Humans VS Zombies
Become the savior of humanity
& earn unique NFT's
NFT PURCHASE AGREEMENT
THE OFFERING IS NOT AVAILABLE FOR CITIZENS AND RESIDENTS OF THE UNITED STATES.
This “Purchase Agreement” is by and between Undeads FZE LLC. (“Licensor”) and the individual or entity that owns a Digital Asset (as defined below) (the “Owner”), and is effective as of the date ownership of the Digital Asset is transferred to the Owner (the “Effective Date”).
OWNER ACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THIS PURCHASE AGREEMENT, AND AGREES TO BE BOUND BY ITS TERMS. OWNER’S ACCEPTANCE OF A DIGITAL ASSET SHALL BE DEEMED ACCEPTANCE OF THESE TERMS AND CONSENT TO BE GOVERNED THEREBY. IF OWNER DOES NOT AGREE TO BE BOUND BY THESE TERMS, THIS LICENSE AUTOMATICALLY TERMINATES.
In consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound hereby, the parties agree as follows:
1. LICENSES & RESTRICTIONS.
1.1 NFT. “NFTs” are non-fungible tokens, ownership of which are registered on a blockchain. An NFT sold or otherwise transferred to Owner pursuant to this Agreement shall be a “Digital Asset.” The Digital Asset(s) are associated with digital objects (which may include images and/or other digital works) (“Digital Object(s)”). As detailed below, Owner may own a Digital Asset, but shall have only a limited license to the Digital Object(s) subject to the terms and conditions set forth herein. Purchase of the “Mystery Box” Digital Asset (the “Main Asset”) may entitle the purchaser to one or more other, similar Digital Asset(s) (the “NFT(s)”), where each such NFT is based on the Main Asset but will be customized for use on a designated platform (“Platform”). For the avoidance of doubt, the term “Digital Asset(s),” as used herein, includes both the Main Asset and NFT(s).
1.2. Digital Object(s). The Digital Object(s) are subject to copyright and other intellectual property protections, which rights are and shall remain owned by Licensor or third parties.
(a) Main Asset. Upon a valid transfer of Main Asset to Owner, Licensor hereby grants Owner a limited, transferable, non-sublicensable, royalty free license to use, publish and display the Digital Object(s) associated with the Main Asset during the Term, subject to Owner’s compliance with the terms and conditions set forth herein, including without limitation, the restrictions in Section 1.4 below, solely for the following purposes: (a) for their own personal, non-commercial use; or (ii) to display the Main Asset for resale. Upon expiration of the Term or breach of any conditions of this Purchase Agreement by Owner, all license rights shall immediately terminate.
(b) NFT(s). Upon a valid transfer of NFT to Owner, Licensor hereby grants Owner a limited, transferable, non-sublicensable, royalty free license to use, publish and display the Digital Object(s) associated with such NFT on the Platform for which the NFT is designed, during the Term, subject to Owner’s compliance with the terms and conditions set forth herein, including without limitation, the restrictions in Section 1.4 below, solely for the following purposes: (a) for their own personal, non-commercial use; or (ii) to display the NFT for purposes of resale. Upon expiration of the Term or breach of any conditions of this Purchase Agreement by Owner, all license rights shall immediately terminate.
1.4. License Restrictions. The Digital Object(s) provided pursuant to this Purchase Agreement are licensed, not sold, and Owner receives no title to or ownership of the Digital Object(s) or the intellectual property rights therein. Except for the license expressly set forth herein, no other rights (express or implied) to the Digital Object(s) are granted. Licensor reserves all rights not expressly granted. Without limiting the generality of the foregoing, Owner shall not: (a) copy, modify, create derivative works from, or distribute the Digital Object(s); (b) display the Digital Object(s) other than as expressly licensed in Section 1.3; (c) copy, modify, create derivative works from, or distribute the Digital Asset(s); (d) use the Digital Asset(s) or Digital Object(s) to advertise, market or sell a product and/or service; (e) incorporate the Digital Asset(s) or Digital Object(s) in videos or other media; or (f) sell merchandise incorporating the Digital Asset(s) or Digital Object(s). Owner shall not sell or otherwise transfer the Digital Asset(s) if the license granted in Section 1.3 is expired or terminated for any reason. Upon a permitted transfer of ownership of the Digital Asset(s) by Owner to a third party, the license to the Digital Object(s) associated therewith shall be transferable solely subject to the terms and conditions set forth herein, including those in Section 6.3, and the Owner’s license to such Digital Object(s) terminates immediately upon transfer to such third party. Upon a non-permitted transfer of ownership of the Digital Asset(s) by Owner to a third party, the Owner’s license to the Digital Object(s) associated therewith terminates immediately, and any purported transfer of the license to such Digital Object(s) to such third party shall be void. Owner agrees not to: (a) remove any copyright or other legal notices associated with the Digital Asset(s) or Digital Object(s); or (b) remove or alter any metadata of the Digital Asset(s), including without limitation, any link or other reference to license information. Failure to comply with the conditions set forth in Sections 1.3 and 1.4 constitutes a material breach.
2. IP Rights in the Digital Asset.
Except as expressly set forth herein, Licensor retains all right, title, and interest in and to any intellectual property rights in the Digital Asset(s).
NFTs are digital collectibles in the form of non-fungible cryptographic tokens which are minted through the Undeads Platform and can be used within the games of the Undeads Platform. They are able to be held in a digital wallet and are able to be transferred to other digital wallets. NFTs are non-fungible tokens designed to be used within the games of the Platform. NFTs have an expected future usage solely within the games of the Platform, and such usage will involve active participation in the Platform to ensure that its function and value proposition are realized.
NFTs are not a security of any kind, and they do not represent any right to vote, manage, or share in the profits or proceeds of any legal entity. NFTs do not represent ownership of any tangible or intangible asset, and they are not redeemable by any legal entity. Undeads FZE LLC does not guarantee or suggest any economic return from purchasing the NFTs, and you should not purchase NFTs for any speculative purposes. Purchase of the NFTs should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.
No language in this Purchase Agreement, the Whitepaper, the Materials, or on the Website should be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate NFTs to any kind of:
- money, legal tender or currency, whether fiat or otherwise;
- equity or proprietary interest in any entity, scheme, venture or intellectual property;
- investment in any entity, common enterprise, scheme or venture, taking any form, whether equity, debt, or as a commodity (or any combination thereof, whether to be delivered in the future or otherwise);
- instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, royalty, distribution or other economic returns;
- security, futures contract, derivative, deposit, negotiable instrument (including commercial paper), investment contract or collective investment scheme between the holder and any other person or entity; or
- asset or commodity (whether to be delivered in the future or otherwise), including any asset or commodity that any person or entity is obliged to repurchase or redeem.
Every Purchaser shall have the sole responsibility to attend to and exercise due care with regard to delivery of NFTs. It is imperative that a Purchaser utilizes a digital wallet controlled by such Purchaser which is compatible with the NFTs.
Further, once NFTs are delivered to a Purchaser’s digital wallet, Purchaser should ensure the private keys relating to such digital wallet are stored securely. Undeads FZE LLC shall not be liable for any loss or theft after delivery (or simultaneously at the time of attempted delivery) of NFTs to the purchaser's digital wallet, regardless of the reason for such loss or theft.
LICENSOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Owner understands and accepts the risks of blockchain technology. Without limiting the generality of the foregoing, Licensor does not warrant that the Digital Asset(s) or Digital Object(s) will perform without error. Further, Licensor provides no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Digital Asset(s) or Digital Object(s) made by anyone other than Licensor, unless Licensor approves such modification in writing; (ii) Owner’s misuse of or misrepresentation regarding the Digital Asset(s) or Digital Object(s); or iii) any technology, including without limitation, any NFT or Platform, that fails to perform or ceases to exist. Licensor shall not be obligated to provide any support to Owner or any subsequent owner of the Digital Asset(s).
5. LIMITATION OF LIABILITY; INDEMNITY; RISK FACTORS.
5.1. Dollar Cap. LICENSOR’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS PURCHASE AGREEMENT WILL NOT EXCEED THE AMOUNT OWNER PAID TO LICENSOR FOR DIGITAL ASSET(S).
5.2. Excluded Damages. IN NO EVENT WILL LICENSOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS PURCHASE AGREEMENT.
5.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 4 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF OWNER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 4, Licensor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Licensor’s liability limits and other rights set forth in this Section 4 apply likewise to Licensor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
5.4. Indemnity. Owner will indemnify, defend and hold harmless Licensors and its affiliates, and any of their respective officers, directors, employees, representatives, and agents (“Licensor Indemnitees”) from and against any and all claims, causes of action, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and legal costs, which shall be reimbursed as incurred) arising out of, related to, or alleging Owner’s breach of any provision in this agreement, including but not limited to Owner’s failure to comply with the licensing conditions set forth in Section 1.
5.5. Risk Factors. The Purchaser (i) is able to bear the economic cost of holding the NFTs for an indefinite period of time; (ii) has adequate means of providing for his, her, or its current needs and possible personal contingencies even in the event that the NFTs lose all of its value; and (iii) has no need for liquidity of the NFTs. The Purchaser is solely responsible for reviewing, understanding and considering the risks below and any additional risks, including without limitation those described in the Purchase Agreement and the Materials. Undeads FZE LLC’s operations, financial condition, and results of operations could be materially and adversely affected by any one or more of those risk factors, as could the underlying value of each Purchaser’s NFTs, which may lead to the NFTs losing all value. Risk Factors, include but are not limited to the following:
- 1. Regulation of cryptocurrencies and blockchain technologies, which include NFTs, and of transactions such as the sale of NFTs lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty. Undeads FZE LLC or the Undeads FZE LLC Parties may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with Platform or with the sale of NFTs. In such a case, the value or utility of NFTs within the games of the Platform may be negatively affected, or may even decrease to zero. There is no guarantee that the value of NFTs and the Platform will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
- 2. Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology, such as with quantum computing, could present risks to all cryptography-based systems, including NFTs. These advances could result in the theft, loss, disappearance, destruction or devaluation of NFTs. There can be no guarantee that the value or security of NFTs will not be destroyed or negatively impacted by the future developments in the field of cryptography.
- 3. The Undeads FZE LLC Parties could prove to be incapable of effective development of the Platform due to a variety of reasons, such as due to a lack of managerial skill, due to technical difficulties, or due to a lack of resources. Accordingly, the development of Platform could fail or even be aborted in the future, which would likely negatively affect the value and utility of NFTs within the games of the Platform. There can be no guarantee that the Platform shall be continued to be developed effectively or at all.
- 4. There have been many documented incidents of thefts and attempted thefts of cryptocurrency. Undeads FZE LLC and, subsequently, the Undeads FZE LLC Parties may hold large amounts of cryptocurrency in the form of BTC, ETH, NFTs or other cryptocurrencies following the sale of NFTs, and the Public Distribution. This may make such Undeads FZE LLC Parties the target of cryptocurrency thieves and scammers. Due to the rapidly evolving nature of cryptocurrency, there likely will always be a risk of vulnerability to theft even with adherence to security best practices. There can be no guarantee that Undeads FZE LLC or the Undeads FZE LLC Parties will not be a victim of cryptocurrency theft, the result of which may adversely affect Platform and therefore the value and utility of NFTs within the games of the Platform.
- 5. No one can guarantee the source code of Platform or the relevant blockchain to be flaw-free. Flaws, errors, defects and bugs may disable functionality for users, expose users' information or otherwise negatively impact users. This could compromise the usability, stability, and/or security of the Platform and the relevant blockchain and consequently adversely impact the value and utility of NFTs within the games of the Platform.
- 6. Blockchains are public and unpermissioned and thus vulnerable to being overwhelmed with traffic. Whether due to an intentional and malicious attack, or whether due to the popularity of a blockchain-related event, the relevant blockchain may from time to time be flooded with requests for transactions that utilizes all its throughput capacity. This leaves the Platform and the relevant blockchains largely inaccessible for many users. If Undeads FZE LLC Developers are unable to address scalability issues, Platform congestion may adversely affect the usability of NFTs, thereby decreasing its value and utility within the games of the Platform.
- 7. The relevant blockchains are an open source protocol. Anyone may clone the source code of relevant blockchains and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the Undeads FZE LLC community could result in a "fork" in the relevant blockchains. The existence of one or more forks in the relevant blockchains may undermine the usability and sustainability of NFTs, which could adversely impact the operation of the Platform and the utility and value of the Token.
- 8. NFTs stored in a digital wallet are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet's private key may render the NFTs on such a wallet inaccessible. Further, if a private key is learned or copied by another person, that person will be able to steal the NFTs (and any other cryptocurrency or digital tokens) stored on the digital wallet. Purchasers are required to safeguard the private keys of their digital wallets. Neither Undeads FZE LLC nor the Undeads FZE LLC Parties will be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised.
- 9. NFTs are digital collectibles. They are not a currency, and they are not secured by any hard assets or other credit. The liquidity or trading of NFTs on a market outside of the Platform is not the objective or responsibility of Undeads FZE LLC or the Undeads FZE LLC Parties. There may be no marketplace facilitating NFTs for trade or exchange with cryptocurrency or fiat currency. Further, should NFTs ever be listed for sale on an outside market, neither Undeads FZE LLC nor the Undeads FZE LLC Parties will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of NFTs on such market or exchange.
- 10. Certain parts of the Platform's underlying protocol will be based on open-source computer code which may restrict or make impractical a claim of copyright or any other type of intellectual property right with respect to the source code. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, upgrade, improve, recode, reprogram or otherwise utilize the source code and/or underlying protocol of Platform in an attempt to develop a competing protocol, software, system or digital platform. Such competition may find success or ultimately even overshadow or overtake the popularity or functionality of the Platform. Undeads FZE LLC and the Undeads FZE LLC Parties will in no case be capable of eliminating, preventing, restricting or minimizing such competing efforts that aim to contest with or overtake Platform.
- 11. Services or programs which may be banned, restricted or deemed immoral in certain jurisdictions, such as gambling, betting, lottery, sweepstake, pornography, terrorism, hate crime and otherwise, could take advantage of the unpermissioned nature of Platform to develop, promote, market or operate. Regulators of a number of jurisdictions may accordingly take administrative or judicial actions against such programs, applications, services or even the relevant developers or users thereof. Any penal action, sanction, crackdown or other regulatory effort made by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction) may significantly deter existing or potential users away from using the Platform or holding NFTs. In such circumstances, the prospects and viability of Platform may be adversely impacted. There is no guarantee that the Platform will be free from all inappropriate, illegal or immoral use at any time.
- 12. As part of the process for the sale of NFTs, Undeads FZE LLC ] may collect and retain personal information from Purchasers. The collection and retention of such information is subject to applicable laws and regulations. Further, databases holding such information are vulnerable to breaches and other forms of unauthorized access. The Undeads FZE LLC Parties may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines and resolve inquiries from regulatory or government authorities. Any information breaches or losses will also damage the Undeads FZE LLC Parties's reputation and thereby may harm the Platform.
- 13. Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Consequently, Undeads FZE LLC and the Undeads FZE LLC Parties are subject to changing tax laws, treaties and regulations. If any tax authority successfully challenges the operational structure of the sale of NFTs or Platform, or if Undeads FZE LLC or the Undeads FZE LLC Parties loses a material tax dispute, the Undeads FZE LLC Parties' tax liabilities could increase substantially. This could cause the Undeads FZE LLC Parties's financial resources to be constrained or impaired, and could cause the Undeads FZE LLC Parties to redomicile or to alter its legal entity structure in order to optimize its tax situation. This in turn could negatively affect the Undeads FZE LLC Parties' ability to manage and grow the Platform, which would negatively impact the utility within the Platform and value of NFTs.
- 14. The taxation of cryptographic tokens, including NFTs, is an evolving area of law and often varies widely between jurisdictions. Purchasing and/or selling NFTs may have tax reporting implications and may create liabilities for Purchasers, depending on their tax jurisdiction and situation. Purchasers are urged to consult their tax advisors prior to participating in a sale of NFTs. Undeads FZE LLC and the Undeads FZE LLC Parties expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from purchasing NFTs.
6. Term & Termination.
6.1. Term. This Purchase Agreement shall continue until terminated pursuant to Subsection 6.2 or 6.3 below (the “Term”).
6.2. Termination for Transfer. The license granted in Section 1 above applies only to the extent that Owner continues to possess the applicable Digital Asset. If at any time the Owner sells, trades, donates, gives away, transfers, or otherwise disposes of a Digital Asset for any reason, this Purchase Agreement, including without limitation, the license rights granted to Owner in Section 1 will immediately terminate, with respect to such Digital Asset, without the requirement of notice, and Owner will have no further rights in or to such Digital Asset or Digital Object(s) associated therewith.
6.3. Termination for Cause. Licensor may terminate this Purchase Agreement for Owner’s material breach by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the Owner first cures such breach, or effective immediately if the breach is not subject to cure.
6.4. Effects of Termination. Upon termination of this Purchase Agreement, Owner shall cease all use of the Digital Object(s) and delete, destroy, or return all copies of the Digital Object(s) in its possession or control. Any provision of this Purchase Agreement that must survive to fulfill its essential purpose will survive termination or expiration.
7. Anti-Money Laundering, Economic Sanctions, Anti-Bribery and Anti-Boycott Representations.
- 1. Neither the Purchaser, nor any of its affiliates or direct or indirect beneficial owners, (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other sanctions or embargoes list from any jurisdiction, nor are they otherwise a party with which Undeads FZE LLC Parties are prohibited to deal under the law, (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities, or (iii) unless otherwise disclosed in writing to Undeads FZE LLC prior to the Purchaser’s purchase of NFTs, is a senior foreign political figure,(2) or any immediate family member(3) or close associate(4) of a senior foreign political figure as those terms are defined in the footnotes below.
- 2. The Purchaser represents, warrants and agrees that no payment or other transfer of value to Undeads FZE LLC and no payment or other transfer of value to the Purchaser shall cause the Undeads FZE LLC Parties to be in violation of applicable laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations of any jurisdiction.
- 3. The Purchaser represents, warrants and agrees that no payment or other transfer of value to Undeads FZE LLC is or will be derived from a Prohibited Jurisdiction.
- 4. The Purchaser represents, warrants and agrees that all payments or other transfer of value to Undeads FZE LLC by the Purchaser will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that is not subject to international sanctions or embargoes.
- 5. The Purchaser understands and agrees that Undeads FZE LLC may not be obligated to comply with any of the Saint Vincent and the Grenadines anti-money laundering requirements, but may choose to voluntarily comply with any or all of such requirements at the sole discretion of Undeads FZE LLC and the Undeads FZE LLC Parties.
8.1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
8.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Purchase Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
8.3. Assignment & Successors. Subject to the transfer restrictions set forth herein, including in Sections 1.4 and this Section 6.3, Owner may transfer ownership of the Digital Asset(s) to a third-party, provided that Owner: (i) has not breached this Purchase Agreement prior to the transfer; (ii) notifies such third party that Licensor shall receive a royalty equal to 10% of the purchase price for any sale of a Digital Asset by such third-party; and (iii) Owner ensures that such third party is made aware of this Purchase Agreement and agrees to be bound by the obligations and restrictions set forth herein. If the third party does not agree to be bound by the obligations and restrictions set forth herein, then the licenses granted herein shall terminate. In no case shall any of the license rights or other rights granted herein be transferrable apart from ownership of the Digital Asset. Except to the extent forbidden in this Section 6.3, this Purchase Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Any purported assignment or transfer in violation of this Section 6.3, including the transfer restriction in Section 1.4, shall be void. Only a single entity may own each Digital Asset at any time and only that entity shall have a license to the Digital Object(s) associated therewith. Upon transfer of a Digital Asset from a first user to a second user, the license to the first user for the Digital Object(s) associated with such Digital Asset shall immediately terminate. At no time may Owner fractionalize ownership of a Digital Asset and any purported attempt to do so shall be void and immediately terminate the licenses granted herein.
8.4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Purchase Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Purchase Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Purchase Agreement will continue in full force and effect.
8.5. No Waiver. Neither party will be deemed to have waived any of its rights under this Purchase Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Purchase Agreement will constitute a waiver of any other breach of this Purchase Agreement.
8.6. Choice of Law & Jurisdiction: This Purchase Agreement is governed by United Arab Emirates law and both parties submit to the exclusive jurisdiction of the state and federal courts located in United Arab Emirates and waive any right to challenge personal jurisdiction or venue.
8.7. Entire Agreement. This Purchase Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
8.8. Amendment. This Purchase Agreement may not be amended in any way except through a written agreement by authorized representatives of the Licensor and the current owner of the Digital Asset(s).
THE PURCHASER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.