§ 1 — Scope and Definitions

1.1        Fingerprints Foundation, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, contact@fingerprintsdao.xyz, ("FP") operates a platform for the primary sale of Artworks and related NFTs (" NFT Platform") under the domain www.fingerprintsdao.xyz. FP does not facilitate secondary trading of Artworks or NFTs.

1.2        For purposes of the following Terms of Use, unless the context otherwise requires, capitalized terms shall have the meanings set forth below:

·               Artwork means a unique, indivisible digital content, stored in a decentralized filing system owned or licensed by FP to which an NFT inseparably relates and in which the NFT Owner acquires a license in accordance with these Terms of Use.

·               Gas Fees means a fee to cover the cost of processing of transactions on the Ethereum blockchain for the creation and transfer of NFTs, which is dependent on the complexity and priority of the transaction as well as the current traffic on the blockchain to be paid by the User in accordance with these Terms of Use.

·               Mint means a time-limited sales process of a pre-defined number of NFTs carried out by FP, where the NFTs are created and minted in accordance with the relevant NFT purchase by a User.

·               NFT means non-fungible token, a unique, indivisible, irreplaceable, digital unit that is stored and transferred via Ethereum blockchain, is interlinked to an Artwork as its reference object accessible via an URL, cannot be converted into other crypto assets and is sold via the NFT Platform by FP as primary seller.

·               NFT Owner means any User to the extent and for as long as one or more NFTs are verifiably assigned to his or her Wallet by way of a corresponding entry on the blockchain in fulfillment of a purchase agreement concluded in accordance with these Terms of Use.

·               Secondary Marketplace means all digital marketplaces on which Users can trade and/or transfer NFTs after a primary purchase of NFTs from FP.

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

·               User means any natural or legal person who uses the NFT Platform in accordance with these Terms of Use.

·               Wallet means a software application for storing, sending and receiving cryptocurrencies and tokens, which is provided to the User by a third-party provider and for which the User is solely responsible.

1.3        These Terms of Use apply to the use of the NFT Platform by the Users under an agreement between FP and the Users on their use of the NFT Platform (“Platform Usage Agreement”) as well as to the primary purchase of NFTs by the Users from FP. Such purchase agreements will be concluded in the English language. The text of the agreements will be stored on the NFT Platform; however it will not remain available to the User.

1.4        Use of the full functionality of the NFT Platform and the ability to purchase NFTs from FP on the NFT Platform requires that a User holds a Wallet with one of the following third-party providers :

-   Metamask

-   Coinbase

§ 2 — Use of the NFT Platform by the User

2.1        A prerequisite for the use of the NFT Platform by the User is the technical linking of his or her Wallet with the NFT Platform. This is done by clicking on the "Connect Wallet" button, specifying the Wallet address, and granting access rights to the public key of the Wallet. FP has no access to and does not store or manage Users' private cryptographic keys or NFTs.

2.2        The Platform Usage Agreement comes into effect by a contract offer of the User through clicking on the “Collect Wallet” button and its acceptance by FP through confirming the successful linking of the Wallet.

2.3        The User may temporarily unlink his or her Wallet from the NFT Platform by clicking “Disconnect Wallet” on the NFT Platform. For a permanent termination of the access rights of the NFT Platform to the public key of the linked Wallet of the User, the User must cancel these access rights at his or her third-party wallet provider.

2.4        FP is entitled to completely or partially dissolve the link of a User's Wallet to the NFT Platform and to block the relevant Wallet address and/or to suspend the provision of services in accordance with these Terms of Use for the benefit of the User of the relevant Wallet address, if facts suggest that a violation of these Terms of Use by the User has occurred or such blocking is required due to legal requirements.

2.5        The User is aware that the Wallet linked by him or her to the NFT Platform is provided to him or her by a third-party wallet provider. FP therefore does not assume any responsibility for the functionality or security of the Wallet, private cryptographic keys or NFTs.

2.6        The validity of all acts of use on the NFT Platform as well as all NFT purchases concluded on the NFT Platform using a linked Wallet shall be independent of the person initiating the act.

2.7        The User shall be solely responsible for ensuring that no unauthorized third parties use the NFT Platform using the Wallet linked by him or her to the NFT Platform and shall take appropriate measures to protect his or her Wallet and the access to the NFT Platform from access by third parties. FP is not responsible for the accessibility and usability of the Wallet by the User and is not able to restore NFTs if the User has lost access to his or her Wallet.

2.8         Furthermore, the User is obliged to refrain from all actions that could endanger the security and stability of the NFT Platform, in particular not to retrieve information or data without authorization, not to interfere with the software of the NFT Platform, not to penetrate data networks of FP or its subcontractors and not to transmit viruses, Trojans or other malware.

2.9        The User shall be responsible to FP to the same extent as for its own acts or omissions for all acts and omissions of third parties acting on its behalf as well as of third parties to whom the User enables the use of the NFT Platform. In particular, the User shall be fully responsible for ensuring that third parties to whom the User enables the use of the NFT Platform also fully comply with these Terms of Use.

2.10    The User acknowledges that FP, its subcontractors and licensors are fully entitled to all trademark and other identification rights, other intellectual property rights and copyrights to the NFT Platform as well as content and information provided by FP on the NFT Platform. The User warrants to comply with all applicable laws, including, without limitation, trademark, copyright and data protection laws, when using the NFT Platform and when using any other services provided to the User in this context.

§ 3 — Provision of the NFT Platform by FP

3.1        FP shall use commercially reasonable efforts to provide access to the NFT Platform to the User with its then-current functionalities.

3.2        FP operates the NFT Platform as a standard service for a large number of Users and therefore makes it available to the User in its respective generally provided version.

3.3         Unless expressly agreed otherwise or unless a different contractual classification is required by mandatory law, FP shall provide all its services to the User as services.

3.4         FP may use its affiliates and any other subcontractors in the performance of its services under or in connection with these Terms of Use.

§ 4 — Purchase of NFTs via the NFT Platform

4.1        Users can purchase NFTs on the NFT Platform on the basis of contracts to be concluded separately with FP against payment of a purchase price in the cryptocurrency Ethereum (ETH).

4.2        The NFT sale takes place only within selected time slots during the Mints. During a Mint, a predefined number of NFTs is sold.

4.3        The price at which NFTs of a Mint can be purchased, decreases from a pre-defined starting price until all NFTs are sold out (" Clearance Price") or a pre-defined final price ("End Price") is reached before. The time intervals until the next price reduction and the amount of the price reduction are linear and are displayed to the User within the respective Mint. The Clearance Price or End Price, respectively, in ETH is inclusive of all applicable taxes, but exclusive of any displayed Gas Fees applicable to the transaction and to be paid by the User.

4.4        By pressing the "Buy now" button and selecting the desired number of NFTs, the User submits an offer to purchase one or more NFTs at the purchase price per NFT valid at the time of his or her offer at maximum (“Purchase Price”). For clarification: the Purchase Price may be slightly lower than the price displayed at the time the User submits the offer.

4.5        Per Wallet linked to the NFT Platform, a maximum of $10,000.00 (ten thousand U.S. Dollars) in NFTs can be purchased, to be calculated based on the number of purchased NFTs, the Purchase Price in ETH and the USD/ETH exchange rate.

4.6        The User must subsequently confirm the Purchase Price including the applicable Gas Fees, which is to be paid be User, to his or her third-part Wallet provider within an external pop-up window. The User is aware that he or she must pay the Gas Fees in addition to the applicable Purchase Price and that the amount of the Gas Fees to be paid by the User depends on various factors, such as the traffic on the Ethereum blockchain, and is therefore subject to fluctuations.

4.7        The User is aware and acknowledges that his or her offer relates to one or more NFTs from the respective Mint which are not specified at this point in time and that he or she cannot select a specific Artwork associated with an NFT in advance.

4.8        FP will accept the User’s purchase offer subject to the condition that the User holds a sufficient amount of ETH in his or her Wallet covering the Purchase Price including the accruing Gas Fees to be paid by the User.

4.9        FP will inform the User without undue delay via the NFT Platform about receipt of a purchase order and whether FP accepts the purchase order. Following FP’s acceptance of a purchase order, FP will perform the minting and transfer the NFT within 12 hours to the User's Wallet. The NFT is directly credited to the User's wallet without being stored by FP on another crypto wallet beforehand.

4.10    Regardless of the Purchase Price, all buyers of an NFT Mint shall receive their NFTs at the same price. If and to the extent that the User has not concluded his or her purchase at the Clearance Price or End Price, respectively, FP offers to refund the User the difference to the Purchase Price paid by the User. In order to do so, the User shall request the refund by pressing ”Claim Rebate” after the Mint is completed. The difference will be refunded to the User within the completion of the blockchain transaction, net of network transaction fees.

§ 5 — Function and Value of NFTs

5.1        Each NFT is unique, irreplaceable, and inextricably linked to the particular Artwork that the NFT references in its metadata stored on the blockchain.

5.2        The User acknowledges that the NFTs serve only as digital documentation of a limited ownership of rights with respect to the respective referenced Artwork and thus have only a digital documentation function. In particular, the NFTs do not represent a currency, any means of payment, claims, shares, rights of use or any other benefits in or towards FP, its affiliates or any third party. The NFTs must not be used as a means of payment and/or settlement or for staking.

5.3        Furthermore, the User is aware that the Artworks linked to the NFTs do not become his or her property through the acquisition of NFTs but remains fully with FP and its licensors.

5.4        Nevertheless, FP grants the User, who has become NFT Owner by transferring the NFT to his or her Wallet in accordance with § 4.9, the rights set forth in § 6.1 to the Artwork referenced by the respective NFT.

§ 6 — Rights and Restrictions

6.1        To the extent and for as long as the User is NFT Owner after full payment of the Purchase Price and transfer of the NFT to his or her Wallet in accordance with §  4.9 and to the extent the User complies with these Terms of Use, FP grants the User the worldwide, non-exclusive, revocable, non-sublicensable and non-relicensable right to use the Artwork referenced by the NFT only for:

·               private, non-commercial purposes, such as for display on private end devices; and

·               the purpose of promotion and sale on a Secondary Marketplace.

6.2        In particular, the User is prohibited, even beyond the duration of the license, to:

·               modify the NFTs or the linked Artworks in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the NFTs or the linked Artworks;

·               to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the NFTs or the linked Artworks;

·               use the NFTs or the linked Artworks for commercial purposes, including advertising or promoting any product or service;

·               attempt to register the Artworks for the purchased NFTs as trademarks or copyrights or otherwise acquiring additional intellectual property rights in the Artworks;

·               mint additional NFTs using/in connection with the Artworks;

·               use the Artworks in a manner that could damage the reputation of FP, its affiliates or licensors; and

·               use the NFTs or the Artworks in connection with any illegal activity, including but not limited to money laundering or fraud.

6.3        The license shall terminate, and all the rights set forth in § 6.1 to the respective Artwork shall immediately revert to FP:

·               as soon as the User is no longer the NFT Owner, i.e. the NFT is no longer assigned to the User's Wallet by way of a corresponding entry on the Ethereum blockchain, in particular in the event of the sale of the NFT on a Secondary Marketplace in accordance with the provisions of § 7; and/or

·               as soon as the User violates these Terms of Use, in particular by exceeding the rights of use granted to him or her in respect of the Artworks or by violating the Restrictions pursuant to § 6.2.

§ 7 — Resale on Secondary Marketplaces

7.1        FP is the issuer and primary seller of the NFTs and distributes them in its own name and for its own account. FP expressly does not engage in redemption, repurchase or secondary trading of the NFT on Secondary Marketplaces and does not facilitate any such activities.

7.2        Nevertheless, to the extent and for as long as the User is the NFT Owner and has the rights and obligations set forth in § 6.1 upon acquisition of the NFT, the User shall be entitled to resell the NFT on a Secondary Marketplace.

7.3        The User acknowledges and agrees that if the NFTs are transferred on a Secondary Marketplace, FP will receive a revenue share of the NFT selling price realized by the User ("Resale Fee"). The Resale Fee shall be 8.5% of the NFT selling price realized by the User. It is specified in the respective Smart Contract, so that upon any sale of the NFT on a Secondary Marketplace an automatic transfer of the Resale Fee takes place directly to FP also in case of any further subsequent sales of the NFT between other parties.

7.4        If the User resells an NFT via a Secondary Marketplace, the User shall:

·               comply with all laws and regulations in force at the time of the sale;

·               comply with the terms and conditions applicable on the respective Secondary Marketplace; and

·               make the purchaser aware of the "End User License" attached to these Terms of Use as Exhibit 1 and also available at this link: https://maschine.fingerprintsdao.xyz/terms-and-conditions, and to effectively incorporate it into the purchase agreement with the purchaser by linking or by other provision, to ensure that, in accordance with the End User License, the purchaser will:

–         become the new holder of a license to the Artwork referenced by the NFT;

–         agree to the transfer of the Resale Fee to FP upon a further resale of the NFT by the purchaser to a third party; and

–         be obliged to incorporate the End User License in his or her purchase agreement in case of a further resale of the NFT.

§ 8 — Liability and Warranty

8.1        FP shall not be liable for and in connection with the use of the NFT Platform by the User as well as the sale of NFTs to the User for simple negligence, unless there is a br/each of contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the contractual partner regularly relies and may rely (cardinal obligations). In this case, FP's liability is limited to the damage foreseeable and typical for the contract at the time of agreement of these Terms of Use.

8.2        The limitation of liability and the exclusion of liability from § 8.1 shall not apply (i) to claims under the German Product Liability Act (Produkthaftungsgesetz), (ii) in the event of intent or gross negligence, (iii) in the event of damage to health, life and limb caused by simple negligence, (iv) in the event of fraudulent intent and (v) in the event of non-compliance with an agreed warranty.

8.3         None of FP 's obligations under the Platform Usage Agreement as well as under the NFT purchase agreements shall constitute a warranted characteristic or otherwise guarantee. FP excludes any strict liability for defects already existing at the time of conclusion of the Platform Usage Agreement and NFT purchase agreements.

8.4         All the terms and conditions set forth in this § 8 shall also apply in favor of affiliated companies, management boards, executives, employees, agents, subcontractors and other auxiliary persons of FP.

8.5        In the event of a defect in digital products, the User shall be entitled to the statutory warranty claims.

§ 9 — Termination

9.1        Both the User and FP may terminate the Platform Usage Agreement at any time with immediate effect.

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

9.3        Termination by FP shall be deemed declared and effective if and as soon FP dissolves the link of the User's Wallet to the NFT Platform pursuant to § 2.4.

§ 10 — Changes to the Terms of Use

10.1    FP is entitled to amend these Terms of Use at any time. The amendment shall be made by means of an express consent of the User, as follows: FP shall notify the User of the amended Terms of Use by providing an appropriate notice of the amendments on the NFT Platform once the User links or re-links his or her Wallet to the NFT Platform and shall give the User the opportunity to consent to the amendments. If the User consents to the amendments, they shall take effect immediately. If the User rejects the amendments, the User shall no longer be entitled to use the Platform and both parties reserve the right to terminate the Platform Usage Agreement in accordance with § 9.

§ 11 — Regulatory Requirements

FP reserves the right to modify or terminate any activities or services under or in relation with the Platform Usage Agreement, including the sale of Artworks and NFTs, if required by mandatory law, including any requirements under financial regulatory law, or as requested by public authorities. The User acknowledges that the legal framework for NFTs and related services may be subject to changes of applicable law and/or administrative practice as applied by public authorities.

§ 12 — Privacy and Personal Data

The processing of personal data through the use of the NFT Platform is described in detail in the Privacy Policy (https://maschine.fingerprintsdao.xyz/terms-and-conditions).

§ 13 — Links to External Websites

Neither the availability nor the content of external websites linked to this website www.fingerprintsdao.xyz is under the control of FP. FP does not endorse the content of these external websites and assumes no responsibility for their accuracy, completeness or timeliness. In particular, FP is not involved in any legal transactions related to Mercedes Benz, FP or other purchase offers and services offered or procured on external websites. In addition, FP 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.

§ 14 — Right of Withdrawal

If the User is a consumer within the meaning of § 13 German Civil Code (Bürgerliches Gesetzbuch, “BGB”), the User shall have a right of withdrawal of fourteen days in the event of the conclusion of a contract. A consumer within the meaning of § 13 BGB is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed. In the following, the User is informed about his or her right of withdrawal from the Platform Usage Agreement as well as all NFTs purchased on the NFT Platform:

§ 15 — Final Provisions

15.1    Should individual provisions of these Terms of Use 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.

15.2    In the event of any conflict between these Terms of Use and mandatory applicable provisions of the User's country of residence, in particular regarding consumer protection laws, the latter shall prevail.

15.3    These Terms of Use and the business relationship arising between FP and the User in connection with the use of the NFT Platform as well as the use by the User of other services provided to the User in this context shall be governed exclusively by the material laws of the Federal Republic of Germany (including EU law), to the exclusion of German conflict of laws provisions and to the exclusion of all international and supranational (contractual) legal systems. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the country in which the User has his or her habitual residence as a consumer, shall remain unaffected.

15.4    If the User is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms of Use and/or with regard to the validity of these Terms of Use shall be Düsseldorf.

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

§ 1 — Definitions

1.1        Artwork means a unique, indivisible digital content, stored in a decentralized filing system owned or licensed by Fingerprints Foundation (“FP”) to which an NFT inseparably relates.

1.2        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 or her Wallet by way of corresponding entry on the Ethereum blockchain.

1.3        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 sold by FP as primary seller.

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

§ 2 — Ownership

2.1        You understand that the NFT serves only as digital documentation of a limited ownership of rights with respect to the particular referenced Artwork, and thus has only a digital documentation function. In particular: (i) the NFT does not represent any means of payment, claims, participations, rights of use or other benefits in or towards FP or any other company; (ii) cannot be converted into other crypto assets; and (iii) must not be used as a means of payment, settlement and/or for staking.

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 FP and its licensors.

2.3        Nevertheless, FP 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        To the extent and for as long as you are an End User and to the extent and for as long as you comply with this End User License, FP grants you a worldwide, non-exclusive, revocable non-sublicensable and non-relicensable right to use the Artwork referenced by the NFT only for:

·               private, non-commercial purposes, such as for display on private end devices; and

·               the purpose of promotion and sale on a Secondary Marketplace.

3.2        In particular, you are prohibited, even beyond the duration of the license, to :

·               modify the NFTs or the linked Artworks in any way, including deleting, removing, or obscuring any commercial designations, copyrights, trademarks, or other intellectual property rights incorporated or affixed to the NFT or the linked Artworks;

·               to reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure of the NFTs or the linked Artworks;

·               use the NFTs or the linked Artworks for commercial purposes, including advertising or promoting any product or service;

·               attempt to register the Artworks for the purchased NFTs as trademarks or copyrights or otherwise acquiring additional intellectual property rights in the Artworks;

·               mint additional NFTs using/in connection with the Artworks;

·               use the Artworks in a manner that could damage the reputation of FP, its affiliates or licensors; and

·               use the NFTs or the Artworks in connection with any illegal activity, including but not limited to money laundering or fraud.

3.3        End User License of the respective Artwork immediately revert to FP:

·               as soon as you are no longer an End User, i.e. the NFT is no longer assigned to your 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 are entitled to resell the NFT on Secondary Marketplaces.

4.2        You acknowledge and agree that if you transfer the NFT on a Secondary Marketplace, FP will receive a revenue share of the NFT selling price you realized by you ("Resale Fee"). The Resale Fee shall be 8.5% of the NFT selling realized by you. It is specified in the respective Smart Contract, so that upon any sale of the NFT on a Secondary Marketplace an automatic transfer of the Resale Fee takes place directly to FP also in case of any further subsequent sales of the NFT between other parties.

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

·               comply with all laws and regulations in force at the time of the sale;

·               comply with the terms and conditions applicable on the respective Secondary Marketplace; and

·               make the purchaser aware of this End User License, (available at the following link: https://maschine.fingerprintsdao.xyz/terms-and-conditions) and effectively incorporate it into the purchase agreement with the purchaser by linking or by other provision, to ensure that, in accordance with this End User License, the purchaser will:

–         become the new holder of a license to the Artwork referenced by the NFT under this End User License;

–         agree to the transfer of the Resale Fee to FP upon a further resale of the NFT by the purchaser to a third party; and

–         be obliged to incorporate the End User License in his or her purchase agreement in case of a further resale of the NFT.