ONLINE GENERAL TERMS AND CONDITIONS FOR SALE OF NON FUNGIBLE TOKEN METASPORT GALLERY
1. General Provisions
1.1 These general conditions of sale (hereinafter, "General Conditions") govern all sales of so-called "Non Fungible Token or "NFT", as better described below (the "NFT").
Sales are concluded remotely via the digital platform named “Metasport Gallery”, operative via web page metasportgallery.com and related mobile version.
1.2 The distance selling service governed by the General Conditions is reserved exclusively for consumers for personal use (hereinafter, "Customers" or "Customer"); by 'consumers' we mean natural persons, over 18 years of age, who act for purposes unrelated to their commercial, entrepreneurial, or professional activity.
1.3 Customers are required to carefully read the General Conditions, available on Metasport Gallery, in order to understand them, memorize them and reproduce them.
2. Identification of the seller
The seller is:
HYPELAB S.R.L. (hereinafter “HYPELAB”)
Strada Nazionale Giardini, 476,
41126 Modena MO
3. Important information relating to NFTs
3.1 THE NFT DO NOT REPRESENT A GIFT, PRIZE OR WIN. NFT AVAILABLE IN METASPORT GALLERY DO NOT REPRESENT IN ANY WAY A FINANCIAL PRODUCT OR A SECURITY. DO NOT BUY NFT FOR INVESTMENT PURPOSES. NFT ARE FOR COLLECTION AND FUN PURPOSES. THEY MAY BE SOLD ALSO IN EXCHANGE OR THIRD PARTY PLATFORM AT DIFFERENT PRICE FROM THE PRICE SPECIFIED IN METASPORT GALLERY.
3.2 Information relating to NFTs and their price is available on Metasport Gallery
3.3 NFTs can be defined as cryptographic digital tokens, non-fungible, based on blockchain technology, constituting a sort of digital container through which it is possible to connect a specific digital content (a digital graphic work, a digital audio, a video digital photography, etc.). The container plus content as a whole constitutes a digital product uniquely attributable to a specific subject through a decentralized public archive, known as blockchain. The attribution of the NFT from one subject to another takes place through a so-called Smart Contract, which is an IT protocol that allows the attribution of certain rights (e.g. the ownership of an NFT or the payment of the price connected to this NFT and related rights). Smart Contracts are governed by Italian legislation, in art. 8ter of Legislative Decree 135/2018, converted with law no. 12/2019.
The attribution of ownership of the whole (digital container plus digital content) does not imply any transfer of any IP right on the digital content to the purchaser of the NFT, whose rights remain with to the legitimate owners and / or licensees and with the right for such owners/licensees to further disseminate digital content also through a new NFT (in a new digital container), save as otherwise agreed. Therefore Customer who purchase an NFT is not buying any IP rights related images or video contained in the NFT including any commercial exploitation of such IP rights which will stay with the owner, creator or licensor/licensee of such image or video.
3.4 Hypelab is a company registered in the special section of the Italian Business Register as an innovative start-up (Italian Decree n. 179/2012) and creates, promotes, distributes, and sells NFT containing images of athletes in different sports or in general images of sport’s events, sport’s video or shoots and frames, trophies or stadiums. Through Metasport Galler Customer can buy his favorite NFT without using cryptocurrency.
3.5 NFT may be sold singularly or in packages of two or more NFT and with different “rarity” characteristics related to the number of NFT containing the same media.
3.6 The technology behind NFTs is currently under development and testing. Therefore, Hypelab assumes no responsibility for any technical problems concerning NFTs and for this purpose, please refer to the provisions of the following art. 4.2 and 4.3
3.7 The NFTs will be sold singularly or in packages of two or more NFT and based on the information provided by the seller at the time of purchase and according to any further instructions made available on Metasport Gallery
3.8 The Purchase of an NFT does not imply, in any way, the transfer or license in favor of the Customer of copyrights and rights related to copyright and more generally any intellectual property right relating to works, recordings, to graphics, video, audio, and any other creation covered by copyright that may be contained in the NFT
3.9 In order to be able to proceed with the attribution of the purchased NFT, the Customer must observe the written instructions that Hypelab will provide to the Customer either by email or through Metasport Gallery.
4. Opening the User Account and assigning the User Wallet. Service Liability Limitations.
4.1 In order to be able to complete a purchase of NFTs, the Customer must register as a Metasport Gallery user through Metasport Gallery and following the instructions provided therein. Upon completion of the registration procedure, the Customer will be the holder of an account registered in his name on Metasport Gallery ("User Account") and will be assigned the address of a digital wallet where credit the ownership of the NFTs. (the "User Wallet"). The Customer is responsible for the secrecy and confidentiality of the access passwords, private keys and user names relating to the User Account and the User Wallet. The Customer is also responsible for any and all tax charges that may be applicable to the NFTs purchased by the Customer. The Customer will be required to provide all the information requested by Hypelab in order to be able to proceed with the opening of the User Account and the attribution of the User Wallet, as well as in order to manage any fulfillment required by law (including the data collection required by the legislation in anti-money laundering if required). The processing of personal data will be carried out by Hypelab in compliance with its Privacy Policy and the legislation on the processing of personal data.
4.2 Hypelab provides, in addition to the sale of NFTs, software licensing services AS IS, without any explicit or implicit warranty. Therefore, technical or IT support and assistance services are not included. Any technical assistance and support, aimed at a better management of the NFT sales and acquisition process, can be provided on a case-by-case basis by Hypelab according to its availability, without this implying an obligation of Hypelab
4.3 Hypelab shall have no liability arising from or relating to these General Conditions for: (1) indirect, special, incidental or consequential losses (foreseeable or contemplated by the Customer); (2) compensation for emerging damages; or (3) loss of profit resulting from loss of revenue, profits or data. The overall liability of Hypelab possibly applicable to the latter despite the above, arising from the sale of NFT, will not exceed the amount paid by the Customer for the purchase of such NFT.
4.4 In no way can the partners of Hypelab, such as teams, athletes, sport association, etc., be considered sellers of NFTs and will therefore have no responsibility in this regard. Hypelab’s partners (including football teams and athletes) have licensed their image for the promotion of some NFTs but are in no way part of the process of creating, developing, marketing and selling such products and NFTs.
4.5 Hypelab reserves the right to limit, at any time, the quantity and / or type of NFTs that can be purchased. During the purchase procedure, if this is not possible fulfill the order due to the unavailability of the NFT, the Customer will be notified by email. Hypelab is not liable to the Customer in the event of unavailability of an NFT if this occurs before the conclusion of the contract. In such cases, the Customer will be entitled to a full refund of the NFT purchased.
4.6 Hypelab is in no case responsible for any errors deriving from the failure of the Client's connection Metasport Gallery or for the technical criticalities connected to the transactions necessary to process the NFTs and the transfer of their ownership when this depends on third parties (including gas fees , third-party platform fees, clogging of the reference blockchain network, etc.).
4.7 If the Customer is interested to transfer the NFT from the User Wallet to an external blockchain wallet (the “External Wallet”), he shall communicate to Hypelab the exact address and the NFT to be transferred, in accordance with the procedure set forth in Metasport Gallery. Customer is solely responsible for the accuracy of the address of the External Wallet to which Hypelab shall transfer the NFT purchased. Transfer process may be affected by technical problems or third party actions or omissions which may affect the transfer. In no way Hypelab shall be considered liable for the incorrect completion of the transfer of NFT from the User Wallet to the External Wallet save in the case in which such incorrect completion is due to an exclusive fault of Hypelab.
5. Price
5.1 The price of NFTs is indicated by Hypelab on Metasport Gallery and is expressed in EURO. Additional costs may be added to the price (i.e. expenses for commissions and gas fees for processing NFT transactions) and the overall costs shall be displayed for each NFT or packages of NFTs in Metasport Gallery. Payment can be performed by the Customer directly through his credit card according to the procedures indicated in Metasport Gallery
5.2 Hypelab constantly checks the accuracy of the prices indicated; however, it is not possible to guarantee the absence of errors. In the event that an error should be found in the indication of the price of an NFT, Hypelab reserves the right to reject the order and will offer the Customer the opportunity to purchase the NFT at the correct price. If the error is found only after the acceptance of the order, Hypelab will offer the Customer the possibility to cancel the order.
6. Conclusion of the contract
6.1 Metasport Gallery shows the essential characteristics and the price of each NFT. The information on Metasport Gallery does not constitute an offer by Hypelab.
6.2 The Customer can send a purchase order proposal for an NFT (or a package of NFT), by filling in the appropriate online form on Metasport Gallery and indicating the NFT that he intends to purchase, by entering his data as requested in the order form, in order to allow Hypelab to evaluate the approval of the order. When completing the order proposal, Hypelab reserves the right to request the Customer, at any time, the necessary documentation to comply with the regulatory provisions on anti-money laundering where necessary, with particular reference to the provisions referred to in Legislative Decree no. 231/2007, as amended by Legislative Decree 90/2017 and by Legislative Decree 125/2019. Before sending an order proposal, the Customer is required to carefully read all the instructions provided during the purchase procedure (also regarding delivery costs and the Privacy Policy) as well as these General Conditions.
6.3 To proceed with the purchase NFT, the Customer must (i) enter the selected NFT in the "Shopping Cart" by clicking on the appropriate button, (ii) fill in the order proposal, (iii) select the payment method, (iv) accept the General Conditions and declare that you have read the privacy policy and (v) send the order proposal to Hypelab.
6.4 The transmission of the order proposal constitutes a purchase proposal relating to the selected NFT, governed by these General Conditions and binding for the Customer. The transmission of the order proposal by the Customer implies the obligation for the latter to pay the price of the NFT ordered.
6.5 Before submitting the order proposal, the Customer has the possibility to make any corrections / changes to the data entered by following the appropriate procedure indicated on Metasport Gallery (by way of example and not exhaustive, the Customer has the right to change the quantity of NFT that it intends to purchase by adding or deleting one or more NFT from the "Cart").
6.6 The form with the order proposal and the Customer's data relating to the order proposal will be kept by Hypelab as the data controller pursuant to EU Reg. 679/2016 (GDPR) for the period of time required by current legislation , as described in the Privacy Policy, also pursuant to art. 50, paragraph 2 of the Legislative Decree, 06/09/2005 n. 206 ("Consumer Code").
6.7 Hypelab may, at its discretion, refuse an order proposal within 30 days of receipt of the same. In this case, no amount will be due by the Customer to Hypelab. Hypelab may refuse an order proposal, by way of example and not limited to, in the following cases:
(i) in the event of non-availability or technical complexity of providing the NFT; or
(ii) in the event that there is a report, or suspicion, of fraudulent or illegal activity, including the suspicion that the purchases are made for commercial purposes or for money laundering activities;
(iii) in case of non-fulfillment by the Customer of its obligations deriving from a previous contract concluded with Hypelab.
6.8 The contract between Hypelab and the Customer is concluded when the Customer receives confirmation from Hypelab of the acceptance of the order proposal ("Order Confirmation"). The acceptance (or rejection) by Hypelab of the order proposal will be sent to the Customer to the e-mail address indicated by the Customer in the order proposal or through automated solutions, even immediately upon sending the order proposal. The order proposal of the Customer shall have a minimum amount of 50 cents of Euro.
6.9 In the event of unavailability of the NFT ordered, the Customer will be notified by e-mail. In this case, the order proposal is canceled. In case the purchase order of the Customer may be satisfied only partially (due to limitation of NFT), then the Customer shall pay only the NFT effectively delivered by Hypelab. (If the payment is made by credit card, the Customer will be charged only the amount corresponding to the NFT available). If the Customer buy the NFT through a coupon which grant a discount as percentage, the discount shall applied only to the available NFT. If the Customer buy the NFT through a coupon which grant a discount as fixed amount, the discount shall applied for all of its value but if such value of the discount exceed the value of the NFT available, then the Customer shall pay the minimum price for the purchase order amounting to 50 cents of Euro (as per art. 6.8 above)
6.10 After receiving the Order Confirmation, the order can no longer be canceled or modified by the Customer.
6.11 Hypelab may sell one or more NFTs with different sales procedures than those indicated above and based on the indications that Hypelab will provide to Customers via Metasport Gallery
7. Methods of payment
7.1 The Customer may perform the payment of the amount relating to the NFT contained in the order proposal, and related gas fees or commissions, using the methods indicated on Metasport Gallery, via EURO. As a buyer, the Customer represents and warrants that he has legally obtained the funds used to pay the price of the NFTs included in the order proposal (and the related delivery costs, if any) and that he is not involved in any transaction intended to conceal the identity, origin or destination of the funds through which the Customer pays the price of the NFTs ordered (and the related gas fee and commissions, if any).
7.2 In the event that, for any reason, it is not possible to charge the credit card the amounts owed by the Customer, it will not be possible to execute the contract and the order will be considered canceled without any liability attributable to Hypelab.
7.3. For each order Hypelab will issue a specific receipt / invoice which will be sent to the Customer via e-mail or posted in compliance with current legislation. The invoice will be issued based on the information provided by the Customer at the time of the order. Changes to the invoice are not permitted after its issue.
8. Attribution of NFTs
NFTs are digital products that cannot be physically delivered. The attribution of NFTs to the Customer may be carried out in the manner indicated by Hypelab also via email to the Customer or via Metasport Gallery or in this General Condition. In particular, the Customer must have the availability of a User Account and a User Wallet address where he can credit the NFT. In the absence of this Wallet, the Customer will not be able to proceed with the allocation of the NFT. Hypelab, in the process of creating and assigning NFTs, may use third-party suppliers. Any delays connected to the congestion of the internet network or relevant blockchain or due to other problems not related to a default of Hypelab cannot be attributable to the latter. NFTs cannot be returned by the Client once purchased and credited to the User Wallet.
Hypelab will send an email to the Customer confirming the credit of the purchased NFTs.
9. Exclusion of Right of withdrawal
Exclusion of the right of withdrawal for NFTs. The right of withdrawal from the purchase of NFTs is excluded in the cases referred to in art. 59, letter a), i) and o) of Legislative Decree no. 206/2005 (Consumer Code). In this regard, please note that the right of withdrawal is excluded (Article 59, letter a) in service contracts after the complete provision of the service if the execution has begun with the express agreement of the consumer and with the acceptance of the loss the right of withdrawal following the full execution of the contract by the professional. Furthermore, the right of withdrawal is excluded (Article 59, letter i) with reference to the supply of sealed audio or video recordings or sealed computer software that have been opened after delivery. And finally, the right of withdrawal is excluded (Article 59, letter o) with reference to the supply of digital content (such as the NFT) through a non-material support (such as a private key for an NFT or other redemption of the NFT) if the execution began with the consumer's express agreement and with his acceptance of the fact that in this case he would have lost the right of withdrawal.
10. Intellectual Property Rights
All the brands of the partners of Hypelab and of the same Hypelab, and any brand eventually displayed on the images, video and in general on the content of the NFTs, and, more generally, all intellectual property rights relating to the images, videos, audio contained in the NFTs are and will remain the exclusive property of the legitimate owners and / or their respective licensor and / or licensees. The purchase of the NFT do not constitute, in any way, a transfer or license of such copyrights or intellectual property contained in the NFT.
11. Applicable law and competent court
11.1 These General Conditions and, consequently, the contracts concluded with Customers are governed by Italian law (in particular, the Consumer Code and Legislative Decree no. 70 of April 9, 2003, "E-commerce Decree") and must be interpreted based on it.
11.2. Disputes arising from the interpretation, validity and / or execution of these General Conditions will be devolved to the exclusive jurisdiction of the Court of Modena, except in cases of mandatory jurisdiction in favor of the judge of the place of residence or domicile of the Customer pursuant to the Consumer Code.
Alternatively, the Customer can choose to access the platform for the extra-judicial resolution of disputes provided by the European Commission, present on the website http://ec.europa.eu/odr