This NFT Purchase Agreement (the “Agreement”, “Contract”) is a public offer agreement of Eternity Life Clinics UAB, Reg. number 306109244, Address: Varnalesu 38, Kaunas, Lithuania (“Company”, “Seller”).
This Agreement governs your participating in the purchase of NFTs (as defined below) as the Buyer. Purchasing of NFTs on any sale phase constitutes the acceptance of this Agreement.
The official website of the company is https://elifeclinics.com/ (“Website”)
(A) Buyer is willing to participate in the Seller’s Eternity Life Clinics Project (“Project”) in which Buyer buys the Project’s cryptographic Non-Fungible Tokens (hereinafter referred to as “NFTs”).
(B) The Company accepts Buyer’s abovementioned participation in accordance with the conditions set out in this Agreement.
NOW, THEREFORE, it is mutually agreed as hereafter set forth:
1.1.1. The following words and phrases used in this Agreement shall have the following meanings, except where the context clearly requires otherwise:
“NFT” means the non-fungible token built on the Ethereum blockchain minted by the Company, which represent a digital asset that can be used for gaining medical services, as stated in Article 2.1.1.
“Company” means Company and its parent companies, subsidiaries, affiliates, agents, representatives, successors and assigns. “Company Party” means one of the foregoing, as the case may be.
“Cryptocurrency” means ETH accepted as the payment for NFTs.
“Damages” means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
“GDPR” means the new EU General Data Protection Regulations, which came into force on 25 May 2018.
“Intellectual Property” means any product of the human intellect that the law protects from unauthorized use by others.
“List Price” means the price of NFT reflected in ETH in accordance with actual exchange rate of USD to ETH on the Binance exchange at the moment when purchase transaction is made.
“Platform” means Website interface in whole and any software that belongs to the Company.
“Services” means the services and other use cases that Company provides to the holders of the NFTs within Eternity Life Clinics Project, including but not limited to medical services.
“NFT Minting Event” means the event organized by the Company to mint and sell NFTs to the Buyer in accordance with this Agreement, resulting a publishing NFT on a blockchain and transfer of NFT to the Buyer’s wallet.
2. SUBJECT OF THE CONTRACT
2.1. Eternity Life Clinics Project and NFT
2.1.1. Eternity Life Clinics project aims to build the modern multicare medical centers. The structure of the centers will be based on units that are designed to prolong the existing life by diagnosing and treating diseases that most often lead to death and affect the duration and quality of life. In these centers, the patients will receive not only complex diagnostics, but also the solution of problems using the technology of transplantation and prosthetics of organs, tissues, anatomical structures; surgical correction of structural disorders, therapeutic correction of functional disorders and rehabilitation. Additional units are those that provide and support processes in basic units (diagnostics, radiology, etc.). The units may include:
- Laboratory (general clinical, biochemical, immunological, microbiological, genetic)
- Center for Cardiology and Cardiac Surgery
- Center for Neurology and Neurosurgery
- Oncology Center (oncosurgery and oncoradiology)
- Center for Transplantation of Internal Organs and Tissues
- Center for Orthopedics and Traumatology
- Center for General, Plastic and Reconstructive Surgery
- Center for Therapeutic Pathology (Endocrinology, Nephrology, Pulmonology, Gastroenterology, Allergology, Immunology, Hematology, Rheumatology)
- Center for Gynecology, Urology and Andrology
- Ophthalmology Center
- Ear, Nose and Throat Center
- Center for Clinical Psychology and Psychiatry
- Rehabilitation Center
- Intensive Care Unit
- Department of Preventive Medicine
- Department of Radiation Diagnostics
- Research center
NFT is a unique digital identifier representing a moving image. The Company grants the owners of NFT a preemptive right of early access to the Eternity Life Clinics medical services in abovementioned units when they become available, and to all technologies invented within the research centers, within the USD equivalent of the List Price paid, which is calculated by the actual exchange rate of ETH to USD on the Binance exchange at the moment when NFT purchasing transaction is made.
The owner of this NFT will have a right and a priority to receive immortality technology when such technology becomes available.
Once the owner of NFT is registered in the medical center as a patient and started to use the Company services, his right to use the medical services and technologies as NFT owner within the List Price paid cannot be transferred to 3rd parties.
2.1.2. Buyer hereby accepts explicitly and agrees that:
(A) it is the sole responsibility of the Buyer to determine if Buyer can legally purchase the NFTs in his jurisdiction and whether Buyer can then resell or transfer the NFTs to another buyer in any given jurisdiction; and
(B) it is not acquiring the NFTs for any other uses or purposes, except for as specified in Article 2.1.1.; and
(C) none of the Company Parties has other obligations, except as expressly stated in this Agreement.
2.1.3. Buyer understands and accepts that NFT:
(A) may only be utilized within Eternity Life Clinics Project when this option becomes available, is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by Company;
(B) does not represent or confer on the Buyer any ownership right, shareholding, participation, right, title, or interest of any form with respect to the Company or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Eternity Life Clinics Project, and any service provider of Eternity Life Clinics Project;
(C) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment;
(D) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(E) is not a loan and is not intended to represent a debt owed by any company, and there shall be no expectation of profit or interest income arising in connection therewith;
(F) is not any form of financial derivative;
(G) is not any form of commercial paper or negotiable instrument;
(H) will not entitle NFT holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
(I) is not any commodity or asset that any person is obliged to redeem or purchase;
(J) is not for speculative investment;
You acknowledge and agree that no one is under any obligation to issue replacement NFT in the event any NFT or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
PLEASE NOTE THAT THERE MAY BE CHANGES TO THE INTENDED USE CASES OF NFT IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE OR NFT IS SUBJECT. IN THE EVENT OF ANY CHANGES TO THE INTENDED USE CASES OF NFT, THE DETAILS OF THE CHANGES SHALL BE PUBLISHED ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE FOR ANY SUCH NOTICES. NOTICE ALSO CAN BE SENT TO THE BUYER IN ANY OF AVAILABLE METHONDS OF COMMUNICATION.
2.2. NFT Minting Event
Company starts the NFT Minting Event according to the rules and conditions set forth below.
The List Price of 1 NFT is: 5,555 ETH.
You can purchase NFTs with a List Price through OpenSea platform by sending an equivalent amount of Cryptocurrency to a Smart Contract configured to initiate a minting and transfer of the NFT, plus gas.
You accept and acknowledge that transfers on the Ethereum blockchain are irreversible and as a result, it is not possible for the Company to issue refunds on NFT purchases.
During the NFT Minting Event, the Company may at any time stop the sale period for security reasons.
You agree to provide the Seller with KYC data during 7 calendar days after the NFT Minting Event. The KYC data includes but not limited to: copy of the identity document (travel passport, driving license), the identity data regarding a beneficial owner of the Buyer, direct video streaming/direct video broadcasting recordings of the Buyer holding the identity document, document confirming a source of funds.
The Seller the right to require you to provide the additional documents and information (including without limitation, address, details of the digital wallet from which you have sent the funds), and it is your responsibility to provide correct details. Failure to provide this information may prevent the Seller from providing you access to the Company services and from granting the Buyer any rights deriving from possession of the NFT, including rights specified in cl. 2.1.1.
2.3. CANCELLATION AND REFUSAL AT SELLER’S DISCRETION
Your purchase of NFT (whether through an intermediary or otherwise) from the Seller is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Seller in exchange for NFT or to cancel any purchase. Notwithstanding the foregoing, the Seller reserves the right to refuse or cancel any request(s) to purchase or purchases of NFT (as the case may be) and/or waive responsibility for granting the Buyer any rights deriving from possession of the NFT, at any time in its sole discretion without giving reasons, including without limitation the following:
(A) in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Seller; or
(B) in connection with an adverse change of the regulatory environment. In such event, the price paid by you shall be withheld, rejected or refunded (as applicable) at the Seller’s own discretion, less fees and expenses incurred in connection with the development of the Eternity Life Clinics Project, or, if required by applicable law, confiscated.
Any refund of the price under this Article 2.3 shall be calculated at the USD exchange rate of the relevant NFT which had been paid to the Seller, at the time of payment or refund, whichever would result in a lower ETH / USD value of the refund (as the same may be conclusively determined by the Seller). The Seller shall be entitled to charge a processing fee not exceeding 20% of the refund amount.
3.1 Company Representations:
(A) The Company is a validly existing corporation in a good standing duly organized under the laws of the Republic of Lithuania, authorized to own, lease and operate its properties and conduct its business as currently conducted.
(B) The Company is authorized to execute and perform this Agreement. This Agreement is a legal, effective, and binding obligation of the Company, enforceable against the Company pursuant to its terms, unless as restricted by bankruptcy, insolvency, or other laws of the general application relating to or affecting the enforcement of creditors’ rights and general principles of equity. It does not constitute a violation of (i) the Company’s Articles of Association or bylaws, (ii) any statutory law, rule or regulation applicable to the Company, or (iii) any contractual legal arrangements or other contract by which the Company is bound or is a party, where such violation or failure to fulfill an obligation, individually, or together with all such violations or failure to fulfill an obligation, could be regarded as having a material adverse effect on the Company.
(C) The Company confirms that the performance and consummation of the transactions considered by this Agreement do not and shall not: (i) violate any materiality judgment, statute, rule, or regulation applicable to the Company; (ii) endow the acceleration of any material contract to which the Company is a party or by which it is bound; or (iii) have as a consequence establishment or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(D) The Company confirms hereby that it owns or possesses (or can acquire on commercial terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, data, processes, and other intellectual property rights required for its business as currently conducted and expected to be conducted, without a violation of the rights of others.
3.2 Buyer Representations:
The Buyer has the full legal capacity to fulfill this Agreement and to execute its obligations hereunder. This Agreement endows an efficient and binding obligation, enforceable pursuant to its terms.
The Buyer enters this Agreement for its own account, not as an applicant or agent. The Buyer is aware and experienced in financial and business points and is able to evaluate the risks of such purchase and meet with a complete loss of such a contribution without damaging the Buyer’s financial status and has the capacity to bear the financial risk of such contribution for an undetermined period of time.
The Buyer enters into this Agreement based on his or her own judgment and upon advice from such professional advisers as he or she has considered it necessary to consult.
Buyer represents and warrant that he: (1) does not reside; (2) not located; (3) does not have a place of business; or (4) is not conducting business (any of which makes him a “Resident”) in the state or country that requires the project to be licensed.
Buyer represents and warrants that he is NOT: (1) a Resident of a jurisdiction in which access to or use of the Company services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (2) a Resident of, or located in, a jurisdiction that is subject to sanctions or embargoes, or (3) an individual, or an individual residing/having a citizenship in the U.S. Buyer agrees that if his country of residence or other circumstances change such that the above representations are no longer accurate, he will immediately cease using the Company Services. Buyer further represents and warrants that if he is purchasing NFTs on behalf of a legal entity: (1) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (2) he is duly authorized by such legal entity to act on its behalf.
Buyer represents and warrants that all of the representations and warranties he is making in this Agreement are true and accurate as of the date of his payment in accordance with this Agreement is transferred to the Company. If any representations and warranties are not true and accurate prior to acceptance of this Purchase Agreement, he shall give prompt written notice of this fact to the Company specifying which representations and warranties are not true and accurate and the reasons why they are not. Buyer agrees to notify the Company promptly if there is any change with respect to any of the representations and warranties in this Agreement.
Buyer acknowledges that important information about the material terms of the NFTs is provided in the Agreement and materials placed on the Company website https://elifeclinics.com/, and other resources officially approved by the Company. Such information includes, but is not limited to, details regarding the timing and pricing of NFT, the amount of NFTs offered, and the anticipated use of the Company proceeds. Buyer represents and warrants that he understands and have no objection to these material terms.
Buyer represents and warrants that he has sufficient knowledge, understanding, and experience, either independently or together with Buyer representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic NFTs, NFT wallets and other NFT storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and such knowledge, understanding, and experience enables me to evaluate the merits and risks of purchasing the NFTs.
You acknowledge and agree that there are numerous risks associated with purchasing of NFT, holding NFT, and using NFT for participation in the Eternity Life Clinics Project. If you have any queries or require any clarification regarding these risks, please contact us: email@example.com.
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / NFTS, INCLUDING WITHOUT LIMITATION ETHEREUM, BITCOIN, etc. ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING NFT, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
(A) Uncertain Regulations and Enforcement Actions
The regulatory status of NFT and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including NFTs. Regulatory actions could negatively impact NFTs in various ways. The Seller may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
(B) Risks associated with the Blockchain Protocol
Given that NFTs are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on NFTs. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to NFTs by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.
You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold NFT that you have purchased, including any requisite passwords, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, private key(s) or other access credentials are lost, you may lose access to your NFT. We cannot be responsible for, and are technologically unable to recover any such losses.
(D) Security weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with NFT in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of NFT, which could negatively affect NFT.
(E) Risks associated with markets for Eternity Life Clinics Project
NFT is intended to be used solely within the Eternity Life Clinics Project, hence there may be illiquidity risk with respect to any NFT you hold. NFT is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any liquidity, hard assets or other credit nor is it a “commodity” in the usual and traditional sense of that word. We are not responsible for, nor do we pursue, the circulation of NFT on any market. Trading of NFT will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any NFT from any holder of NFT, including the buyers, nor does anyone guarantee the liquidity or market price of NFT to any extent at any time. Furthermore, NFT may not be resold to a buyer who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to buyers where the purchase of NFT may be in violation of applicable laws. Accordingly, we cannot ensure that there will be any demand or market for NFT, or that the price you pay for NFT is indicative of any market valuation or market price for NFT. Any secondary market or exchange for trading NFT would be run and operated wholly independently of the Company and NFT Minting Event. The Company will not create such secondary markets nor will it act as an exchange for NFT. Even if secondary trading of NFT is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to NFT (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for NFT, and/or diminish to zero.
(F) Risk of Uninsured Losses
NFT is uninsured unless you specifically obtain private insurance to insure them. In the event of loss there is no public insurer or private insurance arranged by us, to offer recourse to you.
(G) Taxation risks
The tax characterization of NFT is uncertain. You must seek your own tax advice in connection with the purchase, holding and/or usage of NFT, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying NFT and attempt to re-create similar facilities. The Eternity Life Clinics Project may be required to compete with these alternative networks, which could negatively impact NFTs.
(I) Risk of Dissolution of the Seller
Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of NFT, due to delays, lack of investments, negative adoption of the Eternity Life Clinics Project, the failure of commercial relationships, or intellectual property ownership challenges, the Eternity Life Clinics Project may no longer be viable to operate and the Seller or the company may be dissolved.
(J) Risks Arising from Lack of Governance Rights
Because NFT confers no governance rights of any kind with respect to the Company, all decisions in the Project will be made by the Company at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services of Eternity Life Clinics Project, to create and sell more NFT for use within Eternity Life Clinics Project, or to sell or liquidate any Company’s parent company or subsidiary. These decisions could adversely affect the Eternity Life Clinics Project and NFT you hold.
(K) Loss of Talent
The development of the Eternity Life Clinics Project depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the Eternity Life Clinics Project or its future development. Furthermore, stability and cohesion within the team is critical to the overall development of the Eternity Life Clinics Project. That are is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
(L) Failure to develop
There is the risk that the development of the Eternity Life Clinics Project will not be executed or implemented as planned in full or partially, some units or services may not be developed or may not become available, for a variety of reasons, including without limitation the event of a decline in the prices any digital asset, of cryptocurrency or NFT, lack of investments, loss of talents, unforeseen technical difficulties, and shortage of development funds for activities. The Buyer understands and accepts that access to certain services and technology is subject to their availability. The Company cannot guarantee availability of certain service or technology that the Buyer may need.
(M) Other risks
In addition to the above-mentioned risks, there are other risks associated with your purchase, holding and usage of NFT, including those that the Seller cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the aforementioned risks.
Unless otherwise expressly stated herein, all communications under this Agreement will be in writing and may be made by email. Any notice required or permitted by this Agreement will be deemed sufficient when sent by email to the following address: firstname.lastname@example.org.
By signing this Agreement Parties undertake to keep the confidentiality of all the information in connection with the negotiations, relationship or the Agreement between the Parties by not making them public or available to any third parties, not using them for their own business purposes and are making all required measures and provides all required conditions to prevent third parties’ access. Parties are liable for any breach of the abovementioned confidentiality obligation.
Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by the Buyer without the prior written consent of the Company.
8. Intellectual property
The Seller, as the case may be retains all right, title and interest in all of that entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Seller’s intellectual property for any reason whatsoever.
9.1. The Buyer bears the sole responsibility to determine if his/her usage of Project’s Services, transfer of NFT to the Smart Contract System, the creation, acceptance, ownership or use of NFTs, the potential appreciation or depreciation in the value of NFTs over time (if any), the allocation of NFTs and/or any other actions or transactions related to the Project has tax implications for the Buyer.
9.2. By creating, holding, or using NFTs, and to the extent permitted by law, the Buyer agrees not to hold any third party (including developers, auditors, contractors or founders of the Project) liable for any tax liability associated with or arising from the creation, ownership or use of NFTs or any other action or transaction related to the Project.
10. No Warranty
The Buyer understands and expressly accepts that there is no warranty whatsoever on NFTs, and/or the success of the Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and NFTs are created and obtained at the sole risk of the Buyer on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
11. No Liability
11.1. The Buyer acknowledges and agrees that, to the extent permitted by any applicable law, the Buyer will not hold any developers, auditors, contractors or founders of the NFTs, the Smart Contract System and/or the Company liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, NFTs or the Smart Contract System under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors contractors or founders of the Smart Contract System, the Company and/or the Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract System, the Platform and/or the NFTs.
11.2. The Buyer further specifically acknowledges that developers, auditors, contractors or founders of the Platform, Smart Contract System and/or the Project are not liable, and the Buyer agrees not to hold them liable for the conduct of third parties, including other creators of the Company, and that the risk of creating, holding and using NFTs rests entirely with the Buyer.
11.3. By minting, accepting, holding or using NFTs, and to the extent permitted by law, the Buyer agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation, allocation, ownership or use of NFTs or any other actions or transactions related to the Project.
In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this agreement operate or would prospectively operate to invalidate this agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this agreement and the remaining provisions of this agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
This Agreement, and all rights and obligations hereunder, will be governed by and construed in accordance with the laws of the Republic of Lithuania, and the competent courts according to the registered seat of the Company shall have exclusive jurisdiction to settle any dispute arising in connection with this agreement.
The Seller has the right to terminate this Agreement and fine the Buyer without any notice because of the violation of AML and KYC policies in following cases:
- when Buyer fails to pass the verification;
- when Buyer is a resident or citizen of restricted jurisdiction;
- when Buyer provided the fake documents or we suspect he/her provided the fake documents.
15. Force Majeure
15.1. The Company shall not be in breach of this Agreement if there is any loss or damage, and shall not be liable or responsible for any loss or damage, incurred by the Buyer as a result of, any total or partial failure, interruption or delay in performance of its duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or authority or any investment exchange and/or clearing system, war, civil commotion, terrorism, failure of any computer system, interruptions of power supplied, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond the Company’s control.
15.2. The Company shall as soon as reasonably possible intimate the Buyer of the force majeure, the nature of the damages/breach and the steps taken by the Company to remedy the same.
This Agreement represents the full and final agreement between the Parties with respect to the matters addressed herein.
By purchasing Company NFTs you confirm that you enter into this Agreement with serious intention, of your free and true will, have read and accepted its content.