Terms and Conditions

GENERAL CONDITIONS OF ONLINE SALE OF NON-FUNGIBLE TOKEN PRODUCTS

General Provisions

1.1 These general conditions of sale (hereinafter, “General Conditions”) govern all sales of “Non Fungible Token” or “NFT” (hereinafter, “NFT”), related to the WANNABE LABS brand (hereinafter, the “Brand”) owned exclusively by the company WANNABE LABS with headquarters in the Philippines, and concluded at a distance through the web page www.wannabelabs.com (hereinafter, the “Web Page”).

1.2 The distance selling service governed by the General Conditions is reserved exclusively for consumers for personal use (hereinafter, “Customers” or “Client”); “consumers” means natural persons, over 18 years of age, acting for purposes unrelated to their trade, business, craft or professional activity.

1.3 The language used for the conclusion of sales contracts through the Website is English.

1.4 Customers are required to carefully read the General Terms and Conditions, available on the Web Page, in order to become familiar with them, to memorize and reproduce them.

Seller identification

2.1 The vendor is WANNABE LABS, with registered office in the Philippines (hereinafter referred to as “Wannabe Labs”).

Important Information Regarding NFTs – Bundled Sales

3.1 NFT ARE NOT A GIFT, PRIZE OR WIN. CUSTOMER MAY PURCHASE NFTS INDIVIDUALLY BASED ON OFFERS MADE AVAILABLE BY WANNABE LABS ON THE WEB PAGE.

3.2 Information regarding NFTs, and their pricing, is available on the Web Page.

3.3 NFTs can be defined as cryptographic, non-fungible digital tokens, based on blockchain technology, representing a unique digital product. Therefore, this technology allows for the transfer of a digital asset, through the transfer of the NFT. The NFT can be considered either as a digital graphic artwork composed of graphics, video and/or sounds also through forms of animation (“Artistic NFT”), or as securities representing a specific service of access to specific events (“Event NFT”) through the connection between the NFT and a database that recognizes to the owner of that specific Event NFT the right of access to the specific event. The transfer of the NFT from one entity to another, although it occurs digitally, is essentially irreversible and non-duplicable in view of the reference blockchain used. In particular, there are widely used blockchain solutions that make such duplication or reversibility substantially impossible. NFTs, to date, are used in several specific applications that require unique digital objects. Among these applications, the use of NFTs in the world of art, fashion and music has recently spread internationally, allowing the marketing and sale of certain design or artistic products or specific services, through such cryptographic tokens which, given their uniqueness, can guarantee to its buyer, the unique ownership of the digital object. The non-fungibility of the NFT, determines therefore the possibility to transfer the property of the digital good incorporated in the NFT or of the service to the same connected, through the cession of the NFT same.

3.4 The technology underlying the NFT is currently under development and testing. Therefore, Wannabe Labs does not assume any responsibility for any technical issues regarding NFT and to this end please refer to what is provided in the following art. 3.11 and 3.12.

3.5 Wannabe Labs has acquired the license of the Trademark for the marketing, promotion and sale of NFT and refers to what is provided for in art. 12 below regarding intellectual property. In particular, Wannabe Labs intends to commercialize different categories of NFT as better described on the Web Page.

3.6 NFTs may be sold either on the Web Page, operated by Wannabe Labs, or on third party platforms, such as www.opensea.io, www.rarible.com to which Customer may be referred when purchasing NFTs, according to the directions provided to Customer by Wannabe Labs on the Web Page.

3.7 The purchase of the NFT does not imply, in any way, transfer or license of the intellectual property rights relating to the Brand, to the digital contents, and anything else reproduced in the NFT (hereinafter “Intellectual Property”) which therefore remains the exclusive property of Wannabe Labs or of its legitimate owners and in this regard please refer to art. 12 below.

3.8. The purchase of the NFT also does not imply any right of use for commercial purposes by the Customer of the name, image, logo and creative elements related to the Brand or the digital contents of the NFT. The creator of the digital contents related to the NFT, therefore, does not automatically transfer all the rights of economic exploitation of the work itself and may reserve in the future other forms of exploitation. Therefore, the work contained in the NFT may continue to circulate on other websites or through other NFTs, but the combination of the work contained in the NFT sold through the Dedicated Web Page and the NFT is essentially unique. This shall be without prejudice to what is provided later in these Terms and Conditions.

3.9 Event NFTs give the purchaser the right to access specific events and services organized by Wannabe Labs or other supplier or associated companies. Wannabe Labs or its suppliers or associated companies reserve the right to cancel the event or service connected to the NFT Event sold. The cancellation may occur for any reason and, if the circumstances of necessity and urgency do not allow for adequate notice, it may also occur without notice. Therefore, Wannabe Labs assumes no responsibility for any cancellation of events or services by third parties.

3.10 In order to proceed with the attribution of the purchased NFT, Customer shall comply with the written instructions that Wannabe Labs will provide to Customer either via email or through the Dedicated Web Page.

3.11 Customer shall have the availability of a digital wallet (“Wallet”) into which the NFT purchased through the Dedicated Web Page can be credited. Wannabe Labs shall have no liability with respect to such Wallet and shall not have access to any private key thereof. In particular, Wannabe Labs will indicate on the Website or in communications to the Customer, the deadline within which to redeem the NFT purchased. After the indicated deadline, Wannabe Labs does not guarantee the possibility to attribute the NFT on the Customer’s Wallet.

3.12 Wannabe Labs does not provide any service, including support services and technical or computer assistance. Any possible technical assistance and support, aimed at better management of the sale and acquisition process of NFT, will be provided case by case by Wannabe Labs on the basis of its availability, without implying any form of compulsory technical assistance for the seller.

3.13 Wannabe Labs shall have no liability arising out of or relating to these Terms and Conditions for (1) indirect, special, incidental or consequential losses (foreseeable or contemplated by Customer); (2) emerging damages; or (3) lost profits resulting from loss of revenue, profits or data. Wannabe Labs’ aggregate liability, if any, applicable to Wannabe Labs notwithstanding the foregoing, arising from the sale of NFTs shall not exceed the amount paid by Customer for the purchase of such NFTs.

3.14 Wannabe Labs is considered as the seller of the NFT and will therefore have responsibility in this regard. Wannabe Labs has the rights to exploit the Trademark and the graphic reproductions included in the NFT. Wannabe Labs is part of the technical process of creation, development, marketing and sale of the NFT, including the part relating to the organization of the events connected to the NFT Event.

3.15 The graphical representation of the NFTs displayed on the Website may differ from reality; therefore, the Customer must rely exclusively on the description of the NFT and its characteristics are shown on the Website.

3.16 Wannabe Labs reserves the right to limit, at any time, the quantity and/or type of NFTs available for purchase on the Website. The style, models and colors of the NFTs described on the Website may vary in quality, number, features and color as indicated on the Website. During the course of the purchase process, if it is not possible to process the order due to the unavailability of the NFT, Customer will be notified by email. Wannabe Labs is not responsible towards the Customer in case of unavailability of an NFT if this happens before the conclusion of the contract. In such cases, the Customer will be entitled to a full refund of the NFT purchased.

3.17 Wannabe Labs is in no event responsible for any errors resulting from the failure of the Customer’s connection to the Web Page or failure of the Web Page to function and/or technical criticalities related to the transactions necessary to process the NFTs and the transfer of their ownership (including gas fees, third-party platform fees, clogging of the referenced blockchain network, etc.), since they depend on facts entirely beyond the control of Wannabe Labs.

Price

4.1 The price of NFTs is as set out on the Website and is quoted in USD. Ancillary charges (gas fees for processing NFT transactions) may be added to the price.

4.2 Wannabe Labs constantly checks the accuracy of the prices indicated on the Website; however, it is not possible to guarantee the absence of errors. In the event that an error is found in the indication of the price of an NFT, Wannabe Labs reserves the right to reject the order and will offer the Customer the opportunity to purchase the NFT at the correct price. If the error is found only after the order has been accepted, Wannabe Labs will offer the Customer the opportunity to cancel the order.

Contract Conclusion

5.1 The Web Page sets out the key features and price of each NFT. NFTs may be purchased on the basis of the cases and prices indicated on the Web Page. The information on the Web Page does not constitute an offer by Wannabe Labs.

5.2 The Customer can send a proposal of order of purchase of the NFT, filling the appropriate form on line present in the Web Page and indicate the NFT that he/she intends to purchase, inserting his/her data as requested in the order form, in order to allow Wannabe Labs to evaluate the approval of the order. When filling out the order proposal, Wannabe Labs reserves the right to request from the Customer, at any time, the documentation necessary to comply with the regulatory provisions on anti-money laundering, with particular reference to the provisions of Anti-Money Laundering Act of 2001 of the Philippines aka REPUBLIC ACT NO. 9160. Before sending an order proposal through the Web Page, the Customer is required to carefully read all the instructions provided during the purchase procedure (including with regard to delivery costs, the conditions for the exercise of the right of withdrawal and the Privacy Policy) as well as these General Conditions which he/she must expressly accept by inserting a flag in the dedicated box on the Web Page.

5.3 In order to purchase NFT Products the Customer must (i) insert the selected Products in the “Shopping Cart” by clicking on the appropriate button, (ii) fill in the order proposal, (iii) select the payment method, (iv) accept the General Conditions and declare to have read the privacy policy and (v) transmit the order proposal to Wannabe Labs through the Web Page.

5.4 The transmission of the order proposal constitutes a purchase proposal related to the selected NFT Products, governed by the present General Conditions and binding for the Customer. The transmission of the order proposal by the Customer involves the obligation of the latter to pay the price of the NFT Products ordered.

5.5 Before submitting the order proposal the Customer has the possibility to make any corrections/changes to the inserted data following the proper procedure indicated on the Web Page (by way of example and not exhaustive, the Customer has the right to modify the quantity of NFT he/she intends to purchase by adding or deleting one or more NFT from the “Shopping Cart”).

5.6 The form with the order proposal and the Customer’s data related to the order proposal will be stored by Wannabe Labs as the owner of the personal data processing pursuant to Republic Act No. 10173, otherwise known as the Data Privacy Act of the Philippines for the period of time provided for by the applicable legislation, as described in the Privacy Policy, also pursuant to Republic Act No. 7394 The Consumer Act of the Philippines.

5.7 Wannabe Labs may, at its discretion, reject an order proposal within 30 days of receipt of the same. In this case, no amount will be due by the Customer to Wannabe Labs. Wannabe Labs may reject an order proposal, without limitation, in the following circumstances:

(i) in the event of unavailability or inability or technical complexity to provide the NFTs; or

(ii) where there is a report, or suspicion, of fraudulent or illegal activity, including the suspicion that purchases are being made for commercial purposes or money laundering activities;

(iii) in the event that You fail to fulfil Your obligations under a previous contract with Wannabe Labs.

5.8 The contract between Wannabe Labs and the Customer is concluded when the Customer receives confirmation from Wannabe Labs of the acceptance of the order proposal (“Order Confirmation”). Wannabe Labs acceptance (or rejection) of the order proposal will be transmitted to the Customer at the e-mail address indicated by the Customer in the order proposal or through automated solutions, even immediately upon sending the order proposal.

5.9 In case of unavailability of one or more NFT Products ordered the Customer will be notified by e-mail. In this case the order proposal will be cancelled, or accepted limited to the NFT Products available. In case of partial acceptance, the Customer is obliged to pay only the price related to the available NFT Products (if the payment is made by credit card, the Customer will be charged only the amount corresponding to the available NFT Products).

5.10 The Order Confirmation will contain a summary of the essential characteristics of the purchased Products, the detailed indication of the price and of the payment methods, the information related to the delivery costs, if any.

5.11 After the receipt of the Order Confirmation, the order cannot be cancelled or modified.

5.12 The risk of loss of or damage to the NFTs shall pass to the Customer when the Customer (or a third party designated by the Customer other than the carrier) takes possession of the NFTs.

5.13 If the NFT are purchased through third party platforms such as www.opensea.io, www.rarible.com, or other Wannabe Labs will not be in any way responsible for the sales process completed through these third-party platforms. Wannabe Labs, in such cases, will only act as an interface with connection to the third-party site. The Customer is therefore invited, in such cases, to read the terms and conditions of sale and privacy policy of such third-party platforms where the NFT would be offered for sale. The general conditions of sale relating to OpenSea and Rarible, are available at the following link: https://opensea.io/tos and https://static.rarible.com/terms.pdf. OpenSea and Rarible privacy policy is available at the following link: https://opensea.io/privacy and https://static.rarible.com/privacy.pdf.

5.14 Wannabe Labs may sell one or more NFT with different sale procedures than those indicated above and on the basis of the indications that Wannabe Labs will provide to the Customers on the Web Page. In particular, the NFT may be purchased also through an auction, with the awarding of the NFT to the person who has offered the highest price within a determined period of time indicated on the Web Page. The NFT in auction, their base price, the time window within which to bid and the further terms concerning the auction, will be indicated in the section dedicated to the auction on the Website and will be considered as special conditions integrative to the present General Conditions.

Methods of payment

6.1 The Customer will be able to make payment of the consideration for the NFTs contained in the order proposal and shipping costs, if any, by credit card, PayPal, Stripe, Woocommerce, and/or with the cryptocurrency indicated on the Web Page through payment provider Coinbase Commerce. As a buyer, Customer represents and warrants that it has lawfully obtained the funds used to pay the price of the NFTs included in the order proposal (and related delivery charges, if any) and that it is not involved in any transaction intended to conceal the identity, origin or destination of the funds with which Customer pays the price of the NFTs ordered (and related delivery charges, if any).

6.2 Wannabe Labs accepts payment from the credit cards listed on the Website.

6.3 In the event that, for any reason, it is not possible to charge the credit card with the amounts due by the Customer, or to process the transfer of cryptocurrency to complete the transaction, it will not be possible to execute the contract and the order will be cancelled without any responsibility attributable to Wannabe Labs.

6.4. For each order Wannabe Labs will issue a special receipt/invoice which will be sent to the Customer by e-mail or by post in accordance with the regulations in force. The receipt/invoice will be issued on the basis of the information provided by the Customer at the time of the order. Changes to the receipt/invoice are not allowed after it has been issued.

Transportation and Delivery of Product – NFT Allocation

7.1 NFT are digital products not physically deliverable. The attribution of the NFT to the Customer may be carried out in the manner indicated by Wannabe Labs through the Web Page and in these General Conditions or in the confirmation emails sent by Wannabe Labs to the Customer at the outcome of the payment of the NFT. In particular, the Customer must have the availability of a Wallet address where to credit the NFT. In the absence of such Wallet, Wannabe Labs will not be able to proceed with the allocation of the NFT. Wannabe Labs cannot in any way be held responsible if the Customer does not provide a valid Wallet address belonging to him/her or attributable to him/her or provides incorrect addresses not belonging to the Customer. Wannabe Labs, in the process of creation and attribution of NFTs may use third party providers. Any delays related to the congestion of the internet network or blockchain reference or related to other problems not dependent on the fact and exclusive fault of Wannabe Labs cannot be charged to the latter. NFTs may not be returned by Customer once purchased and credited to the Wallet. Please refer to the provisions of art. 10.1 below on the subject of exclusion of the right of withdrawal. It is understood that if the Customer who proceeds to purchase an NFT through opensea.io and Rarible does not provide sufficient information to allow Wannabe Labs and/or its suppliers, to proceed with the delivery, then Wannabe Labs may retain the full amount paid by the Customer for the purchase of the NFT as a penalty. Event NFTs, unlike Artistic NFTs, require that the underlying event or service is actually organized. Therefore, the attribution of the NFT in the Wallet does not automatically imply the participation to the event, but only the right to participate to an event that can be cancelled by the organizer and to this end please refer to what is provided in art. 3.9 above

7.2 NFT Redeem - It is understood that the sale shall open and close within 12 (twelve) months from the date communicated by Wannabe Labs on the Website and that, therefore, any further service of Wannabe Labs to the Customers shall cease after such time period. The Customers who do not redeem the NFT (“Redeem”) within such time window, or within the shorter term communicated by Wannabe Labs to the Customer, according to the Redeem procedures indicated by Wannabe Labs, will permanently lose any right of use or ownership of such NFT without any responsibility being attributed to Wannabe Labs and without any recognition of reimbursement, compensation, damages or anything else.

7.3 NFT Redeem related to Events. In addition to the provisions of 7.5 above, it is understood that the Redeem related to NFT-related events (to be understood as the NFT redemption procedure as described on the Website and in Wannabe Labs’ communications), shall be completed no later than the deadline communicated by Wannabe Labs via email or other web-based communication channels (e.g. Discord, Twitter, wannabelabs.com, etc.). Once this deadline has expired without the Customer having carried out the Redeem, the latter will definitively lose any right of use or ownership of such NFT without any responsibility being attributed to Wannabe Labs and without any recognition of reimbursement, compensation, damages or anything else, including any reimbursement or compensation of the events combined with the purchased NFT.

7.4 Wannabe Labs shall also not be liable to third party users who have actually purchased NFT from Customers on the so-called Secondary Market.

7.5 Finally, it is understood that Wannabe Labs, will allow access to the events, only to the subjects who have made the Redeem in compliance with these General Conditions and according to the indications provided by Wannabe Labs. and who are, at the time of the Redeem, holders/possessors of such NFT even if different from the Customer (e.g. in the event that the Customer has sold to third parties, even on the secondary market, such NFT). Wannabe Labs, to this end, reserves the right, at any time, to verify that the holder of the Wallet on which the NFT is credited, is actually the owner at the time of the Redeem and this also through analysis tools on blockchain in any case in accordance with the Wannabe Labs Privacy Policy. This is without prejudice to what is indicated in 3.9 above regarding the organization of events.

Confirmation of assignment of NFTs

8.1 Wannabe Labs will send an email to the Customer confirming that the purchased NFTs have been credited.

Right of withdrawal and exclusion

9.1 Exclusion of the right of withdrawal for NFT. The right of withdrawal from the purchase of NFT is excluded in the assumptions. In this regard, it is recalled that the right of withdrawal is in contracts for services after the full performance of the service if the execution has begun with the express agreement of the consumer and with the acceptance of the loss of the right of withdrawal following the full performance of the contract by the professional. Moreover, the right of withdrawal is excluded with reference to the supply of sealed audio or video recordings or sealed computer software which have been opened after delivery. It is also excluded with regard to contracts concluded at public auctions. And finally, the right of withdrawal is excluded with regard to the supply of digital content (such as NFT) by means of a non-material medium (such as e.g. a private key for an NFT or other NFT redemption code) if performance has begun with the express agreement of the consumer and with his acceptance that he/she would then lose his/her right of withdrawal.

Intellectual Property Rights

All “WANNABE LABS” trademarks, relative figurative and/or form trademarks, present on the NFT, all illustrations, images, graphics, videos and logos protected by copyright, and, more in general, all intellectual property rights relative to images, videos and audio contained in the NFT are and will remain the exclusive property of Wannabe Labs or their legitimate owners, P.A. or their legitimate owners without the purchase of the NFT being in any way a transfer or license of such copyrights or intellectual property rights contained in the NFT.

Applicable law and jurisdiction

10.1 These General Conditions and, consequently, the contracts concluded with Customers are governed by the Philippines law (in particular, Republic Act 10173 – Data Privacy Act of 2012 of the Philippines, Republic Act No. 7394 The Consumer Act of the Philippines, and The Republic Act 8792 or the Electronic Commerce Act of 2000”) and must be interpreted in accordance with it.