GENERAL TERMS AND CONDITIONS OF SALE AND LICENSE

1.         Definitions

1.1         The terms and expressions listed hereunder shall have the meaning indicated below, being understood that terms defined in the singular form are to be considered defined even in the plural form and viceversa:

o       Agreements: the agreements related to the Digital Contents executed between Hevolus and the Customers through the Online Store.

o       Consumer: any natural person who is acting for purposes which are outside their trade, business, craft or profession.

o       Customer: any individual (natural person or legal person) purchasing one or more Digital Contents in the Online Store, accepting the General Terms and Conditions.

o       General Terms and Conditions: these general terms and conditions.

o       Hevolus: Hevolus S.r.l., Italian tax registration number and Italian VAT number 05612750728, having its registered office at Molfetta, via Giovanni Agnelli 31-31/A, Italy.

o       Digital Contents: the 3D models offered on the Online Store which the Customer can purchase (within the limitations set forth herein) and download in GLTF format.

o       IP Rights: all intellectual and industrial property rights, including copyright and neighbouring rights, whether registered or unregistered.

o       Online Store: the virtual store, managed by Hevolus and accessible via the URL www.hartist.io, through which it is possible to purchase rights on the Digital Contents.

o       Order Confirmation: the e-mail by means of which Hevolus communicates to the Customers the acceptance of any Orders.

o       Orders: the purchase orders of the Digital Contents placed by the Customers.

o       Parties: jointly, Hevolus and the Customer.

o       Price: the price of sale of the Digital Contents as indicated in the Online Store.

o       Profile: the area of the Online Store where Customers can, after authentication: (i) review and modify their personal data; (ii) view Orders and Agreements; and (iii) access any other specific functions relating to their activity in the Online Store.

o       Trader: any natural or legal person who is acting for purposes relating to their trade, business, craft or profession.

2.           Subject matter

2.1         The General Terms and Conditions apply to all the Agreements and form an essential part thereof.

2.2         Hevolus reserves the right to modify the General Terms and Conditions at any time, being understood that any such modification shall not be retroactive and that the version of the General Terms and Conditions to be applied to the Agreements shall be the one accepted by the Customers at the time the Orders are placed.

2.3         The Online Store is dedicated to retail sales and therefore to the purchase by Consumers. In case of Agreements entered into between Hevolus and a Trader, these General Terms and Conditions shall apply but, by way of derogation to the same:

(i)               the Trader shall not benefit from the warranty for defective products pursuant to article 10 which is reserved to the Consumers;

(ii)              the Trader shall not be granted with any other right or protection provided for in these General Terms and Conditions in favour of the Consumers, which arise from mandatory provisions of law;

(iii)             the Agreements shall be exclusively governed by the Italian law.

2.4         In order to make a purchase through the Online Store, the Customer shall have reached the legal age and own the legal ability to act, which the Customer represents to own by delivering an Order.

3.           Execution of the Agreements

3.1         Hevolus shall deliver the Order Confirmation to the Customers within 2 (two) days from the receipt of the relevant Orders by the Customers.

3.2         The Agreements enter into between the Parties when Customers receive the Order Confirmation. Should the Customers not receive the Order Confirmation within the term indicated under art. 3.1, the relevant Order shall be deemed to be rejected and, therefore, not effective.

3.3         With the Order Confirmation, the Customers will receive a copy of these General Terms and Conditions, a summary of the Order along with specific indication of the Price and the relevant taxes and a description of the ordered Digital Contents.

3.4         By placing the Orders, Customers declare to:

(i)           have read all the instructions which refer to the methods of purchase of the Digital Contents;

(ii)          accept the General Terms and Conditions;

(iii)         have read all the additional information available on the Online Store, including the information accessible through links.

4.           Terms of license of the Digital Contents

4.1         By entering into an Agreement, Customers acquire the right to use the relevant Digital Content to the extent and within the limitations set forth in these General Terms and Conditions.

4.2         The Customers acknowledge and agree that Hevolus (or, as the case may be, its licensors or grantors) is the owner of all IP Rights in and to the Digital Contents. The rights obtained by the Customers in and to the Digital Content are limited to those expressly set out in these General Terms and Conditions. Therefore, Hevolus and its assignors or licensors reserve all rights over the Digital Contents that are not expressly granted to the Customers under these General Terms and Conditions.

4.3          Subject to the provisions of these General Terms and Conditions, Hevolus grants to the Customers a perpetual, worldwide, non-exclusive and non-sublicensable license to use, display and modify the Digital Contents for the Customers' own commercial and non-commercial use. For the sake of clarity, in accordance with the provisions hereof, the Customers may:

(i)            display, exhibit, modify, incorporate, create derivative works from or transform the Digital Contents;

(ii)           make commercial uses of the Digital Contents in the course of their own entrepreneurial, commercial or professional activity;

whereas Customers shall not:

(iii)          reproduce or make copies of the Digital Contents;

(iv)          use the Digital Contents in any way that may constitute an infringement of the applicable law, third-party rights or may otherwise damage the reputation of Hevolus;

(v)           attempt to deposit, register or obtain patents relating to the Digital Contents.

4.4          The license referred to in this article 4 is not transferable, except in the case of transfer in direct connection with the assignment of the relevant Digital Contents. Rental, lending or sublicensing of the rights granted by Hevolus is expressly excluded.

5.           Price - Taxes and duties

5.1         The Price is indicated in Euro comprehensive of VAT. The applicable Price is the one published in the Online Store at the time Customers placed the relevant Order.

5.2         Without prejudice to the above paragraph, Hevolus may refuse an Order Confirmation if the Order contains an incorrect Price. If during the selection process of the Digital Contents, the Customer finds that the Price of one or more Digital Contents is clearly lower than the one normally applied, net of any discounts or promotions in force, the Customer is requested not to send the Order and report it to Hevolus.

6.           Placement of the Orders

6.1         In order to place an Order, Customers may register on the Online Store by entering all the mandatory data, choosing a password which is requested to send the Orders and to access their own Profile.

6.2         In case the Customers wish not to register on the Online Store, they can place an Order by entering all the mandatory data for the execution of the Agreement, but no Profile will be created.

6.3         Customers may purchase the Digital Contents by selecting them in the designated section of the Online Store and adding them to the “cart”. Once the data relating to the selected Digital Contents and the transfer information is verified, Customers must select a payment method and place the Order.

7.         Methods of payment

7.1         Customers may pay the Price by using the payment methods indicated by Hevolus on the Online Store. In the event it is not possible to charge the amounts owed by Customers, it will not be possible to deliver the Order which will be considered cancelled.

7.2         Customers acknowledge that Hevolus may amend at any time the payment methods available to the Customers, provided that the methods of payment made available to Customers are those published on the Online Store at the time Customers place the relevant Orders.

7.3         If requested by Customers at the time of placing the Orders, Hevolus shall send an invoice to the Customers. For the issuance of the invoices, the information provided by the Customers shall be deemed to be truthful and correct. No amendment to the invoices shall be possible after the relevant invoice has been issued by Hevolus.

8.         Transfer of the Digital Contents

8.1         The Customers acknowledge and accept that the Digital Contents will be made available exclusively in digital format, therefore no physical medium will be delivered to the Customers and no shipment of tangible goods will be made by Hevolus.

8.2         Hevolus is not bound to transfer the Digital Contents until the payment of the Price is received. Within the following 2 (two) days, the Customer will be entitled to download the Digital Contents:

(i)           through the link which will be delivered to the Customers via email;

(ii)          through their Profiles, in case the Order was placed further to the registration on the Online Store.

8.3         In order to allow Customers to monitor their Orders, the Online Store will issue an Order number which, once entered into the Profile, allows to verify the information related to each Order.

9.         Exclusion of the right of withdrawal

9.1         The Consumers shall have no right to withdraw from the Agreements, being such right of withdrawal excluded in case of supply of digital contents by means of non-material mediums if the relevant performance begun with the Consumers’ express agreement and their acceptance that they would lose their right of withdrawal, as provided for in this General Terms and Conditions (article 59, par. 1, lett. (o), Italian Legislative Decree 206/2005).

9.2         Therefore, the Consumers acknowledge and accept to waive their right to withdraw from the Agreement related to the Digital Contents.

10.       Warranties

10.1       This article 10 exclusively applies to Customers who are Consumers. Customers who are not Consumers shall not be entitled to avail of the remedies under this article 10 but may avail themselves of any other remedies provided for by the applicable law.

10.2       Hevolus warrants that the Digital Contents will have no lack of conformities and will therefore comply with the:

(i)           subjective requirements for conformity (be of the description, quantity and quality indicated in the Online Store; possess the functionality, compatibility, interoperability and other features, as indicated in the General Terms and Conditions; be fit for any particular purpose for which the Consumer made known to Hevolus before the execution of the Agreement and in respect of which Hevolus has given acceptance; be supplied with all accessories, instructions, and customer assistance as required by the General Terms and Conditions; be updated as stipulated by the Agreement);

(ii)          objective requirements for conformity (be fit for the purposes for which digital contents of the same type would normally be used; be of the quantity and possess the qualities and performance features, including in relation to functionality, compatibility, accessibility, continuity and security, normal for digital contents of the same type and which the Consumers may reasonably expect, given their nature and taking into account any public statement made by or on behalf of Hevolus, unless the latter shows that it was not, and could not reasonably have been, aware of the public statement in question, by the time of conclusion of the Agreement, the public statement had been corrected in the same way as, or in a way comparable to how, it had been made, or the decision to acquire the Digital Contents could not have been influenced by the public statement).

10.3       It is agreed that there shall be no lack of conformity if, at the time of the conclusion of the Agreement, the Consumer was specifically informed that a particular characteristic of the Digital Contents was deviating from the objective requirements for conformity laid down above and the Consumer expressly and separately accepted that deviation when concluding the Agreement.

10.4       Any lack of conformity resulting from the incorrect integration of the Digital Contents into the Consumer's digital environment shall be regarded as an actual lack of conformity if:

(i)           the Digital Contents were integrated by Hevolus or under the latter's responsibility; or

(ii)          the Digital Contents were intended to be integrated by the Consumer and the incorrect integration was due to shortcomings in the integration instructions provided by Hevolus.

10.5       Hevolus is liable in the event of lack of conformity relating to the Digital Contents which become apparent upon delivery of the Digital Contents. The action to claim defects, provided that they have not been maliciously concealed by Hevolus, is in any case time-barred within 26 months from the delivery of the Digital Contents.

10.6       The burden of proof of the conformity of the Digital Contents for the lacks of conformity that occur during the period referred to in Article 10.5 above is on Hevolus, unless Hevolus demonstrates that the Consumer's digital environment is not compatible with the technical requirements of the Digital Contents and that it has informed the Consumer of prior to the acceptance of the General Terms and Conditions. The Consumer shall cooperate with Hevolus, to the extent reasonably possible and necessary, limited to the least intrusive means for the Consumer, in order to ascertain whether the cause of the lack of conformity lies in the Consumer's digital environment. In case of non-cooperation and if Hevolus has informed the Consumer of the requirements inherent to the necessary digital environment prior to acceptance of the General Terms and Conditions, the burden of proof of the existence of the conformity defect shall be on the Consumer.

10.7       In the event of the existence of a lack of conformity, Consumers are entitled to obtain the bring into conformity, to receive a proportionate reduction in the Price or to terminate the Agreement.

10.8       Consumers are entitled to the bring into conformity of the Digital Contents, unless this is impossible or imposes costs on Hevolus which would be disproportionate, taking into account all the circumstances of the case and, in particular:

(i)            the value that the Digital Contents would have if there were no lack of conformity; and

(ii)           the significance of the lack of conformity.

Hevolus agrees to bring the Digital Contents into conformity within a reasonable period of time from the time it was informed by the Consumer of the lack of conformity, without cost and without significant inconvenience to the Consumer, taking into account the nature of the Digital Contents and the use that the Consumer intended to make of them.

10.9       Consumers are entitled to a proportionate reduction in the Price or to termination of the Agreement, in any of the following cases:

(i)            the remedy of bringing into conformity is impossible or disproportionate;

(ii)           Hevolus failed to restore conformity in accordance with these General Terms and Conditions;

(iii)          a lack of conformity appears despite Hevolus' attempt to restore conformity;

(iv)          the lack of conformity is of such a serious as to justify an immediate Price reduction or termination of the Agreement; or

(v)           Hevolus has declared, or it is equally clear from the circumstances, that it will not restore conformity within a reasonable period of time or without significant inconvenience to the Consumer.

10.10     The price reduction is proportional to the decrease in value of the Digital Contents provided to the Consumer compared to the value they would have had if there was no lack of conformity. The Price reduction applies to the period of time that the Digital Contents were not compliant.

10.11     Consumers are not entitled to terminate the Agreement if the lack of conformity is minor. The burden of proof that the lack of conformity is minor is on Hevolus.

10.12     Upon termination of the Agreement, Hevolus may prevent any further use of the Digital Contents by the Consumer, without prejudice to the foregoing. Following the termination of the Agreement, the Consumer will refrain from using the Digital Contents.

10.13     Consumers shall not be obliged to pay for the use of the Digital Contents during the period prior to the termination of the Agreement during which the Digital Contents suffered a lack of conformity.

10.14     Any reimbursement due to the Consumers will be made without undue delay and, in any event, within 14 days of the day on which Hevolus is informed of the Consumer's decision to exercise the right to a Price reduction or termination of the Agreement. Hevolus shall carry out the reimbursement using the same means of payment used by the Consumer to pay the Price, unless the Consumer expressly consents to the use of another means and does not incur any fees as a result of such reimbursement. Hevolus shall not impose any fees on the Consumer in respect with the reimbursement.

10.15     The remedies provided for in this article 10 also extend to cases of restrictions of use of the Digital Contents resulting from the infringement of third-party rights, in particular intellectual property rights, without prejudice to other remedies provided for by the applicable law.

11.       Privacy

11.1       Hevolus represents and warrants that Customers’ personal data will be processed in accordance with the provisions set forth by applicable data protection regulation as indicated in the Privacy Policy made available on the Online Store.

12.       Errors and inaccuracies in the Online Store

12.1       The Online Store is constantly checked in order to prevent the creation of errors or inaccuracies. However, the Online Store may at any time contain errors, inaccuracies or oversights.

12.2       Therefore, any potential errors, inaccuracies or oversights which the Online Store may contain, including after the placement of an Order, will be corrected upon identification of the same without any prior notice to the Customers.

13.       Applicable law and disputes

13.1       The General Terms and Conditions and the Agreements are governed by the Italian law, without prejudice to the rights attributed to Consumers by mandatory legal provisions in force in their country of residence.

13.2       Consumers have the right to access the European Online Dispute Resolution platform. For further information on the European ODR Platform or to initiate, through the latter, an alternative dispute resolution procedure for a dispute relating to this contract, access the following link: http://ec.europa.eu/odr and use Hevolus' email address info@hevolus.it.

13.3       Any legal disputes shall be referred to the courts of the place of residence or domicile of the Consumer.