GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions (“General Conditions”) contain the terms and conditions applicable to the relationship between Seller and Buyer, with reference to the sale of NFTs through the DoubleFi App, as defined below.

DOUBLEFINANCE, also referred to as DoubleFi on some Stores, is an App owned and operated by DIGITAL TRUST CSP Fzco, based in Dubai, Digital Park, Dubai Silicon Oasis (LICENSE No. 8213). DIGITAL TRUST CSP Fzco is also the entity that conceived and created the Work incorporated into the NFT subject to the sale governed by these terms and conditions and therefore holds all the economic exploitation rights on the Work incorporated in the NFT.

SMART TECHNOLOGIES EU EOOD, established in Bulgaria: r. Dianabad, str. Pimen Zografski ÿ 4, bl. Business Building 2, apartment. city of Sofia, p.c. 1172 Izgrev district, is the entity that is exclusively entrusted with the custody of the NFTs being bought and sold through the DoubleFi App, in accordance with the license BB-142/03.02.2023 issued by the National Revenue Agency on 03.02.2023.

DEFINITIONS

Without prejudice to any further definitions contained in these General Terms and Conditions, the following terms, where capitalized, shall have the meaning given to them below in this section:

Consumer Code: Refer to Custumer Code of DUBAI

Contract: means these General Terms and Conditions, together with the relevant Order.

Consumer: means the natural person who acts for purposes unrelated to any entrepreneurial, commercial, artisanal or professional activity carried out, pursuant to Custumer Code of DUBAI

Cryptocurrency: means ethereum virtual currencies or equivalent ERC-20 tokens.

NFT: indicates a type of cryptographic token (i.e. a series of computer data in aggregate form, recorded on Smart Contracts and stored on the blockchain), characterized by non-fungibility, uniqueness and indivisibility, which incorporates and identifies a given Work.

The NFT being sold by the Seller and the Work incorporated therein are better identified, illustrated and described in the section of the Platform dedicated to them.

Artwork: means the work of art/digital object (such as, but not limited to, figurative works of art, animated, photographic) embedded in the NFT being sold and, where applicable, the corresponding physical work/object (“Physical Work”).

Order: has the meaning set out in paragraph 1.2.

Price: means the consideration due by the Buyer to the Seller for the purchase of the NFT. This price is equal to the fixed amount determined by the Seller. The Price is exclusive of Value Added Tax (VAT), where applicable, and any other legal charges.

Smart Contract: means a computer program that operates on the blockchain, the execution of which automatically binds two or more parts based on predefined effects.

Buyer: means the person who purchases the NFT indicated in the Order.

Seller: means the person who conceived and created the Work incorporated in the NFT object of sale, which holds all the rights of economic exploitation on the Work incorporated in the NFT object of purchase and sale through the App.

1. CONCLUSION OF THE CONTRACT

1.1. In order to purchase an NFT through the App, the Buyer must proceed with the relevant registration and identification (know-your-customer) through the procedure available from time to time on the App itself. In this regard, the Client declares and warrants that he/she does not provide false and/or misleading information, and that he/she has all the necessary rights and powers to conclude and give full and effective execution of the Contract.

1.2. Once the registration and identification procedure have been completed on the App, if the Buyer intends to make a purchase of an NFT, he/she may select the NFT and submit the relevant order (“Order”) to the Seller through the App, following the instructions available therein. By clicking the “Buy” button, the Buyer will forward the Order to the Seller. Once the Order has been taken over and confirmation of the actual payment of the Price has been received, the App will send the Buyer a receipt of the Order and the simultaneous confirmation of the purchase made by email to the registered address.

2. PRICE AND PAYMENT METHODS

2.1. The Buyer acknowledges and accepts that the payment of the Price shall be made by the Buyer at the same time as the Order.

2.2. It is understood between the Parties that the payment of the Price may be made by payment cards or through Cryptocurrency or, finally, through other payment methods supported by the application.

Specifically: in the case of payment by payment card, the related transactions will be handled through a third-party payment service provider; in case of payment through Cryptocurrency, payment transactions will be managed through a suitable Smart Contract.

In such cases, the Purchaser must download and install a self-hosted wallet on his/her browser independently and under his/her sole responsibility.

The Buyer also acknowledges and accepts that it is the Buyer’s specific obligation to install and use a self-hosted wallet compatible with the Platform in order to receive the purchased NFTs if he/she wishes to export them.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. It is understood between the Parties that by signing this Agreement and paying the Price, the Buyer does not purchase the Work but an NFT (i.e. a non-fungible token) that constitutes a digital representation of the Work itself. The Buyer, therefore, acknowledges and accepts that all rights, including those of industrial and/or intellectual property and the rights of economic exploitation on the Work are and remain, in all their parts and everywhere in the world, the exclusive property of the Seller.

3.2. Without prejudice to the provisions of the preceding paragraphs, for the sole and exclusive purpose of allowing the Buyer to economically exploit the purchased NFT, with the Contract the Seller grants the Buyer a non-exclusive, royalty-free, non-sublicensable and assignable license, to display, represent, publish, disseminate, communicate to the public and reproduce with and on any medium, the Work incorporated in the NFT (“License”).

3.3. It is understood between the Parties that the rights granted with the License referred to in paragraph 3.2 above may be exercised by the Buyer only in the context of, or for purposes related to, the economic exploitation of the NFT purchased.

It is therefore expressly forbidden for the Buyer, by way of simplification and not exhaustively and unless otherwise agreed in writing with the Seller to this effect, to:

(I) copy the Work and/or make derivative works of the Work and modify, alter, deform and/or adapt the Work;

(II) incorporate the Work into films, videos or any other media and, in general, use the Work for commercial purposes or, more generally, exploit the Work, in whole or in part, for the promotion or advertising of products and/or services of the Buyer and/or third parties;

(III) use the Work in connection with, or in connection with, any material or content that is discriminatory, defamatory, libelous, threatening, or includes pornographic, child pornography, or obscene material;

(iv) sell or distribute for profit copies of the Work or materials incorporating the Work;

(v) remove copyright and/or trade dress from the Work;

(VI) use the Work to issue additional Tokens/NFTs incorporating the Work itself, or any part thereof.

3.4. The Buyer undertakes not to contest, in whole or in part and anywhere in the world, the validity of the Seller’s intellectual and/or industrial property rights.

4. CHARACTERISTICS OF THE NFTS BEING SOLD

The NFTs being sold, called DoublePass, consist of utility tokens that allow access to the different services offered by the application, complying with the MiCA regulations, complying with the non-cumulation requirements relating to the issuance of NFTs and substantial verification of the services connected to them expressed in the regulation published on 03/05/2023 by the European legislature.

Once the purchase has been made, the user will receive benefits on the services offered by the application concerning:

– Cashback on Visa crypto card expenses

– Discount at DoubleFinance® partners

– Discount on commissions deriving from the use of the services offered

The benefits deriving from the purchase of a specific DoublePass are clarified by the table below:

The DoublePass called Legend will not be available for purchase, as it will only be granted to users who are part of the first phase of the DoubleFinance® project free of charge and will be valid for life.

Please note that it is not possible to redeem DoublePass purchased or received free of charge for a limited or unlimited time and that the benefits linked to it will remain in force until the expiration date of the same.

5. AIRDROPS AND PROMOTIONS

Whenever the user accesses discounts or promotions deriving from the inclusion of a certain amount in the staking protocol, it should be noted that the latter will be subject to an immovable constraint with a minimum duration of at least 12 (twelve) months, during which, exclusively for the amount under discussion, it will not be possible to request the unstake.

6.WARRANTY

6.1. Where the Buyer qualifies as a Consumer, all NFTs and (where applicable) Physical Works purchased by the Buyer are covered by the legal guarantee of conformity, which covers lack of conformity in accordance with Custumer Code of DUBAI.

In the event of defects and/or non-conformities of an NFT, the Buyer shall be entitled, where possible, to restore the conformity of the NFT, by repair or replacement, or to alternative remedies in the cases expressly provided for in the Custumer Code of DUBAI. The defect and/or non-conformity must be reported to the Seller, under penalty of forfeiture, within two months from the date on which they were discovered, by sending a notice to the Seller to this effect to the support@doublefinance.io address indicating the defect and/or non-conformity found. The Seller will promptly respond to the communication and indicate to the Buyer the procedure to be followed. Pursuant to the law, the Buyer shall have the right, where possible, to restore, without charge, the conformity of the NFT by repair or replacement (at the Buyer’s option, provided that such choice is possible and not excessively onerous compared to the other alternative) or, if repair or replacement is not possible, to a reduction in the purchase price or termination of the Contract,  except in cases of minor defects.

6.2. Excluded from the scope of the Legal Warranty are any failures and/or malfunctions caused by accidental events or by the Purchaser’s responsibility or by a use of the NFT that does not comply with the Agreement.

7. LIMITATIONS OF LIABILITY

7.1. The Seller assumes no responsibility in relation to any damages, expenses, costs and/or charges that may arise to the Buyer or third parties as a result of improper use of the NFTs or, in any case, other than what is provided for by the relevant technical characteristics

7.2. The Seller assumes no responsibility in relation to the correctness and truthfulness of the data indicated by the Buyer in the Order and/or in any case entered by the Buyer in the App, as well as in relation to the fact that the NFTs purchased are suitable to meet the needs and expectations of the Buyer.

8. WITHDRAWAL

The Buyer acknowledges and accepts that, unless otherwise agreed between the Parties, the right of withdrawal granted to Consumers provided for in the Custumer Code of DUBAI is to be considered excluded, with reference to each NFT purchased by the Buyer with this Agreement.

9. CONFIDENTIALITY

9.1. The Seller and the Buyer expressly acknowledge and accept that, within the mandatory limits of the law and without the prior written authorization of the other Party, all information, news, documents, data, processes, projects, acts and/or methods, of any nature, transmitted, learned or obtained within the framework of this Agreement (“Confidential Information”) and not published on the App, are to be considered strictly confidential.

9.2. Any and all forms of communication and/or disclosure, direct or indirect, of Confidential Information are prohibited.

In particular, the Seller and the Buyer undertake:

(i) not to copy, transcribe, or record the Confidential Information, except as strictly necessary for the purposes set forth in this Agreement;

(II) not to resell, provide, transmit, communicate and/or otherwise make available the Confidential Information, even partially, in reworked or aggregated form, directly or indirectly, to unauthorized third parties, without the prior written consent of the Disclosing Party or for the fulfillment of legal obligations or orders of the judicial authorities or for the exercise of the right of defense;

(III) implement and maintain adequate security measures (including technical and organizational measures) in order to protect the Confidential Information from unauthorized access, in any case not inferior to those already adopted by the receiving Party to protect its confidential information.

9.3. The provisions of this Article shall not apply to Confidential Information that the Receiving Party can provide documentary evidence that:

(I) was already known or otherwise lawfully in the possession of the receiving Party prior to the time, and regardless of whether or not the Disclosing Party communicates the same;

(II) has become public knowledge, unless this results from a breach of the Agreement;

(III) shall be disclosed to any competent State body or Authority or Tribunal by virtue of any law, regulation or order of a Tribunal, provided that the request by such State body or Authority or Tribunal shall be notified without delay in writing to the Disclosing Party prior to executing the order received, so that the Disclosing Party may identify and take such measures as it deems appropriate to maintain the confidentiality of the Information Confidential, possibly asking for secrecy. Such notification shall include, without limitation, identification of the information to be disclosed and a copy of the order. In any event, the Receiving Party shall disclose only such information as is strictly necessary to comply with its obligations and shall take all appropriate steps to limit further disclosure of such information by such government or authority or court, provided that the obligations of secrecy under this Agreement for such information shall not cease.

9.4. The provisions of the preceding paragraphs shall remain effective even after the termination of the validity of the Agreement until, and to the extent that, the Confidential Information may have become public knowledge for reasons other than breach of confidentiality commitments made by each Party.

10. PERSONAL DATA

10.1. The Parties undertake to comply with the legislation in force from time to time on the protection of personal data, including Regulation (EU) No. 2016/679 (GDPR) and Legislative Decree no. 196/2003 (Privacy Code).

11. APPLICABLE LAW, JURISDICTION AND DISPUTE RESOLUTION

11.1. This Agreement shall be governed by and construed in accordance with law of DUBAI.

11.2. The Buyer, if qualifies as a Consumer, in the event of a dispute with the Seller, will have the right to access and use the European Online Dispute Resolution platform (“European ODR Platform”) for the resolution of such disputes. The European ODR Platform is developed and managed by the European Commission, in compliance with Directive 2013/11/EU and Regulation (EU) No. 524/2013, in order to facilitate the independent, impartial, transparent, effective, rapid and fair out-of-court settlement of disputes concerning contractual obligations arising from online sales or service contracts between a consumer residing in the European Union and a trader established in the Union,  through the intervention of an ADR (alternative dispute resolution) body that has adhered to it, which can be selected from a special list available therein. For more information on the European ODR Platform or, if you are a Consumer, to initiate, through the latter, an alternative dispute resolution procedure relating to this Purchase and Sale Agreement of one or more NFTs, access the following link: http://ec.europa.eu/consumers/odr. The Seller’s email address to be indicated on the European ODR Platform is the one indicated on the Platform in the information sheet of the Seller and/or the NFTs owned by him.

11.3. If the conciliation attempt referred to in the previous article is not adhered to or the attempt is unsuccessful, any dispute relating to the purchase and sale of one or more NFTs will always be referred to the court of the place where the Buyer qualifying as a Consumer has his residence or domicile. Any other dispute relating to the purchase and sale of one or more NFTs, with subjects who do not qualify as Consumers, will be devolved to the exclusive jurisdiction of the Court of Dubai.

12. FINAL PROVISIONS

12.1. The Contract contains the entire discipline of the relationship between the parties with reference to what is the subject of the Agreement, being understood to supersede all previous understandings and agreements between the Parties.

12.2. This Agreement may not be transferred by the Buyer to any third party without the prior written consent of the Seller.

12.3. If any provision of this Agreement is or becomes void, and/or if one or more of the provisions cannot, for reasons other than the default of the obligated party, be fulfilled in full compliance with the provisions agreed herein, the remaining provisions shall remain in full force and effect.

12.4. Any tolerance by either Party of conduct by the other Party in violation of the provisions contained in this Agreement shall not constitute a waiver of the rights arising from the violated provisions or the right to require the exact performance of all the terms and conditions of the Agreement all the conditions set forth herein.

13. NOTICES

13.1. All communications addressed to the Seller must be sent to the contact details indicated on the Platform in the information sheet of the Seller and/or the NFTs owned by him.

13.2. All communications addressed to the Buyer must be sent to the contact details indicated at the time of registration on the Platform. It is understood that it is the specific responsibility of the Buyer to promptly notify the Seller of any changes to their contact details for communications under the Agreement.