NFT PURCHASE AGREEMENT
THIS NFT PURCHASE AGREEMENT (“Purchase Agreement”), is a legal and binding contract between Dinola Studio LLC, a Saint Vincent and the Grenadines limited liability company with Limited Liability Company Number 1635 LLC 2021, its successors and assigns (hereinafter "Dinola Studio", “our”, “us” or “we”), and the party or parties (the "Purchaser", or “you”) purchasing NFT from us through the Pepper Attack Platform.
The Purchaser is strongly encouraged to seek legal, financial, and tax advice regarding their individual circumstances and objectives in determining whether to purchase NFTs.
This Purchase Agreement provides important information and documentation needed to purchase an NFT issued by Dinola Studio.
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 entity. NFTs do not represent ownership of any tangible or intangible asset, and they will not be redeemable.
NFTs are digital collectibles issued in the form of non-fungible digital tokens in the Blockchain through the Pepper Attack Platform. Dinola Studio does not contemplate that there will be any economic return from purchasing the NFTs, and you should not purchase NFTs for any speculative purposes. Purchase of the NFTs should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.
Purchase of the NFTs carries substantial risk that could lead to a loss, including a total loss, of the value of the NFTs (for more details, see Section 8 "Risk Factors" below). There can be no assurance that the NFTs shall ever hold or maintain value.
The information in this Purchase Agreement does not constitute a recommendation by Dinola Studio, or any other person, nor does it constitute advice on the merits of purchasing the NFTs. The information in this Purchase Agreement does not necessarily identify, or purport to identify, all the risk factors associated with purchasing NFTs. Purchasers must make their own independent assessment, after making such investigations as they consider necessary, of the merits of purchasing NFTs. Purchasers should consult and rely upon their accounting, legal and tax representatives and advisers in order to evaluate the economic, legal and tax consequences of purchasing the 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. Dinola Studio does not offer to sell NFTs and is not soliciting the purchase of the NFTs in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
The Purchase Agreement is based on the law and practice in force in Saint Vincent and the Grenadines at the relevant time and are subject to changes therein. In the event of any dispute between Dinola Studio and a Purchaser, such dispute shall be determined pursuant to the arbitration provision detailed in Section 15 "Submission to Arbitration" and Section 16 "Waiver of Class Action Rights and Class Wide Arbitration."
The Purchaser agrees to be bound by any affirmation, assent or agreement that he, she or it transmits to Dinola Studio 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 Dinola Studio 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 Dinola Studio Parties may send the Purchaser electronic copies of any and all communications associated with its purchase of NFTs.
  1. 1.
    Definitions
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, Dinola Studio. 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.
Dinola Studio” means Dinola Studio LLC, a Saint Vincent and the Grenadines limited liability company with Limited Liability Company Number 1635 LLC 2021, its successors and assigns.
"Dinola Studio Parties" means Dinola Studio, the Affiliated Entities and their parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns of each of the foregoing.
Materials” means the Website and the Whitepaper, and any other publication published or site operated by Dinola Studio.
Pepper Attack Platform” or “Platform” shall mean the Pepper Attack online gaming platform available at https://pepperattack.com/
Peppers” or “NFTs” or “Tokens” means the non-fungible cryptographic tokens that are digital collectibles generated by Dinola Studio through the Platform.
"Privacy Policy" means the privacy policy published at https://privacy-policy.pepperattack.com/
Prohibited Jurisdiction” shall mean (i) the United States of America, 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 Dinola Studio to any local registration, regulatory or licensing requirements.
"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 https://pepperattack.com/
"Whitepaper" means the whitepaper available at https://whitepaper.pepperattack.com/, as amended from time to time.
In the Purchase Agreement, unless the context otherwise requires:
  1. 1.
    words importing the singular include the plural and vice versa;
  2. 2.
    words which are gender neutral or gender specific include each gender;
  3. 3.
    other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
  4. 4.
    an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
  5. 5.
    a reference to "includes" means to include without limitation;
  6. 6.
    a reference to a law is a reference to such law as amended, consolidated or replaced;
  7. 7.
    a reference to a document includes all amendments or supplements to such document, or replacements or innovations of it;
  8. 8.
    a reference to an entity in this Purchase Agreement includes that entity's successors and permitted assigns;
  9. 9.
    all references to currencies or cryptocurrencies shall include any successor currency or cryptocurrency, as the case may be; and
  10. 10.
    all references to dates are to dates of the Gregorian calendar.
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.
This Purchase Agreement and related documents may be translated. Any translation is for reference purposes only and is not certified by any person. Only the English language version of the Purchase Agreement and its related documents have legal effect and shall prevail to the extent of any inconsistency.
Certain information contained in the 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 NFTs and/or the Platform 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. Peppers
NFTs are digital collectibles in the form of non-fungible cryptographic tokens which are minted through the Pepper Attack Platform and can be used within the games of the Pepper Attack Platform. They are able to be held in a digital wallet and are able to be transferred to other digital wallets.
NFTs are non-fungible tokens designed to be used within the games of the Platform. NFTs have an expected future usage solely within the games of the Platform, and such usage will involve active participation in the Platform to ensure that its function and value proposition are realized.
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. NFTs do not represent ownership of any tangible or intangible asset, and they are not redeemable by any legal entity. Dinola Studio does not guarantee or suggest any economic return from purchasing the NFTs, and you should not purchase NFTs for any speculative purposes. Purchase of the 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 Whitepaper, the Materials, or on the Website should be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate NFTs to any kind of:
1. money, legal tender or currency, whether fiat or otherwise;
2. equity or proprietary interest in any entity, scheme, venture or intellectual property;
3. 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);
4. instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, royalty, distribution or other economic returns;
5. 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
6. 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 NFTs. It is imperative that a Purchaser utilizes a digital wallet controlled by such Purchaser which is compatible with the NFTs.
Further, once NFTs are delivered to a Purchaser’s digital wallet, Purchaser should ensure the private keys relating to such digital wallet are stored securely. Dinola Studio shall not be liable for any loss or theft after delivery (or simultaneously at the time of attempted delivery) of NFTs to the purchaser's digital wallet, regardless of the reason for such loss or theft.
3. Representations, Warranties and Covenants of the Purchaser
  1. 1.
    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.
  2. 2.
    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 the United States and/or the People’s Republic of China and/or in any other Prohibited Jurisdiction.
  3. 3.
    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.
  4. 4.
    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 Dinola Studio specifying which representations and warranties are not true and accurate and the reasons why they are not. I agree to notify Dinola Studio promptly if there is any change with respect to any of the representations and warranties in this Purchase Agreement.
  5. 5.
    I acknowledge and accept that there are risks associated with purchasing the NFTs, and once the NFTs are delivered, using NFTs on the Platform, as more fully disclosed and explained in the Materials. BY PURCHASING THE NFTS, I EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
  6. 6.
    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 NFTs.
  7. 7.
    I represent and warrant that I am not purchasing the NFTs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
  8. 8.
    I agree that at any time in the future at which I may acquire NFTs, I shall be deemed to have reaffirmed, as of the date of acquisition of the additional NFTs, each and every representation and warranty made by me in this Purchase Agreement, or any other instrument provided by me to Dinola Studio in connection with that acquisition, except to the extent modified in writing by me and consented to by Dinola Studio.
  9. 9.
    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 Dinola Studio 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 Dinola Studio may, in its sole discretion, refuse to sell me NFTs if, among other things, I refuse to comply with this provision.
  10. 10.
    The Purchaser understands and agrees that this NFT purchase is made subject to the terms and conditions contained in this Purchase Agreement, including, but not limited to, the Whitepaper describing the Platform, and that Dinola Studio 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.
  11. 11.
    The Dinola Studio 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.
  12. 12.
    The Purchase Agreement shall become binding and enforceable against the Purchaser in accordance with its terms on the date, if any, that Dinola Studio accepts this Purchase Agreement in whole or in part. The Purchaser understands that, upon acceptance by Dinola Studio, the Purchaser is not entitled to cancel, terminate or revoke this Purchase Agreement.
The Purchaser further represents and warrants the following to the Dinola Studio Parties as of the date of acceptance of this Purchase Agreement:
  1. 1.
    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.
  2. 2.
    The Purchaser is not a U.S. Person.
  3. 3.
    The Purchaser is not physically in any Prohibited Jurisdiction.
  4. 4.
    The Purchaser is not a citizen or resident of any Prohibited Jurisdiction.
  5. 5.
    The Purchaser is not a legal person or legal arrangement incorporated, registered or organized under the laws of any Prohibited Jurisdiction, with the exception of Saint Vincent and the Grenadines.
  6. 6.
    The Purchaser will not transfer NFTs to a person who is national or resident of or located in a Prohibited Jurisdiction.
  7. 7.
    The Purchaser is permitted by the laws of his or her or its jurisdiction to purchase NFTs, and he or she or it is legally permitted and capable to acquire, receive and hold NFTs and cryptographic tokens generally.
  8. 8.
    The Purchaser understands and agrees that his or her or its personal data shall be utilized in accordance with the Privacy Policy.
  9. 9.
    The Purchaser has had the opportunity to seek legal, accounting and other professional advice regarding the Purchase Agreement.
  10. 10.
    The Purchaser understands distributed ledger technology and cryptographic tokens, and is fully aware of the risks associated with the same.
  11. 11.
    The Purchaser is experienced in and fully capable of operating, maintaining and safekeeping the digital wallet out of which he will receive the NFTs.
  12. 12.
    The Purchaser’s rationale for acquiring the NFTs is based solely for collection purposes and on the expected future utility of the NFTs within the games of the Platform, and he or she or it confirms that his or her or its purchases of 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.
  13. 13.
    The Purchaser understands that the 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 NFTs do not represent any right to vote, manage, or share in the profits or proceeds of any entity.
  14. 14.
    The Purchaser understands that 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.
  15. 15.
    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 Dinola Studio Parties.
  16. 16.
    The Purchaser understands that he or she or it has no right to any refund of the payment for the NFTs.
  17. 17.
    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 NFTs.
  18. 18.
    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 NFTs or use of the Platform.
  19. 19.
    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 Dinola Studio questions, and where applicable, has received answers from Dinola Studio, regarding the Purchase Agreement.
4. Authorization; No Conflict.
  1. 1.
    If the Purchaser is an individual: (i) The Purchaser has all requisite legal capacity for the purchase of 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.
  2. 2.
    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 Dinola Studio any evidence of the foregoing as Dinola Studio 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
  1. 1.
    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 Dinola Studio concerning the terms and conditions of this Purchase Agreement, the Materials, and the business of Dinola Studio; and (ii) obtain any additional information concerning the NFTs, Dinola Studio and any related material to the extent Dinola Studio or Dinola Studio possesses relevant information or can acquire it without unreasonable effort or expense.
  2. 2.
    The Purchaser acknowledges that in making a decision to purchase 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 NFTs. The Purchaser is also not relying on the Dinola Studio 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 NFTs with its own legal, tax and other advisers.
  3. 3.
    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.
  4. 4.
    Neither Dinola Studio 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 games of the Platform.
  5. 5.
    The purchase of the NFTs (i) does not provide Purchaser with rights of any form with respect to Dinola Studio 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 Dinola Studio.
  6. 6.
    Dinola Studio retains all current and future right, title and interest in all of Dinola Studio’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 Dinola Studio's intellectual property for any reason without Dinola Studio's prior written consent.
  7. 7.
    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 NFTs.
6. Digital Artwork License and Restrictions
  1. 1.
    Subject to your compliance with the terms of this Purchase Agreement, Dinola Studio hereby grants you a worldwide, non-exclusive, personal, limited license, solely with respect to any NFTs that you own, to display the digital artwork associated with such 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 NFTs. This license does not grant you any rights in or to the relevant Digital Artwork separate from the associated NFTs, including any of the copyrights described below.
  2. 2.
    You agree that you may not, and will not permit any third party to, do or attempt to do any of the following without Dinola Studio’s express prior written consent in each case: (i) modify the Digital Artwork associated with your 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 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.
  3. 3.
    You acknowledge and agree that Dinola Studio 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. Dinola Studio or the Dinola Studio 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
  1. 1.
    By purchasing NFTs through the Platform or any other platform, you agree to pay the NFT price as determined by Dinola Studio , and all applicable fees and, if applicable, you authorize Dinola Studio to automatically deduct fees (including any transaction fees as applicable) directly from your payment. If you transfer NFTs to other persons through the Platform, Dinola Studio does not have any insight into or control over these payments or transactions, nor does it have the ability to reverse any transactions. Accordingly, Dinola Studio 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 NFTs you engage in.
  2. 2.
    The purchase of NFTs as well as any transaction fees or other applicable charges are non-refundable.
  3. 3.
    Dinola Studio may accept payment for the purchase of 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 Dinola Studio in its own discretion.
8.Risk Factors
The Purchaser (i) is able to bear the economic cost of holding the 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 NFTs lose all of its value; and (iii) has no need for liquidity of the 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. Dinola Studio’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 NFTs, which may lead to the NFTs losing all value. Risk Factors, include but are not limited to the following:
  1. 1.
    Regulation of cryptocurrencies and blockchain technologies, which include NFTs, and of transactions such as the sale of 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. Dinola Studio or the Dinola Studio 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 Platform or with the sale of NFTs. In such a case, the value or utility of NFTs within the games of the Platform may be negatively affected, or may even decrease to zero. There is no guarantee that the value of NFTs and the Platform will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
  2. 2.
    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 NFTs. These advances could result in the theft, loss, disappearance, destruction or devaluation of NFTs. There can be no guarantee that the value or security of NFTs will not be destroyed or negatively impacted by the future developments in the field of cryptography.
  3. 3.
    The Dinola Studio Parties could prove to be incapable of effective development of the Platform 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 Platform could fail or even be aborted in the future, which would likely negatively affect the value and utility of NFTs within the games of the Platform. There can be no guarantee that the Platform shall be continued to be developed effectively or at all.
  4. 4.
    There have been many documented incidents of thefts and attempted thefts of cryptocurrency. Dinola Studio and, subsequently, the Dinola Studio Parties may hold large amounts of cryptocurrency in the form of BTC, ETH, NFTs or other cryptocurrencies following the sale of NFTs, and the Public Distribution. This may make such Dinola Studio 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 Dinola Studio or the Dinola Studio Parties will not be a victim of cryptocurrency theft, the result of which may adversely affect Platform and therefore the value and utility of NFTs within the games of the Platform.
  5. 5.
    No one can guarantee the source code of Platform 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 Platform and the relevant blockchain and consequently adversely impact the value and utility of NFTs within the games of the Platform.
  6. 6.
    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 Platform and the relevant blockchains largely inaccessible for many users. If Dinola Studio Developers are unable to address scalability issues, Platform congestion may adversely affect the usability of NFTs, thereby decreasing its value and utility within the games of the Platform..
  7. 7.
    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 Dinola Studio 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 NFTs, which could adversely impact the operation of the Platform and the utility and value of the Token.
  8. 8.
    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 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 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 Dinola Studio nor the Dinola Studio Parties will be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised.
  9. 9.
    NFTs are digital collectibles. They are not a currency, and the are not secured by any hard assets or other credit. The liquidity or trading of NFTs on a market outside of the Platform is not the objective or responsibility of Dinola Studio or the Dinola Studio Parties. There may be no marketplace facilitating NFTs for trade or exchange with cryptocurrency or fiat currency. Further, should NFTs ever be listed for sale on an outside market, neither Dinola Studio nor the Dinola Studio Parties will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of NFTs on such market or exchange.
  10. 10.
    Certain parts of the Platform'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 Platform 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 Platform. Dinola Studio and the Dinola Studio Parties will in no case be capable of eliminating, preventing, restricting or minimizing such competing efforts that aim to contest with or overtake Platform.
  11. 11.
    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 Platform 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 Platform or holding NFTs. In such circumstances, the prospects and viability of Platform may be adversely impacted. There is no guarantee that the Platform will be free from all inappropriate, illegal or immoral use at any time.
  12. 12.
    As part of the process for the sale of NFTs, Dinola Studio 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 Dinola Studio 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 Dinola Studio Parties's reputation and thereby may harm the Platform.
  13. 13.
    Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Consequently, Dinola Studio and the Dinola Studio 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 Platform, or if Dinola Studio or the Dinola Studio Parties loses a material tax dispute, the Dinola Studio Parties' tax liabilities could increase substantially. This could cause the Dinola Studio Parties's financial resources to be constrained or impaired, and could cause the Dinola Studio Parties to redomicile or to alter its legal entity structure in order to optimize its tax situation. This in turn could negatively affect the Dinola Studio Parties' ability to manage and grow the Platform, which would negatively impact the utility within the Platform and value of NFTs.
  14. 14.
    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. Dinola Studio and the Dinola Studio Parties expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from purchasing NFTs.
9. Personal Data
  1. 1.
    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 Dinola Studio 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.
  2. 2.
    The Purchaser further understands and agrees that, although the Dinola Studio Parties will use their reasonable efforts to keep the information strictly confidential, the Dinola Studio 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 Dinola Studio 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 Dinola Studio Parties, or (z) if the information is relevant to any issue in any action, suit, or proceeding to which the Dinola Studio Parties are a party or by which they are or may be bound.
  3. 3.
    The Dinola Studio 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.
  1. 1.
    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 Dinola Studio 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 Dinola Studio 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.
  2. 2.
    The Purchaser represents, warrants and agrees that no payment or other transfer of value to Dinola Studio and no payment or other transfer of value to the Purchaser shall cause the Dinola Studio 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.
  3. 3.
    The Purchaser represents, warrants and agrees that no payment or other transfer of value to Dinola Studio is or will be derived from a Prohibited Jurisdiction.
  4. 4.
    The Purchaser represents, warrants and agrees that all payments or other transfer of value to Dinola Studio 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.
  5. 5.
    The Purchaser understands and agrees that Dinola Studio may not be obligated to comply with any of the Saint Vincent and the Grenadines anti-money laundering requirements, but may choose to voluntarily comply with any or all of such requirements at the sole discretion of Dinola Studio and the Dinola Studio Parties.
11. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Dinola Studio, the Affiliated Entities and the Dinola Studio 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 Dinola Studio 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 PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DINOLA STUDIOS OR ANY OF THE OTHER DINOLA STUDIOS PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE WEBSITE OR NFTs OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION HEREIN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITE, NFTs, OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE PLATFORM EXCEED THE GREATER OF $100 AND THE AMOUNT RECEIVED BY DINOLA STUDIOS FROM THE SALE OF NFTs THAT ARE THE SUBJECT OF THE CLAIM.
EACH PURCHASER AGREES THAT THEY WILL NOT COMMENCE, OR ATTEMPT OR THREATEN TO COMMENCE, ANY PROCEEDINGS, ACTION OR CLAIM (INCLUDING ANY CLAIM FOR COMPENSATION OR COSTS) AGAINST DINOLA STUDIOS OR ANY OF THE DINOLA STUDIOS PARTIES IN ANY JURISDICTION FOR THE RECOVERY OF ANY LOSS, DAMAGE, COST OR EXPENSE, OR IN RELATION TO ANY LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE AGREEMENT OR THE PLATFORM.
13. No Waiver
From time to time, Dinola Studio may fail to require or strictly enforce compliance with relation to any provision in the Purchase Agreement. Dinola Studio 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 Dinola Studio’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 Dinola Studio 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.
14. Severability
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
This Purchase Agreement is governed by the laws of Saint Vincent and the Grenadines. Any present or future law which operates to vary the obligations of the Dinola Studio Parties in connection with this Purchase Agreement with the result that Dinola Studio’s or Dinola Studio Parties’ rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Section 16 below. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of Saint Vincent and the Grenadines.
16. Submission to Arbitration
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") that is not settled by you and Dinola Studio and/or the Dinola Studio Parties within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration.
Notwithstanding any other provision of the Purchase Agreement, you agree that Dinola Studio and the Dinola Studio Parties have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from: suit; jurisdiction of any court; relief by way of injunction or order for specific performance or recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).
17. Waiver of Class Action Rights and Class Wide Arbitration
You agree that any Dispute is personal to you and Dinola Studio and/or the Dinola Studio Parties and will not be brought as a representative action, class action, or any other type of representative proceeding in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
18. 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.
19. Entire Agreement
The Purchase Agreement or other similar agreement between the Purchaser and Dinola Studio constitutes the entire agreement between the parties hereto with respect to the subject matter of the Purchase Agreement and may be amended only in writing, executed by all parties hereto.
20. Survival
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.
Last modified 9mo ago
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