Certify Digital Collectible Terms of Sale


When you purchase non-fungible tokens (Digital Collectibles) from Certify (Certify, us) or from a Purchasing Store you must agree to the terms and conditions set out in this document (Digital Collectible Terms), which apply to you and any subsequent person to whom you sell the Digital Collectible(s) you purchased from us in the first instance. The terms and conditions set herein are in addition to the terms and conditions, privacy policies and intellectual property policies set by Certify and the Purchasing Store.

Certify are proof of ownership Digital Collectibles. Digital Collectibles have been compared to paid invoices, receipts, and original signatures on paintings. A Digital Collectible is a unique digital recorded that is stored on a digital ledger called a “blockchain”.


Operative clauses

  1. Applicability of Digital Collectible Terms
      1. All Digital Collectibles purchased or procured by you are subject to these Digital Collectible Terms, unless otherwise agreed in writing and by purchasing or pre-purchasing any Digital Collectible you are agreeing to be bound by these Digital Collectible Terms.
      2. The purchase and use of any Digital Collectibles is subject to these Digital Collectible Terms together with any other terms and conditions which may apply from the Purchasing Store that you are purchasing the Digital Collectible from.
      3. Termination of these Digital Collectible Terms will not affect any obligations which have arisen prior to termination.

  2. Purchasing Digital Collectibles
    1. Pre-sales of Digital Collectibles
      1. We or a Purchasing Store may conduct pre-sales of Digital Collectibles from time to time, either as a stand-alone or with bundles of a specific products and/or services.
      2. Orders placed for pre-purchase of Digital Collectibles are non-refundable, cannot be cancelled for change of mind, and require payment of the Purchase Price at the time of the pre-purchase.
      3. We may require that you register an account with us to pre-purchase a Digital Collectible.
      4. We may ask that you nominate your Digital Wallet at the time of the order, or nominate a Digital Wallet at a later time, for delivery of any pre-purchased Digital Collectible.
      5. We will undertake reasonable endeavours to delivery any pre-purchased Digital Collectibles to your nominated Digital Wallet by any date we provide for delivery. You acknowledge, however, that the delivery date may change for other reasons including for reasons outside or within our control, including at our sole discretion.
    2. Sales of Digital Collectibles
      1. We or a Purchasing Store may list Digital Collectibles for sale, either as a stand-alone or with bundles of a specific products and/or services.
      2. Orders placed for Digital Collectibles are non-refundable, cannot be cancelled for change of mind, require payment in full of the Purchase Price at the time of purchase and may require that you connect or provide a Digital Wallet for delivery of the Digital Collectible at the time of sale.
    3. Digital Collectibles included in a Sale of other product or service
      1. Digital Collectibles may be included in a sale of physical or digital items, either as a stand-alone or with bundles of a specific products and/or services.
      2. Orders placed for Digital Collectibles are non-refundable, cannot be cancelled for change of mind, require payment in full of the Purchase Price at the time of purchase and may require that you connect or provide a Digital Wallet for delivery of the Digital Collectible at the time of sale.
    4. Pre-conditions to sale
      1. You must make payment in full in any nominated Digital or Fiat Currency or via any other nominated payment method as a pre-condition to any purchase of a Digital Collectible.
      2. In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any Digital Collectibles the subject of a sale where the Purchase Price has no longer been retained in full by us.
    5. Title and Risk
      1. Risk and title in any Digital Collectible purchased transfers to you upon delivery of the Digital Collectible.

  3. Intellectual Property
    1. No transfer of Intellectual Property

      2. Except as expressly stated in these Digital Collectible Terms, nothing in these Digital Collectible Terms are intended to give you ownership of any Intellectual Property Rights in, or other rights in respect of, any trademarks, business names, logos, trading styles, image frame, QR codes, get-up, processes, methodologies or other intellectual property belonging to us or the respective third-party owner. All ownership of Intellectual Property Rights in the Digital Collectibles remains with the creator.

    1. Ownership

      2. Subject to the licenses expressly granted below, we (or where applicable, our licensors and third-parties) own all rights, title and interest in and to the Creative Materials and all proprietary source code, object code and other technology associated with the Digital Collectibles, and any and all other content and materials available through the Digital Collectibles, any associated application, and all intellectual property rights therein (collectively, “Issuer Intellectual Property”). Issuer Intellectual Property may be used only in connection with the Digital Collectibles, for personal, non-commercial purposes, as expressly permitted in these Digital Collectible Terms.

    1. Grant of Licence
      1. Subject to your continued compliance with these Digital Collectible Terms, we grant you a non-exclusive, transferable, worldwide, royalty free and limited licence to use, copy and display the design and art associated with the Digital Collectibles you have purchased.
      2. You agree that you may not, nor permit any third party to, without our written consent, modify the art or design associated with a Digital Collectible you have purchased; or use such Digital Collectible to promote, advertise, market or sell any third party product or service; or use the Digital Collectible in connection with images, videos or other media which depict hatred, intolerance, violence or cruelty; or attempt to trademark or copyright other acquire additional intellectual property rights to the design or art associated with the Digital Collectible; or use the Digital Collectible for any commercial benefit.
      3. Your licence terminates immediately if you:
        1. Use the Digital Collectible in any way which would be reasonably considered to bring the Intellectual Property Rights owner into disrepute, or which would be reasonably seen to disparage the Intellectual Property Rights owner; and
        2. Use the Digital Collectible for any unlawful or illegal purpose; and
        3. You sell the Digital Collectible, and do not ensure that the buyer is notified of and agrees to be bound by these Digital Collectible Terms.

  1. Termination
    1. Termination with cause

    These Digital Collectible Terms may be terminated with immediate effect:

        1. If one of the warranties in clause 6 is breached; or
        2. by either party if the other party commits any material breach of its obligations under these Terms and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.

    Termination of these Terms does not affect the rights of the parties which have accrued prior to termination.


  1. Acknowledgements

    2. You acknowledge and agree that:

        1. we provide Digital Collectibles solely on a proprietary basis for use with proof of ownership and if we transact with you we do so solely on a bilateral basis;
        2. Digital Collectibles are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
        3. Digital Collectibles experience may have extreme price volatility, including being worthless in the future;
        4. we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
        5. you are solely responsible for any decision to enter into a transaction subject to these Digital Collectible Terms, including the evaluation of any and all risks related to any such transaction;
        6. a significant degree of IT sophistication is required to safely deal in and store Digital Collectibles of any kind using a Digital Wallet;
        7. we are not a custodian for the purposes of the Corporations Act, and transfers of any Digital Collectibles are for transaction purposes only;
        8. all transactions entered into and conducted under these Terms are deemed to have occurred within the jurisdiction of Queensland, Australia;
        9. we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
        10. you purchase Digital Collectibles entirely at your own risk and understanding we have not made any representations or warranties as to the IT security or ongoing availability of such Digital Collectibles or that your access to use your Digital Collectibles in certifydc.com or in any other way will be uninterrupted, timely or secure at all times;
        11. you understand and acknowledge that your ownership of Digital Collectibles remains contingent upon you remaining in control of the seed phrases and private key associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of Digital Collectibles or the interaction of your Digital Wallet with us;
        12. we do not and cannot guarantee there will be any use for, or any particular price available for any Digital Collectible you purchase from us; and
        13. we do not represent or guarantee any outcomes, or any financial return from your acquisition of any Digital Collectible from us.

  1. Warranties
    1. Our Warranties

    We represent and warrant that:-

        1. We will give you notice before we discontinue or alter the rights or features of any Digital Collectibles which you have purchased, subject to any other terms and conditions applying to Certify; and
        2. We will undertake reasonable efforts to delivery any pre-purchased Digital Collectibles within the planned time indicated for delivery.
    1. Purchaser warranties

    You warrant and assure us that in acquiring a Digital Collectible (from us or a third party):

        1. You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of Digital Collectibles from us, including sufficient experience in dealing with and storing Digital Collectibles using a Digital Wallet;
        2. You have all necessary experience, resources, certificates, licences, permits and approvals to procure or purchase of Digital Collectibles applicable in Your Jurisdiction, and that any transactions under these Digital Collectible Terms will be legal under the applicable laws of your Your Jurisdiction;
        3. all information you supply to us is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
        4. as far as you are aware, there are no facts, circumstances or other information which both:
          1. you have not fully and fairly disclosed to us in a manner and to an extent that it would impact out ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you a Digital Collectible; and
          2. is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of Digital Collectibles;
        5. you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning Digital Collectibles;
        6. if we request, you will identify and substantiate the source of funds involved in transactions to acquire Digital Collectibles;
        7. no Digital or Fiat Currency transferred to us as part of a Purchase Price has been derived from any illegal or unlawful activity;
        8. you are the lawful owner of any Digital Wallet nominated for delivery of Digital Collectibles and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in you nominated Digital Wallet; and
        9. you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms.
      1. Continuous warranties

        2. You represent and warrant to us that each of the Purchaser Warranties is true and accurate, and not misleading or deceptive as at the date of these Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time a Digital Collectibles are provided to you.

      1. Notification

        2. You must disclose to us anything that has or will constitute a material breach of a Purchaser’s Warranty or cause a Purchaser’s Warranty to be untrue or inaccurate, as soon as practicable after you become aware of it.

      1. Mutual warranties

          2. Each party warrants and assures the other party that:

              1. if it is a company, it is duly incorporated and validly exists under the law of its place of incorporation;
              2. (b) it is not subject to an Insolvency Event; and
              3. these terms constitute a legal, valid and binding terms enforceable in accordance with its terms by appropriate legal remedy.
      2. Consumer Guarantees
        1. Certain legislation, including the Australian Consumer Law (ACL) contained in the Competition and Consumer Act 2010(Cth and similar consumer protection laws and regulations, may provide you with rights, warranties, guarantees and remedies relating to your purchase of Digital Collectibles which cannot be excluded, restricted or modified in these Digital Collectible Terms (Statutory Rights).
        2. Nothing in these Digital Collectible Terms does, or is intended to, exclude any Statutory Rights which you are entitled.
        3. Where the Purchase Price has been paid in a Digital Currency and you are entitled to a refund in relation to a Statutory Right or for any reason, you agree the refund is to be made in the same form of Digital Currency used in the initial transaction, or at our option in Australian dollars equivalent to the value of the Digital Currency used in the initial transaction on the date the Purchase Price was paid.
      3. Knowledge and awareness

        4. Where a warranty is given ‘to the best of a party’s knowledge, belief and awareness’, or ‘as far as the party is aware’ or with a similar qualification as to the relevant party’s awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party’s directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquires as at the date of these Terms.


  2. Indemnity
      1. You hereby indemnify us and our Personnel and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, a breach of a Purchaser Warranty without limitation.
      2. In addition, you must indemnify us and our Personnel and keep us and our Personnel indemnified at all times to the fullest extent permitted by law in respect of any Claim which we or our Personnel may suffer, sustain or incur arising from, or connected with, any breach of these Digital Collectible Terms, other than a breach of a Purchaser Warranty, or any breach of all applicable laws, reduced to the extent of the Loss in respect of the Claim was caused by the negligent act or omission of us or our Personnel.

  3. Limitations of liability
    1. Limitation of liability

      2. In the absence of a material breach of these Digital Collectible Terms by us or the gross negligence, fraud or wilful misconduct by us when providing Digital Collectibles to you under these Digital Collectible Terms, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing Digital Collectibles to you pursuant to these Digital Collectible Terms, including in respect of a Force Majeure Event.

    1. Third party services

      2. Subject to clause 7.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognised third parties or decentralised networks such as, by way of example and not limitation, blockchain networks (whether private or public) courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” services), banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any Digital Collectible depends or forks of those blockchain(s).

    1. Compliance with laws – No monitoring responsibilities
      1. We will have no liability or responsibility for your compliance with laws or regulations governing the transfer and use of Digital Collectibles. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
      2. You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing Digital Collectibles to you, an advisor or fiduciary to you.
    2. No Consequential Loss

      3. Neither party to these Digital Collectible Terms will be liable to the other for any Claim, howsoever arising, for loss of profits, loss of opportunity, loss of expectation, loss of chance, or in the nature of an indirect or consequential loss.

    1. Liability Cap

      2. You agree that our liability to you arising in respect of any matters in connection with these Digital Collectible Terms are limited to the greater of:

      1. (a) The total amount paid to us for any Digital Collectible, in respect of a claim concerning a Digital Collectible; or
      2. (b) AUD$100.

  1. Confidentiality
    1. Confidential Information
      1. Each Party acknowledges that it may receive access to Confidential Information (Receiving Party) of the other party (Disclosing Party) pursuant to these Terms.
      2. The Receiving Party will not, and must ensure that each member of the Receiving Party’s Personnel do not, use the Confidential Information for any purpose other than strictly for the purposes of complying with the Receiving Party’s obligations, or exercising the Receiving Party’s rights, under these Terms.
      3. The Receiving Party will ensure that the Receiving Party, and each member of the Receiving Party’s Personnel, will not disclose or permit the disclosure of the Confidential Information to any person other than to the extent the Receiving Party can prove:
        1. the disclosure is to a member of the Receiving Party’s Personnel who requires the Confidential Information for the purpose of performing the Receiving Party’s obligations under these Terms, is aware of the Receiving Party’s obligations under this clause 8 and has agreed to comply with the Receiving Party’s obligations under this clause 8 as if the person was a party to these Terms;
        2. the disclosure is in accordance with the Disclosing Party’s specific and prior written consent; or
        3. the disclosure is required by law.
    2. Remedy

    Without prejudice to any other rights or remedies that a Disclosing Party may have, the Receiving Party acknowledges that damages alone would not be an adequate remedy for any breach or threatened breach by the Receiving Party of this clause 8 and accordingly, the Disclosing Party shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this clause.


  1. Sales Tax
    1. The Purchase Price for any transaction will be considered to be inclusive of any applicable Sales Tax.
    2. If any additional Sales Tax is appliable by virtue of any law under Your Jurisdiction, you agree to pay such amount as is payable on behalf of us, and inform us of that payment forthwith.
    3. Any reference to a cost or expense incurred by a party in these Terms excludes any amount of Sales Tax forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit.

  2. Notices
    1. Unless a provision of these Digital Collectible Terms expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these Digital Collectible Terms must be in writing and in English and sent to, in the case of us, our nominated email.
    2. Any notice will be deemed to be received within 24 hours of sending the electronic message or publication online.
    3. A party must immediately notify the other party in writing of any changes to its contact details.

  1. Disputes
    1. Proceedings suspended

    A party must not begin legal proceedings in connection with a dispute arising out of or in connection with these Terms unless the steps in this clause 14 have been followed. However, this limitation does not apply:

        1. to a party who wants to apply for equitable relief or urgent interlocutory relief; or
        2. to a party who attempts in good faith to comply with clauses14.2, 14.3 and 14.4 but cannot do so because the other party does not comply with those clauses.
    1. Notice of dispute

      2. If a dispute arises out of or in connection with these Terms (including the validity, breach or termination of it), a party may notify the other party to the dispute. The notice must specify the dispute and indicate that the notifying party wants the dispute to be referred to mediation.

    1. Commencement of mediation
      1. If the dispute is not resolved within 10 Business Days after a notice under clause14.2 has been served (Notice Period), the dispute is by this clause 14.3 submitted to mediation.
      2. The mediation must be conducted in Queensland in accordance with the mediation guidelines / rules of the Resolution Institute, save any process in this clause which is inconsistent with those guidelines or rules.
      3. If the parties have not agreed on the mediator and the mediator’s remuneration within 5 Business Days after the end of the Notice Period:
        1. the mediator is the person appointed by; and
        2. the remuneration of the mediator is the amount or rate determined by,

      the President of the Law Society of Queensland or the President’s nominee, acting on the request of any party.

    1. If dispute not resolved

      2. If the dispute is not resolved within 1 month after the appointment of the mediator, any party may take legal proceedings to resolve the dispute.

    1. Confidentiality

      2. Each party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause14, unless that party is compelled by an regulatory or government authority, court or tribunal to disclose that information.


  1. General
    1. Governing law and jurisdiction

      These Terms are governed by the laws of Queensland and Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland and the Queensland division of the Federal Court of Queensland and the courts of appeal from them.

    1. Amendment

      We reserve the right to amend these Digital Collectible Terms from time to time. Amendments will be effective as soon as such changes are notified to you in writing from time to time. Where there is inconsistency between these Digital Collectible Terms and other content displayed as part of the Certify Platform concerning the sale of Digital Collectibles, the content of these Digital Collectible Terms will prevail to the extent of any inconsistency

    2. Force Majeure

      We will not be liable for any delay or failure to perform our obligations under these Digital Collectible Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these Digital Collectible Terms) (Force Majeure Event).

    1. Waiver

      A provision of these Digital Collectible Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.

    1. Exercise of a right

      A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.

    1. Remedies cumulative

      2. The rights and remedies provided in these Digital Collectible Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these Digital Collectible Terms.

    1. No merger

      The rights and obligations of the parties (including under the warranties) will not merge on completion of any transaction under these Digital Collectible Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.

    1. Assignment
      1. These Digital Collectible Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Terms.
      2. To the extent that any party purchasing a Digital Collectible from you is taking an assignment of these Digital Collectible Terms, you must provide that party with a link or copy of these Digital Collectible Terms.
      3. We may assign our rights under these Digital Collectible Terms without your consent, including ay any time.
    2. Severance

      If any provision of these Digital Collectible Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Digital Collectible Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

    1. Entire agreement
      1. These Digital Collectible Terms constitute the entire agreement of the parties in respect of the subject matter of these Digital Collectible Terms and supersedes all prior discussions, representations, undertakings and agreements.
      2. None of our agents or representatives are authorised to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
    2. Further assurances

      3. Each party must, at its own expense, do everything reasonably necessary to give effect to these Digital Collectibles Terms and the transactions contemplated by it, including but not limited to the execution of documents.

    3. Relationship

      4. Nothing in these Digital Collectible Terms constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these Digital Collectible Terms.

    4. Knowledge

      5. In these Digital Collectible Terms, a reference to the awareness or knowledge by you is a reference to the actual knowledge, information and belief you have as at the date of any transaction taking place pursuant to these Digital Collectible Terms.

    5. Costs

      6. Each party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these Digital Collectible Terms and the transactions contemplated by these Digital Collectible Terms including without limitation its own legal, accounting and corporate advisory fees.


  1. Definitions

    2. In these Digital Collectible Terms:

    Business Day means any day except a Saturday or a Sunday or other public holiday in Queensland;

    Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;

    Confidential Information means:

        1. information, in any form, relating to a party’s business including but not limited to any products, fees, markets, operations, processes, techniques, technology, forecasts or strategies; and
        2. negotiations in relation to, and the terms of, these Terms,

        but not:

        1. information in the public domain other than because of a breach of these Terms; or
        2. information already known to a party prior to the disclosure by the other party;

    Corporations Act means the Corporations Act 2001 (Cth);

    DIGITAL Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;

    DIGITAL Wallet means the applicable location, wallet, address, account or storage device designated by you for the delivery of the Digital Collectibles provided by us;

    Purchase Price means the amount advertised for the purchase (or pre-purchase) of any Digital Collectible or bundle containing a Digital Collectible, which may be denominated in a DIGITAL or Fiat Currency;

     

    Purchasing Store means the online or physical shopfront that you initiated the Digital Collectible purchase from.

    Sales Tax means any form of value added tax including GST as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or other similar sales tax;

    Insolvency Event means the happening of any of the following events in relation to a body corporate:

        1. the body corporate becomes an externally-administered body corporate
        2. a person is appointed a controller (as defined in section 9 of the Corporations Act), administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy or an analogous appointment is made in respect of the body corporate;
        3. in Australia, the body corporate is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act;
        4. the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
        5. a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000; or
        6. the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable;

    Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:

        1. patents, inventions designs, copyright, trade marks, brand names, product names, domain names or rights in designs, art, images, drawings, know how, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration
        2. any application or right to apply for registration of any of these rights
        3. any registration of any of those rights or any registration of any application referred to in paragraph (b); and
        4. all renewals and extensions of these rights;

    Loss includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);

    Own means, with respect to a Digital Collectible, any Digital Collectible we have issued where proof of ownership is recorded on a blockchain system and you control the private key associated with a DIGITAL Wallet to which the Digital Collectible is associated or located;

    Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

    Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us; and

    Your Warranties means the warranties set out in clause 5.1.

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