LIMO SNEAKER NFT SALE AND PURCHASE AGREEMENT

THIS LIMO-SNEAKER NFT SALE AND PURCHASE AGREEMENT (this “Agreement”), is a legally binding agreement by and between Limoverse Technologies LLC, a Limited Liability Company incorporated under the laws and rules of Dubai, United Arab Emirates, register number 1769080, with its operational address at Offices 201-207, Latifa Towers, Sheikh Zayed Road, Dubai, UAE (“Limoverse”) and (i) you as a purchaser in the Limo-Sneaker NFT Sale (defined below) and (ii) any subsequent purchaser(s) of a Limo-Sneaker NFT (defined below) (collectively and as applicable, “You” and “Your”). Limoverse and You may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.

AGREEMENT TO TERMS

By clicking the “I Agree” button below or by participating in the Limo-Sneaker NFT Sale or purchasing a Limo-Sneaker NFT, You acknowledge that You have carefully read and agree to the terms of this Agreement.

“Limo-Sneaker NFT” means a non-fungible token (NFT) that, as of its genesis issuance, is linked to a display of Limo-Sneaker Avatar. Limo-Sneaker NFTs are controllable electronic records recorded on the Binance or Ethereum blockchains. “Limo-Sneaker Avatar” means the digital art or a 3D interactive model of a particular sneaker that is created and owned by Limoverse and is linked to the Limo-Sneaker NFTs. For the avoidance of doubt, the Limo-Sneaker Avatar is digital in nature and does not include any items or representations that have physical dimensions such as mass or volume.

This Agreement governs Your participation in the Primary Transactions on https://vo.limoverse.io/ (the “Token Sale Dashboard”), which is facilitated by Limoverse

  • ADDITIONAL TERMS: The access and use of the Token Sale Dashboard are subject to the separate terms of the Token Sale Dashboard. You further acknowledge that You have carefully read and have accepted the Terms of Service located in https://docs.limoverse.io/#/token-dashboard-user-terms (the “Token Sale Dashboard Terms”) because the Token Sale Dashboard Terms govern Your use of the Token Sale Dashboard. If there is a conflict between the Token Sale Dashboard Terms and this Agreement with respect to the Limo-Sneaker NFT Sale, the Limo-Sneaker NFTs, and Limo-Sneaker Avatar, this Agreement controls.
  • YOUR INFORMATION: As a condition of participating in the Limo-Sneaker NFT Sale, using the Token Sale Dashboard, and any time You provide Your information (including personal information (also known as personally identifiable information or personal data) to Limoverse or that Limoverse collects from You when using the Token Sale Dashboard (including information collected automatically by the use of cookies or other similar technologies), You agree to the collection, use, storage, sharing (i.e., by way of example only, with Limoverse’s parent company, its affiliates, and with third-party partners, service providers, etc.), transfer, and processing of Your information by Limoverse for the purposes of providing the Token Sale Dashboards and the services available therein, to administer the Limo-Sneaker NFT Sale, and to comply with applicable laws, rules, and regulations as more fully described in Limoverse’s Privacy Statement. To learn more about how Limoverse handles Your information, read Limoverse’s Privacy Statement available at https://docs.limoverse.io/#/privacy (the “Limoverse Privacy Statement”).

THE Limo-Sneaker NFT SALE

The “Limo-Sneaker NFT Sale” means each sale hosted on the Token Sale Dashboard during the Sale Dates (defined below).

  • SALE DATES: The Limo-Sneaker NFT Sale occurs from the 18th of September, 2022 and shall continue until the end-date that shall be later determined by Limoverse (“Sale Dates”). Limoverse reserves the right to terminate or extend the Limo-Sneaker NFT Sale at any time.
  • PURCHASES: During the Limo-Sneaker NFT Sale, You can purchase Limo-Sneaker NFTs made available on the Token Sale Dashboard. You may be required to create an account and sign in through the Token Sale Dashboard to participate. Limoverse has the right, in its sole discretion, to cancel or reject a purchase at any time. As further provided in Section 6.3 below, You will be responsible for any fees incurred in connection with any purchases that you make.
  • TRANSFER TIMING: Transfer of the Limo-Sneaker NFT to the applicable Wallet may take up to 10 minutes.
  • SALE CONDUCT: As a condition of Your participation in the Limo-Sneaker NFT Sale, You agree:
    • to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of a Limo-Sneaker NFT, or stimulate demand for a Limo-Sneaker NFT.
    • to report any suspicious activity during the Limo-Sneaker NFT Sale to Limoverse at [email protected]
    • that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Limo-Sneaker NFT.
    • that you will not participate in the Limo-Sneaker NFT Sale to conceal or transfer proceeds relating to criminal activity or purchase a Limo-Sneaker NFT for any reason other than to obtain the Limo-Sneaker NFT.
    • that Ethereum and Binance are volatile assets that often experience periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Ethereum and Binance blockchains can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures.
    • that You understand and acknowledge that purchases made during the Limo-Sneaker NFT Sale may never be received or processed by the Limo-Sneaker NFT smart contract due to network or smart contract failures.

OWNERSHIP OF Limo-Sneaker NFT

  • If You acquire a Limo-Sneaker NFT, You own all personal property rights to that Limo-Sneaker NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Limo-Sneaker NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Limo-Sneaker Avatar. Such rights are licensed pursuant to Section 4 below.
  • You represent and warrant that You will not transfer a Limo-Sneaker NFT in any Secondary Transaction to a Transferee that is
    • located in a country that is subject to a U.S. Government embargo or EU sanctions or that has been designated by the U.S. Government or EU as a terrorist-supporting country, or is
    • listed in any U.S. Government or EU list of prohibited or restricted parties (“Prohibited Transferees”).
    A “Secondary Transaction” means any transaction in which a Limo-Sneaker NFT is sold by one owner to another owner, or is otherwise transferred in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Token Sale Dashboard in which a Limo-Sneaker NFT is first sold.

LICENSE OF LIMO-SNEAKER AVATAR

If you acquire a Limo-Sneaker NFT, Limoverse hereby grants to You, for so long as You own the Limo-Sneaker NFT (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Limo-Sneaker Avatar linked with Your purchased Limo-Sneaker NFT solely for the following purposes:

  • for Your own personal, non-commercial use, including creating one backup copy of the Limo-Sneaker Avatar and a physical printout of the Limo-Sneaker Avatar, each to be retained only for so long as You own the associated Limo-Sneaker NFT; and
  • efforts to sell or otherwise transfer the associated Limo-Sneaker NFT consistent with the ownership of it (e.g., posting the Limo-Sneaker Avatar on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferable, except that it will automatically transfer in connection with the transfer of the Limo-Sneaker NFT.

RESERVATION OF RIGHTS

All rights in and to the Limo-Sneaker Avatar not expressly provided for in this Agreement are hereby reserved by Limoverse. The Limo-Sneaker Avatar is licensed, not sold. Limoverse owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Limo-Sneaker Avatar. Without limitation, You shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Limoverse:

  • modify the Limo-Sneaker Avatar;
  • use the Limo-Sneaker Avatar to advertise, market, or sell any product or service;
  • use the Limo-Sneaker Avatar in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Limoverse brand;
  • use the Limo-Sneaker Avatar in any other form of media, except solely for Your own personal, non-commercial use for so long as You own the Limo-Sneaker NFT;
  • sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Limo-Sneaker Avatar;
  • attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Limo-Sneaker Avatar; or
  • otherwise, utilize the Limo-Sneaker Avatar for Your or any third party’s commercial benefit.

PAYMENT AND FEES

  • PURCHASER QUALIFICATION: You represent and warrant that You (i) are not a US citizen; (ii) are not located in a country that is subject to a US or UAE Government embargo, or that has been designated by the EU or US Government as a terrorist-supporting country; and (iii) are not listed on any EU or UAE or US Government or United Nations Security Council list of prohibited or restricted parties.
  • FORM OF PAYMENT: Limoverse agrees to accept payment for the Primary Transaction Purchase Price in cryptocurrencies like Binance Coin (BNB); provided that Limoverse may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Limoverse, or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
  • FEES: By buying or selling a Limo-Sneaker NFT on the Token Sale Dashboard or any other platform, You agree to pay all applicable fees and, if applicable, You authorize Limoverse to automatically deduct fees (including any transaction fees as applicable) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions. Limoverse has no any insight into or control over these payments or transactions, nor does Limoverse has the ability to reverse any transactions. Accordingly, Limoverse 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 Limo-Sneaker NFTs that You engage in.
  • TRANSFERS: All Secondary Transactions are subject to the following terms:
    • The Limo-Sneaker NFT transferee (the “Transferee”) shall, by receiving an interest/legal rights in the Limo-Sneaker NFT, be deemed to accept all of the terms of this Agreement (other than with respect to Sections 6.1 and 6.2).
    • The Limo-Sneaker NFT 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.
    • The Transferor shall pay Limoverse 10% of the gross amounts paid by the Transferee (the “Royalty Payment”). Limoverse shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable to Limoverse under this Section herein do not include, and are not intended to cover any additional fees imposed or required by the transferring platform through which You transfer the Limo-Sneaker NFT.
    • You further acknowledge and agree that all Secondary Transactions will be effected on the Binance and/or Ethereum blockchains, the blockchain networks governing the Limo-Sneaker NFTs, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet.
    • Without limitation of any other termination rights, Limoverse may suspend or terminate the license to the Limo-Sneaker Avatar if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Limo-Sneaker NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the Limo-Sneaker NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

LIMOVERSE’S RIGHTS AND OBLIGATIONS TO THE Limo-Sneaker AVATAR

Limoverse is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Limo-Sneaker Avatar, nor does Limoverse have the obligation to maintain any connection or link between a Limo-Sneaker NFT and the corresponding Limo-Sneaker Avatar.

WARRANTY DISCLAIMERS AND ASSUMPTION OF RISK

You represent and warrant that You (i) are at least the age of majority in Your place of residence (which is typically 18 years of age in most jurisdictions) and have the legal capacity to enter into this Agreement, (ii) will use and interact with the Limo-Sneaker NFTs and Limo-Sneaker Avatar only for lawful purposes and in accordance with this Agreement, and (iii) will not use the Limo-Sneaker NFTs or Limo-Sneaker Avatar to violate any law, regulation or ordinance or any right of Limoverse, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that You will comply with all applicable laws.

THE LIMO-SNEAKER NFTS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LIMOVERSE TECHNOLOGIES LLC EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LIMOVERSE MAKES NO WARRANTY THAT THE LIMO-SNEAKER NFTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

LIMOVERSE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE LIMO-SNEAKER NFTS.

LIMOVERSE TECHNOLOGIES LLC WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE LIMO-SNEAKER NFT, 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 CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO LIMO-SNEAKER NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE LIMO-SNEAKER NFTS.

THE LIMO-SNEAKER NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH LIMOVERSE DOES NOT CONTROL. LIMOVERSE DOES NOT GUARANTEE THAT LIMOVERSE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LIMO-SNEAKER NFT.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE TOKEN SALE DASHBOARD. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, LIMOVERSE MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE TOKEN SALE DASHBOARD OR ANY PURPORTED SECONDARY TRANSACTIONS.

LIMOVERSE IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE LIMO-SNEAKER NFTS. LIMOVERSE IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE LIMO-SNEAKER NFTS, 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.

ASSUMPTION OF RISK

You accept and acknowledge all risks associated with the following:

  • By signing up for the Epigenetic lifestyle modification ("EPLIMO") Program through this Platform you declare that you have understood the possible risks and side effects that can occur by making your genetic and medical information available on this platform. In short, you acknowledge that:
  • Limoverse does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Limoverse. Transactions in Limo-Sneaker NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Limo-Sneaker NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction.
  • 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. Limoverse will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when affecting Limo-Sneaker NFT transactions, however caused.
  • Digital assets, including blockchain-based assets such as the Limo-Sneaker NFTs, are subject to developing laws and regulations throughout the world.
  • Transactions involving the Limo-Sneaker NFTs may rely on third-party platforms to perform transactions which are outside of Limoverse’s control. Therefore access to and interactions for the Limo-Sneaker NFTs may be limited or unavailable.

LINKS TO THIRD PARTY WEBSITES OR RESOURCES

Use and interaction of the Limo-Sneaker NFTs and Limo-Sneaker Avatar may allow You to access third-party websites (including websites that host the Limo-Sneaker Avatar) or other resources. Limoverse provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Limo-Sneaker Avatar on a third-party website serve as grounds for a claim against Limoverse.

TERMINATION OF LICENSE TO LIMO-SNEAKER AVATAR

Your license to the Limo-Sneaker Avatar shall automatically and immediately terminate without notice, and all rights shall revert to Limoverse if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Limo-Sneaker NFT (including transferring the Limo-Sneaker NFT to a Prohibited Transferee); (iii) You initiate any legal actions, except an arbitration as specifically provided herein, against Limoverse or their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Limoverse Parties”); or (iv) at Limoverse’s sole determination and discretion, You disparage any of the Limoverse Parties, or their brands or products. Upon any termination, discontinuation or cancellation of Your license to Limo-Sneaker Avatar, Limoverse may disable Your access to the Limo- Sneaker Avatar and You must delete, remove, or otherwise destroy any backup or single digital or physical copy of the Limo-Sneaker Avatar.

Upon any termination, discontinuation or cancellation of the license in this Agreement, Sections 3 and 5-15 will survive.

INDEMNITY

You shall defend, indemnify, and hold the Limoverse 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 Limo-Sneaker NFTs whether or not such person personally purchased the Limo-Sneaker NFTs) against any Limoverse Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (i) Your purchase, ownership, use and interaction with the Limo-Sneaker NFTs or license to the Limo-Sneaker Avatar, (ii) Your breach or anticipatory breach of this Agreement, (iii) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the Limo-Sneaker NFTs, and (iv) any misrepresentation made by You (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Limoverse in the defense of any Claims and Losses. Notwithstanding the foregoing, Limoverse retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Limoverse reserves the right to assume the exclusive defence and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Limoverse.

LIMITATION OF LIABILITY

  • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LIMOVERSE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE LIMO-SNEAKER NFTS 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 LIMO- SNEAKER NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE LIMO-SNEAKER NFTS OR ACCESS THE LIMO- SNEAKER AVATAR, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LIMOVERSE OR ITS SERVICE PROVIDERS HAS 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.
  • TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL LIMOVERSE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE LIMO- SNEAKER NFTS OR ACCESS THE LIMO-SNEAKER AVATAR EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
  • THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIMOVERSE AND YOU.

GOVERNING LAW AND JURISDICTION

This Agreement and any action related thereto will be governed by and construed and enforced in accordance with the laws of Dubai, United Arab Emirates, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to this Agreement that is not subject to arbitration will be resolved and filed only in the applicable courts of Dubai, United Arab Emirates. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.

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 hereby designate Block Gemini as a third-party beneficiary, having the right to enforce Sections 6.2 and 6.3 of this Agreement so as to claim the Success Fee. Except as set forth in this Agreement with regards to Block Gemini, nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever.
  • 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 Limoverse under this Agreement be given by posting to the Token Sale Dashboard or other website elected by Limoverse. You may give notice to Limoverse 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. Contact Information. If You have any questions about this Agreement, please contact Limoverse via email: [email protected], or via mail: Limoverse (Limoverse Technologies LLC), Offices 201-207, Latifa Towers, Sheikh Zayed Road, Dubai, UAE.