General Terms and Conditions

Neopets Metaverse Collection Sale

Last Updated: June 2023 (Version: 2)

IMPORTANT:You must read the entirety of this document carefully before making any decision to purchase Collectibles. You must also monitor the Seller’s website (https://www.neopetsmetacollection.com) for any announcements from the Seller as it may add to, or change, the Terms and Conditions at any time.

Purchasing or holding Collectibles carries significant potential financial, regulatory and other risks, including potential loss of the entire value of Payment.

Collectibles are only for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, virtual assets, blockchain technology and smart contracts. Potential purchasers should determine for themselves the relevance of the information contained in this document and related materials, in each case as supplemented from time to time, and the necessity for additional enquiry, research and professional advice. Any decision to participate in the Collection Sale should be based upon such independent investigation and advice as you deem necessary. This document should not be considered as a recommendation by any person to participate in the Collection Sale or digital platform. We do not recommend that any Collectibles should be bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us on this website.

In particular, you should not purchase any Collectible unless you have read and understood this document and all other relevant materials and fully understand the Collection Sale, including at least the following:

the nature and purpose of Collectibles, the Collection Sale and their context;
the Terms and Conditions;
the procedures required to purchase Collectibles;
the nature and the extent of the risks to which you may be exposed by participating in the Collection Sale or purchasing, holding, transferring or exchanging Collectibles, including those set out in a separate Risk Disclosure statement (if any); and
the regulatory, tax and accounting treatment of participating in the Collection Sale and purchasing, holding, transferring or exchanging Collectibles, as well as any other relevant implications.

This document is not a prospectus nor a solicitation for investment and it does not pertain in any way to an offering of securities or regulated products in any jurisdiction. This document, the Collectibles and the Collection Sale have not been, and will not be, registered under any legal or regulatory regime, nor have they been reviewed or approved by any regulatory authority. The Seller does not hold itself out as carrying out any regulated activity in any jurisdiction. Under no circumstances, does this document or any other material constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Collectibles may not be purchased, held, used, offered, sold, transferred, distributed, delivered, re-sold, re-offered or exchanged within any jurisdiction where same would constitute or imply any kind of regulated activity by the Seller except pursuant to an exemption from, or in a transaction not subject to, all relevant regulatory requirements. This website and any information or materials contained in it do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, the Seller does not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using this website. This website is for “professional investors”, “accredited investors” or “sophisticated investors” only and not for retail use. We encourage you to consult your professional advisers in respect of any decisions or activities made on the website.

By accessing, using or clicking on our Collection Sale website and using or attempting to use our Services, you represent and warrant that: (a) as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these terms; (b) you are at least 18 or are of legal age to form a binding contract under applicable laws; (c) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering (“AML”), anti-corruption, and counter-terrorist financing (“CTF”); (d) you are not a citizen, resident or domiciliary in a Restricted Country, nor are you using our Services on behalf of any person or entity from a Restricted Country; (e) you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the U.S. Department of Commerce, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom; (f) you have not been previously suspended or removed from using our Services; (g) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and (h) you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user account. RESIDENTS OF CERTAIN JURISDICTIONS ARE RESTRICTED FROM PARTICIPATING IN THE Collection Sale. THE FOLLOWING LIST OF THESE JURISDICTIONS MAY BE SUBJECT TO CHANGE AT THE SELLER’S DISCRETION.

This website and the Services are not available to residents of Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Crimea of Ukraine, Cuba, Democratic People’s Republic of Korea, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Puerto Rico, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe and any other jurisdiction in which accessing or using our protocol is prohibited (each a “Restricted Country”). We reserve the right to choose markets and jurisdictions to conduct business and may restrict or refuse the access of our Collection Sale Website and its Services in other countries or regions in our sole discretion.

By accessing this document or otherwise seeking to purchase Collectibles, you are deemed to represent to the Seller that you and any person you represent have complied with these restrictions and you will not provide this document to any person to whom delivery would be unlawful nor use it in connection with any action in any place where such action is not permitted by law. If you have gained access to this document contrary to any of these restrictions, you are not authorised and you cannot seek to nor purchase, hold, or transfer Collectibles. THE SELLER WILL NEVER PUBLISH ITS COLLECTION SALE ADDRESS ANYWHERE EXCEPT ON ITS WEBSITE AT HTTPS://WWW.NEOPETSMETACOLLECTION.COM.

Terms that apply
What else do you need to read?
General Terms and conditions of the Collectible
Licence grant
1. Licence
General
Definitions of General Terms and Conditions

A. Terms That Apply

The Seller intends to engage in the Collection Sale in accordance with the Terms and Conditions. The Terms and Conditions set out in this document include:

Section B(“What else do you need to read”);
Section C(“General terms and conditions of the Collectible”);
Section D(“Licence grant”);
Section E(“General”);
Section F(“Definitions of General Terms and Conditions”) (terms defined in the Terms and Conditions are shown as capitalised); and
the Specific Terms and Conditions (if any).

By making Payment and/or purchasing or holding an Collectible, you agree to be bound by the Terms and Conditions, unless a separate written agreement is entered into between you and the Seller which expressly states otherwise. You agree that you have read and understood the risks as set out in any separate Risk Disclosure statement (if any). Unless expressly provided elsewhere, the Terms and Conditions constitute the whole agreement between you and the Seller in respect of the Collection Sale and the delivery, holding, use and exchange of any Collectible. You agree that you have received, read and agreed to the content of this document, including the Terms and Conditions and the Risk Disclosure statement (if any). Nothing in the Terms and Conditions in any way detracts, subrogates or modifies the rights and obligations owed between you and any other third-party platform that you may otherwise interact with as a result of participating in the Collection Sale. You acknowledge and agree that it is your sole responsibility to review and ensure compliance with terms and condition issued in any other third-party platform that you may otherwise interact with as a result of participating in the Collection Sale.
Nothing in this document or any other material provided by the Seller or its Associates should be construed as a recommendation to participate in the Collection Sale. Please seek independent advice.

B. What else do you need to read?

An overview of the Collection Sale is contained on the Seller’s website. However, you must still read and understand the Terms and Conditions in full before purchase. The Seller only issues the Terms and Conditions in English. If you are reading these Terms and Conditions in a language other than English, please read the latest English version before purchase. Only the English version is legally binding. It prevails to the extent of any inconsistency. You can sign up for announcements at https://www.neopetsmetacollection.com. You can also get in touch via:

Telegram
Twitter
Medium

Please note: all of the above information sources are provided for convenience only. Any material other than the Terms and Conditions (including, without limitation, Website content and any statement made on social media or in person) is not legally binding and does not form part of the Terms and Conditions. The Seller does not take any responsibility, express or implied, for independently verifying nor for updating any of the above information sources and you should not assume that any of the information contained in them is necessarily accurate, complete or up-to-date at any given time.

C. General Terms and Conditions of the Collectible

This Section C (“General Terms and Conditions of the Collectible”) applies to all Collectibles, whether or not distributed as part of the Collection Sale or otherwise. All Purchasers will be subject to this Section C.

Acquisition of an Collectible
1. An Collectible can be acquired via the Collection Sale process as set out in the Specific Terms and Conditions.
Nature of the Collectible
1. The Collectible only represents a personal licence that is granted pursuant to Section D(“Licence grant”) of the General Terms and Conditions and the relevant provisions in the Specific Terms and Conditions.
2. The Collectible is designed only for use in the manner expressly described in the Terms and Conditions.
3. The holding of the Collectible is set out in the Specific Terms and Conditions.
4. Collectibles do not have any other rights, use, purpose, value, attributes, functionalities or features whether expressed or implied. Collectibles are not intended to be redeemed, purchased or otherwise transacted for profit. Neither the Seller nor anyone else is obliged to redeem or purchase any Collectibles from you nor anyone else at any time. Any redemption effected by the Seller between the Collectible launch date and Collectible closing date is subject to the Seller’s sole discretion.
5. Collectibles are not (and in no case may be understood, deemed, interpreted or construed to be or to be representative of) any kind of:
  1. currency, legal tender, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit;
  2. investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, return, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any person, asset, entity, organisation, scheme, venture or project (including but not limited to the Seller and any Project Purpose);
  3. equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument;
  4. right, title, interest or benefit whatsoever in whole or in part, in any Project Purpose, the Seller or any assets related to either of them, except as expressly provided for in the Terms and Conditions;
  5. any commodity that any person is obliged to redeem or purchase; or
  6. offer of any product or service that is regulated, and for which the provider does not (or will not at the necessary time) have the requisite licence or approval.
6. Collectibles are not guaranteed or secured by any person, asset, entity, organisation, scheme, venture or project (including the Seller) in any way.
No obligation to replace Collectibles
1. You acknowledge and agree that the Seller is under no obligation to issue replacement Collectibles in the event any Collectible or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable by you for any reason.
Transferability of the Collectible
1. Collectible may or may not be transferable.
2. Terms relating to transferability of the Collectible are set out in the Specific Terms and Conditions.
Delivery and holding of Collectibles
1. If delivery of Collectibles to you, the holding of Collectibles by you, or any other related matter necessary for the Seller to fulfil its obligations under the Terms and Conditions, is or becomes impossible or a violation of any applicable legal or regulatory requirements, including but not limited to Financial Crime Regulation in any jurisdiction, or the Seller suspects that this may be the case, then:
  1. the Seller need not deliver any Collectibles nor return any Payment or its equivalent to you nor, in either case, to any other person or entity;
  2. the Seller may request, require or facilitate that steps be taken to ensure the full return of any Collectibles that you hold;
  3. the Seller may remotely disable, deactivate or destroy any Collectibles that you hold;
  4. the Seller reserves the right to terminate its relationship with you and take any actions considered necessary or desirable for the Seller to meet its legal and regulatory obligations;
  5. any licence granted in Section D (“Licence grant”) and other relevant provisions in the Specific Terms and Conditions is immediately terminated if the Seller exercises its rights under paragraphs (a) to (d) above;
  6. the Seller may take any other steps it deems reasonable; and
  7. such actions will be irrespective of any Payment that has been made by you to the Seller, its Associates and/or any other third party and the Seller is under no obligation to provide reasons.
Use of the Collectible
1. The Seller will use its best endeavours to make available and further develop the Project Purpose in accordance with the Terms and Conditions and other applicable terms and conditions.
2. You acknowledge and agree that:
  1. the Project Purpose may not have been finalised as at the Collectible launch, the intended features or attributes of the Project Purpose may change significantly or fundamentally between the Collectible launch and the time (if any) at which the Project Purpose becomes available;
  2. without limiting the above, you acknowledge and agree you have no expectation of obtaining any governance rights over the Project Purpose or of influencing the development of the Project Purpose except as otherwise agreed in writing by the Seller; and
  3. there is no guarantee or assurance that development of the Project Purpose will be completed, that the Project Purpose will ever be released, or of the quality, nature, features and/or attributes (if any) that will be made available through the Project Purpose.
Conditions you must satisfy to receive Collectibles
1. Collectibles are only given to, provided to or otherwise redeemed by the Purchaser subject to you completing all of the following conditions precedent to the Seller’s satisfaction:
  1. you confirming that you are not a citizen, national, resident or Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which the Seller has notified on its Website and/or the Specific Terms and Conditions as being subject to prohibitions or restrictions on the holding of Collectibles; and
  2. you satisfying any other criteria or requirements specified by the Seller.
2. If you cannot or do not satisfy all the requirements of this clause, the Seller is under no obligation to give to you, provide to you, allow you to redeem an Collectible nor return any Payment or its equivalent in value that you have made. Any return of Payment or its equivalent is at the discretion of the Seller and subject to applicable laws and regulations. You may be required to return the Collectible to the Seller.

D. Licence grant

Licence
1. The licence grant of the Collectible is set out in the Specific Terms and Conditions.
2. The Seller may terminate the licence granted in this Section D(“Licence grant”) and the relevant provision in the Specific Terms and Conditions, if you breach the terms of this licence. This licence automatically terminates on burning or forfeiting of the Collectible for any reason.

E. General

This Section E (“General”) applies to all Collectibles, whether or not distributed as part of the Collection Sale or otherwise. All Purchasers are subject to this Section E.

Right to engage subcontractors and distributors
1. The Seller may engage subcontractors to perform its obligations under the Terms and Conditions on such terms as it may determine. This includes without limitation, the engagement of official distributors in certain jurisdictions, as needed.

The Seller’s gas, fees, expenses, costs and charges
1. You acknowledge and agree that any return of Payment or its equivalent in value to you for any reason under the Terms and Conditions will be less such Gas and transaction fees, costs, charges or other expenses the Seller has incurred or reasonably expects to incur (whether or not directly attributable to your Payment or such return). For the avoidance of doubt, no interest will accrue on the value of any Payment including any Payment which is in fact returned.
2. If the Seller has already converted some or all Proceeds into any fiat currency or cryptographic tokens, the Seller will only be obliged to use the resulting fiat currency or cryptographic tokens to purchase USD or the applicable Eligible Virtual Asset used for Payment (as the case may be) at the then prevailing market price before refunding the so acquired Eligible Virtual Asset, less any Gas, costs, fees and expenses, on a pro rata basis.
3. You acknowledge and agree that any amount of Eligible Virtual Asset returned (if any) will be less than originally sent as Payment.

Upgrades and Forking
1. You acknowledge that Collectibles are at all times subject to inherent technological conditions and limitations by virtue of:
  1. their nature as tokens on any applicable blockchain or network; and
  2. if there is a Migration, their inclusion of the Project Purpose .
2. In any case where it is or becomes technically possible for the Seller or its Associates to automatically or remotely initiate any update or to Fork any blockchain, the Seller reserves the right to do so.

Conflicts of interest
1. You acknowledge and consent to the Seller that you are not:
  1. acting as an advisor for, or participating in any Collection Sale or other Virtual Asset Sale or other activity of any kind, including for other projects, persons and entities including where any actual or potential conflict of interest may arise; and
  2. paying or receiving a fee or commission to or from a third party in connection with the Collectibles.

Your ongoing obligations
1. You agree that:
  1. you will review any announcements connected with the Collection Sale made on the Website and/or by email from the Seller;
  2. you will purchase, hold and use Collectibles only for the purposes and in the manner expressly permitted by the Terms and Conditions;
  3. you will notify the Seller immediately if any of the representations and warranties you make under the Terms and Conditions becomes untrue, incomplete, invalid or misleading in any respect;
  4. unless the Seller agrees separately in writing with you, you will not act as though you are the agent or representative of the Seller;
  5. you will not engage in any activity that interferes with or disrupts the Collection Sale in any way, including by sending excessively frequent Payments to the Seller and/or its Associates;
  6. you will keep, and are fully responsible for keeping, your digital wallet (including private keys) confidential, secure and intact at all times;
  7. you will appraise yourself of and take (and bear sole responsibility for taking) any further action (subject to the Terms and Conditions) as you may consider necessary to protect your interests in the event of technical changes which may affect Collectibles, including any source code update or Fork;
  8. you have the sole risk of, and responsibility to exercise due care in relation to, the holding, use and exchange of any Collectibles distributed to you;
  9. you will do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed), which the Seller asks and considers necessary to:
    1. undertake Migration, if there is a Migration;
    2. bind you and any other person intended to be bound in connection with the Terms and Conditions;
    3. demonstrate whether you are complying with applicable law and the Terms and Conditions;
    4. enable the Seller to obtain any necessary consent to the Terms and Conditions of any other person; and
    5. comply with the Seller legal, regulatory and governance requirements;
  10. you will not reproduce, duplicate, copy or reverse engineer Collectibles for any purpose;
  11. you will observe all applicable laws and regulations in such manner that will, to the best of your knowledge and belief, result in compliance by you and the Seller in any jurisdiction in which you directly or indirectly:
    1. purchase, hold, use, offer, sell, transfer, deliver, re-sell, re-offer or exchange Collectibles;
    2. enter into or perform your obligations under the Terms and Conditions; or
    3. distribute the Terms and Conditions or any advertisement or similar material; and
  12. you agree to provide promptly such evidence of your compliance with the Terms and Conditions as the Seller may at any time reasonably require.

Your representations and warranties
1. You represent and warrant at the time that you make Payment and at all times that you hold any Collectibles that:
  1. you have legal capacity under the laws of all applicable jurisdictions and you agree to the Terms and Conditions voluntarily, and in particular that:
    1. you have full power, authority and capacity to comply with the Terms and Conditions and your obligations under them;
    2. you enter into the Terms and Conditions voluntarily and based on your own independent judgment and on advice from independent advisors as you have considered necessary;
    3. you are not a statutory corporation, governmental or semi-governmental authority;
    4. if you enter into the Terms and Conditions as a corporation, you are a duly incorporated, validly existing corporation in good standing under the laws of the place in which you are incorporated;
2. your compliance with the Terms and Conditions is lawful and your obligations under the Terms and Conditions are legally binding and valid, and in particular that:
  1. your entry into, the exercise of your rights and the performance of your obligations under, and conduct of all transactions contemplated by, the Terms and Conditions, will not contravene any restriction legally binding on you or the assets which you send as Payment;
  2. you are not a citizen, national, resident or Tax resident of, and do not otherwise have any relevant connection with:
    1. any jurisdiction in which the Seller has notified on its Website as being subject to prohibitions or restrictions on the access or use of its Website or service, or delivery, holding, use or exchange of Collectibles;
    2. any jurisdiction in which entry into or performing your obligations under the Terms and Conditions or the delivery, holding, use or exchange of Collectibles is unlawful or restricted in any material way or requires licensing, registration or approval of any kind; or
    3. any other jurisdiction in which it is prohibited from using any of the services or Project Purpose offered by the Seller and/or its Associates;
  3. you have obtained any corporate authorisations which may be required for you to fully comply with the Terms and Conditions and these remain in full force and effect;
  4. you have obtained any and all consents, approvals, orders or authorisations of, or registrations, qualifications, designations, declarations or filings with, any federal, state or local governmental authority or semi-governmental entity required for you to fully comply with the Terms and Conditions;
  5. you are not subject to any kind of immunity from suit including State or Crown immunity, or, if you are, you waive such immunity under clause 21 (“No immunity from suit”);
  6. any payment by you in the particular Eligible Virtual Asset chosen to make Payment is lawful in your jurisdiction;
  7. none of you or any of your affiliates or persons on whose behalf you are acting are Disqualified Persons;
  8. you are not bankrupt or insolvent (as applicable) and entry into and performing your obligations under the Terms and Conditions will not result in your becoming bankrupt or insolvent (as applicable); and
3. you are a sophisticated virtual assets purchaser, in particular that:
  1. you are an experienced purchaser, expert or professional in the fields of blockchain, distributed ledger technology and virtual assets;
  2. you are experienced in and capable of maintaining and safekeeping any Collectibles you hold, the private key of the address from which you make Payment and the password to your Digital Wallet.; and
  3. you have conducted your own due diligence and you understand, acknowledge and accept the risks outlined in any Risk Disclosure statement and you are fully aware of all risks associated with the purchase, development, holding and use of any Collectibles, participation in the Collection Sale and the development and possible use of the Project Purpose; and
4. you have carefully and thoroughly read and understood all material documentation and you have sought independent advice as needed in your situation, and in particular that you have carefully and thoroughly read and understood:
  1. the Terms and Conditions;
  2. the Risk Disclosures statement; and
  3. the Website content.
5. in entering the Terms and Conditions you have not relied on any representation, warranty, statement, undertaking or conduct of any kind from the Seller or any Associates acting on the Seller’s behalf;
6. you do not seek to purchase Collectibles for any unlawful purpose, and in particular that:
  1. you purchase Collectibles only for the purposes expressly permitted under the Terms and Conditions and do not contemplate purchasing, holding, exchanging or transferring any Collectibles for any other purpose, including any unlawful, financial or speculative purpose, or to conduct, assist or facilitate money-laundering, terrorist financing or the proliferation of weapons of mass destruction; and
  2. you purchase Collectibles without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind; and
  3. any Payment you direct to the Seller and/or any Associates acting on its behalf was lawfully acquired;
7. except if you are acting as trustee, you are not entering into the Terms and Conditions as an agent or as a partner in any partnership nor acting on behalf of any third party:
8. if you are acting as trustee, you have disclosed that fact to us in writing and you make each representation and warranty under this clause (including the following) in both your personal capacity and your capacity as trustee:
  1. the trust of which you are trustee has been duly established and continues at all times in full force and effect, and no action has been taken or proposed to terminate it;
  2. you are and have remained at all times validly appointed as trustee of that trust, you are the only trustee of that trust, and no action has been taken or proposed to remove you as trustee of that trust;
  3. the trust deed of the trust discloses all terms of the trust (other than those implied by law) and has been duly stamped;
  4. you have express power under the terms of the trust to enter into and to exercise your rights and perform your obligations under, and conduct all transactions contemplated by, the Terms and Conditions, and you have not released, abandoned or restricted such power in any way;
  5. you are not, and have never been, in default under the terms of the trust;
  6. none of your rights or powers as trustee (including your trustee’s right of indemnity and lien) has been or will be prejudicially affected in any way (including by seeking to purchase or by holding or transferring Collectibles) and there has been no breach of trust (whether related or unrelated breach of trust);
  7. you have a right to be fully indemnified out of the trust assets in respect of obligations incurred by you under or in connection with the Terms and Conditions and the trust assets are sufficient to satisfy that right of indemnity and all other obligations in respect of which you have a right to be indemnified out of the trust assets;
  8. you agree to exercise your right of indemnity out of the trust assets in respect of obligations incurred by you under or in connection with the Terms and Conditions and not to do anything which could restrict your right of indemnity in respect of such obligations and not to create an encumbrance or allow one to exist over such right of indemnity;
  9. all requirements of the trust deed have been properly complied with and all necessary authorisations are in full force and effect in order for you to enter into and to exercise your rights and perform your obligations under, conduct all transactions contemplated by, the Terms and Conditions, and allows those obligations to be enforced and doing such things is and will be in the proper performance of your duties as trustee (including under all applicable statute) and for the benefit of the beneficiaries of the trust;
  10. you will exercise your rights and perform your obligations under, and conduct all transactions contemplated by, the Terms and Conditions in accordance with your powers and duties as trustee; and
  11. the trust is not required to be registered under any regulatory regime; and
9. all information given by you is true, complete, valid and not misleading in any respect, and you acknowledge and agree that the Seller enters into the Terms and Conditions with you in reliance on the representations and warranties in this clause.

Continued representation and warranties
1. You undertake and agree to notify us immediately if any of the representations and warranties set out in clause 6 becomes untrue, incomplete, invalid or misleading in any respect.
2. If you cannot make all of the representations and warranties set out in clause 6, you must not seek to purchase or hold Collectibles or make Payment. Any Collectibles distributed to you or held by you in violation of this clause are deemed void and will not be recognised by nor binding on the Seller.
3. The Seller reserves the rights to deny and invalidate Payments made by, and/or withhold the distribution, activation or release of Collectibles from, any Purchaser who has made a false, incomplete or misleading representation, in the opinion of the Seller.

Exclusion of representations and warranties by the Seller
1. Collectibles, the Collection Sale and the Project Purpose rely on experimental technology and, to the fullest extent permitted by law:
  1. no warranty is given in respect of Collectibles, the Collection Sale or the Project Purpose or any material provided to you (including any independent security audit or code review); and
  2. the Seller expressly disclaims all warranties and conditions of any kind, whether express or implied, including but not limited to:
    1. any implied warranties of merchantability, fitness for purpose or non-infringement;
    2. any warranties as to the timeliness, reliability, sequence, accuracy, adequacy, consistency or completeness of any information provided to you at any time or from time to time;
    3. any warranties that Collectibles, the Collection Sale or the Project Purpose will meet your requirements; and
    4. any warranties that the Collection Sale, Project Purpose, CollectibleS and Collectible distribution, activation, holding, use, transfer or exchange will be uninterrupted, timely, secure or free from error.
2. You understand and agree that:
  1. you enter into the Terms and Conditions at your sole risk and that Collectibles, the Collection Sale, the Project Purpose and any information provided to you are provided “as is” and “as available”; and
  2. information provided to you may be derived from third party products. No third party makes any warranty to you nor assumes any responsibility or undertakes to provide any support with respect to any information provided to you.
3. No representation made by any person or entity will vary the Terms and Conditions other than in accordance with clause 13 (Variation) of the General Terms and Conditions.

Limitation of the Seller’s liability
1. To the fullest extent permitted by law, the Seller expressly disclaims all liability for any Loss whatsoever, and howsoever caused, incurred or suffered by you or anyone else, and including any Loss arising from or in connection with:
  1. any negligence, breach of contract or breach of an implied term by the Seller or any of its Associates or any person holding themselves out as an Associate of the Seller;
  2. any inaccuracy, incompleteness or delay in the information provided to or by you;
  3. any transaction failure which may occur when you seek to make Payment (including any missing transaction or your transfer to an address that is not your Digital Wallet);
  4. late distribution, activation, or release of Collectibles for any reason;
  5. any loss, theft or destruction of Collectibles after distribution to you, regardless of the reason or suspected reason for such loss, theft or destruction;
  6. any malfunction, instability, breakdown, paralysis, rollback or Forking of any blockchain on which Collectibles or the Project Purpose (if and when developed) is connected to or based upon;
  7. any disclosure, loss, theft, destruction or inaccessibility of your private key, password, Digital Wallet or other data (including your or any other person’s failure to keep these secure, safe and confidential);
  8. any changes made to the Collection Sale or to the technical nature of Collectibles or any temporary or permanent cessation or unavailability in the delivery, distribution, activation or release of Collectibles;
  9. closing of the Collection Sale or termination of the Terms and Conditions at any time and for any reason;
  10. any act of any person other than the Seller, including any transfer of Collectibles or any breach whatsoever by any person other than the Seller of the Terms and Conditions or any consequences (including any loss or damage which the Seller or any third party may suffer) arising from or in connection with any such breach;
  11. any person’s participation in the Collection Sale or purchase, holding, use, offering, sale, transfer, delivery, re-sale, re-offering or exchange of Collectibles that is in violation of any regulatory requirements imposed in any jurisdiction, including Financial Crime Regulation;
  12. the regulatory treatment of you, Collectibles, the Collection Sale, the Seller and its Associates or the Project Purpose (if and when developed) by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction);
  13. any failure of Collectibles or the Project Purpose (if and when developed) to be used in any specific way or to meet any specific purpose or requirements;
  14. any use of or failure to use Proceeds in any way;
  15. the listing or delisting of Collectibles on or from any exchange, including:
    1. cryptographic token exchanges; and
    2. secondary Collectible markets.
  16. the Seller’s failure to obtain any kind of insurance;
  17. postponement, delay, failure, termination or abandonment of development of (including any milestone in the development of) Collectibles, Collection Sale or Project Purpose ;
  18. any flaw, error, bug, weakness, vulnerability or defect or otherwise of the source code of Collectibles, Collection Sale or Project Purpose ;
  19. any direct or indirect outcome resulting from any circumstances disclosed or implied in any Risk Disclosure statement; and
  20. any war, riots, acts of God, restraints imposed by any governmental or semi-governmental or regulatory authority, industrial or trade disputes, fires, explosions, storms, typhoons, floods, lightning, earthquakes and natural calamities.
2. If the Seller’s liability for a breach of a right or term implied by law in a relevant jurisdiction (whether by statute or otherwise) is capable of exclusion, it is excluded.
3. In relation to any matter relating to or arising in connection with Collectibles or the Project Purpose (as it stands and if and when further developed) is capable of limitation (but not exclusion), it is limited to the maximum extent that is permitted by applicable law.
4. The exclusions and limitations in this clause apply whether or not the Seller has been advised or should have been aware of the possibility of any such losses arising.
5. You are responsible for your own costs and other arrangements relating in any way to the performance of your obligations under the Terms and Conditions, including any Tax.
6. You acknowledge and agree that the Seller and its Associates are not responsible for the provision of goods, software or services of any other person or entity including any wallet or address providers.
7. You acknowledge that there is a significant risk of hacking, theft, fraud or other unauthorised access or transfer of, or loss of access to or use of, Collectibles, and a significant risk of mining attacks in relation to Collectibles, the Collection Sale and the Project Purpose . A range of other risks are set out in any Risk Disclosure statement. Without limiting any other provision in this clause, you expressly waive all claims whatsoever of any kind arising from such risks against the Seller and you agree that the Seller is under no obligation to obtain any kind of insurance whatsoever.

Indemnities from you to the Seller
1. You indemnify the Seller and its Associates against, and agree to reimburse and compensate the Seller for, any liability or Loss arising from (and any costs incurred in connection therewith):
  1. any breach of the Terms and Conditions, including clause 6(“Your representations and warranties”) of the General Terms and Conditions;
  2. the Seller exercising, enforcing or preserving its rights, powers or remedies (or considering doing so) with respect to you in connection with the Terms and Conditions;
  3. any amount the Seller may be required to withhold or deduct from Payment you make as Tax; and
  4. the Seller treating the owner (or apparent owner) of the wallet or address in which any Collectible is held as the absolute owner of that Collectible for all purposes where such liability or Loss arises from your negligence or fraud, except that amounts payable under this clause are not payable to the extent that they are due to the fraud, gross negligence or wilful default of the Seller.

It is not necessary for expense to be incurred before the indemnity in this clause operates.

Intellectual property rights
1. You acknowledge and agree that your sole right in relation to use of any intellectual property rights are as set out in Section D (“Licence grant”) of the General Terms and Conditions and other relevant provisions in the Specific Terms and Conditions.
2. You acknowledge and agree that you are not entitled to any intellectual property rights, including the rights in relation to the use, for any purpose, or any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright (whether past, current or future) in connection with the Website, the Collection Sale, the Collectible and/or the Project Purpose .

Assignment and novation
1. The Seller may assign, transfer, novate or otherwise deal in any manner, all or any part of the benefit of the Terms and Conditions and any of its rights, remedies, powers, duties and obligations under the Terms and Conditions to any person, without your consent and in any way the Seller considers appropriate.
2. For the avoidance of doubt, any assignment, transfer, novation or dealing referred to in clause12.1 above does not constitute a termination of the Terms and Conditions, and you continue to be bound by all obligations and provisions under the Terms and Conditions.
3. Without limiting clause 12.1 above, if the Seller and/or its Associates delivers a notice to you requesting advice as to whether you consent or object to any matter in connection with the Collectible, the Project Purpose or any related matters, then, except as otherwise expressly provided herein, if you do not deliver to the Seller and/or its Associates your consent or objection to such matter within the time period referenced in such notice, or if no such period is referenced therein, three days of the delivery of such notice by the Seller and/or its Associates to you, you will be deemed to have consented thereto upon the expiry of such period.
4. You agree that you may not claim against any assignee, transferee or any other person who has an interest in the Terms and Conditions, any right of set off or other rights that you have against the Seller.

Variation
1. The Seller may vary the Terms and Conditions by notice given under the Terms and Conditions in accordance with clause 25 (“Notices”) provided that such notice expressly states that it modifies, varies, amends or supplements the Terms and Conditions.
2. To the extent of any inconsistency between this document and the Website, announcements made on the Website will prevail (in reverse chronological order).
3. None of the Seller’s Associates or any other person are authorised to vary the Terms and Conditions except as provided by this clause. You must not rely on any unauthorised representations in respect of the Terms and Conditions, including your rights and obligations under them.

Termination
1. Notwithstanding any other provision of the Terms and Conditions, the Seller may at any time and for any reason immediately terminate the Terms and Conditions as between you and it without prior notice or need to specify reasons, including if:
  1. you have breached any provision of the Terms and Conditions or acted in a manner which clearly shows that you do not intend to or are unable to comply with any provision in the Terms and Conditions;
  2. the Seller reasonably considers it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction); or
  3. the Seller determines that performing its obligations under the Terms and Conditions is no longer commercially viable.
2. For the avoidance of doubt and without limiting clause 5.1(e), if the Terms and Conditions are terminated, any licence granted in Section D (“Licence grant”) and any other relevant provisions in the Specific Terms and Conditions (as applicable) are also immediately revoked and terminated.
3. The Seller will inform you of such termination by notice to you in accordance with clause 25(“Notices”).
4. If you close your Account, the Terms and Conditions terminate immediately.
5. Subject to the Terms and Conditions, nothing in this clause affects your rights to any Collectibles of which you are absolute owner.

Survival
1. The following clauses survive termination of the Terms and Conditions and remain binding and effective at all times:
  1. Section C clause 2 (“Nature of the Collectible”);
  2. Section C clause 4 (“Transferability”);
  3. Section D (“Licence grant”);
  4. Section E clause 6 (“Your representations and warranties”) to the extent to you continue to Eold any Collectibles;
  5. Section E clause 9 (“Limitation of the Seller’s liability”) to the extent to you continue to Eold any Collectibles;
  6. Section E clause 10 (“Indemnities from you to the Seller”);
  7. Section E clause 15 (“Survival”);
  8. Section E clause 16 (“Taxation”);
  9. Section E clause 17 (“Privacy and personal data policy”);
  10. Section E clause 18 (“Waiver of set-off”);
  11. Section E clause 19 (“Governing law”);
  12. Section E clause 20 (“Submission to arbitration”);
  13. Section E clause 21 (“No immunity from suit”);
  14. Section E clause 22 (“Waiver of class action rights and class-wide arbitration”);
  15. Section E clause 23 (“Purchasers have no rights inter se”);
  16. Section E clause 24 (“Third party rights”);
  17. Section E clause 25 (“Notices”);
  18. Section E clause 27 (“Execution”); and
  19. Section B of the Specific Terms and Conditions.

Taxation
1. You acknowledge and agree that:
  1. you are solely responsible and liable for:
    1. declaring, bearing the cost of and paying all such Taxes that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with any purchase, distribution, activation, release, holding, use, exchange, appreciation, transfer or disposal of any Collectibles (however acquired) or access to, use of or participation in the Project Purpose; and
    2. all such penal consequences, claims, fines, penalties, liabilities or otherwise arising from any underpayment, undue payment, belated payment or non-payment of any relevant Tax;
2. the Seller does not give any advice on Tax related matters and makes no representation as to the Tax implications, if any, of your entry into, or exercise of any your rights or performance of any of your obligations under, the Terms and Conditions.

You should seek independent advice from a qualified taxation professional.

Privacy and personal data policy
1. You agree to the use of your data in accordance with the Privacy Policy available at https://www.neopetsmetacollection.com/.

Waiver of set-off
1. You acknowledge and agree unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which you might otherwise have in respect of Collectibles or under the Terms and Conditions under the laws of any jurisdiction.

Governing law
1. The Terms and Conditions are governed by and must be construed in accordance with the laws of Hong Kong, unless otherwise specified or varied in the Specific Terms and Conditions.
2. To the extent the law permits, the Terms and Conditions prevail to the extent they are inconsistent with any laws or regulations. Any present or future law which operates to vary the obligations of the Seller in connection with the Terms and Conditions with the result that the Seller’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
3. In the absence of evidence to the contrary, the Terms and Conditions are deemed to have been executed by you in Hong Kong, unless otherwise specified or varied in the Specific Terms and Conditions.

Submission to arbitration
1. Unless otherwise specified or varied in the Specific Terms and Conditions, any dispute, controversy, difference or claim arising out of or relating to the Terms and Conditions, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Terms and Conditions will be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
2. Unless otherwise specified or varied in the Specific Terms and Conditions, you agree that:
  1. the law of this clause is Hong Kong law;
  2. the seat of arbitration will be Hong Kong;
  3. unless the parties agree otherwise, the number of arbitrators will be one and that arbitrator must have relevant legal and technological expertise;
  4. if the parties do not agree on the arbitrator to be appointed within 15 Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and
  5. the arbitration proceedings will be conducted in English.
3. Notwithstanding any other provision of the Terms and Conditions, you agree the Seller has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

No immunity from suit
1. To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:
  1. suit;
  2. jurisdiction of any court;
  3. relief by way of injunction or order for specific performance or recovery of property;
  4. attachment of assets (whether before or after judgment); and
  5. execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).

Waiver of class action rights and class-wide arbitration
1. To the fullest extent permitted by law, you waive any right to participate in class action litigation or class-wide arbitration of any claims against the Seller and its Associates in connection with the Terms and Conditions, Collectibles, the Collection Sale and the Project Purpose.

Purchasers have no rights inter se
1. You acknowledge and agree that no other Purchaser owes you any obligation under the Terms and Conditions including any rights of contribution.

Third party rights
1. Other than any entities within the Seller’s group, a person who is not a party to the Terms and Conditions has no rights and may not enforce nor enjoy the benefit of any provision of the Terms and Conditions in any jurisdiction.
2. Notwithstanding any provision of the Terms and Conditions, the consent of any person who is not a party to the Terms and Conditions is not required to rescind or vary the Terms and Conditions.

Notices
1. You agree that the Seller may give notices and communications, under or in connection with the Terms and Conditions by announcement on the Website, and that such notice is deemed to be effective and received by you at the time when it is published on the Website, or, if earlier, sent, by the Seller unless the Seller promptly receives an automated message indicating failed delivery of that notice.
2. All notices and communications from the Seller must be in English but may be accompanied by one or more translations authorised by the Seller.
3. Any translation of any notice and/or communication under or in connection with the Terms and Conditions made by the Seller, whether authorised by the Seller or prepared by a third-party, has no legal effect and is provided for convenience only.
4. Notices to the Seller may be directed to the email address specified in the Specific Terms and Conditions. All notices to the Seller must be in English. Notices provided to the Seller through the Website have no legal effect.

Interaction with third-party platforms
1. You acknowledge and agree that nothing in the Terms and Conditions detracts, subrogates or modifies in any way the rights and obligations owed between you and any other third-party platform that you may otherwise interact with as a result of participating in the Collection Sale. For the sake of clarity, this includes any rights and obligations that may be imposed by the Seller’s Associates.
2. You acknowledge and agree that it is your sole responsibility to review and ensure compliance with any other third-party platform that you may otherwise interact with as a result of participating in the Collection Sale.

Execution
1. The Terms and Conditions may be executed by electronic signature, and may be delivered electronically, using email, facsimile, portable document format (PDF) or such other means agreed by the Seller and the Purchaser. Without limitation to the generality of this clause, the Seller and the Purchaser agree that DocuSign may be used to execute and deliver the Terms and Conditions.
2. The Seller and Purchaser agree that the method of electronic signature and delivery described in this clause:
  1. is reliable and appropriate; and
  2. will be legally binding and enforceable against the Seller and the Purchaser; and
3. The Seller and Purchaser agree to the Purchaser being given any notices and other communications in connection with:
  1. its participation in the Collection Sale as a Purchaser; and
  2. any Collectibles,

in the form of an electronic record or by electronic means pursuant to the applicable laws of Hong Kong, unless otherwise specified or varied in the Specific Terms and Conditions.

General interpretation
1. Language
  The English language version of the Terms and Conditions is the only version with legal force and effect, and prevails to the extent of any inconsistency with any translation which may be available. You agree that any translation you may have reviewed or which may have been made available to you is for your convenience only and is not certified by the Seller or any of its Associates.
2. Rights of the Seller
  1. Unless the Terms and Conditions expressly state otherwise:
    1. the Seller may exercise a right, power or remedy or give or refuse its consent, approval or a waiver in connection with the Terms and Conditions in its sole discretion (including by imposing conditions); and
    2. if the Seller does not exercise a right, power or remedy in connection with the Terms and Conditions fully or at a given time, they may still exercise it later.
    The rights, powers and remedies of the Seller in connection with the Terms and Conditions are in addition to other rights, powers and remedies given by law independently of them.
3. Decisions by the Seller
  Any decisions of the Seller in respect of the Terms and Conditions are in its sole and absolute discretion unless otherwise stated and the Seller is under no obligation to provide any reasons for its decision.
4. Indemnities
  1. Any indemnity, reimbursement or similar obligation in the Terms and Conditions given in favour of the Seller:
    1. is a continuing obligation despite the satisfaction of any payment or other obligation in connection with the Terms and Conditions, any settlement or any other thing; and
    2. is independent of any other obligations under the Terms and Conditions and continues after termination of them.
  2. It is not necessary for the Seller to incur any expense or make payment before enforcing a right of indemnity in connection with the subject of the Terms and Conditions.
5. Waiver of liability for loss
  Without limiting any other disclaimer in the Terms and Conditions or elsewhere, the Seller is not liable for any loss, liability, costs or expenses arising in connection with the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right, power or remedy in connection with the Terms and Conditions.
6. No waiver
  No failure or delay on the part of the Seller to exercise any right, power or remedy under the Terms and Conditions will operate as a waiver, nor will any single or partial exercise by the Seller of any right, power or remedy.
7. Remedies cumulative
  The rights, powers and remedies provided in the Terms and Conditions are cumulative and are not exclusive of any rights, powers or remedies provided by law.
8. No relationship
  The Terms and Conditions do not create any kind of partnership, joint venture, advisor, fiduciary, agency or trustee relationship or any similar relationship between you and the Seller or any other person or entity.
9. Severability
  If any provision of the Terms and Conditions is held to be illegal, void, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion will be severed, and such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisions of the Terms and Conditions in that jurisdiction, nor the legality, enforceability or validity of the Terms and Conditions in any other jurisdiction. This clause 28.9 has no effect if the severance would alter the basic nature of the Terms and Conditions or be contrary to public policy.
10. Rules of construction
  No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, the Terms and Conditions or any part of it.
11. Titles and subtitles
  The titles and subtitles used in the Terms and Conditions are provided for convenience only and should not be considered in construing or interpreting the Terms and Conditions.
12. Certificates
  The Seller may give a person a certificate about any other matter in connection with these Terms and Conditions. That certificate will be sufficient evidence of the amount or matter unless it is proved to be incorrect.
13. General interpretation
  Unless the contrary intention appears, in the Terms and Conditions:
  1. any reference to “you” or “your” is a reference to you as a Purchaser;
  2. labels used for definitions are for convenience only and do not affect interpretation;
  3. the singular includes the plural and vice versa;
  4. a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether the document is in the form of an agreement, deed or otherwise);
  5. a reference to a document also includes any variation, replacement or novation of it;
  6. the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as”, “in particular” or similar expressions;
  7. a reference to “person” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation;
  8. a reference to “law” includes common law, principles of equity and legislation (including regulations) as amended or replaced;
  9. a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them;
  10. a reference to “regulation” includes legislation and instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances, directives and proclamations) as well as instruments or orders issued or endorsed by relevant government authorities and any licensing, registration or approval requirements under any of these;
  11. an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
  12. a reference to a group of persons is a reference to any two or more of them jointly and to each of them individually;
  13. a reference to any thing (including an amount) is a reference to the whole and each part of it; and
  14. a reference to “property” or “asset” includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it.

F. Definitions of the General Terms and Conditions

Account means the online account registered by you in connection with the Collectible, Collection Sale or Project Purpose , and subject to separate terms and conditions.

AML/CTF Requirements means all Financial Crime Regulation-related and other “know-your-customer” requirements and procedures as determined by the Seller.

Associates means the Seller’s associates, employees, agents, officers, representatives, directors, auditors, advisors, partners, legal advisors, consultants, related bodies corporate and sub-contractors. For the avoidance of doubt, it includes any Team and advisors of the Seller.

Collectible means a non-fungible-token issued by the Seller, which includes the specific Collectible covered in the Specific Terms and Conditions.

Collection Sale means the sale process for acquiring a Collectible and includes the purchase of any specific Collection Sale covered in the Specific Terms and Conditions and any medium (if any) used to redeem or otherwise acquire a Collectible.

Day means a 24-hour period between 00:00 and 24:00 UTC.

Digital Wallet means any blockchain addresses which you own on any applicable network.

Disqualified Person means any person who:

has been convicted or has any changes currently pending for any offence (other than motoring or other minor offences), including any offence involved fraud, dishonestly or breach of applicable securities, corporations, anti-trust, Financial Crime Regulation or Tax laws; or is currently subject to any material criminal, regulatory or administrative investigation by any government agency or proceeding in relation to any such matter which has either been publicly announced or in respect of which written notice has been given to the affected person.
without limiting paragraph (1), is a Proscribed Person; or
acts on behalf, or for the benefit of, any person described in paragraph (1) or (2).

Double Spending means the use, or attempted use, of the same virtual asset in more than one transaction, or other similar arrangement to attempt to misuse of virtual assets as attempted Payment.

Eligible Virtual Asset means any virtual assets accepted by the Seller and/or its Associates as a means to make Payment for participation in the Collection Sale.

Financial Crime Regulation means any applicable law or regulatory requirement pertaining to money laundering, terrorism financing, bribery, corruption, Tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, or evasion of Sanctions. A reference to a violation of Financial Crime Regulation includes any acts or attempts to circumvent or violate any applicable laws relating to Financial Crime Regulation.

Fork means the creation of new or additional source code for a blockchain.

Gas means the expense incurred in a blockchain’s native Virtual Asset as a transaction cost for transacting on that blockchain.

General Terms and Conditions means the terms and conditions contained in this document, including:

Section B(“What else do you need to read”);
Section C(“General terms and conditions of the Collectible”);
Section D(“Licence grant”);
Section E(“General”);
Section F(“Definitions of General Terms and Conditions”) (terms defined in the Terms and Conditions are shown as capitalised);

HKIAC means the Hong Kong International Arbitration Centre.

Hong Kong means the Hong Kong Special Administration Region of the People’s Republic of China.

Loss means all damage, loss, cost, claim, liability, obligation or expense (including legal costs and expenses of any kind), of any kind whatsoever under any theory of liability, including direct, indirect, consequential, incidental or special losses, economic losses or loss of profits, loss of data, loss of goodwill or business reputation, cost of procurement of substitute tokens, or other intangible loss.

Migration means moving the Collectibles from one applicable blockchain/network to another blockchain/network, in accordance with the Terms and Conditions.

Payment means irrevocable payment in lawfully acquired Eligible Virtual Assets from your Digital Wallet for participation in the Collection Sale.

Proceeds means the Payments received as part of the Collection Sale.

Project Purpose means any features of an Collectible or functions associated with an Collectible described by the Seller on its website, which may be published and updated by the Seller from time to time at its sole discretion.

Proscribed Person means any person who appears in another list of persons with whom dealings are proscribed by the United Nations or another government agency or relevant authority under applicable law, or its part of a group that appears in such a list.

Purchaser means you or any person who makes Payment or who purchases or holds Collectibles. For the avoidance of doubt, Purchaser includes subsequent holders of in accordance with Section C clause 4(“Transferability of the Collectible”) of the General Terms and Conditions and any relevant provisions set out in the specific Terms and Conditions.

Risk Disclosure means the risks as set out in the Specific Terms and Conditions or any announcement, statements or materials published by the Seller from time to time.

Sanctions means any economic sanctions, laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council or applicable law.

Seller means NeoPets, Inc., a company incorporated in the State of Delaware in the United States of America.

Specific Terms and Conditions means any terms and conditions in addition to the General Terms and Conditions that may be issued and updated by the Seller from time to time in relation to a specific Collection Sale.

Tax includes:

any tax, levy, impost, deduction, charge, rate, withholding or duty by whatever name called levied, imposed or assessed (including withholding tax, goods and services tax, value added tax, sales tax, consumption tax, stamp duty and transaction duties or any similar impost imposed or levied); and
any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above (including in connection with any failure to pay or any delay in payment).

Team means any employee of the Seller, including any volunteer or interns.

Terms and Conditions means the General Terms and Conditions and the Specific Terms and Conditions (if any).

USD means United States dollars.

UTC means Coordinated Universal Time.

Virtual Asset means any virtual asset that:

is a medium of exchange;
gives the holder access to a platform, protocol, network or blockchain; or
is otherwise determined by the Seller in writing as a virtual asset,

but does not include a virtual asset that is a regulated financial product, or which would otherwise be unlawful under the laws of any jurisdiction (including those jurisdictions as set out in Section E clause 6.1(b).

Website means the website located at https://www.neopetsmetacollection.com.

The Specific Terms and Conditions page is located here.