Terms and Conditions for Artists, Galleries, Brands and Creators - updated 7 October 2024

GENERAL CONDITIONS OF USE (CREATORS)

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 artists and galleries - acting independently and on their own behalf in the performance of their own commercial and/or professional activity and in any case not considered as “consumers” pursuant to the definition provided by section 3(1)(a) of Legislative Decree no. 206/2005 “Italian Consumer Code” - (hereinafter the “Seller(s)”), which forms the scope of the agreement between the Seller and Ninfa (hereinafter the “Platform Agreement”), is governed by these general conditions of use (hereinafter the “Conditions of Use”).

Before using the Website, Sellers 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 Seller and Ninfa. In particular, the Seller may use the Platform in order to (i) create, offer for sale and sell 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”) to the users of the Platform (“Clients”) and (ii) benefit, upon the Seller’s request, from a series of post-sale services (hereinafter, the “Add-On Services”), as better identified and described on the Website.

1.2 The terms of acceptance by the Seller of these Conditions of Use are governed by paragraph 2 below.

1.3 The Platform Agreement is considered executed and becomes effective upon receipt by the Seller of the e-mail from Ninfa confirming the 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 offer NFTs for sale, the Seller must create a personal account by registering on the ninfa.io website, subject to Ninfa’s prior acceptance of the Platform Agreement as provided by paragraph 2.3 below.

2.2 Registration and, in general, the use of the Platform are permitted only to Sellers with specific technical skills relating to NFTs, blockchain and digital artworks. It is not permitted for the same Seller to create several accounts, to use the accounts of other Sellers or to have his/her/its own account used by third parties, except for the case where a gallery was authorised by an artist being a Seller to use the latter’s account.

2.3 People and entities willing to operate on the Platform as Sellers shall submit an application through the dedicated section of the Platform (hereinafter, the “Application”). The Application shall be assessed by Ninfa’s internal curation team / committee, which shall appraise not only compliance by the Seller with requirements set forth in paragraph 2.2 above, but shall also consider the characteristics of the artworks whose NFTs the Seller is willing to offer on the Platform, in order to ensure that they are consistent with the artistic approach of the Platform, and, more generally, with its commercial and development strategies. It is understood that no people or entities shall have any right to become a Seller and that the Application shall amount to a contractual offer, which Ninfa shall be entitled to accept or reject pursuant to sect. 1326 of the Italian civil code. Should Ninfa fail to expressly accept any Application within one month as from its submission, the Application shall be deemed rejected without the need of any further notice by Ninfa.

2.4 At the time of submitting the Application, the potential Seller is required, under his/her/its sole responsibility, to provide certain information necessary for account creation, which may include but is not limited to the Seller’s first name, last name, date of birth (or, where applicable, corporate name), email, address, username, password, social media account, and the number of represented artists (if the potential Seller is a gallery). The Seller is responsible for providing accurate and complete information and must update it as necessary.

The potential Seller submits this information through the channels defined by NINFA. Acceptance of the Application, if any, pursuant to sect. 2.3 above, shall be notified by NINFA via email or direct message. The Platform Agreement shall be deemed entered into upon receipt of this email or communication.

2.5 After the acceptance of the Application, a personal account of the Seller is created. To access his/her/its personal account and use the Platform, the Seller must enter the username and password chosen during registration in the fields provided or log in using his/her/its blockchain wallet. The Seller is responsible for maintaining the confidentiality and security of the access credentials of his/her/its account without disclosing them to third parties.