NFT – Terms and Conditions

These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your”, “Collector” or “User”) and “Fiona Through Children’s Eyes” Project (“FTCE”, “we” or “us”), governing your purchase of NFTs as part of the FTCE NFT Collection Offering (the “Offering”). BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE INCLUDED AS PART OF OZONE NETWORKS, INC D/B/A OPENSEA https://opensea.io/tos (the “OpenSea Terms of Service”). If you do not agree to the terms of this Agreement, as well as the OpenSea Terms of Service, you may not participate in the Offering. By entering into this Agreement, and/or by you participating in the FTCE NFT Offering, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.

1. DEFINITIONS.

a. “Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.

b. “Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.

c. “FTCE” means Flor de Loto Montessori, Corp.’s “Fiona Through Children’s Eyes (Fiona A Través De Los Ojos De Los Niños)” Project

d. “Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of FTCE Project.

e. “NFT” means any blockchain-tracked, non-fungible token.

f. “Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

g. “Licensed NFT” means an NFT from FTCE Project.

2. OWNERSHIP

You acknowledge and agree that FTCE (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. FTCE and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.

3. ASSIGNMENT OF RIGHTS

a. Through the Sites, you may be permitted to purchase or place a bid on and subsequently pay for certain non-fungible tokens created by or on behalf of FTCE.

b. Purchasing an NFT entitles you to the ownership of that certain NFT. Except as set forth below, you may use or resell that NFT as you choose, provided that any purchase of a resold NFT (the “Secondary Sale”) will also be subject to this Agreement and any applicable Additional Terms. Immediately following any Secondary Sale, your ownership of the NFT and rights under any associated licenses will terminate. Your purchase of, and the transfer of ownership of, that certain NFT is subject to your agreeing to this Agreement, any Additional Terms and any other applicable terms, including, but not limited to, the terms applicable to the OpenSea marketplace, and the terms applicable to any other NFT marketplace that permits the Secondary Sale of NFTs in a manner that fully enables the smart contract contained within such NFTs (either such marketplace, the “Approved Marketplace”). If at any time you sell, trade, donate, give away, or transfer your NFT to a new owner through the Approved Marketplace, the associated license shall be transferred to that new owner, and you will have no further rights in or to the NFT or NFT IP (defined below). If at any time you burn or otherwise dispose of your NFT for any reason, or sell, trade, donate, give away, or transfer your NFT other than through the Approved Marketplace, the license will immediately expire with respect to that NFT without the requirement of notice or any further action, and you will have no further rights in or to the NFT.

c. FTCE grants to the Collector a worldwide nonexclusive, assignable, perpetual license to display the NFT solely for non-commercial purposes, given that such display right may only be assigned to a subsequent Collector of the NFT simultaneously with the transfer of ownership of the NFT and this Agreement.

4. RESTRICTIONS

You agree to not use the purchased NFT in any manner that depicts or encourages illegal acts, or involves pornography, racism, obscenity, violence, libel, or slander.

5. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY. ALL LICENSED NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FTCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL FTCE BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, THE SALE, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE SALE, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET AND/OR OZONE NETWORKS, INC D/B/A OPENSEA. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FTCE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO FTCE FOR THE APPLICABLE LICENSED NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

6. ASSUMPTION OF RISK

As noted above, the Licensed NFTs are made available solely for entertainment purposes and personal use ONLY, NOT COMMERCIAL USE. You agree that You assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value; (B) the commercial or market value on a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity ; (C) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and FTCE will not be responsible for any of these, however caused; (D) FTCE does not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (F) FTCE does not make any promises or guarantees related to MetaMask Wallet, Ozone Networks, Inc. d/b/a OpenSea, Blockchain or any other third parties related to this sale and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; and (M) FTCE is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and FTCE shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. FTCE cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. FTCE cannot and does not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that FTCE will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Sale.

7. CHANGES TO THIS AGREEMENT

FTCE may make changes to this Agreement. When FTCE makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.

8. ELIGIBILITY

a. Participation in the FTCE NFT Collection Offering is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use your User credentials, and You agree that You are the sole authorized user.

b. By becoming a User, you represent and warrant that you are at least 18 years old.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FTCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF FTCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF THE SITE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF FTCE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS AND USE OF THE SITE, CONTENT NFTS OR ANY PRODUCT OR SERVICES PURCHASES ON THE SITE EXCEED US$100. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF FTCE FOR PERSONAL INJURY CAUSED BY FTCE’S NEGLIGENCE OR ANY INJURY CAUSED BY FTCE’S FRAUD OR FRAUDULENT MISREPRESENTATION.

10. COOPERATION

A. FTCE AND THE OWNER SHALL COOPERATE IN GOOD FAITH AND REASONABLY ASSIST EACH OTHER IN THE PROSECUTION OF LEGAL PROCEEDINGS INVOLVING THE ART, OR DERIVATIVE WORKS THEREFROM, INCLUDING PROCEEDINGS CONDUCTED FOR THE PURPOSE OF PROTECTING ANY AND ALL INTELLECTUAL PROPERTY RIGHTS ON THE ART FROM INFRINGEMENT.

b. FTCE SHALL HAVE THE RIGHT TO PROTECT AND DEFEND, INCLUDING THROUGH LITIGATION, THE RIGHTS ATTACHED TO THE ART IN THE EVENT OF THE OWNER’S INACTION ON WRITTEN NOTICE BY FTCE TO THE OWNER.

11. SEVERABILITY

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12. APPLICABLE LAW

a. THE VALIDITY OF THESE TERMS AND ANY OF ITS TERMS AND PROVISIONS, AS WELL AS THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER, SHALL BE GOVERNED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES AND THE LAWS OF THE COMMONWEALTH OF PUERTO RICO.

b. IN THE EVENT OF A DISPUTE ARISING BETWEEN THE PARTIES REGARDING THE INTERPRETATION, EXECUTION OR TERMINATION OF THESE TERMS, THE PARTIES SHALL ENDEAVOR TO RESOLVE SUCH ISSUE THROUGH AMICABLE MEANS. NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED HEREIN, THE LOCAL OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN SAN JUAN, PUERTO RICO SHALL BE THE VENUE FOR ANY FORMAL DISPUTES BETWEEN USER AND FTCE.

13. CONTACT US

If you have any questions or concerns, including if you need to access this Agreement in an alternative format.

LAST UPDATED 09/24/2022