Terms and Conditions

Date of publication: February 01 2023

  1. OBJECT OF THE GENERAL CONDITIONS AND THEIR ACCEPTANCE

1.1. Purpose

The General Conditions described below (hereinafter, the "General Conditions") regulate the relationship between Sentient Labs, company with Tax ID No. 48487629H , registered office at PLAZA RISUEÑO NUM 13 Planta 1 30202 CARTAGENA (MURCIA) - Spain, (hereinafter, "Sentient Labs") and the user, both in its dimension as User Creator and User Buyer, (hereinafter, referred to jointly and indistinctly as the "USER") who accesses and uses the NFT MarketPlace owned and operated by Sentient Labs (hereinafter, the "MarketPlace"), in all matters relating to the access and use of the MarketPlace, its APIs, software, tools, features or functionalities provided or related to the services provided: the use to view, browse, create, edit, publish, unpublish, buy and sell NFT (hereinafter, the "Service").

1.2. Definitions

In this clause the USER will find the main definitions of the terms used in the General Conditions, which will be complemented with all those definitions given throughout these General Conditions.

Underlying Asset: refers to the physical or digital asset, tangible or intangible, tokenized in the NFT.

Blockchain: refers to Distributed Registration Technology or DRT, being a type of technology that supports decentralized registration of encrypted data. The TRD records, among others, information related to transactions and ownership of the NFT. Specifically, the TRD to be used in the MarketPlace will be the Hedera Hashgraph Blockchain network.

Content: refers to any content that the USER creates, submits, publishes, promotes or displays through the MarketPlace, including that incorporated in the NFT.

Gas cost: refers to the cost of carrying out one or more operations in the Blockchain network. This cost is determined by the Blockchain network used, being variable and independent of Sentient Labs.

Fungible cryptoassets: refers to digital assets built on Blockchain technology and that can be transferred between network participants, their units being substitutable for each other. In this regard, it should be noted that non-fungible digital assets (NFTs), whose units are unique and cannot be substituted by other units belonging to the same collection, are excluded.

Cryptocurrency: refers to the virtual currency managed by a network of decentralized computers with an encryption system to secure transactions between users. Hedera Hashgraph will be used in the MarketPlace

Intellectual and Industrial Property Rights: refers to all intellectual and industrial property rights and analogous rights over the Underlying Asset including, among these, the right of reproduction, distribution, transformation and communication to the public, as well as any industrial property right, trade secret or analogous right (patents, trademarks, utility models, trade secrets, databases, etc.). In any case, these rights must include those considered necessary to access and make proper use of the Service. In no case shall the sale and ownership of the NFT imply the assignment of the Intellectual and Industrial Property Rights over the Underlying Asset, which shall remain under the ownership of the holder, unless the assignment of all or some of the associated Intellectual and Industrial Property Rights is expressly specified.

Financial instrument: refers to a contract between two parties, which gives rise to a financial asset for one party and a financial liability for the other party.

MarketPlace: refers to the online brokerage platform offered by Sentient Labs where the USER is allowed to view, browse, create, edit, publish, unpublish, buy and sell NFTs on public blockchains.

Minting: refers to the technical process of minting or creating one or several NFTs in the Marketplace, through the Smart Contracts enabled for this purpose.

NFT: refers to the acronym of non-fungible token in English or non-fungible token in Spanish. It is a digital and cryptographic asset registered in Blockchain, being the result of tokenizing an Underlying Asset, through its digital representation in Blockchain using a standard available for that purpose, and which includes a series of metadata with encoded information of such asset, including in the metadata a link with the address to the distributed storage service (IPFS), in which the Underlying Asset that is tokenized is stored. IPFS Distributed Storage Service: refers to the service that allows peer-to-peer distributed hosting of the digital reproduction of an Underlying Asset, using the IPFS (InterPlanetary File System) protocol. The service also allows generating addresses univocally associated to such stored digital reproduction, in order to be able to access it and link it to the NFT through its metadata.

Smart Contract: refers to a program that runs on a Blockchain. It is a set of code (functions) and data (states) that resides at a specific address on Blockchain. For these purposes, they regulate certain transactions or operations of the NFT, such as their creation, destruction or transfer.

Semi-fungible tokens: refers to the group of tokens that can be fungible and non-fungible during their life cycle. Initially, these tokens act as fungible tokens in the sense that they can be traded on a peer-to-peer basis with other identical tokens. The distinguishing factor is that, once redeemed, fungible tokens lose their face value. That loss of exchangeable value makes expired tokens non-fungible.

Buyer User: refers to the natural or legal person represented by a natural person with sufficient power of representation for these purposes, who acquires or purchases NFT available through the MarketPlace under the terms and conditions provided at all times for this purpose. The purchasing user, as any other user of the MarketPlace, and of the services available through it, agrees to make a legal and appropriate use of these, according to the provisions of the existing regulatory conditions and the applicable regulations.

Creator User: means the natural person of contact, authorized or otherwise acting legitimately on behalf and in the name of the Creator Company who wishes to use the Sentient Labs Service subject of this Agreement, and who responsibly declares that he legitimately holds all the rights necessary to use the Service, including, without limitation, the sufficient Intellectual and Industrial Property Rights over the Underlying Asset of the NFT to be Minted through the MarketPlace. In the event that the Underlying Asset is or incorporates a work, it will be understood as a work the provisions of Article 10 of Royal Legislative Decree 1/1996 of April 12, 1996, which approves the revised text of the Intellectual Property Law, regularizing, clarifying and harmonizing the current legal provisions on the subject (hereinafter, "TRLPI").

Utility tokens: consist of a type of cryptoasset whose purpose is to give digital access to a good or service, available through Blockchain, and accepted only by the issuer of the token in question ("service tokens"). Service tokens have non-financial purposes related to the operation of a digital platform and digital services, and should therefore be considered a specific type of cryptoasset.

Wallet: refers to the portfolio, wallet or virtual purse in which cryptographic assets (NFT and cryptocurrencies) are kept and managed. In this MarketPlace, CREATOR will only be able to connect Wallets of Hedera Hashgraph

1.3. Acceptance

The acceptance, without reservations, of the present General Conditions becomes indispensable for the rendering of the Service by Sentient Labs. The USER declares, in this sense, to have read, understood and accepted the present General Conditions, made available, at all times and prior to access and use of the Service, on the web page where the MarketPlace is hosted. 

The use of the Service is also subject to any notices, regulations of use and technical instructions made known to the USER by Sentient Labs by any means, which complete the provisions of these General Conditions insofar as they do not oppose them.

In those cases in which the USER accesses the platform in the name and on behalf of a legal entity, the USER accepts and declares that he/she has sufficient powers of representation to bind said legal entity that he/she represents. In such cases, all the actions carried out by the USER as a legal person shall be attributable to the legal person, and Sentient Labs shall presume that the same have been carried out by the latter.

1.4. Other related conditions

The present General Conditions apply to the provision of all the functionalities, whether of its own or of third parties, available in the MarketPlace in general, including the Privacy Policy applicable to the MarketPlace. However, certain functionalities may incorporate, if necessary, Particular Conditions that include specific conditions that will apply on the occasion of the use of such functionality. In any case, such conditions shall be objective and non-discriminatory in accordance with the applicable regulations.

Therefore, the use of the Service entails the acceptance of the General and/or Particular Conditions applicable, as the case may be, and which complete the present General Conditions in all that is not foreseen in the same. Such applicable Particular Conditions, as well as those others that may be linked to the Service will also be made available to the USER in advance and at all times through the MarketPlace web page.

 

2. DESCRIPTION OF THE SERVICE AND REQUIREMENTS

The MarketPlace is a digital marketplace that allows the Creator User to generate, sell and view NFTs and collections, as well as, in the case of the Buyer User, to purchase such NFTs as stand-alone items.

In the MarketPlace only NFTs that are unique, non-fungible and non-divisible in nature may be created and traded by the User Creator, thus excluding fungible cryptoassets, semi-fungible tokens (SFTs), utility tokens, financial instruments or negotiable securities.

To use the Service, the USER must use a supported third party Wallet that allows him/her to perform transactions on Blockchain. USER may only link one Wallet and USER's account on the MarketPlace (hereinafter, the "Account") will be associated with such Wallet of USER, which cannot be modified once it is linked to the Account.

Such Account shall be customizable by the USER to edit, for example, his/her profile picture and user name.

Sentient Labs facilitates transactions between the USER Creator and Buyer, but in no case is a party to any agreement in which both USERS participate, being an independent and external third party that only provides them with those means and technical functionalities necessary for this purpose, without intervening in this commercial relationship between these parties in any way.

2.1. Requirements for the use of the Service

For the correct access and/or provision of the Service it is necessary and indispensable that the USER complies with the following requirements:

  • Have read and accepted these General Terms and Conditions, as indicated in the acceptance clause.
  • Be at least 18 years old and have sufficient capacity to act.
  • Have an Account in the MarketPlace.
  • Possess a Wallet of Hedera Hashgraph.
  • Access the MarketPlace from a permitted location, which excludes access from countries or territories considered high risk, either because they are subject to international sanctions or because they are considered territories at risk of money laundering or terrorist financing, as listed in the MarketPlace FAQ section.
  • Any other requirement provided for in these General Conditions.

 

2.2. Functionalities. The functionalities available in the MarketPlace are:

  • Creation of USER "Creator".

 

In order to acquire the status of "Creator", the USER must act on behalf of and in the name of a creator company that acts as a company in accordance with the applicable regulations (whether as a legal entity or as an individual entrepreneur or self-employed person) and, prior to its participation in the MarketPlace, said creator company must sign a contract with Sentient Labs, in which the details of the relationship will be specified (hereinafter, the "Contract"). In the event of any discrepancy between the Contract and the General Conditions, the provisions of the Contract shall prevail.

The USER has the option of contacting Sentient Labs through the section "Contact us" located in the footer of the MarketPlace web page to become a creator of NFTs in the MarketPlace. To do so, you must complete the form that will be displayed in the aforementioned section and follow the steps indicated by Sentient Labs for this purpose. Once Sentient Labs confirms the creation of the user, you will obtain your credentials to access the MarketPlace and the USER will have the status of "Creator" for the purposes of these General Conditions.

The password may be freely modified by the USER through the procedures that Sentient Labs has established for this purpose.

  • Creation of collections

The USER Creator has the option to create collections consisting of one or more NFTs (hereinafter referred to as the "Collection" or "Collections"). These Collections must have a title, description and header image.

  • Creation of NFT

The USER Creator has the option to create NFTs (or items) within previously created Collections. To create an NFT, the USER must enter a file, name, description and License Terms and select the Collection to which he/she wishes to add it.

The file provided by the Creator USER to be tokenized in the NFT will be hosted in an IPFS Distributed Storage Service, with the IPFS address being incorporated in the NFT metadata.

Sentient Labs will establish and communicate to the USER Creator the number of NFT that it is authorized to sell in the MarketPlace, not being able to exceed such limit without prior authorization from Sentient Labs. Each Creator USER may have a different limit as provided in the Contract with the Creator.

  • Editing Collections and NFT

The USER Creator has the option to edit the NFTs and the Collections integrated by them with the following restrictions: (i) in the case that the Collection has been published, only the titles, associated images and description of the Collection can be edited without cost. In the event that the USER wishes to modify any other data connected with Blockchain, this change will have a gas cost associated with it; and (ii) in the event that an NFT of a Collection has been purchased, neither the Collection to which it belongs nor the remaining NFTs that comprise it may be edited, with the exception of their price, which may be modified.

  • Publication of Collections

The Creator USER has the option to publish in the MarketPlace the Collection(s) he/she has previously created. To do so, the USER must (i) set the price of the Collection's NFTs, (ii) select the "Publish" option, (iii) pay the applicable Minting fee and (iv) sign the transaction with his/her Wallet to be registered on Blockchain.

Once this action has been performed, it can only be undone under the conditions indicated in the following section.

  • Depublication of Collections

The USER Creator has the option to unpublish a Collection as long as an NFT that is part of that Collection has not been sold.

  • Republication of Collections

The USER Creator has the option to republish a previously unpublished Collection.

In the event that the Collection has not been published, this transaction will not entail a Gas Cost. In the event that the Collection has been published, the publication transaction will carry a Gas Cost and the USER will have to pay the Mintage fee.

 

  • NFT concealment

The USER Creator has the option to hide an NFT provided that (i) it has not been purchased or (ii) it does not belong to a Collection containing a purchased NFT.

The USER can hide the NFT, subject to what is indicated in the previous paragraph, from the MarketPlace or Blockchain. In this second case, the action will entail a Gas Cost.

  • Creation of USER "Buyer".

The USER has the option to become a buyer of the MarketPlace by accessing the MarketPlace with the credentials of his Wallet through the section "Connect your Wallet" or by connecting his Wallet through a purchase link of an NFT published in the MarketPlace. This action will convert the USER into a "Buyer" for the purposes of these Terms and Conditions.

Within the framework of the MarketPlace, the USER Buyer will only and directly carry out transactions with the USER Creator, Sentient Labs remaining outside of any agreement or relationship established between them.

  • Purchase of NFT

The USER Buyer has the option to purchase NFTs published in Collections on the MarketPlace, but does not have the option to purchase an entire Collection of NFTs through a single purchase action. The USER Buyer will also have the option to view purchased NFTs and those marked as favorites.

In order to make a purchase, the USER must accept the terms presented and connect his/her Wallet if not already connected.

  • Viewing NFTs and Collections

The USER will be able to visualize in the MarketPlace all those Collections and NFT that integrate them that have been published.

2.3. Excluded aspects

It is excluded from the object of the present General Conditions:

  1. The costs of acquiring or contracting the Wallet in order to enjoy the Service.
  2. The equipment and services necessary to access or connect to the Internet and/or the MarketPlace and to be able to operate therein.

 

3. START OF SERVICE AND DURATION

The present General Conditions between Sentient Labs and the USER shall enter into force and become effective as of the date on which the USER accepts them for the first time by clicking on the button provided by Sentient Labs for such purpose.

From the moment of acceptance of these General Conditions, the provision of the Service shall be understood to have begun indefinitely, as long as the USER does not request cancellation or if any of the circumstances that lead to the definitive interruption of the Service as described in these General Conditions occur.

4. ECONOMIC CONDITIONS

The Buyer USER is obliged to pay the price indicated in each NFT in accordance with these General Conditions and the License Terms provided by the Creator USER. In case of conflict between the General Conditions and the License Terms, the provisions of the General Conditions shall prevail.

The USER Buyer shall additionally assume the Cost of gas applied to the transaction carried out, which shall be indicated approximately in the purchase process, since it is not a fixed price, but may vary according to the type of transaction or operation in question.

The USER knows and accepts that the transactions carried out in the MarketPlace have an associated Cost of Gas that is variable and independent of Sentient Labs, so it is the responsibility of the USER to inform himself about the application of such costs.

It is the sole responsibility of the USER to determine whether, and to what extent, taxes are applicable to any transaction made through the MarketPlace and to report or pay the correct amount of taxes to the appropriate tax authorities. All this in accordance with the applicable regulations in each case.

5. COMMITMENTS AND OBLIGATIONS

5.1. Obligations of the USER

The USER undertakes:

  1. To use the Service and any content accessed through it correctly, diligently and in accordance with the law, morality, generally accepted good customs and public order, as well as in accordance with these General Conditions and, in particular, to refrain from using it for purposes other than those expressly permitted in these General Conditions or other applicable conditions.
  2. To use a valid Wallet that complies with the established requirements. In that sense, the USER accepts that such Wallet will be subject to the terms and conditions of the Wallet provider, which are unrelated to Sentient Labs.
  3. To be solely responsible for keeping his/her Wallet secure and not to share his/her Wallet credentials with third parties. If the USER detects a problem related to his/her Wallet, he/she should contact the Wallet provider.
  4. To be solely responsible for its Account and any associated Wallet. The USER shall notify Sentient Labs immediately if he/she discovers or suspects any security problem related to the Service or his/her Account, through the email address indicated in the contact clause.
  5. To inform Sentient Labs of any incidents that prevent or hinder access to the Service.

 

5.2. Sentient Labs's Obligations

  1. Sentient Labs will provide the Service in accordance with the terms set forth in these General Conditions, as the Service is and is presented through these General Conditions.
  2. Sentient Labs will use its best efforts to keep the MarketPlace operational allowing the continuity of the Service in appropriate technical and security conditions, except for temporary interruptions due to maintenance services of the MarketPlace, technical or computer problems such as Internet crashes produced by any cause, computer attacks and similar situations that make it temporarily impossible to provide the Service, or that are beyond Sentient Labs's control. This will be restored when the incidents have been solved.

 

6. INFORMATION REQUIREMENTS

For security and fraud control purposes, Sentient Labs may request from the USER certain information and documentation to verify the USER's identity in accordance with applicable law:

  • The security code sent to the e-mail or security code required for double authentication.
  • User name.
  • Password.

Likewise, Sentient Labs may request additional information and documents from the USER, as a consequence of certain circumstances, including, to comply with applicable regulations, to comply with the requirement or request of a competent authority, or to prevent, detect or investigate a possible violation of these General Conditions, as well as the commission of allegedly unlawful or fraudulent acts.

In such cases, Sentient Labs may, at its discretion, disable the Account and block all access to the Service by the USER until Sentient Labs receives and processes the information and/or documents. In the event that the USER does not provide the information and document in a complete and accurate manner, Sentient Labs may refuse to restore access to the Service. In these cases, such actions will exclude the possibility that the USER may articulate against Sentient Labs any indemnification right.

7. PROTECTION OF PERSONAL DATA

The conditions of protection of personal data applicable to the Service, access and use of the MarketPlace by the USER, are regulated through the applicable Privacy Policy, available at all times for consultation in the footer of the MarketPlace web page.

The applicable Privacy Policy forms an integral part of the General Conditions and must be accepted by the USER together with the same, in the same act of acceptance.

8. CORRECT USE OF SERVICES

The USER undertakes to make reasonable use of the functionalities and benefits comprising the Service, as well as any other related services or functionalities that Sentient Labs and/or its third party collaborators provide through the MarketPlace. The USER shall be liable to Sentient Labs for any use other than the foregoing that may cause damage or harm to Sentient Labs or third parties and, in particular, for any use of the Sentient Labs Service that involves a resale or subsequent commercialization of said Service.

In the event that the USER fails to comply with the commitments contained in this clause, Sentient Labs reserves the right to (i) the suspension or definitive interruption of the Service to such USER (being able if so decided to make the reestablishment of the same subject to the provision by the USER of the information, documentation and, in general, guarantees requested by Sentient Labs), (ii) the withdrawal or blocking of Content of the MarketPlace created or published by such USER, (iii) the limitation of access by such USER to certain functionalities of the MarketPlace, (iv) the limitation of viewing, purchase, sale, transfer of available NFT by such USER and, specifically, the removal of the files that have been tokenized from the distributed storage service in case it is possible, and (v) any other action arising from the improper use of the Service by the USER.

In general, the USER agrees that he/she will not violate any law, contract, intellectual or industrial property of Sentient Labs and/or third parties during the use of the Service, and declares that he/she is solely responsible for his/her conduct and content during his/her use of the Service. In line with the above, in particular, the USER agrees not to:

  • Use or attempt to use another USER's Account without such USER's authorization;
  • Impersonating another person or entity, impersonating it in an unauthorized manner;
  • Claiming a Sentient Labs user name for the purpose of reselling it or engaging in usurpation of names;
  • Access the Service from a different Wallet in the event that Sentient Labs has blocked any of your Wallets from accessing the Service, unless you first obtain Sentient Labs's written permission;
  • Distribute spam, including by sending unwanted NFTs to other users;
  • Use the Service, including by disseminating any software or interacting with any API, in any manner that could damage, disable, overburden, or impair the operation of the Service in any way;
  • Bypassing or ignoring instructions that control access to the Service, including attempting to circumvent any rate limiting system by using multiple API keys, directing traffic through multiple IP addresses or otherwise obfuscating the source of traffic you send to Sentient Labs;
  • Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by Sentient Labs to access the Service, extract data or interfere with or modify the representation of the pages or functionality of the Service;
  • Reverse engineer, duplicate, decompile, disassemble or decode any aspect of the Service, or do anything that may uncover source code or circumvent or bypass measures employed to prevent or limit access to any service, area or code of the Service;
  • Sell or resell the Service or attempt to circumvent any Sentient Labs rate system;
  • To carry out activities of self-contracting of NFT on the MarketPlace. In this regard, it is strictly forbidden for a USER Creator to purchase on the MarketPlace the NFTs created and published by him/her.
  • Promote and engage in behavior that has the intent or effect of causing an item or collection to artificially appear at the top of search results, or artificially increase view counts, favorites, or other metrics that Sentient Labs may use to rank search results;
  • Use the Service or data collected from the Service for any advertising or direct marketing activities (including, without limitation, email marketing, SMS marketing and telemarketing);
  • Using the Service for money laundering, terrorist financing or other illicit finances;
  • Use the Service to conduct any financial activity subject to registration or licensing, including, but not limited to, the creation, sale or purchase of securities, commodities, options or debt instruments;
  • Use the Service to create, sell or purchase NFTs or other items that give owners rights to participate in an ICO (Initial Coin Offering) or any securities offering, or that are exchangeable for securities, commodities or other financial instruments;
  • Use the Service to engage in price manipulation, fraud or other deceptive, misleading or manipulative activity;
  • Use the Service to buy, sell or transfer stolen items, fraudulently obtained items, items taken without authorization and/or any other illegally obtained items;
  • Infringe or violate the Intellectual and Industrial Property Rights or any other right of Grupo Sentient Labs and/or third parties during the use of the Service, and not reproduce, copy, distribute, allow public access through any form of public communication, transform or modify the protected contents in the MarketPlace, unless authorized by the holder of the corresponding rights or it is legally permitted; nor suppress, evade or manipulate the copyright and other data identifying the rights of the owners incorporated in the contents of the MarketPlace, as well as the technical protection devices, digital fingerprints or any information mechanisms that may contain the same;
  • Create or display illegal content;
  • Create or display terrorist content;
  • Create or display NFTs or other items that promote suicide or self-harm, or incite hatred or violence against others;
  • Use the Service for any illegal or unauthorized purpose, including the creation or display of illegal content, such as content that may involve child sexual exploitation, or encourage or promote any activity that violates the Terms and Conditions;
  • Use the Service in any manner that may interfere with, disrupt, disrupt, adversely affect or prevent other users from fully enjoying the Service.

 

9. INDUSTRIAL AND INTELLECTUAL PROPERTY

a) From Sentient Labs

The USER accepts that all the elements integrated in Sentient Labs's MarketPlace, including, without limitation, appearance, images, materials, logos, texts, files and designs, are protected by the legislation on Intellectual and Industrial Property Rights and that the rights over them correspond to Sentient Labs and/or, if applicable, to its affiliates, collaborators or licensors.

In this regard, Sentient Labs and/or, if applicable, such affiliates, collaborators or licensors, shall retain full ownership of the Intellectual and Industrial Property Rights that belong to them at the time of executing these General Conditions and shall also be entitled to the Intellectual and Industrial Property Rights relating to any content, software, technology and/or documentation, created, developed, modified, improved or transformed as a result of the provision of the Service.

The USER may not copy, imitate or use, partially or in its entirety, the elements subject to Intellectual and Industrial Property Rights of Sentient Labs without its prior written authorization.

Notwithstanding the foregoing, Sentient Labs grants the USER a limited, non-exclusive, non-transferable, non-sublicensable, personal and personal license during the time these General Conditions are in force to access or use the Intellectual and Industrial Property Rights related to the Service solely and exclusively for the development of the Service, in accordance with the provisions of these General Conditions. Sentient Labs does not grant any other license or authorization of use of any kind on its Intellectual and Industrial Property Rights or on any other property or right related to the Service.

Sentient Labs disclaims any liability with respect to the compliance and guarantee of the Intellectual and Industrial Property Rights associated with the NFT and/or the Underlying Asset, in accordance with the provisions of the applicable law, the USER Creator being exclusively liable for any breach in this area against the USER Buyer, or any other third party that may be affected.

b) From the USER

The USER is solely responsible for the use of the Service and any information provided by the USER, as well as for compliance with applicable laws and these Terms and Conditions.

The USER grants Sentient Labs a worldwide, free, exclusive, irrevocable, indefinite in time, transferable and sublicensable license to use, reproduce, copy, modify and display any Content, without prejudice to the intellectual and industrial property on the same, which shall belong to its owner.

The USER represents and warrants that it has the rights (including intellectual and industrial property rights), licenses, consents or permissions necessary to grant the rights provided for in these Terms and Conditions with respect to any Content.

The Content may not be copied, imitated or used, in whole or in part, without the permission of the owner of the rights to such Content. Sentient Labs does not provide any guarantee to the USER about this Content and Intellectual and Industrial Property Rights of third parties, being the USER responsible for verifying the legitimacy, authenticity, identity, legality and other details of the NFT shown in the MarketPlace.

The NFTs do not imply the assignment or transfer of the Intellectual and Industrial Property Rights over the Underlying Asset to the Buyer USER. These rights will be reflected in the License Terms agreed directly between the Buyer USERS and Creator USERS. Sentient Labs is not a party to such License Terms, which are established solely between the Buyer and the Seller of the NFT through the MarketPlace.

c) Claims for infringement of Intellectual and Industrial Property Rights.

If a USER or any third party outside the Service makes a request for removal of Content for infringement of Intellectual or Industrial Property Rights, Sentient Labs will evaluate such request and, if appropriate, will remove such Content.

In order to evaluate the removal of the Content, Sentient Labs will require said USER or third party external to the service to send an email to contact@sentx.io with the following information:

  • Identification of the Content that may infringe copyright, trademark, publicity rights or other Intellectual or Industrial Property Rights, detailing the specific web address (URL) where the claimed Content is available.
  • Contact information:
    1. Full legal name.
    2. Name of the person holding the copyright.
    3. CIF or DNI.
    4. E-mail address.
    5. Telephone number.
    6. Relationship to the person holding the copyright.
    7. Copy of the title evidencing the intellectual property or copyright of the Content.

By submitting a request for removal of Content for infringement of Intellectual or Industrial Property Rights, the USER or any third party unrelated to the Service making the request, represents and agrees that:

  • The claim is made in good faith, and there is no express authorization or sufficient title for the Content claimed to be published in the MarketPlace.
  • The claim is accurate and that, in case of not being accurate, it could cause damages to Sentient Labs and/or to the USER or third party outside the Service that makes it, who could be responsible for a claim with bad faith or deceit.
  • The claim is made in its own name or, if applicable, with the authorization of the person who holds the Intellectual or Industrial Property Rights over the claimed Content.

The claim will be brought to the attention of the allegedly infringing User who has uploaded the claimed Content without identifying the USER or third party outside the Service that has submitted it, so that the alleged infringer can argue what he/she deems appropriate to defend his/her rights over the claimed Content.

Any claim will be dealt with as soon as possible by Sentient Labs, giving a reasoned response to the USER or third party outside the Service, as well as to the USER who has uploaded the Content.

10. THIRD PARTY CONTENT

The MarketPlace may contain links to third party websites, as well as display third party content, which in no case are under the control of Sentient Labs. If the USER accesses such third party content, the USER shall be subject to the terms governing such content. Sentient Labs is not responsible for such content nor does it provide any warranty regarding such content.

In addition, the NFTs may be subject to additional terms and conditions established directly between the purchasing USERS and selling USERS regarding the use and benefits associated with the NFT and/or the Underlying Asset (hereinafter, the "License Terms"). Sentient Labs is not a party to such License Terms, which are solely between buyer and seller of the NFT. Sentient Labs therefore excludes any liability arising from the performance or non-performance, in whole or in part, of such License Terms.

11. DEFINITIVE INTERRUPTION OF SERVICE

The present General Conditions will be terminated, with the consequent definitive interruption of the Service, for the general causes admitted in Law and, especially, for the following:

  1. By decision of the USER, communicated to Sentient Labs, at least thirty (30) days prior to the date of termination. The USER may exercise his right to terminate the Service by sending a notification to the e-mail address indicated in the contact clause of these General Conditions.
  2. By unilateral decision of Sentient Labs, being effective the termination in a term not less than thirty (30) days from the communication by Sentient Labs on the MarketPlace web page of such definitive interruption.

In these cases, the USER's NFTs will cease to be visible in Sentient Labs's MarketPlace, without any type of compensation, indemnification or cost to be assumed by Sentient Labs.

  1. For breach by the USER of the commitments assumed and obligations arising from these General Conditions or other applicable conditions.

In this case, Sentient Labs will proceed to terminate the USER and will eliminate the NFTs definitively, without any type of compensation, indemnification or cost to be assumed by Sentient Labs against the USER, so that they will no longer be visible in any digital marketplace.

12. INDEMNITY

USER agrees to hold harmless, defend and hold harmless Sentient Labs, as well as its current and future employees, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, (hereinafter, individually and collectively, the "Sentient Labs Parties"), against all claims, damages, awards, judgments, losses, liabilities, obligations, fines, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and related costs (including, without limitation, court costs, administrative fees, settlement costs and any other costs incurred by Sentient Labs, its affiliates, agents, representatives, predecessors, successors and assigns), settlement costs and any other costs incurred in the course of pursuing indemnity or as a result of triggering insurance premiums for such cause), of every kind and nature, whether known or unknown, foreseen or unforeseen (hereinafter the "Claims"), including, but not limited to, property damage or personal injury, caused by, arising out of or related to (a) your use or misuse of the Service, the MarketPlace, the NFTs and its Content (b) any comment or action you make against Sentient Labs in connection with the subject matter of these Terms and Conditions, (c) your violation or breach of any provision of these Terms and Conditions or applicable law, (d) violation of the rights or obligations of a third party, or (e) negligence or willful misconduct. USER agrees to promptly notify Sentient Labs of the existence of any claim or the like of the foregoing, and to cooperate with the Sentient Labs Parties in the defense of such Claims. You further agree that the Sentient Labs Parties shall have control of the defense or settlement of any Claim. This indemnification is in addition to any other indemnification set forth in a written agreement between USER and Sentient Labs.

 

13. DISCLAIMERS OF WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

13.1. DISCLAIMERS OF WARRANTIES

The access and use of the Service and the different elements of the MarketPlace by the USER is done at his own direction and risk, being the USER the only responsible for any damage to his computer system or mobile device or loss of data that may result therefrom.

USER understands and agrees that (a) the Service and the MarketPlace are provided by Sentient Labs to USER as described in these Terms and Conditions, without further warranties or additional functionalities beyond those described; (b) your Wallet is not operated by Sentient Labs and Sentient Labs (i) does not have custody or control over the content or cryptoassets therein nor (ii) has the ability to retrieve or transfer its content or cryptoassets, and Sentient Labs therefore accepts no responsibility or liability to USER in connection with your use of the Wallet and does not guarantee the use of the Service in connection with any specific Wallet; (c) Sentient Labs (i) does not have custody or control over the NFTs or the Blockchain with which USER interacts and does not execute or effect purchases, transfers or sales of NFTs; and (d) Sentient Labs does not guarantee (i) that NFTs on the MarketPlace will always be visible and/available for purchase, sale or transfer and (iii) the availability of or access to tokenized assets through the IPFS Distributed Storage Service.

USER further understands that the NFTs exist only by virtue of the ownership record maintained on the associated Blockchain network and any transfer or sale thereof takes place on such Blockchain network. Therefore, Sentient Labs cannot effect or otherwise control the transfer of title or right to any NFTs, content or underlying or associated items.

The USER waives any compensation from Sentient Labs on the grounds that the Service and/or the MarketPlace: (a) does not comply with the description and functionalities contained in these Terms and Conditions or does not meet the USER's expectations; (b) is not available in an uninterrupted, timely, secure or error-free manner; (c) is not accurate, reliable, complete, legal or secure; or (d) cannot be used on any particular device nor that it is available in any particular geography.

13.2. DISCLAIMER

While Sentient Labs uses its best efforts to make USER's access to and use of the Service secure, Sentient Labs cannot guarantee that the Service, the MarketPlace, the NFTs or its Content, as well as any actions of USER using the Service or the servers of Sentient Labs's service providers, are free of viruses or other harmful or malicious components. Likewise, USER understands the inherent security risks of providing information and operating online through the Internet, especially with respect to its use of the Blockchain, which is why Sentient Labs cannot guarantee the security of the data that USER discloses online through the MarketPlace. No advice or information, whether oral or obtained from Sentient Labs (or the Sentient Labs Parties) through the Service, may be understood as a guarantee if the same does not derive directly from what is set forth in these General Conditions.

To the extent permitted by law, the USER agrees that in no event shall Sentient Labs or its service providers be liable to it or any third party for (a) any lost profits or any indirect or consequential damages arising out of these Terms and Conditions or the Service, products or third party sites and products; (b) unavoidable events due to force majeure; (c) any damages related to loss of revenue, loss of production, loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of data, whether direct or indirect, and even if foreseeable or if Sentient Labs or its service providers had been advised of the possibility of such damages; and/or (d) any other Claim, demand or damage of any kind arising out of or related to these General Conditions arising out of: (i) errors by the USER, even if unintentional or without bad faith, such as, for example, unintentional payments or transactions constructed incorrectly, or with misspelled addresses; (ii) failure of the MarketPlace server or interruption of data processing; (iii) unauthorized access or use; (iv) any unauthorized activity by third parties, including, among others, the use of viruses, phishing, brute force or other means of attack against the Service or the MarketPlace itself; (v) any vulnerability or any type of failure, abnormal behavior of the software involved (e.g., in the Wallet or Smart Contract), the Blockchain network or any other feature of the NFTs; e/o (vi) late reports by developers or representatives (or any other reports) of any problems with the Blockchain network supporting the NFTs, including forks, technical node problems or any other problems that have loss or injury as a result.

The Service offered through the MarketPlace complies with the provisions of the Spanish legal system. Sentient Labs is not responsible for those services that do not comply with the provisions of the legal system of other countries from which the Service could be accessed.

13.3. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Sentient Labs'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS, ACCESS TO AND USE OF THE SERVICE, CONTENT, NFT, THE UNDERLYING ASSET, OR ANY PRODUCT OR SERVICE OF Sentient Labs EXCEED THAT RECEIVED BY Sentient Labs FOR THE SERVICE PROVIDED DIRECTLY RELATED TO THE SUBJECT MATTER OF THE CLAIM.

14. PREVENTION OF MONEY LAUNDERING

In relation to the regulations for the Prevention of Money Laundering and/or Financing of Terrorism, although the activity of creation and publication of NFT is not included as a subject activity within the Law 10/2010, given the nature of the risk of Money Laundering and/or Financing of Terrorism, the Creator User shall guarantee that the addresses associated with its Wallet used for connection and interaction with the Sentient Labs MarketPlace, as well as the creation and reception of NFT, are not associated directly or indirectly with the Sentient Labs MarketPlace, the User Creator shall guarantee that the addresses associated to its Wallet used for the connection and interaction with the MarketPlace of Sentient Labs, as well as the creation and reception of NFT, are not associated directly or indirectly with entities or risk events such as hacks, darknet markets, fraud or terrorist financing events, among others.

In this sense, Sentient Labs reserves the right to analyze the risks associated with the addresses linked to the creators and may restrict such interaction if risks related to money laundering and/or financing of terrorism are detected, as well as other possible illicit associations.

15. ASSUMPTION OF RISK

The USER accepts and acknowledges that:

  • The value of an NFT is subjective. The prices of NFTs are subject to market volatility and fluctuations in the price of the Cryptocurrency with which the NFT is bought or sold may also materially and adversely affect the prices of NFTs. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
  • Lack of public use or interest in the creation and development of distributed ecosystems could have a negative impact on the development of those ecosystems and related applications and, therefore, could also negatively affect the potential utility of NFTs.
  • The regulatory regime governing Blockchain technologies, NFTs, Cryptocurrencies and other Cryptocurrency-based items is uncertain and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
  • USER is solely responsible for determining what taxes, if any, apply to its transactions. Sentient Labs is not responsible for determining what taxes apply to the USER's NFTs.
  • There are risks associated with purchasing items related to content created by third parties through peer-to-peer transactions, including but not limited to the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items in Smart Contracts with errors, and items that may become non-transferable. USER represents and warrants that it has sufficiently investigated before making any decision to sell, obtain, transfer or otherwise interact with any NFTs or accounts/collections.
  • Sentient Labs does not control the Blockchain networks with which USER interacts and does not control certain smart contracts and protocols that may be integral to USER's ability to complete transactions on these Blockchain networks. In addition, Blockchain transactions are irreversible and Sentient Labs does not have the ability to reverse any transactions on such networks.
  • There are risks associated with the use of Internet-based products and Blockchain, including, but not limited to, the risk associated with hardware, software and Internet connections, the risk of introduction of malicious software, and the risk that third parties may gain unauthorized access to the USER's or third parties' Wallet and Account. USER agrees and acknowledges that Sentient Labs shall not be liable for any communication failure, interruption, error, distortion or delay that USER may experience while using the Service or any Blockchain network, regardless of its cause.
  • The Service relies on third party platforms and/or providers. If Sentient Labs is unable to maintain a good relationship with such platform providers and/or suppliers; if the terms and conditions or prices of such platform providers and/or suppliers change; if Sentient Labs violates or is unable to comply with the terms and conditions of such platforms and/or suppliers; or if any such platform and/or supplier or is unavailable for an extended period of time, access to and use of the Service will be affected.
  • Sentient Labs reserves the right to hide Collections, NFTs, contracts and items affected by any of these or other problems. Purchased NFTs may become inaccessible on the MarketPlace. Under no circumstances shall the inability to view items on the MarketPlace or the inability to use the Service in conjunction with the purchase, sale or transfer of NFTs available on any Blockchain serve as grounds for a claim against Sentient Labs.
  • If the USER has a dispute with other users, the USER releases Sentient Labs from any and all Claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
  • Sentient Labs may interrupt the Service for any reason, including, without limitation, malfunctions, upgrades, maintenance or repairs or other actions Sentient Labs decides to take.
  • The right of withdrawal in the purchase of NFT corresponds to the USER Creator, and the same may be subject to limitations through the MarketPlace or may not be applicable at the discretion of said USER Creator. It is up to the Creator USERS to have all the means and resources necessary to comply with such obligation, if applicable, and Sentient Labs will not assume any responsibility to that effect.

 

16. ASSIGNMENT OF CONTRACT

Sentient Labs may assign the General Conditions or the rights arising therefrom to any Company to which it may provide the Service in the future, in which case it shall notify the USER in the terms set forth in these General Conditions, without prejudice that the USER may request the cancellation of the Service.

The USER may not transfer or assign these General Conditions or the rights and licenses granted by Sentient Labs under them without the consent of Sentient Labs.

17. NOTIFICATIONS

All notifications, modifications and communications by Sentient Labs to the USER shall be made in any of the following ways as appropriate: (a) by e-mail to any of the mailboxes provided by the USER; (b) on the screen of the Service itself; or (c) by publication on the web pages of Sentient Labs when such information is of a general nature for all USERS. Sentient Labs may, in addition, inform of the incidents related to the Service, by means of publication in its Web pages, when such information is of a general nature for all the USERS. To these effects, the USER declares that all the data provided by him/her are true and correct and undertakes to communicate to Sentient Labs all the changes related to the information necessary for the management and maintenance of the contractual relationship between Sentient Labs and the USER.

18. MODIFICATION OF THE GENERAL CONDITIONS

Sentient Labs shall make, as long as it deems necessary, at its sole discretion, any change, correction, improvement or modification in the information with respect to the object and content of the present General Conditions without granting the USER any right to claim or indemnification or recognition of an obligation. In case of making material changes, Sentient Labs shall make its best efforts to give due publicity and diffusion of these modifications, as soon as possible and through the means or means it deems appropriate in each case.

By continuing to access or use the Service, USER confirms its acceptance of the revised Terms and Conditions and all terms incorporated therein by reference effective as of the date these Terms and Conditions are updated. It is the USER's sole responsibility to review the Terms and Conditions from time to time for such changes and to ensure that he/she understands the terms and conditions that apply when accessing or using the Service.

19. SECURITY AND COLLABORATION WITH AUTHORITIES

Sentient Labs has implemented robust measures to guarantee the security, confidentiality and privacy of the information. Likewise, we may establish reasonable use policies of the MarketPlace in order to prevent possible fraud, or illicit and/or abusive uses. Excessive or unreasonable use is understood as that which is significantly above the average use made by USERS in general. In these cases, Sentient Labs may notify the USER, reserving the right to suspend the service to the USER, either temporarily or permanently.

Sentient Labs may bring to the attention of the competent authorities or collaborate with them, any possible infringement of the legislation in force that is detected and/or investigated, especially in the event that such infringement may involve or may be related to the commission of a crime.

20. MISCELLANEOUS

In the event that any of the clauses (or part of them) of these General Conditions is declared contrary to equity or law and invalidated by a court or other competent authority, such invalidity shall not affect the remaining clauses, which shall remain in full force and effect.

These General Conditions and all the terms to which they refer constitute the entire agreement and commitment between the USER and Sentient Labs with respect to the subject matter hereof.

The failure of Sentient Labs to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

All clauses which, by their nature, should survive the termination of the General Conditions shall continue in full force and effect after any termination of these General Conditions by Sentient Labs or the USER. Termination shall not limit Sentient Labs's statutory rights.

In case of contradiction between the Spanish, English and Portuguese versions of the General Terms and Conditions, the Spanish version of the General Terms and Conditions shall prevail.

21. CONTACT, CUSTOMER SERVICE AND COMPLAINTS

Unless another address is indicated for a specific purpose throughout these General Conditions, all communications from the USER to Sentient Labs should be addressed to the e-mail address: contact@sentx.io

For these purposes, support and customer service for USERS will be provided online at the above address and will be attended to as soon as possible, during working hours from Monday to Friday, provided that it is not a holiday.

Likewise, the USER may submit to this e-mail address any request or complaint related to these General Conditions.

In any case, Sentient Labs reminds USERS that, in case they wish to make a claim related to purchases made through the MarketPlace, it will be the responsibility of and must be addressed to the USER Creator.

If the Creator USER's response does not satisfy the Buyer USER or the Creator USER does not respond to the Buyer USER, there are several avenues that the Buyer USER may pursue against the Creator USER, as follows:

  • i. Check whether the USER Creator is a member of a trusted private online entity and request an intermediation through it.
  • ii. Access the European Union's online dispute resolution platform http://ec.europa.eu/odr.
  • iii. File a complaint with the competent consumer authorities.
  • iv. Request a consumer arbitration, or go to the ordinary courts of justice.

To this effect, Sentient Labs will not attend nor be responsible for the claims related to the purchases made by the USERS, declining and excluding all responsibility to this effect.

22. APPLICABLE LAW AND DISPUTE RESOLUTION

These General Conditions shall be governed by Spanish law. In case of controversy about the interpretation or execution of these, the USER submits to the jurisdiction of the Courts and Tribunals of the city of Madrid, Spain, with exclusion and waiver of any other jurisdiction that may correspond.