NFT Terms and Conditions

Introduction
NTT DATA Italia S.p.A., with registered office in Via Ernesto Calindri, 4 Milan (MI), enrolled in the Milan Companies Register under no. 00513990010, Tax Code and VAT no. 07988320011, e-mail address (the &quotù;Company”) created an NFT (acronym for Non-Fungible-Token), i.e. a type of cryptographic token on blockchain that represents a non-fungible digital or real asset.
The main characteristic of the NFT is its non-fungibility, i.e. its non-interchangeability through unique codes. This uniqueness, as opposed to the interchangeability of fungible tokens (e.g. cryptocurrencies), allows NFTs to be associated with physical assets or collectible digital assets. The latter is the case with NFTs made by the Company.
In this case, the NFT is considered a digital graphic work of art consisting of graphics, videos and/or sounds also through forms of animation, in fact the Company has realised NFT consisting of various digital image templates that can be aggregated with other multimedia contents (hereinafter, "Collabeatz”), also referable to the Company's own proprietary trademark and community and/or its licensors ("Trademark”).
NFTs are realised through a smart contract (i.e. a computer programme that operates on distributed ledger technologies and whose execution automatically binds two or more parties on the basis of effects predefined by them). The NFT, the smart contract and the related transactions are, by definition, public and visible information on the public Ethereum blockchain ("Ethereum”) that can be consulted on the Block Explorer called "Etherscan” via the following address: https://etherscan.io/ and, in the case of a hard fork, Collabeatz will only be considered valid on the chain officially recognised by the majority of Ethereum nodes. In this respect, Ethereum can guarantee the transparency, authenticity and immutability of transactions. Transactions consist of the buying and selling of Collabeatz and will be recorded on Ethereum through the payment of virtual currency ("ETH” or "Cryptocurrency”).
General Provisions
These general terms and conditions of sale (hereinafter, "General Terms and Conditions”) govern sales relating to Collabeatz distributed by the Company's authorized reseller Coinbar S.p.A. with registered office in Via della Marcigliana 532, Roma, Italia (the "Distributor”), and concluded remotely via the website https://opensea.io/ (hereinafter, the "Website”).
The language used for the conclusion of sales contracts through the Website is English.
Customers (as defined below) are obliged to read the General Terms and Conditions, available on the Website or on the Collabeatz webpage https://collabeatz.nttdata.com/ (the "Webpage”), carefully and save them on their device to familiarise themselves with them, to store them and to reproduce them.
The remote sales service provided by the Distributor through the Website is governed by these General Terms and Conditions and is reserved for persons who use the Website and complete a Collabeatz purchase (hereinafter, "Customers” or "Customer”).
Important information on NFTs
Information on Collabeatz and their price can be found on the Website and/or on the Webpage.

The Company owns the trademark licence for the marketing, promotion and sale of Collabeatz. In particular, the Company intends to market Collabeatz as better described on the Website.
The purchase of Collabeatz also does not imply any right of use for commercial purposes by the Customer of the name, image, logo and creative elements relating to the Trademark or the digital content of the NFTs. The Company and the Distributor therefore does not assign any right of economic exploitation of the work itself.
To be able to proceed with the allocation of the purchased NFT, the Customer shall comply with the written instructions that the Company or the Distributor will provide to the Customer via the Website or via the Webpage.
The purchase of the Collabeatz does not imply, in any way, the assignment or licence of the intellectual property rights relating to the Trademark, the digital contents, and anything else reproduced in the NFTs (hereinafter, "Intellectual Property”), which therefore remains the exclusive property of the Company or of its legitimate licensor owners, and in this regard, reference is made to section 11 entitled "Intellectual Property Rights”.
In order to be able to proceed with the allocation of Collabeatz, the Customer shall observe the instructions provided by the Company or the Distributor via the Website/Webpage.
The Customer must be in possession of a digital wallet ("Wallet”) to which Collabeatz can be transferred. In the absence of the Wallet, the Distributor will not be able to carry out such transfer. The Company or the Distributor shall have no responsibility in relation to the storage and maintenance of the Wallet, the management of which shall be entirely the responsibility of the Customer, who alone shall have access to the Wallet's private key.
The Company and the Distributor do not provide any services, including technical or IT support and assistance.
The graphical representation of Collabeatz displayed on the Website may differ from reality; the Customer must therefore rely solely on the description of the features shown on the Website.
The Company reserves the right to limit, at any time, the quantity and/or type of NFTs that can be purchased on the Website. The type of Collabeatz may be associated with other NFTs and personalised through other digital elements, on the basis of what is illustrated on the dedicated page of the Website/Webpage. The Company or the Distributor shall not be liable to the Customer in the event of non-availability of the Collabeatz if this is represented to the Customer prior to the conclusion of the contract. In such cases, the Customer shall be entitled to a full refund of the purchased Collabeatz.
Collabeatz Sale Price and Resale Percentage
The total price of Collabeatz is given on the Website, it is expressed in Cryptocurrency and is inclusive of any incidental expenses such as commission for processing NFTs transactions).
The Distributor will sell a limited number of Collabeatz in two stages:
the pre-sale limited to a small number of users and temporary; and
the public sale.
The Customer has the option to resell Collabeatz, also on third party platforms (so-called marketplaces). In this sense, the right of the Customer to sell or transfer Collabeatz on a specific platform or marketplace ("Secondary Sales”) is subject to such terms and conditions. The Customer acknowledges and accepts that for each Secondary Sale of Collabeatz, the Customer shall pay the Distributor a percentage up to 5% the resale price of Collabeatz (the "Resale Percentage”).
In the event of reselling Collabeatz, the Customer undertakes to make these General Terms and Conditions available to potential purchasers of Collabeatz and to have them accept them prior to the completion of the resale in the parts applicable to them, placing the same obligation on them with regard to subsequent resales.
Rights of Use and Secondary Sales
The Customer's proprietary right to the purchased Collabeatz does not imply any ownership of the content of the NFTs, which includes any design, artwork, image, photograph, video, sign, name, picture, photo, music and any other material contained in the NFTs (hereinafter referred to as "NFT Content”).
Accordingly, the Company and its licensors (including the Distributor), if any, are and shall remain the owners of all intellectual property rights to the NFT Content.
Subject to the Customer's compliance with these General Terms and Conditions and upon payment of the fees set out in Section 4, the Company grants the Customer a global, non-exclusive, non-transferable licence to use, copy and display the NFT Content solely for the following purposes: for personal and non-commercial use only; and for display only on marketplaces for the purpose of a possible Secondary Sale, provided that such marketplace cryptographically verifies and grants only to the actual owner of the NFTs the rights to display the NFT Content. Such rights in the NFT Content are deemed to be granted limited to the period of time that the Customer is the owner of Collabeatz. Accordingly, in the event of Secondary Sales, the same rights shall be deemed automatically transferred with the ownership of the relevant Collabeatz and the subsequent reseller shall be obliged to assign to the Distributor the relevant Resale Percentage to the extent determined in these General Terms and Conditions. In the case of Secondary Sales, the Customer is obliged to inform and communicate the existence of these General Terms and Conditions governing the purchase of Collabeatz and subsequent purchasers must accept them in full in order to finalise the purchase, holding the Company and the Distributor harmless and indemnified against any disputes on the part of the latter. In this sense, subsequent purchasers shall be bound, like the Customer, by these General Terms and Conditions. Without prejudice to the provisions of these General Terms and Conditions, the Customer acknowledges and agrees that they have no right, title and interest in the Trademarks of the Company and the companies of the NTT DATA group and in the related distinctive signs and intellectual property rights, as well as in the NFT Content which are and shall remain the property of the Company or its licensors, if any.
The Customer agrees not to do, or permit any third party to do or attempt to do, any of the following activities without the express written consent of the Company: (i) alter, cut, disassemble or modify Collabeatz or incorporate it, in whole or in part, into other digital objects; (ii) change, copy and in any way adjust or modify the NFT Content in any way, including, without limitation, shapes, designs, attributes or colour schemes; (iii) use the NFT Content to advertise and promote its own or any third party's products, services and professional activities, or use it in any way in association with the distribution and sale of such products and services; (iv) use the NFT Content in connection with any image, video or other form of media that depicts hatred, intolerance, violence, cruelty or anything that could reasonably be construed as hate speech or otherwise violates the rights of others (v) use the NFT Content in film, video or any other form of media, except solely for personal, non-commercial use; (vi) sell, distribute for profit (including, without limitation, give away in the hope of commercial gain) the NFT Content or otherwise market merchandise that includes, contains or consists of the NFT Content (vii) attempt to register trademarks, copyrights, or otherwise acquire additional intellectual property rights in or to the NFT Content; or (viii) otherwise use the NFT Content for their own or any third party's commercial benefit. To the extent that NFT Content associated with NFT contains intellectual property licensed from third parties, including artists, celebrities, athletes or other public figures ("Third Party Intellectual Property”), the Customer understands and agrees that: (ix) that it shall not have the right to use such Third Party Intellectual Property in any way other than as incorporated into the NFT Content and subject to the licence and restrictions contained herein; (x) that, depending on the nature of the licence granted by the owner of the Third Party Intellectual Property, the Company may have to go through restrictions on the Customer's ability to use the NFT Content; and (xi) to the extent that the Company or the Distributor notifies you of such restrictions in writing (email is permitted), you shall be responsible for complying with all such restrictions from the date you receive notice, and your failure to do so shall be deemed a breach of this licence. The restriction in this Section shall survive the expiration or termination of these General Terms and Conditions.
To the extent that the NFT Content contains Third Party Intellectual Property, the Customer acknowledges and agrees that it does not have any right, title and interest in such Third Party Intellectual Property, which may only be used as incorporated in the NFT Content, subject to the conditions set out in these General Terms and Conditions.
The Customer agrees to use the NFT Content in accordance with these General Terms and Conditions and, in the event of any breach of these General Terms and Conditions, to indemnify and hold harmless the Company, NTT DATA group companies and their licensors from any and all claims, demands and actions by third parties, as well as any and all damages, costs, expenses and fines arising from any breach of these General Terms and Conditions by the user.
Limitation of liability and guarantee
The Company as manufacturer shall guarantee the conformity of the Collabeatz with the technical characteristics of the product described during the sale. This liability pursuant to Article 118 of Legislative Decree no. 206 of 6 September 2005, as subsequently amended and supplemented by the "Consumers' Code” is excluded with respect to the Customer where:
the defect in the Collabeatz causing the damage did not exist at the time the Company and the Distributor put the NFTs into circulation (e.g. if the damage was caused by an attempt by the Customer to tamper with the NFT);
the state of technical knowledge relating to blockchain technology and smart contracts did not yet allow Collabeatz to be considered defective at the time when the Distributor put them into circulation; and
if the nature of the malfunction causing the damage is directly attributable to Ethereum. In this case, the Company and the Distributor would have no control whatsoever, since Ethereum, as a public blockchain, is not governed by a central entity.
Pursuant to applicable law, including the provisions of the Consumers' Code when applicable, the Customer acknowledges and agrees to use Collabeatz at their own exclusive risk, including those relating to quality, performance, functionality, and accuracy.
In the event of a lack of conformity of Collabeatz, the Customer shall have the right to have them restored to conformity where technically possible or the contract terminated within the terms provided for by applicable law. The Customer shall not be entitled to terminate the contract if the lack of conformity is minor.
To the extent permitted by applicable law and subject to the foregoing and consumer protection legislation where applicable, the Company and the Distributor shall have no liability arising out of or relating to these Terms and Conditions for (1) indirect, incidental or consequential loss (whether foreseeable or contemplated by the Customer); (2) emerging damages; or (3) loss of profit resulting from loss of revenue, profits or data. The Company's and Distributor's aggregate liability, if any, arising from the sale of Collabeatz shall not exceed the amount paid by the Customer for the purchase of such Collabeatz.
The Company and the Distributor shall in no event be liable for any errors resulting from the failure of the Customer's connection to the Website or the failure of the Website and/or the technical criticalities related to the transactions necessary to process the NFTs and the transfer of their ownership (including gas fees, third party platform fees, blockchain network clogging, etc.), as such circumstances are dependent on factors beyond the Company's and Distributor's control.
Collabeatz are intangible digital assets that exist by virtue of transactions recorded and maintained on Ethereum's public blockchain through related smart contracts. As Ethereum is not operated by a centralised entity, the Company and the Distributor has no control over, and makes no promises or warranties in respect of, the transactions taking place on Ethereum, including those relating to Collabeatz. For this reason, the Customer acknowledges that the Company and the Distributor are not responsible and shall have no liability for any problems or losses resulting from a malfunction of the Ethereum public blockchain and/or the related smart contract. The Customer agrees to indemnify and hold harmless the Company, the Distributor, their subsidiaries, and their officers, directors, employees and agents, from and against any and all claims, disputes, demands, liabilities, damages, losses, as well as costs and expenses, arising out of or in any way connected with (i) the Customer's use of the NFTs or (ii) the violation of these General Terms and Conditions or applicable laws.
Where Collabeatz are resold through Secondary Sales through third party platforms, the Company and the Distributor will not be in any way responsible for the sales process completed through such third-party platforms. The Customer is therefore invited, in such cases, to review the terms and conditions of sale and privacy policy of such third-party platforms where Collabeatz would be sold.
Entrance into the Contract
The website lists the essential features and price of each Collabeatz.
The Customer may send a proposal for a purchase order of Collabeatz, placing the relevant purchase order via the Website indicating the purchase of one or more Collabeatz that they intend to purchase, entering their details as requested in the order form, in order to allow the Distributor to assess the approval of the order. Within the limits provided for by applicable law, the Distributor reserves the right to request from the Customer directly or through third party companies appointed by the same, at any time, the documentation necessary to comply with anti-money laundering regulations, with particular reference to the provisions of Legislative Decree. 231/2007, as amended by Legislative Decree 90/2017 and Legislative Decree 125/2019, as well as to communicate all the data and information referred to in Annex 1 of the Decree of the Italian Ministry of Economy and Finance of 13 January 2022 to the Organismo Agenti e Mediatori (OAM) and to comply with all further regulatory obligations under the aforementioned Decree. Before sending an order proposal through the Website, the Customer is required to carefully read all the instructions provided during the purchase procedure as well as these General Terms and Conditions.
To make a purchase of Collabeatz, the Customer must (i) place the selected Collabeatz in the "Shopping cart” by clicking on the appropriate button, (ii) complete the order proposal, (iii) send the order proposal via the Website.
The transmission of the order proposal constitutes a purchase proposal for the selected Collabeatz and is governed by these General Terms and Conditions binding to the Customer.
Before submitting the order proposal, the Customer has the option of making any corrections/changes to the data entered by following the procedure indicated on the Website (by way of non-limiting example, the Customer has the option of modifying the quantity of one or more Collabeatz they intend to purchase by adding or removing one or more Collabeatz from the "Shopping cart”).
Once the purchase and accreditation of Collabeatz in the Wallet has been finalised, the Website will show a message to the Customer confirming that the purchased NFTs have been credited.
The Distributor may reject an order proposal, by way of non-limiting example, in the following cases:
impossibility or technical complexity of supplying the Collabeatz;
reports, or suspicion, of fraudulent or illegal activities, including suspicion that purchases are being made for commercial purposes or money laundering activities; and
for the Customer's failure to fulfil their obligations arising from a previous contract concluded with the Distributor.
The contract between the Distributor and the Customer is concluded when the Customer receives confirmation from the Distributor or from the Website of the acceptance of the order proposal ("Order Confirmation”) from which arises the relevant obligation on the part of the Customer to pay the price of the Collabeatz.
Methods of Payment
The Customer may make payment of the consideration expressed in ETH relating to the Collabeatz included in the order proposal, exclusively via their Wallet in the form of cryptocurrency indicated on the Website. As purchaser, the Customer declares and guarantees that they have legally obtained the funds used to pay for the Collabeatz included in the order proposal and that they are not involved in any transaction intended to conceal the identity, origin or destination of the funds with which the Customer pays the price of the Collabeatz.
In the event that, for whatever reason, it is not possible to process the ETH transfer in order to finalise the transaction, the contract cannot be executed and the order shall be deemed cancelled without any liability attributable to the Company.
Attribution of Collabeatz
Collabeatz are digital assets that cannot be physically delivered. The allocation of the NFT to the Customer may be carried out in the manner indicated on the Website in accordance with these General Terms and Conditions at the outcome of the payment for the purchase of the Collabeatz. In particular, the Customer must have the availability of a Wallet address to which to carry out the transaction relating to the transfer of Collabeatz. In the absence of such Wallet, the Distributor may not proceed with the allocation of the NFT. The Distributor or the Company cannot in any way be held responsible if the Customer does not provide a valid Wallet address in their name or traceable to them or provides incorrect addresses that do not belong to the Customer. Any delays related to the congestion of the Internet or blockchain network of reference or related to other problems that are not the sole fault of the Company or the Distributor and shall not be attributable to the them. NFTs cannot be returned by the Customer once purchased and credited to the Wallet. In this regard, please refer to the section on the right of withdrawal. Furthermore, the Company allows the Customer to associate any other NFTs in the Customer's Wallet to the Collabeatz purchased as long as the NFTs remain the property of the Customer.
It is understood that the period dedicated to the temporary pre-sale phase of Collabeatz is limited and Customers are obliged to comply with the time limits indicated on the Website.
Exclusion of right of withdrawal
Pursuant the provisions of Italian Consumer Code under Article 59, lett. O, the Customer expressly accepts and ackowledge that the right of withdrawal for the purchase of the Collabeatz is excluded.
Intellectual Property Rights
Without prejudice to the provisions under these General Terms and Conditions, all the trademarks of the Companies and of the companies of the NTT DATA group, the related figurative and/or shape trademarks, present on the NFT, as well as all the illustrations, images, graphics, videos, music and logos protected by copyright, and, more generally, all the intellectual property rights relating to the images, video, audio contained in the Collabeatz are and shall remain the exclusive property of the Company or their legitimate owners without the purchase of Collabeatz in any way representing a transfer or licence of such copyright or intellectual property rights contained in the NFT.
Protection of personal data
The Company is committed to protecting the Personal Data that the Customer may share with the Company or that may be collected used in connection with the use of the Webpage. By "Personal Data” we mean any data that allows us to identify the user, including, for example, their name, e-mail address, as well as any other information about them that is associated or linked to any of the above.
The Customer's Personal Data will be processed by the Company, as data controller, pursuant to Regulation (EU) no. 679/2016 ("GDPR”) and any other applicable data protection law, in accordance with the privacy policy and cookie policy also available within the Webpage.
Applicable Law and Jurisdiction
These General Terms and Conditions and, consequently, the contracts concluded with Customers are governed by and shall be construed in accordance with Italian law.
Unless the court of the consumer's domicile or residence prevails pursuant to applicable law, disputes arising from the interpretation, validity and/or execution of these General Terms and Conditions shall be submitted to the exclusive jurisdiction of the Court of Milan.
Alternatively, the customer may choose to access the platform for out-of-court dispute resolution provided by the European Commission at http://ec.europa.eu/odr.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, the Customer declares that they have understood and expressly accept the following sections of these General Terms and Conditions: 6 (Limitation of Liability and Warranty), 9 (Attribution of Collabeatz), 10 (Right of Withdrawal and Exclusions), 11 (Intellectual Property Rights) and 14 (Competent Court and Applicable Law).