any right of MG, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that you will comply with all applicable laws.
b. To the maximum extent permitted by applicable mandatory laws, the NFT and the NFT Content are provided “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and MG hereby disclaim any and all such warranties, express and implied. MG does not warrant that the NFT and the NFT Content will be timely, secure, uninterrupted or error free, or that defects will be corrected. MG make no warranty that the NFT and NFT Content will meet Holder’s requirements. No advice, results or information, whether oral or written, obtained by Holder from MG or in relation to the NFT and/or NFT Content shall create any warranty not expressly made herein.
c. To the maximum extent permitted by applicable mandatory law, MG will not be liable to You for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, the NFT and NFT Content, including but not limited to any losses, damages or claims arising from: (i) Your error, such as forgotten passwords or incorrectly construed transactions; (ii) server failure or data loss; (iii) corrupted account files or errors in the smart contract that mints and controls the NFT; (iv) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account or wallet; (v) security weaknesses, fraud, counterfeiting, blockchain malfunctions, and other technological errors or failures.
d. MG is not responsible for losses due to blockchains or Third Party Services (as defined here below), including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the NFT. You acknowledge and agree that such technologies are novel, experimental and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.
e. MG has no control over any services not operated by him but provided to You in the context of the purchase or use of the NFTs, including but not limited to underlying blockchain; services provided by Platforms; payment services; purchase, sale and exchange of digital assets; digital asset wallet; hardware wallet; storage services for the NFTs or NFT Content (“Third Party Services”). You acknowledge and agree that MG is not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Services, or as a result of any reliance placed by You upon the protection and/or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Services. Please read the general terms applicable to such Third Party Services as You will be required to comply with such terms.

6. Assumption of risks.
As noted above, the Licensed NFTs are made available solely for entertainment purposes. You agree that You assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including your NFT, and there is no guarantee that your NFTs will have or retain any value. You acknowledge that you fully understand this volatility and that You may lose money; (B) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and MG will not be responsible for any of these, however caused; (C) MG does not make any promises or guarantees about the availability of the NFT on the Internet or at any specific location and/or for any specific period of time; (D) upgrades to the blockchain platform relevant to the your NFTs, a hard fork or other change in the blockchain platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation NFT and NFT Content; (E) MG does not make any promises or guarantees related to wallets, Platforms, blockchain or any other third parties related to purchase, and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (F) the risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error; (G) the risk of mining attacks; (H) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (I) the risk of changes to the regulatory regime governing blockchain technologies,  cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of NFT; (J) the risks related to taxation; (K) that NFTs are not legal tender and are not backed by any government; and (L) MG is not responsible for any transaction between you and a third party and MG shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to acquire your NFTs and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. MG cannot and does not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in the NFT, or its supporting systems or technology, will be corrected. MG cannot and do not represent or warrant that the NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that MG will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the auction or purchase.

7. Indemnification.
You agree to indemnify and hold harmless the MG from any claims, damages, liabilities, or expenses arising out of or related to the recipient’s use of the image in violation of this agreement or any applicable intellectual property laws.

8. Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

9. Governing law and jurisdiction.
This agreement shall be governed by and construed in accordance with the laws of Italy (without regard to conflict of law rules or principles of Italian laws, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Milan, Italy.

10. Variation.
a. We may make changes to this Terms from time to time. You should read this Terms carefully prior to the purchase of the NFT.  
b. The Agreement in force at the time of the purchase of the NFT will apply. If We revise this Agreement and You have already purchased an NFT, the revised Agreement will not apply to such purchase.

11. Personal information.
MG does not collect any personal information about Holders or subjects accessing Terms on this website.

12. Other important terms
We may transfer our rights and obligations under this Agreement to another person or organization, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Agreement to another person if We agree in writing.
If We fail to insist that You perform any of your obligations under this Agreement, or if We do not enforce our rights against You, or if We delay in doing so, that will not mean that We have waived our rights against You and will not mean that you do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and any written waiver does not mean that We will automatically waive any later default by You.