Terms and Conditions
These Terms and Conditions are issued by LTD INC Limited registered in England under no 13348392 having its registered office at 7 Bell Yard, London, England, WC2A 2JR (Us, Our, We, The Company, as the context requires).
These terms apply to all use of our website and sale platform and all use purchase, possession transmission and resale of Non-Fungible Tokens and any related products offers or benefits relating thereto using our platform which is operated at the URL: https://ltd.inc
1.1 An NFT comprises two parts namely the cryptographic token (the Token) held by a user in a wallet approved in accordance with these terms and which represents a transaction record on a blockchain and enables the holder of the relevant private key to access display and exchange an original creative work (the Work) which is stored on a blockchain or other database. Collectively the Token and the Work are referred to as the/an NFT.
1.2 The Works associated with an NFT may be digital files such as photos, videos, or audio. Each digital file may be unique, one of a series or accessible by a limited number of token holders.
1.3 Ownership or control of the Token does not grant to the purchaser owner or person in possession any right title or interest in the copyright or other intellectual property rights in or relating to the associated Work nor does it provide any right title or interest or physical possession of any original work from which the Work is derived or created.
1.4 We will specify the smart contract address; the NFT Token ID; the blockchain on which the NFT is stored; the server or network on which the digital asset is stored; and the NFT metadata. You must review this information and conduct all due diligence and make such enquiries as you consider appropriate, we do not warrant the accuracy or completeness.
2. AUCTION SALES
2.1 These Conditions set out the terms on which we offer the NFT’s listed on this site.
2.2 By registering to bid and/or by bidding at auction you agree to these terms, so you should read them carefully before doing so.
2.3 We act as agent for the seller. This means that we are providing services to the seller to help them sell their NFT and that we are concluding the contract for the sale of the NFT on behalf of the seller.
2.4 As we act as agent, the contract of sale which is created is between you (the buyer) and the seller directly on the terms which you accept by use of this site and registering for any particular auction. We are not responsible for the creation functionality or value of any NFT which you purchase.
2.5 Purchasing an NFT at auction does not mean that you are buying the Work; (for example the digital artwork) associated with the NFT. Whilst each NFT is associated with a digital asset, (the Work) they are separate and distinct, and you should check before bidding on an NFT what rights (if any) you are granted in relation to the digital asset.
2.7 Neither you, nor anyone else, may rely on any estimates as a prediction or guarantee of the actual selling price of a lot or its value for any other purpose. Estimates do not include the buyer’s premium or any applicable taxes.
2.8 We may, at our option, withdraw any lot at any time prior to or during the sale of the NFT. We have no liability to you for any decision to withdraw.
3. PURCHASE BY AUCTION
3.1 We will specify an opening and closing date for the auction of any NFT, though we may at our discretion extend the closing date or withdraw any NFT (lot) from any auction at our discretion.
3.2 If this is your first-time bidding or you are a returning bidder who has not bought anything on our platform within the last two years you must register at least 48 hours before an auction to give us enough time to process and approve your registration. We may, at our option, decline to permit you to register as a bidder. You may be asked for the following:
(a) Individuals; Photo identification (driving licence, national identity card or passport) and, if not shown on the ID document, proof of your current address (for example, a current utility bill or bank statement);
(b) Corporate; Your Certificate of Incorporation or equivalent document(s) showing your name and registered address together with documentary proof of directors and beneficial owners; and
(c) Trusts, partnerships, agencies, nominees, offshore companies and other business structures, please contact us in advance to discuss our requirements.
We may also ask you to give us a financial reference and/or a deposit as a condition of allowing you to bid.
3.3 You agree to co-operate with any inquiries that we wish to make to validate your identity and or the source of your wealth.
3.4 If in our opinion you do not satisfy our bidder identification and registration procedures including, but not limited to completing any anti-money laundering and/or anti-terrorism financing checks we may require to our satisfaction, we may refuse to register you to bid, and if you make a successful bid, we may cancel the contract for sale between you and the Seller.
4.1 Before you register to bid for an NFT, you warrant on an ongoing basis that:
(a) any person upon whose behalf you are acting (as disclosed by you) is duly organized and validly existing under the applicable laws of the jurisdiction of its organisation, and that you are duly authorised by such legal entity to act on its behalf and to give all of the undertakings and warranties in these Terms and Conditions on behalf of yourself and any person on whose behalf you are acting;
(b) you will comply with all laws, regulatory requirements, and rules as are applicable to the acquisition exchange ownership, possession, use, sale, purchase or transmission of the particular NFT you are proposing to acquire;
(c) the sale and purchase of any NFT purchased via this platform and on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by you as an indication of the merits, values or qualities of any NFT;
(d) you have undertaken all inquiries and conducted all due diligence and taken such legal accounting and tax advice as you consider appropriate and acknowledge that the acquisition, possession or use of certain tokens may be prohibited or restricted by applicable laws, regulations, or rules in your local jurisdiction;
(e) to the extent you are subject to any restrictions which apply to the purchase, receipt, possession, exchange transmission, of any NFT tokens in any jurisdiction, you will observe and comply, and continue to observe and comply, with all such laws, regulations and restrictions at your own expense and fully and effectively indemnify and hold safe LTD Inc Limited its officers employees and agents, in relation to any losses demands or claim(s) resulting from your failure to do so;
(f) all tokens consideration and value provided by you for any NFT tokens are not related to any unlawful activities, including but not limited to money laundering, terrorist financing, or other unlawful activity;
(g) you will not procure promote or encourage through, or use the NFT tokens to finance, engage in, or otherwise support unlawful activities in any territory, and that all payments in fiat or tokens will be made by you only, in your name, lawfully authorised by you, from a digital wallet or bank account in accordance and compliance with all applicable local laws, regulations, rules and restrictions as may apply to such payments or transfers from time to time;
(h) you are familiar with NFTs and how they work and that you fully understand these conditions of sale and precisely what you are acquiring;
(i) you are confident that you know enough about NFTs, smart contracts and the blockchain to be able to make an informed decision about whether to bid for or buy an NFT;
(j) you recognise the novel and evolving technology law and regulation relating to NFT Tokens;
(k) that in addition to the factors on which estimates are based set out in Clause 2.6 above, estimates of the potential strike price for purchase of NFTs by auction take into account any ongoing NFT payments to any party including the seller, any restrictions on the resale of the NFT as well as any potential expiry of the NFT;
(l) your purchase of an NFT does not provide any right license or interest, express or implied, in, or to any copyrights or other intellectual property rights in or relating to the Work;
(m) you do not obtain any the right to distribute or otherwise commercialise the Work;
(n) your rights to exercise the rights and functionality provided by the NFT will immediately terminate upon any subsequent sale, transfer, dispossession, burning or other relinquishment of the NFT; and
(o) you acknowledge that your purchase of an NFT means you will obtain the right to execute the functionality applicable to the particular Token and any associated smart contract which may include;
(i) the right to store, sell and transfer possession; and
(ii) to exercise any functionality that the control of such Token and any applicable smart contract provides; or
(iii) the right to receive goods or services from the Seller of the Token in accordance with the Sellers Terms of Sale
(i) your making ongoing NFT payments that are payable in respect of the Sellers terms of sale applicable to the NFT;
(ii) restrictions on the resale of the NFT; and
(iii) potential expiration of the NFT
4.2 You warrant that:
(a) the funds (in this context fiat or crypto tokens) used for settlement are not connected with and have not been used in any criminal activity, including tax evasion;
(b) you are not presently under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes;
(c) where you are bidding or purchasing as agent on behalf of any ultimate buyer(s)
(i) you have conducted appropriate customer due diligence on the ultimate buyer(s) and have complied with all applicable anti-money laundering, counter terrorist financing and sanctions laws;
(ii) you will disclose to us the identity of the ultimate buyer(s) (including any officers and beneficial owner(s) of the ultimate buyer(s) and any persons acting on its behalf) and on our request, provide documents to verify their identity;
(iii) the arrangements between you and the ultimate buyer(s) in relation to the NFT or otherwise do not, in whole or in part, facilitate tax crimes;
(iv) you do not know, and have no reason to suspect that the ultimate buyer(s) (or its officers, beneficial owners or any persons acting on its behalf) are on a sanctions list, are under investigation for, charged with or convicted of money laundering, terrorist activities or other crimes, or that the funds used for settlement are connected with the proceeds of any criminal activity, including tax evasion;
(d) where you are a regulated person who is supervised for anti-money laundering purposes under the laws of the EEA or another jurisdiction with requirements equivalent to the EU 5th Money Laundering Directive, and we do not request documents to verify the ultimate buyer’s identity at the time of registration, you consent to us relying on your due diligence on the ultimate buyer, and will retain their identification and verification documents for a period of not less than 5 years from the date of the transaction. You will make such documentation available for immediate inspection on our request;
(e) You hereby authorise Us to conduct any enquiries, including with third party providers, and you waive any privacy or other similar right which would prevent Us from undertaking such enquiries;
4.3 You warrant that Your (the Buyer’s) wallet is not owned by or associated with:
(a) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States; or
(b) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations.
5. BREACH OF YOUR WARRANTIES AND INDEMNITY
5.1 You acknowledge and agree that any breach of the warranties given by you pursuant to Clause 4 above entitles Us to refuse to complete, to terminate or to cancel all and any agreements we have with you (on behalf of the Seller) or process any sale, deliver any NFT’s or register you to bid for any NFT.
5.2 The right of termination pursuant to Clause 5.1 shall be in addition to any other remedy We may have included restriction of access to our platform or deny You the right to or use of or access to any tokens/NFTs which may include a right to the return and burning of any NFT’s which are purchased by you without liability.
5.3 In the event of any question arising as regards the source, provenance or legal status of any tokens or monies or representations of money received by Us from you or on your behalf including a claim by a third-party claiming title or interest, or a request by any regulatory or enforcement agency, court or we may:
(a) without liability to you withhold restitution of any monies or representation of monies and tokens deposited or paid to us and any NFT tokens; or
(b) retain custody and control of all tokens assets and right without liability until the provenance, legal status or ownership of the same has been established to Our satisfaction which may include final determination by a court of law and/or a judgment recognised by the High Court of England and Wales).
5.4 You hereby agree to indemnify and hold Us safe against all losses, claims, costs, demands and awards by you and/or any third-party including the costs of bringing or defending any proceedings arising out of or relating to the provenance, ownership, legal status, source of the money tokens or representations of money received by Us from you or on your behalf.
6. TRANSFER AND RESALE
6.1 No warranty or assurance is provided that any NFT you acquire will have any resale value or that there will be any liquid market for such.
6.2 It is our intention to integrate with https://opensea.io/ which provides a marketplace for NFT tokens and such further NFT marketplaces as we consider appropriate.
6.3 We are not obliged to establish or maintain any integration with a third-party marketplace.
6.4 In order to use such marketplaces, you will need to sign up and agree to the terms applicable to their use.
7. RISKS AND DISCLOSURES
7.1 By purchasing, holding and using an NFT, you expressly acknowledge and assume all risks including without limitation:
(a) Seller, buyer or user error;
(b) forgotten passwords, mistyped addresses, incorrectly constructed transactions;
(c) incorrectly programmed NFTs;
(d) hard forks;
(e) mining attacks, cybersecurity attacks, weaknesses in our security;
(f) blockchain malfunctions or other technical errors, including but not limited to telecommunications failure, malicious software;
(g) unfavourable regulatory determinations or actions in one or more jurisdictions (including with respect to NFTs or cryptocurrencies);
(h) taxation of NFTs or cryptocurrencies, personal information disclosure;
(i) uninsured losses, unanticipated risks, volatility risks, server failure or data loss, corrupted or otherwise inaccessible digital wallets;
(j) unauthorised access to applications, inability to access or transfer the NFT;
(k) inability to access or display the digital asset, risks arising from third-party providers, including third-party providers that may mint the NFT and/or store the digital asset;
(l) providers ceasing trade or terminating storage or any other services;
(m) unauthorised third-party activities;
(n) without limitation the introduction use of viruses or other malicious code, the use of phishing, sybil attacks, 51% attacks, brute forcing;
(o) changes to the protocol rules of the blockchain (i.e., “forks”), or other means of attack that affect, in any way, the NFT.
8. ONGOING PAYMENTS
8.1 Whilst we use reasonable endeavours to alert you (where applicable) to the fact that ongoing NFT payments are payable in relation to an NFT, you alone are responsible for determining the extent of any ongoing NFT payments, including any automated fees, commissions or royalties, in the NFT smart contract, which may be due by you to the seller or other third party upon a subsequent transfer of the NFT by you to a third party, and by purchasers of the NFT going forward.
8.2 You are responsible for any ongoing NFT payments, including for making any disclosures to you in connection therewith other than alerting you to the fact that such payments are payable.
8.3 Ongoing NFT payments that are triggered by the sale itself are deducted from the proceeds of sale
9.1 For the sale of each NFT, we will determine whether any applicable tax may be required to be collected from the successful bidder in accordance with applicable law, including without limitation any VAT sales tax or its equivalent in any territory.
9.2 Depending upon applicable law, an NFT will generally be deemed to be delivered to the successful bidder at the location of their tax domicile or, to the extent it can be determined, the location of the digital asset, unless otherwise agreed the resulting tax (if any) shall be determined by the applicable tax rates and rules in that jurisdiction.
9.3 In addition to your standard responsibilities for paying all applicable taxes relating to your purchase of an NFT, in the event that your payment is made in cryptocurrency you will also be responsible for any income or other tax arising from your disposition of such cryptocurrency.
9.4 The successful bidder is responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise on the strike price and the buyer’s premium.
9.5 It is the buyer’s responsibility to ascertain and pay all taxes due. VAT is payable on the buyer’s premium, and, for some NFTs,
9.6 For NFTs which are delivered to purchasers who are located in, citizens of, or domiciled in the United States, sales or use tax may be due on the strike price, buyer’s premium and/or any other charges related to the NFT, regardless of the nationality or citizenship of the purchaser.
9.7 We will collect sales tax where legally required. The applicable sales tax rate will be determined based upon the state, county, or locale to which the NFT will be shipped or delivered.
9.8 Successful bidders claiming an exemption from sales tax must provide appropriate documentation prior to the release of the NFT.
9.9 For shipments/deliveries to those states for which we are not required to collect sales tax, a successful bidder may be required to remit use tax to that state’s taxing authorities.
9.10 We recommend you obtain your own independent tax advice.
10. ARTIST/CREATORS RESALE
10.1 In certain countries, local laws entitle the artist or the artist’s estate to a royalty known as ‘artist’s resale right’ when an artwork (which may include an NFT) created by the artist is sold.
10.2 We identify these NFTs. If these laws apply to NFT, you must pay us an extra amount equal to the royalty.
10.3 We will pay the royalty to the appropriate authority on the seller’s behalf.
10.4 The artist’s resale royalty applies if the hammer price of the NFT is 1,000 euro or more. The total royalty for any NFT cannot be more than 12,500 euro. We work out the amount owed as follows:
(a) 4% up to 50,000
(b) 3% between 50,000.01 and 200,000
(c) 1% between 200,000.01 and 350,000
10.6 Royalties (which will be no less than specified in Clause 10.5) will be collected when you execute a resale or transfer of the NFT you purchase on our platform.
10.7 Any resale of an NFT you purchase will be subject to the payment of a royalty/commission to the creator of the Work in accordance with the terms of each auction and the Seller’s terms and conditions of sale.
11.1 If you are paying using crypto tokens these must be deposited in a wallet for the full value of your bid including all sales purchase tax and VAT which is payable.
11.2 If you are the winning bidder, you must pay the purchase price immediately which may be executed by a smart contract or at our discretion manually and in any event you must finalise the auction and pay the purchase price by no later than 24 hours after we notify you that you are the winning bidder or we issue you with an invoice.
11.3 In case of issuing an invoice for VAT or other purposes we may issue this in fiat in £GBP or $USD at our discretion calculated at the exchange shown on CoinGecko for exchange of the purchase consideration token to fiat at the time of declaration of your bid as the successful bid. Any non-payment shall constitute a debt in the fiat currency nominated by us calculated in accordance with this clause.
11.4 Except in the event you are a resident of Mainland China, you, the buyer, may make payment of the purchase price in the crypto currency stipulated by Us via a digital wallet or smart contract transfer for the particular NFT.
11.5 We reserve the right to specify that we will only accept a particular cryptocurrency or cryptocurrencies.
11.6 We may at our absolute discretion refuse registration, bids or participation involving payment from any wallet or class of wallet without giving reasons or any liability to you.
11.7 You must be the owner of the digital wallet, or, if you registered a bid as a company, then the company must be the owner.
11.8 You agree, upon our request, to provide documentation confirming that the cryptocurrency payment was made from a digital wallet owned by you and maintained by an approved provider.
11.9 “Ownership” of a digital wallet means either you hold or have held on your behalf, or the company on whose behalf you are bidding holds, or has held on its behalf, the private keys associated with that digital wallet or that the provider of the digital wallet recognises you, or the company on whose behalf you are bidding, as owning the cryptocurrency associated with that digital wallet.
11.10 Partial payments toward a single NFT from multiple digital wallets will not be allowed. If you purchase multiple NFTs, you may purchase one NFT with payment from one digital wallet and another NFT with payment from a different digital wallet, but this must be accomplished through two separate transactions paying the purchase price in full.
11.11Partial payment in cryptocurrency, in addition to fiat currency or another type of cryptocurrency, is not permitted.
11.12Partial payments of a single NFT from multiple digital wallets will not be allowed. If you purchase multiple NFTs, you may purchase one NFT with payment from one digital wallet and another NFT with payment from a different digital wallet, but this must be accomplished through two separate transactions paying the purchase price in full.
12. TIME FOR PAYMENT
12.1 Payment of the purchase price, if made in cryptocurrency, may be made automatically by the bidder locking its/his/her bid to an approved wallet which contains sufficient tokens to satisfy the bid price and any applicable fees charges and taxes and in any event in full within 24 hours of the issuance of the invoice for the respective NFT to you.
12.2 You understand that the price of cryptocurrencies can be volatile and subject to upward and downward movements. You undertake to pay the specified fiat currency amount or cryptocurrency amount set out in the invoice, regardless of whether the fiat currency to cryptocurrency or other conversion rate differs at the time of your payment to the rate used to calculate the cryptocurrency amount set out in the invoice.
12.3 You understand that if you fail to make full payment within 24 hours of issuance of an invoice, in accordance with these Conditions of Sale, we may at our discretion finalise the transaction on your behalf, in which case you will be liable to us for any transaction (“gas”) or other fees or expenses we reasonably incur in so doing.
13. TRANSFER OF OWNERSHIP
13.1 You will not own the NFT and ownership of the NFT will not pass to you until:
(a) we have confirmed that you have met all bidder identification and registration procedures;
(b) we have received full, clear and undisputed payment of all amounts due, even in circumstances where we have already transferred the NFT to you; and
13.2 We will transfer the NFT to you on behalf of the Seller to a digital wallet owned by you and that supports the NFT, and you understand and accept that failure to ensure this may result in an inability to receive, transfer or access your NFT.
13.3 If you bid on behalf of a company, then the digital wallet used to accept the NFT must be owned by that company. You agree that we may provide your digital wallet information to the seller in order to execute the transfer.
14. RISK AND TRANSFER OF TITLE
14.1 The risk in title to and responsibility for the NFT when we instigate the transfer of the NFT to your wallet (the Buyer’s wallet).
14.2 You are responsible for implementing reasonable measures for securing the digital wallet or other storage mechanism you use to receive and hold the NFT, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s), and further you specifically acknowledge that the risk of acquiring the NFT from the seller, transferring the NFT to others, and holding or using the NFT or your digital wallet rests entirely with you. If your private key(s) or other access credentials are lost, you may lose access to your NFT. We are not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.
14.3 We are not responsible if the digital asset becomes inaccessible to you for any reason, or for any modifications or changes to the digital asset, including the digital asset being deleted. You acknowledge that the creator of the Work or a third party could make additional copies of, and distribute, the digital asset, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in the digital asset.
14.4 We are not responsible for any uses you make of the NFT or for any future transfers you make of the NFT.
15. MAINTENANCE OF ACCESS TO THE WORK
15.1 The Work which is addressed by an NFT token will be stored on the public IPFS database at https://www.pinata.cloud/
15.2 We are responsible for uploading and paying the fees applicable thereto. We are not responsible for the payment of additional fees which may be imposed.
15.3 We are not responsible nor liable for any loss suffered by you arising from the failure or non-availability of the Pinata Cloud database after we have uploaded the Work.
15.4 All keys rights to access and maintain the Work held on the Pinata Cloud and maintain the integrity of the Work will be held on trust.
16. LIMITATION /EXCLUSION OF LIABILITY
16.1 Ltd INC Limited is not a wallet provider, exchange, broker, or financial institution.
16.2 We do not provide custody services.
16.3 To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.
16.4 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL LTD INC LIMITED OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF OPENSEA OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
16.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF LTD INC LIMITED ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR THE PROVISION OF ANY SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY Us FOR OUR SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM.
16.6 THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.7 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
16.8 Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
17. PAYMENT OF TAXES.
17.1 In this clause Tax means; any tax,levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty, surcharge or interest payable in connection with the failure to pay, or delay in paying, any of these).
17.2 All prices and consideration for goods and services are quoted exclusive of VAT and other Tax(es) attributable to the purchase or resale by the Buyer of any NFT and the provision of services by LTD INC Limited and the Seller which are payable by the Buyer in addition thereto.
17.3 The Buyer shall be responsible for any Tax arising in connection with the supply transfer of any asset (including but not limited to an NFT) the resale of that asset or right and the provision of any services by LTD INC Limited and or the Seller or the provision of access to control of any copyright work or other intellectual property and the payment of any royalty, fee or other consideration.
17.4 The Buyer hereby indemnifies LTD INC Limited and the Seller in respect of any primary liability assessed (including by self-assessment) in consequence of the Buyer’s primary liability and which the Buyer fails to discharge (in whole or in part); and
17.5 any costs and expenses incurred by LTD INC Limited and or the Seller in connection with dealing with and discharging of the liability referred to in Clause 17.3
17.6 The Buyer shall pay such amounts in cleared funds to the LTD INC Limited promptly following the notice to the Buyer and, in any case, within five business days following notice.
19. FORCE MAJEURE
19.1 We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”):
(a) acts of God;
(b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order, law, or action;
(e) embargoes or blockades in effect on or after the date of this agreement;
(f) strikes, labour stoppages or slowdowns or other industrial disturbances;
(g) shortage of adequate or suitable Internet connectivity, telecommunication unavailability of telecommunications infrastructure or network transmission capability however caused whether malicious or accidental, breakdown or shortage of adequate power or electricity; and
(h) other similar events beyond our control.
20. PERFORMANCE DURING FORCE MAJEURE
20.1 If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
20.2 We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Clause, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
21.1 A notice or communication given to us under or in connection with this agreement shall be in writing and sent to:
(a) our registered office address; or
(c) as we otherwise notify you in writing.
21.2 A notice or communication given to you under or in connection with this agreement shall be in writing and sent to the email address associated with your account on our platform from time to time.
21.3 This clause 21sets out the delivery methods for sending a Notice to a party under this agreement and, for each delivery methods, the date and time when the notice is deemed to have been received or given (provided that all other requirements of this clause have been satisfied);
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;
(b) if sent by pre-paid first-class at the time recorded by the delivery service;
(c) if sent by email, at the time of transmission (provided that no non-delivery notification is received by the sender)
(d) If deemed receipt under this Clause 21.3 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume which means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(e) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
22. THIRD PARTY RIGHTS
The PARTIES do not intend that any term of this AGREEMENT should be enforceable by any person who is not a party to this AGREEMENT by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
23. ENTIRE AGREEMENT
23.1 These Terms and Conditions constitute the entire agreement between the PARTIES and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the PARTIES, whether written or oral, relating to its subject matter.
23.2 Each PARTY agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) where such statement, representation, assurance or warranty is not set out in these Terms and Conditions.
23.3 Each PARTY agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
24. LAW AND JURISDICTION
24.1 Each PARTY irrevocably agrees on behalf of itself and its successors in title that any dispute or claims (including non-contractual disputes or claims) arising out of or in connection with this AGREEMENT or arising from the formation of this AGREEMENT or incorporating these Terms and Conditions including without limitation all transaction which are conducted using any NFT purchased in accordance with these terms shall be resolved by arbitration in London applying the law of England and Wales in accordance with the rules of the London International Arbitration Centre by a single arbitrator in English.
24.2 The situs of this AGREEMENT and all debts obligations and causes of action arising out of the operation use and functioning storage and transmission of any tokens including the relevant NFT and any Works to which such NFT relate are deemed to made performed stored and located in England, irrespective of the location of any servers computers networks keys, or other relevant access points, the holders domicile, residence or principal place of business, or that of any person accessing systems which engage the database on which the NFT created or where the WORK is stored or the place where transactions relating to it are initiated or the benefit received.
24.3 All fees and payments due in respect of the purchase of the NFT shall be recoverable in England which shall be the situs of debts due to LTD Inc Limited as well as for all payments made irrespective as to the location of any bank account or domicile of any counterparty or the situs of any account nominated by Us or any other party for the receipt of funds (including tokens).
24.4 Nothing in this Agreement shall prevent us from enforcing Our rights in relation to any Intellectual Property which is owned by or licensed to Us in accordance with the laws applicable to such rights in any territory where such Intellectual Property rights are owned or used (whether such use is authorised or not).
24.5 All operation of conflict of laws is excluded.