By signing up for an account on the Site, connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Services, signing any form of NFT Purchase agreement with us, or otherwise using or accessing the Services, Perks or any Keepers NFTs, you expressly acknowledge that you have read and agree to these Terms. If any provision contained in these Terms conflicts with any provision in any NFT Purchase Agreement, the provision contained in the said Agreement shall govern and control, unless otherwise intended by the Parties.
By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site or any other Services.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST KEEPERS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Each Keepers NFT is a non-fungible Ethereum-based token (“NFT”) that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Keepers NFTs are outside of the control of any one party, including KEEPERS, and are subject to many risks and uncertainties. KEEPERS neither owns nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Keepers NFTs (“Transaction”), and that, except with respect to transferring control of a Keepers NFT to the initial purchaser through the Services (“Initial Purchaser”), KEEPERS has no responsibility with respect to any Transaction. KEEPERS will not be liable for the acts or omissions of any third parties, nor will KEEPERS be liable for any damage that you may suffer as a result of your Transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of Keepers NFT to the Initial Purchaser, KEEPERS has no control over the transfer, storage, ownership or maintenance of the Keepers NFT.
KEEPERS reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that KEEPERS will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Keepers NFT.
Collector (as defined below) of a Keepers NFT may receive special perks, experiences, or opportunities as determined by KEEPERS in its sole discretion (“Perks”) after the Keepers NFTs are first made available for sale (i.e., dropped) by KEEPERS. KEEPERS does not make any representation, warranty or guarantee that any Collector will receive any perks or achieve any particular outcome as a result of owning any Keepers NFT.
KEEPERS reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for failure to comply with these Terms, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and KEEPERS makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a Keepers NFT.
In order to access and use the Services, including to engage in a Transaction, you must have and connect your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services (“Wallet”). Wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any wallet-related authentication credentials, including any seed phrase or private cryptocurrency keys, as well as NFTs or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of Keepers NFTs and/or other assets held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). KEEPERS is not responsible for managing and maintaining the security of your Wallet. KEEPERS has no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials.
When each Keepers NFT is sold for the first time, the agreement for sale is between KEEPERS and the Initial Purchaser. If the Initial Purchaser decides to sell a Keepers NFT (“Secondary Sale”), then KEEPERS is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
If you or any owner of a Keepers NFT (“Collector”) sells or transfers a Keepers NFT to another collector, (a) then you, as Collector, represents and warrants that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of such Keepers NFT and the Collector License to the underlying NFT IP (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such Keepers NFT, will cease to have any further rights to such Keepers NFT or underlying NFT IP.
By placing an order on the Site or through the Services, you agree that you are submitting a binding offer to purchase a Keepers NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize KEEPERS to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to KEEPERS. If you are not the Initial Purchaser of a Keepers NFT, then amounts may be paid to the seller of such Keepers NFT.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or Keepers NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Keepers NFT).
You acknowledge and agree that KEEPERS (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the content underlying Keepers NFT (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, KEEPERS has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Collector Licenses.
Subject to continued compliance with these Terms, KEEPERS grants Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector's non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Keepers NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Keepers NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Keepers NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Keepers NFT, the Collector may not make commercial use of the NFT IP.
The information on this Site and any information provided in connection with the Services or Perks are provided to Keepers NFT owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset.
The information on this Site and any information provided in connection with the Services or Perks provided to Keepers NFT owners are provided solely on the basis that you will make your own transaction decisions, and KEEPERS does not take account of any person's financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to Keepers NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).
The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to Keepers NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under any relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, or any information provided in connection with the Services or Perks provided to Keepers NFT owners or to which you may independently have access.
There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR KEEPERS NFT COLLECTORS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A DIGITAL ASSET.
You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the KEEPER's express prior written consent in each case:
Interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
Violate any applicable local, state, national or international law, or any regulations having the force of law.
Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
Use the Services or any Keepers NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;
Use the Services or any Keepers NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or
Use the Services or any Keepers NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
By accessing the information on the Keepers NFT that is contained herein and in the Site (the “Information”), or by purchasing a Keepers NFT, you represent and warrant that:
you are over 18 (eighteen) years of age;
you agree, accept, and acknowledge that the Keepers NFTs do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction for any purpose;
you agree and acknowledge that the Information does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities;
you agree and acknowledge that no regulatory authority has examined or approved of the Information, and presently there is no plan for the Information to be so reviewed;
the distribution or dissemination of the Information, any part thereof, or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
you will not make any representation to any person regarding the Keepers NFTs that conflict with these Terms;
you agree and acknowledge that in the case where you wish to purchase any Keepers NFTs, the Keepers NFTs are not to be construed, interpreted, classified or treated as:
debentures, stocks or shares issued by any person or entity;
rights, options or derivatives in respect of such debentures, stocks or shares;
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;
units in a collective investment scheme;
units in a business trust;
derivatives of units in a business trust;
any other security or class of securities; or
any type of investment
you are fully aware of and understand that you are not eligible to purchase any Keepers NFTs or access the Information if you are a citizen, national, resident (tax or otherwise) of an internationally sanctioned country.
you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of NFTs, cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
you are fully aware and understand, there are risks associated with: (a) Keepers and its business and operations; (b) the Keepers NFTs; (c) storage of the Keepers NFTs, and (d) relying or acting on all or any part of the Information;
you agree and acknowledge that we are not liable for any direct, indirect, special, incidental, consequential, or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Information or any part thereof by you; and
you agree with all additional representations contained in Schedule 2 of these Terms
all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Information.
Please note the following risks in accessing, purchasing, selling or using Keepers NFTs: The price and liquidity of blockchain assets, including Keepers NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Keepers NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Keepers NFTs. Keepers NFTs are not legal tender and are not backed by any government. Transactions of Keepers NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Keepers NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Keepers NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Keepers NFTs, which may result in the potential for permanent and total loss of value of a particular Keepers NFT.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Keepers NFTs, including the suitability and appropriateness of, and investment strategies for Keepers NFTs. You agree and understand that you access and use the Services, Keepers NFTs, NFT IP, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with Keepers NFTs and other digital assets. You agree and understand that Keepers will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Keepers NFTs, however caused. Please refer to Schedule 1 of these Terms for an additional list of Risk Factors that you will need to consider before purchasing, selling or using Keepers NFTs.
YOUR USE OF THE SERVICES, KEEPERS NFTs, NFT IP AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY KEEPERS, THE SERVICES, PERKS, SERVICES CONTENT, AND ANY AND ALL KEEPERS NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
KEEPERS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, KEEPERS NFTs, NFT IP OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, KEEPERS NFTs, NFT IP OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, KEEPERS COLLECTIVE NFTs, NFT IP OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, KEEPERS NFTs, NFT IP OR PERKS, OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, KEEPERS NFTs OR PERKS WILL MEET YOUR EXPECTATIONS.
KEEPERS AND ITS AFFILIATES AND ITS AND THEIR REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, KEEPERS NFTs, NFT IP OR PERKS. KEEPERS DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
KEEPERS NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT KEEPERS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY KEEPERS NFT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEEPERS OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, KEEPERS NFTs, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, KEEPERS NFT, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF KEEPERS OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, KEEPERS NFT, NFT IP OR PERKS EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, KEEPERS NFTs, NFT IP OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless KEEPERS and its affiliates and its and their Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site or other Services, Services Content, KEEPERS Collective NFTs, NFT IP or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify KEEPERS of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
You agree that KEEPERS, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if KEEPERS believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. KEEPERS may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that KEEPERS may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that KEEPERS will not be liable to you or any third party for any termination of your access to the Services or Perks.
You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, KEEPERS NFTs, NFT IP or Perks, and KEEPERS will have no liability or responsibility with respect thereto. KEEPERS reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector.
This Agreement shall be governed by the laws of the Republic of the Philippines. The Parties shall attempt in good faith to amicably settle any dispute within thirty (30) days from notice, failing which, the dispute shall be submitted by either Party to the Philippine Dispute Resolution Centre, Inc. (“PDRCI”) for arbitration in accordance with the domestic rules of arbitration of the PDRCI then presently in force insofar as these are not inconsistent with the terms on dispute resolution by binding arbitration below. The Parties, by mutual consent, shall appoint one (1) arbitrator, who will hear and settle the disagreement or dispute. If no mutual arbitrator is appointed by the Parties, then the PDRCI shall be requested to appoint one. The administrative costs of the arbitration shall be allocated by the arbitrator between the Parties involved in the proceedings and shall be set forth in the arbitral award. Any award or judgment, if unsatisfied, shall be enforceable in the courts of the Philippines. The seat of arbitration shall likewise be in the Philippines. The language of arbitration shall be English. Prior to the resolution of the dispute, the Parties must continue to perform their respective obligations under this Agreement, including all pre-existing obligations which are subject of the dispute, except only to the extent that the lack of resolution of the dispute prevents such performance.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and KEEPERS, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, KEEPERS NFTs, NFT IP, Perks, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and KEEPERS are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.
YOU AND KEEPERS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND KEEPERS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
KEEPERS is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing KEEPERS at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to KEEPERS should be sent to KEEPERS - 1st Floor Vine Building 5663 Alfonso Street Barangay Poblacion Makati (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If KEEPERS and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or KEEPERS may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by KEEPERS or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or KEEPERS is entitled.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
Notwithstanding any provision in these Terms to the contrary, KEEPERS agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending KEEPERS written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You may not assign the Terms without the prior written consent of KEEPERS, but KEEPERS may assign or transfer these Terms, in whole or in part, without restriction.
These Terms constitute the entire agreement between you and KEEPERS and govern your use of the Services, KEEPERS NFTs, NFT IP and Perks, superseding any prior agreements between you and KEEPERS with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of KEEPERS to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any KEEPERS NFT, NFT IP, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. KEEPERS may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.
RISKS RELATING TO THE KEEPERS NFT ( “PROJECT”)
There are unanticipated risks arising from the technology the Project and there may be weaknesses, vulnerabilities or bugs in the protocols, systems, and smart contracts in connection with the Project
Technology for the use NFTs and smart contract technology to be deployed in connection with the Project are a relatively new and dynamic technology. In addition to the risks included herein, there are other risks associated with the Buyer’s purchase, holding and use of the NFTs, including those that KEEPERS (the “Vendor”) and/or it’s affiliates (the “Project Group”) cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.
The Project Group will make reasonable efforts to ensure that the protocols, systems, and smart contracts in connection with the NFTs and/or the Project are audited, tested, and approved by technical experts. However, as smart contract technology is still in its early stage of development and its application of experimental nature carries significant operation, technological, financial, regulatory and reputational risks, there are inherent risks that such protocols, systems and/or smart contracts could contain weaknesses, vulnerabilities or bugs.
Purchasers of Tokens should understand and accept that there are no warranties that NFTs are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materialize, the business strategies, results of operations and outlook of the Vendor and/or the Project Group may also be adversely affected.
Regulations governing distributed ledger technologies, cryptographic tokens such as the NFTs and the Project are uncertain, and regulations or policies may materially adversely affect the development of the Project and the utility of the Tokens
Regulation of NFTs, distributed ledger technologies and marketplaces for trading of NFTs undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty.
Legislative and executive bodies worldwide may in the future adopt Laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Project, the adoption and utility of the NFTs or the issue, offer, and sale of the NFTs by the Vendor. Failure by the Vendor and/or the Project Group or users of the Project and/or NFTs to comply with any Laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
Various jurisdictions may, in the near future, adopt Laws, regulations or directives that affect the Project. Such Laws, regulations or directives may directly and negatively impact the business of the Vendor and/or the Project Group. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Project and the adoption and utility of the NFTs, and accordingly, demand for and value of the NFTs.
The Vendor, the Project Group, the Project, and/or the NFTs may be affected by newly implemented regulations relating to distributed ledger technology, cryptographic tokens and smart contract technology, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Project.
This may impact the appeal of the Project for users and result in decreased usage of the Project. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, launching the Project may no longer be commercially viable and the Vendor and/or the Project Group may opt to discontinue the Project and/or the NFTs.
The Vendor and/or the Project Group may also have to cease operations in a jurisdiction that makes it illegal to operate the Project in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction, which may then adversely affect the adoption of the Project and the NFTs for use with the Project, and accordingly, demand for and value of the NFTs.
The tax treatment of this Agreement and the Tokens are uncertain and there may be adverse tax consequences for the Buyer upon certain future events
The tax characterization of this Agreement and the NFTs are uncertain, and the Buyer must seek its own tax advice in connection with a purchase of Tokens. A purchase of NFTs pursuant to this Agreement may result in adverse tax consequences to the Buyer, including withholding taxes, income taxes, and tax reporting requirements. The Buyer should consult with and must rely upon the advice of its own professional tax advisors with respect to tax treatment of a purchase of NFTs pursuant to this Agreement.
Future sales of the NFTs could materially and adversely affect the market price of NFTs
Any future sale of the NFTs would increase the supply of NFTs in the market and this may result in a downward price pressure on the NFTs. The sale or distribution of a significant number of NFTs, particularly at a price lower than the price at which Buyer had acquired a NFTs, or the perception that such further sales or issuance may occur, could adversely affect the market price of the NFTs.
Negative publicity may materially and adversely affect the price of the NFTs
Negative publicity involving the Vendor, the Project Group, the Project, and/or any of the key personnel of the Vendor and/or the Project Group may materially and adversely affect the adoption or market perception of the Project and/or adoption, market perception and/or market price of the NFTs, whether or not such negative publicity is justified.
There is no assurance of any success of the Project
The utility and hence market demand for and value of the NFTs hinges heavily on the performance of the Project. There is no assurance that the Project will gain traction after its launch and achieve any success.
The Project has not been fully developed, finalized, and integrated and is subject to further changes, updates, and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.
While the Vendor has made every effort to provide a realistic estimate, there is also no assurance that the Project Group will have sufficient resources for the development and integration of the Project. For the foregoing or any other reason, the development and integration of the Project may not be completed and there is no assurance that it will be launched at all. In such an event, the NFTs may have no or minimal utility and hence no or minimal market demand and value.
Even if the Project is fully developed, there is no assurance that its systems, protocols, or products will be widely adopted or utilized by its target users that would increase use of the Tokens, or demand for or value of the NFTs.
The trading price of the NFTs may fluctuate
The prices of NFTs in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. A decrease in the price of a single blockchain asset may
cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the NFTs. The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Vendor and/or the Project Group:
new technical innovations;
analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the financial and business performance of the Vendor and/or the Project Group;
changes in market adoption and demand and NFTs prices of projects with operations similar to that of the Vendor and/or the Project Group that may be made available for sale and purchase on the same marketplaces as the Tokens;
changes in the software, software requirements or hardware requirements underlying the Project’s protocols;
announcements by the Vendor and/or the Project Group of significant events, for example, partnerships, sponsorships, or new product development;
additions or departures of key personnel of the Vendor and/or the Project Group;
success or failure of the management of the Vendor and/or the Project Group in implementing business and growth strategies; and
changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.
RISKS RELATING TO THE VENDOR AND THE PROJECT GROUP
The Project is initiated by the Vendor and the Project Group. Any events or circumstances which adversely affect the Vendor and/or the Project Group may have a corresponding adverse effect on the Project if such events or circumstances affect the development and roll-out of the Project.
The Vendor and/or the Project Group may be forced to cease operations
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, the inability of the Vendor and/or the Project Group to establish the Project or the Tokens’ utility, the failure of commercial relationships, the development of competing technology or intellectual property ownership challenges, the Vendor and/or the Project Group may no longer be viable to operate and the Vendor and/or the Project Group may dissolve or take actions that result in a dissolution of the Vendor and/or the Project Group.
The Vendor and/or the Project Group may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network of the Vendor and/or the Project Group, and/or the Project
The Vendor and/or the Project Group is/are unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the Project, the Tokens or any technology (including but not limited to smart contract technology) on which the Project Group, the Project, the Tokens rely or on the blockchain(s) applicable to the Settlement Digital Asset, or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Vendor and/or the Project Group may not be able to detect such hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
The network or services of the Vendor and/or the Project Group, which would include the Project, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of their services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the control of the Vendor and/or the Project Group.
Although the Vendor and the Project Group will be taking steps against malicious attacks on their infrastructure, which are critical for the initiation and maintenance of the Project and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the enhanced security measures of the Vendor and/or the Project Group will be effective. The Vendor and/or the Project Group may be prone to attacks on their infrastructure intended to steal information or take other actions that would be damaging to the Vendor, the Project Group, and/or users of the Project. Any significant breach of the security measures of the Vendor and/or the Project Group or other disruptions resulting in a compromise of the usability, stability and security of the network or services of the Vendor and/or the Project Group (including the Project) may adversely affect the adoption of the Project and the Tokens for use with the Project, and accordingly, demand for and value of the NFTs.
Security breaches or unauthorized access to personal information may also expose the Project Group to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until after they are launched against a target, the Project Group may be unable to anticipate, detect or adequately address them. In addition, certain jurisdictions have laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures are costly to implement and the Project Group may not have the capability to implement such compliance procedures.
NFTs holders will have no control over the Vendor and/or the Project Group
The holders of NFTs are not and will not be entitled to vote or receive dividends or distributions and are not and will not be treated as the holder of shares in the Vendor and/or the Project Group for any purpose, nor will anything be construed to confer on the Buyer any of the rights of a member of the Vendor and/or the Project Group or any right to vote for the election of directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
The Buyer may lack information in respect of the Vendor, the Project Group, the NFTs, and/or the Project
The Buyer may not be able to obtain all the information it would want regarding the Vendor, the Project Group, the TNFTs, and/or the Project, on a timely basis or at all. It is possible that the Buyer may not be aware on a timely basis of material adverse changes that have occurred. Information in relation to the development of Tokens may also be highly technical by nature. As a result of these difficulties, as well as other uncertainties, the Buyer may not have accurate or accessible information about the Vendor, the Project Group, the NFTs, and/or the Project.
The Project Group may be the subject of legal proceedings
The Project Group may become involved in legal proceedings in the future. The results of such legal proceedings and claims cannot be predicted with certainty, and regardless of the outcome, legal proceedings could have an adverse impact on the Project Group’s business or the development of the Project’s protocols because of defense and settlement costs, diversion of resources and other factors.
There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of the Vendor and/or the Project Group
The activities of the Vendor, the Project Group, and/or the Project may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of the Vendor and/or the Project Group. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the business strategies, results of operations and outlook of the Vendor and/or the Project Group may be materially and adversely affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Vendor, the Project Group, the developers, data providers and/or data consumers have operations in the future, market sentiment could be adversely affected and this may have a negative impact on the Project and community.
ADDITIONAL BUYER REPRESENTATIONS
You, the Buyer hereby represent, warrant and undertake to the Vendor, as of the date hereof, as follows:
Eligibility. The Buyer is not:
where the Buyer is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction as defined in Schedule 3 hereof;
where the Buyer is a body corporate, a body corporate:
which is incorporated in, or operates out of, an Excluded Jurisdiction; or
which is wholly or partially owned by or under the control of (aa) one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (bb) one or more entities which is incorporated in, or operates out of, an Excluded Jurisdiction; and/or (cc) a Designated Person / Entity.
an individual or body corporate : (i) included in the international sanctions lists or subject to measures imposed by the United Nations Security Council, or (ii) designated by the relevant regulatory authorities in the Philippines as subject to such sanctions in compliance with international treaties (“Designated Person / Entity”); and/or
an individual or body corporate who is otherwise prohibited or ineligible in any way, whether in full or in part, under any Law applicable thereto from participating in any part of the transactions contemplated in this Agreement, (collectively, “Excluded Persons”).
No Dealings from Excluded Jurisdiction or involving Excluded Person. The Buyer is not negotiating, executing, delivering or performing this Agreement in an Excluded Jurisdiction, nor shall the Buyer be negotiating, executing, delivering or performing this Agreement on behalf of, or under the control or direction of any Excluded Person.
Formation and standing. The Buyer is either (a) an individual; or (b) an entity duly incorporated or formed, validly existing, and in good standing under the Laws of the Buyer’s jurisdiction of incorporation or formation, and having full right, power, capacity and authority to enter into and consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.
Authorization of agreement, etc. The Buyer has all requisite power and authority to execute and deliver this Agreement and purchase the Keepers NFTs ( or the “Buyer NFTs” or “NFTs”) and to carry out and perform its obligations under this Agreement, and this Agreement will constitute a legal, valid, and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
Compliance with Laws and other instruments. The execution of, and performance by the Buyer of the Buyer’s obligations under this Agreement will not result in:
any violation of, be in conflict with in any material respect, or constitute a material default under:
to the extent that the Buyer is a corporation, any provision of the Buyer’s articles of incorporation, by laws or any such constitutive document;
any provision of any permit, license, judgment, decree or order to which the Buyer is a party, by which it is bound, or to which any of its material assets are subject;
any material contract, obligation, or commitment to which the Buyer is a party or by which it is bound; and/or
any Laws applicable to the Buyer; and/or
the creation of any material lien, charge or Encumbrance upon any material assets of the Buyer.
No consents or approvals. The execution and delivery of and performance under this Agreement by the Buyer require no approval or other action from any relevant governmental authority or person.
Prohibition on syndication. The Buyer is purchasing all the NFTs as principal and not on behalf of an agent of, or jointly with, another person, and the Buyer is not acting as an agent, trustee, commissionaire, nominee or in any other similar capacity on behalf of another Person in relation to the dealing in and/or holding of the Buyer NFTs.
Transfer(s) of NFTs.
Save in accordance with applicable Laws and the provisions hereof, the Buyer
will not, directly or indirectly, transfer the Buyer NFTs; and (ii) has not entered into any agreement or arrangement (including any derivatives arrangement) for or in connection with, and is not purchasing the Buyer NFTs with the view of entering into any agreement or arrangement (including any derivatives arrangement) with another Person for or in connection with, the resale or transfer of the Buyer NFTs, or under which the economic benefits and risks of the Buyer NFTs would pass on, to such Person.
The Buyer also understands that to the extent that the NFTs (including the Buyer NFTs) are considered securities or other regulated products or instruments under the Laws of any jurisdiction in which the NFTs are to be traded or subject of secondary transfers, such trades or secondary transfers of the NFTs (including the Buyer NFTs) may be restricted by such Laws, and that no market exists or is expected to develop for the NFTs (including the Buyer NFTs).
Changes to NFTs. The Buyer acknowledges that the Project Group has the sole and absolute discretion in revising the characteristics of the NFTs (including the Buyer NFTs).
The Project Documents. The Buyer has received a copy of the current version of the Project Documents prepared in relation to the Project and has carefully read and understands the contents of such Project Documents. For purposes of these Terms, Project Documents shall mean the whitepaper or litepaper, explaining, among other things, but in particular, the Project. The Buyer acknowledges that the Project Documents may change during the time leading up to or after the final Tranche Delivery Date in the Project Group’s sole and absolute discretion, and the Buyer accepts the obligation to promptly read new versions of the Project Documents, which will be made available by the Vendor to the Buyer via any of the Project Channels. The Buyer acknowledges, agrees, and warrants that the Vendor shall not have any obligation to provide or to procure the provision of any refund to the Buyer under this Agreement notwithstanding any amendment to the Project Documents, including but not limited to amendments to the NFTs characteristics.
Significant risks. The Buyer acknowledges and understands that the Project and the creation and distribution of the NFTs (including the Buyer NFTs) involve significant risks, including but not limited to the risks set out in Schedule 1.
NFTs are not Investments. The Buyer agrees, accepts, and acknowledges that the NFTs do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction for any purpose, and that the Project Group does not in any way promote or represent that the Buyer should expect that it will profit from either this Agreement or any secondary transfer of such NFTs.
Evaluation of and ability to bear risks. The Buyer has such knowledge and experience in financial matters, business, and technology, including but not limited to blockchain technology and other considerations relating thereto to be able to evaluate the risks and merits of:
the Project in such structure or form as it may take from time to time, including any changes, revisions or amendments; and
the Buyer NFTs to be purchased by the Buyer pursuant to this Agreement,
and is able to bear such risks including but not limited to the risks set out in Schedule 5, and the Buyer acknowledges that the Vendor bears no liability or responsibility to the Buyer with respect to the risks associated with or relating to the creation, purchase and distribution of the Buyer NFTs.
Taxes. The Buyer acknowledges and understands that:
the sale and/or purchase of Buyer NFTs may have tax consequences, and any sales tax, value added tax, goods and services tax, consumption tax or an equivalent levy on digital services (“Tax Amount”) that is imposed in any jurisdiction on the sale and/or purchase of Buyer NFTs shall be borne by the Buyer. In the event that any Tax Amount, or any part thereof, remains payable and outstanding, the Vendor shall be entitled to withhold delivery of the Buyer NFTs (in part or in full), until the Buyer has, to the satisfaction of the Vendor, made or procured payment of the Tax Amount to the Vendor;
the Buyer is solely responsible for the Buyer’s compliance with the Buyer’s tax obligations;
the Vendor bears no liability or responsibility with respect to any tax consequences to the Buyer; and
to the extent that the Vendor bears or is otherwise subject to any tax consequences of the Buyer or any Tax Amount, the Buyer undertakes to indemnify the Vendor for all such tax consequences of the Buyer or Tax Amounts borne by the Vendor, and all associated costs and expenses incurred by the Vendor arising therefrom.
Anti-money laundering and Sanctions compliance.
Anti-money laundering & counter-terrorism financing. The Buyer represents and warrants to the Vendor that the Buyer complies with all anti-money laundering and anti-terrorism-financing requirements in all applicable jurisdictions.
Sanctions compliance. Neither the Buyer, nor any Person having a direct or indirect beneficial interest in the Buyer or the Buyer NFTs being purchased by the Buyer, nor any Person for whom the Buyer is acting is an Excluded Person or:
is the subject of sanctions administered or enforced by the Philippines, the United States of America (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom of Great Britain and Northern Ireland, the European Union or any other Governmental Authority (collectively, “Sanctions”);
is located, organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Somalia, South Sudan, Sudan, and Yemen) (“Sanctioned Countries”);
has engaged in and is not now engaged in any dealings or transactions with any government, Person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction, is or was the subject of any Sanctions; or
is otherwise a party with which the Vendor is prohibited from dealing with under applicable Laws.
Truth and Accuracy. All the documents and information furnished by the Buyer to the Vendor pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.
Purpose of Purchase. The Buyer NFTs are intended for use by the Buyer in respect of the Project, and the Buyer acknowledges that the Buyer NFTs may not have any functional use, merchantability, investment or economic value, and the Buyer (a) is not purchasing the Buyer NFTs for any reason other than to gain access to certain activities in relation to the Project; and (b) there are no expectations on the Buyer’s part as to the Buyer NFTs having any investment, economic or market value.
Security of Buyer NFTs Receiving Address. For the purposes of receipt of Buyer NFTs in accordance with this Agreement, the Buyer acknowledges and accepts that it has the sole responsibility to establish and/or maintain in fully operational, secure and valid status, access to its Buyer NFTs Receiving Address, the credentials for access of such Buyer NFTs Receiving Address, and the private keys of such Buyer NFTs Receiving Address.
High-risk jurisdictions that have significant strategic deficiencies in their regimes to counter money laundering, terrorist financing, and financing of proliferation most recently identified by the Financial Action Task Force at <https://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions/documents/call-for-action-october-2022.html> (last accessed on 10 January 2022).
Any jurisdictions in which designated individuals and entities are identified by the Bangko Sentral ng Pilipinas, Anti Money Laundering Council, and other government agencies for purposes of complying with relevant banking, anti-money laundering and terrorism financing prevention and suppression laws and regulations, if any.
Any jurisdiction in which the NFT Sale is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the Laws, regulatory requirements or rules in such jurisdiction.