NFT PURCHASE AGREEMENT

This NFT Purchase Agreement (this “Agreement”) is a legally binding agreement by and between Vantage Top Group Limited (“Animoca”) and the initial and any subsequent purchaser of this Otherdeed (defined below) (“you” or “Purchaser”). Animoca and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (EXCEPT AS SPECIFIED BELOW) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ANIMOCA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 9 “GOVERNING LAW” OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION ON ANIMOCA TO CREATE / PROVIDE ANY ACCESS RIGHTS IN RELATION TO THE OTHERDEEDS.

1. Agreement to Terms.

(a) General. By purchasing an Otherdeed, you acknowledge that you have carefully read and agree to the terms of this Agreement. “Otherdeed” means a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain). Each Otherdeed is digital in nature and is not linked to and is not sold together with (i) any items or representations that have physical dimensions such as mass or volume, or (ii) any Access Rights (as defined below) as of the time of purchase. This Agreement governs your participation in the Primary Transactions on https://otherside.xyz/ (the “Website”) as well as Secondary Transactions between Transferors and Transferees (as defined below).
(b) Additional Terms. The access and use of the Website are subject to the separate terms of the Website available at https://otherside.xyz/: Purchaser further acknowledges that Purchaser has carefully read and has accepted the (i) Website Terms of Service (the “Website Terms”) and (ii) the Website Privacy Policy (the “Website Privacy Policy”) because the Website Terms and the Website Privacy Policy govern its use of the Website. This Agreement controls if there is a conflict between, on the one hand, any of the Website Terms or the Website Privacy Policy, and, on the other hand, this Agreement, with respect to Otherdeed.

2. Ownership of Otherdeed.

(a) When Purchaser acquires an Otherdeed, Purchaser owns all personal property rights to that Otherdeed (e.g., the right to freely sell, transfer, or otherwise dispose of that Otherdeed). No other rights of any kind or nature with respect to the Otherdeed or any image or other intellectual property associated with, related to, or linked to, an Otherdeed are granted or licensed to Purchaser.
(b) Ownership of an Otherdeed may following the date hereof entitle the Purchaser to certain tangible or rights, benefits, interests, preferences, or privileges herein offered from time to time by Animoca or third parties in their respective sole discretion (“Access Rights”). Access Rights, if any, will be offered pursuant to separate terms (whether written or unwritten) published from time to time by Animoca, or the applicable third party.
(c) Purchaser represents and warrants that Purchaser will not transfer an Otherdeed in any Secondary Transaction to a Transferee who is designated or specified under regulations made under the Sanctions and Anti-Money Laundering Act 2018 (Chapter 13) of the laws of England and Wales. (“Prohibited Transferee”). A “Secondary Transaction” means any transaction in which an Otherdeed is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Website in which an Otherdeed is first sold to Purchaser.
(d) For the avoidance of doubt, without limiting Section 2(a), nothing contained in this Agreement will be deemed to grant Purchaser any rights in or to any image or other intellectual property associated with, related to, or linked to, an Otherdeed, including any right to use such image or intellectual property for any non-personal or commercial purposes, or to create any derivative works of such image or intellectual property. Notwithstanding the foregoing, to the limited extent that an image is displayed as a result of the operation of the smart contract related to the Otherdeed in connection with Purchaser’s use of an Otherdeed in accordance with this Agreement, Purchaser will have the right to display such image for Purchaser’s own personal, non-commercial purpose for so long as Purchaser owns the Otherdeed.

3. Payment and Fees.

(a) Purchase and Sale. Purchaser hereby agrees to purchase the Otherdeed at the price set forth on the transaction page of the Website and in accordance with the procedures set forth on the Website (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of this Agreement, including the delivery of the Otherdeed, is conditioned upon the following terms being met: (i) Purchaser’s payment of the Primary Transaction Purchase Price, (ii) Purchaser’s provision, through the Website, of a Ethereum Network-compatible network wallet address and a “wallet” that is compatible with the Website (“Wallet”) to which the Otherdeed will be delivered; and (iii) Purchaser’s successful completion (as determined by Animoca in its sole discretion) of any applicable diligence and other processes as requested by the Animoca. If the Purchaser fails to meet any of the conditions above, Animoca may suspend the delivery of the purchased Otherdeed or terminate the Primary Transaction. Animoca reserves the right, in its sole discretion, to limit the number of Otherdeeds that may be purchased by any single person. Purchaser may only purchase a maximum number of Otherdeeds per Wallet as determined from time to time by Animoca in its sole discretion.
(b) Purchaser Presentations.
- (i) Eligibility. Purchaser represents and warrants that (A) Purchaser completed the “know-your-customer” process made available at https://www.somethingisbrewing.xyz in accordance with the terms applicable thereto (the “KYC Process”), (B) the Wallet is owned by the person whose information was provided in the KYC Process, (C) the information provided in connection with the KYC Process is true and accurate as of the date hereof, (D) Purchaser is not purchasing any Otherdeed on behalf of, or for the benefit of, any other person or entity.
- (ii) Qualifications. Purchaser represents and warrants that Purchaser (A) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (B) is not listed on any U.S. Government list of prohibited or restricted parties; (C) is not designated or specified as a Prohibited Transferee, (D) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement; (D) will use and interact with the Otherdeed only for lawful purposes and in accordance with this Agreement; and (E) will not use the Otherdeed to violate any law, regulation or ordinance or any right of Animoca, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that he/she will comply with all applicable law.
- (iii) Artistic Purposes Only. Purchaser represents and warrants that Purchaser (A) is purchasing the Otherdeed for personal enjoyment purposes, and (B) is not purchasing any Otherdeed with the intent or expectation of profits from any appreciation in value or otherwise from the Otherdeed or any Access Rights that may from time to time be granted by Animoca or third parties.
- (iv) Qualified Consumer. Purchaser acknowledges and agrees that Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of non-fungible cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand this Agreement. Purchaser understands, acknowledges and agrees that such knowledge allows it to appreciate the implications and risks of acquiring the Otherdeed herein.
(c) Form of Payment. All payments for the Primary Transaction Purchase Price shall be made via ApeCoin, unless otherwise determined in Animoca’s sole discretion.
(d) Gas Fees. By buying or selling an Otherdeed on the Website or any other platform, you agree to pay all applicable fees, including, but not limited to, any transaction fees and Gas Fees, as applicable. “Gas Fees” fund the network of computers that run the decentralized Ethereum network, meaning that the Purchaser will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. Animoca does not have any insight into or control over these payments or transactions, nor does Animoca have the ability to reverse any transactions. Accordingly, Animoca will 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 Otherdeeds that you engage in.
(e) Transfers: All Secondary Transactions are subject to Section 3(b) of this Agreement, as well as the following terms: (i) the Otherdeed transferee (the “Transferee”) shall, by purchasing or otherwise receiving the Otherdeed, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 3(a) and 3(c)); and (ii) the Otherdeed transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, and shall cause the Transferee to agree to the terms of this Agreement. Purchaser further acknowledges and agrees that all Secondary Transactions will be effected on the Ethereum blockchain, the blockchain network governing the Otherdeed, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet.

4. Warranty Disclaimers.

ALL OTHERDEEDS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ANIMOCA EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. ANIMOCA ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE OTHERDEED WILL MEET PURCHASER’S REQUIREMENTS, OR THE OTHERDEED WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER ANIMOCA NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE OTHERDEED.

NEITHER ANIMOCA NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE OTHERDEED, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO THE OTHERDEED; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

NEITHER ANIMOCA NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE OTHERDEED. NEITHER ANIMOCA NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE OTHERDEED, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

5. Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:

(a) The disclaimers set forth in Section 4 above.
(b) Any Access Rights, and the lack of Access Rights, as may be the case from time to time.
(c) Purchaser is solely responsible for determining what, if any, taxes and gas fees apply to Purchaser’s purchase, sale, or transfer of the Otherdeed. Animoca is not responsible for determining or paying the taxes or gas fees that apply to such transactions.
(d) Otherdeeds are digital assets recorded and transferable on the Ethereum blockchain. Any transfer of an Otherdeed occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by Animoca. Transactions involving Otherdeeds may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Otherdeeds shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
(e) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. Animoca will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting transactions involving Otherdeeds, however caused, including any Gas Fees paid or payable in connection therewith. Animoca does not store your password, passkey, private key or other credentials needed to access the Otherdeeds following the sale, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of your password, private key or passkey in a secure location.
(f) Transactions involving Otherdeeds may rely on third-party platforms to perform transactions which are outside of Animoca’s control.

6. Links to Third Party Websites or Resources. Use and interaction of the Otherdeed may allow Purchaser to access third-party websites or other resources. All such websites are provided only as a convenience and neither Animoca nor the Disclaimed Parties are responsible for the content, products, or services on or available from those resources or links displayed on such websites. Without limiting Section 5, Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view any image or display associated with an Otherdeed on a third-party website serve as grounds for a claim against Animoca or any Disclaimed Party.

7. Indemnity. Purchaser shall defend, indemnify, and hold Animoca and all Disclaimed Parties (collectively, the “Animoca Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Otherdeeds whether or not such person personally purchased the Otherdeeds) against any Animoca Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Purchaser’s purchase, ownership, use and interaction with the Otherdeeds, (b) Purchaser’s breach or anticipatory breach of this Agreement, (c) Purchaser’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Purchaser’s use or interaction with the Otherdeeds, and (d) any misrepresentation made by Purchaser (all of the foregoing, “Claims and Losses”). Purchaser will cooperate as fully required by Animoca in the defense of any Claim and Losses. Notwithstanding the foregoing, Animoca may act on behalf of the Purchaser to agree to any settlement or compromise with respect to any Claims and Losses, and any such agreement shall bind and be an obligation of the Purchaser. Animoca reserves the right to assume the exclusive defense and control of any Claims and Losses. Purchaser will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Animoca.

8. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE ANIMOCA PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE OTHERDEEDS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PURCHASE OF ANY OTHERDEED, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE OTHERDEEDS OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANIMOCA PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE ANIMOCA PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY OTHERDEED, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY OTHERDEED OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ANIMOCA AND PURCHASER.

9. Governing Law This Agreement and any action related thereto will be governed by the laws of Hong Kong, without regard to its conflict of laws provisions.

10. Dispute Resolution. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.

11. General Terms. This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner. The Parties agree that any and all persons and entities that own the rights in and to the image or other intellectual property associated with, related to, or linked to, an Otherdeed are third-party beneficiaries of this Agreement and will have the right to directly enforce this Agreement. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by Animoca under this Agreement be given by posting to the Website or other website elected by Animoca. Purchaser may give notice to Animoca by mail per the below, effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.