Purchase Agreement
Last Updated: April 5th, 2023
This NFT Purchase Agreement (this “Agreement”) is a legally binding agreement by and between Unstoppable Games, Inc. (“UGI”) and the initial and any subsequent purchaser of Influence Asteroid or Crewmate digital assets (“Influence Asset”) (“you” or “Purchaser”). UGI and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.
1. AGREEMENT TO TERMS
(a) General. By purchasing an Asteroid or Crewmate, you acknowledge that you have carefully read and agree to the terms of this Agreement. “Influence Asset” means a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain). Each Influence Asset is digital in nature and is not linked to and is not sold together with (i) any items or representations that have physical dimensions such as mass or volume, or (ii) any Access Rights (as defined below) as of the time of purchase. This Agreement governs your participation in the Primary Transactions on https://game.influenceth.io (the “Application”) as well as Secondary Transactions between Transferors and Transferees (as defined below).
(b) Additional Terms. The access and use of the Application are subject to the separate terms of the Application available at: https://influenceth.io Purchaser further acknowledges that Purchaser has carefully read and has accepted the (i) Application Terms of Service (the “Application Terms”) and (ii) the Application Privacy Policy (the “Application Privacy Policy”) because the Application Terms and the Application Privacy Policy govern its use of the Application. This Agreement controls if there is a conflict between, on the one hand, any of the Application Terms or the Application Privacy Policy, and, on the other hand, this Agreement, with respect to Influence Asset.
2. OWNERSHIP
(a) When Purchaser acquires an Influence Asset, Purchaser owns all personal property rights to that Influence Asset (e.g., the right to freely sell, transfer, or otherwise dispose of that Influence Asset). No other rights of any kind or nature with respect to the Influence Asset or any image or other intellectual property associated with, related to, or linked to, an Influence Asset are granted or licensed to Purchaser.
(b) Ownership of an Influence Asset may following the date hereof entitle the Purchaser to certain tangible or rights, benefits, interests, preferences, or privileges herein offered from time to time by UGI or third parties in their respective sole discretion (“Access Rights”). Access Rights, if any, will be offered pursuant to separate terms (whether written or unwritten) published from time to time by UGI, or the applicable third party.
(c) Purchaser represents and warrants that Purchaser will not transfer an Influence Asset in any Secondary Transaction to a Transferee who is designated or specified by the United States Office of Foreign Assets Control or under regulations made under the Sanctions and Anti-Money Laundering Act 2018 (Chapter 13) of the laws of England and Wales. (“Prohibited Transferee”). A “Secondary Transaction” means any transaction in which an Influence Asset is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Application in which an Influence Asset is first sold to Purchaser.
(d) For the avoidance of doubt, without limiting Section 2(a), nothing contained in this Agreement will be deemed to grant Purchaser any rights in or to any image or other intellectual property associated with, related to, or linked to, an Influence Asset, including any right to use such image or intellectual property for any non-personal or commercial purposes, or to create any derivative works of such image or intellectual property. Notwithstanding the foregoing, to the limited extent that an image is displayed as a result of the operation of the smart contract related to the Influence Asset in connection with Purchaser’s use of an Influence Asset in accordance with this Agreement, Purchaser will have the right to display such image for Purchaser’s own personal, non-commercial purpose for so long as Purchaser owns the Influence Asset.
3. PAYMENT AND FEES
(a) Purchase and Sale. Purchaser hereby agrees to purchase the Influence Asset at the price set forth on the transaction page of the Application and in accordance with the procedures set forth on the Application (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of this Agreement, including the delivery of the Influence Asset, is conditioned upon the following terms being met: (i) Purchaser’s payment of the Primary Transaction Purchase Price, (ii) Purchaser’s provision, through the Application, of an Ethereum or Starknet Network-compatible network wallet address and a “wallet” that is compatible with the Application (“Wallet”) to which the Influence Asset will be delivered; and (iii) Purchaser’s successful completion (as determined by UGI in its sole discretion) of any applicable diligence and other processes as requested by the UGI. If the Purchaser fails to meet any of the conditions above, UGI may suspend the delivery of the purchased Influence Asset or terminate the Primary Transaction. UGI reserves the right, in its sole discretion, to limit the number of Influence Assets that may be purchased by any single person. Purchaser may only purchase a maximum number of Influence Assets per Wallet as determined from time to time by UGI in its sole discretion.
(b) Purchaser Representations
(i) Qualifications. Purchaser represents and warrants that Purchaser (A) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (B) is not listed on any U.S. Government list of prohibited or restricted parties; (C) is not designated or specified as a Prohibited Transferee, (D) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement; (D) will use and interact with the Influence Asset only for lawful purposes and in accordance with this Agreement; and (E) will not use the Influence Asset to violate any law, regulation or ordinance or any right of UGI, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that he/she will comply with all applicable law.
(ii) Artistic Purposes Only. Purchaser represents and warrants that Purchaser (A) is purchasing the Influence Asset for personal enjoyment purposes, and (B) is not purchasing any Influence Asset with the intent or expectation of profits from any appreciation in value or otherwise from the Influence Asset or any Access Rights that may from time to time be granted by UGI or third parties.
(iii) Qualified Consumer. Purchaser acknowledges and agrees that Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of non-fungible cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand this Agreement. Purchaser understands, acknowledges and agrees that such knowledge allows it to appreciate the implications and risks of acquiring the Influence Asset herein.
(c) Form of Payment. All payments for the Primary Transaction Purchase Price shall be made via Ether (“ETH”), unless otherwise determined in UGI’s sole discretion.
(d) Gas Fees. By buying or selling an Influence Asset on the Application or any other platform, you agree to pay all applicable fees, including, but not limited to, any transaction fees and Gas Fees, as applicable. “Gas Fees” fund the network of computers that run the decentralized Ethereum and / or Starknet networks, meaning that the Purchaser will need to pay a Gas Fee for each transaction that occurs via the Ethereum and / or Starknet networks. UGI does not have any insight into or control over these payments or transactions, nor does UGI have the ability to reverse any transactions. Accordingly, UGI will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the Influence Assets that you engage in.
(e) Transfers: All Secondary Transactions are subject to Section 3(b) of this Agreement, as well as the following terms: (i) the Influence Asset transferee (the “Transferee”) shall, by purchasing or otherwise receiving the Influence Asset, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 3(a) and 3(c)); and (ii) the Influence Asset transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, and shall cause the Transferee to agree to the terms of this Agreement. Purchaser further acknowledges and agrees that all Secondary Transactions will be effected on the Ethereum or Starknet blockchains, the blockchain networks governing the Influence Asset, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet.
4. WARRANTY DISCLAIMERS
ALL INFLUENCE ASSETS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, UGI EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. UGI ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE INFLUENCE ASSET WILL MEET PURCHASER’S REQUIREMENTS, OR THE INFLUENCE ASSET WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NEITHER UGI NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE INFLUENCE ASSET.NEITHER UGI NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE INFLUENCE ASSET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO THE INFLUENCE ASSET; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
NEITHER UGI NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE INFLUENCE ASSET. NEITHER UGI NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE INFLUENCE ASSET, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
5. ASSUMPTION OF RISK
Purchase accepts and acknowledges all risks associated with the following:
(a) The disclaimers set forth in Section 4 above.
(b) Any Access Rights, and the lack of Access Rights, as may be the case from time to time.
(c) Purchaser is solely responsible for determining what, if any, taxes and gas fees apply to Purchaser’s purchase, sale, or transfer of the Influence Asset. UGI is not responsible for determining or paying the taxes or gas fees that apply to such transactions.
(d) Influence Assets are digital assets recorded and transferable on the Ethereum and Starknet blockchains. Any transfer of an Influence Asset occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by UGI. Transactions involving Influence Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Influence Assets shall be deemed to be made when recorded on the Ethereum or Starknet blockchain ledgers, which is not necessarily the date or time that Purchaser initiated the transaction.
(e) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. UGI will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting transactions involving Influence Assets, however caused, including any Gas Fees paid or payable in connection therewith. UGI does not store your password, passkey, private key or other credentials needed to access the Influence Assets following the sale, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of your password, private key or passkey in a secure location.
(f) Transactions involving Influence Assets may rely on third-party platforms to perform transactions which are outside of UGI’s control.
6. LINKS TO THIRD PARTY APPLICATIONS OR RESOURCES
Use and interaction of the Influence Asset may allow Purchaser to access third-party websites or other resources. All such websites are provided only as a convenience and neither UGI nor the Disclaimed Parties are responsible for the content, products, or services on or available from those resources or links displayed on such websites. Without limiting Section 5, Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view any image or display associated with an Influence Asset on a third-party website serve as grounds for a claim against UGI or any Disclaimed Party.
7. INDEMNITY
Purchaser shall defend, indemnify, and hold UGI and all Disclaimed Parties (collectively, the “UGI Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Influence Assets whether or not such person personally purchased the Influence Assets) against any UGI Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Purchaser’s purchase, ownership, use and interaction with the Influence Assets, (b) Purchaser’s breach or anticipatory breach of this Agreement, (c) Purchaser’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Purchaser’s use or interaction with the Influence Assets, and (d) any misrepresentation made by Purchaser (all of the foregoing, “Claims and Losses”). Purchaser will cooperate as fully required by UGI in the defense of any Claim and Losses. Notwithstanding the foregoing, UGI may act on behalf of the Purchaser to agree to any settlement or compromise with respect to any Claims and Losses, and any such agreement shall bind and be an obligation of the Purchaser. UGI reserves the right to assume the exclusive defense and control of any Claims and Losses. Purchaser will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of UGI.
8. LIMITATION OF LIABILITY
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE UGI PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE INFLUENCE ASSETS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PURCHASE OF ANY INFLUENCE ASSET, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE INFLUENCE ASSETS OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UGI PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE UGI PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY INFLUENCE ASSET, FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY INFLUENCE ASSET OR ACCESS OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, OR THE LACK OF ACCESS RIGHTS EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UGI AND PURCHASER.
9. GOVERNING LAW
This Agreement and any action related thereto will be governed by the laws of Delaware, United States, without regard to its conflict of laws provisions.
10. GENERAL TERMS
This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner. The Parties agree that any and all persons and entities that own the rights in and to the image or other intellectual property associated with, related to, or linked to, an Influence Assets are third-party beneficiaries of this Agreement and will have the right to directly enforce this Agreement. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by UGI under this Agreement be given by posting to the Website or other website elected by UGI. Purchaser may give notice to UGI by mail per the below, effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.
11. CONTACT INFORMATION
If you have any questions about this Agreement, please contact UGI at info@unstoppablegames.io