Terms of Use NFTs

These Terms of Use ( the“NFT Terms”) apply to sales performed by BE SOFT STUDIO SRL (the “Issuer”) of non-fungible tokens/NFTs ( the “NFTs”) either directly through the Issuer’s website located at the URL address https://fity.fitness/ (the ‘’Website’’) or through a third-party website with a blockchain-based application ( i.e. crypto marketplaces), all of the foregoing, together with the functionality associated therewith, collectively referred to as the “Platform”.

The Issuer (sometimes referred to as “We,” “Us,” or “Our”) may sell NFTs to initial purchasers (e.g. investors, tech enthusiasts, persons and entities interested in fitness, nutrition and wellness) and may provide benefits (e.g. airdrops, rewards, fitness and nutrition lifetime access in Our application and other benefits) to initial purchasers and subsequent transferees of NFTs (referred to herein as “You” or using similar terms), subject to Your acceptance of these NFT Terms.

These NFT Terms represent a binding contract between You and Us. Your purchase of, acquisition of, and/or ownership of the NFTs through the Website and/or the Platform, constitutes your full and unconditional agreement to these NFT Terms. We may update these NFT Terms by providing a new version online and your continued use of the Platform, respectively of the Website, as well as of Our application after any such update constitutes your binding acceptance of such changes.

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

Unless expressly mentioned otherwise in these Terms, please note that these Terms shall be applicable to all NFTs issued by the Issuer.

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

 

  1. The NFTs

The NFTs are non-fungible tokens, issued by the Issuer in two collections, as follows:

  • A collection of 1,000 NFTs, which were minted through a crypto marketplace- Isengard ( the ‘’ Fity Investor NFTs’’) on the Elrond blockchain; and
  • A collection of 10,000 NFTs which are to be minted through Our Website (the ‘’ Fity User NFTs’’), on the Elrond blockchain.

For Fity User NFTs, We are entitled to impose purchase limits and certain conditions in connection with the minting of the NFTs and Your acquisition of NFTs, by informing You through the Website, postings on social media and/or our communities.

 

  1. Benefits granted by the NFTs

  • The holders of the Fity User NFTs may win certain benefits and income opportunities, based on Our decision, such as:
  1. Fity Tokens within airdrops

We reserve our right to establish and subsequently modify the numbers of Fity Tokens within the airdrop/s, to organize one or several airdrops.

  1. Rewards for Your activity in Our application and/ or Our Website
  2. Fitness and nutrition lifetime access in Our application
  3. Other benefits to be announced by Us on the Website, postings on social media and/or our communities.

 

  • The holders of the Fity Investor NFTs may win certain benefits and income opportunities, based on Our decision, such as:
  1. Fity Tokens within airdrops | We reserve our right to establish and subsequently modify the numbers of Fity Tokens within the airdrop/s, to organize one or several airdrops.
  2. Priority in the Fity Token Pre-sale phase 1 – 3 (3 x 1000 Fity Token)
  3. Priority in the Fity Token Pre-sale phase 4 -10 (7 x 500 Fity Token)
  4. Rewards from staking- APR Stake Boosted
  5. Other benefits as announced by Us on the crypto marketplace, postings on social media and/or our communities.

 

  1. The sale of the NFTs

The sale of the Fity User NFTs will take place on the date, on the price and within the conditions to be announced on the Website, on social media and Our communities. The minting and sale of the Fity User NFTs shall take place through Our Website.

Please note that the verified KYC process, conducted either directly by Us and/or our affiliates or using a third-party KYC service provider (as the case may be), enables You to participate in any NFTs sale and/or to receive rewards and any other benefits, as they are mentioned in the White Paper attached to these Terms as Annex 1.

As mentioned above, the KYC process may be conducted either directly by Us and/or our affiliates or through a third-party KYC service provider (as the case may be). In this respect, You hereby acknowledge and accept that We or a third-party KYC service provider may need to undertake certain KYC activities and/or AML verifications, including collecting certain personal data from You. Upon request, You shall provide all information and documents that are deemed necessary or appropriate to conduct KYC and/or AML verifications.

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

 

  1. Terms of Sale

All sales (irrespective of the terminology used in our communications) of NFTs are final and there are no cancellations. Once You have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (e.g. activate or download any content or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs with virtual currencies (tokens, cryptocurrencies). We will also announce the type of virtual currency to be utilized to purchase the NFTs.

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

 

  1. Eligibility, Representation and Warranties

You must be at least 18 years old to use Our services, the NFTs and Website. By using Our services, NFTs and accessing our Website you represent and warrant that You:

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

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

  1. c) have not been previously suspended or removed from using Our services;

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

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

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

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

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

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

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

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

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

By participating in the NFTs Sale either on our Website or on a marketplace, You agree to these Terms and in particular, You represent and warrant that You:

  1. are authorized and have full power to acquire NFTs according to the laws that apply in Your jurisdiction of domicile;
  2. are not resident or domiciled in any jurisdiction excluded by Us or a third party KYC service provider in the KYC process (as the case may be), including but not limited to the following states: Afghanistan, Angola, Belarus, Bosnia & Herzegovina, Burkina Faso; Burundi, Cayman Island, Central African Republic, People’s Republic of China, Congo (DRC), Cote d’Ivoire (Ivory Coast), Cuba, Columbia, Ecuador, Egypt, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Guyana, Haiti, Iran, Iraq, Kosovo, Laos, Lebanon, Liberia, Libya, Macedonia, Maldives, Mali, Morocco; Myanmar, Nigeria, North-Korea, Panama, Pakistan, Papua NG, Republic of Crimea, Russia; Serbia, Somalia, Sri Lanka, Senegal; Sudan, South Sudan, Syria, Trinidad and Tobago, Tunisia, Turkmenistan, Turkey; Uganda, , Ukraine, United States of America, Uzbekistan, Vanuatu, Vietnam; Venezuela, Yemen, Zimbabwe (collectively, the “Restricted Jurisdictions”), or purchasing the NFTs from a location in a Restricted Jurisdiction;
  3. are familiar with all related regulations in the specific jurisdiction in which You are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
  4.   live in a jurisdiction that allows Us to sell the NFTS without requiring any local authorization;
  5. do not live in a jurisdiction which is qualifying the NFTs issued as securities;
  6. will not use the NFTs Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
  7. are solely responsible for determining whether the acquisition of NFTs is appropriate for You;
  8. understand the risks associated with the NFTs Sale and understand the use of crypto-assets and their associated risks;
  9. will not hack into, interfere with, disrupt, disable, overburden, modify, publish, reverse engineer, participate in the transfer or sale, create derivative works, or otherwise impair the Website and the NFTs.
  10. We shall have the right to implement necessary measures to monitor compliance of this section.

 

  1. Ownership of a NFT

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

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

 

  1. The license related to a minted artwork

Given the fact that the art on the Website is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace, we encourage You to show off, promote, and share your collected NFTs, but You may not infringe on any of the exclusive rights of the copyright holder – the Issuer. The Issuer grants a limited, worldwide license to display the artwork underlying the NFTs legally owned and properly obtained by You.

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

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

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

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

(a)        incorporate the artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these NFT Terms or solely for your personal, non-commercial use;

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

(c)        use the artwork to advertise, market, or sell any third-party product or service;

(d)       sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the artwork;

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

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

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

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

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

 

  1. Smart Contract on Elrond blockchain

You agree and understand that all fees are transferred, processed, or initiated directly through smart contracts on Elrond blockchain. By using the smart contract, You hereby acknowledge, consent to, and accept all automated fees for the sale of NFTs.  You hereby consent to and agree to be bound by the smart contract’s execution and distribution of the fees or any other commissions, as the case may be.

Any cryptocurrency payments or financial transactions that you engage in will be conducted solely through the Elrond blockchain. We have no control over these payments or transactions, nor do We have the ability to reverse any payments or transactions. We do not provide refunds for any purchases of NFTs that you might make on or through the smart contract.

  1. Issuer’s Rights

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

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

  1. Risks

You hereby acknowledge and agree that there are risks associated with the acquisition of the NFTs, ownership of the NFTs and utilization of the NFTs. By purchasing and using the NFTs, You expressly acknowledge and assume these risks, including the ones mentioned in the Risk Disclosure Notice available on the Website, as well as the ones mentioned below.

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

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

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

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

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

The Issuer does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meet your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs, will be free of viruses or other harmful components.

Once You own any NFT, You are responsible for any loss or damage to, or loss of access to, the NFT and the Issuer shall have no liability in such circumstances, regardless of cause. You expressly understand and agree that Your use of any smart contract and any NFTs is at Your sole risk and that the NFTs are provided “as is” and “as available.”.

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

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

Certain events may cause the non-payment of staking rewards or other restrictive measures. Such measures may be imposed as a result of your acts or omissions (e.g. omission to perform the KYC process), the acts of a hacker or other malicious actor or a force majeure event.

  1. Taxes

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

 

  1. Representations

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

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

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

 

  1. Not A Financial Instrument

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

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

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

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

 

  1. Limitation of liability

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

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

  

  1. Disclaimers

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

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

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

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

 

  1. Links or references to other websites

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

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

 

  1. Governing Law

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

 

  1. Amendments

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

Should you have any questions, You can contact us at contact@fity.fitness.

 

How can I earn from merch?

If you buy any merch from us with your NFT (art print, t-shirt, phone case etc), you will have the chance to win back much more in your crypfollowers. It doesn’t matter who buys your