NFT Terms and conditions
1.1. These general license terms and conditions (the “Terms”) apply to any purchase, sale and use of GCDS NFTs. These Terms are a legal agreement between you as a buyer and rightful ‘owner’ of the GCDS NFT(s) (the “GCDS NFT”) and licensee of the Digital Media (as hereinafter defined), regardless whether you are the one minting the GCDS NFT or if you are any subsequent holder (the “NFT Holder” or “you”), and GCDS S.r.l., with registered office in Milan, Via Spartaco n. 8, Tax Code and registration number with the Company Register of Milan, Monza-Brianza and Lodi 09146210969, R.E.A. N. MI-2071764 (the “Company” or “GCDS”) as the licensor of the Digital Media associated with the GCDS NFT and the party responsible for the GCDS NFT. Azerion Metaverse B.V. having its registered offices at Boeingavenue 80, 1119 PE, Schiphol-Rijk, registration number 76887855 (“Azerion”) is the party that will - on behalf of GCDS - launch and sell the GCDS NFT. “Digital Media” means the digital artwork (such as NFT art or other ‘metaverse content’) or similar digital audio and/or visual content explicitly associated with a GCDS NFT.
2.1. The offer for the sale of GCDS NFTs on the minting website or elsewhere does not yet constitute a binding offer to conclude an agreement, but merely an invitation for you to submit a binding offer. Company reserves the right to modify or have modified the types, prices, total amount of GCDS NFTs available and any other details of the GCDS NFTs at its discretion.
2.2. Any (financial) transactions that you engage in in connection with the GCDS NF via the minting website or any (secondary) marketplace will be conducted on the Ethereum network. We have no control over these transactions, nor do we have the ability to reverse any transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Ethereum network. Therefore, you should ensure you are aware of and agree to the terms and conditions that apply to (the use of) the Ethereum network.
2.3. Ethereum requires the payment of a transaction fee (a so-called “Gas Fee”) for every transaction that occurs on the Ethereum network. You will be solely responsible to pay the Gas Fee. We are not responsible for, and cannot prevent that you may incur, Gas Fees for failed or unsuccessful transactions, excessive Gas Fees charged due to high demand, complexity of transactions or due to bugs or technical malfunctions, or any loss of your GCDS NFT due to bugs or technical malfunctions.
2.4. You acknowledge and agree that our smart contract will be (fully) used to effectuate any sale and purchase of any GCDS NFT. You are not entitled to circumvent, tamper with or otherwise ignore, in whole or in part, our smart contract in any way in connection with a transaction of a GCDS NFT. Upon a successful purchase of a GCDS NFT via the minting website or (secondary) marketplace, the smart contract automatically and immediately executes the transaction of the GCDS NFT and the corresponding payment. By buying a GCDS NFT, you agree to pay to us all applicable fees, costs and royalties and authorize us to automatically deduct these amounts directly from your payment.
2.5. Given the nature of the GCDS NFT and technology that is used for transactions, the fact that the execution of the transaction on the ethereum network directly commences after your purchase of a GCDS NFT and that you will immediately obtain, have access to and will be able to reveal the digital media connected with the GCDS NFT when the transaction is successfully completed, you acknowledge and agree that by concluding a purchase of a GCDS NFT you lose any right of withdrawal that you may have in this regard. each payment is final and will not be subject to any refund, including any payment of transaction fees, even in the situation in which the underlying transaction would not be successful.
2.6. It is your sole responsibility to pay any taxes deriving from any sale of GCDS NFTs by or on behalf of you. If we are required to pay any taxes on your behalf, you will remit payment to the Company within thirty (30) days of notification by the Company.
2.7. The minting website or any (secondary) marketplace that is used for the purchase and sale of a GCDS NFT may impose its own terms and conditions that further govern your purchase or sale of a GCDS NFT. In the event of any conflict or inconsistency between these terms and any other applicable terms and conditions, these Terms will prevail in your contractual relationship with Company in connection with your purchase, sale and use of GCDS NFTs.
3.1. You understand that the prices of digital collectibles, such as the GCDS NFT, may be extremely volatile. Fluctuations in the price or value of other digital assets could materially and adversely affect the value of your GCDS NFT. we cannot guarantee – and therefore we cannot be held liable – that any GCDS NFT will not lose or will gain value (or have any economic value whatsoever) or have any kind of functionality or fitness for a particular purpose.
3.2. You also understand that there are risks associated with blockchain transactions and NFTs including, but not limited to, the effects of varying laws and regulations, the risk of failure or instability of hardware, operating systems, internet connections and the risk of other technological malfunctions, the risk of virus introduction, fraud, counterfeiting and cyberattacks as a result of which third parties may obtain unauthorized access to your digital collectible or personal information, and that blockchain transactions are in principle irreversable as a result of which any losses due to fraudulent or accidental transactions may not be recoverable. By purchasing and selling GCDS NFTs you are accepting sole responsibility for any and all transactions in connection with your purchase or sale of gcds NFTs.
4.1. Each GCDS NFT is associated with a non-fungible token (NFT) on the Ethereum network. When you acquire a GCDS NFT, you own the NFT, but you do not own the associated Digital Media or any Intellectual Property Rights therein. “Intellectual Property Rights” means any patent rights, copyrights, trademarks, trade secrets, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world. The Intellectual Property Rights in the Digital Media associated with the GCDS NFT rest solely with GCDS and/or its licensors, subject to the limited license granted by these terms only.
4.2. Subject to your continued compliance with these Terms, we grant you as the NFT Holder, for as long as you ‘own’ the GCDS NFT, a worldwide, limited, non-exclusive, non-sublicensable and non-transferable license to use, copy, and display the Digital Media associated with your GCDS NFT(s), solely for the following purposes: (i) for your own personal, non-commercial use; (ii) for the purpose of resale on a (secondary) marketplace of the GCDS NFT that you own, provided that such marketplace cryptographically verifies each GCDS NFT owner’s rights to display the Digital Media for their GCDS NFT to ensure that only the actual owner can display the Digital Media; and (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your GCDS NFT (e.g. the in-metaverse use of the Digital Media associated with your GCDS NFT), provided that the website or application cryptographically verifies each GCDS NFT owner’s rights to display the Digital Media associated with their GCDS NFT to ensure that only the actual owner can display the Digital Media, and provided that the Digital Media is no longer visible once the owner of the GCDS NFT leaves the website or application or the GCDS NFT is no longer in its possession.
4.3. For the sake of clarity, you understand and agree: (a) that you do not have the right, except as otherwise set forth in these Terms, to use, copy, reproduce, distribute, or otherwise commercialize our products or services of any kind, in the digital or in the physical world, any elements of the Digital Media, GCDS’ name or any other GCDS’ materials and / or GCDS’ intellectual property rights without GCDS’ express prior written consent in each case; and (b) that you may not, nor permit any third party to do or attempt to do any of the following without GCDS's express prior written consent in each case: (i) to use the Digital Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or infringe any applicable law, or (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Media. By purchasing a GCDS NFT you solely acquire those rights associated with the GCDS NFT explicitly granted herein.
4.4. For the avoidance of doubt, the personal licenses under these terms are strictly limited to the combined visual and/or audio elements. It is strictly prohibited and a violation of these Terms to use any elements of the combined Digital Media separately or to create a similar or derivative materials. Such use constitutes a violation of these Terms as well as intellectual property infringement, which would cause monetary damages and irreparable harm to GCDS. The restriction in this Section 4 will survive the expiration or termination of these Terms.
5.1. You represent and warrant that:
(a) you are the age of majority that applies in the country where you live, or older;
(b) you will not use the GDCS NFT for any illegal, fraudulent or unethical purpose, including for purpose of money laundering, terrorist activities or other acts that directly or indirectly violate any applicable law;
(c) you will not use any proceeds of the sale of your GCDS NFT(s) or parts thereof for directly or indirectly facilitating or financing any of activities listed under (a); and
(d) you are not subject of any international or national sanctions.
In such circumstances, without prejudice to the right to damages, if any, we shall have the right to terminate the contract between you and us immediately.
6.1. The GCDS NFT is provided "as is" and "as available" and without any warranties, guarantees, duties, or conditions, statutory or otherwise, of any kind.
6.2. To the maximum extent permitted by law, we disclaim all warranties, explicit or implied, including, but not limited to, implied warranties of merchantability and fitness for a specific purpose.
6.3. NFTs are intangible digital collectibles. They exist only by virtue of the ‘ownership’ record maintained by third parties on a blockchain. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger of the relevant blockchain. We cannot affect (and we do not guarantee that we can affect) the transfer of title or right in any assets.
6.4. We, including our officers, agents, employees, licensors and its independent contractors and their employees, will not be responsible or liable to the maximum extent permitted by applicable laws to you for any losses that you incur as the result of your use of the minting website, any (secondary) marketplace or your wallet, including but not limited to any losses, damages or claims arising from (i) user error, such as forgotten passwords or erroneous transactions; (ii) server failure or data loss; (iii) corrupted wallet files; or (iv) unauthorized access or activities by third parties, including but not limited to, by the use of viruses, phishing, brute-forcing or any other cyberattack to the minting website, any (secondary) marketplace, any wallet or your device(s).
6.5. To the maximum extent permitted by applicable laws, in no event will the company, including its officers, agents, employees, licensors and its independent contractors and their employees, be liable to you for any direct, indirect, incidental, consequential, special, punitive, or other similar damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses, arising out of or relating in any way to these terms, the GCDS NFTs or the digital media, whether based on contract, tort or any other legal theory, and whether or not the company has been advised of the possibility of such damages.
6.6. Notwithstanding anything to the contrary contained herein, in no event shall our maximum aggregate liability, including its officers, agents, employees, licensors and its independent contractors and their employees, arising out of or in any way related to these terms, the GCDS NFTs or the digital media, exceed the greater of (a) eur 100 (one hundred euros), or (b) the amount received by us from the original sale of the GCDS NFTs that are the subject of the claim.
6.7. The foregoing limitations of liability shall not apply for damages that are the result of the wilfull intent or deliberate recklessness of our executive staff.
7.1. These Terms shall be construed, governed, and interpreted under and in accordance with Italian law, without regard to its or any other jurisdiction’s conflict of law’s provisions, that would cause the application of the laws of any other jurisdiction. If and to the extent that the UN Convention on Contracts for the International Sale of Goods (CISG) would be applicable in relation to the subject matter of these Terms, such applicability is hereby explicitly excluded.
7.2. Any dispute arising directly or indirectly out of or in connection with these Terms, GCDS NFTs and/or the Digital Media shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators, where compatible with the provisions of Article 66 bis of the Italian Consumer Code (if applicable). The award of the panel shall be final and binding on the parties. No award or procedural order made in the arbitration shall be published. Arbitration shall take place in Milan. The arbitration shall be conducted in English. Notwithstanding the foregoing, the Company may initiate preliminary injunction proceedings before any other competent court at its sole discretion. This section will not apply in the event that you are a consumer (as defined by Art. 3 of the D.Lgs. September 6, 2005, No. 206 <
7.3. If you are a Consumer and you have submitted a complaint relating to a contract concluded through this site, but it has not been possible to resolve the dispute that is the subject of the complaint, you will be provided with information about the Alternative Dispute Resolution body or bodies for the out-of-court settlement of disputes (so-called ADR bodies, as indicated in articles 141-bis et seq. of the Consumer Code), specifying whether or not we use these bodies to resolve the dispute. In any case, we inform you that for the resolution of disputes arising from the exact application of the contracts governed by the provisions of Sections I to IV of Chapter I of the Italian Consumer Code, it is possible to resort to mediation procedures, as per Italian Legislative Decree no. 28 of 4 March 2010. This is without prejudice to the possibility of using the voluntary and equal negotiation procedures provided for in Article 2, paragraph 2, of the same Legislative Decree no. 28 of 4 March 2010.
7.4. In addition, if you are a Consumer, we hereby inform you on your right to make use of to the European platform that has been set up for the online resolution of consumer disputes (the ODR platform). The ODR platform can be consulted at the following address: ec.europa.eu/consumers/odr.
7.5. In any case, whatever the outcome of the procedure for the out-of-court settlement of the dispute, if you are a Consumer it is without prejudice to your rights to apply to the ordinary competent judge, and, if the conditions are met, to promote an out-of-court settlement of disputes relating to consumer relations through recourse to the procedures set out in Part V, Title II-bis of the Italian Consumer Code.
8.1. These Terms represent the complete agreement between you and us concerning the purchase and use of the GCDS NFTs and replace all prior agreements and representations, warranties, or understandings between you and the Company concerning the same subject matter.
8.2. We reserve the right to update, modify or replace these Terms, in whole or in part, at any time at our sole discretion by posting changes to the Terms on our website(s) or by informing the GCDS NFT community thereof via other channels or (social) media. It is your responsibility to periodically check the site and the present Terms for any changes. The changes are effective from the date they are published, on such other date as communicated by the Company, or – if you are a Consumer - one month after they are published. If you do not agree with the changes, you must inform Company thereof promptly, before the changes become effective and you may terminate your contractual relationship with the Company provided that there are no outstanding obligations on your side to be performed by you to the benefit of the Company. In any case, if you object to and do not accept the changes, your license to the Digital Media and other rights associated with the GDCS NFT will end on the date that the changes come into effect and you must stop using your GCDS NFT. Your continued use of your GCDS NFT(s) after the effective date of the changes, shall be deemed to be your acceptance of such changes.
8.3. If any provision of these Terms is held to be invalid or unenforceable for any reason, such provision shall be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms shall remain in full force and effect.
8.4. We may at any time assign, transfer, charge, or subcontract all or some of our rights or obligations under these Terms without your consent being required.
8.5. You may benefit from mandatory provisions of the law of the country in which you are resident or such mandatory provisions of law that are otherwise applicable in the contractual relationship between you and Company (e.g. if you are a consumer). Nothing in these Terms shall affect your rights to rely on such mandatory overriding provisions of (local) law.
If you have any questions concerning these Terms, you may contact us at firstname.lastname@example.org .