NFT PURCHASE AGREEMENT
Last Updated: 07/28/2022
THIS NFT PURCHASE AGREEMENT (“Purchase Agreement”), is a legal and binding contract between Doxxed Co, a Wyoming corporation and its successors and assigns (hereinafter the “Company,” “our”, “us” or “we”), and the party or parties (the “Purchaser”, or “you”) purchasing Doxxed NFT(s) from us through the Website.
The Purchaser is strongly encouraged to seek legal, financial, and tax advice regarding their individual circumstances and objectives in determining whether to purchase NFTs. The information in this Purchase Agreement does not constitute a recommendation by the Company, or any other person, nor does it constitute advice on the merits of purchasing the Doxxed NFTs.
The Purchaser agrees to be bound by any affirmation, assent or agreement that he, she or it transmits to the Company Parties by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent he, she or it gives to receive communications from the Company or any of the Affiliated Entities solely through electronic transmission. The Purchaser agrees that when he, she or it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, the Purchaser’s agreement or consent will be legally binding and enforceable against he, she or it and will be the legal equivalent of his, her or its handwritten signature on an agreement that is printed on paper. The Purchaser agrees that the Company Parties may send the Purchaser electronic copies of any and all communications associated with its purchase of Doxxed NFTs.
When used in this Purchase Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires or unless otherwise expressly provided herein.
“Affiliated Entities” includes, but is not limited to, any partnership, corporation, limited liability company, trust, or other entity or association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, the Company. The term “control” as used in the immediately preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than 25% of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.
“Club” shall mean the Doxxed membership club as described in the Materials.
“Company” means Doxxed Co INC, a Wyoming corporation and its successors and assigns.
“Company Parties” means Doxxed Co INC, the Affiliated Entities and their parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns of each of the foregoing.
“Game” means “Infinity Boardwalk” and the Doxxed Co P2E blockchain based game as described in the Materials.
“How To Play Terms” means the Game’s How to Play Terms published at www.doxxed.co/howtoplay
“Doxxed NFTs” or “NFTs” or “Tokens” means the non-fungible cryptographic tokens that are digital collectibles generated by the Company through the Website.
“Prohibited Jurisdiction” shall mean [(i) the People’s Republic of China, Afghanistan, Belarus, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D'Ivoire, Crimea region of Ukraine, Cuba, El Salvador, Eswatini, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Mali, Moldova, Myanmar, Niger, North Korea, Palestinian Territory, Saint Vincent and the Grenadines, South Sudan, Sudan, Syria, Venezuela, Yemen, Zambia, Zimbabwe; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the European Union and/or Switzerland; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to enter into the Purchase Agreement; or (iv) where the sale of Tokens is prohibited or contrary to local law or regulation, or could subject the Company to any local registration, regulatory or licensing requirements.
“Terms of Service” means the Website Terms of Service published at www.doxxed.co/termsofservice.
“U.S. Person” means a citizen or resident of the United States, a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a partnership or limited liability company or other entity created or organized in or under the laws of the United States, a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust or (ii) the trust properly elected to be treated as a US Person, or any person falling within the definition of the term “United States Person” under the 1933 Act or under any other applicable rules or regulations.
“United States” means the United States of America (including the States and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction.
“Website” means www.doxxed.co
In the Purchase Agreement, unless the context otherwise requires:
- words importing the singular include the plural and vice versa;
- words which are gender neutral or gender specific include each gender;
- other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
- an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
- a reference to “includes” means to include without limitation;
- a reference to a law is a reference to such law as amended, consolidated or replaced;
- a reference to a document includes all amendments or supplements to such document, or replacements or innovations of it;
- a reference to an entity in this Purchase Agreement includes that entity's successors and permitted assigns; and
- all references to currencies or cryptocurrencies shall include any successor currency or cryptocurrency, as the case may be.
No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this document or any part of it.
The titles, subtitles and headings used herein are provided for convenience only and should not be considered in construing or interpreting the Purchase Agreement.
Certain information contained in the Purchase Agreement constitutes “forward looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those described under the section headed “Risk Factors,” actual events or results or the actual performance of Doxxed NFTs, the Website, the Club and the Game may differ materially from those reflected or contemplated in such forward looking statements.
The terms “I,” “me,” “my”, “you” and similar terms used throughout this Purchase Agreement refer to the Purchaser.
2. Doxxed NFTs
Doxxed NFTs are digital collectibles in the form of non-fungible cryptographic tokens which are minted through the www.doxxed.co (or any sub-domain) for sale by and between the initial purchaser of the minted Doxxed NFT and the Company. Any purchase and sale of the Doxxed NFT thereafter is between that particular buyer and seller, and the Company is not a party to any agreement between such buyer and seller of the Doxxed NFT.
Doxxed NFTs are non-fungible tokens designed to be used to access real life Membership Club benefits and play the Game online. Doxxed NFTs have an expected future usage. Such usage will involve access to Membership Club benefits and active participation in the Game to ensure that its function and value proposition are realized.
Doxxed NFTs are not a security of any kind, and they do not represent any right to vote, manage, or share in the profits or proceeds of any legal entity. Doxxed NFTs do not represent ownership of any tangible or intangible asset, and they are not redeemable by any legal entity, except as set described in the How To Play Terms. The Company does not guarantee or suggest any economic return from purchasing the Doxxed NFTs, and you should not purchase Doxxed NFTs for any speculative purposes. Purchase of the Doxxed NFTs should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.
No language in this Purchase Agreement, the Materials, or on the Website should be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate Doxxed NFTs to any kind of:
- money, legal tender or currency, whether fiat or otherwise;
- equity or proprietary interest in any entity, scheme, venture or intellectual property;
- investment in any entity, common enterprise, scheme or venture, taking any form, whether equity, debt, or as a commodity (or any combination thereof, whether to be delivered in the future or otherwise);
- instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, royalty, distribution or other economic returns;
- security, futures contract, derivative, deposit, negotiable instrument (including commercial paper), investment contract or collective investment scheme between the holder and any other person or entity; or
- asset or commodity (whether to be delivered in the future or otherwise), including any asset or commodity that any person or entity is obliged to repurchase or redeem.
Every Purchaser shall have the sole responsibility to attend to and exercise due care with regard to delivery of Doxxed NFTs. Purchaser may decide to use a digital wallet controlled by such Purchaser which is compatible with the Doxxed NFTs. By using a cryptocurrency digital wallet you acknowledge and agree that you are solely responsible for maintaining the security of your wallet, to include any wallet-related authentication credentials, encryptions, security keys, cryptocurrency keys, any other security measures related to such cryptocurrency digital wallet, and assume any risks associated with the use of any such cryptocurrency digital wallet. The Company shall not be liable for any loss or theft after delivery (or simultaneously at the time of attempted delivery) of Doxxed NFTs to the purchaser's cryptocurrency digital wallet, regardless of the reason for such loss or theft.
3. Representations, Warranties and Covenants of the Purchaser
- I represent and warrant that I am of sufficient age to enter into a binding contract, and that I have full legal capacity of conduct under the laws of the jurisdiction where I am domiciled or maintain citizenship.
- I represent and warrant that I: (1) do not reside; (2) am not located; (3) do not have a place of business; or (4) am not conducting business in any Prohibited Jurisdiction.
- I represent and warrant that I am NOT: (1) a Resident of a jurisdiction in the purchase of NFTs is prohibited by applicable law, decree, regulation, treaty, or administrative act, (2) a Resident of, or located in, a jurisdiction that is subject to U.N., U.S., EU, Switzerland or other sovereign country sanctions or embargoes, or (3) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or any other Sovereign Country sanctioned persons’ lit. I agree that if my country of residence or other circumstances change such that the above representations are no longer accurate, I will immediately return the NFTs purchased. I further represent and warrant that if I am purchasing the 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) I am duly authorized by such legal entity to act on its behalf.
- I represent and warrant that all of the representations and warranties I am making in this Purchase Agreement are true and accurate. If any representations and warranties are not true and accurate prior to acceptance of this Purchase Agreement, I 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. I agree to notify the Company promptly if there is any change with respect to any of the representations and warranties in this Purchase Agreement.
- I acknowledge and accept that there are risks associated with purchasing the Doxxed NFTs, and once the Doxxed NFTs are delivered, using Doxxed NFTs on the Website, to access the benefits of the Membership Club, and to play the Game, as more fully disclosed and explained in the Materials. BY PURCHASING THE DOXXED NFTS, I EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
- I represent and warrant that I have sufficient knowledge, understanding, and experience, either independently or together with my purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Materials, and such knowledge, understanding, and experience enables me to evaluate the merits and risks of purchasing the Doxxed NFTs.
- I represent and warrant that I am not purchasing the Doxxed NFTs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
- I agree that at any time in the future at which I may acquire Doxxed NFTs, I shall be deemed to have reaffirmed, as of the date of acquisition of the additional Doxxed NFTs, each and every representation and warranty made by me in this Purchase Agreement, or any other instrument provided by me to the Company in connection with that acquisition, except to the extent modified in writing by me and consented to by the Company.
- I agree on behalf of myself and my successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver any other instruments, documents and statements and to take any other actions as the Company may determine to be necessary or appropriate to comply with applicable law and to effectuate and carry out the purposes of this Purchase Agreement. I further agree that the Company may, in its sole discretion, refuse to sell me Doxxed NFTs if, among other things, I refuse to comply with this provision.
- The Purchaser understands and agrees that this NFT purchase is made subject to the terms and conditions contained in this Purchase Agreement and that the Company shall have the right to accept or reject, in its sole discretion, the Purchaser’s purchase for any reason or no reason, in whole or in part, and at any time prior to its acceptance.
- The Company Parties and their respective officers, directors, principals, members, employees, agents, and other affiliates will be relying on the information, representations, warranties and covenants of the Purchaser in this Purchase Agreement for many purposes.
- The Purchase Agreement shall become binding and enforceable against the Purchaser in accordance with its terms on the date, if any, that the Company accepts this Purchase Agreement in whole or in part. The Purchaser understands that, upon acceptance by the Company, the Purchaser is not entitled to cancel, terminate or revoke this Purchase Agreement.
The Purchaser further represents and warrants the following to the Company Parties as of the date of acceptance of this Purchase Agreement:
- The Purchaser has full legal capacity, power and authority to enter into this Purchase Agreement and to perform his, her or its obligations hereunder. This Purchase Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
- The Purchaser is not physically in any Prohibited Jurisdiction.
- The Purchaser is not a citizen or resident of any Prohibited Jurisdiction.
- The Purchaser is not a legal person or legal arrangement incorporated, registered or organized under the laws of any Prohibited Jurisdiction.
- The Purchaser will not transfer Doxxed NFTs to a person who is national or resident of or located in a Prohibited Jurisdiction.
- The Purchaser is permitted by the laws of his or her or its jurisdiction to purchase Doxxed NFTs, and he or she or it is legally permitted and capable to acquire, receive and hold Doxxed NFTs and cryptographic tokens generally.
- The Purchaser has had the opportunity to seek legal, accounting and other professional advice regarding the Purchase Agreement.
- The Purchaser understands distributed ledger technology and cryptographic tokens, and is fully aware of the risks associated with the same.
- The Purchaser is experienced in and fully capable of operating, maintaining and safekeeping the digital wallet out of which he will receive the Doxxed NFTs.
- The Purchaser’s rationale for acquiring the Doxxed NFTs is based solely for collection purposes and on the expected future utility of the Doxxed NFTs within the Game, and he or she or it confirms that his or her or its purchases of Doxxed NFTs are without expectation of profit, dividend, capital gain, financial yield, increased value on any trading market or exchange, or of any other speculative return, payment or income of any kind.
- The Purchaser understands that the Doxxed NFTs do not represent shares, equity or any type of ownership interest in any existing or future public or private company, corporation or other entity in any jurisdiction, and that Doxxed NFTs do not represent any right to vote, manage, or share in the profits or proceeds of any entity.
- The Purchaser understands that Doxxed NFTs do not represent ownership of any tangible or intangible asset, are not a security of any kind, and are not redeemable by any entity.
- The Purchaser understands that he or she or it is waiving any right to participate in a class action lawsuit or in a class-wide arbitration against Company Parties.
- The Purchaser understands that he or she or it has no right to any refund of the payment for the Doxxed NFTs.
- The Purchaser understands that nothing in this Purchase Agreement should be construed as tax, accounting or legal advice, and that he or she or it bears the sole responsibility to determine the tax implications of the purchase, ownership and use of Doxxed NFTs.
- The Purchaser bears responsibility to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any applicable jurisdiction as a result of or in connection with the receipt, holding, use, purchase, appreciation, trading, remittance or disposal of Doxxed NFTs or use of the Club.
- The Purchaser further represents that he, she or it has read the Purchase Agreement, understands and agrees to be bound by its terms, and has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the Purchase Agreement.
4. Authorization; No Conflict
- If the Purchaser is an individual: (i) The Purchaser has all requisite legal capacity for the purchase of Doxxed NFTs; (ii) The Purchaser has all requisite legal capacity for the execution and delivery of this Purchase Agreement and each other document required to be executed and delivered by the Purchaser in connection with this Purchase Agreement; and (iii) Neither the execution, delivery or performance of this Purchase Agreement or any other document required to be executed and delivered by the Purchaser in connection with this Purchase Agreement, nor the consummation of any of the transactions contemplated hereby or thereby by the Purchaser, (a) will violate or conflict with any law, rule, regulation, judgment, order or decree of any court or other governmental body, (b) will conflict with or result in any breach or default under, permit any party to accelerate any rights under or terminate, or result in the creation of any lien, charge or encumbrance pursuant to the provision of any material contract, indenture, mortgage, lease, franchise, license, permit authorization, instrument or agreement of any kind to which the Purchaser is a party or by which the Purchaser is bound or to which the properties or assets of the Purchaser are subject, or (c) will require the consent or approval of any person other than consents or approvals that have already been obtained.
- If the Purchaser is an entity: (i) The Purchaser is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the laws of its state of incorporation or organization and has the requisite power and authority to carry on its business and operations as now being conducted, (ii) The execution and delivery of this Purchase Agreement and each other document required to be executed and delivered by the Purchaser in connection with its purchase, and the performance by the Purchaser under those agreements, have been duly authorized by appropriate action; (iii) The Purchaser shall deliver to the Company any evidence of the foregoing as the Company may reasonably require, whether by way of certified resolution or otherwise; and (iv) The person executing and delivering this Purchase Agreement and any other instruments on behalf of the Purchaser has all requisite power, authority and capacity to execute and deliver those instruments.
5. Materials and Other Information
- The Purchaser acknowledges that in the event of any differences between the terms provided in this Purchase Agreement and any Materials, the terms and conditions of this Purchase Agreement shall supersede any contrary information set forth in the Materials. The Purchaser has had an opportunity to (i) ask questions of and receive answers from the Company concerning the terms and conditions of this Purchase Agreement, the Materials, and the business of the Company; and (ii) obtain any additional information concerning the Doxxed NFTs, the Company and any related material to the extent the Company or the Company possesses relevant information or can acquire it without unreasonable effort or expense.
- The Purchaser acknowledges that in making a decision to purchase Doxxed NFTs, the Purchaser has relied solely upon this Purchase Agreement and the Materials and independent investigations made by the Purchaser. The Purchaser is not relying on and may not rely on any other marketing materials for purposes of making a decision to purchase Doxxed NFTs. The Purchaser is also not relying on the Company Parties with respect to the legal, tax and other economic factors involved in this purchase and understands that it is solely responsible for reviewing the legal, tax and other economic considerations involved with purchasing the Doxxed NFTs with its own legal, tax and other advisers.
- The Purchaser understands that it is solely responsible for reviewing the Materials and this Purchase Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties and agreements that the Purchaser is making in this Purchase Agreement.
- Neither the Company nor anyone on its behalf has made any representations (whether written or oral) to the Purchaser regarding the future value or utility of the NFT within the Club or the Game.
- The purchase of the Doxxed NFTs (i) does not provide Purchaser with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) and does not provide Purchaser with any ownership or other interest in the Company.
- The Company retains all current and future right, title and interest in all of the Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchasers may not use any of the Company's intellectual property for any reason without the Company's prior written consent.
- The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Doxxed NFTs.
6. Digital Artwork License and Restrictions
- Subject to your compliance with the terms of this Purchase Agreement, the Company hereby grants you a worldwide, non-exclusive, personal, limited license, solely with respect to any Doxxed NFTs that you own, to display the digital artwork associated with such Doxxed NFTs (“Digital Artwork”), privately or publicly, solely for personal, non-commercial purposes, including on social media platforms, digital galleries, or otherwise on the internet or in association with your offer to sell or trade your Doxxed NFTs. This license does not grant you any rights in or to the relevant Digital Artwork separate from the associated Doxxed NFTs, including any of the copyrights described below.
- You agree that you may not, and will not permit any third party to, do or attempt to do any of the following without the Company’s express prior written consent in each case: (i) modify the Digital Artwork associated with your Doxxed NFTs in any way; (ii) use the Digital Artwork to advertise, market, or sell any product or service; (iii) use the Digital Artwork in connection with malicious, harmful, offensive or obscene images, videos, or other materials or forms of media, including any that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise violate applicable laws or regulations or infringe upon the rights of others; (iv) use or incorporate the Digital Artwork in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork; (vi) trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Digital Artwork on any other platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Artwork or the Doxxed NFTs; or (ix) otherwise commercially use or exploit any Digital Artwork for your or any third party’s benefit, including by selling copies of any Digital Artwork or selling derivative works embodying any Artwork.
- You acknowledge and agree that the Company Parties (or, as applicable, its licensors) owns all legal right, title and interest in and to the Digital Artwork, and all intellectual property rights therein. The rights that you have in and to the Digital Artwork are limited to those expressly described in this section of this Agreement. The Company or the Company Parties (on behalf of itself and, as applicable, its licensors) reserves all other rights in and to the Digital Artwork, including all copyrights in and to the Digital Artwork (e.g., the right to reproduce and make copies, to prepare derivative works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform).
7. Payment and Fees
- By purchasing Doxxed NFTs through the Website or any other platform, you agree to pay the NFT price, if any, as determined by the Company, and all applicable fees and, if applicable, you authorize the Company to automatically deduct any fees (including any transaction fees as applicable) directly from your payment. If you transfer Doxxed NFTs to other persons through the Website or any other platform, the Company does not have any insight into or control over these payments or transactions, nor does it have the ability to reverse any transactions. Accordingly, the Company shall have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the Doxxed NFTs you engage in.
- The purchase of Doxxed NFTs as well as any transaction fees or other applicable charges are non-refundable.
- The Company may accept payment for the purchase of Doxxed NFTs via a variety of cryptocurrencies, including but not limited to BTC, USDT, USDC, ETH, BUSD, BNB, among others, at its sole discretion. When prices are provided in fiat currency such as U.S. dollars or other cryptocurrencies, the conversion rate for any other forms of payment shall be determined solely by the Company in its own discretion.
8. Risk Factors
The Purchaser (i) is able to bear the economic cost of holding the Doxxed NFTs for an indefinite period of time; (ii) has adequate means of providing for his, her, or its current needs and possible personal contingencies even in the event that the Doxxed NFTs lose all of its value; and (iii) has no need for liquidity of the Doxxed NFTs. The Purchaser is solely responsible for reviewing, understanding and considering the risks below and any additional risks, including without limitation those described in the Purchase Agreement and the Materials. Purchaser understands that there cannot be any assurance, and the Company makes no such assurance, that the Doxxed NFTs shall ever hold or maintain value. The Company’s operations, financial condition, and results of operations could be materially and adversely affected by any one or more of those risk factors, as could the underlying value of each Purchaser’s Doxxed NFTs, which may lead to the Doxxed NFTs losing all value. Risk Factors, include but are not limited to the following:
- Regulation of cryptocurrencies and blockchain technologies, which include Doxxed NFTs, and of transactions such as the sale of Doxxed NFTs lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty. The Company or the Company Parties may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with Club, the Website, or with the sale of Doxxed NFTs. In such a case, the value or utility of Doxxed NFTs within the Club or the Game may be negatively affected, or may even decrease to zero. There is no guarantee that the value of Doxxed NFTs and the Club will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
- Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology, such as with quantum computing, could present risks to all cryptography-based systems, including Doxxed NFTs. These advances could result in the theft, loss, disappearance, destruction or devaluation of Doxxed NFTs. There can be no guarantee that the value or security of Doxxed NFTs will not be destroyed or negatively impacted by the future developments in the field of cryptography.
- The Company Parties could prove to be incapable of effective development of the Club or the Game due to a variety of reasons, such as due to a lack of managerial skill, due to technical difficulties, or due to a lack of resources. Accordingly, the development of the Club or the Game could fail or even be aborted in the future, which would likely negatively affect the value and utility of Doxxed NFTs within the Club. There can be no guarantee that the Club shall be continued to be developed effectively or at all.
- There have been many documented incidents of thefts and attempted thefts of cryptocurrency. The Company and, subsequently, the Company Parties may hold large amounts of cryptocurrency in the form of BTC, ETH, NFTs or other cryptocurrencies following the sale of NFTs. This may make such Company Parties the target of cryptocurrency thieves and scammers. Due to the rapidly evolving nature of cryptocurrency, there likely will always be a risk of vulnerability to theft even with adherence to security best practices. There can be no guarantee that the Company or the Company Parties will not be a victim of cryptocurrency theft, the result of which may adversely affect the Club and therefore the value and utility of Doxxed NFTs and the Club.
- No one can guarantee the source code of Website or the relevant blockchain to be flaw-free. Flaws, errors, defects and bugs may disable functionality for users, expose users' information or otherwise negatively impact users. This could compromise the usability, stability, and/or security of the Website and the relevant blockchain and consequently adversely impact the value and utility of Doxxed NFTs and the Club.
- Blockchains are public, unpermissioned and thus vulnerable to being overwhelmed with traffic. Whether due to an intentional and malicious attack, or whether due to the popularity of a blockchain-related event, the relevant blockchain may from time to time be flooded with requests for transactions that utilizes all its throughput capacity. This leaves the Website and the relevant blockchains largely inaccessible for many users. If Company developers are unable to address scalability issues, Website congestion may adversely affect the usability of NFTs, thereby decreasing its value and utility within the Game.
- The relevant blockchains are an open-source protocol. Anyone may clone the source code of relevant blockchains and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the Company community could result in a “fork” in the relevant blockchains. The existence of one or more forks in the relevant blockchains may undermine the usability and sustainability of Doxxed NFTs, which could adversely impact the utility and value of the Token.
- Doxxed NFTs stored in a digital wallet are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet's private key may render the Doxxed NFTs on such a wallet inaccessible. Further, if a private key is learned or copied by another person, that person will be able to steal the Doxxed NFTs (and any other cryptocurrency or digital tokens) stored on the digital wallet. Purchasers are required to safeguard the private keys of their digital wallets. Neither Company nor the Company Parties will be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised.
- Doxxed NFTs are digital collectibles issued in the form of non-fungible digital tokens on the Ethereum blockchain through the Website. They are not a currency and they are not secured by any hard assets or other credit. The liquidity or trading of Doxxed NFTs on a market outside of the Website is not the objective or responsibility of Company or the Company Parties. There may be no marketplace facilitating Doxxed NFTs for trade or exchange with cryptocurrency or fiat currency. Further, should Doxxed NFTs ever be listed for sale on an outside market, neither Company nor the Company Parties will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of Doxxed NFTs on such market or exchange.
- Certain parts of the Website’s underlying protocol will be based on open-source computer code which may restrict or make impractical a claim of copyright or any other type of intellectual property right with respect to the source code. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, upgrade, improve, recode, reprogram or otherwise utilize the source code and/or underlying protocol of the Website in an attempt to develop a competing protocol, software, system or digital platform. Such competition may find success or ultimately even overshadow or overtake the popularity or functionality of the Website. The Company and the Company Parties will in no case be capable of eliminating, preventing, restricting or minimizing such competing efforts that aim to contest with or overtake Website.
- Services or programs which may be banned, restricted or deemed immoral in certain jurisdictions, such as gambling, betting, lottery, sweepstake, pornography, terrorism, hate crime and otherwise, could take advantage of the unpermissioned nature of the Website to develop, promote, market or operate. Regulators of a number of jurisdictions may accordingly take administrative or judicial actions against such programs, applications, services or even the relevant developers or users thereof. Any penal action, sanction, crackdown or other regulatory effort made by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction) may significantly deter existing or potential users away from using the Website or holding NFTs. In such circumstances, the prospects and viability of Website and the Club may be adversely impacted. There is no guarantee that the Website will be free from all inappropriate, illegal or immoral use at any time.
- As part of the process for the sale of Doxxed NFTs, Company may collect and retain personal information from Purchasers. The collection and retention of such information is subject to applicable laws and regulations. Further, databases holding such information are vulnerable to breaches and other forms of unauthorized access. The Company Parties may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines and resolve inquiries from regulatory or government authorities. Any information breaches or losses will also damage the Company Parties’ reputation and thereby may harm the Club.
- Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Consequently, Company and the Company Parties are subject to changing tax laws, treaties and regulations. If any tax authority successfully challenges the operational structure of the sale of NFTs or the Club, or if Company or the Company Parties loses a material tax dispute, the Company Parties’ tax liabilities could increase substantially. This could cause the Company Parties’ financial resources to be constrained or impaired, and could cause the Company Parties to redomicile or to alter its legal entity structure in order to optimize its tax situation. This in turn could negatively affect the Company Parties’ ability to manage and grow the Club, which would negatively impact the utility and value of NFTs.
- The taxation of cryptographic tokens, including NFTs, is an evolving area of law and often varies widely between jurisdictions. Purchasing and/or selling NFTs may have tax reporting implications and may create liabilities for Purchasers, depending on their tax jurisdiction and situation. Purchasers are urged to consult their tax advisors prior to participating in a sale of NFTs. The Company and the Company Parties expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from purchasing NFTs.
- Purchasers must also investigate themselves as to the regulations within the countries of their nationality, residence, ordinary residence or domicile regarding purchasing the NFTs, including, but not limited to, restrictions or regulations regarding buying, holding, trading or disposing of non-fungible cryptographic tokens, fungible cryptographic tokens, or virtual currencies in general. The Company does not offer to sell Doxxed NFTs and is not soliciting the purchase of the Doxxed NFTs in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
9. Personal Data
- The Purchaser understands and agrees that in connection with this Purchase Agreement, its personal data may be transferred and/or stored in various jurisdictions in which the Company Parties have a presence, including in or to jurisdictions that may not offer a level of personal data protection equivalent to the Purchaser’s country of residence.
- The Purchaser further understands and agrees that, although the Company Parties will use their reasonable efforts to keep the information strictly confidential, the Company Parties may present this Purchase Agreement and the information provided in it to any parties (e.g., affiliates, attorneys, auditors, administrators, brokers and regulators) as the Company Parties deem necessary or advisable to facilitate the acceptance and management of the Purchaser’s NFT purchase, including, but not limited to, (x) in connection with anti-money laundering and similar laws, (y) if called upon to establish the availability under any applicable law of an exemption from registration of the NFT or to establish compliance with applicable law generally by the Company Parties, or (z) if the information is relevant to any issue in any action, suit, or proceeding to which the Company Parties are a party or by which they are or may be bound.
- The Company Parties may also release information about the Purchaser if directed to do so by the Purchaser, if compelled to do so by law or in connection with any government or self-regulatory organization request or investigation. Any disclosure, use, storage or transfer of information for these purposes shall not be treated as a breach of any restriction upon the disclosure, use, storage or transfer of information imposed on any person by law or otherwise.
10. Anti-Money Laundering, Economic Sanctions, Anti-Bribery and Anti-Boycott Representations.
- Neither the Purchaser, nor any of its affiliates or direct or indirect beneficial owners, (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other sanctions or embargoes list from any jurisdiction, nor are they otherwise a party with which Company Parties are prohibited to deal under the law, (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities, or (iii) unless otherwise disclosed in writing to Company prior to the Purchaser’s purchase of NFTs, is a senior foreign political figure,(2) or any immediate family member(3) or close associate(4) of a senior foreign political figure as those terms are defined in the footnotes below.
- The Purchaser represents, warrants and agrees that no payment or other transfer of value to Company and no payment or other transfer of value to the Purchaser shall cause the Company Parties to be in violation of applicable laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations of any jurisdiction.
- The Purchaser represents, warrants and agrees that no payment or other transfer of value to Company is or will be derived from a Prohibited Jurisdiction.
- The Purchaser represents, warrants and agrees that all payments or other transfer of value to Company by the Purchaser will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that is not subject to international sanctions or embargoes.
- The Purchaser understands and agrees that Company may not be obligated to comply with any of the United States’ anti-money laundering requirements, but may choose to voluntarily comply with any or all of such requirements at the sole discretion of Company and the Company Parties.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, the Affiliated Entities and the Company Parties from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (1) your responsibilities or obligations under the Purchase Agreement, or (2) your violation of any of the provisions in the Purchase Agreement.
The Company Parties reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
12. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $500 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE DOXXED NFT OUT OF WHICH LIABILITY AROSE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. No Waiver
From time to time, Company may fail to require or strictly enforce compliance with relation to any provision in the Purchase Agreement. The Company may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of Company’s right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by Company of any condition, provision, or requirement of the Purchase Agreement shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
If any portion of this Purchase Agreement is held to be illegal, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion shall be severed, and such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the rest of these Terms in that jurisdiction, nor the legality, enforceability or validity of these Terms in any other jurisdiction.
15. Governing Law and Jurisdiction
All matters relating to the Doxxed NFTs and this Purchase Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, the Doxxed NFTs and this Purchase Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada, in each case located in the City of Las Vegas and County of Clark although we retain the right to bring any suit, action, or proceeding against you for breach of this Purhcase Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts
16. Submission to Arbitration
At Company’s sole discretion, it may require You to submit any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to the Materials, the Purchase Agreement, any action or transaction under or contemplated by the Materials, the Purchase Agreement, including receiving, using, holding, or transferring NFTs (any “Dispute”), to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Nevada law. By agreeing to this Purchase Agreement, You agree to resolve all disputes through binding individual arbitration, which means that You waive any right to have the dispute decided by a judge or jury, and You waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
17. No Third-Party Beneficiaries
This Purchase Agreement is intended solely for the benefit of the parties and is not intended to confer third party beneficiary rights upon any other person or entity.
18. Entire Agreement
This Purchase Agreement and the Materials constitute the sole and entire agreement between you and the Company regarding the Doxxed NFTs and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Doxxed NFTs.
The representations and warranties of the Purchaser in, and the other provisions of, this Purchase Agreement shall survive the execution and delivery of this Purchase Agreement.
THE PURCHASER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.