USER AGREEMENT GOVERNING THE TERMS OF SUKRIT SRISAKULCHAWLA NON-FUNGIBLE TOKEN PHOTOGRAPHY AND ARTWORKS

This User Agreement (the "Agreement") is entered into between Sukrit Srisakulchawla (the "Artist") and the Purchaser of any and all non-fungible token(s) ("NFT"), each a “party” and together the “parties”, as indicated by the transaction on the blockchain minted and sold by the Artist. The parties hereby agree as follows:

  1. Interpretation

    In this Agreement:

    “Adjusted Purchase Price” means, the price paid by the Purchaser for the NFT less any applicable blockchain transaction costs and any applicable platform fees deducted. For the avoidance of doubt, this shall refer to the net amount received by the Artist from the sale of the NFT, including subsequent incremental increases by the royalty income received by the Artist on secondary sales of the NFT.

    “Applicable Law” means, with respect to a person or entity, any laws, regulations, rules, measures, guidelines, treaties, judgements, determinations, orders or notices of any governmental authority that is applicable to such person or entity party to this Agreement.

    ”Intellectual Property” means patents, registered and unregistered designs, copyright, database rights, trademarks and trading names, internet domain names, and other rights of the same or similar effect as any of the foregoing anywhere in the world, in each case whether registered or not, including pending applications for registration of such rights.

    ”Tax”, “Taxation” or “Taxes” means and includes all forms of taxation and statutory, governmental, national, supra-governmental, state, provincial, local governmental or municipal impositions, duties (including, custom duties and stamp duties), contributions, levies, charges, withholding or other tax of any kind whatsoever (including any related fine, penalty, charge, surcharge, costs or interests and any addition thereto), in each case, wherever and whenever imposed, collected or assessed by, or payable to, a Tax Authority.

    ”Tax Authority” means any governmental authority exercising a fiscal, revenue, customs or excise function.

  2. Sale and Purchase

    1. Subject to and in accordance with the terms and conditions of this Agreement, the Artist sells the NFT to the Purchaser.

    2. The Artist covenants with each respective and relevant Purchaser that it has the right to sell and transfer to the Purchaser the full legal and beneficial interest in the NFT on the terms set out in this Agreement.

    3. The Artist grants the Purchaser the right to display the NFT and any accompanying media in a personal, non-commercial manner. The Purchaser may also sell or transfer the NFT to another crypto wallet held by the Purchaser or to another individual or entity, subject to the same terms and conditions granted herein. No other rights are granted or implied by this Agreement.

    4. The Artist retains all copyrights and ownership rights to any and all Intellectual Property, media and materials associated with the NFT, including any reproductions, modifications, or derivative works. No copyright transfer is granted or implied by this Agreement.

    5. The Purchaser agrees not to reproduce, distribute, modify, or create derivative works of the NFT or any associated materials or Intellectual Property without the prior consent of the Artist. The Purchaser also agrees not to use the NFT or any associated materials for any commercial purpose, including but not limited to advertising, promotional, or marketing purposes without the prior consent of the Artist.

    6. All purchases effectuated through the blockchain are final and non-refundable, except as otherwise agreed between the Purchaser and the Artist.

    7. The Purchaser acknowledges and agrees that all transactions effectuated are publicly visible on the Ethereum blockchain or other relevant networks when made.

    8. The Purchaser is responsible for all payments, fees and costs when engaging in any transactions, including, without limitation, the purchase price, transaction fees (e.g., “gas” fees) and all other fees associated with their use of the NFT, including but not limited to purchasing, trading and “burning” the respective NFT. All payments made on the purchase of the NFT shall be made free and clear of any withholding or deductions. If any payment made under this Agreement is subject to withholding tax under any Applicable Law, the Purchaser shall gross up such payment so that the Artist receives the full amount due under this Agreement without any deduction or withholding for Taxes. The Purchaser shall be responsible for paying any withholding taxes, and the Artist shall cooperate with the Purchaser in obtaining any necessary documentation or information to support any claim for reduced withholding tax rates.

      The Purchaser shall provide the Artist with documentation supporting any claim for reduced withholding tax rates or exemption from withholding tax, and the Artist shall promptly notify the Purchaser of any change in its tax status that could affect the withholding tax on any payment made under this Agreement.

      The Purchaser is also solely responsible for payment of all Taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any Tax Authority that is associated with your use of the NFT. The Purchaser is solely responsible for any tax reporting for transactions in which the Purchaser may be a seller of NFT.

  3. Warranties

    1. Artist Warranties

      The Artist warrants that:

      1. The Artist has the right, power, and authority, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement.

      2. The Artist legally or beneficially owns, free from any Encumbrance, all material Intellectual Property rights relating to the NFT.

      3. The Artist has not entered into any other agreement over the same NFT, such that misrepresents the NFT sold. For the avoidance of doubt, this means that where the Artist has sold a 1/1 NFT to a Purchaser, the same 1/1 artwork has not been sold to any other Purchaser in the form of non-fungible tokens, or digital collectables traded on or off the blockchain; however, the sale of an edition of the same artwork or photograph as a NFT to multiple purchasers shall not constitute a breach of this warranty, provided that the NFT is clearly sold as an edition or a fraction.

    2. Purchaser Warranties
      The Purchaser warrants that:

      1. The Purchaser has the right, power, and authority, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement.

      2. The Purchaser has not entered into this Agreement with any malicious intent to destroy or cause damage to the NFT, the underlying artwork or materials, or to the Artist and his reputation.

    3. Limitations

      1. The Artist shall not be liable for any damages, including but not limited to direct, indirect, incidental, consequential, or punitive damages arising out of or related to the use or inability to use the NFT or any associated materials by the Purchaser, except for a breach of the Artist Warranties.

      2. The Artist shall not be liable in respect of a Claim for breach of the Artist Warranties, unless the amount that would otherwise be recoverable from the Artist in respect of that Claim exceeds an amount equal to one percent (1%) of the Adjusted Purchase Price on the date that the Artist is first notified of the Claim.

      3. All claims for a breach of the Artist Warranties for the respective NFT shall not exceed one hundred percent (100%) of the Adjusted Purchase Price of the respective NFT on the date that the Artist is first notified of the Claim.

      4. Claims against a breach of the Artist Warranties for the respective NFT shall only be made once, and shall only be made by the current holder of the respective NFT. For the avoidance of doubt, a Purchaser who has sold the NFT on a secondary market to another individual or entity shall forfeit and waive all rights to make any claims against the Artist under this term to the secondary purchaser. If any Purchaser has made claims against the Artist for a breach of the Artist Warranties and such claims have been satisfied by the Artist, then the Artist shall not be liable for any further claims of the same nature from any subsequent holders of the respective NFT.

      5. The Artist shall have no liability in respect of any claim including those as mentioned in 3.3.2, 3.3.3. and 3.3.4 of this Agreement, if the matter giving rise to the claim is remedied to the relevant Purchaser’s satisfaction and without cost to the Purchaser. In respect of this, the relevant Purchaser shall give the Artist the opportunity to remedy any matters giving rise to the claim within ninety (90) days after the day of the notification of the claim is first made to the Artist.

  4. Assignment

    1. Neither party shall assign any of its rights or obligations under this Agreement; however, the Artist may assign any or all of their rights, title, and interest in the artwork to their estate or a legal business entity under their control without the prior consent of the Purchaser.

    2. In the event of the Artist's death, their estate shall have the right to sell or otherwise dispose of the artwork and any associated rights, subject to the terms and conditions of this Agreement.

    3. If the Artist wishes to assign their rights and obligations under this Agreement to a legal business entity that they control (the “assignee”), they shall notify the Purchaser in accordance with the Notice clause below. The assignee shall be bound by the terms and conditions of this Agreement, and the Artist shall remain liable for any breach of this Agreement by the assignee.

    4. The Artist shall have the right to assign their rights to their estate or a legal business entity by way of a will or other legal instrument, provided that the assignment is in compliance with Applicable Laws and regulations.

    5. To the extent necessary, the Purchaser shall cooperate with the Artist in effecting any assignment of rights under this clause. Necessary costs, if any, in effecting the assignment of rights under this clause, shall be borne by the Artist and the assignee, but for the avoidance of doubt, these costs shall not include any legal, financial advisory, or professional fees incurred by the Purchaser.


  5. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Thailand.

  6. Notice and Subject to Change

    1. This Agreement is subject to change without notice. The parties acknowledge that the terms and conditions of this Agreement may be modified from time to time to reflect changes in the parties' business relationship, changes in applicable laws, regulations, or industry standards, or for any other reason as deemed necessary by the Artist; however, any change that impacts the financial rights or obligations of the Purchaser or any subsequent holder of the NFT, or any material non-financial rights or obligations of the Purchaser or subsequent holder of the NFT, shall only be made with advance notice of at least thirty (30) days, where applicable.

    2. Where notice is to be given, such notice must be given in a clear and concise manner detailing the changes and the effective date of the change, and must be published as an addendum to this Agreement, and be communicated through public announcement on social media as well as, where and to the extent possible, in direct communication via private messaging with the applicable and relevant Purchaser or subsequent holder of the relevant NFT.

    3. If the Purchaser would like to change any of the terms under this Agreement, the Purchaser shall make such request in written to the Artist, and such changes shall be subject to consent from the Artist. Any changes made upon request of the Purchaser, shall be considered on a case-by-case basis, and shall not apply to any transactions or NFTs outside the scope of the agreed change.

  7. Entire Agreement

    This Agreement constitutes the entire agreement between the Artist and the Purchaser and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.