Neopets Metaverse NFT Sale
Specific Terms and Conditions

LAUNCH: 12 NOVEMBER 2021
LAST UPDATED ON: 12 NOVEMBER 2021 (VERSION: 1)

This is an important document.

Please read it carefully together with the General Terms and Conditions.

Definitions in the General Terms and Conditions also apply to these Specific Terms and Conditions.

For the purpose of this NFT Sale, the reference to “NFT” in the General Terms and Conditions means the Neopets NFTs and NMC Boxes (where applicable), which are collectively referred to as “Tokens” in these Specific Terms and Conditions.

A. Overview of the NFT Sale

This section A (“Overview of the NFT Sale”) is provided for summary purposes only. You must read the entirety of the General Terms and Conditions and these Specific Terms and Conditions.

What is this project about?

This project is about the sale of Neopets Metaverse NFT by NeoPets, Inc., a company incorporated in the State of Delaware in the United States of America with the registration number (FedID): 46-5051428.

  • Address: 830 S. Pacific Coast Hwy, Suite 206, El Segundo, CA 90245
  • Contact details: support@neopets.com
What is Neopets Metaverse NFT?

Neopets Metaverse NFT is a collection of 10,500 unique NFTs that exist on the Solana blockchain. Each NFT represents a unique Image of a Neopet, and you as the owner of an NFT may have exclusive access to the Project Purpose which may be developed by the Seller.

For the avoidance of doubt, the development and your access to and use of the Project Purpose is at the sole discretion of the Seller.

How do I get an NFT and what are the timelines?

You can get an NFT through a two-stage process:

  • Stage 1 – Buy a NMC Box from the Seller’s Website (https://www.neopetsmetacollection.com). The NMC Box will be available on 12 November 2021 at 09:00 UTC, until:
    • 15 November 2021 at 09:00 UTC;
    • the time the Maximum NMC Box Supply is reached; or
    • at a date and time specified as NMC Box Closing by the Seller at its discretion.
  • Stage 2 – Redeem an NFT with your NMC Box at the Seller’s Website (https://www.neopetsmetacollection.com). Redemption will be available immediately after the Maximum NMC Box Supply is reached or on 15 November 2021 at 09:00 UTC, whichever comes first, until:
    • 18 November 2021 at 10:00 UTC;
    • the time the Maximum NFT Supply is reached; or
    • at a date and time specified as NFT Closing by the Seller at its discretion.

Key details of this process are set out in Sections C and D of these Specific Terms and Conditions, in particular Section C clause 8 (“NMC Box Launch and NMC Box Closing”) and Section D clause 21 (“NFT Launch and NFT Closing”).

How much does it cost to buy a Neopets Metaverse?

NMC Box: The cost of a NMC Box is determined by the Pricing Schedule detailed in Section C clause 5 (“Pricing Schedule”).

NFT: NFT = 1 NMC Box.

You may also incur Gas or third-party transaction fees for obtaining a NMC Box and/or NFT.

Is there an unlimited supply of NMC Boxes and NFTs?

No.

There will be a maximum supply of:

  • 10,000 NMC Boxes; and
  • 10,500 NFTs, and only 10,000 will be redeemable with NMC Boxes.

The Seller reserves 500 NFTs for giveaways, competitions, future ecosystem rewards or other purposes determined by the Seller, for distribution and/or use before or after the NFT Closing at the Seller’s discretion.

Can I return my NMC Box or NFT?

No, once purchased, you are not entitled to and will not have right to seek a refund from the Seller and/or its Associates for the purchased NMC Box or NFT (even if you do not redeem the NFT prior to the NFT Closing).

B. Additional terms and conditions of the NFT

This Section B (“Additional terms and conditions of the NFT”) supplements Section C (“General terms and conditions of the NFT”) of the General Terms and Conditions.

  1. Nature of the NFT
    1. Any redemption effected by the Seller between the NFT Launch and NFT Closing is subject to the Seller’s sole discretion.
    2. Subject to the Terms and Conditions, you as a Purchaser can:
      1. hold NFTs in your Digital Wallet:
        1. on the Solana network; and
        2. if there is a Migration, on an alternative base-layer blockchain integrated with part of or all of the Project Purpose, and
      2. transfer NFTs from your Digital Wallet upon your instructions.
  2. Transferability of the NFT
    1. You may transfer to another wallet or address any NFT which you lawfully hold. Such transfer will be deemed effective, and a transfer of any NFT will only be effective, as at the time and date of the relevant transaction being included in a block:
      1. on the Solana blockchain; or
      2. if there is a Migration, on an alternative base-layer blockchain integrated with part of or all of the Project Purpose,
      which has received such number of confirmations as the Seller considers necessary for that transaction to be considered irreversible.
    2. If you transfer any NFT to a wallet or address owned by another person, then that person and the owner of each other wallet or address to which that NFT is further transferred are each deemed to be bound by the Terms and Conditions as Purchasers for the period of time they hold such NFT.
    3. By transferring any NFT:
      1. you assign all your rights, title and interest under the Terms and Conditions to the owner of the wallet or address to which you transfer that NFT, including the licence granted in, and subject always to the terms of, Section D (“Licence grant”) of the General Terms and Conditions and Section B clause 3 (“Licence grant”) of these Specific Terms and Conditions; and
      2. you acknowledge that you will cease to have any such rights, title or interest, including such licence, with immediate effect.
    4. The Seller agrees that, if any rule of law (including any legislation, rule of common law, rule of equity or customary law) requires written notice to effect the transfer of any NFT, such notice is deemed given as an electronic record by inclusion of the relevant transaction on a block on the Solana blockchain in accordance with clause 2.1 above .
    5. Notwithstanding any other provision in this clause, the Seller reserves the right to treat as void any transfer of an NFT which the Seller reasonably believes to be unlawful for any reason.
    6. Notwithstanding any of the above, there is no guarantee or assurance of the availability of any market for transfer of NFTs or any such market’s liquidity.
  3. Licence grant
    1. On completion of the Redemption Process, the Seller grants you a personal, non-commercial, non-exclusive, non-transferable (except as specifically provided in these Terms and Conditions), revocable, limited licence (with no right to sub-licence) to download, view, display, and use the Image as part of the NFT, for personal use and for the sole purpose of enabling you to hold or transfer the NFT (as described in clauses 1.2 and 2 above), and for any other use and purpose that may be agreed between the parties in writing, subject to the restrictions in this clause 3.
    2. The grant of licence in clause 3.1 above is on the condition that you cannot, and must not:
      1. make any modifications to the Image;
      2. download, view, display, and use the Image in any manner contrary to any law or regulation (including without limitation any law or regulation concerning securities, consumer law, defamation, or the use of personal information);
      3. use the Image as a trade mark, service mark, business name, or trading name; or
      4. remove, alter, or obscure any copyright, trade mark, service mark, or other proprietary rights, information as to authorship, or moral rights notices, incorporated in or accompanying any Image or the NFT.
  4. Your representations and warranties

    You represent and warrant at the time that you make Payment and at all times that you hold any Tokens that 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 you are not a citizen, national, resident or Tax resident of, and do not otherwise have any relevant connection with any jurisdiction specified in the Seller’s website (https://www.neopetsmetacollection.com/), which may be updated from time to time at the sole discretion of the Seller.

  5. Variation – General
    1. The Seller may vary these Specific Terms and Conditions by notice given under clause 25 (“Notices”) of the General Terms and Conditions.
  6. 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 NFT Sale.

C. Terms and conditions of NMC Box

This Section C (“Terms and conditions of NMC Box”) applies to all NMC Boxes, distributed as part of the NMC Box sale or otherwise. All Purchasers will be subject to this Section C.

  1. Nature of the NMC Box
    1. NMC Box represents a right to participate in the Redemption Process as set out in Section D below, subject to applicable terms.
  2. NMC Box Launch and NMC Box Closing
    1. The Seller will make all reasonable efforts to ensure that NMC Box is able to be purchased on its Website as part of the NFT Sale from NMC Box Launch to NMC Box Closing.
      1. NMC Box Launch will occur on 12 November 2021 at 09:00 UTC;
      2. NMC Box Closing will occur at the earlier of:
        1. the Maximum NMC Box Supply being reached as determined by the Seller and as notified in accordance with these Specific Terms and Conditions; and
        2. in accordance with clause 6 (“Early NMC Box Closing”) of this Section C.
    2. NMC Boxes can be purchased on the Seller's Website with Eligible Virtual Assets between the period starting from the NMC Box Launch until the NMC Box Closing.
    3. Once the Maximum NMC Box Supply has been reached, the Seller will cease sale of the NMC Boxes and any Payments will thereafter automatically be rejected.
  3. Number and generation of NMC Boxes
    1. The Maximum NMC Box Supply is 10,000.
  4. NMC Box price
    1. The initial price of the NMC Box will be based on the Pricing Schedule in Section C clause 5, exclusive of any Gas or third-party transaction fees you may occur.
    2. NMC Boxes may be purchased on the Seller’s Website (https://www.neopetsmetacollection.com) only.
    3. For Payments in Eligible Virtual Assets, the NMC Box price is calculated by reference to the price of the Eligible Virtual Asset as listed on the Seller’s Website.
    4. The Seller may change the NMC Box price and the Pricing Schedule in its sole discretion, subject to providing prior notice of the change on its Website.
    5. The Seller has the right to refuse any order and reserves the right to determine, acting reasonably, the applicable number of NMC Boxes to be distributed in respect of any Payment (including any rounding thereof) in accordance with the NMC Box price.
    6. It is your sole and absolute responsibility to ensure that:
      1. you have complied with all terms and conditions imposed by the Seller; and
      2. you have transferred the sufficient Payment to purchase your desired number of NMC Boxes in addition to covering the required Gas and any third-party transaction fees that you may separately incur.
    7. NMC Boxes may only be used to redeem NFTs as part of the NFT Sale.
    8. You acknowledge and agree that:
      1. NMC Boxes may be redeemed for an NFT available as part of the NFT Sale that will be automatically allocated to you as part of the Redemption Process; and
      2. you will have no control over or ability to choose or influence the Image associated with the NFT you receive on redeeming your NMC Box.
  5. Pricing Schedule
    1. The price of the NMC Box will be determined by the following pricing schedule:
      NMCPrice (in SOL) per NMC Box
      First 250 NMC Boxes sold1.0
      Next 500 NMC Boxes sold1.5
      Next 2,000 NMC Boxes sold2.0
      Next 2,000 NMC Boxes sold2.5
      Next 3,500 NMC Boxes sold3.0
      Next 1,500 NMC Boxes sold3.5
      Last 250 NMC Boxes sold4.0
    2. The price at which the Seller offers to sell any NMC Box should not be taken to imply the price at which any other person may buy or sell an NMC Box, nor suggest any potential profit of any kind from purchasing an NMC Box earlier than any other person.
  6. Early NMC Box Closing
    1. Notwithstanding any other provision of the Terms and Conditions, the Seller may end the NMC Box sale at any time without prior notice if:
      1. any change occurs to the Solana network, which in the Seller’s opinion, is likely to materially prejudice the success of the NMC Box sale or the development of the Project Purpose in any respect;
      2. any change occurs to national or international regulatory, financial, political or economic conditions, which in the Seller’s opinion, is likely to materially prejudice the success of the NMC Box sale or the Project Purpose in any respect;
      3. the NMC Box sale or the Seller is required by any applicable law or regulation to be licensed or approved or fundamentally restructured;
      4. the Seller is notified by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction) in any jurisdiction that the NMC Box sale or the Project Purpose is under investigation, or prohibited, banned or must cease, or the Seller is otherwise required by law to end the NMC Box sale;
      5. the NMC Box sale discontinues prior to NMC Box Closing due to any force majeure event and the Seller cannot reasonably expect the NMC Box and/or NFT Sale to be resumed within 90 Days; or
      6. with or without reasons, the Seller elects to terminate the NMC Box sale prior to NMC Box Closing in its sole discretion.
    2. The Seller may effect the end of the NMC Box sale under this clause by giving notice under the Terms and Conditions specifying the time and date of NMC Box Closing.
    3. Other than as set out in this clause, the Seller has no obligation to you arising from or in connection with ending the NMC Box sale prior to the time and date initially set for NMC Box Closing.
  7. Custody and use of unsold NMC Boxes
    1. In the event that not all NMC Boxes available for purchase in the NMC Box sale are sold prior to NMC Box Closing, the use of all the unsold NMC Boxes will be solely determined by the Seller.
    2. Unsold NMC Boxes may be created and held by the Seller as determined by it in its discretion and may be sold or burned in the future.
  8. Unredeemed NMC Boxes
    1. In the event that not all NMC Boxes purchased in the NMC Box sale are used to redeem an NFT on or before the NFT Closing, the unredeemed NMC Boxes will become invalid and will carry no rights enforceable against the Seller.
    2. If a Purchaser fails to redeem NMC Box with an NFT on or before the NFT Closing and therefore the Purchaser is unable to acquire an NFT, the Purchaser is not entitled to and will have no right to seek resource or a refund from the Seller and/or its Associates. Furthermore, the Purchaser acknowledges that there may not be any other recourse given the decentralised nature of the NMC Zone.
  9. Accepted payment methods
    1. The Seller reserves the right to reject or invalidate Payment or any part thereof from a Purchaser, including if it believes that any of the representations and warranties in clause 6 (“Your representations and warranties”) of the General Terms and Conditions and clause 4 (“Your representations and warranties”) of these Specific Terms and Conditions is or has become untrue in respect of that Purchaser or if that Purchaser has made a false misrepresentation in any other respect.
    2. You must make Payment on the Seller’s Website by way of payment with an Eligible Virtual Asset from a digital wallet for which you control the private key.
    3. Payments in Eligible Virtual Assets may only be made by directing lawfully acquired Eligible Virtual Assets irrevocably through the Seller’s Website.
    4. Unless otherwise expressly stated in the Terms and Conditions or required by law, Payment (or its equivalent) is not returnable or refundable in any circumstances.
    5. You are responsible for ensuring Payment is validly sent on the Seller’s Website.
    6. The Seller may determine whether a Payment has been received by reference to that Payment being included in a block on the applicable blockchain or network to the Eligible Virtual Asset that has received such number of confirmations as the Seller considers necessary for that Payment to be considered irreversible.
    7. If the Seller has reasonable grounds to believe that you are participating, either directly or indirectly, in any Double Spending attempt during the course of the NMC Box sale, your Payment will be deemed to be invalid, regardless of whether confirmed or not, and you will not receive any NMC Boxes.
    8. For the avoidance of doubt:
      1. NMC Boxes will only be listed for sale on the Seller’s Website;
      2. only Eligible Virtual Assets will be accepted by the Seller and no alternative arrangement you may make with any third party regarding Payment;
      3. should any Eligible Virtual Asset be Forked at any time, the Seller will determine the cryptographic token of which branch or branches resulting from that Forking will be accepted and will announce which, if any, tokens will be accepted as and when appropriate on its Website; and
      4. the terms and conditions operate in conjunction with any terms and conditions associated with the use of the Seller’s Website.
  10. Custody and use of Proceeds
    1. Until the NFT Closing, the Proceeds will be held by the Seller and/or its Associate using a method chosen by the Seller.
    2. Following the NFT Closing, the Seller’s rights and powers in relation to the use of the Proceeds are not limited by the Terms and Conditions in any way and may include transfer of the Proceeds to any other wallets or addresses in any form.
    3. The Seller may at any time appoint a third party agent to hold the Proceeds and/or private keys on such terms as the Seller may determine.
    4. Proceeds may be used to fund the development, promotion, marketing, ecosystem building and maintenance of the Project Purpose and other purposes consistent with the objectives of the Seller.
    5. Under the Terms and Conditions, the Seller is under no obligation or restriction whatsoever in this respect (including having power as to any investments it may make and the exercise of any rights which may attach to the Terms and Conditions). For the avoidance of doubt, none of the Seller’s disclosures or steps in relation to Proceeds should be taken to imply any right, title or interest on the part of any Purchaser or other person in relation to the Proceeds.
  11. No obligation to replace NMC Box
    1. You acknowledge and agree that the Seller is under no obligation to issue replacement NMC Boxes in the event any NMC Box or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable by you for any reason.
  12. Transferability
    1. You may transfer to another wallet or address any NMC Box which you lawfully hold. Such transfer will be deemed effective, and a transfer of any NMC Box will only be effective, as at the time and date of the relevant transaction being included in a block on the Solana blockchain, which has received such number of confirmations as the Seller considers necessary for that transaction to be considered irreversible.
    2. If you transfer any NMC Box to a wallet or address owned by another person, then that person and the owner of each other wallet or address to which that NMC Box is further transferred are each deemed to be bound by the Terms and Conditions as Purchasers for the period of time they hold such NMC Box.
    3. By transferring any NMC Box you assign all your rights, title and interest under the Terms and Conditions to the owner of the wallet or address to which you transfer that NMC Box.
    4. The Seller agrees that, if any rule of law (including any legislation, rule of common law, rule of equity or customary law) requires written notice to effect the transfer of any NMC Box, such notice is deemed given as an electronic record by inclusion of the relevant transaction on a block on the Solana blockchain in accordance with this clause 12.
    5. Notwithstanding any other provision in this clause, the Seller and/or its Associates reserve the right to treat as void any transfer of a NMC Box which the Seller reasonably believes to be unlawful for any reason.
    6. Notwithstanding any of the above, there is no guarantee or assurance of the availability of any market for transfer of NMC Boxes or any such market’s liquidity.
  13. Delivery and holding of NMC Box
    1. If receipt of NMC Boxes by you, the holding of NMC Boxes by you, or any other related matter necessary for the Seller and/or its Associates 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 and/or its Associates suspect that this may be the case, then:
      1. the Seller and/or its Associates may request, require or facilitate that steps be taken to ensure the full return of any NMC Boxes that you hold;
      2. the Seller and/or its Associates may remotely disable, deactivate or destroy any NMC Boxes that you hold;
      3. the Seller reserves the right to terminate its relationship with you or direct its Associates to do so, and take any actions considered necessary or desirable for the Seller and/or its Associates to meet its legal and regulatory obligations;
      4. the Seller and/or its Associates may take any other steps it deems reasonable; and
      5. 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 and/or its Associates is under no obligation to provide.
  14. Conditions you must satisfy to receive NMC Boxes

    NMC Boxes are only paid to your Digital Wallet subject to you (to the Seller’s and/or its Associates’ satisfaction) 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 as set out in the Appendix to these Specific Terms and Conditions) as being subject to prohibitions or restrictions on the holding of the NMC Boxes.

D. Terms and conditions of the Redemption Process

This Section D (“Terms and conditions of the Redemption Process”) applies to the Redemption Process. All Purchasers that participate in the Redemption Process will be subject to this Section D.

  1. NFT Launch and NFT Closing
    1. The Seller will make all reasonable efforts to ensure that Purchasers can redeem an NFT via the Redemption Process through the Seller’s Website as part of the NFT Sale from NFT Launch to NFT Closing.
      1. NFT Launch will occur at either:
        1. immediately after the Maximum NMC Box Supply is reached; or
        2. 15 November 2021 at 09:00 UTC,
        3. whichever comes first.
      2. NFT Closing will occur at the earlier of:
        1. the Maximum NFT Supply being reached as determined by the Seller and as notified in accordance with the Terms and Conditions; and
        2. in accordance with Section D clause 5 (“Early Closing of the Redemption Process”).
    2. NFTs can be redeemed on the Seller’s Website with a NMC Box between the period starting from the NFT Launch until the NFT Closing.
    3. The Seller may change the Redemption Process in its sole discretion, subject to providing prior notice of the change on its Website.
    4. It is your sole and absolute responsibility to ensure that:
      1. you have complied with all terms and conditions imposed by use of the Seller’s Website; and
      2. you have transferred the sufficient NMC Boxes to redeem your desired number of NFTs in addition to covering the required Gas and any third-party transaction fees that you may separately incur.
  2. Number and price of NFTs
    1. The Maximum NFT Supply is 10,500.
    2. The price of an NFT is 1 NFT = 1 NMC Box, exclusive of any Gas or third-party transaction fees you may occur.
    3. NFTs may be redeemed on the Seller’s Website via the Redemption Process only.
  3. Allocation of NFTs
    1. Subject to the Seller’s discretion to accept or reject any purchase, there is a limit of three NMC Boxes per Digital Wallet used by any Purchaser. There is no contractual limit to the number of NFTs any single Purchaser may acquire, provided that a Purchaser will only be entitled to redeem one NFT for each NMC Box as part of the Redemption Process.
    2. On submitting a NMC Box as part of the Redemption Process, you will automatically be allocated an NFT from the NFTs available as part of the NFT Sale that have not yet been redeemed. You will have no control over or ability to choose or influence the Image associated with the NFT you receive on redeeming your NMC Box.
  4. Disclosure on NFT attributes
    1. The NFTs will be distributed as described in the table below. The numbers of variation and percentage of occurrence are subject to change at the sole discretion of the Seller, and you may not be notified by the Seller about such change.
    2. Description of traitNumber of variationsRounded percentage range of occurrence
      Breed103.8% – 12.9%
      Emotion55.6% – 23.9%
      Body250.1% – 5.7%
      Background153.% – 8.3%
      Bodywear300.14% – 6.3%
      Headgear300.16% – 5.34%
    3. The description of traits, number of variations and range of occurrence should not be taken to imply the NFT Sale is a game of chance; a game of chance and skill combined; or any game, method, device or scheme for distributing or allotting prizes by lot or chance. Further, the variation in range of occurrence should not be taken to imply the rarity of any Neopet, nor suggest any potential price difference or potential profit of any kind from transferring a Neopet (if you so choose to do so).
  5. Early Closing of the Redemption Process
    1. Notwithstanding any other provision of the Terms and Conditions, the Seller may end the Redemption Process at any time without prior notice if:
      1. any change occurs to the Solana network, which in the Seller’s opinion is likely to materially prejudice the success of the Redemption Process or the development of the Project Purpose in any respect;
      2. any change occurs to national or international regulatory, financial, political or economic conditions, which in the Seller’s opinion is likely to materially prejudice the success of the Redemption Process or the Project Purpose in any respect;
      3. the Redemption Process or the Seller is required by any applicable law or regulation to be licensed or approved or fundamentally restructured;
      4. the Seller is notified by any government, quasi-government, authority or public body (including but not limited to any regulatory body of any jurisdiction) in any jurisdiction that the Redemption Process or the Project Purpose is under investigation, or prohibited, banned or must cease, or the Seller is otherwise required by law to end the Redemption Process;
      5. the Redemption Process discontinues prior to the NFT Closing due to any force majeure event and the Seller cannot reasonably expect the NFT Sale to be resumed within 90 Days; or
      6. with or without reasons, the Seller elects to terminate the Redemption Process prior to NFT Closing and in its sole discretion.
    2. The Seller may effect the end of the Redemption Process under this clause by giving notice under the Terms and Conditions specifying the time and date of the NFT Closing.
    3. Other than as set out in this clause, the Seller has no obligation to you arising from or in connection with ending the NMC Box prior to the time and date initially set for the NFT Closing.
    4. Notwithstanding any other provision of the Terms and Conditions, the Seller’s Website may also have rights to suspend the Redemption Process from its platform at any time for an indefinite period.
    5. It is the Purchaser’s sole responsibility to ensure that it has reviewed and is in compliance with any additional terms and conditions imposed for use of the Seller’s Website.
  6. Custody and use of unredeemed NFTs
    1. In the event that not all NFTs available for redemption in the Redemption Process are redeemed prior to the NFT Closing, the use of all the unredeemed NFTs will be solely determined by the Seller.
    2. Unredeemed NFTs from the Redemption Process may be held by the Seller as determined by it in its discretion and may be sold or burned in the future.
  7. Redemption Process
    1. The Seller reserves the right to reject or invalidate the redemption or any part thereof from a Purchaser, including if it believes that any of the representations and warranties in clause 6 (“Your representations and warranties”) of the General Terms and Conditions and 4 (“Your representations and warranties”) of these Specific Terms and Conditions is or has become untrue in respect of that Purchaser or if that Purchaser has made a false misrepresentation in any other respect.
    2. For the avoidance of doubt:
      1. NFTs will only be redeemable from the Seller’s Website;
      2. these terms and conditions operate in conjunction with any terms and conditions associated with the use of the Seller’s Website.

E. Risk disclosure

Participating in the NFT Sale, holding Tokens and using the Project Purpose (if and when developed) involve risks, some of which are set out below.

These risks, and additional risks arising either now or in the future, could result in the failure of the NFT Sale, the destruction of Tokens or the utility of Tokens, and/or the termination of the development of the Project Purpose.

You may lose your entire Payment or Tokens (or their functionality).

You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to purchasing any Tokens.

You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before participating in the NFT Sale, holding the Tokens or using the Project Purpose.

  1. Developmental nature of the Tokens and the Project Purpose

    Tokens and the Project Purpose may undergo significant changes before they are released. Various features of Tokens and the Project Purpose , including (but not limited to) its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice.

    Further, Tokens and the Project Purpose may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable and may be unresolvable.

    Development of Tokens and the Project Purpose may therefore fail, terminate or be delayed at any time for any reason. Further, Tokens and the Project Purpose as a whole may never be realised. Such failure, termination or delay is likely to reduce and may completely obliterate any utility that Tokens may hold.

  2. Development team risk

    The development team currently consists of a limited number of individuals. Changes to the team may therefore adversely impact on the creation and establishment of Tokens and the Project Purpose.

    The Seller may face substantial financial and operating risks and may experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved. In additional, the Seller may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.

  3. Incomplete information regarding Tokens and the Project Purpose

    You may not have full access to all the information relevant to the Seller, the Tokens and/or the Project Purpose. The Seller is not required to update you on the progress of the Tokens and the Project Purpose. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments.

  4. Lack of operating history of the Seller

    There may be no operating history or track record that could be used (on its own) to evaluate the Seller’s ability to deliver Tokens and the Project Purpose.

  5. Lack of operating history of Tokens and the Project Purpose

    Tokens and the Project Purpose are in a development stage and there is no operating history or track record that could be used (on its own) to evaluate their stability, efficiency or resilience.

  6. No governance rights attaching to Tokens

    Tokens confers no governance rights of any kind with respect to the Project Purpose or the Seller. Accordingly, subject to other written arrangements to the contrary, all decisions involving Tokens and the Project Purpose will be made by the Seller, including decisions to discontinue the NFT Sale and Project Purpose . These decisions could adversely affect the Project Purpose and the utility of any Tokens that you hold.

  7. No assets or property underlying Tokens

    Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of accessing the Project Purpose .

  8. Potential for misuse of the Tokens and the Project Purpose

    Tokens and the Project Purpose may be banned, restricted or deemed immoral in certain jurisdictions. Further, Tokens and the Project Purpose may potentially be used for activities that are illegal in certain jurisdictions. As a result, governmental authorities or regulators may take action against Tokens and the Project Purpose . This may deter users from using Tokens and the Project Purpose or may involve the complete shutdown or cessation of the Project Purpose .

  9. Reliance on third-party contractors

    Development of Tokens and the Project Purpose , and the operation of the NFT Sale, will require third-party contractors with particular expertise in Solana and blockchain technology. The availability of such contractors is limited. They may be appointed on a formal or informal basis. If appointed under a service agreement, that service agreement may not be fit for purpose, and may fail to adequately protect the Seller against the loss caused by or arising in respect of the contractor. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Seller. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly.

  10. Utility of Tokens may depend on the Project Purpose

    The utility of Tokens may depend on the success of the Project Purpose , if developed. The Project Purpose may not be popular or widely used after NFT Launch. In the long term, the Project Purpose may fail to attract a critical mass of users. The Project Purpose may be merged with other projects. Various circumstances, including technical advancement and competitors, may render the Project Purpose obsolete. Such a lack of use or interest could negatively impact the development of the Project Purpose and therefore the potential utility and value of Tokens.

  11. Competitor success

    The Seller seeks to maintain a competitive advantage over the market. Though, potentially one or more persons could produce, a better, cheaper, more accessible, more versatile, more customer friendly or otherwise more favourable product, relative to Tokens and the Project Purpose. The Seller may make changes to the features and components of Tokens and the Project Purpose to address market demand.

    If another person produces a better, cheaper, more accessible, more versatile, more customer friendly or otherwise more favourable product, the use of the Project Purpose and the demand for Tokens may decrease. This could have a range of negative implications to the Seller, the Tokens and the Project Purpose .

  12. Speculation may drive demand for Tokens

    Tokens are transferrable in accordance with the Terms and Conditions. Accordingly, demand for Tokens may be partially or wholly driven by speculation. Speculation may continue to drive demand for Tokens even after the launch of the Project Purpose.

  13. Further sales and development and sale of additional Tokens

    The Seller may, from time to time, and without prior notice or consultation, sell additional Tokens outside of the NFT Sale. Further, the Seller may develop and sell additional Tokens, or otherwise raise funding for Tokens and/or the Project Purpose through any other means it deems necessary. You will not necessarily receive notice of the sale of additional Tokens or of any other tokens or fundraising means.

  14. Volatility of Tokens

    The circulation of Tokens is not the responsibility of the Seller, and the Seller will not support or otherwise facilitate the secondary trading of Tokens. As a result, Tokens may not circulate freely or widely, and may not be listed on any secondary markets.

    Even if Tokens do circulate on secondary markets, the value of Tokens may be highly volatile. Factors such as perceptions of the Seller, delays in the development of the Project Purpose, fluctuations in comparable projects and NFT sales, market dynamics, regulatory actions and changes, technical advancements, as well as broader economic and political factors, may cause the value of Tokens to change significantly over a short period of time.

    In addition, there may be insufficient liquidity to support an active market in Tokens, or the market in Tokens may become susceptible to market manipulation.

  15. Volatility of virtual assets

    Payments are made in Eligible Virtual Assets. The Seller may hold the Proceeds in Eligible Virtual Assets or other virtual assets, or a combination of any of them. The value of these assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Project Purpose and may affect the utility of Tokens.

  16. Concentration of Token ownership

    At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of Tokens. Acting individually or in concert, these holders may have significant influence over Tokens and the Project Purpose. They may make decisions that are not in your best interest as a holder of Tokens.

  17. Legal status of the Tokens, NFT Sale and the Project Purpose may be variable

    The Seller is seeking legal advice on a number of matters relating to Tokens, the NFT Sale and the Project Purpose. Pending such advice, and the Seller’s decisions in relation to it, some or all aspects of the Terms and Conditions may need to be varied in accordance with clause 13 of the General Terms and Conditions.

    Further, the laws of various jurisdictions may apply to Tokens, the NFT Sale and the Project Purpose. The application of these laws and regulations to Tokens, the NFT Sale and the Project Purpose is largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of virtual assets can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.

    On the other hand, new or changing laws and regulations or interpretations of existing laws and regulations, in any jurisdictions, may materially and adversely impact the value at which Tokens may be exchanged, if applicable, the liquidity of Tokens, and the structure, rights and transferability of Tokens. This includes the assignment of, and enforceability of terms against, subsequent purchasers.

    As a result, it is possible that there could be legal disputes over the interpretation of the rights of Token holders, and the smart contracts used in connection with the Project Purpose, thus undermining the functionality of the Project Purpose and Tokens.

    At this stage, the Seller expects that Tokens and the Project Purpose may be regulated in a number of key markets. This will require licensing, approvals and authorisations. You must not assume that the Seller will be able to attain any required licensing, approval or authorisation. This means that Tokens and the Project Purpose may not be available at certain markets, or at all. This could require fundamental restructuring of Tokens, the NFT Sale and the Project Purpose .

    The Seller may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Seller, Tokens or the Project Purpose. As a result of such events, the Seller may be required to discontinue the NFT Sale and/or the Project Purpose.

    You may also be subject to governmental or regulatory action by participating in the NFT Sale, holding Tokens and/or using the Project Purpose(if and when developed).

  18. Tax treatment and accounting

    The tax treatment and accounting of virtual assets is a largely untested area of law and practice that is subject to prospective and retrospective changes without notice. Tax treatment of virtual assets may vary amongst jurisdictions. Your participation in the NFT Sale or use of the Project Purpose as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, release, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future. The Seller may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Seller may be required to furnish certain information about the NFT Sale and/or the Project Purpose. You must seek independent professional advice on the tax implications in relation to the NFT Sale, use of Project Purpose and/or other transactions for your particular situation.

  19. Reliance on the Internet

    Tokens, the NFT Sale and the Project Purpose rely heavily on the Internet. However, the public nature of the Internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the internet.

  20. Reliance on Internet infrastructure

    Tokens and the Project Purpose relies on the infrastructure and reliability of the Internet infrastructure of the markets in which it operates. There may not be alternative networks or data servers in the event of failures or interruptions with the Internet infrastructure. Any unscheduled service interruption or failure could result in unavailability or limited performance of the distribution of Tokens and/or the Project Purpose.

  21. Reliance on Solana

    Tokens, the NFT Sale and the Project Purpose rely on Solana. Solana is open source software that is built upon experimental technology, namely blockchain. As an open source project, the Seller will not be represented, maintained or monitored by an official organisation or authority. Risks arising from this reliance include (but are not limited to):

    1. the existence of technical flaws in Solana;
    2. targeting of Solana by malicious persons;
    3. changes in Solana’s consensus protocol or algorithms;
    4. decreased community or staking support for Solana;
    5. rapid fluctuations in the value of SOL;
    6. the existence or development of competing networks and platforms;
    7. the existence or development of Forked versions of Solana;
    8. flaws in the Rust scripting language;
    9. disputes between Solana developers, stakers and/or users; and
    10. regulatory action against Solana developers, stakers and/or users.
  22. Conflicts of interest

    There may be potential circumstances where the interests of the Seller may diverge from those of Token holders. The Seller is not obliged to refrain from such decisions in the interests of the Seller. By supporting the NFT Sale, each Purchaser will be deemed to have acknowledged these potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflicts of interest.

  23. Unknown risks

    There are things that will be discovered in the development process which at this point cannot be predicted. In other words, despite best efforts, The Seller may not yet know all the risks that will be associated with the Project Purpose and Tokens.

  24. Source code changes and flaws

    The various source codes used in the NFT Sale and the Project Purpose (if and when developed) are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.

  25. No anonymity when using Solana

    Your participation in the NFT Sale, holding and transfer of Tokens and/or use of Project Purpose (if and when developed) will not be anonymous. Your address and such participation will be recorded on an un-permissioned blockchain, namely Solana. It is possible to match addresses to identities.

  26. Inadequate computing resources

    The NFT Sale and the Project Purpose will require intensive computing resources. The demand for these resources may exceed the Seller’s estimates. Ultimately, the Seller’s resources may prove inadequate to support the NFT Sale and/or develop the Project Purpose , which may affect the delivery and/or utility of Tokens.

  27. Loss of private key is permanent and irreversible

    You alone are responsible for securing your private key, whether or not the Seller holds the private keys on behalf of you.

    Losing control of your private key will permanently and irreversibly deny you access to your Tokens. Neither the Seller nor any other person will be able to retrieve or protect your Tokens. Once lost, you will not be able to transfer your Tokens to any other address or wallet. You will not be able to realise any value or utility that the Token may hold now or in future.

  28. Targeting of Tokens, the NFT Sale, the Project Purpose and the Seller by malicious persons

    Tokens, the NFT Sale, the Project Purpose (if and when developed) and the Seller may be targeted by malicious persons who may attempt to steal Tokens or the Proceeds, or otherwise intervene in the NFT Sale, the Project Purpose or the Seller.

    This includes (but is not limited to) interventions by way of:

    1. distributed denial of service;
    2. Sybil Attacks;
    3. phishing;
    4. social engineering;
    5. hacking;
    6. smurfing;
    7. malware;
    8. Double Spending;
    9. misinformation campaigns; and
    10. spoofing.
  29. Targeting of data through the platform

    The Seller will have access to a large amount of information through the NMC Box Sale and the NFT Sale and Project Purpose, and the improper use or disclosure of such information could harm its reputation and/or the operation of Tokens and the Project Purpose. The Seller may experience security breaches and be subject to attacks, which may compromise the security of the information stored or controlled by the Seller. The Seller may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Failure to do so would result in a loss in confidence of the Seller’s business, Tokens and the Project Purpose.

  30. Targeting of Purchaser by malicious persons

    Malicious entities may target you in an attempt to steal any Tokens or virtual assets that you may hold, or to claim any Tokens that you may have purchased. This may involve unauthorised access to your Digital Wallet, your private keys, your virtual assets addresses, your Account, your email or social media accounts, as well as unauthorised access to your computer, smartphone and any other devices that you may use.

    You alone are responsible for protecting yourself against such actions.

  31. Payment using Eligible Virtual Assets

    Certain Eligible Virtual Assets may be securities or regulated products in your jurisdiction. You should satisfy yourself that payment using a particular Eligible Virtual Assets is lawful in your jurisdiction.

F. Definitions of the specific terms and conditions

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, advisors of the Seller.

Digital Wallet means any blockchain addresses which you own on the Solana network or any other applicable network.

NMC Box means a Neopets Metaverse Collection Token ($NMC), a fungible SPL token issued on the Solana network that can be used to redeem a Neopets NFT as part of the Redemption Process.

NMC Box Closing is defined in Section A (“Overview of the NFT Sale”).

NMC Box Launch means 12 November 2021 at 09:00 UTC.

Eligible Virtual Asset means any virtual assets accepted by the Seller as a means to make payment on its Website for participation in the NFT Sale.

Gas means an amount of SOL which is expended in the transfer of SOL as a transaction cost for using the Solana network.

Image means the copyright subsisting in the depiction of the Neopet or other image designated by the Seller for the purposes of an NFT.

Maximum NMC Box Supply is defined in Section A (“Overview of the NFT Sale”).

Maximum NFT Supply is defined in Section A (“Overview of the NFT Sale”).

Migration means moving the Tokens from the Solana network to another blockchain, in accordance with the Terms and Conditions.

Neopet means a unique virtual pet, the copyright in which is held by the Seller.

Neopets Platform means the platform used to redeem NFTs as described in the Redemption Process and the gallery as described on the Seller’s website, which the Seller intends to further develop and provide access to following the NFT Sale.

NFT means a non-fungible-token in relation to a Neopet, issued by the Seller in relation to an Image.

NFT Closing is defined in Section D clause 1 (“NFT Launch and NFT Closing”).

NFT Launch means either:

  1. immediately after the Maximum NMC Box Supply is reached; or
  2. 15 November 2021 at 09:00 UTC.
  3. whichever comes first.

NFT Sale means the sale process for acquiring a Neopet NFT and includes both the purchase of the NMC Box and the Redemption Process.

Pricing Schedule means the pricing schedule for the purchase of NMC Boxes detailed in Section C clause 5 (“Pricing Schedule”)

Project Purpose includes:

  1. Neopets Platform; and
  2. any applicable utility of the NFT as determined, described and announced by the Seller in its absolute discretion on its Website from time to time.

Purchaser means you or any person who makes Payment or who purchases or holds Tokens. For the avoidance of doubt, Purchaser includes subsequent holders of Tokens in accordance with Section C clause 4 (“Transferability of the NFT”) of the General Terms and Conditions and Section B clause 2.

Redemption Process means the process described in Section D of these Specific Terms and Conditions

SOL means Solana, the cryptographic token native to the Solana network.

Solana means the decentralised platform as described at https://solana.com/.

SPL means the Solana token standard as published at https://spl.solana.com/token.

Tokens means NFTs and NMC Boxes.

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