# TERMS AND CONDITIONS OF SALE
**Preamble:** These Terms and Conditions of Sale for NFT and Rights Licensing (“TCNFT”) define the contractual relationship between the **"PARTIES"**:
On the one hand the **"SELLER”**
RED RIBBON LTD, a company registered under Marshall Islands Law under number 115051
Holder of addresses 0x4e66afb31342789e2f75641efb1c574b4be16eb1 and 0xc72B842484040422f5EA5E5cA0b1b39Be3406324 on the Ethereum public blockchain.
And on the other hand, the **"ACQUIRER"**,
Customer with full legal capacity, a citizen of a country that allows the purchase of NFTs and having called the smart contract of the non-fungible token ("NFT") issuance to acquire the NFT on the Ethereum public blockchain.
These TCNFT are applicable to the sale of NFTs and the licensing of rights relating to the WORKS associated with the NFT.
These TCNFT shall apply to the relationship between the PARTIES and shall prevail over any other general or special terms and conditions.
These applicable TCNFT are stored on the IPFS storage service accessible via the permanent link referred to in the metadata of the NFT's smart contract on the Ethereum public blockchain.
# Article 1. Purpose of the contract
The WORK, of which the SELLER has the copyrights necessary, which is the subject of the present TCNFT, is described as follows:
* Artist: Monkimedia (“ARTIST"),
* Title: Tiimy
**1.2. Technical identification**
The WORK is recorded on a computer file in png format accessible on IPFS storage service referred to in the metadata of the smart contract of the NFT, on the Ethereum public blockchain. The NFT complies with the ERC-721 standard.
The SELLER grants to the ACQUIRER, who accepts it:
* full ownership of the NFT of the WORK;
* the rights of use referred to in Article 2.
* complementary rights, to be determined later, for example to access a community private channel (eg. Discord…) or to be whitelisted for a community drop.
# Article 2. Scope of the license of rights of use
This TCNFT include the grant of non-exclusive rights to use.
**2.2. Territorial scope**
The rights of use are granted for the whole world.
The rights of use are granted for eternity, or, failing that, for the legal duration of the intellectual property rights, in the absence of recognition of such a possibility of eternal license, according to the applicable law at the time of expiration of the intellectual property rights.
**2.4 Scope of the rights granted to the NFT holder under the associated user license**
The rights of use granted include the following rights:
- The right to use, reproduce, archive, modify and display the WORK in any physical or digital medium, existing or future, in a strictly private setting, for personal and non-commercial use.
- Right to reproduce and represent the WORK in a public setting for the strict purpose of reselling the NFT, on any existing or future physical or digital media, including social networks, the ACQUIRER's personal or professional websites, online galleries.
It is reminded that the moral rights are non-transferable and must be respected by any third party and that all the economic rights not expressly mentioned in this article 2.4 are not granted within the framework of the license of use.
The ACQUIRER shall mention on the WORK or in an insert provided for this purpose the name of the WORK (“Tiimy”) and will not take any steps to alter the visibility of this information, particularly with respect to metadata.
# Article 3. Price of the transfer
In consideration of the NFT and the associated rights, the BUYER agrees to pay the SELLER a lump sum price of 0.08 ETH (Public Sale Price) including VAT, excluding gas fees paid directly by the ACQUIRER.
The payment of the price is realized automatically by the execution of a smart contract on the Ethereum public blockchain
NFTs granting similar rights can be sold by the SELLER at different prices.
# Article 4. Guarantees
**4.1 Guarantee of copyright ownership**
The SELLER declares that he holds all the authorizations necessary for the peaceful exploitation of the WORKS and guarantees to the ACQUIRER the free and full enjoyment of all easements of the rights that are the subject of the contract, against all disturbances, claims and evictions.
The SELLER shall be responsible for any claim or demand, whether amicable or judicial, from a third party claiming to have rights over the WORK and/or the NFT and guarantees the ACQUIRER against all claims.
**# 4.2 Precautions against unauthorized use**
The SELLER declares that all precautions are and/or will be taken to limit as much as possible the risks of piracy and/or any unauthorized use of the WORKS.
**4.3 Guarantees against deletion of links or files in the metadata and potential migration into another blockchain**
The SELLER declares that all precautions are and/or will be taken to limit as much as possible the risks of inactive links or deletion of files referred to in the NFT metadata. The ACQUIRER shall keep at least one copy of the files referred to in the NFT by his own means (personal hard drive, personal cloud, storage services...). The SELLER agrees in advance to the reissuance of a substitute NFT with the same specifications as the NFT that has become inactive by a company specializing in the issuance of NFTs and crypto-assets under the supervision of a bailiff or any other authorized professional who has previously noted the inactive nature of the NFT. This exceptional operation will be carried out at the ACQUIRER's expense.
The SELLER is free to decide whether or not to migrate the NFT's smart contract to a new blockchain from the Ethereum public blockchain to Ternoa public blockchain, for example. In this case the NFT resulting from the migration decided by the SELLER will be the one to which the rights referred to in Articles 1.3 and 2 will be associated, except in particular case decided by the SELLER notably in case of mirroring. The SELLER shall use its best efforts to inform the ACQUIRER and ensure the conversion of the old NFT during a reasonable period of time.
# Article 5. Risks not covered
**5.1 Economic risks**
The ACQUIRER acknowledges that he is aware of the following economic risks:
- the NFT may lose all or part of its value due to changes in the market price;
- Digital assets, tokens and NFTs may be subject to significant price fluctuations up and down. The magnitude of such fluctuations is difficult to predict and cannot be guaranteed;
- the ACQUIRER has no guarantee that he will be able to list the NFT on a secondary market or platform and the ACQUIRER has no guarantee that he will be able to resell the NFT.
**5.2 Technological risks**
The ACQUIRER acknowledges the following technological risks:
- The NFT is stored in an electronic wallet to which a unique private key is associated that makes the NFT available. Consequently, the theft, loss or hacking of private keys implies the permanent loss of the NFT. The ACQUIRER is also responsible for the secure storage of the private key in his wallet, necessary to receive and transfer the NFT. Loss or theft of the private key is equivalent to loss of the NFT assigned to the wallet;
- In the event that the ACQUIRER transfers to a wallet that is incompatible with the NFT's smart contract, the ACQUIRER will normally no longer be able to access the NFT. The ACQUIRER bears full responsibility for the decision as to which portfolio is used;
- In case of subsequent creation by the ACQUIRER of a smart contract on the transferring NFT, the ACQUIRER bears full responsibility for the choice of the standard or ad hoc smart contract used and for any possible bugs and security flaws.
- The chosen protocol is the Ethereum public blockchain, which runs the risk of a 51% attack on the consensus system that could corrupt the data recorded on the blockchain. This blockchain is also subject to major changes due to, among other things, the potential change to proof of stake and the SELLER has no control over such change or its consequences.
**5.3 Regulatory risks**
The ACQUIRER acknowledges being aware of the following regulatory risks:
- Legal and tax risks related to the determination of the applicable law, in particular in the event of resale of the NFT, are to be taken into account by the ACQUIRER and the SELLER cannot guarantee a legal or tax qualification due to the diversity of national laws applicable in this area and their evolution, potentially unfavorable to the ACQUIRER's interests;
- Regulatory or normative changes could have an impact on the operation of the Ethereum public blockchain used for the NFT, which could generate various legal and fiscal risks with consequences, in particular, on the conditions or the very possibility of reselling the NFT;
- Risks related to reinforced obligations of identification of the ACQUIRER to keep, use and/or resell the NFT must be taken into account and cannot be covered by the SELLER.
# Article 6. Defense of rights
The ACQUIRER does not have the right to take direct action for infringement.
# Article 7. Execution
**7.1. Automatic enforcement by smart contract**
The transfer of the NFT to the ACQUIRER's wallet is carried out either (i) automatically by sending the amounts determined in accordance with Article 3, via smart contract on the Ethereum public blockchain; or (ii) manually.
The granting of the rights of use referred to in Article 2 occurs as soon as the NFT is placed in the possession of the ACQUIRER's wallet and continues as long as the NFT is held on a wallet of which the ACQUIRER is the holder.
**7.2. Waiver of right of withdrawal**
In accordance with applicable law, the ACQUIRER expressly waives his right of withdrawal upon delivery of the digital assets formalized by the NFT by automatic execution of the smart contract, or by the manual sending of the NFT. This sale of NFT is firm and final. No request for retraction, cancellation or refund will be processed.
# Article 8. Resale
**8.1 Conditions for resale**
The ACQUIRER is authorized to resell the NFT with the associated rights of use and secondary rights as stipulated in these TCNFT to any third party of his choice without prior agreement from the SELLER.
The NFT may not be resold by the ACQUIRER without transfer of the associated rights of use and vice versa.
The transfer of the NFT between electronic wallets held by the ACQUIRER is not considered a resale but a simple internal movement.
**8.2 Contractual resale right**
The ACQUIRER shall ensure that in the event of resale of the NFT to a third party by way of a smart contract or by way of transfer of ownership of a decentralized, centralized, digital or physical electronic portfolio that a percentage of 7,5% (ten percent) of the price of the resale will normally be paid automatically. The percentage is automatically split between the SELLER, for 5,0% (seven and a half percent) and the ARTIST for 2,5% (two and a half percent).
In the event that this is not possible, this amount will be paid back to the SELLER and the ARTIST within a maximum period of 14 days.
This amount will have to be paid on the wallet of the Ethereum public blockchain. identified by the address:
# Article 9. Applicable law
The present TCNFT are governed by Marshall Islands law.
# Article 10. Dispute resolution
The Parties shall attempt to settle any dispute arising from the interpretation or execution of these TCNFT amicably. Failing that, any dispute will be submitted to the competent jurisdiction of Marshall Islands.