These Terms of Use (the “Terms”) apply to sales performed by MICRI DISTRIBUTION INTERNATIONAL SRL, a company incorporated in accordance with Romanian law, with a registered office at  35 Aviatorilor Blvd., District 1, Bucharest, registered with the Bucharest Trade Registry under number J40/9860/2018, with fiscal code 39604533 (the ,,Company’’) of subscriptions  ( the ,,Subscriptions’’) to natural and legal persons allowing their access to certain benefits  (e.g. discounts for lab-grown diamonds, free of charge product care, specialized personal assistance, access to private events).

The Subscriptions shall be purchased by the purchasers using the payments services of NETOPIA FINANCIAL SERVICES S.R.L. (hereinafter referred to as ,,Netopia’’), the purchasers being able to buy the Subscriptions by using their debit/credit cards or any other payment methods made available by Netopia, as described below in this document.

The purchasers of the Subscriptions are entitled to receive non-fungible tokens/NFTs (the “NFTs”). For the avoidance of any doubt, the purchasers of the Subscriptions have the option to receive the NFTs in addition to the Subscriptions if they provide their wallet addresses to Us after the payment performance of the price related to the Subscriptions, the NFTs representing an instrument useful for the proof of the acquisition of the Subscriptions and for the easy transfer of the Subscriptions to which the NFTs are referring to a third party if the purchasers intend to transfer them.

The Company (sometimes referred to as “We,” “Us,” or “Our”) may sell the Subscriptions to initial purchasers (e.g. tech enthusiasts, persons and entities interested in lab-grown diamonds and in their ethical and ecological impact) and will provide benefits (e.g. discounts for lab-grown diamonds, free of charge product care, specialized personal assistance, access to private events) to initial purchasers and subsequent transferees of Subscriptions through the NFTs (referred to herein as “You” or using similar terms), subject to Your acceptance of these Terms. 

Your purchase of, acquisition of, and/or ownership of the Subscriptions (and the corresponding NFTs) constitutes your full and unconditional agreement to these Terms. We may update these Terms by providing a new version online and your continued use of the Our website located at URL address MICRI – Finest Jewelery (the ,,Platform’’) after any such update constitutes your binding acceptance of such changes. These Terms represent a binding contract between You and Us.

By accessing or using the Platform (including the services or the smart contracts in relation to the NFTs), You are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that You are 18 years old or older and that You have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You further represent and warrant that You are otherwise legally permitted to receive and hold the NFTs in your jurisdiction.

Please note that these Terms shall be applicable to all Subscriptions and the related NFTs.

Please read these Terms carefully. If You do not agree to these Terms, you must not purchase and hold the Subscriptions and the related NFTs.

  1. The NFTs

The NFTs are non-fungible tokens corresponding to the Subscriptions, minted by the Company in two collections, as follows:

  • A collection of 5,000 NFTs named ’’ Gold NFTs/ Subscriptions’’ which are minted using Elrond blockchain (the ’’Gold NFTs’’); and
  • A collection of 5,000 NFTs named ’’Carbon NFTs/ Subscriptions’’ which are minted using Elrond blockchain (the ’’Carbon NFTs’’).

Gold NFTs and Carbon NFTs are collectively referred as the ,, NFTs’’ in this document.

Please note that We are entitled to impose certain conditions in connection with the minting of the NFTs and Your receipt of NFTs, by informing You through the Platform, as well as through Our postings on social media and/or our communities.

  1. Benefits granted by the Subscriptions and the corresponding NFTs
  • The holders of the Gold NFTs may win certain benefits, based on Our decision, such as:

1. 10% discount on the acquisition of lab-grown diamonds from Us;

2. free of charge product care for the new jewellery purchased from Us, limited to one per year;

3. specialized personal assistance consisting in consultancy related to any jewellery, irrespective if purchased or not from Us, limited to one per year, up to 60 min;

4. any other benefits if announced by Us on the Platform, postings on social media and/or our communities.

 

  • The holders of the Carbon NFTs may win certain benefits, based on Our decision, such as:

1. 20% discount on the acquisition of lab-grown diamonds from Us;

2. free of charge product care for the new jewellery purchased from Us, limited to one per year;

3. specialized personal assistance consisting in consultancy related to any jewellery, irrespective if purchased or not from Us, limited to one per year, up to 60 min;

4. access to private events;

5. any other benefits if announced by Us on the Platform, postings on social media and/or our communities.

  1. The sale of the Subscriptions and the minting of the corresponding NFTs

 

Only one NFT can be used for each purchase, without being cumulated with other benefits. 

The sale of the Gold Subscriptions/ NFTs will start on the date and time (starting date and time) announced by Us on the Platform, postings on social media and/or our communities.

The starting price for each Gold NFT will be 10 $.

Taking into consideration that We are using the payments processing services of Netopia, the NFTs will be minted manually, on a weekly basis, at the end of each week when the payments related to the corresponding Subscriptions have been performed through the payments processor Netopia. For the avoidance of any doubt, the NFTs shall be minted after the payment of the Subscriptions’ price and the NFTs shall be transferred to Your wallet address communicated to Us.

The sale of the Carbon Subscriptions/ NFTs will start on the date and time announced by Us on the Platform, postings on social media and/or our communities,

The starting price for each Carbon NFT will be 20 $.

Taking into consideration that We are using the payments processing services of Netopia, the NFTs will be minted manually, on a weekly basis, at the end of each week when the payments related to the corresponding Subscriptions have been performed through the payments processor Netopia. For the avoidance of any doubt, the NFTs shall be minted after the payment of the Subscriptions’ price and the NFTs shall be transferred to Your wallet address communicated to Us.

In the future, the price of the Subscriptions may be determined by Us at Our sole discretion and displayed on the Platform at the time of purchase.

Please note that You must observe the Terms and Conditions, as well as the requirements from the documentation available on Netopia website located at the URL address https://netopia-payments.com/  the ‘’Netopia Website’’) and to fulfill all necessary conditions ( ncluding without limitation any KYC process, conducted by Netopia either directly or by using a third-party KYC service provider -as the case may be)  required by Netopia for processing successfully Your payment.

You hereby acknowledge and accept that Netopia or a third-party KYC service provider may need to undertake certain KYC activities and/or AML verifications, including collecting certain personal data from You. Upon request, You shall provide all information and documents that are deemed necessary or appropriate to conduct KYC and/or AML verifications.

We may impose limits on the number of Subscriptions You may purchase in any Subscription sale and the aggregate purchase price you may pay for your Subscriptions. Such purchase limits, if any, will be determined in Our sole and absolute discretion and displayed to You on the Platform.

You may purchase the Subscriptions (and receiving subsequently the related NFTs) using debit/ credit cards (in fiat currency), as well as using EGLD, within the terms and conditions of Netopia. For the avoidance of any doubt, the Company shall receive from Netopia fiat currency irrespective of the method of payment and irrespective of the currency type (fiat or crypto) utilized for the payment performed by You using the services of Netopia.

  1. Terms of Sale

All sales (irrespective of the terminology used in our communications) of Subscriptions are final and there are no cancellations. Once You have made a purchase of a Subscription (and You will receive the corresponding NFT), you should promptly take the necessary steps to have a compatible crypto wallet where You will receive the NFTs, within the terms and conditions stipulated in this document (e.g. activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs.

You may resell, otherwise transfer (swap, donate, give away) or otherwise dispose of your NFTs received from Us where this is permitted by these Terms. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. Anyone receiving such NFTs from You agrees to and is bound by these Terms.

  1. Ownership of an NFT

You own a non-fungible token representing Our creative work as a piece of property, but you do not own the creative artwork itself. You may show off your ownership of NFT/s by displaying and sharing the underlying artwork, but You do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying artwork, excepting the limited license granted by these Terms to underlying artwork.

We reserve all exclusive copyrights to artworks underlying NFTs including but not limited to the right to reproduce some parts/elements/components of the physical artwork, to prepare derivative works, to display, to perform, and to distribute the artworks.

  1. The license related to a minted artwork

Owning a NFT is distinct from owning a piece of physical art. We encourage You to show off, promote, and share your collected NFTs, but You may not infringe on any of the exclusive rights of the copyright holder – the Company. The Company grants a limited, worldwide license to display the artwork underlying the NFTs legally owned and properly obtained by You.

Your license includes the right to display the artwork privately or publicly:

  • for the purpose of promoting or sharing Your purchase, ownership, or interest in the NFT, for example, on social media, blogs;
  • for the purpose of sharing, promoting, discussing, or commenting on the NFT.

You have the right to sell, trade, transfer, or use your NFT, but You may not make “commercial use” of the underlying artwork including, for example, by selling copies of artwork, selling access to the artwork, selling derivative works embodying the artwork, or otherwise commercially exploiting the artwork.

You may not, nor permit any third party, to do or attempt to do any of the foregoing:

  • use the artwork to advertise, market, or sell any third-party product or service;
  • sell, distribute for commercial gain, or otherwise commercialize merchandise/products/assets that include, contain, or consist of the artwork;
  • incorporate the artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your personal, non-commercial use;

(b)       modify, distort, or perform any other modification to the artwork which would be prejudicial to Our honor or reputation;

(c)        use the artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

(d)       attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the artwork;

(e)        attempt to mint, tokenize, or create an additional cryptographic token representing the same artwork;

 (f)       falsify, misrepresent, or conceal the authorship of the artwork or the NFT; or

(g)       otherwise utilize the artwork for Your or any third party’s commercial benefit.

  1. Payments and transactions performed through Netopia

You shall observe all terms and conditions of Netopia, including in case of payments performed in crypto using the Netopia services.

We have no control over these payments or transactions processed by Netopia, nor do We have the ability to reverse any payments or transactions. We do not provide refunds for any purchases of Subscriptions.

  1. Company’s Rights

The Company owns all legal rights, titles, and interests in all intellectual property rights to creative artworks (creations) underlying the NFTs, including but not limited to copyrights and trademarks. 

As the copyright owner, the Company enjoys several exclusive rights to the artwork, including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the artworks.  Subject to, and in accordance with these Terms, the Company hereby acknowledges, understands, and agrees that minting an artwork constitutes an express and affirmative grant of the limited license rights to the artworks to all owners of the NFTs, as provided herein..

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  1. Representations and Warranties

You must be at least 18 years old to receive the NFTs. By purchasing  Subscriptions and receiving the corresponding NFTs, You represent and warrant that You:

 (a)       are at least 18 years old, as mentioned previously in these Terms;

(b)       have full power and authority to enter into these Terms ;

(c)        have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU state, UK, Treasury and US Office of Foreign Assets Control (OFAC);

(d)       are not a citizen or resident of, or located in, a geographic area that is subject to U.S., EU, OECD or other applicable sanctions or embargoes;

(e)        are not an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists, in particular the EU or OECD-sanction lists.

You hereby represent and agree that if Your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the NFTs. You agree that you will not knowingly sell or otherwise transfer NFTs to a party subject to U.S. or other applicable sanctions, in particular the EU or OECD sanctions list;

(f)        are not a citizen or resident of a geographic area in which purchase, holding or use of NFTs is prohibited by applicable law, decree, regulation, treaty, or administrative act.

If you are using the services on behalf of a legal entity, you represent and warrant that:

(a)        such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;

(b)       You are duly authorized by such legal entity to act on its behalf;

(c)        any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the company has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC).

By participating in the Subscriptions sale, You agree to these Terms and in particular, You represent and warrant that You:

  1. are authorized and have full power to acquire the Subscriptions and receive the NFTs according to the laws that apply in Your jurisdiction of domicile;
  1. are not resident or domiciled in any jurisdiction excluded by the Platform or a third party KYC service provider in the KYC process (as the case may be), including but not limited to the following states: Afghanistan, Angola, Belarus, Bosnia & Herzegovina, Burkina Faso; Burundi, Cayman Island, Central African Republic, People’s Republic of China, Congo (DRC), Cote d’Ivoire (Ivory Coast), Cuba, Columbia, Ecuador, Egypt, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Guyana, Haiti, Iran, Iraq, Kosovo, Laos, Lebanon, Liberia, Libya, Macedonia, Maldives, Mali, Morocco; Myanmar, Nigeria, North-Korea, Panama, Pakistan, Papua NG, Republic of Crimea, Russia; Serbia, Somalia, Sri Lanka, Senegal; Sudan, South Sudan, Syria, Trinidad and Tobago, Tunisia, Turkmenistan, Turkey; Uganda, , Ukraine, United States of America, Uzbekistan, Vanuatu, Vietnam; Venezuela, Yemen, Zimbabwe (collectively, the “Restricted Jurisdictions”), or receiving the NFTs from a location in a Restricted Jurisdiction;
  • are familiar with all related regulations in the specific jurisdiction in which You are based and that receiving and holding non-fungible tokens (NFTs) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;

(iv)      live in a jurisdiction that allows Us to sell the NFTs without requiring any local authorization;

(v)       do not live in a jurisdiction which is qualifying the NFTs issued as securities;

(vi)      will not use the NFTs S for any illegal activity, including but not limited to money laundering and the financing of terrorism;

(vii)     are solely responsible for determining whether the acquisition of NFTs is appropriate for You;

(viii)    understand the risks associated with the NFTs.

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  1. Risks

You hereby acknowledge and agree that there are risks associated with the receipt of the NFTs, ownership of the NFTs and utilization of the NFTs. By receiving and using the NFTs, You expressly acknowledge and assume these risks, including the ones mentioned below.

You acknowledge that We will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Elrond blockchain, however caused. We expressly disclaim any liability for these risks.

You accept and acknowledge that We will not be responsible for the risks of engaging in any transactions relating to your NFTs with third parties.

You accept and acknowledge that We will not be responsible for any loss of access to your NFTs due to loss of your private key(s), custodial error or purchaser error, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.

You also acknowledge and agree that You have obtained sufficient information to make an informed decision regarding the NFTs and You are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself.

You also acknowledge that the value of NFTs can be extremely volatile and subjective, as well as that there is no guarantee that NFTs will have or retain any value.

Once You own any NFT, You are responsible for any loss or damage to, or loss of access to, the NFT and neither Company nor any of its licensors shall have any liability in such circumstances, regardless of cause. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the NFTs are provided “as is” and “as available.”

The NFTs are minted and based on Elrond Blockchain. Thus, a malfunction, unintended function, or unforeseen operation of the Elrond Blockchain may cause the NFTs to become defective or function unexpectedly. More information about Elrond can be found at www.elrond.com.

A wallet and the NFTs it contains can only be accessed using the private key assigned to the wallet or a respective smart contract controlling the wallet. You are responsible for safeguarding and maintaining your wallet, private keys, any token and NFTs, or crypto-asset associated therewith, as well as for the protection of the private key and the wallet against unauthorized access by third parties. Loss of the private keys can lead to irretrievable loss of the NFTs. We recommend seeking professional advice on the safe management of private keys. Further, NFTs are typically transferred digitally, through electronic media not controlled or regulated by any entity. To the extent an NFT is transferred erroneously to the wrong destination, you may be unable to recover the NFT as NFTs transactions are generally irrevocable.

Certain events may cause the non-payment of bonuses. Such measures may be imposed as a result of your acts or omissions, the acts of a hacker or other malicious actor or a force majeure event.

  1. Taxes

You are responsible to pay any and all taxes, duties imposed by any governmental authority, associated with your use of the NFTs and smart contract (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, acquisition, sale of any NFTs, as the case may be).

  1. Representations

You hereby represent that You are knowledgeable, experienced and sophisticated in using blockchain technology, the smart contracts and in initiating Elrond-based transactions.

You hereby represent that You shall not engage in any attack, hack, denial-of-service attack, interference, or exploit of any NFTs smart contract.

We make no representations or warranties, express or implied, written or oral, made by or on behalf of Us in connection therewith, including any representations or warranties of title, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, or technical quality of any NFT.

  1. Not A Financial Instrument

Please note that the NFTs do not represent securities or any financial instruments. In this respect, please note the followings:

(i)        The NFTs are not guaranteed with fiat currencies or other assets;

(ii)       No shares are granted in the Company‘s share capital (and implicitly neither voting rights in the Company), nor other rights regarding the acquisition of Company’ s shares (including option rights), by acquiring the NFTs;

(iii)      No dividends are granted related to the eventual profits of the Company to the NFTs’ holders.

  1. Limitation of liability

The Company shall not be liable to You or any other third party for damages, including any general, special, incidental, punitive or consequential damages arising out of the use or inability to use of any NFTs (including but not limited to loss of data or data being rendered inaccurate or losses sustained by You or third parties).

We have no liability to You or to any third party for any claims or damages that may arise as a result of any payments or transactions that You engage in via the smart contract, or any other payment or transactions that you conduct via the Elrond blockchain with respect to NFTs.

 

  1. Disclaimers

Nothing in this document or any other publication does not constitute any form of investment advice or recommendation by Us.

This document does not represent a prospectus or any other public offer document regarding financial instruments, investments or other financial products / services or regulated products / services.

As above mentioned, the NFTs are neither structured nor sold as securities or any financial instruments.

The Company of the NFTs or any of the members of the team cannot be held liable for any damages that a person that acts or implements in its own activity the information from this document may suffer.

  1. Links or references to other websites

The Website may contain links or references to other websites. Unless We expressly say otherwise, You should assume that these other websites are not under Our control. Any such hyperlinks or references are provided for Your information and convenience only. We have no control over third-party websites and We have no legal responsibility for them.

Your use of a third-party website may be governed by the terms and conditions of that third-party website.

  1. Governing Law

These Terms and the relationship between You and Us created by it shall be governed by and construed in accordance with the laws of Romania.

  1. Amendments

We may reserve the right, in Our sole and absolute discretion, to amend, modify, alter or supplement these Terms.

Should you have any questions, You can contact us at contact@micri.eu