GMGM Limited a company incorporated as a private limited liability company under the laws of Gibraltar on 17 June 2022 with company number 122481 and registered office at Madison Building, Midtown, Queensway, Gibraltar (“the Company”). TERMS FOR THE PURCHASE OF NON-FUNGIBLE TOKENS TO BE ISSUED BY THE COMPANY Last Updated: November 6, 2023 These terms and conditions relating to the purchase of non-fungible tokens to be issued by the Company (the “Token Sale Terms” or “Terms”) apply to each prospective buyer of the Company’s non-fungible tokens (the “NFTs”) who participates in the Company’s sale of NFTs during the Sale Period. If you successfully purchase NFTs during the Sale Period, you are agreeing to and will be bound by these Terms. 1. Definitions In these Terms, save where the context requires, the following capitalised terms shall have respective meanings ascribed to them as follows: “Affiliate” means any respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, joint ventures, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns of the Company; “Available Information” shall mean the documents which are to be formally issued by the Company in due course and which shall be available from time to time for review at and may change from time to time; “Consideration” shall mean any value paid by you for the purchase of the NFTs; “Financial Instruments” shall include the meaning ascribed to it in the Financial Services Act 2019 of Gibraltar or any other relevant legislation in Gibraltar (and “Financial Instrument” shall be construed accordingly); “Governmental Authority” shall mean any supranational, national, state, municipal or local government (including any subdivision, court, administrative agency or commission, stock or securities exchange, self-regulatory organisation or other governmental or regulatory body) or any other supranational, intergovernmental, quasi-government authority, body, department or organisation, including the European Union, or any regulatory body appointed by any of the foregoing in each case, in any jurisdiction; “Intellectual Property” shall include any patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Licensee” shall include the recipient of the Licenced IP under these terms transferee to which the Licenced IP is transferred in accordance with these terms; “Licenced IP” shall mean those rights granted under section 6 below; “Purchasers” shall mean those participants purchasing NFTs from the Company; “Sale Period” shall mean the period commencing on the date on which the Company first commits to sell NFTs to Purchasers under these Terms and ending upon the completion by the Company of the round of sales corresponding to the set of NFTs which your NFT forms part of; “Securities” shall include the meanings ascribed to in the Financial Services Act 2019 of Gibraltar (as amended from time to time) or any other relevant legislation in Gibraltar (and “Security” shall be construed accordingly); 2. Interpretation: Unless otherwise stated herein, these Terms govern only your purchase of NFTs from us. In these Terms: • clause, schedule and paragraph headings shall not affect the interpretation of these Terms; • a ‘third party’ and a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns; • a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; • words in the singular shall include the plural and vice versa; and • unless the context otherwise requires, a reference to one gender shall include a reference to the neuter and the other genders. PLEASE READ THESE TERMS CAREFULLY AND NOTE THAT THE SECTION ON DISPUTE RESOLUTION. ARBITRATION CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PARTICIPATE IN THE COMPANY’S SALE OF NFTS. YOU MAY LOSE ALL MONIES THAT YOU SPEND PURCHASING NFTS. IN THE EVENT THAT YOU PURCHASE NFTS, YOUR PURCHASE CANNOT BE REFUNDED OR EXCHANGED. THERE IS NO GUARANTEE THAT THE UTILITY OF THE NFTS OR THE PROJECT DESCRIBED IN THE AVAILABLE INFORMATION (AS DEFINED BELOW) WILL BE DELIVERED. YOU ARE WAIVING YOUR RIGHTS BY AGREEING TO THESE TERMS AND CONDITIONS AND PARTICIPATING IN THE COMPANY’S SALE OF NFTS. BY PARTICIPATING IN THE COMPANY’S SALE OF NFTS YOU ARE AGREEING TO HAVE NO RECOURSE, CLAIM, ACTION, JUDGEMENT OR REMEDY AGAINST [xx] LIMITED IF THE UTILITY OF THE NFTS OR IF THE PROJECT DESCRIBED IN THE AVAILABLE INFORMATION IS NOT DELIVERED OR REALISED. IF YOU ARE UNCERTAIN AS TO ANYTHING IN THE AVAILABLE INFORMATION OR YOU ARE NOT PREPARED TO LOSE ALL MONIES THAT YOU SPEND PURCHASING NFTS, WE STRONGLY URGE YOU NOT TO PURCHASE ANY NFTS. WE RECOMMEND YOU CONSULT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVISORS OR EXPERTS FOR FURTHER GUIDANCE BEFORE PARTICIPATING IN THE COMPANY’S SALE OF NFTS OUTLINED IN THE AVAILABLE INFORMATION. YOU ARE STRONGLY ADVISED TO TAKE INDEPENDENT LEGAL ADVICE IN RESPECT OF THE LEGALITY IN YOUR JURISDICTION OF YOUR PARTICIPATION IN THE COMPANY’S SALE OF NFTS. If you have any questions regarding these Terms, please contact us by email at You and the Company hereby agree as follows: 3. Intended Purpose and Use of NFTs 3.1. Walker World is a virtual world designed to allow holders of the NFTs to participate in the virtual world and play games. Each NFT represents a digital collectible which forms part of the collection of 3D walking avatars, weapons and vehicles designed for use within Walker World (the “ Digital Artwork”). Each NFT is minted by a smart contract deployed to the Ethereum blockchain, which associates the NFT with a piece of the Digital Artwork. 3.2. The intended purpose of the NFTs is to allow holders to participate in the collection of the Digital Artwork, and to facilitate the provision and receipt of services (collectively, the “Services”) which Services are more particularly set out in the Available Information, the final form of which will be published and updated by the Company from time to time and which you will be able to find on You hereby agree that you have read the Available Information that can be found on the following link and have understood its content. You hereby also confirm that you have taken independent legal advice before accepting these Terms. The Services will be provided through an online software platform (the “Platform”) that is currently at an advanced stage but is still under development by the Company or an Affiliate thereof. 3.3. The purchase, ownership, receipt, transmission or possession of NFTs carries no rights, express or implied, other than the right to use NFTs as a means to enable usage of and interaction within the Platform as set out in these Terms. The Terms shall not and cannot be considered as an invitation to enter into an investment or purchase any Security or Financial Instrument. The Terms do not constitute or relate in any way, nor should they be considered, as an offering of Securities or Financial Instruments in any jurisdiction. The Terms do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. The NFTs are designed for utility and participation and are not intended to be used as an investment. Further, you must note that NFTs do not represent or confer any ownership right or stake, share, equity or Security or equivalent rights, or any right to receive future revenue shares or voting rights or Intellectual Property rights, except as expressly referenced in these Terms, in the Company or any Affiliate thereof. Acquiring NFTs shall not grant any right or influence over the Company’s (or any Affiliate thereof) organisation and governance to you, other than rights relating to the potential future provision and receipt of Services, subject to the limitations and conditions contained in these Terms. The NFTs are not intended to be a representation of money (including electronic money), Security, commodity, Financial Instrument, bond, debt instrument or any other kind of Financial Instrument or investment. Protections offered by the applicable law in relation to the purchase and sale of the aforementioned Financial Instruments and/or investments do not apply to the purchase and sale of NFTs and neither these Terms nor the Available Information constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or Financial Instrument in any jurisdiction. NFTs should not be acquired in any case or circumstance for speculative or investment purposes with the expectation of making a profit on immediate resale or otherwise. 3.4. The Company, or an Affiliate thereof, will use reasonable endeavours to launch its operations and develop the Platform. Any person agreeing, covenanting or undertaking to acquire NFTs acknowledges and understands that the Company, or any Affiliate thereof, does not provide any guarantee that it will establish an operative Platform and therefore it cannot guarantee that the NFTs can be used to purchase or access goods or Services on the Platform. You acknowledge and understand therefore that the Company, or any Affiliate thereof, assumes no liability or responsibility whatsoever or howsoever arising for any loss or damage that would result from or relate to the incapacity to use NFTs. 3.5. NFTs do not constitute the provision of any goods and/or Services as at the date of these Terms. 4. Cancellation; Refusal of Purchase Requests Your purchase of NFTs from us is final, and there are no refunds or cancellations except as may be required by applicable law or regulation, if any. We reserve the right to refuse or cancel NFT purchase requests at any time in our sole and absolute discretion. In such an event the consideration paid by you shall be rejected or refunded. 5. Title and Risk No title (legal or beneficial) or any ownership or other rights title and/or interests of any nature whatsoever or howsoever arising (including those capable of being imposed by way of implied, resulting, constructive or other trust) relating to any NFTs shall be transferred to or conferred on you until the moment that the NFTs you have purchased under these Terms are recorded as credited in your cryptocurrency wallet (the “Transfer Event”). Risk to the NFTs shall pass to you on the Transfer Event. Upon the occurrence of the Transfer Event, you will acquire all right, title, and interest in and to the NFT. This includes the right to sell, transfer, assign or otherwise dispose of ownership of the NFT, subject to the terms and conditions of this Agreement. Your purchase of the NFT shall not grant you any right, title or interest in or to any of the Intellectual Property rights associated with the Digital Artwork. Instead, you receive only ownership of the NFT, and a licence to use the Digital Artwork represented by the NFT. Further detail on permitted use of the NFT and associated Intellectual Property rights are detailed below. 6. Intellectual Property Rights 6.1. The Company and its Affiliates own or possess adequate enforceable rights to use all Intellectual Property relating to the Digital Artwork and the Platform necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a material adverse effect; the Company and its Affiliates have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavourable decision, would result in a material adverse effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Affiliates challenging the Company’s or any of its Affiliates’ rights in or to or the validity of the scope of any of the Company’s or any Affiliates’ Intellectual Property rights; no other entity or individual has any right or claim in any of the Company’s or any of its Affiliates’ Intellectual Property rights by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Affiliate or by any non-contractual obligation, other than by written licenses granted by the Company or any Affiliate; the Company and its Affiliates have not received any written notice of any claim challenging the rights of the Company or its Affiliates in or to any Intellectual Property owned, licensed or optioned by the Company or any Affiliate which claim, if the subject of an unfavorable decision would result in a Material Adverse Effect. 6.2. Subject to your acceptance of and compliance with these terms, and restrictions outlined in this section, the Company irrevocably grants you a non-exclusive, revocable, worldwide, non-transferable (except as specifically provided in section 6.5 below), royalty-free licence to: (a) reproduce copies of the piece of Digital Artwork represented by your NFT; (b) distribute copies of the piece of Digital Artwork represented by your NFT; (c) create, distribute and sell, goods or artwork based on or deriving from the piece of Digital Artwork represented by your NFT (“Derivative Works”); (d) publicly display your NFT or copies of the piece of Digital Artwork represented by your NFT; (e) publicly perform and transmit using the piece of Digital Artwork represented by your NFT; and (f) otherwise use and exploit the piece of Digital Artwork represented by your NFT, both for commercial and non-commercial purposes, provided that any benefit derived from activities conducted for commercial purposes under (a) to (f) above shall not exceed £100,000, unless a prior written agreement has been made with the Company (the “Licenced IP”). 6.3. The Licensee shall not: 1. use the Licenced IP as any part of a trademark, service mark, design mark, trade name, or similar; or 2. claim the Licenced IP, or any Derivative Works as their own copyrighted work. 6.4. The grant and retention of the Licenced IP as set out above is subject to the holder of the Licenced IP not: 1. modifying the Digital Artwork in any way; 2. in any way using the Digital Artwork or Derivative Works to directly, indirectly or implicitly depict or encourage hate speech, violence, cruelty, vulgarity, political statements, offensive behaviour, or any illegal, unlawful, defamatory, harassing, abusive or fraudulent activities or language; 3. registering or attempting to register or otherwise acquire any trademark, copyright, or other intellectual property or proprietary rights in or to the Digital Artwork or any of the Intellectual Property of the Company; or 4. representing or implying that the Company endorses or otherwise supports their use of the Digital Artwork. Failure on the part of the holder of the Licenced IP to comply with any of 1 to 4 above shall result in the revocation by the Company of the Licenced IP. 6.5. You have the limited right to transfer the Licenced IP, provided that the transferee shall be subject to all of the terms of this Agreement relating to the Licenced IP. 6.6. The Company reserves all rights in relation to the Digital Artwork, as such the Company may for example replicate, create Derivative Works, display, or otherwise deal with the Intellectual Property rights pertaining to the Digital Artwork. 7. NFT Sale Procedures and Specifications Important information about the procedures and material specifications of the Company’s NFTs sale is provided on the Company’s website including, but not limited to, details regarding the timing and pricing of the NFTs and the number of NFTs we will sell. By purchasing NFTs, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications. 8. Acknowledgment and Assumption of Risks YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING NFTS, HOLDING NFTS, AND USING NFTS FOR PROVIDING OR RECEIVING SERVICES. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DISCLOSED AND EXPLAINED HEREAFTER BEFORE DECIDING TO PURCHASE THE NFTS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD RESULT IN YOU LOSING ALL OR PART OF YOUR CONSIDERATION. IF YOU HAVE ANY QUESTIONS REGARDING THESE RISKS, PLEASE CONTACT US AT MORTEN@WALKERWORLD.IO. BY PURCHASING NFTS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS. 9. Risks Relating to Purchase, Sale and Use of NFTs 9.1. Important Note: As set out in these Terms, the NFTs are not being structured or sold as Securities or any other form of investment product. Accordingly, none of the information presented in this section is intended to form the basis for any investment decision, and no specific recommendations are made or intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this section, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. 9.2. No part of the Available Information should be considered to be business, legal, financial or tax advice regarding the Company, the NFTs or any of the matters to which all or any part of the Available Information relates. 9.3. By purchasing, holding and using NFTs, you expressly acknowledge and assume the following risks: 9.3.1. Risk of Losing Access to NFTs Due to Loss of Private Key(s) A private key, or a combination of private keys, is necessary to control and dispose of NFTs stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing NFTs will result in loss of such NFTs. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your NFTs. The Company is not responsible for any such losses. 9.3.2. Risks Associated with the Ethereum Protocol Because NFTs and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or NFTs. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the NFTs and the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. Upgrades to the Platform after it launches, a hard fork in the Platform or a change in how transactions are confirmed on the Platform may have unintended adverse effects on NFTs. 9.3.3. Risk of Hacking and Security Weaknesses NFTs may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the Platform or the NFTs in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and the NFTs or result in the loss of your NFTs or the loss of your ability to access or control your NFTs. 9.3.4. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, NFTs are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you. 9.3.5. Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of the NFTs and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the NFTs. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the NFTs. Regulatory actions could negatively impact the Platform and the NFTs in various ways, including, for purposes of illustration only, through a determination that NFTs are a regulated Financial Instrument that require registration or licensing. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. 9.3.6. Legal and Regulatory Factors Relating to the Platform Might Present Barriers to Success. The Platform will operate in a new and developing legal environment. There is no established body of law or court decisions concerning blockchain and smart contracts, and the law regarding token sales and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Platform, thus undermining the functionality of the Platform and NFTs. To the extent licenses or other authorisations are required in one or more jurisdictions in which the Company and/or its Affiliates operate or will operate, there is no guarantee that the Company and/or its Affiliates will be granted such licenses or authorisations. The Company and/or its Affiliates may need to change its business model to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the Company and/or its Affiliates. 9.3.7. Risks of Government and Private Actions. The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that Governmental Authorities will not examine the operations of the Company, or enact regulations or pursue enforcement actions against the Company, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Company. In addition, non-governmental parties may bring private legal actions against the Company, either individually or as a class, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Company. 9.3.8. Risks Arising from Taxation The tax characterisation of NFTs is uncertain. You must seek your own tax advice in connection with purchasing, holding and utilising NFTs, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements. It is also possible that the income of the Company would be subject to significant amounts of income and/or withholding taxes. The uncertainty in the tax treatment of NFTs and transactions in NFTs may expose subscribers, prospective purchasers and the Company alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of NFTs. 9.3.9. Capital Control Risks Many jurisdictions impose strict controls on the cross-border flow of capital. Holders of NFTs may be subject to these regulations. 9.3.10. Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) In the event that licenses, registrations or other authorisations are required under applicable CFT and/or AML regulations to operate the Platform, there is no guarantee that the Company will be able to successfully obtain such licenses, registrations or authorisations. In addition, any illicit use of NFTs by bad actors could breach such regulations and seriously impact the global reputation of the Platform. In such an event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of NFTs. 9.3.11. Risk of Alternative Networks It is possible that alternative networks could be established in an attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative networks, which could negatively impact the Platform and NFTs. 9.3.12. Risk of Insufficient Interest in the Platform or Distributed Applications It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Platform) more generally or distributed applications to be used on the Platform. Such lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of NFTs. 9.3.13. Risks Associated with the Development and Maintenance of the Platform The Platform is still under development and may undergo significant changes over time. The Platform’s development will require significant capital, the expertise of the Company’s management and substantial time and effort by skilled developers and other parties. The Company may not retain the services of developers with the technical skills and expertise needed to successfully develop the Platform and progress it to a successful launch. In addition, even if the Platform is successfully developed and launched, there can be no assurance that the Platform will function as intended or that it will be able to sustain long-term operation of NFTs or other large scale D-apps or cryptocurrencies. Although we intend for the NFTs and Platform to follow the specifications set forth in the Available Information, and will take commercially reasonable steps toward those ends (subject to internal business description), we may have to make changes to the specifications of the NFTs or Platform for any number of legitimate reasons. This could create the risk that the NFTs or Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and NFTs. The Company plans to incorporate various technology solutions into the Platform. Some or all of these technology solutions may be new and/or relatively untested. There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways. There is no guarantee that such technologies will operate as intended or as described in the Available Information. 9.3.14. Risk that Platform is Superseded. There can be no assurance that the technology being proposed to underpin the Platform will not be supplanted by competing protocols that improve upon, or fully replace, the Platform’s technology. If the Platform is surpassed or superseded, NFTs usage and adoption may decline. The Platform’s technology may be available as open-source, meaning that anyone can copy and disseminate the Platform source code either in the same form or with modifications as a “fork.” 9.3.15. Risks Associated with Intellectual Property Matters. The Company does not currently hold any issued patents and, thus, would not be entitled to exclude or prevent other entities from replicating their technology, methods and processes. While the Company enters into confidentiality and invention assignment agreements with its developers, no assurance can be given that these agreements will be effective in controlling access to the Company’s proprietary information and trade secrets. The confidentiality agreements on which the Company relies to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorised use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent the Company’s competitors or others from independently developing technology that is substantially equivalent or superior to their technology. In addition, others may independently discover the Company’s trade secrets and confidential information, and in such cases, the Company likely would not be able to assert any trade secret rights against such parties. Although the Company does not believe that the technology, processes and methods relating to the Platform have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Platform. Patent holders or other intellectual property owners may assert that the Platform or Company’s methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Platform, including through awarded injunctive relief. 9.3.16. Risk of Price Volatility. The prices of NFTs have historically been subject to dramatic fluctuations and are highly volatile, and the market price of NFTs may also be highly volatile. 9.3.17. Risks Associated with Use of Funds. There can be no assurance the Company will have sufficient funds to repay the Consideration as and when required under the Terms of Sale. The Company does not have any fiduciary or other obligation to use the funds generated by the sale of NFTs for the benefit of the purchasers. 9.3.18. Risk Associated with the Blockchain Industry. The growth of the blockchain industry in general, as well as the blockchain networks with which the Platform and the NFTs will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the blockchain industry, as well as blockchain networks, include, without limitation: § Worldwide growth in the adoption and use of Bitcoin, Ether and other blockchain technologies; § Government and quasi-government regulation of Bitcoin, Ether and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems; § The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks; § Changes in consumer demographics and public tastes and preferences; § The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks; § General economic conditions and the regulatory environment relating to cryptocurrencies; or § A decline in the popularity or acceptance of the Bitcoin or Ethereum networks would adversely affect our results of operations. § The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Platform and the NFTs. 9.3.19. Risk of Dissolution of the Company or Platform It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of Ethereum (or other cryptographic and fiat currencies), decrease in the utility of the NFTs due to negative adoption of the Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve. 9.3.20. Risks Arising from Lack of Governance Rights Because NFTs confer no governance rights of any kind with respect to the Company or its corporate Affiliates, NFT holders will have no control or influence on decisions involving the Company. 9.3.21. Unanticipated Risks Non-fungible cryptographic tokens such as the NFTs are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with your purchase, holding and use of NFTs, including those that the Company cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this section. 10. Security You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold NFTs that you purchase from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your NFTs. The Company shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of NFTs nor is the Company under any obligation to recover any NFTs and the Company hereby excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) NFTs. 11. Personal Information The Company may determine, in its sole and absolute discretion, that it needs to undertake due diligence on certain prospective purchasers of NFTs. As part of the Company’s due diligence process it may request that you send us certain information about you. You agree to provide the Company with such information promptly upon request, and you acknowledge and accept that the Company may refuse to sell NFTs to you until you provide such requested information in a form that is satisfactory to the Company. 12. Taxes The purchase price that you pay for NFTs is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of NFTs, including, but not limited to: sales, use, value added, and any other taxes that may be applicable. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction where you may be liable to pay tax. The Company is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from your purchase of NFTs. 13. Representations and Warranties By purchasing NFTs, you represent, warrant and irrevocably undertake to the Company that: (i) You have taken independent legal advice prior to accepting these Terms; (ii) You have read and understood these Terms; (iii) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the NFTs; (iv) You have obtained sufficient information about the Company, the Company’s officers and agents and representatives and about the NFTs to make an informed decision to purchase the NFTs; (v) You understand that the NFTs confer only the potential future right to receive Services and confer no other rights of any form with respect to the Platform, the Company, or any Affiliate thereof including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (vi) You are purchasing NFTs to potentially receive Services on the Platform at a future point in time. You are not purchasing NFTs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; (vii) Your purchase of NFTs complies with applicable law and regulation in your jurisdiction or in any jurisdiction the laws of which you may be subject to. (viii) You live in a jurisdiction that allows the Company to sell the NFTs and does not prohibit you from participating through a token sale without requiring any local authorisation; (ix) Your purchase of NFTs shall be made in full compliance with any and all applicable legal and tax obligations to which you may be subject in any relevant jurisdiction; (x) If you are purchasing NFTs on behalf of any entity, you are authorised to accept these Terms and enter into a binding agreement with the Company on such entity’s behalf (references to “you” in these Terms refer to the entity on whose behalf you are authorised to purchase the NFTs); (xi) You are not a resident or domiciliary of the United States of America, China, South Korea or any jurisdiction which prohibits token sales and/or any participation therein (a “Restricted Jurisdiction”) or purchasing NFTs from a location in a Restricted Jurisdiction, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Jurisdiction, nor are you purchasing NFTs on behalf of any such person or entity; (xii) You are not: (i) a citizen or resident of a geographic area in which access to or use of the NFTs and/or the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) 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. (xiii) You acknowledge and accept that the Company may refuse to issue NFTs to you if you are a citizen, resident or domiciliary referred to in (xi) or (xii) above. (xiv) You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the NFTs and/or the Services. (xv) If you are registering to use the NFTs or the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation, and (ii) you are duly authorised by such legal entity to act on its behalf; (xvi) If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us; (xvii) The acceptance by you of these Terms and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organisational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound; (xviii) The cryptocurrency assets you use to purchase NFTs are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the NFTs to finance, engage in, or otherwise support any unlawful activities; (xix) Any NFTs you acquire will be acquired in your name, and any cryptocurrency assets you use will come from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation; and (xx) You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority. 14. Indemnity To the fullest extent permitted by applicable law, you will fully and effectively indemnify, defend and hold harmless the Company and its Affiliates from and against any and all claims, judgements, demands, actions, damages, losses, costs and expenses (including taxes as well as reasonable professional and legal fees) that arise from or relate to: (i) your purchase or use of NFTs; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity. The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to this indemnity. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company. 15. Disclaimers TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO THE EXTENT THAT THIS DISCLAIMER APPLIES TO YOU AND EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY THE COMPANY, (A) THE NFTS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND MADE BY THE COMPANY AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE NFTS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE NFTS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE NFTS WILL BE CORRECTED; AND (C) THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE NFTS OR THE DELIVERY MECHANISM FOR NFTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 16. Limitation of Liability NEITHER THE COMPANY NOR ANY OF ITS RESPECTIVE REPRESENTATIVES OR AFFILIATES, SHALL BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL OR INDIRECT LOSS, LOSS OF PROFIT OR REVENUE, LOSS OF GOODWILL OR SPECIAL, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS. THE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE NFTS, WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE PURCHASER FOR THE NFTS. THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR GROSS MISCONDUCT OF COMPANY. YOU ACKNOWLEDGE THAT ALL OF YOUR RIGHTS AND REMEDIES ARE CONTAINED OR REFERRED TO IN THESE TERMS, AND YOU SHALL NOT HAVE ANY OTHER RIGHT OR REMEDY, INCLUDING A CLAIM FOR INNOCENT OR NEGLIGENT MISREPRESENTATION OR NEGLIGENT MISSTATEMENT. EVERY TERM OR CONDITION IMPLIED BY LAW IN ANY JURISDICTION IN RELATION TO THE SUBJECT MATTER OF THESE TERMS SHALL BE EXCLUDED TO THE FULLEST EXTENT POSSIBLE, AND TO THE EXTENT THAT IT IS NOT POSSIBLE TO EXCLUDE ANY SUCH TERM OR CONDITION, YOU IRREVOCABLY WAIVE ANY RIGHT OR REMEDY IN RESPECT OF IT. 17. Release To the fullest extent permitted by applicable law, you release the Company and its Affiliates from all and any responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release. 18. Dispute Resolution. Arbitration PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. Binding Arbitration Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either you or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) save as expressly provided herein, waive your respective rights to have any and all Disputes arising from or related to these Terms resolved in any court, and (ii) waive your respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration provided in these Terms. No Class Arbitrations, Class Actions or Representative Actions Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. Arbitration Rules The enforceability of this Section (Dispute Resolution. Arbitration) will be both substantively and procedurally governed by and construed and enforced in accordance with the 2012 (as revised in 2021) International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law. Notice; Informal Dispute Resolution Each of the participant or the Company will notify the other in writing of any Dispute within thirty (30) days of the date it arises, so that respective party can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at Notice to you shall be either posted on the Company’s website or, if available, will be sent by email to any email address you provided in connection with your purchase of NFTs or use of the Platform or Services. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this Section (Dispute Resolution. Arbitration), commence an arbitration proceeding or, to the extent specifically provided for in this Section (Dispute Resolution. Arbitration), file a claim in court. Process Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed by the Gibraltar Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision. Authority of Arbitrator These Terms, the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Arbitration Rules The International Chamber of Commerce Rules of Arbitration and additional information about the International Chamber of Commerce are available at By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason. 19. Data Protection 19.1. As part of the Registration Process, the Company may request certain information from you. This may require the Company to request documents to include, but not be limited to, certified copies of documents verifying: (i) your identity; (ii) your address; (iii) the source of your wealth; (iv) the source of funds used for the purposes of acquiring NFTs; and (v) any other documents or data from which you can be identified. Your information as well as the items referred to in sub-paragraphs 41(i) to 41(v) above shall hereinafter be referred to as your “Personal Data”. 19.2. The Company will not disclose your Personal Data except as expressly permitted under these Terms and otherwise only with you prior consent. However, the Company may be required to disclose your Personal Data and/or certain other information about you to relevant competent authorities to the extent required by law or by an Order of a Court or competent authority. By accepting these Terms, you expressly agree and consent to your Personal Data being disclosed to such third parties to any extent required for the purposes of compliance with applicable law. 19.3. The Company will process your Personal Data in accordance with the Data Protection Act 2004, as may be amended (the “Data Protection Act”), and you agree that the Company, as the data controller, may directly or through the Company’s service providers or agents process your Personal Data for any one or more of the following purposes: (a) the purchase of the NFTs pursuant to these Terms; (b) providing you with information about the Company and its products and range of services; (c) compliance with relevant ‘Know Your Client’ and Anti-Money Laundering requirements under applicable law; (d) management of enquiries and complaints; (e) processing of transactions related to the purchase of NFTs; (f) opening, maintaining or operating a bank account in the Company’s name; (g) resolving any disputes with you; (h) producing summary information for statistical, regulatory and audit purposes; or (i) any other reasonable purposes in accordance with applicable law. 19.4. Under the Data Protection Act you have a right to access your Personal Data held by the Company, and it is your responsibility to inform the Company of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to the Company should you wish to enforce these rights. 19.5. You agree that the Company may, for the purposes set out above, permit the transfer of your Personal Data to any jurisdiction and that by accepting these Terms you are authorising and expressly consent to the processing of your Personal Data by the Company, its agents and/or its service providers, provided that where your Personal Data is processed by entities other than the Company, its agents or its service providers, the Company shall seek your prior written consent in respect of such processing. 19.6. You acknowledge, accept and understand that these Terms, insofar as they relate to the controlling and processing of your Personal Data by the Company and/or its agents or service providers are only relevant to the processing of your Personal Data for the purposes set out above, and that you may be requested to sign and/or agree to a separate and additional agreement and/or additional terms and conditions (any of these a “Supplementary Agreement” and together “Supplementary Agreement(s)”) in order to access any future Platform or service or application and/or use the NFTs and/or provide or receive NFT utility or otherwise use and interact with the Platform. Such Supplementary Agreement(s) will govern the Terms under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the Platform and/or the NFTs. 20. Governing Law and Jurisdiction These Terms will be governed by and construed and enforced in accordance with the laws of Gibraltar, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual Disputes or claims) that is not subject to arbitration will be resolved exclusively in the courts of Gibraltar. 21. Severability If any term, clause or provision of these Terms is held unlawful, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under these Terms shall not affect the validity and enforceability of the rest of these Terms. 22. Miscellaneous These Terms constitute the entire agreement between you and the Company relating to your purchase of NFTs from the Company. The Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Company makes such changes, it will post the amended Terms at and update the “Last Updated” date above. The amended Terms will be effective immediately. The Company may assign its rights and obligations under these Terms without your consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control. Purchasing NFTs from the Company does not create any form of partnership, joint venture or any other similar relationship between you and the Company. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to you, including these Terms, will be provided in electronic form. You and the Company acknowledge that, in accepting these Terms, neither you nor the Company do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided therein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. * * * * *