1. Definitions

1.1 The terms and expressions listed hereunder shall have the meaning indicated below, being understood that terms defined in the singular form are to be considered defined even in the plural form and viceversa:
Artworks: the artworks (e.g. art, graphics, images, designs, logos, taglines and drawings) underlying and associated to the NFTs.
Brand Cross: Brand-Cross S.r.l., having its registered office at Milano, Via Medici 13, Italy, Italian tax registration number and Italian VAT number 09098450969.
Customer: any individual (natural person or legal person) purchasing one or more NFTs through the Online Store, accepting the General Terms and Conditions.
General Terms and Conditions: the general terms and conditions of sale which govern the sale and purchase of the NFTs through the Online Store.
IPRs: all intellectual and industrial property rights, including copyright and neighbouring rights, whether registered or not.
NFTs: the cryptographic and non-fungible digital tokens, based on blockchain technology, representing title to specific rights embedded in the NFTs (in particular to the Artworks), as well as being the NFTs themselves unique digital products, sold through the Online Store.
NFTs’ T&C: these terms and conditions – as also embedded or referred to in the NFTs’ metadata – which govern the rights attributed to the Owners of the NFTs.
Online Store: the virtual store, managed by TMP Group S.p.A. and accessible via the URL, through which it is possible to purchase the NFTs.
Owner: the person which owns the NFTs (i.e. the Customer and, further to a Secondary Sale, any relevant assignee).
Parties: jointly, Brand Cross and the Customer.
Secondary Sale: any transaction in which an NFT is sold by one owner to another owner or is otherwise transferred in any manner that is not the primary transaction from Brand Cross to the Customer.
Wallet: means a cryptocurrencies wallet which allows to store the private keys of the tokens, including the NFTs, and allows to send, receive and spend cryptocurrencies.

2. Subject matter
2.1 These NFTs’ T&C apply to the NFTs purchased through the Online Store and constitute a binding agreement between the Owners and Brand Cross governing the use and exploitation of the relevant NFTs.
2.2 By purchasing an NFT, Owners declare and accept to be bound by, and to comply with, these NFTs’ T&C.
2.3 The purchase of the NFTs implies:
(i) the ownership by the Owners of the purchased NFT;
(ii) the grant, by Brand Cross to the Owners, of the limited rights in and to the Artworks indicated in these NFTs’ T&C.
2.4 The NFTs are made available for entertainment purposes, therefore the Owners agree that:
(i) to the extent there is a price or market for blockchain assets such as an NFTs, such markets and prices are volatile and variations in the price of other digital assets could affect the value of the NFTs;
(ii) there are risks associated with using Internet-native assets including, but not limited to, the risk of hardware, software and Internet connections or failures, the risk of malicious introductions for which Brand Cross shall not be deemed liable;
(iii) upgrades, forks or other changes to the blockchain on which the NFTs are minted may have adverse effects on all the projects using such technologies;
(iv) Brand Cross is not responsible for any Secondary Sale and shall have no liability in connection with any such transaction.

3. Ownership
3.1 Owners acknowledge and agree that Brand Cross (or, as applicable, its licensors) owns all legal right, title and interest in and to the Artworks and all IPRs therein. The rights that Owners have in and to the NFTs and Artworks are limited to those expressly stated in these NFTs’ T&C.
3.2 Brand Cross and its licensors reserve all rights and ownership in and to the NFTs and Artworks which are not expressly granted to Owner pursuant to these NFTs’ T&C.

4. Licensed rights
4.1 Subject to the Owners’ continued compliance with these NFTs T&C, Brand Cross grants the Owners a perpetual, worldwide and non-exclusive license to display the purchased NFTs and the underlying Artworks solely for the Owners’ own personal and non-commercial use. The NFTs’ Owners are not receiving ownership of the Artworks but are receiving license of certain limited rights therein. For the sake of clarity, the Owners may not:
(i) modify the Artworks, create derivative works or transform the Artworks;
(ii) make commercial use of the Artworks, except for the resale of the NFTs within the context of a Secondary Sale;
(iii) use the Artworks in any way which associates the Artworks with hatred, intolerance, violence, cruelty, discrimination or otherwise infringes upon the rights of others or affects the reputation of Brand Cross and of Brand Cross’ projects or activities (including “Il Mondo di Leo”);
(iv) attempt to trademark, copyright or otherwise acquire any IPRs in or to the NFTs or Artworks;
(v) challenge Brand Cross’s (or its licensors’) ownership of the Artworks.
4.2 The license referred to in this article 4 is non-transferrable, except that it will automatically transfer as a whole in connection with the transfer of the relevant NFTs within the context of a Secondary Sale. The partial assignment, lease, loan or sub-license of certain rights granted to the Owners is expressly excluded.

5. Term
5.1 The term of each right granted to the Owners is specifically indicated in these NFTs’ T&C.
5.2 When an Owner sells, trades, donates, gives away, transfers or otherwise disposes of their NFT for any reason, the rights arising from these NFTs’ T&C will be assigned to the assignee (who will become the Owner) and the previous Owner will have no further rights arising from the NFTs.

6. Secondary Sales
6.1 Owners have the right to transfer the NFTs (along with their underlying rights) provided that:
(i) the transferee accepts all of the terms and conditions set forth in these NFTs’ T&C and, consequently, the Owners provide notice to their transferees of these NFTs’ T&C;
(ii) prior to the transfer of the NFT, the Owner has not breached these NFTs’ T&C and these NFTs’ T&C have not been terminated.

7. Termination
7.1 Without prejudice for any other remedy provided for by the applicable law, the rights granted to the Owners shall be deemed terminated if:
(i) the Owner uses or exploits the Artwork in breach of the provisions of these NFTs’ T&C;
(ii) the Owner engages in any unlawful or illegal activity related to the NFTs or the Artworks.

8. Applicable law
8.1 The NFTs’ T&C are governed by the Italian law, without prejudice to the rights attributed to consumers by mandatory legal provisions in force in their country of residence.