Terms and Conditions

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Terms and Conditions NFT PLATFORM BY ASISI

Revised 07. March 2024

BY ENTERING INTO THIS AGREEMENT AND/OR BY CLICKING ON THE “PAY WITH ETH” and/or PAY WITH CARD” BUTTON, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, ACCEPT ALL OF ITS TERMS, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL INCORPORATED TERMS AND ALL THIRD-PARTY SERVICE TERMS OF SERVICE, ESPECIALLY “MANIFOLD” (https://manifold.xyz/tos/) AND/OR “CROSSMINT” (https://www.crossmint.com/legal/terms-of-service)

§1 General provisions and scope of application; Definitions

1. ASISI F&E GmbH, located at Oranienplatz 2, 10999 Berlin, Germany, with email contact at office@asisi.de, (“ASISI”), operates an offering for the primary issuance of Artworks (as defined below) and related NFTs (as defined below) through the “NFT Platform” by means of sales under the domain https://nft.asisi.de  to Users (as defined below). ASISI does not engage in facilitating secondary trading of Artworks or NFTs, nor does it conduct sales to entrepreneurs as defined in § 14 of the German Civil Code (Bürgerliches Gesetzbuch).

1.2 In the context of these Terms and Conditions, unless stated otherwise, capitalized terms carry the following meanings:

• Third Party Services: Refers to services not operated by ASISI but provided to the User within the context of Mint or NFT use, including, but not limited to, services offered by MANIFOLD and/or CROSSMINT, payment services, digital asset purchase, sale, and exchange, digital asset wallets, hardware wallets, and NFT or Artwork storage services.
• User: Pertains to any person who qualifies as a consumer under § 13 of the German Civil Code, engaging in legal transactions primarily for non-commercial or non-independent professional purposes and utilizing the NFT Platform as outlined in these Terms and Conditions.
• Artwork: Refers to unique, indivisible digital content stored in a decentralized filing system owned or licensed by ASISI inseparably linked to an NFT, whereby the NFT Owner acquires a license in accordance with these Terms and Conditions.
• Gas Fees: Denotes a fee covering the processing cost of transactions on the Ethereum blockchain for creating and transferring NFTs, dependent on transaction complexity, priority, and blockchain traffic, payable by the User according to these Terms and Conditions.
• Issued NFT: Represents an NFT previously minted and issued by ASISI or in cooperation with ASISI to customers.
• Mint: Refers to the time-limited process of issuing a predefined number of NFTs from a collection by ASISI, executed under a corresponding contract with the User.
• NFT: Abbreviates non-fungible token, a unique, indivisible, irreplaceable digital unit stored and transferred via the Ethereum blockchain. It is linked to an Artwork as its reference object accessible via URL, non-convertible into other crypto assets, and sold via the NFT Platform by ASISI as the primary issuer.
• NFT Owner: Denotes any User to whom one or more NFTs are verifiably assigned to their Wallet through blockchain entry, pursuant to a Purchase Agreement under these Terms and Conditions.
• Secondary Marketplace: Encompasses all digital marketplaces where Users can trade and/or transfer NFTs originally received from ASISI in accordance with these Terms and Conditions.
• Smart Contract: Refers to an automated computer instruction defined on the Ethereum blockchain and linked to the NFT.
• Purchase Agreement: Represents an agreement between the User and ASISI for the transfer of one or more NFTs from ASISI to the User against payment, which may be entered into during each Mint on the NFT Platform in accordance with § 4.
• Wallet: Denotes a software application for storing, sending, and receiving cryptocurrencies and tokens, provided to the User by a third-party provider, for which the User bears sole responsibility.

1.3 These Terms and Conditions apply (i) to the User’s use of the NFT Platform under an agreement between ASISI and the User regarding the User’s NFT Platform usage (“Platform Usage Agreement”), and (ii) to the primary transfer of NFTs from ASISI to the User through Purchase Agreements. These agreements will be conducted in English and their text will be stored on the NFT Platform, though it will not remain accessible to the User.

§2 Use of the NFT Platform

2.1 Before a User can utilize the NFT Platform with a self-custody wallet, it’s necessary to technically link their Wallet with the NFT Platform. This linkage occurs after clicking the “Pay with ETH” button during checkout, specifying the Wallet address, and granting access rights to the public key of the Wallet. ASISI does not have access to, store, or manage Users’ private cryptographic keys or NFTs.

2.2 The Platform Usage Agreement is initiated when the User offers a contract by clicking the “Pay with ETH” button and is accepted by ASISI by confirming the successful linking of the Wallet, displayed on the checkout screen.

2.3 Users have the option to temporarily unlink their Wallet from the NFT Platform by clicking their displayed wallet address at the top of the website, then selecting “Disconnect” in the dropdown menu and confirming in the subsequent pop-up window. For a permanent termination of the NFT Platform’s access rights to the linked Wallet’s public key, Users must revoke these access rights with their third-party wallet provider.

2.4 ASISI reserves the right to completely or partially dissolve the link between a User’s Wallet and the NFT Platform, block the relevant Wallet address, and/or suspend services if circumstances suggest a User’s violation of these Terms and Conditions or if such blocking is mandated by legal requirements.

2.5 Users acknowledge that the Wallet linked to the NFT Platform is provided by a third-party wallet provider, absolving ASISI from responsibility for the Wallet’s functionality or security, private cryptographic keys, or NFTs.

2.6 All actions performed on the NFT Platform and all NFT transfers using a linked Wallet are deemed valid regardless of the initiating party.

2.7 Users are solely responsible for preventing unauthorized access to the NFT Platform via their linked Wallet and must take measures to safeguard their Wallet and NFT Platform access from third-party intrusion. ASISI cannot restore NFTs if Users lose access to their Wallets.

2.8 Users recognize ASISI’S full entitlement to all trademark, intellectual property, and copyright rights regarding the NFT Platform and its content. Users warrant compliance with all applicable laws, including trademark, copyright, and data protection laws, when using the NFT Platform or any associated services.

§3 NFT Platform by ASISI

3.1 ASISI commits to employing commercially reasonable efforts to grant User access to the NFT Platform, ensuring its current functionalities are available.

3.2 ASISI operates the NFT Platform as a standard service for a broad User base, providing it to the User in its standard version.

3.3 Unless expressly agreed otherwise or mandated by applicable law, ASISI provides all services to the User as rendered services.

3.4 ASISI reserves the right to engage its affiliates and subcontractors in delivering services under or related to these Terms and Conditions. 

§ 4 Purchasing an NFT

4.1 During each Mint, Users have the opportunity to acquire a predetermined quantity of NFTs on the NFT Platform through Purchase Agreements.

4.2 The price for purchasing NFTs during a Mint is displayed to Users on the button and checkout screen.

4.3 The price shown in ETH includes all applicable taxes but excludes any Gas Fees associated with the transaction, which Users are responsible for paying.

4.4 By clicking the “PAY WITH ETH” button and selecting the desired quantity of NFTs, Users initiate an offer to purchase one or more NFTs at the prevailing Purchase Price per NFT.

4.5 Each Wallet linked to the NFT Platform has a maximum limit for NFT purchases, as communicated by ASISI before each Mint. ASISI reserves the right to adjust the number of NFTs available for purchase per linked Wallet in future Mints.

4.6 After seeing the Purchase Price and Gas Fees, Users must confirm the transaction with their third-party Wallet provider through an external pop-up window. Users understand that Gas Fees are additional to the Purchase Price and may vary due to factors such as Ethereum blockchain traffic.

4.7 ASISI will accept Users’ purchase offers under the condition that they have sufficient ETH in their Wallet to cover the Purchase Price and associated Gas Fees, and have accepted the Terms and Conditions.

4.8 ASISI promptly notifies Users via the NFT Platform regarding the conclusion of the Purchase Agreement. Upon successful agreement, ASISI initiates minting and transfers the NFT directly to the User’s Wallet, bypassing any intermediary crypto wallets.

§5 Ownership, Function and Value of NFTs

5.1 Each NFT possesses a unique and immutable connection to the specific Artwork it references, preserved in its metadata stored on the blockchain.

5.2 Users recognize that NFTs solely function as digital documentation signifying limited ownership rights regarding the referenced Artwork. They do not represent currency, payment methods, claims, shares, usage rights, or any other benefits towards ASISI, its affiliates, or third parties. Therefore, NFTs cannot be utilized for payment, settlement, or staking purposes.

5.3 Additionally, Users understand that acquiring NFTs does not transfer ownership of the linked Artworks, which remain the exclusive property of ASISI.

5.4 Nevertheless, ASISI grants Users who become NFT Owners by transferring the NFTs to their Wallets in accordance with § 4.9 the rights outlined in § 6.1 to the referenced Artwork.

§6 Rights and Restrictions of NFT Owners

6.1 ASISI grants the User, as long as they hold the status of NFT Owner and adhere to these Terms and Conditions, a worldwide, non-exclusive, revocable, non-sublicensable, and non-relicensable right to utilize the Artwork referenced by the NFT solely for:

• Private, non-commercial purposes, such as displaying on private end devices.
• Promotion and sale on a Secondary Marketplace.

6.2 Specifically, the User is prohibited, even after the termination of the license, from:

• Altering the NFTs or linked Artworks, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to them.
• Engaging in reverse engineering, decompiling, disassembling, or attempting to derive the structure of the NFTs or linked Artworks.
• Using the NFTs or linked Artworks for commercial purposes, including advertising or promoting any product or service.
• Attempting to register the Artworks for the purchased or donated NFTs as trademarks or copyrights or acquiring additional intellectual property rights in the Artworks.
• Minting additional NFTs using or in connection with the Artworks.
• Using the Artworks in a manner that could harm the reputation of ASISI, its affiliates, or licensors.
• Using the NFTs or Artworks in connection with any illegal activity, such as money laundering or fraud.

6.3 The license terminates, and all rights to the respective Artwork revert to ASISI immediately:

• When the User is no longer the NFT Owner, i.e., the NFT is no longer assigned to the User’s Wallet by a corresponding entry on the Ethereum blockchain, particularly upon the sale of the NFT on a Secondary Marketplace as per § 7 provisions.
• When the User violates these Terms and Conditions, especially by exceeding granted usage rights regarding the Artworks or violating the Restrictions outlined in § 6.2. 

§ 7 Resale of NFTs on Secondary Marketplaces

7.1 ASISI acts as the issuer and primary seller of NFTs, distributing them under its own name and for its own account. ASISI explicitly refrains from engaging in redemption, repurchase, or secondary trading of NFTs on Secondary Marketplaces and does not facilitate such activities.

7.2 However, while the User retains NFT ownership and the rights and obligations outlined in § 6.1 upon NFT acquisition, the User is entitled to resell the NFT on a Secondary Marketplace. The User acknowledges sole responsibility for any capital gains or income tax resulting from NFT dealings, particularly in the event of NFT resale on a Secondary Marketplace.

7.3 Upon NFT transfer on a Secondary Marketplace, a royalty known as the “NFT Resale Fee” is deducted from the selling price realized by the User. The NFT Resale Fee amounts to 10% of the NFT selling price realized by the User and is specified in the Smart Contract. This fee is automatically deducted from any subsequent sales of the NFT between other parties.

7.4 When reselling an NFT via a Secondary Marketplace, the User must:

• Adhere to all applicable laws and regulations at the time of sale.
• Abide by the terms and conditions of the relevant Secondary Marketplace.
• Inform the purchaser of the “End User License” attached to these Terms and Conditions as Exhibit 1, accessible at https://nft.asisi.de/terms-conditions/, and effectively incorporate it into the purchase agreement with the purchaser. This ensures that the purchaser:
• Becomes the new holder of a license to the Artwork referenced by the NFT.
• Agrees to the deduction of the NFT Resale Fee upon further resale of the NFT.
• Commits to incorporating the End User License into their purchase agreement in the event of further NFT resale.

§8 Liability and Warranty

8.1 ASISI shall not be held liable for any issues arising from the User’s use of the NFT Platform or the purchase of NFTs, except in cases of breach of cardinal obligations. Cardinal obligations refer to contractual duties essential for the contract’s proper execution, on which the contractual partner consistently relies. In such cases, ASISI’s liability is limited to foreseeable and typical damages at the time of agreeing to these Terms and Conditions.

8.2 The limitations and exclusions of liability in § 8.1 do not apply to claims under the German Product Liability Act, instances of intent or gross negligence, harm to health, life, or limb due to simple negligence, fraudulent intent, or failure to fulfill an agreed warranty.

8.3 None of ASISI’s obligations under the Platform Usage Agreement or NFT Purchase Agreements constitute warranted characteristics or guarantees. ASISI disclaims strict liability for pre-existing defects at the time of agreement on these contracts.

8.4 ASISI completely disclaims any warranty, liability, and responsibility for obligations, except in cases of intent, gross negligence, or fraudulent concealment of defects. Statutory warranty provisions apply in other instances.

8.5 The provisions of this § 8 extend to affiliated companies, management boards, executives, employees and other personnel associated with ASISI.

§ 9 Limited right of cancellation

The user has no right of withdrawal from purchase contracts concluded on the NFT Platform.

§ 10

Termination

10.1 Both the User and „ASISI“ may terminate the Platform Usage Agreement at any time with immediate effect. 

10.2 Termination by the User shall be deemed declared and effective if and as soon as he/she permanently cancels the access rights of the NFT Platform to the public key of his/her Wallet at his/her third-party wallet provider according to § 2.3. 

10.3 Termination by „ASISI“ shall be deemed declared and effective if and as soon „ASISI“ dissolves the link of the User’s Wallet to the NFT Platform pursuant to § 2.4.

§11 Changes to the Terms and Conditions

11.1 ASISI reserves the right to modify these Terms and Conditions at any time. Any amendments require explicit consent from the User, as follows:

ASISI will notify the User of the amended Terms and Conditions by posting notice of the changes on the NFT Platform once the User links or re-links their Wallet to the NFT Platform. The User will have the opportunity to review and consent to the amendments.

11.2 Upon User consent, the amendments become effective immediately. If the User rejects the amendments, they forfeit the right to use the Platform, and both parties reserve the right to terminate the Platform Usage Agreement as per § 10.

§12 

Regulatory Requirements

ASISI retains the right to adjust or cease any activities or services outlined in the Terms and Conditions, encompassing the sale of Artworks and NFTs, if mandated by law, including regulations under financial regulatory statutes, or upon request from public authorities. The User acknowledges that the regulatory landscape governing NFTs and associated services may undergo modifications in accordance with changes in applicable laws and/or administrative practices implemented by public authorities.

§ 13

Privacy Policy

The processing of personal data through the use of the NFT Platform is described in detail in the Privacy Policy (https://www.asisi.de/en/terms-of-use/data-protection)

§14

Links to External Websites

Neither the availability nor the content of external websites linked to this website is under the control of „ASISI“. „ASISI“ does not endorse the content of these external websites and assumes no responsibility for their accuracy, completeness or timeliness. In addition, „ASISI“ does not warrant that external websites will be uninterrupted, error-free, virus-free or secure, or that content from external websites will be safe to download.

§15 

Final Provisions

20.1 Should individual provisions of these Terms and Conditions be invalid or unenforceable in whole or in part, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provisions shall be replaced by the statutory provisions, if any.

20.2 These Terms and Conditions, the Platform Usage Agreement, any Purchase Agreements, concluded in accordance with these Terms and Conditions shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. In the event of any conflict between these Terms and Conditions and mandatory applicable provisions of the User’s country of residence, in particular with regard to consumer protection laws, the latter shall prevail.

20.3 The European Commission provides a platform for online dispute resolution at http://ec.europa.eu/consumers/odr/. „ASISI“ is not obliged or willing to participate in dispute resolution proceedings before a consumer arbitration board.

***

End User License

§ 1  Definitions

• End User means any natural or legal person who has acquired an NFT based on a valid, lawful and fully paid transaction, as long as the NFT is verifiably assigned to his/her crypto wallet by way of corresponding entry on the Ethereum blockchain.

• NFT means non-fungible token, a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain, is linked to an Artwork as its reference object accessible via an URL, cannot be converted into other crypto assets and has originally been minted and issued by ASISI.

• Artwork means a unique, indivisible digital content, stored in a decentralized filing system owned or licensed by asisi F&E GmbH (“ASISI”) to which an NFT inseparably relates.

• Secondary Marketplace means all digital marketplaces on which NFTs can be traded and/or transferred.

• Smart Contract means an automated computer instruction defined on the Ethereum blockchain and linked to the NFT.

§ 2  Function and Value of NFTs

2.1 You acknowledge that the NFT solely functions as digital documentation, reflecting a limited ownership of rights regarding the referenced Artwork. It is essential to note that:

(i) The NFT does not signify any form of payment, claims, shares, usage rights, or other advantages towards ASISI or any other entity.

(ii) It is not convertible into other cryptocurrency assets.

(iii) The NFT should not be utilized for payments, settlements, or staking purposes. 

2.2 You are also aware that the Artwork referenced by the NFT does not become your property through the purchase of the NFT, but remains in its entirety with ASISI and its licensors.

2.3 Nevertheless, ASISI grants you, in accordance with § 3.1 End User License the rights of use conclusively listed therein to the Artwork referenced by the NFT.

§ 3 Rights and Restrictions

3.1 For the duration of your status as an End User and compliance with this End User License, ASISI grants you a worldwide, non-exclusive, revocable, non-sublicensable, and non-relicensable right to utilize the Artwork associated with the NFT solely for:

• Private, non-commercial purposes, such as display on personal devices.
• Promotion and sale on a Secondary Marketplace.

3.2 Specifically, you are prohibited, even after the license expires, from:

• Altering the NFT or linked Artwork, including removing or obscuring commercial designations, copyrights, trademarks, or other intellectual property rights.
• Attempting to reverse engineer or derive the structure of the NFT or linked Artwork.
• Using the NFT or Artworks for commercial purposes, including advertising or product promotion.
• Trying to register the Artworks associated with the purchased NFT as trademarks or copyrights or acquiring additional intellectual property rights.
• Minting additional NFTs related to the Artworks.
• Using the Artwork in a manner that could harm the reputation of ASISI, its affiliates, or licensors. 
• 3.3 The license ends and all rights set forth in § 3.1 End User License of the respective Artwork shall immediately revert to ASISI:
• as soon as you are no longer an End User, i.e. the NFT is no longer assigned to your crypto wallet by corresponding entry on the Ethereum blockchain, in particular in the event of a transfer of the NFT in accordance with § 4 End User License; and/or
• as soon as you violate this End User License, in particular by exceeding the rights of use granted to you for the Artwork linked to the NFT or by violating the restrictions according to § 3.2 End User License.

§ 4 Transfer of NFT

4.1 As an End User, you have the right to resell the NFT on Secondary Marketplaces. You acknowledge and agree that you are solely responsible for any capital gains or income tax resulting from dealing with the NFT, especially by reselling it on a Secondary Marketplace.

4.2 You acknowledge and agree that upon transferring the NFT on a Secondary Marketplace, a royalty, termed as the “Resale Fee,” will be deducted from the selling price you realize. The Resale Fee amounts to 10% of the NFT selling price realized by you. This fee is specified in the respective Smart Contract, ensuring automatic deduction upon any sale of the NFT on a Secondary Marketplace, including subsequent sales between other parties.

4.3 If you, as an End User, resell an NFT on a Secondary Marketplace, you must:

• Adhere to all laws and regulations applicable at the time of the sale.
• Abide by the terms and conditions of the relevant Secondary Marketplace.
• Inform the purchaser of this End User License and effectively integrate it into the purchase agreement by linking or through other means. This ensures that the purchaser:

• Becomes the new holder of a license to the Artwork referenced by the NFT under this End User License.
• Agrees to the deduction of the Resale Fee upon any subsequent resale of the NFT to a third party.
• Is obliged to incorporate the End User License into their purchase agreement in the event of a further resale of the NFT.

Status: [15.03.2024]