Public offer

AGREEMENT
on the alienation of the exclusive right to NFT
(public offer)

PLEASE READ THIS AGREEMENT ON THE ALIENATION OF THE EXCLUSIVE RIGHT TO NFT (PUBLIC OFFER) (hereinafter – the Agreement) CAREFULLY. BY ACCEPTING THIS AGREEMENT, THE USER AGREES TO THE TERMS AND CONDITIONS HEREOF.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS CONTENT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AS WELL AS THAT THE PERSON HAS THE PROPER AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THE PARTY.

General information about the Rightholder:
name: Verlos SIA;
registration No.: 40203344939;
date of Incorporation: 10.09.2021;
legal address: Nomales iela 7 - 6, Rīga, LV-1002;
email: [email protected].
hereinafter referred to as the «Rightholder»

1. GENERAL PROVISIONS

1. Definitions

1.1. NFT — non-fungible tokens, the ownership rights of which are registered on a distributed ledger and described on the web-portal. NFT tokens are associated with digital items (which may include images and / or other digital works) related to the NFT (hereinafter referred to as the «Digital item»). The User shall have the right to own an NFT, as well as a Digital item, or have the right of only limited use of a Digital item.
Digital items are subject matter of copyright and other intellectual property rights. These rights are vested in the Rightholder before their alienation.

1.2. The Rightholder (the owner of the exclusive right to the NFT).

1.3. User (You) means an individual who intends to purchase NFT.

1.4. The Web-Portal means the Rightholder's web resource intended to purchase and sale of NFT on the Internet at: https://verlos.ai.

1.5. E-wallet — a virtual electronic device that uses random number generation to create public and private keys. These keys are stored on the device itself connected to the Internet.
Electronic storage is a secure way to store the key that provides access to the NFT on the blockchain platform.

1.6. The Agreement is the official public offer of the Rightholder (Offer) to conclude and it contains all the essential conditions.

1.7. The acceptance of this Agreement is the payment of the cost of NFT (hereinafter referred to as the «Fee») to the Rightholder in the manner and within the time limits specified in the Agreement.

1.8. By making an acceptance in accordance with Clause 1.7 of the Agreement, the User confirms and guarantees that he / she has read, agreed and fully and unconditionally accepts all the terms and conditions of the Agreement in the form in which they are stated in the text of this Agreement.

1.9. The User warrants that, by performing actions for the acceptance of the Agreement, he / she has the legal rights to enter into contractual relationships with the Rightholder.

1.10. The Agreement is posted on the Rightholder's website specified in Clause 1.4 of the Agreement.

1.11. The Rightholder has a right at any time to introduce amendments and additions to the terms of this Agreement. All modifications and additions shall take effect from the moment they are posted on the website specified in Clause 1.4 of the Agreement.

1.12. The License Agreement does not require seals, as well as a handwritten signature of the User and the Rightholder, while remaining in full force and effect.

2. SUBJECT OF THE OFFER

2.1. The Rightholder undertakes to transfer the exclusive NFT rights to the User under the terms of alienation in full, without reservations and restrictions, and the User undertakes to accept the transferred exclusive right and pay the fee to the Rightholder established by the Agreement.

2.2. The Rightholder guarantees that it is the sole rightholder of the NFT. At the time this Agreement is signed, the Rightholder is not aware of the rights of third parties that could be violated by alienation of the exclusive right to NFT under the Agreement. At the time of conclusion of the Agreement, the exclusive right to NFT are not alienated, not mortgaged, not transferred to other persons under license agreements.

2.3. The Rightholder's fee for the alienation of the exclusive right to NFT under the Agreement is displayed on the website at the address specified in Clause 1.4 in the relevant sections herein.

2.4. There are no special computer requirements needed to use NFT. If they appear, they shall be posted on the website at the address specified in Clause 1.4 of the Agreement.

2.5. The NFT functionalities are set out on the website at the address specified in Clause 1.4 herein.

3. TERM OF VALIDITY OF THE AGREEMENT

3.1. The Agreement shall come into force upon the User makes the acceptance in accordance with Clause 1.8 of this Agreement, and IT shall be valid until the Parties have fulfilled their obligations hereunder.

4. TRANSFER OF THE NFT

4.1. The transfer of the NFT rights to the User shall be performed as follows:

4.1.1. After selecting NFT on the NFT description page at the address specified in Clause 1.4 herein, the User goes at the payment page. The User pays in any convenient way the specified cost of NFT.

4.1.2. after fulfillment of the obligations under Clause 4.1.1 of the Agreement, the User shall submit an application for NFT through the web portal to his/her e-wallet address provided by the User via the registration process on the website (Clause 1.4 of the Agreement).
The Rightholder shall send the NFT to the User's e-wallet address provided via the registration process (Clause 1.4 of the Agreement) within 5 (five) working days of receiving the application (paragraph 1 of Clause 4.1.2 of the Agreement).

4.2. The moment of granting (transferring) the User the rights under the Agreement is the moment of the sending a file containing the NFT code to the User’s e-wallet address.

4.3. The Rightholder's liabilities of transferring the NFT are considered to be properly fulfilled in accordance with the terms of the Agreement at the time of performing the actions described in Clause 4.2 herein.

5. WARRANTIES OF THE RIGHTS TO USE THE NFT

5.1. The Rightholder shall guarantee that the property rights to the NFT granted (transferred) to the User reside in the Rightholder on a legal ground.

5.2. The Rightholder shall not be responsible for and shall not reimburse losses caused by violations and / or errors in the using of NFT that arose as a result of illegal actions of the User or third parties, as well as technical problems and failures of electrical equipment.

5.3. The NFT and its accompanying documentation are provided to the User «AS IS», in accordance with the generally accepted principle in international practice. It means that the Rightholder shall not be responsible for any problems that may occur during the using of NFT (problems that may arise due to ambiguous interpretation of the accompanying documentation, inconsistency of the results of using the NFT with the User's expectations, etc.). The User shall be fully responsible for possible negative consequences and financial risks caused by incompatibilities or conflicts between the NFT and other software products installed on the User's computer.

6. AMOUNT OF FEE, PROCEDURE AND TERMS OF PAYMENT

6.1. The Rightholder's fee for the transfer of the NFT to the User under the Agreement is displayed on the website at the address specified in Clause 1.4 in the relevant subclauses herein and depends on the NFT chosen by the User.
The fee for the selected NFT under the Agreement is displayed on the Internet at the address specified in Clause 1.4 herein, or in the response to the request.
The fee for the selected NFT may differ from the amount listed on the website at address specified in Clause 1.4 of the Agreement due to the offering the User a personal discount, bonus, sale, selling via partner sites that may be received through email correspondence with the Rightholder of the NFT.

6.2. Payment method under the Agreement: transferring of funds by the User in the currency of US dollars to the Rightholder’s settlement account or by using Internet payment servers available on the website at address specified in Clause 1.4 of this Agreement.

7. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

7.1. The User hereby gives his / her consent to the processing of his / her personal data by the Rightholder of the NFT (including its receipt from the User), taking into account the requirements of the effective national legislation, and confirms that by giving such consent, he / she acts by his / her will and in his / her interest.
The consent is given by the User for the purpose of purchasing the NFT under this Agreement, as well as providing the User with information about the NFT, and shall be applied to the following information: surname, first name, patronymic (if available), phone number, email address of the User («personal data»), city of residence.

7.2. The consent specified in Clause 7.1 herein is given by the User to the Rightholder before the expiry of the storage period for the relevant data or documents containing the above mentioned information, determined in accordance with the national legislation.

7.3. The consent specified in Clause 7.1 of the Agreement, is granted to carry out any actions in respect of the User's personal data which are necessary or desirable for the above mentioned purposes, including, without limitation: collection, systematization, accumulation, storage, clarification (update, modification), usage, depersonalization, data interlock, deletion, as any other actions with the User's personal data under the effective national legislation.

7.4. The processing of personal data shall be conducted by the Rightholder by applying the following main methods (but not limited to): storage, recording on electronic media and their storage, listing, marking.

7.5. The User understands and agrees that any information disclosed to the Rightholder of the NFT pursuant to the obligations under the Agreement may be used by the Rightholder for marketing purposes, including for promotional events.
If the User refuses to have his / her personal information processed for the purposes specified in this Clause, the User shall send the Rightholder the corresponding letter to the following email address: [email protected].

8. LIABILITY OF THE PARTIES

8.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under the Agreement.

8.2. The use of NFT in a manner not provided for by the Agreement, or other ways beyond the rights granted to the User under this Agreement, and entails legal liability for violation of the exclusive right to the NFT determined by the National law.

8.3. The User shall be liable for all actions and risks associated with the use of the NFT.

8.4. The User shall bear responsibility all risks of losses that he may incur as a result of illegal or unauthorized access by third parties to the NFT.

8.5. The Rightholder shall not be responsible for non-fulfillment or improper fulfillment of obligations under the Agreement related to the User's operation or inability to operate through the NFT, or malfunctions of the normal functioning of software and hardware for the following reasons:
(1) equipment malfunctions and failures;
(2) failures;
(3) failures, malfunctions of connection systems, power supplies, and other similar systems.

8.6. The Rightholder shall not be liable for any damages (including , without limitation, incurred or anticipated expenses, loss of profits, business interruption, loss of business information, lost profits or other such losses in cash) related to the use or inability to use the NFT.

8.7. The Rightholder shall not be liable for losses incurred by the User due to unauthorized usage of the NFT by unauthorized persons.
The User shall be fully responsible for the safety of his / her Data.

9. DISPUTE SETTLEMENT AND APPLICABLE LAW

9.1. The Agreement has been executed in the English and the Russian languages. In case of any discrepancy between the Russian and the English texts of this Agreement, the English text shall prevail. The interpretation of the legal terms and concepts contained herein is consistent with the terms and concepts of the effective legislation of Hong Kong.

9.2. The Agreement shall be governed by the laws of Hong Kong.

9.3. All disputes and disagreements that may arise out from the Agreement shall be settled through negotiations between the Parties, and in case of failure to reach an agreement through negotiations, any dispute or disagreement shall be settled under the complaint procedure. The period of the claim consideration is 30 (thirty) working days.

9.4. Claims, including statements and complaints (hereinafter referred to as Claims), must be submitted in in written form and signed by the authorized representatives of the Claiming Party.

9.5. The claim must contain the following information:
■ subject matter of the claim and demand of the Claimant;
■ claim amount and its calculation (if the claim is subject to monetary valuation);
■ description of the grounds for the claim and the evidence supporting them, with reference to the available legislation and regulations;
■ a list of documents and other evidence attached to the claim;
■ other information necessary to settle the claim.

9.6. If the claims do not contain information about the name (surname, first name and patronymic (if any)) and location (address) of the User, such claims are acknowledged as anonymous and shall not be considered.

9.7. The receiving Party has the right to request additional documents and information from the other Party related to the claim. In this case, the period of considering the claim is prolonged for the period of providing the documents. If the deadline for submitting the requested documents exceeds 30 working days, the Rightholder has the right to reject this claim.

9.8. The claim is accepted by the Party only in writing form signed by the authorized representative of a Party or personally by a Party and sent to the other Party: to the User to his / her location address, and to the Rightholder — to a legal address.

9.9. A response to the claim is submitted to the Claimant. The response must be drawn up in writing form and signed by an authorized representative of the Party replying to a claim. The claim may be left without consideration if it has been refiled, and it doesn’t contain any new data and all the stated grounds have been previously fully and objectively considered and the claimer has been given the answer. Simultaneously the claimer is sent the notification on dismissing the claim with the reference to the previously given answer.

9.10. Any dispute, disagreement, controversy or claim that may arise out of or in connection with the Agreement including questions of its existence, validity, interpretation, the execution, breach or termination, or any dispute in relation to non-contractual obligations arising out of or in connection with the Agreement, shall be subject to settling under Arbitration proceedings administrated by the Hong Kong International Arbitration Center (HKIAC) in accordance with the Arbitration Rules for Administered Arbitration Proceedings of HKIAC as amended at the time in force of submission of the notice of Arbitration.

9.11. The law applicable to this arbitration clause is the law of Hong Kong.

9.12. The place of the Arbitration proceeding is Hong Kong.

9.13. The number of judges of the Arbitration Court is one.

9.14. The language of the Arbitration proceeding is English.

10. TERMINATION OF THE AGREEMENT

10.1. The License Agreement is concluded for an indefinite period.
The decision to terminate the Agreement shall enter into force within 30 (thirty) working days if the other Party fails to cure such breach, or immediately if the breach is not one that can be cured.

10.2 Either Party of the License Agreement may terminate under extrajudicial procedure at any time without giving reasons, by notifying the other Party not later than 30 (thirty) days beforehand.

10.3. Upon termination of the Agreement, the User shall be liable to terminate any use of the NFT, transfer it to the Rightholder within a period not exceeding 3 (three) working days from the date of termination, as well as uninstall or delete all copies of the NFT, if available. If any provision hereof is to remain in force for the fulfillment of its main purpose, that provision shall remain in effect notwithstanding termination or expiry of the Agreement.

11. MISCELLANEOUS

11.1. The Rightholder shall be entitled to unilaterally make changes and / or additions to the Agreement.

11.2. In general, unless otherwise stated by the Order of the Director of the Rightholder in connection with making changes and / or additions to the Agreement, all changes and additions made by the Rightholder in the Agreement shall enter into force and become binding on the User immediately after its publication on the website at the address specified in Clause 1.7 herein.

11.3. The Agreement shall be concluded by the User not for the purpose of using the results, information, data, etc. for personal, family, or home needs. The User's activity under the Agreement is related to the implementation of exclusively entrepreneurial activities.

11.4. The Parties shall confirm that this deal is not an imaginary or feigned deal, made under the influence of delusion, deceit, violence, threat, or malicious agreement between Parties.

11.5. The User shall not entitled to transfer his / her rights under the Agreement to third parties without the prior written consent of the Rightholder.

11.6. In the part, not expressly regulated by the Agreement, the relationship between the Parties is governed by the Procedural and Substantive Law of Hong Kong.

11.7. In case of existing any prohibitions and / or restrictions for the use of the NFT and any its types under the national legislation, the User has the right to refuse to accede to the Agreement.

11.8. In case of appropriate prohibitions and / or restrictions determined by the national legislation related to the using the NFT, the User bears responsibility for the use of the NFT in any of its types at his / her own risk.

11.9. After termination of the Agreement, the User shall be liable to immediately terminate any use of the NFT and not use it again.

Revision of 06.06.2022