Terms and Conditions | ftNFT AM

APPROVED BY

the decision N ___ dated ___ 2023

of Imagine Hub By Soft LLC CEO

TERMS OF USE/GENERAL RULES

On the use of the FtNFT.am online platform

IMAGINE HUB BY SOFT LLC

Effective as of ___, 2023

PURPOSE

“The purpose of Terms of Use and General Rules (from now on referred to as the Rules) of ftNFT.am, the NFT online platform, is to ensure proper provision of services through the online NFT platform of "Image Hub By Soft" LLC (from now on referred to as the Company), to ensure the quality of services provided to customers, as well as to revolutionize the Armenian digital and physical art market by making NFTs available in Armenian drams.

SCOPE OF APPLICATION

The Rules requirements apply to all legal and natural entities using the ftNFT.am online NFT platform.

RELATED DOCUMENTS

RA Civil Code

"Imagine Hub by Soft" LLC Charter

Other internal legal acts

CONCEPTS

Blockchain - a network of “computers” accessible to everyone, which is not controlled by any legal entity and contains immutable data about transactions occurring on this network.

“Ethereum” - this is a blockchain, and the NFTs created on its basis can be transferred outside the platform and be sold on other platforms.

“Bahamut” - this is a blockchain, and the NFTs created on its basis cannot be transferred outside the platform and cannot be sold on other platforms.

NFT (non-fungible token) - a “container” full of information that exists on the blockchain. The list of information includes: creator’s data, NFT name and description, a link to the file attached to it, etc.

NFT platform - a platform on which NFTs can be purchased/sold/created.

Maintenance services - Technical and software maintenance of the NFT creation process.

NFT technical maintenance - To create an NFT through the NFT platform, it is necessary to upload the file, write the name and the description of the NFT, other necessary data and click the create button. The platform stores the file in the computer domain, “packages” its link and other NFT-related information into “the NFT container” and “install it on the chosen blockchain”. In order to create and “install” the NFT on the blockchain, it is necessary to pay the appropriate fee set for the maintenance of the “selected blockchain”.

NFT Media - digital file that is attached to the NFT.

Contractor –the service provider who acts based on the Service provision contract,

Client –the party to whom the services have been provided based on the Service provision contract.

Buyer – the party purchasing an NFT for an appropriate fee,

Seller - the party selling an NFT for an appropriate fee.

1. Contractual relationship:

1.1 When using the Platform and Services offered by the Company, contractual relationship arises between the Client and the Company.

1.2 To use the Platform and Services, it is necessary to register on the Ftnft.am platform; during registration, the Client is obliged to provide the required information.

1.3 After registration, the Client is provided with a personal page with a password chosen by the Client.

1.4 To use the Platform and Service, the Client must have the legal capacity for these transactions in accordance with the procedure established by the RA Legislation.

1.5 By registering, the Client certifies that the data and information provided by them are correct, they have the right to conclude a transaction, they have free will to conclude a contract with the Company and enter into contractual relationship. The Company reserves the right to verify the authenticity of the information provided by the Client at any time and may refuse to provide services without providing a reason.

1.6 The Company is not responsible for the submission of incorrect and/or false data by the Client.

1.7 The Contract between the Company and the Client is concluded for an indefinite period. The Client has the right to terminate the Contract at any time.

1.8 The Company reserves the right to terminate the Contract at any time by blocking the Client’s access to their page and the Service, if the Client (a) violates any provision outlined in these Terms, (b) utilizes the Platform and Service in a manner deemed inappropriate by the Company, or (c) provides incorrect and/or false information or data. In such instances, the Company is not obligated to provide advance notification of contract termination. After the contract termination, the Company will inform you about it by electronic notification.

1.9 The Company does not bear any responsibility for the transactions concluded through the Platform, does not interfere in any way with legal relations and fulfillment of obligations arising between persons using the Platform.

1.10 Legal relartionship for the provision of services arise between the Company and the persons using the Platform, and the Company, within the framework of the legal relationship, provides technical services, data processing and publication.

1.11 The legal relationship regarding the services provided are governed by the appendices, which are an integral part of these Terms/General Rules.

1.12 In each specific case, a separate contract for the provision of services is not concluded with each person.

1.13 The Contract is considered concluded upon the Client's agreement to the General Rules/Terms during registration and is deemed delivered upon notification to the Client, or in accordance with the procedure established by the appendices.

2. Terms of use/ General Rules

2.1 ftNFT.am is an online NFT platform operated and owned by "Imagine Hub By Soft" LLC (from now on referred to as the Company).

2.2 These Terms of Use/ General Rules (from now on referred to as the Rules) regulate the legal relationship related to NFT Services (from now on referred to as the Services) provided on the Company and ftNFT.am Platform (from now on referred to as the Platform) or through other domains or URLs owned by the Company or through mobile applications.

2.3 Before registering on the Platform or using the Services, it is necessary to familiarize yourself with these Rules and the Platform, and the specifics of accessing the Services. By accessing and using the Platform, and utilizing the Services, you agree to these Rules, confirming that you have read, understood, and accepted them. The Company reserves the right to amend, revise and supplement these Rules at any time at its discretion. Each such amendment, revision or addition shall enter into force on the date specified in these Rules and shall be valid until the next amendment. By accessing the Platform or using the Services in any way, you confirm that you have accepted and agreed that the Platform, the Services, access to them, as well as terms and conditions of service provision may be changed, revised and supplemented at any time without any prior notice. Once amendments are posted on the Platform, you are considered to be duly notified.

IF YOU FIND THAT THESE RULES OR ANY AMENDMENTS, REVISIONS OR ADDITIONS ARE IN ANY WAY UNACCEPTABLE TO YOU, LIMIT YOUR RIGHTS AND IMPOSE ADDITIONAL OBLIGATIONS ON YOU, THEN IT IS NECESSARY TO IMMEDIATELY STOP USING THE PLATFORM OR SERVICES. CONTINUED USE OF THE PLATFORM OR SERVICES IMPLIES YOUR CONSENT TO THESE RULES OR ANY CHANGES, REVISIONS OR ADDITIONS.

3. Platform Description and Availability

3.1 The Platform allows the users to select, create, sell, buy, offer, collect and demonstrate NFTs and make other transactions. The Company operates as a service provider via its established Platform, offering the creation of NFTs along with other available services. However, the Company is not a party to any contract or legal relationship between a buyer and a seller on the Platform, except in cases where the Company is a party to a contract concluded directly with the buyer or seller. The Company reserves the right to receive the value of the services provided by it in all ways not prohibited by law. The value of the service provision is available on the Platform in advance or at the time of entering into a transaction. The Company has the right (to the extent that the dispute violates the Company's rights and creates additional obligations) but does not have any obligations, to interfere and/or participate in disputes arising from transactions made by users on the Platform.

3.2 To access the Platform, just log in www.ftnft.am website. At the same time, you need to create a personal account in order to use the services available on the Platform. To create a personal account, you need to fill in the complete information required on the registration page, which may include, but is not limited to the following data: first name, last name, email address, password, etc. When creating a personal account, the Platform allows you to choose the nature of the personal account, namely: Collector, Creator and Company. For full registration on the Platform, users are required to submit additional personal information, including, but not limited to, passport data and banking details. Therefore, having familiarized yourself with these Terms, you grant the Company your unconditional consent to collect information constituting personal and banking secrets exclusively for use within the framework of the services you receive, ensuring their proper provision. In addition, you grant the Company your unconditional consent and acknowledge that you have no objections to it sharing your personal data with banks, payment and settlement organizations, or other financial institutions that serve the Platform, as needed to provide services.

3.3 Depending on the nature of the personal account, the Platform may require the provision of information and a list of documents, which may include personal details such as first name, last name, email address, phone number, and the purpose of registration for a personal Company account.

3.4 In order to make transactions and use the Services, it is necessary to go through a customer due diligence procedure. Due diligence for natural persons is done through SumSub. SumSub has the right to request the presentation of an identity document, conduct tests for compliance with an identity document, and perform other actions necessary for legal compliance and due diligence of the Client. By agreeing to these Terms, you are notified that personal information collected through customer due diligence is collected and stored in accordance with SumSub's Terms of Use and Privacy Policy.
https://sumsub.com/terms-and-conditions/

3.5 Within the framework of these Terms, by creating, uploading and offering NFT on the Platform, you represent and warrant that all rights to NFT, including copyrights, proprietary rights, etc., belong to you or you are duly authorized by the copyright holder to publish such services and/or recommendations using NFT. The Company is not responsible for any direct or indirect actions by you that are illegal, unlawful or violate the rights of others. The Company is not responsible for the maintenance or recovery of your NFTs on the Platform.

3.6 If, subsequent to the creation of the NFT, the Company discovers or becomes aware, by means permitted and not prohibited by law, that the materials that served as the basis for the creation of the NFT belong to another person, are copyrighted, or subject to public protection, the Company reserves the right to prohibit the sale of the NFT, remove it from sale, block the Client, and undertake other actions related to copyright protection in accordance with the law.

3.7 When you buy NFT on the Platform, you only acquire the relevant NFT. As a result of such purchase, you will not be transferred any rights to other NFTs from the corresponding collection, as well as copyright or related rights to NFTs acquired by you, except for the rights transferred to you by the copyright holder. The Company can provide some information about the creator of the NFT. However, such information is provided for educational purposes only. It is solely your responsibility to ensure the authenticity and legality of the NFT you acquire on the Platform. The Company does not guarantee the authenticity and legality of any NFT available on the Platform and shall not be liable for any damages and/or losses incurred by you. Regardless of any procedures and terms provided for the sale or clearing, the Company is not obligated to interfere and/or resolve disputes arising between you and the seller.

4. Permissions

4.1 When using the Platform and Services, you can post, download or publish information that will be available to other users. All your rights to the information that you post, download, and publish, with the exception of the rights specified in these Terms, are reserved and not transferred to the Company. To operate the Platform, some rights to the information that you post, download, and publish, are transferred to the Company. Thus, by accepting these Terms and by continuing to use the Platform, you authorize the Company to access, use, save, copy, reproduce, display, transfer, demonstrate, publish, share, modify the information that you post, download, and publish through any means of information dissemination to operate the Platform and provide Services. You agree that, under these Terms, you authorize the Company to provide, advertise and improve the Platform and Services, as well as to provide information that you publish, download and post to other organizations, companies or individuals who participate in the distribution, advertising and publication of information that you publish, upload and post by the means of information dissemination. You agree that the permission specified in this section is royalty-free, transferable and sublicensable, applies to all countries and is irrevocable throughout your use of the Platform or the Services. Within the scope of this permission, the Company reserves the right to provide access and transfer rights to third parties with whom it maintains contractual relationships, ensuring the Platform's regular operation and functionality, and also fulfilling legal requirements and obligations regarding the dissemination of information you publish, download, or post to third parties.

4.2 By posting or submitting your content on the NFT platform, you confirm and guarantee that you possess or have acquired all rights, permissions, consents, powers, and/or authorities necessary to grant the rights set forth herein to your content. You agree that your content will not contain copyrighted or otherwise proprietary materials unless you have the necessary permission or otherwise have the right to publish the materials and grant us the permission described above. If you sell NFT through NFT platform, you grant the NFT buyer a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the NFT Media for such purchased NFT solely for the following purposes: a) for the buyer’s personal use, b) as part of a marketplace that allows such NFTs to be bought and sold, provided that the platform cryptographically verifies each NFT owner's rights to display NFT Media for their NFTs to ensure that only the actual owner can display NFT Media, or c) as part of a third-party website or application that allows your NFT to include, engage or participate, provided that the website/application cryptographically verifies the rights of each NFT owner to display NFT Media for their NFTs to ensure that only the actual owner can display NFT Media, and provided that NFT Media is no longer displayed when the NFT owner leaves the website/application (“NFT Purchase Permission”). If you are an NFT buyer, you acknowledge and agree that the above mentioned permission to purchase NFT is valid only as long as you are the valid owner of the NFT associated with NFT Media. If you sell or transfer the NFT to another person, the given permission for the purchased NFT will be transferred to the buyer and you will no longer have the benefits of the permission for the purchased NFT. Unless otherwise provided in writing by the NFT seller, your purchase of the NFT does not grant you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT Media associated with the NFT for any commercial purpose. If you sell an NFT, you agree that you will have no claim against the Company for any breach by the buyer of these NFT Terms, including if they use the relevant NFT Media for commercial or other purposes in violation of these Rules.

4.3 Each individual utilizing the Platform hereby provides unconditional consent for the Company to send messages and/or materials of an advertising and/or informative nature to the email addresses and/or phone numbers registered on the Platform.

5. General rules for concluding contracts

5.1 In order to obtain the right to use the Platform, a Platform use permission contract is concluded between you and the Company, wherein you provide the necessary information for Platform usage,

5.2 The Platform usage contract is subject to the norms defined by these Rules, as well as the RA civil legislation.

5.3 Having familiarized yourself with the Rules listed above, you give your unconditional consent that the document flow and conclusion of contracts and other documents between you and the Company, or between you and third parties within the framework of the services provided by the Company, will be carried out by electronic conversions of handwritten signatures or other means, including by direct consent.

5.4 All actions performed by you within the framework of the services provided through the Platform, including the conclusion of contractual relationship with the Company or third parties, are carried out at your own risk, therefore the Company does not bear any responsibility for transactions made at your risk.

5.5 When selling your NFT through the Platform, a legal relationship arises between you and the buyer containing simple terms of sale, and the Company does not participate in the sale transaction in any way.

5.6 Before the sale of the NFT, you and the Company also enter into a Technical Services Contract, the terms of which are set forth in the Contract.

5.7 Tariffs for the services provided by the Company are defined by the decision of the authorized body or authorized person of the Company and can be changed as necessary.

6. RESPONSIBILITY

6.1. Responsibility for violation of the requirements of these Rules is defined in accordance with the RA Լegislation and the internal legal acts of the Company.

6.2. With the adoption of these Rules, the Client undertakes to strictly observe the requirements defined by RA Legislation and these Rules and to refrain from the illegal actions presented below:

6.2.1. Not to perform:

Actions that infringe intellectual property,
Actions that infring the rights of third parties,
Actions that promote and/or advocate illegal or discriminatory approaches.

6.2.2. Not to promote or disseminate the information mentioned below:

Information on illegal use and/or illegal activities,
Information containing false (incorrect or incomplete) and/or offensive content,
Fraudulent or counterfeit trading information,
Dissemination of prohibited content (including, but not limited to, materials that contain child molestation, pornographic materials, materials promoting terrorism or hatred, or materials contrary to the law in general).

6.2.3. Actions that violate trademark rights:

Not to use the trademarks available on the Platform in any way without the written consent of the copyright holder. Permission to use the Platfrom, in no way can be interpreted as transfer, licensing, and authorizing the right to use the materials (including intellectual property) contained therein. Therefore, full or partial reproduction, presentation, export, modification, distribution or exploitation of the Platform or any of its components is strictly prohibited, unless previously authorized by the Contractor.
Not to use the trademarks and/or not to reproduce them incorrectly.

6.2.4. Responsibility for the content accuracy:

The Client is responsible for the data provided for identification purposes,
Promptly report any unlawfully obtained assets.

7. OTHER PROVISIONS

7.1. These Rules and the necessary documents arising from the related process are approved by the Company Director, and their editing or the creation of a new document may not lead to the editing of the Rules.

7.2. Issues not regulated by these Rules are regulated by RA Civil Code, normative legal acts regulating civil-legal relationship, as well as other legal acts of the Company.

APPENDIX 1

On the provision of technical services

SERVICE PROVISION CONTRACT _____

YEREVAN “___” ___________ 2023

________________________________ (passport: ___________, issued on________, by_______, Social Security Number: ____________, registered in_________, from now on referred to as “Client”),on the one hand, and “________________________” limited liability company (from now on referred to as “Contractor”), represented by the Company Director __________, who acts based on the Company’s charter, on the other hand (from now on referred to separately as the Party, and collectively as the Parties) concluded this Contract regarding the following, based on the mutual agreement and guided by RA Legislation:

1. Subject Matter of the Contract

1.1. In accordance with this Contract, the Contractor undertakes to provide digital technical services, including, but not limited to software services, and the Client undertakes to accept the Services and pay for them in the manner, amount and terms specified in this Contract.

1.2. The Parties warrant and confirm that they are authorized to sign this Contract and have all the rights and powers necessary to implement this Contract.

1.3. Payments for the services established by this Contract are made on the basis of the issued settlement documents.

2. Rights and obligations of the Parties

2.1. The Client has the right to:

2.1.1. Require the Contractor to provide the services provided for in this Contract in full, with proper quality, and in a timely manner,

2.1.2. In order to achieve the expected result under this Contract, give the Contractor reasonable instructions regarding the provision of Services,

2.1.3. Terminate this Contract unilaterally at any time by notifying the Contractor in writing at least 3 days in advance.

2.2. The Client is obliged to:

2.2.1. Accept the services provided in accordance with this Contract, and in case of detection of defects, report it to the Contractor in the manner and within the period specified by this Contract.

2.2.2. Pay the Contractor for the properly rendered Services in the amount, order and term specified by this contract.

2.2.3. Not to publish the banking and/or commercial secret information made known to them by the Contractor during the execution of the Contract, otherwise to compensate the Contractor for all the losses suffered as a result of this, including the missed profit.

2.3. The Contractor has the right to:

2.3.1. Require the Client to accept the properly rendered Services in the manner and within the time limits set by this Contract,

2.3.2. Require the client to pay for the duly rendered Services in the amount, manner and period specified in this contract.

2.4. The Contractor is obliged to:

2.4.1. To provide services personally, by their own efforts and means in full, with proper quality, and in a timely manner.

2.4.2. Follow the reasonable instructions given by the Client for the Performance of this Contract within the terms of this Contract.

2.4.3. Eliminate all defects found during the provided Services immediately and free of charge within a reasonable period of time defined by the Client's request.

2.4.4. Not to publish the banking and/or commercial secret information made known to them by the Client during the performance of the Contract, otherwise to compensate the Client for all the losses suffered as a result of this, including the missed profit.

3. Contract Value and Payment Order

3.1. The price of the services provided under this Contract (which includes all taxes stipulated by RA legislation) is defined by the settlement documents issued by the Contractor. The price of the contract specified in this point is paid on the basis of settlement documents issued by the Contractor, within 10 working days from the moment of approval of the settlement documents by the Client.

3.2. Payments under this Contract are carried out in non-cash by transferring the funds to the bank account of the Contractor.

3.3. The date of withdrawal of funds from the Client's bank account is considered the date of payment. Bank charges are paid by the Client at the Client's bank, and by the Contractor at the Contractor's bank.

4. Handover-acceptance

4.1. The Services provided within the framework of this Contract are considered properly (perfectly and uninterruptedly) provided by the Contractor from the moment of receiving a message about the service provided by the latter to the Client's e-mail or other means of communication.

4.2. After receiving the objections submitted by the Client regarding improperly rendered Services and/or deviations and defects in the Services, the Contractor is obliged to discuss with the Client the ways to eliminate them.

5. Term of the Contract

5.1. The Contract enters into force from the moment of bilateral signing and is valid until the moment of handover-acceptance defined in Chapter 4 of this Contract.

6. Responsibility of the Parties

6.1. The Parties are responsible for non-performance or improper performance of the obligations defined by the Contract.

6.2. The payment of the fine does not exempt from the full performance of the obligations assumed under this Contract, unless otherwise provided by the legislation of the Republic of Armenia.

6.3. In cases not provided for by this Contract, the Parties shall bear responsibility for non-performance or improper performance of their obligations in accordance with the procedure provided by RA legislation.

7. Force Majeure

7.1. In case of partial or complete non-performance of the obligations under this Contract, the Parties are released from liability if it was due to force majeure, which arose after signing this Contract, which the Parties could not foresee or prevent. Such situations are flood, fire, earthquake, storm, landslide and other natural disasters, explosion, war, declaration of military and state of emergency, civil disturbances, strikes, suspension of means of communication, epidemics, embargo, significant changes in the legislative acts regulating the terms of this Contract, acts of state bodies, etc., which make the performance of the obligations defined by this Contract defined by the terms of the Contract.

7.2. If the effect of the force majeure continues for more than 2 (two) months, each of the Parties has the right to unilaterally terminate this Contract by notifying the other Party in advance.

8․ Final Provisions

8.1. The representatives of the Parties signing this Contract hereby confirm that they have all the necessary powers to sign this Contract and to represent the Parties in the relations provided for in the Contract.

8.2. The Parties under this Contract do not have the right to transfer their contractual rights and obligations under this Contract to a third party without the prior written consent of the other Party.

8.3. All matters not governed by this Contract shall be governed by the public rules and conditions.

8.4. Any changes and additions to this Contract are valid if made in writing and signed by the authorized representatives of the Parties, if there is a seal, also sealed.

8.5. Disputes arising from this Contract shall be resolved through negotiations. In case of failure to reach an agreement as a result of negotiations, the disputes are settled by court order.

8.6. This Contract is drawn up in Armenian, in two equal copies. Each Party is given one copy of the Contract.

9. REQUISITIES AND SIGNATURES OF THE PARTIES

CLIENT

_________________________________

Passport:

Issued:

SSN:

Registered:

___________________________

CONTRACTOR

“________________” LLC

Address: _____________________________

Bank account: ______________

«________________» ______

TIN: ___________

Director: _________________________

________________________

APPENDIX 1

On providing data processing and publishing services

SERVICE PROVISION CONTRACT _____

Yerevan “___” ___________ 2023

1. Subject Matter of the Contract

1․1. Under this Contract, the Contractor undertakes to provide data processing and publication services, and the Client undertakes to accept the Services and pay for them in the manner, amount and terms defined by this Contract.

1.2. The parties warrant and confirm that they are authorized to sign this Contract and have all rights and powers necessary to perform this Contract.

1.3. Payments for the services specified in this Contract are made on the basis of written settlement documents.

2. Rights and Obligations of the Parties

2.1. The Client has the right to:

2.1.1. Require the Contractor to provide the services provided for in this Contract in full, with proper quality, and in a timely manner,

2.1.2. In order to achieve the expected result under this Contract, give the Contractor reasonable instructions regarding the provision of Services,

2.1.3. Terminate this Contract unilaterally at any time by notifying the Contractor in writing at least 3 days in advance.

2.2. The Client is obliged to:

2.2.1. Accept the services provided in accordance with this Contract, and in case of detection of defects, report it to the Contractor in the manner and within the period specified by this Contract.

2.2.2. Pay the Contractor for the properly rendered Services in the amount, order and term specified by this contract.

2.3. The Contractor has the right to:

2.3.1. Require the Client to accept the properly rendered Services in the manner and within the time limits set by this Contract,

2.3.2. Require the client to pay for the duly rendered Services in the amount, manner and period specified in this contract.

2.4. The Contractor is obliged to:

2․4․1․ Provide the services personally, with own forces and resources, within the period specified by the Contract, completely and with proper quality.

2.4.2. Follow the reasonable instructions given by the Client for the Performance of this Contract within the terms of this Contract.

2.4.3. Eliminate all defects found during the provided Services immediately and free of charge within a reasonable period of time defined by the Client's request.

3. Contract Value and Payment Order

3.2. Payments under this Contract are carried out in non-cash by transferring the funds to the bank account of the Contractor.

4․ Handover-acceptance

5. Term of the Contract

5.1. The Contract enters into force from the moment of bilateral signing and is valid until the moment of handover-acceptance defined in Chapter 4 of this Contract.

6. Responsibility of the Parties

6.1. The Parties are responsible for non-performance or improper performance of the obligations defined by the Contract.

6.2. The payment of the fine does not exempt from the full performance of the obligations assumed under this Contract, unless otherwise provided by the legislation of the Republic of Armenia.

7. Force Majeure

7.2. If the effect of the force majeure continues for more than 2 (two) months, each of the Parties has the right to unilaterally terminate this Contract by notifying the other Party in advance.

8․ Final Provisions

8.3. All matters not governed by this Contract shall be governed by the public rules and conditions.

8.4. Any changes and additions to this Contract are valid if made in writing and signed by the authorized representatives of the Parties, if there is a seal, also sealed.

8.5. Disputes arising from this Contract shall be resolved through negotiations. In case of failure to reach an agreement as a result of negotiations, the disputes are settled by court order.

8.6. This Contract is drawn up in Armenian, in two equal copies. Each Party is given one copy of the Contract.

9․ REQUISITIES AND SIGNATURES OF THE PARTIES

CLIENT

_________________________________-

Passport:

Issued:

SSN:

Registered:

___________________________

CONTRACTOR

“________________” LLC

Address: _____________________________

Bank Account: ______________

“________________” ______

TIN: ___________

Director _________________________

_________________________

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