CGUNFT – CGVNFT
Regarding the management and sale of NFT
On the one hand the "CREATOR" and on the other hand the "PURCHASER" customer having full legal capacity and having acquired the NFT and also "123SPONSOR" as a Platform.
123SPONSOR's NFTs are recorded and Coded in Blockchain on SOLANA Tokens, therefore the Parties can only trade with each other if they have a Solana Wallet.
The Non-Fungible Token (NFT) was issued through a Smart Contract following the sale and confirmation of its payment, then sent to the PURCHASER on the public address SOLANA communicated for this purpose .
The CGUNFT are applicable to the relationship between the PARTIES and prevail over any other general or specific conditions. Including those mentioned in this document.
The work for which the CREATOR has full copyright is visible by following the link included in the NFT metadata JSON file and this work is described in this same file.
NFT-2 Technical identification
The WORK is registered in a computer file, recorded on the accessible IPFS storage service, referred to in the metadata of the NFT Smart Contract, on the public DEEP Blockchain SOLANA.
The NFT complies with the ERC-721 standard.
The CREATOR grants to the PURCHASER who accepts it:
- Full ownership of the NFT
- The rights of use referred to in Article NFT-3
NFT-3 Scope of the License of Use Rights
This ASSIGNMENT includes the granting of rights to use the WORK on a non-exclusive basis.
3.2 Territorial scope
The rights of use are granted for the whole world
The rights of use are granted for eternity, or, failing that, for the legal duration of the intellectual property rights, in the absence of recognition of such possibility of eternal license, in the state of the law at the time expiration of intellectual property rights.
3.4 Scope of the rights granted to the holder of the NFT under the associated user license
The rights of use granted include the following rights:
- Right to use, represent, archive and display the WORK on any physical or digital medium, existing or future, in a strictly private context, for personal and non-commercial use.
- Right to represent the WORK in a degraded version, in the image quality associated with the NFT, in a public context for the strict purposes of reselling the NFT, on all physical or digital supports or existing or future digital media, in particular networks social media, the PURCHASER's personal or professional websites, online galleries or Metavers.
- In the event of resale of the NFT, the previous PURCHASER undertakes to deliver the copy of the original High Definition file of the WORK as described in the JSON metadata of the NFT to the new PURCHASER and to delete any reproduction of the file, in particular, the original HD file.
The PURCHASER will mention on the WORK or in an insert provided for this purpose as well as in the metadata linked to the file, the name of the CREATOR as well as the title of the WORK in the context of any reproduction or representation of the WORK concerned in Article 3.4
NFT-4 Transfer price
In return for the NFT and the associated rights of use, the PURCHASER undertakes to pay the price mentioned in Euros increased by the amount of Gas-Fee (Mint) whose value is indexed to the price of the SOL.EU Token of SOLANA.
5.1 Warranty of copyright ownership
The CREATOR declares to be the sole and exclusive holder of the copyright and related rights and in general to hold all the authorizations necessary for the peaceful exploitation of the WORKS and guarantees to the PURCHASER the free and full enjoyment of all easements of the rights covered by the contract, against all disturbances, claims and evictions whatsoever.
The CREATOR will be responsible for any claim or possible request, amicable or judicial, from a third party claiming to have the rights to the NFT and guarantees the PURCHASER against any recourse. The CREATOR undertakes to bear the total costs resulting from all appeals, in particular legal costs, proceedings, expertise and lawyers' fees, as well as to compensate the PURCHASER for all damages. suffered and in particular for all damages and other indemnities that would be requested from it on a transactional basis, all judicial condemnation, costs and accessories, losses and loss of earnings resulting from a possible dispute.
5.2 Guarantee of ownership of competing rights
The CREATOR guarantees that it has not assigned other NFTs associated with the same rights.
The CREATOR undertakes not to issue additional NFTs granting all or part of the rights of use referred to in these CGUNFT.
5.3 Guarantee against infringement of the rights of third parties
The CREATOR declares that the WORK does not contain any element likely to harm the interests of a third party, yes such as to found a legal action on the basis of infringement or invasion of privacy, the right to image or likely to be considered as an attack on good morals, an act of defamation or insult.
5.4 Precautions against unauthorized use
The CREATOR declares that all precautions are and/or will be taken to minimize the risk of piracy and/or any unauthorized use of the WORKS;
5.5 Guarantees against the deletion of the links or files referred to in the metadata and methods of reissuance.
The PURCHASER will keep at least one copy of the files covered by the metadata of the NFT by his own means (personal hard drive, personal cloud, storage services. The CREATOR accepts in advance the issuance of a substitute NFT with the same specifications that the NFT become inactive by a company specializing in the issuance of NFTs and crypto-assets under the control of a commissioner of justice having previously noted the inactive nature of the NFT.This exceptional operation will be carried out at the expense of the PURCHASER.
5.6 Guarantees and indemnities
In the event that the PURCHASER or 123SPONSOR would be the subject of a request from a third party or of an appeal due to the distribution of the WORK which would have as its origin the non-respect of the CREATOR of its obligations and guarantees referred to herein, the CREATOR undertakes to indemnify the PURCHASER and/or 123SPONSOR for all the financial consequences related to such a claim or such recourse.
6.1 Economic risks
The PURCHASER acknowledges being warned of the following economic risks:
- The NFT may lose all or part of its value due to changes in the market price.
- Digital assets, tokens and NFTs may be subject to significant upward and downward price fluctuations. The magnitude of such fluctuations is difficult to predict and cannot be guaranteed.
- The PURCHASER has no guarantee of being able to list the NFT on a platform or secondary market and the PURCHASER therefore has no guarantee of being able to resell the NFT.
6.2 Technological risks
The PURCHASER acknowledges being warned of the following technological risks:
- The NFT is stored in an electronic wallet "Wallet" to which is associated a unique private key allowing access to the NFT. Consequently, the theft, loss or hacking of private keys implies the permanent loss of the NFT. The PURCHASER is also responsible for the secure storage of the private key of his Wallet, necessary to receive and transfer the NFT. The loss or theft of the private key is equivalent to the loss of the NFT assigned to the Wallet. A reissue will be technically possible under the same conditions as those detailed in article X.5.5 or those provided for by the competent courts if the PURCHASER can rely on a final and enforceable court decision to this effect. To this end, the PURCHASER is advised to list his lost or stolen NFT in a database dedicated to the loss or theft of NFT, if such a database exists.
- In the event of transfer by the PURCHASER to a wallet incompatible with the smart contract of the NFT, the PURCHASER will normally no longer be able to access the NFT. The PURCHASER bears full responsibility for the decision as to the choice of wallet used. A reissue will be technically possible under the same conditions as those detailed in article X.5.5
- In the event of subsequent creation by the PURCHASER of a smart contract relating to the transferor NFT, the PURCHASER bears full responsibility for the choice of the standard or ad hoc smart contract used and for any bugs and security vulnerabilities.
- The chosen DDEP is the public Blockchain SOLANA running a risk of a so-called 51% consensus system attack that could corrupt the data recorded on the Blockchain.
6.3 Regulatory risks
The PURCHASER acknowledges being warned of the following regulatory risks:
- Legal and tax risks related to the determination of the applicable law, in particular in the event of resale of the NFT are to be taken into account by the PURCHASER. The CREATOR cannot guarantee a legal or tax qualification due to the diversity of national laws applicable in the matter and their evolution potentially unfavorable to the interests of the PURCHASER.
- Regulatory or normative changes could have an impact on the operation of the public DEEP Blockchain SOLANA used for the NFT, which could generate various legal and tax risks with consequences in particular on the conditions or even the possibility of reselling the NFT.
- Risks related to reinforced obligations of identification of the PURCHASER to keep, use and/or resell the NFT must be taken into account and cannot be covered by the CREATOR or by 123SPONSOR.
NFT-7 Valuation of 123SPONSOR's NFTs
NFTs published on 123SPONSOR are likely to see their valuation fluctuate depending on the activity of the CREATOR or PROJECT OWNER who owns them. Different dynamic criteria will be considered to do this:
- Results of competitions for athletes
- Press quotes, interviews or awards for athletes and artists
- Significant increase in the number of Fans
7.1 Activation of valuation levers
The CREATOR or the PROJECT OWNER must notify 123SPONSOR of any public event likely to affect the valuation of its NFTs. The process involves sending a message describing the event and indicating the URL link as proof. The 123SPONSOR moderation team may insert the corresponding valuation percentage after having duly carried out the necessary checks. The evolution of valuation then intervenes on all the NFTs still available on the 123SPONSOR Platform.
Conversely, NFTs belonging to a CREATOR or PROJECT OWNER without any activity for more than 10 (ten) consecutive months, may lose their value after observation by the moderation team.
The NFT is issued thanks to a smart contract at the end of the sale and sent to the PURCHASER on the SOLANA public address communicated for this purpose. The granting of the rights of use referred to in Article X.3 takes place as soon as the NFT is placed in the PURCHASER's Wallet and continues as long as the NFT is held on a Wallet of which the PURCHASER is the holder.
Note that when the NFT buyer does not have a Solana Wallet available and declared on the Platform, his NFT will be subject to a Mint in the standards and will be stored in a Solana Wallet belonging to the Netwidoo Company in the waiting for the Transfer Wallet. Custody costs may possibly be claimed from the owner of the NFTs in this case.
NFT-9 Resale Condition
The PURCHASER is authorized to resell, without the prior consent of the CREATOR, to any third party of his choice the NFT with the associated rights of use and secondary rights than those stipulated in these CGUNFT.
The NFT cannot be resold by the PURCHASER without transferring the associated rights of use and vice versa.
The transfer of the NFT between Electronic Wallets held by the PURCHASER is not assimilated to a resale but to a simple internal movement.
NFT-10 Legal or contractual resale right
The PURCHASER will ensure, in the event of resale of the NFT to a third party by means of a smart contract or by way of transfer of ownership of a decentralized, centralized, digital or physical Electronic Wallet, that the CREATOR's resale right is respected.
If at the time of resale, French law recognizes a resale right for NFTs of the type covered by these CGUNFT, then this right applies.
Failing this, a resale right applies contractually and implicitly, payable to the collective management organization to which the CREATOR is registered or, failing that, directly to the CREATOR as well as to any other beneficiaries, with the legal rate and according to the applicable methods. for the resale right of physical WORKS at the time of resale.
NFT-11 Applicable law – Competent courts
These General Conditions of Use are subject to French law. Any dispute between an NFT CREATOR and 123SPONSOR not resolved amicably will be brought before the Tribunal de Grande Instance of Paris, except in cases where such a conventional attribution of jurisdiction would not be opposable to the plaintiff in his capacity as a consumer.