NFT Purchase and Use Agreement - v1.3
These terms are made between CGI Global Panama, Inc (herein after ‘we’, ‘us’ or ‘the company’) a Corporation based in The Republic of Panama and You (herein after ‘you’ or ‘ yours’) collectively both groups shall be referred to as ‘the parties’
In entering into this Agreement (the NFT Terms) you are hereby certifying that you are of legal age (over the age of 18) and mental capacity to enter into such an agreement.
The term Non-Fungible Token ‘NFT' shall mean any of the official NFT’s as issued, created, or administered by us. Including, bt not limited to those for land, objects, items or other NFT’s.
You shall mean you as a natural person, corporation, partnership or other legal entity.
You may not purchase or own NFT’s if you are not of legal age, or reside in a country which is subject to sanctions or financial/transaction restrictions due to war, conflict, or as featuring on a NATO, EU, US, or other Sanction List.
All NFTs purchased or procured by you are subject to these NFT Terms, unless otherwise expressly agreed in writing between the parties and by purchasing or using any NFT you are agreeing to be bound by these NFT Terms.
Termination of these NFT Terms for any reason will not affect any obligations which have arisen prior to termination.
We, from time to time, will sell NFT’s which may be stand-alone or as part of a bundle of other digital goods.
Orders or bids placed for NFTs are non-refundable, cannot be cancelled for change of mind, require payment in full of the Purchase Price at the time of purchase and may require that you connect or provide a Digital Wallet for delivery of the NFT at the time of sale.
All purchase, orders, or bids are final and legally binding. Payment will be required either at the time of purchase or within the allotted time thereafter. Failure to pay after successfully purchasing, ordering, or bidding on an NFT will result in an interest rate of 11% per day until payment is received in full by us.
Certain transactions using Blockchain technology may involve a transaction fee. We are not liable for any of those fees.
If you engage in a secondary sale of your NFT to another purchaser, that transaction may involve third party platforms or Blockchain digital wallets which are not associated with us, and may be subject to transaction fees charged by that network. Should any transfer be conducted using a marketplace we provide, then fees and charges may apply to those transactions payable to us at the time of the transaction.
You must make payment in full in any nominated Digital Currency or via any other nominated payment method as a pre-condition to any purchase of an NFT.
In the case of a primary sale, we will have no obligation to transfer any NFT to you until we have received the Purchase Price in full for any NFT. If you make payment to our Digital Wallet, you must ensure your transfer is made to the correct wallet address. No liability will be held by us for any funds you transfer to the wrong wallet address.
In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any NFTs the subject of a sale where the Purchase Price has no longer been retained in full by us.
Risk and title in any NFT purchase transfers to you upon purchase of the NFT and you are responsible for ensuring your Digital Wallet is accurately linked. If you lose your private key or login or seed phrase for your Digital Wallet you will lose access to your NFTs stored in your Digital Wallet.
Where the Purchase Price has been paid in a Digital Currency and you are entitled to
a refund for any reason, you agree the refund is to be made in the same form of Digital Currency used in the initial transaction, or at our option in United States Dollars equivalent to the value of the Digital Currency used in the initial transaction on the date the Purchase Price was paid.
Refunds may only be given at our sole discretion and can only be processed in extreme situations. All sales are final.
We grant, to the party who Owns an NFT we have issued for the time that party Owns the NFT (Term), a licence in respect of the Art associated with the NFT purchase (Licence) subject always to these NFT Terms in force at the date of sale or transfer together with any other terms and conditions which may apply to the NFT.
The Licence is assignable, transferrable and revocable on the terms of these NFT Terms, and is for your personal, non-commercial, royalty free use of the NFT (including to sell or transfer on a Marketplace) and to display and enjoy the Art associated with the NFT anywhere in the world while you Own the NFT.
Upon your sale of any NFT you Own, the Licence transfers to the purchaser who then Owns the NFT and the ownership of that NFT will be subject to the Licence and these NFT Terms. For the avoidance of doubt, the transfer of the Licence does not constitute a commercial use for the purposes of clause
With immediate effect upon your sale of the NFT you Own, your rights under the Licence shall cease to apply and will no longer be in force and effect. You will no longer be entitled to use the Art (or any reproductions of the Art) upon sale by you of the NFT.
Except as expressly stated in these NFT Terms, nothing in these NFT Terms are intended to, or shall operate to, give you ownership of any Intellectual Property Rights in, or other rights in respect of the Intellectual Property associated with the OG Social Club, Tai Lopez, or any of the brand affiliated or associated with us or those individuals
There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon the sale of the NFT under these NFT Terms.
We may revoke any and all licenses at any time for NFT ownership if it becomes apparent that such a revocation is necessary by operation of law, protection of
intellectual property, or court order.
The NFT may not be used in any way which would:
modify any Art; or
use the Art to market or to sell third-party products or for any other commercial benefit; or
use the Art in connection with images of hatred, violence or other inappropriate behaviour be reasonably considered to bring the Intellectual Property Rights owner into disrepute; or
seek to trademark or acquire Intellectual Property Rights in the Art; or
take, appropriate or represent any ownership in the Intellectual Property; or
assert any right to or over the Intellectual Property in any manner inconsistent with the rights under these NFT Terms; or
take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s title to the Intellectual Property; or
be reasonably seen to disparage the Intellectual Property Rights of the owner; or
contravene the moral rights of the artist or licensor of the Art; or
contravene the Website Terms or these NFT Terms; or
cause, permit or assist any other person directly or indirectly to do any of the above acts
For the avoidance of any doubt:
(a) the restrictions on the Licence survive termination or assignment transfer of the Licence; and (b) the Licence granted under this clause is limited to the time you Own the NFT and upon your sale of the NFT to another party the Licence is assigned to the purchaser of the NFT and your rights under the Licence cease to have any effect, and you must draw to the other party’s attention the contents of these NFT Terms prior to your sale of the NFT;
(c) the sale of your NFT does not constitute a “commercial use” of your NFT for the purposes of these NFT Terms.
These NFT Terms and the Licence may be terminated with immediate effect:
By us if any of the warranties in clause 6 are breached; or
By us if the limitations of the Licence are breached; or
By either party if the other party commits any material breach of its obligations under these Terms and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so. Termination of these Terms does not affect the rights of the parties which have accrued prior to termination.
You hereby acknowledge, agree, and undertake the following:
we provide NFTs solely on a proprietary basis and if we transact with you we do so solely on a bilateral basis;
NFTs are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
NFTs may experience or may have extreme price volatility, including being worthless in the future;
we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
you are solely responsible for any decision to enter into a transaction subject to these NFT Terms, including the evaluation of any and all risks related to any such transaction;
a significant degree of IT sophistication is required to safely deal in and store NFTs of any kind using a Digital Wallet;
we are not a custodian for the purposes of the Corporations Act, and transfers of any NFTs are for transaction purposes only;
all transactions entered into and conducted under these Terms are deemed to have occurred within the jurisdiction of London, United Kingdom;
we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
you purchase NFTs entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or the Art or that your access to use your NFTs will be uninterrupted, timely or secure at all times;
you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs;
we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us; and (m) we do not represent or guarantee any outcomes, or any financial return from your acquisition of any NFT from us, save the ability to Own the NFT and enjoy the Licence.
We represent and warrant that:-
We own, or have the right to use under licence, the Intellectual Property Rights in the NFTs which we sell and are legally entitled to, and are capable of, selling the NFTs
offered for sale; and
We will give you notice before we discontinue or alter the rights or features of any NFTs which you have purchased.
No warranties are made as to the use, benefits, or functionality of any NFT. Any associated memberships are subject to the membership terms and conditions and do not constitute part of this Agreement.
You warrant and assure us that in acquiring an NFT (from us or from a third party or existing NFT holder):
You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of NFTs from us, including sufficient experience in dealing with and storing NFTs using a Digital Wallet;
You have all necessary experience, resources, certificates, licences, permits and approvals to procure or purchase of NFTs applicable in Your Jurisdiction, and that any transactions under these NFT Terms or in your use of the NFT will be legal under the applicable laws of Your Jurisdiction;
All information you supply is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
As far as you are aware, there are no facts, circumstances or other information which both:
you have not fully and fairly disclosed to us in a manner and to an extent that it would impact out ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you an NFT; and
is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of NFTs;
You are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning NFTs; (f) If we request, you will identify and substantiate the source of funds involved in transactions to acquire NFTs;
No Digital Currency transferred to us as part of a Purchase Price has been derived from any illegal or unlawful activity;
You are the lawful owner of any Digital Wallet nominated for delivery of NFTs and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Digital Wallet; and
You have had the opportunity to obtain independent legal advice in relation to the
terms and effect of these NFT Terms.
Nothing you have seen on our website, promotional materials, including those of our brand ambassadors such as Tai Lopez, constitutes financial, legal, tax or other advice.
You represent and warrant to us that each of the Purchaser Warranties is true and accurate, and not misleading or deceptive as at the date of these NFT Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time an NFT or NFTs are provided to you.
You warrant and Undertake that you do not consider NFTs as a Finacial instrument or an investment opportunity. You should not purchase, own, or hold NFT’s if you believe that the constitute a financial opportunity or you are acquiring them with an aim to speculate or make profit from them.
The NFT’s issued by us are NOT financial instruments. They are NOT an investment. They are NOT designed as such and should not be treated as such. They are deigned to encompass membership to a group ONLY.
You must disclose to us anything that has or will constitute a material breach of a Purchaser’s Warranty or cause a Purchaser’s Warranty to be untrue or inaccurate, as soon as practicable after you become aware of it.
Section 9: Mutual Warranties
Each party warrants and assures the other party that:
if it is a company, it is duly incorporated and validly exists under the law of its place of incorporation;
it is not subject to an Insolvency Event; and
these terms constitute a legal, valid and binding terms enforceable in accordance with its terms by appropriate legal remedy
You hereby indemnify us and our Personnel and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of a Purchaser Warranty without limitation.
In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or
connected with, any breach of these NFT Terms, other than a breach of a Purchaser Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by the negligent act or omission of us or our Personnel.
The OG Social Club is a group which will be enhanced by the use of our NFT’s as a membership class. Membership to the OG Social Club is not guaranteed nor is it a right. Any and all membership will be conducted in line with the OG Social Club membership terms.
Membership terms are contained in a separate document. Owning an OG Social Club NFT is a prerequisite to apply for membership.
In the absence of a material breach of these NFT Terms by us or the gross negligence, fraud or wilful misconduct by us when providing NFTs to you under these NFT Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing NFTs to you pursuant to these NFT Terms, including in respect of a Force Majeure Event.
We will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/ permissioned or public) courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any NFT depends or forks of those blockchain(s).
We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of NFTs. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or fiduciary to you.
Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity.
Our total liability to you under any circumstances is limited to the amount for which an NFT was originally sold by us to you and we shall not be liable for any amount above that sum.
The Purchase Price for any transaction will be considered to be inclusive of any applicable Sales Tax.
If any additional Sales Tax is applicable by virtue of any law under Your Jurisdiction, you agree to pay such amount as is payable on behalf of us, and inform us of that payment forthwith.
Any reference to a cost or expense incurred by a party in these NFT Terms excludes any amount of Sales Tax forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit.
Each party is solely responsible for any taxation which arises as a result of dealing in the NFTs, including capital gains or income tax and no party shall have a Claim for any Loss against the other in respect of any taxation amounts how so ever arising.
No tax documents will be provided to you as a purchaser or user of the NFT’s.
Unless a provision of these NFT Terms expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these NFT Terms must be in writing and in English and sent to, in the case of us, our nominated email, of in the case of you, to your nominated email or published on the Website with public access to such notice.
Any notice will be deemed to be received within 24 hours of sending the electronic message (unless a rejection message is received) or publication online.
AGREEMENT TO BINDING ARBITRATION. YOU SHOULD READ THIS SECTION IN FULL AS IT WAIVES YOUR RIGHTS TO COURT ACTION.
Any disputes shall be managed by Arbitration and shall be held in the London Court of International Arbitration (LICA). The matter shall be managed in English applying the laws of England and Wales in so much as they are applicable.
The Arbitration shall be held in English with either one or three Arbitrators being appointed by the parties in accordance with the rules.
You hereby are deemed to have waived your right to a court hearing and any and all disputes shall be managed in accordance with LICA rules and by the LICA.
Class action lawsuits do not exist under the laws of England and Wales. Aside of that, you are deemed to have waived any right to a class action law suit, as either a head, part, or group of a class of individual(s) bringing such an action.
All costs, including ours, of Arbitration shall be born and covered by you. This includes in the event that we are found to be a ‘wrongful’ party in so much as the Arbitrator rules against our position.
Each party must keep confidential, all information relating to the subject matter of a dispute, unless that party is compelled by a regulatory or government authority, court or tribunal to disclose that information.
You hereby expressly agree and undertake that you shall do nothing to damage the reputation of OG Social Club including its affiliates, associates, brand ambassadors, directors, or shareholders. Including statements which you may or may not believe to be true. Including, but not limited to statements about the performance of the NFT, the nature of the club, or any of the prior or current business dealings of the OG Social cub including its affiliates, associates, brand ambassadors, directors, or shareholders.
In acquiring an OG Social Club NFT, you become a ‘band ambassador’. As such, you shall not do anything to bring the brand into disrepute including its advisors, ambassadors, consultants, or other users of the OG Social Club. If you are found to have acted in a way which brings the Social Club, its brand ambassadors, other NFT
holders, the NFT(s), Tai Lopez, or any affiliated or connected brand with any of these persons or parties, we hereby expressly reserve the right, to ‘blacklist’ or otherwise ‘terminate’ your NFT and may take steps to ensure that your NFT becomes unmerchantable and unusable or otherwise technologically removed from the NFT structure of our NFT’s.
Such steps will be taken without compensation, damages, or other claims of loss by you. Any and all licenses associated with any NFT’s you hold shall be revoked.
We reserve the right to amend these NFT Terms from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.
Where there is inconsistency between these NFT Terms and other content displayed as part of the OG Platform concerning the sale of NFTs, the content of these NFT Terms will prevail to the extent of any inconsistency.
We will not be liable for any delay or failure to perform our obligations under these NFT Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these NFT Terms) (Force Majeure Event).
A provision of these NFT Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later
The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these NFT Terms. They will survive the execution and delivery of any assignment or other document entered into for the
purpose of implementing any transaction
These NFT Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these NFT Terms.
To the extent that any party purchases an NFT from you, they are deemed to have taken an assignment of these NFT Terms as published at the time of the purchase and you must provide that party with a link or copy of these NFT Terms.
We may assign our rights under these NFT Terms without your consent, including at any time.
If any provision of these NFT Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these NFT Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
These NFT Terms constitute the entire agreement of the parties in respect of the subject matter of these NFT Terms and supersedes all prior discussions, representations, undertakings and agreements.
None of our agents or representatives are authorised to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
Each party must, at its own expense, do everything reasonably necessary to give effect to these NFTs Terms and the transactions contemplated by it, including but not limited to the execution of documents.
Nothing in these NFT Terms constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these NFT Terms.
Each party must pay its own fees, costs and expenses incurred by it incident to or in
connection with the negotiation, preparation, execution, delivery and completion of these NFT Terms and the transactions contemplated by these NFT Terms including without limitation its own legal, accounting and corporate advisory fees.
These terms shall be governed in accordance with the laws of England and Wales. Any and all rights are reserved by the Panamanian company.