Shipping TermsLast Modified: April 6, 2022
A.Seller and Purchaser are parties to the NFT Sales Terms (the “NFT Terms”) governing the purchase and sale of that certain nonfungible token on the Solo Music Marketplace with the Auction ID of [INSERT NFT IDENTIFYER] (the “NFT Auction”).
B.The NFT Auction also included the property set forth on Exhibit A (the “Property”).
C.Seller desires to sell the Property and Purchaser desires to purchase the Property on the on terms set forth below.
1. Purchase and Sale.Subject to the terms of this Agreement, Seller shall sell the Property to Purchaser, and Purchaser shall purchase the Purchase from Seller.
2. Purchase Price. In consideration for the sale of the Property, Purchaser shall pay to Seller the consideration specified in the NFT Auction (the “Purchase Price”).
3. Delivery. Unless otherwise agreed to by the parties, Seller shall deliver the Property in accordance with the shipping terms specified in the NFT Auction to the address specified by Purchaser in the NFT Auction.
4. Title. Title to the Property shall transfer from Seller to Purchaser upon the payment of the Purchase Price.
5. Insurance; Risk of Loss.Unless otherwise specified in the NFT Auction, the risk of loss or damage to the Property will be borne by Seller until the Property is delivered to Purchaser. Seller’s insurance will cover the Property prior to such delivery. All risk of loss, liability, or damage to, or related to, the Property following such delivery will be borne by Purchaser.
6. Expenses.Unless otherwise specified in the NFT Auction, Seller shall be responsible for all costs and expenses of insuring, packaging, shipping and delivering the Property.
7. Bill of Sale. Upon Purchaser’s full payment of the Purchaser Price and acceptance of delivery of the Property, Seller shall deliver to Purchaser a Bill of Sale in the form attached hereto as Exhibit B evidencing the transfer of title to the Property from Seller to Purchaser.
8. Representations of Seller. Seller represents to Purchaser that: [(a) the Property is an authentic work of art created by Seller and (b)] Seller has the legal authority to convey good title in the Property to Purchaser.
9. Reservation of Rights.Unless otherwise specified in the NFT Auction:
(a) Ownership of copyright in the Property will remain with Seller;
(b) Subject to any limitations provided in this Agreement, Seller reserves all rights under the Visual Artists Rights Act and other moral rights relating to the Property;
(c) Purchaser may not make or authorize any reproduction or derivative work or public display for profit of the Property without Seller’s prior written consent, and any approved reproductions shall bear the following copyright notice: “© [SELLER NAME] [YEAR]”; and
(d) Seller reserves all rights in and to the Property and other materials not expressly granted or licensed to the Purchaser herein or pursuant to the NFT Auction.
(a) This Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to that state’s conflict of laws provisions.
(b) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. This Agreement may be executed by electronic signature and an electronic signature shall constitute an original for all purposes.
(c) Words of any gender used in this Agreement shall be held to include any other gender and words of the singular number shall be held to include the plural (and vice versa), when the context requires. The captions to each section of this Agreement are inserted only as a matter of convenience and for reference only and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it.
(d) This Agreement, the NFT Terms and the NFT Auction contain the entire understanding between the parties and supersedes any prior understanding and agreements, whether oral or written, between them respecting the subject matter hereof and thereof. Should any term of this Agreement conflict with the terms of the NFT Terms or the NFT Auction, the terms of the NFT Terms or the NFT Auction Shall control.
(e) This Agreement is intended to be performed in accordance with and only to the extent permitted by, all applicable laws, ordinances, rules, and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but, rather, shall be enforced to the greatest extent permitted by law.
(f) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, permitted successors, and permitted assigns.
(g) Neither party shall be permitted to assign its rights, duties, or responsibilities under this Agreement to any third party without the prior written consent of the other party.