Schedule 1- Standard NFTs Terms of Sale

1.                 About these Terms of Sale and the contract between the Buyer and the Seller

1.1               These Terms of Sale apply to the sale and purchase of NFTs. They also specify the rights to the underlying images and videos ( Digital Art ).

1.2               A legally binding agreement incorporating these terms will come into existence between the seller of the NFT ( Seller ) and the buyer of the NFT ( Buyer ) when the Buyer’s offer is accepted by the Seller, as determined or confirmed by the marketplace or platform ( Platform ) where the sale is concluded ( Contract for Sale ). No other person will be a party to the Contract for Sale between the Seller and the Buyer.

2.                 No right to cancel

Due to the irreversible nature of all blockchain transactions and, and the fact that the minting/purchase (as applicable) and delivery of the NFT takes place immediately and is irreversible, the Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.

3.                 Payment and the delivery of the NFT

3.1               As a pre-condition to the purchase of the NFT, the Buyer must:

3.1.1           make a payment in full in any nominated digital currency or via any other nominated payment method (as specified on the Platform) to the digital wallet address or bank account nominated by the Seller, and in the amount stated on the Platform at the time of the acceptance of the Buyer’s offer by the Seller ( Purchase Price ); and

3.1.2           provide the Seller with its digital wallet address by linking its wallet with the Platform or by any other means specified by the Platform . The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.

3.2               The Seller will transfer the NFT to the digital wallet address provided or specified by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the NFT and receipt of the Purchase Price from the Seller.

3.3               In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the NFT to the Seller by transferring it back to the wallet address of the Seller.

4.                 Right to use the Digital Art

4.1               The Buyer acknowledges that the transfer of the NFT to the Buyer under section 4.1 of these Terms of Sale does not transfer the ownership of the underlying Digital Art. Instead, the Seller hereby grants to the Buyer, with effect from the moment of transfer of the NFT to the Buyer a worldwide, perpetual, irrevocable (subject to any breach by the Buyer of section 4.3 or the restrictions set out in section 5), exclusive, transferable, royalty-free licence to use and display the Digital Art, for as long as the Buyer owns the NFT, for personal purpose, with no right to commercially exploit, reproduce, display, distribute, prepare derivative works based on the Digital Art or part of it.

4.2               All rights of the Buyer to use the Digital Art set out in section 4.1 will terminate immediately upon the transfer of the NFT by the Buyer to a third party, subject to these Terms of Sale and any other applicable terms.

4.3               The Buyer acknowledges and agrees that in the case of any onward sale of the NFT, the licence to the Digital Art must be on the same terms as set out in these Terms of Sale, including the restrictions specified in section 5. Any sale of the NFT which purports to modify the terms of the licence or the restrictions on use of the Digital Art will result in the automatic termination of the licence to the Digital Art.

5.                 Restrictions on the use of the Digital Art

5.1               The Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:

5.1.1           trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Art;

5.1.2           take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Digital Art, or contravene the moral rights of the creator of the Digital Art;

5.1.3           use the Digital Art in connection with any illegal activities;

5.1.4           create any financial instrument or derivative product based on the NFT; or

5.1.5           use the Digital Art in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring the Seller into disrepute.

5.2               Any use in breach of the restrictions set out in section  5.1  or in breach of the conditions on the right of use set out in section 4.1 will result in the automatic termination of the licence to use the Digital Art granted under section 4.1.

6.                 Governing law and jurisdiction

6.1               This Contract of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.