ماهیت شناسی، احکام و آثار قرارداد توکن های غیرقابل تعویض (NFT) در حقوق ایران (مقاله علمی وزارت علوم)
درجه علمی: نشریه علمی (وزارت علوم)
آرشیو
چکیده
در سال های اخیر دارایی هایی به وجود آمده است که می توان از آن ها به صورت دیجیتالی در زمینه های گوناگون اعم از هنری، تاریخی، فرهنگی و ورزشی بهره برد. ارزش این دارایی ها در عرف موجب به وجود آمدن رابطه حقوقی میان دارایی دیجیتال و مالک آن می شود. مالک می تواند حق خود را شخصی سازی کند و به صورت یک توکن در آورد که قابل معامله و نقل و انتقال است. به چنین توکن هایی توکن های غیرقابل تعویض (ان اف تی) می گویند. از طرفی، به علت وجود عرضه و تقاضا برای این دارایی ها، بازار معاملاتی برای آن ها وجود دارد؛ اما قواعدی که بر این بازار حاکم است با قواعد بازار های سنتی و حتی سایر دارایی های دیجیتال یکسان نیست و ان اف تی با شرایط خاص در بلاکچین معامله می شود. قرارداد توکن های غیرقابل تعویض، از آن جهت که در بستر بلاکچین منعقد می شود، قرارداد هوشمند است. بنابراین، علاوه بر بررسی ماهیت حقوقی قرارداد توکن های غیرقابل تعویض، باید ویژگی ها و آثار قرارداد هوشمندی که انتقال دهنده توکن ها است را جداگانه بررسی کنیم. مطالعات نشان می دهد که ان اف تی چگونه به وجود آمده و مورد اقبال مردم قرار گرفته است، قرارداد هایی در این حوزه شکل گرفته است و مردم در سطح جهانی معاملاتی از این جنس انجام می دهند. همچنین، پژوهش هایی در زمینه اقتصادی و فنی و کپی رایت ان اف تی نوشته شده است. با توجه به مقتضیات خاص قرارداد هوشمند ان اف تی و تفاوت های موجود با قرارداد هوشمند سایر توکن ها، این مقاله به دنبال ساختار بندی و تبیین ماهیت و آثار و احکام قرارداد توکن های غیرقابل تعویض است.Legal Nature, Ruling, and Effects of Non-fungible Tokens (NFT) in Iranian Law
In recent years, assets have emerged that can be used digitally in various fields, including artistic, historical, cultural, and sports. The value of these assets in common practice usually creates a legal relationship between the digital asset and its owner, The owner can personalize his right and tokenized into a tradable and transferable token. These tokens are called Non-Fungible Tokens (NFTs). On the one hand, a market has formed for these assets, and there is supply and demand for them. However, the rules governing this market are not the same as those of traditional markets or even other digital assets. NFTs are traded under specific conditions on the blockchain; Non-Fungible Token contracts, executed on the blockchain, are smart contracts. Therefore, in addition to examining the legal nature of Non-Fungible Token contracts, we must separately examine the characteristics and effects of the smart contract transferring the tokens. Studies show how NFTs have emerged and gained popularity, contracts have been formed in this field, and people engage in transactions of this nature globally. Additionally, research has been written on NFTs' economic, technical, and copyright aspects. Given the particularities of NFT smart contracts and the differences with smart contracts of other tokens, this article seeks to structure and explain the nature, effects, and provisions of Non-Fungible Token contracts.
Keywords: Non-Fungible Token, NFT, Smart Contract, Blockchain
1. Introduction
Non-fungible tokens (NFTs) are digital codes that encode an external asset (e.g., digital artwork) and uniquely personalize it to its creator. Each non-fungible token has three essential elements: 1. non-fungibility, 2. proof of ownership, and 3. a unique identification code. Non-fungibility means that the NFT cannot be divided into smaller parts or converted into other tokens; therefore, non-fungible tokens are always a single, fixed digital asset. Proof of ownership means that whoever holds the token is considered the owner (whether the creator or the transferee) of the digital asset that is attributed to the asset. Also, each non-fungible token is a unique identification code that authenticates the property owned by it. Each asset owner can mint a unique token for their work, meaning they can encode an image of their asset using blockchain network technologies and turn it into a token, and transfer the created token to others on that blockchain network. Non-fungible token contracts (smart contracts) are different from traditional contracts and electronic contracts. Smart contracts are similar to electronic contracts in that they are concluded on the Internet, but the provisions of electronic contracts are the same as those of traditional contracts that appear in a new format and are not different from them in terms of substance; but smart contracts are basically programmed codes that will be executed when the conditions specified for them are met; therefore, they are different from electronic contracts in terms of both nature and format and content.
2. Methodology
Numerous studies have been conducted in the legal, economic, technical, and other characteristics and features of digital currencies, especially Bitcoin. Also, smart contracts have been examined in various works and adapted to domestic law, but what has been neglected and not addressed much in legal works in Persian is non-fungible tokens (NFTs). The neglect of this part of digital assets, which is different from other digital currencies such as Bitcoin and Tether, is due to the lack of widespread use and transfer of these in Iran, the legislator's inattention to these newly created assets and the approval of related regulations, and the lack of knowledge of the scientific community about the nature of non-fungible tokens and the contract related to them. Although the non-fungible token contract is a type of smart contract, it has features that do not exist in other smart contracts and are specific to NFTs, which will be effective in the works resulting from the contract. In other words, the token creator can configure the smart contract to produce different outcomes and effects.
This article, using a descriptive-analytical method, seeks to identify the nature of the non-fungible token contract and its related effects so that during judicial proceedings, the judge has sufficient knowledge of the specific aspects and characteristics of these contracts. Also, if the legislator wants to enact regulations and laws in this field, he will take the necessary measures considering the special conditions that non-fungible tokens and related contracts have.
3. Results and Discussion
Non-fungible tokens, as emerging digital assets, are different from property in the traditional implication in Iranian law. Digital assets do not have the characteristics of property in the traditional sense, but this difference does not prevent us from considering non-fungible tokens as property and considering contracts related to them invalid due to the lack of property as the subject of the contract. NFTs are cryptographic tokens backed by a valuable digital asset, such as artwork, music, film, computer games, etc., that is unique and has no equal. They are created on the blockchain network under a unique identifier to strengthen the rights of the creator of the valuable asset and protect it from infringement. In the legal doctrine, the two components of utility and assignability are considered to be signs of property. If the aforementioned components are present, the legal relationship with the property is of ownership, and the person can transfer his rights to others. Non-fungible tokens are digital assets that people consider beneficial and useful. Also, this asset is unique and basically cannot be made available to everyone; therefore, by applying the criteria and elements stated for assets to non-fungible tokens, there is no doubt that it has value.
Blockchain uses smart contract tools and algorithms to transfer all digital assets, including NFTs and other tokens. To trade and transfer non-fungible tokens, a smart contract must be created on the blockchain network. In creating this contract, the digital asset owner must specify the number of non-fungible tokens and the value of each. Smart contracts are written in code language and concluded with a digital signature, but in many other respects, such as the need to have basic conditions for the validity of transactions, the characteristics of the transaction, and other matters, they are the same as traditional contracts, and the legal rules related to contracts will also be current and enforceable in smart contracts. There are limitations to the payment of compensation in NFT contracts. Since the contract of non-fungible tokens is concluded and executed on the blockchain platform, all its features and related matters must be carried out with the blockchain network. Therefore, in the payment of NFT compensation, common currencies (rials, dollars, yen, euros, pounds, etc.) cannot be used, but what is paid in exchange for the NFT must be usable on the blockchain network. Only digital currencies that exist on the blockchain network and the NFT platform (Ethereum, Trum, Tether, etc.) can be used as a means of payment in the contract of non-fungible tokens.
The subject of the contract for non-fungible tokens is not the same thing, but the granting of a digital certificate of the work, which is a digital asset; and digital assets are assets that exist only in digital form and the right to use them is specific, meaning that the digital asset can be used within a specific scope; for example, non-fungible tokens are used within the scope of the blockchain and the right to use them is limited to material and moral benefits from NFTs.
In a non-fungible token contract, what is transferred to the transferee is one of the rights arising from the external asset, namely the digital certificate and license of the original asset and the material use and enjoyment of it, while the attribution of the original asset remains with the creator and creator of the NFT, and if it is intellectual property, its intellectual property rights belong to him in any case; therefore, in a non-fungible token contract, ownership of the original asset is not transferred. Such contracts can be considered as indefinite contracts by referring to Article 10 of the Civil Code. A contract whose subject and content is permission to materially exploit an NFT will result in a personalized certificate and license for the property that has been transformed into a visual work and created by the owner of the work, and the ownership right to the original property or asset to which the token is attributed will remain with the owner and creator of the token and will not be transferred to the transferee through a non-fungible token contract. Non-fungible token contracts, due to their smart nature, are self-executing and are executed as soon as they are concluded, and the obligations of the parties end with them. The transfer of a non-fungible token to the transferee does not transfer the copyright, publication, reproduction, promotion, and other rights related to the original property and asset, if it is intellectual property, to him. Rather, all these rights remain with the owner of the original property, that is, the creator of the non-fungible token, and even after the token is transferred to another person, he can exercise the rights he has. Of course, it is worth noting that smart contracts have the ability to specify various conditions that if a right to the original property is revocable in a self-executing smart contract, the contract can revoke or transfer some of these rights from the creator of the token in favor of the transferees.
4. Conclusions and Future Research
In this article, focusing on non-fungible tokens, the nature, effects, and provisions of the NFT transfer contract on the block chain were examined concerning the existing Iranian law. The non-fungible token contract, which is a type of smart contract, is recognizable and valid in contract law due to its characteristics of a valid contract in Iranian law. This contract, which falls under the scope of indefinite contracts and Article 10 of the Civil Code, transfers a visual work (NFT) on the blockchain from one person to another. What is transferred in this contract is not the original property to which the NFT is attributed but rather a unique digital code that shows itself in the blockchain network in the form of a visual work. Of course, the creator of the non-fungible token smart contract can program it in such a way that it cannot be transferred to the next person, and this type of transfer is done for charity, support of the work, and other similar purposes. The most important difference between a non-fungible token contract and a contract for other tokens, such as Bitcoin, is that this contract can be designed in various forms and for various purposes.
تبلیغات
