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Token Purchase Agreement
This Token Purchase and Assignment Agreement (the “Agreement”) is a legally binding agreement by and between Professional Player (the “Player”) and the initial and any subsequent purchaser of the Token (defined below) (“You” or “Purchaser”, indistinctly).
Player and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. All capitalized terms used but not defined herein shall have the respective meaning given to them in the Website Terms.
WHEREAS, Player is a [golf / tennis] professional player who intends to obtain financial support for the development of his professional career, by selling Tokens (as defined below) directly to fans; and WHEREAS, Purchaser is a fan of Player’s and wants to support the Player’s career by granting financing support.
NOW, THEREFORE, the Parties hereby agree to the following terms and conditions with respect to the purchase and sale of the Tokens:
1. Definitions.
For purposes of this Agreement:
“Future Cash Flows” means an amount of all of the Professional Player's future earnings from prize money from competitions and/or matches and/or exhibitions and/or any other event in which he participates as indicated in Annex A.
“Metadata” shall mean the data contained in the specific blockchain transaction unique to the Token, namely, such data in the smart contract that facilitates the Token Proceeds distribution utility as described in this Agreement.
“Primary Transaction” means a transaction facilitated through the Website in which a Token is first sold
“Secondary Transaction” means any transaction in which a Token is sold by one owner to another owner or is otherwise transferred in any manner that is not a Primary Transaction.
“Token” means a controllable electronic record minted on a blockchain as a nonfungible token (NFT) which, among other benefits as described herein below, provides the Purchaser with the opportunity to receive a contractual assignment of rights to a specified percentage of Player’s Future Cash Flows (as defined herein).
“Token Proceeds” means the Future Cash Flows associated to a specific Token (as set forth in the onchain Metadata).
2. Agreement to Terms.
By purchasing a Token, You acknowledge that has carefully read and agree to be legally bound by all of the terms and conditions of this Agreement.
This Agreement governs You participation in the transactions on the technology platform that enables the creation, sale, and distribution of nonfungible tokens (NFTs) that allow supporters of Players to receive a percentage of his Future Cash Flows, as well as subsequent transactions between Transferors and Transferees (as defined below).
Slice Token is not a party to any transaction between Player and Purchaser.
3. Additional Terms
The access and use of SliceToken Platform and slicetoken.io (the “Website”) are subject to the separate terms of the Website. Purchaser acknowledges that it has carefully read and has accepted to the (i) Terms of Service located on the Website, and (ii) the Website Privacy Policy.
4. Changes to the terms of this Agreement.
Future situations or changing circumstances that are outside Player’s control may result in (i) one or more provisions of this Agreement becoming impossible for Player to perform, or (ii) one or more unintended and undesirable outcomes for Purchaser under the terms of this Agreement, and in such an event Player may update this Agreement in its sole discretion, provided, however, that such update must be intended primarily for the benefit of Purchaser and also be reasonably likely to benefit Purchaser.
In the event of any such update by Player, Player will notify Purchaser by posting the amendment or updated Agreement in place of this Agreement, on the Website, and/or may also send other communications providing such notice. It’s important that Purchaser review the terms of this Agreement whenever updated by Player. Purchaser’s continued possession or utilization of Token after the posting of such updated Agreement constitutes an acceptance and agreement to such update.
If Purchaser does not agree to bound by such changes, Purchaser may transfer their Token.
5. Ownership of Token.
(a) When Purchaser acquires a Token, Purchaser owns all personal property rights to that Token (e.g., the right to freely sell, transfer, or otherwise dispose of that Token). Such rights, however, do not include the ownership of, or any other rights than the ones specifically detail herein.
(b) Purchaser’s rights to the Token Proceeds will not be effective unless and until, in the case of a Purchaser of Token in a Primary Transaction (a “Primary Purchaser”), such Primary Purchaser receives the Token in a cryptocurrency wallet compatible with the Token (the “Wallet”), in compliance with Website Terms.
(c) The Token Proceeds will be paid or claimable in the form of crypto currency. The timing and frequency of distribution of the Token Proceeds is subject to Player winning prizes and consequently collecting Future Cash Flows which should not be longer than 60 (sixty) days after Player collecting the Future Cash Flows.
Player’s obligations with respect to the Token Proceeds will be deemed to be satisfied if a transfer of the Token Proceeds has been initiated by Player or its representatives to the Wallet or such funds have otherwise been made available to claim. Purchaser hereby waives any audit rights against Player with respect to the accounting of the Shares.
(d) Player represents and warrants that (i) it has all requisite power and authority to grant the rights described in this Agreement; (ii) no third-party consents are required to grant any rights as described in this Agreement; and (iii) Player is not aware of any event that may affect his capacity to collect Future Cash Flows.
(e) You acknowledges that Player does not guarantee that there will be Future Cash Flows. The Future Cash Flows depends on Player winning matches, therefore, if it does not win any competition, the Future Cash Flows will be zero. Furthermore, You acknowledges that the Player capacity to win matches and practice sports – and therefore, collect Future Cash Flows, depends on his mental and physical health, therefore, any injury it may suffer it may affect its capacity to continue practicing sports and gaining prices.
(f) If the Token Holder fails to register a Wallet on the Website, Slice Token shall retain all Token Proceeds until a Wallet is registered. If 6 months elapsed since the Token Proceeds are accrued and no Wallet is registered, then the Token Holder will forfeit its rights regarding said proceeds.
6 . Rights to Token Proceeds.
Subject to the terms of this Agreement, starting on the date and time that the Token is held in Your Wallet (as recorded on the relevant blockchain), Player hereby grants to You a non-exclusive right, for so long as the Token remains in Your Wallet, to receive the percentage of Token Proceeds described in Annex B (as set forth in the onchain Metadata associated with each such Token). You acknowledge that no Token Proceeds will be transferred to You Wallet until the amount of such proceeds reaches the sum of US$50 (United States Fifty Dollars), calculated individually for each prize. In the event that the Token Proceeds related to one prize does not amount to US$50 (United States Fifty Dollars), then, such amount shall be retained by Slice Token will retain such amount and link it to that specific Token until such time as a new prize is won and the accumulated prizes reach US$50 (United States Fifty Dollars).
You will retain such rights to the Token Proceeds only for so long as (y) the Token remains in You Wallet; and (z) You have otherwise complied with this Agreement. The rights in the prior sentence are non-transferrable, except that it will automatically transfer in connection with the transfer of the Token.
For the avoidance of doubt, any of the Token Proceeds payable to You, if any, as a result of You purchase of the Token shall not accrue and/or account to You until after such purchase and transfer of ownership (as recorded on the relevant blockchain) has taken place.
Any Token Proceed payment left unclaimed after 6 months will revert to Slice Token. As a condition precedent to receiving the Token Proceeds, You may need to follow any Token Proceed claiming procedures that Player and/or Slice Token provides on the Website from time to time.
7. Reservation of Rights.
Each Purchaser acknowledges and agrees that (a) this Agreement does not convey any rights different to the expressly detailed herein, (b) such Purchaser has not received and will not request an advance, loan, or other payment from any third party that may be recoupable from amounts payable under this Agreement; (c) this Agreement does not convey to any Purchaser any right to use the name, image, or likeness of the Player; provided that Purchaser may use Player’s name as necessary to accurately describe the Token in the case of any potential Secondary Transaction, (d) this Agreement does not guarantee Purchaser any proceed. The amount of collected proceeds will depend on the collection from Player of prizes.
8. Payment and Fees.
(a) Purchase and Sale. In the case of the Primary Transaction, the Primary Purchaser hereby agrees to purchase the Token at the price set forth on the Website (the “Purchase Price”). Without limiting any of the foregoing, the valid execution of this Agreement, including the delivery of the Token, is conditioned upon the following terms being met: (i) Primary Purchaser’s payment and Player’s receipt of the Purchase Price, (ii) Primary Purchaser’s provision to Player, through the Website, a compatible network Wallet address to which the Primary Purchaser’s Token will be delivered; and (iii) Primary Purchaser’s successful completion (as determined by Slice Token in its sole direction) of any applicable diligence, including without limitation, any Know Your Customer, anti-money laundering, sanctions and other processes as requested by Player and/or Slice Token.
If the Primary Purchaser fails to meet any of the conditions above, Player and/or Slice Token may suspend the delivery of the purchased Token unless and until such Primary Purchaser completes such conditions (as determined by Slice Token in its sole discretion). If such Primary Purchaser does not meet the conditions within the ten (10) calendar days following the attempted or incomplete (as determined by Slice Token in its sole discretion) purchase of the Token, Player may terminate this Agreement with respect to such Primary Purchaser.
If any Purchaser fails to meet the conditions set forth above, Player and/or Slice Token may suspend the delivery of the Token Proceeds and/or the Token. Player and/or Slice Token may deduct from payments Gas Fees (as defined below), taxes, network fees, or other costs and expenses from Purchaser’s Token Proceeds and/or Purchase Price.
(b) Form of Payment. Player agrees to accept payment for the Purchase Price via the currency denoted on the Website; provided that Player may elect to accept other methods or forms of payment in its sole discretion. [The U.S. Dollar exchange rate for any other forms of payment shall be determined solely by the Player or its assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.]
(c) Gas Fees. By buying or selling a Token on the Website or any other platform, You agree to pay all applicable fees and, if applicable, You authorize Player to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Purchaser’s payments for the transaction or subsequent transactions. “Gas Fees” fund the network of computers that run a decentralized blockchain network, meaning that Purchaser will pay a Gas Fee for each transaction that occurs via a decentralized blockchain network, including the purchase of the Token.
Player has no insight into or control over these payments or transactions, nor does Player have the ability to reverse any transactions. Accordingly, Player will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the Tokens that you engage in.
(d) Transfers: All subsequent transactions of the Tokens, this means Secondary Transactions, are subject to the following terms: (i) the Token transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Token or Token Proceeds, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to clause 5(c)); (ii) the Token transferee shall be registered in the Website and must provide a Wallet for the Token Proceeds to be transferred, (iii) the Token transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee; and (iv) shall pay through the Platform an amount equal to 5% of the price received for the transfer of the Token as set forth in the on-chain metadata associated with each Token, or as otherwise provided with the purchase of the Token (the “Player Payment”). The Player Payment shall be made on the same terms and at the same time as Transferor is paid by the Transferee.
You acknowledge and agree that the amounts payable to Player under this Section does not include, and is not intended to cover any additional fees, including Gas Fees imposed or required by the transferring third party platform through which You transfer the Token.
Purchaser further acknowledges and agrees that all subsequent transactions of the Token will be effected on the blockchain network governing Token, and Purchaser will be required to make or receive payments exclusively through its Wallet.
[Without limitation of any other termination rights, Player may suspend or terminate the assignment of the Token Proceeds if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Token, or otherwise engaged in any off-chain transactions for the purchase or sale of the Token without making the applicable Player Payment].
You, and all subsequent Transferees, shall be responsible for paying the Player Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled onchain, off-chain, or in a combination of the foregoing.
(e) Purchaser is solely responsible for all applicable federal, state, provincial, and local taxes arising from any fees or compensation Purchaser receives from any Secondary Transaction or from the Token Proceeds.
(f) Anti-Bribery Laws. You has not offered, paid, given or loaned or promised to pay, give or loan, directly or indirectly, money or any other thing of value to or for the benefit of any individual or entity (including without limitation a political party or official or any private commercial person or entity), for the purposes of corruptly (i) influencing any act or decision of such individual or entity, (ii) inducing a government official to do or omit to do any act in violation of his lawful duty, (iii) securing any improper advantage, or (iv) inducing such individual or entity to use their influence or direct business. You is not subject of any actual or threatened investigation, allegation, inquiry, charge, enforcement proceeding, conviction or settlement agreement by any Governmental Body regarding any action described above.
(g) Anti-Money Laundering and Anti-Terrorism Financing. You (a) has violated any applicable Laws related to money laundering or illegal money transfer, including without limitation those which seek to prohibit or limit business activities which pose the potential for supporting or advancing terrorist related activities, or the USA PATRIOT Act, as amended, the U.S. Bank Secrecy Act, as amended, and any laws, orders or regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); (b) has been or is being investigated, charged or convicted under anti-money laundering or sanctions laws or any other laws or rules in connection with any money laundering, illegal money transfers or any other corrupt practices; or (c) received, sent, transferred, or maintained custody over any funds or assets known or suspected to be related, directly or indirectly, to illicit activity (including funds or assets derived from, proceeds of, or intended to promote illicit activity); (d) conducted or facilitated any financial transaction or business practice intended to or with the effect of (i) conceal the origin, source, location, or control of funds or assets; or (ii) promoting or furthering illicit activity; or conducting any financial transaction in violation of any applicable anti-money laundering or sanctions Laws.
9. Slice Token’s Rights and Obligations to the Token Proceeds and Tokens.
The Parties acknowledge and agree that Slice Token is not responsible for repairing, supporting, replacing, or maintaining the Website hosting, nor does Slice Token have the obligation to maintain any connection or link between a Token and the corresponding Token Proceeds.
Notwithstanding the foregoing, the Purchaser acknowledges that every contact with the Player or in relation to the rights and obligations granted in relation to the Token will be made exclusively through the Website or through any means indicated in the Website
10. Warranty Disclaimers and Assumption of Risk.
Purchaser represents and warrants that it (a) is the age of majority in Purchaser’s place of residence and has the legal capacity to enter into this Agreement, (b) that Purchaser will use and interact with the Tokens and Token Proceeds only for lawful purposes and in accordance with this Agreement, and (c) that Purchaser will not use the Tokens or Token Proceeds to violate any law, regulation or ordinance or any right of Player, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
Purchaser further agrees that it will comply with all applicable law. Each Purchaser warrants and represents that neither Slice Token nor Player (w) has made any promise or representation relating to the subject matter of this Agreement other than as expressly stated in this Agreement including, by way of example only with without limitation, any promises or representations about the collection of Future Cash Flows, (x) guarantees that he will win prizes and therefore Token Proceeds will be distributed, or (y) guarantees that a market does or will exist for any Secondary Transactions.
Each Purchaser expressly acknowledges that the Token Proceeds may consist of little or no Token Proceeds, that there may not be a market for any Secondary Transactions, and to the extent there is a market for any Secondary Transaction, the Token may or may not have any material value in that market. Furthermore, the Purchaser has entered into this agreement on its own volition and for purposes that are wholly unrelated to any anticipation of any financial gain, namely, any investment purposes or value appreciation related to the Token, nor is Purchaser under the impression that, by engaging in the transaction contemplated herein, the Token Proceeds will increase whatsoever.
Purchaser further represents that the value of the Token is based on the Player and his promising career, and that this Agreement’s primarily purpose is to allow Purchaser to support Player’s career by financing said career in the form of the Tokens.
THE TOKENS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PLAYER EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (OTHER THAN THE SPECIFIC UTILITY AS DESCRIBED HEREIN), QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PLAYER MAKES NO WARRANTY THAT THE TOKENS WILL MEET PURCHASER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PLAYER MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE TOKENS. SLICE TOKEN AND PLAYER WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE TOKEN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO TOKEN; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE TOKENS. THE TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH SLICE TOKEN AND PLAYER DO NOT CONTROL. SLICE TOKEN AND PLAYER DO NOT GUARANTEE THAT PLAYER OR ANY PLAYER PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOKEN. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE WEBSITE.
NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, PLAYER MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE WEBSITE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.
SLICE TOKEN AND PLAYER ARE NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE TOKENS. SLICE TOKEN AND PLAYER ARE NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE TOKENS, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. Links to Third Party Websites or Resources.
Use and interaction of the Tokens may allow Purchaser to access third-party websites. Player provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view content on a third-party website serve as grounds for a claim against Slice Token or Player.
12. Termination.
If at any time: (a) Purchaser breaches any portion of this Agreement or (b) Purchaser engages in any unlawful activity related to the Token, this Agreement will be terminated, and the Token will be automatically transfer to the Player, losing the Purchaser any right to the Token or the Token Proceeds.
13. Indemnity.
Purchaser shall defend, indemnify, and hold the Player and Slice Token harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Tokens whether or not such person personally purchased the Tokens) against the Player, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (i) You access to or use of the Website or (ii) You breach of this Agreement.
14. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PLAYER NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE TOKENS, INCLUDING SLICE TOKEN, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE TOKENS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE TOKENS OR TOKENS PROCEEDS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PLAYER OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL PLAYER’S OR SLICE TOKEN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE TOKENS OR THE TOKEN PROCEEDS EXCEED THE PURCHASE PRICE. (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLAYER AND PURCHASER.
15. Governing Law and Forum Choice.
This Agreement shall be governed by the Laws of the British Virgin Islands.
16. Dispute Resolution.
Any unresolved controversy or claim arising out of or relating to this Offer shall be submitted to binding arbitration by one arbitrator mutually agreed upon by the parties, from a list of potential arbitrators proposed by the International Chamber of Commerce (the “ICC”). If no agreement can be reached within thirty (30) days of, then the ICC shall appoint one arbitrator having reasonable experience in transactions of the type provided for in this Offer. The arbitration shall take place in Buenos Aires, Argentina, in accordance with the ICC rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. The language of the arbitration shall be Spanish. All costs and expenses of the arbitration procedure, including the arbitrators’ fees and attorneys’ fees, will be paid by the non-prevailing party. In case the arbitration award benefits both parties, such costs and expenses will be paid in the proportion determined in said award.
17. Severability.
If any part of this Agreement is invalid or unenforceable, the other parts of the terms of this Agreement will still apply.
18. General Terms.
This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors, heirs, and assigns, in particular any Transferee. Any Transferee shall be bound by this Agreement and be deemed the “Purchaser” hereunder. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing.
Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision.
Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner.
Except as set forth in Section 5(d) of this Agreement with regards to Slice Token, nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation.
Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by Player under this Agreement may be given by posting a public notice on the Website or by contacting the Purchaser at the contact information provided on the Website.
Purchaser may give notice to Player by contacting the Player at the contact information provided on the Website. Notice is effective upon five (5) days following receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.
ANNEX A
Future Cash Flow
Tenis
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Professional Player who hasn’t been part of the ATP/WTA top 100 while on this contract: the future cash flow will be 30% of all of the Professional Player's future earnings from prize money from competitions and/or matches and/or exhibitions and/or any other event in which he participates.
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Professional Player who is or has been part of the ATP/WTA top 100: the future cash flow of all of the Professional Player's future earnings from prize money from competitions and/or matches and/or exhibitions and/or any other event in which he participates will be:
A. 30%, for two years as from the date the Professional Player reaches ATP/WTA top 100 (the “Target”);
B. 25% from the 2nd year anniversary as from the date the Professional Player reached the Target and the 5th year anniversary of such date;
C. 20% from the 5th year anniversary as from the date the Professional reached the Target to the 8th year anniversary from such date,
D. 15% from the 8th year anniversary as from the date the Professional reached the Target to the 11th year anniversary from such date.
E. 10% as from the 11th year anniversary as from the date the Professional reached the Target.
Golf
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Professional Player not holding a PGA Tour Card (full status): the future cash flow will be 30% of all of the Professional Player's future earnings from prize money from competitions and/or matches and/or exhibitions and/or any other event in which he participates.
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Professional Player holding or having held a PGA Tour Card (full status) while on this contract: the future cash flow of all of the Professional Player's future earnings from prize money from competitions and/or matches and/or exhibitions and/or any other event in which he participates will be:
A. 30%, for two full years as from the Professional Player obtained the PGA Tour Card (full status) (the “Target”);
B. 25% from the 2nd year anniversary as from the date the Professional Player reached the Target and the 5th year anniversary of such date;
C. 20% from the 5th year anniversary as from the date the Professional reached the Target to the 8th year anniversary from such date,
D. 15% from the 8th year anniversary as from the date the Professional reached the Target to the 11th year anniversary from such date.
E. 10% as from the 11th year anniversary as from the date the Professional reached the Target.