Collectible Terms

Fuzzy Fellas Digital Collectible Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR FUZZY FELLA DIGITAL COLLECTIBLE PLATFORM. YOUR ATTENTION IS DRAWN IN PARTICULAR TO SECTION 8.3 (RISKS) AND 10 (DISCLAIMERS AND LIABILITY).

Last updated on: [10/17/2023]

I. About Fuzzy Fella Digital Collectible Platform and the operator of the Platform

  1. Our Fuzzy Fella Digital Collectible Platform (available here) (Platform) allows its users to mint (i.e. create on blockchain) and purchase non-fungible tokens (each a Fuzzy Fella Digital Collectible).

  2. The Platform is made available and operated by Fuzzy Fellas, a company established in RAK Digital Assets Oasis Free Zone in the United Arab Emirates. (we/us/our).

II. About these terms

  1. Our contract with you. By using our Platform, you confirm that you understand and accept these terms and conditions and that you agree to comply with them. These terms are a legal agreement between you and us.

  2. What do these terms cover? These are the terms and conditions which govern your use of our Platform.

  3. Why should you read these terms? Please read these terms carefully before you access our Platform and start minting Fuzzy Fella Digital Collectibles. These terms tell you who we are, how you can use the Platform, how you can mint your Fuzzy Fella Digital Collectibles, how we may change these terms or suspend or terminate your access to our Platform, what to do if there is a problem and other important information.

  4. How to contact us. You can contact us by writing to us at hello@fuzzyfellas.io.

  5. How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us.

  6. There may be other or additional terms applicable from time to time.Please note that there may be additional terms and conditions posted on our Platform from time to time, which may also apply to your use of the Platform and/or your activities on our Platform. They may be expressly incorporated into these terms by being mentioned here, or by being published on the Platform. For example, this includes our Privacy Policy at FuzzyFellas.io/docs/legal/privacy and our Website Terms of Use at FuzzyFellas.io/docs/legal/site. All Fuzzy Fella Digital Collectibles are subject to specific terms and conditions of sale (Fuzzy Fella Digital Collectible Terms of Sale) set out in Schedule 1. There may also be additional terms applicable to any specific Fuzzy Fella Digital Collectibles, for example if they are made available under the terms of an auction or lottery. In each case where additional or different terms and conditions apply, you will be notified of this on our Platform.

  7. We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use our Platform, please check these terms to ensure you understand the terms that apply at that time. By continuing to use our Platform following any update to these terms, we will assume that you have accepted the updated terms. These terms were most recently updated on the date stated at the top. Please contact us if you wish to see any of the previous versions of these terms.

III. How we may use your personal information

How we may use your personal information. We will only use your personal information as set out in our Privacy Policy here: FuzzyFellas.io/docs/legal/privacy.

IV. The functionality and availability of our Platform

  1. You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Platform will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

  2. We have the right to make any changes to the functionality of the Platform from time to time without notice, including, without limitation: (a) to address the Platform users’ needs; (b) to comply with any applicable laws; and/or (c) to add new functionalities and/or improve existing functionalities (including integrating the Platform with third-party platforms and services).

V. Use of our Platform

  1. You must connect your digital crypto wallet to mint Fuzzy Fella Digital Collectibles. To access functionalities of our Platform, including the ability to mint Fuzzy Fella Digital Collectibles, you will need to connect your digital crypto wallet to our Platform. Having a digital wallet is necessary to mint and own a Fuzzy Fella Digital Collectible, and a digital wallet may also be used (in addition to any other methods of payment made available by us from time to time) to pay for any transaction concluded on our Platform. We will publish supported wallets on our Platform. Transfer of a Fuzzy Fella Digital Collectible to your digital crypto wallet is at your own risk, and we will not be responsible or liable for accidental or fraudulent transfer to an incorrect wallet address.

  2. Eligibility to use our Platform and mint Fuzzy Fella Digital Collectibles. You must meet the criteria listed below to mint Fuzzy Fella Digital Collectibles on our Platform. By accessing our Platform, you confirm that:

    1. you are at least 18 years of age;

    2. you have the full power, right and authority to agree to these terms;

    3. you have successfully passed our KYC/AML checks, if we, in our sole discretion, decide to conduct them;

    4. you are purchasing Fuzzy Fella Digital Collectibles in your own name or, if you are doing so on behalf of someone else (including any corporate body), you have the necessary authority and consents to represent that third party;

    5. you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;

    6. you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to hold an Fuzzy Fella Digital Collectible and/or be a party to any transaction involving a non-fungible token;

    7. you understand the risks associated with minting and owning Fuzzy Fella Digital Collectibles (see section 8.3 for more details about risks);

    8. you have sufficient knowledge and understanding of how to transact using digital crypto wallets; and

    9. all the information provided by you to us is true and accurate and you will keep it updated at all times.

We may contact you and ask for further information or documents to verify the information you provided to us, including your compliance with the above requirements. If you fail to provide us with such information or documentation, we will refuse your access to our Platform.

  1. Our right to reject or suspend access to our Platform. We will have the right to restrict access to our Platform or stop you from minting Fuzzy Fella Digital Collectibles on our Platform at our sole discretion, in particular if we believe that the information provided to us was incorrect or fraudulent. We may suspend or terminate your access and/or right to mint Fuzzy Fella Digital Collectibles immediately and without notice if we believe that you are in breach of any of these terms, no longer meet the eligibility criteria, or if we are required to do so under any applicable law or regulations or asked to do so by a regulator or any governmental body. We may also suspend or terminate your access to our Platform immediately and without notice if you fail to comply with the Fuzzy Fella Digital Collectible Terms of Sale.

  2. Right to use our Platform. We grant to you a limited, non-exclusive, non-transferable (i.e. personal to you), revocable right to access and use our Platform, subject to your compliance with these terms, including section 5.5 (Prohibited uses).

  3. Prohibited uses. You must not use the Platform for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension of your right to use our Platform.

You must not use the Platform to:

  1. collude with everyone to manipulate the price of any Fuzzy Fella Digital Collectible or in any other way affect or influence the value or the price of any Fuzzy Fella Digital Collectible;

  2. conduct any unsolicited or unauthorised advertising or promotional activity or any other form of similar solicitation (spam);

  3. conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, laws against money laundering and/or terrorism financing;

  4. engage in speculative investments;

  5. engage in any activity that may bring us or our Platform into disrepute (whether defamatory or not);

  6. conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);

  7. act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us);

  8. disseminate any content that contains viruses, or is illegal, immoral or in any other way inappropriate or harmful;

  9. interfere in any way in any software in our Platform or incorporate it into any other program or application;

  10. disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into our Platform;

  11. access any part of the Platform to build a product or service which competes with our Platform or any functionality provided by it; and/or

  12. assist any ineligible person in accessing our Platform and minting Fuzzy Fella Digital Collectibles.

  13. We are not responsible for viruses and you must not introduce them. We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software. You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.

VI. Our intellectual property rights

Please see section 3 of our Website Terms of Use (FuzzyFellas.io/docs/legal/site) for details regarding our intellectual property rights in the Platform.

VII. Purchase of Fuzzy Fella Digital Collectibles

  1. Two stage process. In order to mint an Fuzzy Fella Digital Collectible on the Platform, you must purchase a placeholder Digital Collectible (Placeholder Digital Collectible). The only function of the Placeholder Digital Collectible is the ability to exchange it for a Fuzzy Fella Digital Collectible. The Placeholder Digital Collectibles come on a “first come, first served” basis, and we cannot guarantee that a Placeholder Digital Collectible will be available to everyone. You can find more details about the Placeholder Digital Collectibles and when they become available on our Website FuzzyFellas.io/. Once you have secured your Placeholder Digital Collectible, you should request to exchange your Placeholder Digital Collectible for a Fuzzy Fella Digital Collectible. You will be able to exchange your Placeholder Digital Collectible for a Fuzzy Fella Digital Collectible on or before 01/01/2024. Failure to complete the exchange on or before 01/01/2024 will result in the loss of the ability to exchange the Placeholder Digital Collectible for a Fuzzy Fella Digital Collectible. Minting of the Fuzzy Fella Digital Collectible will take place when we accept your request, at which point the Fuzzy Fella Digital Collectible Terms of Sale set out in Schedule 1 will come into existence between you and us.

  2. Rights to the Fuzzy Fella Digital Collectibles and the underlying Artwork.Fuzzy Fella Digital Collectibles do not transfer the ownership in the intellectual property rights existing in the underlying images (Artwork). Instead, you will receive a licence to the Artwork, which is:

    1. worldwide – allowing you to use the Artwork without restrictions as to the territory;

    2. perpetual – granted for an indefinite duration;

    3. irrevocable – meaning that the owner (usually the author of the underlying art) is not entitled to terminate the licence, although the licence may terminate automatically if you breach any of the conditions of the licence, as set out in the Fuzzy Fella Digital Collectible Terms of Sale;

    4. exclusive – you (the owner of the Fuzzy Fella Digital Collectible) are the only person in the world that can use the Artwork, and nobody else can use it for any purpose;

    5. transferable – which means that you can transfer the licence to someone else, for example when you sell the Fuzzy Fella Digital Collectible;

    6. royalty-free – this means that you do not have to pay any royalties to the owner for the use of the Fuzzy Fella Digital Collectible (although there may be royalties payable on each sale of the Fuzzy Fella Digital Collectible);

    7. for personal and commercial use – this means that you can use the Artwork incorporated into the Fuzzy Fella Digital Collectible for personal and commercial use, which includes the right to commercially exploit the images or videos (for example to create any merchandise); and

    8. with restrictions on use – this means that you cannot use the Fuzzy Fella Digital Collectible in association with certain undesirable activities, as listed in the Fuzzy Fella Digital Collectible Terms of Sale.

      Please see the Fuzzy Fella Digital Collectible Terms of Sale for further details about the scope of the licence to the Artwork and the restrictions on use of the Fuzzy Fella Digital Collectible.

  1. No right to cancel. Due to the irreversible nature of all blockchain transactions, you will be asked by our Platform to confirm that you agree to lose your right to withdraw from the contract (i.e. cancel it) as soon as you have submitted your instruction to mint the Fuzzy Fella Digital Collectible on our Platform.

  2. Payment. You must make a payment in full in the form nominated by us, in the amount stated on the Platform at the time you submit your request. You acknowledge and agree that all purchases of Digital Collectibles on our Platform are irreversible (i.e. cannot be cancelled) and that no refunds will be due to you in any circumstances.

  3. Taxes. You are responsible for any taxes that may be due in connection with your ownership of the Placeholder Digital Collectible, any Fuzzy Fella Digital Collectibles and/or the Artwork. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions on our Platform, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. You will indemnify (i.e. reimburse) us in full in the event we are required to pay any taxes in respect of any transactions concluded by you on our Platform.

  4. Receipt of Fuzzy Fella Digital Collectible. You must provide your correct and valid crypto wallet address as part of the Fuzzy Fella Digital Collectible minting request form in order to receive the Fuzzy Fella Digital Collectible. You are solely responsible for ensuring that the wallet address provided by you is correct and you acknowledge and agree that we will not be liable as a result of an incorrect wallet address being provided by you. This means that you will not be entitled to receive a refund of the price paid for the Fuzzy Fella Digital Collectible if the Fuzzy Fella Digital Collectible purchased by you is sent to a wrong wallet address.

  5. We are not responsible for delays outside our control. If the minting process is delayed by an event outside our control, for example as a result of any delays in the blockchain network, we will not be liable for delays caused by such event. You acknowledge that it will not be possible to cancel or reverse your minting request even in the circumstances of a significant delay.

VIII. Ownership of Fuzzy Fella Digital Collectible

  1. Selling your Fuzzy Fella Digital Collectible. You must ensure that if you decide to sell your Fuzzy Fella Digital Collectible, you sell it on the Fuzzy Fella Digital Collectible Terms of Sale attached to these terms. This is necessary to protect the rights of the creators of the Artwork. We are not a party to any such contract and will not be liable or responsible for any matters related to any such onward sale. If you fail to sell the Fuzzy Fella Digital Collectible on the Fuzzy Fella Digital Collectible Terms of Sale, the rights in the Artwork may be affected. Please see the Fuzzy Fella Digital Collectible Terms of Sale for further details.

  2. Fuzzy Fella Digital Collectibles do not attract any governance rights and do not represent any debt or equity.Fuzzy Fella Digital Collectibles do not give you any voting rights, rights of control or financial participation in the Platform and/or our organisation, nor will they represent any debt or equity investment, pooled investment or any other type of investment.

  3. Risks. You acknowledge and agree that Fuzzy Fella Digital Collectibles and our Platform utilise new types of technologies (blockchain and smart contracts, consensus algorithms, decentralised networks) and as such, the ownership, purchase and sale of Fuzzy Fella Digital Collectibles is subject to various risks, some of which are difficult to predict. A significant degree of technological knowledge (in particular, in relation to blockchain) is required to safely deal in and store Fuzzy Fella Digital Collectibles of any kind, including using a digital crypto wallet. It is your responsibility to research and be aware of these risks. Some (but not all) of the risks, which you should be aware of and accept before you conclude any transaction on our Platform, are as follows:

    1. the volatile nature of digital assets, including Fuzzy Fella Digital Collectibles, which means that the price can fluctuate rapidly, and the ability to find a purchaser may be affected (i.e. liquidate the digital asset);

    2. changes in laws and regulations may affect your rights to use and transfer Fuzzy Fella Digital Collectibles;

    3. the use, ownership and transfer of Digital Collectibles is not regulated in most jurisdictions, which means that your ownership and transactions in Fuzzy Fella Digital Collectibles will not be afforded regulatory protections;

    4. transactions involving Fuzzy Fella Digital Collectibles are irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;

    5. Fuzzy Fella Digital Collectibles can lose their value entirely if there is no interest in them from potential purchasers;

    6. as digitally-held assets, Fuzzy Fella Digital Collectibles may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use or sell your Fuzzy Fella Digital Collectibles;

    7. your ownership of the Fuzzy Fella Digital Collectibles relies on you remaining in control of the private key(s) associated with your digital wallet; and

    8. if the underlying Artwork is stored off-chain, the Artwork may be subject to a risk of loss, for example, if the facility storing the asset fails or if it is subject to a cyber attack.

  4. By using our Platform you accept the risks involved in any transactions involving Fuzzy Fella Digital Collectibles (including without limitation those risks listed in section 8.3).

IX. Third-party sites, products and services

The Platform may from time to time integrate with third-party platforms and/or services, for example, digital wallets and/or payments processing services (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any such Third-Party Products to you. We are also not responsible for the functioning of any blockchain network recording the ownership of Fuzzy Fella Digital Collectibles.

X. Disclaimers and liability

  1. We are not responsible or liable for the actions of users of our Platform. All users of our Platform must ensure that they have all necessary rights, authorisations, and permissions to mint and purchase Fuzzy Fella Digital Collectibles on our Platform. We will not verify any user’s rights, authorisations, and permissions to mint and purchase Fuzzy Fella Digital Collectibles on our Platform and we will not be responsible or liable for the acts or omissions of any user.

  2. We do not provide advice. Fuzzy Fella Digital Collectibles are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Platform should be interpreted or relied on as financial advice to you or any other person.

  3. We do not make any warranties in respect of the Platform. Our Platform and the Digital Collectibles are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Platform will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Platform will meet your expectations; (c) Fuzzy Fella Digital Collectibles will always be available for minting and purchase on our Platform or that any specific Fuzzy Fella Digital Collectibles will be available; and (d) the content on our Platform will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Platform and any content on our Platform (including any Fuzzy Fella Digital Collectibles). This does not affect any warranties that cannot be excluded or limited under applicable law.

  4. Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Platform and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed GBP £500. The limitations and exclusions of liability in this section 10.4 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

  5. Your liability to us. You agree to indemnify us (i.e. reimburse us in full) to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of our Platform, including any transactions made by you using the Platform; and (b) infringement by you of any third-party rights (including intellectual property rights).

XI. Other important terms

  1. No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

  2. Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.

  3. Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.

  4. Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.

  5. Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

  6. Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.

  7. Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of the United Arab Emirates and Dubai and the parties agree that the courts of United Arab Emirates and Dubai will have exclusive jurisdiction to settle such disputes or claims.

XII. Standard Fuzzy Fella Digital Collectibles Terms of Sale

  1. About these Terms of Sale and the contract between the Buyer and the Seller

    1. These Terms of Sale apply to the sale and purchase of Fuzzy Fella Digital Collectibles. They also specify the rights to the underlying digital artwork (Artwork) embedded in them.

    2. A legally binding agreement incorporating these terms will come into existence between the seller of the Fuzzy Fella Digital Collectible (Seller) and the buyer of the Fuzzy Fella Digital Collectible (Buyer) when the Buyer’s offer is accepted by the Seller, as determined or confirmed by the marketplace or platform (Platform) where the sale is concluded (Contract for Sale). No other person will be a party to the Contract for Sale between the Seller and the Buyer. In particular, any operator of the Platform where the Fuzzy Fella Digital Collectible is sold will not become a party to the Contract for Sale and will have no liability or responsibility in connection with the Contract for Sale, whether to the Seller, the Buyer, or any third party.

XIII. No right to cancel

Due to the irreversible nature of all blockchain transactions and the fact that the minting/purchase (as applicable) and delivery of the Fuzzy Fella Digital Collectible takes place immediately and is irreversible, the Buyer acknowledges and agrees that this means that the Buyer will not have the right to cancel their purchase and receive a refund. This does not affect any rights the Buyer may have under any applicable laws, where such rights cannot be legally excluded.

XIV. Payment and the delivery of the Fuzzy Fella Digital Collectible

  1. The Buyer acknowledges and agrees that, as a pre-condition to the purchase of the Fuzzy Fella Digital Collectible, the Buyer must:

    1. make a payment in full in any nominated digital currency or via any other nominated payment method (as specified on the Platform) to the wallet address nominated by the Seller, and in the amount stated on the Platform at the time of the acceptance of the Buyer’s offer by the Seller (Purchase Price); and

    2. provide the Seller with its digital wallet address by linking its wallet with the Platform or by any other means specified by the Platform. The Buyer shall be solely responsible for ensuring that the wallet address provided is correct and the Buyer agrees that the Seller will not be liable for any loss or damage caused as a result of an incorrect wallet address being provided by the Buyer.

  2. The Seller will transfer the Fuzzy Fella Digital Collectible to the wallet address provided by the Buyer immediately upon acceptance of the Buyer’s offer to purchase the Fuzzy Fella Digital Collectible and receipt of the Purchase Price from the Seller.

  3. In the event the payment of the Purchase Price is reversed or becomes invalid (for any reason), the Buyer shall immediately return the Fuzzy Fella Digital Collectible to the Seller by transferring it back to the wallet address of the Seller.

XV. Right to use the Artwork

  1. The Buyer acknowledges and agrees that the transfer of the Fuzzy Fella Digital Collectible to the Buyer under section 3.1 of these Terms of Sale does not transfer the ownership of the Artwork. Instead, the Seller hereby grants to the Buyer, with effect from the moment of transfer of the Fuzzy Fella Digital Collectible to the Buyer a worldwide, perpetual, irrevocable, exclusive, transferable, royalty-free licence to use and display the Artwork, for as long as the Buyer owns the Fuzzy Fella Digital Collectible, for personal and commercial purposes, with the right to commercially exploit, reproduce, display, distribute, prepare derivative works based on the Artwork or part of it.

  2. All rights of the Buyer to use the Artwork set out in section 4.1 will terminate immediately upon the transfer of the Fuzzy Fella Digital Collectible by the Buyer to a third party and shall transfer to that third party subject to these Terms of Sale and any other applicable terms.

  3. The Seller warrants and represents that:

      1. it has the necessary rights and permissions to validly and lawfully grant to the Buyer the licence in section 4.1; and

      2. it has at all times complied with the terms of the licence to the Artwork granted to it on purchase of the Fuzzy Fella Digital Collectible, including any restrictions of use, as set out in section 5.

  4. The Buyer acknowledges and agrees that in the case of any onward sale of the Fuzzy Fella Digital Collectible, the licence to the Artwork must be on the same terms as set out in these Terms of Sale, including the restrictions specified in section 5. Any sale of the Fuzzy Fella Digital Collectible which purports to modify the terms of the licence or the restrictions on use of the Artwork will result in the automatic termination of the licence to the Artwork.

  5. For the avoidance of doubt, nothing in these Terms of Sale shall be construed as transferring the ownership of any intellectual property rights.

XVI. Restrictions on the use of the Artwork

  1. The Buyer agrees that the Buyer shall not, and shall not permit any other person to do or attempt to do any of the following:

    1. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Artwork;

    2. take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Artwork, or contravene the moral rights of the creator of the Artwork;

    3. use the Artwork in connection with any illegal or fraudulent activities;

    4. create any financial instrument or derivative product based on the Fuzzy Fella Digital Collectible; and/or

    5. use the Artwork in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring the creator of the Artwork into disrepute.

  2. Any breach of the restrictions set out in section 4.1 and/or in breach of the conditions on the right of use set out in section 4.1 will result in the automatic termination of the licence to use the Artwork granted under section 4.1.

  3. Nothing in these Terms of Sale grants any licence or right to use Fuzzy Fella’s trade marks or branding.

XVII. Governing law and jurisdiction

  1. This Contract of Sale and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of United Arab Emirates and Dubai and the parties agree that courts of United Arab Emirates and Dubai will have exclusive jurisdiction to settle such disputes or claims.

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