Terms and Conditions for Users and Collectors - updated 3 Gen 2022

GENERAL CONDITIONS OF USE (USERS)

Ninfa Labs S.r.l. SB, with registered office in Corso Monforte 41, 20122 Milan (MI), Italy, Tax code, VAT and registration number with the Companies’ Register of Milan Monza Brianza Lodi 12093440962, (hereinafter “Ninfa”) is the owner of (and manages) the website ninfa.io and the related web application (hereinafter the “Platform” or the “Website”) for the direct matching of demand and supply of NFTs (non-fungible tokens) certifying the ownership of digital artworks.

The use of the Platform by persons or entities interested in the purchase of NFTs - acting either as “consumers” (consumatori) or as “professionals” (professionisti) pursuant to the definitions provided, respectively, by sections 3(1)(a) and 3(1)(c) of Legislative Decree no. 206/2005 “Italian Consumer Code” - (hereinafter the “User(s)”), which forms the scope of the agreement between the User and Ninfa (hereinafter the “Platform Agreement”), is governed by these general conditions of use (hereinafter the “Conditions of Use”).

Before using the Website, Users are requested to carefully read these Conditions of Use of Ninfa which can be stored and printed through their browser.

1.Scope of application

1.1 These Conditions of Use apply to the Platform Agreement entered into by and between the User and Ninfa. In particular, the User may purchase NFTs (non-fungible tokens) certifying the ownership of artworks in digital format, which are at the same time original (i.e. they were not the object of previous sales on other platform or marketplace, since newly created through the Platform) and unique (i.e. they certify on an exclusive basis the ownership of an artwork, to which no other NFTs were nor will be associated) (hereinafter the “NFTs” or, singularly, “NFT”). NFTs may be purchased by the User from the artists and galleries registered and operating on the Platform from time to time (hereinafter the “Sellers”).

1.2 The terms of acceptance by the User of these Conditions of Use are governed by section 2 below.

1.3 The Platform Agreement is deemed to be concluded and becomes effective upon receipt by the User of the e-mail from Ninfa confirming registration to the Platform, in accordance with the provisions of section 2 below.

2. Registration with (and use of) the Platform

2.1 In order to use the Platform and purchase NFTs, the User must create a personal account by registering on the ninfa.io website.

2.2 Registration and, in general, the use of the Platform are permitted only to legal entities, partnerships and natural persons of legal age. It is not permitted for the same User to create more than one account, to use the accounts of other Users or to have their own accounts used by third parties.

2.3 At the time of registration, the User is asked to provide, under his/her/its sole responsibility, some information necessary for the creation of the account, such as, by way of example, his/her first name, last name and date of birth (or, where applicable, corporate name), e-mail, address, username, password, social media account and payment information. The User is responsible for providing correct and complete information and for updating it over time, if necessary. Once the information requested has been entered in the appropriate fields on the registration form and the boxes relating to acknowledgement and acceptance of these Conditions of Use and any consent to the processing of personal data have been ticked, the User completes registration by clicking on the relevant button. Confirmation of successful registration is sent by Ninfa by e-mail, to which these Conditions of Use and the Privacy Policy are attached.

2.4 Once the registration procedure has been successfully completed, a personal account is created. To access his personal account and use the Platform, the User must enter the username and password chosen during registration in the fields provided or log in using his/her/its blockchain wallet. The User is responsible for maintaining the confidentiality and security of the access credentials of his/her/its account without disclosing them to third parties.

2.5 Ninfa reserves the right to delete certain accounts without giving reasons and to block access to the Platform and to accounts by Users at its sole discretion.

2.6 In addition, Ninfa reserves the right to modify or delete certain functions of the Platform or to integrate new functions and/or to guarantee the use of functions only under certain conditions. In particular, Ninfa may offer to Users from time to time – either through one or more issues – the possibility to purchase some NFTs, created by Ninfa, which will allow their holders to benefit from specific advantages (so-called NFT Drops); the relevant information (including price, kind of advantages, as well as timing and modalities of purchase) will be made available by Ninfa on a specific page of the Website for each issue of NFT Drops.

3. Purchase of NFTs through the Platform