CHARLES & KEITH
TERMS & CONDITIONS OF THE BOTH PARIS X CHARLES & KEITH NFT AUCTION

CHARLES & KEITH (Singapore) Pte Ltd is a Singaporean company with Company Registration Number 200802300D, having its registered office at 6 Tai Seng Link, #08-00, Charles & Keith Group Headquarters, Singapore 534101 (“CHARLES & KEITH” “We” or “Us”). CHARLES & KEITH has created 1 animated graphic blockchain-tracked, non-fungible token (the “NFT”) that features a three-way collaboration product among CHARLES & KEITH, Both Paris and Pezzo di Studio as the creator of @unreal.zoe. The NFT is being sold by CHARLES & KEITH on Magic Eden, a marketplace offered by Euclid Labs, Inc, located at https://magiceden.io/ (“Magic Eden”) from 4 October 2022 to 10 October 2022 (the “Auction”).

These terms and conditions constitute a legally binding agreement (the “Agreement”) between, (i) the participants to the Auction (referred to herein collectively as the “Participants” or individually as the “Participant”), the Participant who successfully provided the highest bid and has been granted the ownership of the NFT or any subsequent owner of the NFT where proof of such ownership is recorded on the relevant blockchain (referred to herein as the “Owner”) (the Participants and the Owner are collectively referred to herein as “You” or “Your”), and (ii) CHARLES & KEITH. This Agreement governs the purchase of the NFT as part of the Auction, details of which is further described on the dedicated website https://www.magiceden.io/auction/imaginary_you_both_x_charles_&_keith and the subsequent use of the purchased NFT.

By entering into this Agreement and/or by bidding in the Auction, You expressly acknowledge that You understand this Agreement, accept all of its terms and agree to be bound by this Agreement and all of the terms incorporated herein and all of Third Party Services’ Terms of Service, in particular Magic Eden’s Terms of Service available at https://magiceden.io/terms-of-service.pdf (the “Magic Eden Terms of Service”). If You do not agree to the terms and conditions of this Agreement and/or third-party services’ Terms of Service, You may not bid in the Auction or benefit from the Owner’s Rights.

1. . DEFINITIONS

   “Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with the NFT.
   
   “Name and Likeness” means names, nicknames, images, likeness, marks, copyrights, trade dress colours, trade dress designs, and/or all other intellectual properties of CHARLES & KEITH and/or Both Paris and/or Pezzo di Studio.
   
   “Owner’s Rights” means the rights to the NFT granted by this Agreement to the Owner.
   
   “Third Party Services” means any services not operated by CHARLES & KEITH, but provided to You in relation to the Auction or use of the NFT, including but not limited to services provided by Magic Eden; payment services; purchase, sale and exchange of digital assets; digital asset wallet; hardware wallet; storage services for the NFT.

 
2. . BIDDING CONDITIONS
   1.  Only individuals who have the right and authority, in accordance with relevant applicable laws, to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof may participate in the Auction. You may not allow other persons to use Your Magic Eden user credentials, and You agree that You are the sole authorised user. You further represent and warrant that You are at least 18 years old, or the age of majority in Your country or territory, whichever is older.
    
   2.  As the successful bidder, Owner agrees to pay (i) the price of the NFT to CHARLES & KEITH, pursuant to the amount and payment method displayed on the Magic Eden platform page dedicated to the NFT; (ii) all applicable fees associated with the transaction, including but not limited to Third Party Services’ fees pursuant to Third Party Services’ Terms of Service as applicable (Third Party Services’ fees can include but not limited to gas fees); and (iii) all applicable taxes in accordance with Clause 11.
    
   3.  As the successful bidder, Owner further agrees to provide CHARLES & KEITH with all information and documents CHARLES & KEITH requests in order to verify Your identity and to confirm that the cryptocurrency payment was made from the Owner’s crypto wallet. This verification may take up to three (3) weeks and consequently postpone the effective transfer of the purchased NFT from CHARLES & KEITH’s crypto wallet to the Owner’s crypto wallet, which shall not occur in any event prior to the expiry of a fourteen (14) day period.
    
   4.  CHARLES & KEITH may also require You to provide additional information and documents in cases where it has reasons to believe that You are involved in money laundering or in any other illegal activity or that You are in breach of this Agreement. In such cases, CHARLES & KEITH, in its sole discretion may pause or cancel Your Auction and, as the case may be, is entitled to deny the transfer of the NFT to the Owner’s crypto wallet and terminate the Agreement in the condition defined in Clause 6 below.
    
   5.  You acknowledge and agree that in some countries, and for certain people or entities, there may be restrictions on the purchase of non-fungible tokens under applicable export control and sanction laws and regulations or restrictions on the sale of non-fungible tokens, and therefore Your ability to purchase the NFT may be limited or restricted without any liability of CHARLES & KEITH.
    
 
3. . OWNERSHIP
   1.  You acknowledge and agree that CHARLES & KEITH and/or Both Paris and/or Pezzo di Studio own(s) all legal right, title and interest in and to the NFT and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the NFT are limited to those expressly stated in Clause 4 of this Agreement. CHARLES & KEITH and/or Both Paris and/or Pezzo di Studio reserve(s) all rights and ownership in and to the NFT and Name and Likeness not expressly granted to You in Clause 4 of this Agreement.
    
 
4. . RIGHT
   1.   Owner acknowledges and agrees that the NFT is made available solely for entertainment purposes. Without limiting the foregoing and subject to the Owner’s continued compliance with this Agreement (and Third Party Services’ Terms of Service, in particular Magic Eden’s Terms of Service), CHARLES & KEITH grants the Owner a worldwide, non-exclusive, non-transferable (except as specifically provided below in Clause 4.2), royalty-free license, and solely for the Owner’s own personal, non-commercial use, to (i) store the NFT in the Owner’s crypto wallet; and (ii) display the Art associated with the NFT.
    
   2.   The Owner has the limited right to transfer the NFT through the Magic Eden platform only, provided that the Owner ensures that:
      
      

      a. the transfer is carried out exclusively on Magic Eden;
      
      b. the transferee and any subsequent transferee are bound by all the terms of this Agreement and all the terms of the Third Party Services, in particular Magic Eden’s Terms of Service;
      
      c. the Owner has not prior to the transfer breached this Agreement or the Third Party Services’ Terms of Service;
      
      d. prior to the transfer, the Owner’s license to the NFT has not been terminated;
      
      e. the transferee provides CHARLES & KEITH with a valid e-mail address; and
      
      f. the transferee’s digital wallet is not owned by or associated with (i) a citizen or resident of, or located in, a geographic area that is the target of sanctions or embargoes imposed by the European Union, the United Kingdom, the United Nations or the United States or (ii) an individual, or an individual employed by or associated with an entity, identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the US Department of State’s Debarred Parties List, or similar lists promulgated by the government of the European Union, the United Kingdom, or the United Nations.

      
      

      The Owner transferring the ownership acknowledges and agrees that, upon the transfer of the NFT pursuant to Clause 4.2, (i) the Owner’s Rights granted under Clause 4.1 shall terminate; and (ii) the transferee shall become the new Owner.

    
 
5. . RESTRICTIONS
   1.  Unless expressly permitted in this Agreement or with CHARLES & KEITH’s written consent, You may not:
      
      

      a. modify the Art in any way, including, without limitation, the shapes, designs, drawings, attributes, or colour schemes;
      
      b. use the Art to advertise, market, or sell any third-party product or service;
      
      c. use the Art in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
      
      d. use the Art in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Clause 4.1 above or solely for the Owner’s own personal, non-commercial use;
      
      e. sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Art;
      
      f. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art; or
      
      g. otherwise utilise the Art for Your or any third party’s commercial benefit.

    
   2.  To the extent that the Art contains any third-party intellectual property rights (e.g. licensed intellectual property from Both Paris and Pezzo di Studio), You understand and agree as follows:
      
      

      a. that You will not have the right to use Both Paris’ and/or Pezzo di Studio’s intellectual property rights in any way except as incorporated in the Art, and subject to the license and restrictions contained herein;
      
      b. that, depending on the nature of the license granted from Both Paris and/or Pezzo di Studio, CHARLES & KEITH may need to place additional restrictions on the Owner’s right to use the Art; and
      
      c. upon receipt of CHARLES & KEITH’s written information on such additional restrictions (email is valid), Owner shall be responsible for complying with all such restrictions, and failure to do so shall be deemed a breach of this Agreement.

   3.  The restrictions set forth in this Clause 5 shall survive the expiration or termination of this Agreement.
 
6. . TERMINATION OF THE LICENSE
   1.   The Owner’s Rights granted hereunder shall automatically terminate and all rights shall return to CHARLES & KEITH if:
      
      

      a. at any time the Owner sells, trades, donates, gives away, transfers, or otherwise disposes of the NFT for any reason except as specially provided in Clause 4.2 of this Agreement;
      
      b. the email address the Owner provides to CHARLES & KEITH is no longer valid;
      
      c. Conditions of Clause 2.5 are met;
      
      d. the Owner breaches any of the terms of this Agreement and/or the Third Party Services’ Terms of Service, in particular Magic Eden’s Terms of Service;
      
      e. the Owner has a trustee receiver or similar party appointed for the Owner’s property, becomes insolvent, acknowledges insolvency in any manner, makes an assignment for the benefit of the Owner’s creditors, or files a petition of bankruptcy;
      
      f. the Owner engages in any unlawful business practice related to the NFT;
      
      g. the Owner initiates any legal actions, provided herein, against CHARLES & KEITH and/or and each of its parent, subsidiary and affiliate companies, and each of its respective officers, directors, members, affiliates, agents, attorneys and employees;
      
      h. the Owner disparages CHARLES & KEITH or any parties related to CHARLES & KEITH; or
      
      i. any of the Third Party Services ceases to provide their respective services.

 
7. . DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
   1.  To the maximum extent permitted by applicable laws, the NFT and the Art are provided “as is” and “as available” excluding any warranties of any kind, including, without limitation, any warranty for information, data, uptime or uninterrupted access, any warranties concerning the availability, correctness, accuracy, reliability, usefulness, or content of information, and any merchantability or fitness for a particular purpose, and We hereby disclaim any and all such warranties, express and implied. We do not warrant that the NFT and the Art, content, functions or materials contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected. We make no warranty that the NFT will meet Your requirements. No advice, results or information, whether oral or written, obtained by You from Us or in relation to the NFT and/or the Art shall create any warranty not expressly made herein.
    
   2.  To the maximum extent permitted by applicable laws, We shall not be liable to You for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, Third Party Services, the NFT and the Art, including but not limited to any losses, damages or claims arising from: (i) Your error, such as forgotten passwords or incorrectly construed transactions; (ii) server failure or data loss; (iii) corrupted account files; (iv) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account or (v) security weaknesses, fraud, counterfeiting, and other technological difficulties.
    
   3.  We are not responsible for losses due to blockchains or any other features of the Solana network or Third Party Services, including but not limited to late or no report by developers or representatives of any issues with the blockchain supporting the Solana network, including forks, technical node issues, or any other issues having fund losses as a result. You acknowledge and agree that such technologies are novel, experimental and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing laws thereto.
    
   4.  We have no control over any Third Party Services. You acknowledge and agree that We are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Services, or as a result of any reliance placed by You upon the protection and/or storage of any data You provide to those Third Party Services, or upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Services. Please read the general terms applicable to such Third Party Services as You will be required to comply with such terms.
    
 
8. . ASSUMPTION OF RISK
   1.  As noted above, the NFT is made available solely for entertainment purposes. You agree that You assume the following risks:
      
      

      a. to the extent there is a price or market for a blockchain asset such as a non-fungible token, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including the NFT, and there is no guarantee that the NFT will have or retain any value;
      
      b. the commercial or market value on the NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity in connection with the CHARLES & KEITH and/or Both Paris brand(s);
      
      c. CHARLES & KEITH does not make any promises or guarantees about the availability of the NFT or the Art on the Internet or that it will host the NFT or the Art at any specific location and/or for any specific period of time;
      
      d. upgrades to the Solana platform, a hard fork or other change in the Solana platform, a failure or cessation of Solana, or a change in how transactions are confirmed on the Solana platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation the NFT;
      
      e. the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFT;
      
      f. the risks related to taxation;
      
      g. that non-fungible tokens are not legal tender and are not back by any government; and
      
      h. CHARLES & KEITH is not responsible for any transaction between the Owner and a third party, including but not limited to transfers carried out pursuant to Clause 4.2, CHARLES & KEITH shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, the Owner shall (i) have obtained sufficient information to make an informed decision to license the NFT, (ii) understand and agree that the Owner is solely responsible for determining the nature, potential value, suitability and appropriateness of these risks.

    
 
9. . ADDITIONAL RIGHTS
   1.  The first Owner of the NFT (i.e. the Participant that successfully provided the highest bid and was granted the ownership of the NFT) can redeem the NFT and receive one (1) pair of shoes (from the BOTH x CHARLES & KEITH collaboration collection), one (1) bag (from the BOTH x CHARLES & KEITH collaboration collection) and one (1) exclusive collaboration collectibles (the “Physical Products”) during a fixed time period starting from 11 October 2022, SG Time 0000 and ending 24 October 2022, SG Time 2359 or such other dates as We may decide in Our sole discretion (“Redemption Period”).
    
   2.  To redeem the NFT for the Physical Products, You are required to contact Us through Our @Charles_Keith twitter account and prove that You are the NFT Owner by providing Us with Your email address and sending Us a screenshot of Your crypto wallet (“Redemption Process”).
       
   3.  Delivery of the Physical Products is only available to Austria, Australia, Bahrain, Belgium, Cambodia, Canada, China, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Kuwait, Latvia, Lithuania, Luxembourg, Macau, Malaysia, Malta, Mexico, New Zealand, Netherlands, Norway, Oman, Panama, Philippines, Poland, Portugal, Qatar, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, The United States of America, United Arab Emirates, United Kingdom and Vietnam.
    
   4.  If You fail to redeem the NFT for the Physical Products within the Redemption Period, You shall lose all rights to redeem the same and We shall be entitled to dispose of or deal with (by sale or otherwise) any of the Physical Products. We shall be discharged of any liability to you whatsoever in respect of the Physical Products.
    
   5.  We shall not be responsible or liable to You or any other party for errors or failures to execute any redemption, including, without limitation, errors or failures caused by: (i) Your failure to follow Our instructions for the Redemption Process; (ii) any incorrect information submitted by You during the Redemption Process; or (iii) any other failure to execute Your redemption request or for errors or omissions in connection with this Agreement.
    
   6.  Once redeemed, there shall be no exchanges, returns and/or refunds of the Physical Products.
    
   7.  The Owner of the NFT (i.e. the Participant who successfully provided the highest bid and has been granted the ownership of the NFT or any subsequent owner of the NFT where proof of such ownership is recorded on the relevant blockchain) is entitled to be notified of future launch(es) of non-fungible token(s) by CHARLES & KEITH (“Pre-launch Notification(s)”).
    
   8.  To Pre-launch Notification(s), You are required to contact Us through Our @Charles_Keith twitter account and prove that You are the NFT Owner by providing Us with Your email address and sending Us a screenshot of Your crypto wallet (“Verification Process”).
    
   9.  We shall not be responsible or liable to You or any other party for errors or failures to provide Pre-launch Notification(s), including, without limitation, errors or failures caused by: (i) Your failure to follow Our instructions for the Verification Process; (ii) any incorrect information submitted by You during the Verification Process; or (iii) any other failure to provide Pre-launch Notification(s) or for errors or omissions in connection with this Agreement.
    
 
10. . GOVERNING LAW
    1.  This Agreement shall be governed by and construed in accordance with the laws of Singapore.
     
    2.  Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre ("SIAC") or at such other venue in Singapore as the Parties may agree in writing in accordance with the SIAC Rules. A tribunal shall consist of a single arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
     
 
11. . INDEMNITY
    1.  You will defend, indemnify, and hold CHARLES & KEITH, including each of its respective affiliates, subsidiaries, parents, successors and assigns, and each of CHARLES & KEITH’s respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of Your license, sale or possession of the NFT and/or Your participation in the Auction, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of Your own interaction with such third party; (3) any allegation that any materials that You submit to Us or transmit in the course of the Auction, communications seeking CHARLES & KEITH’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Auction or the NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
     
 
12. . TAXES
    1.  You are responsible for all applicable tax including any VAT, sales or compensating use tax or equivalent tax wherever such taxes may arise. The successful bidder is responsible for any applicable taxes including any sales or use tax or equivalent tax wherever such taxes may arise on the price, the buyer’s premium, and/or any other charges related to this Auction. The applicable sales tax rate will be determined based upon the state or country where You are located. CHARLES & KEITH is not responsible for determining the taxes that may apply to Your transaction(s).
     
 
13. . PERSONAL INFORMATION
    1.  We use the personal information in order to provide You with services relating to the Auction and the NFT, including to manage Our contractual relationship with You under this Agreement.
     
    2.  You have certain rights regarding Your personal information, including the following rights to: access Your personal information; rectify the information We hold about You; erase Your personal information; restrict Our use of Your personal information; object to Our use of Your personal information; receive Your personal information in a useable electronic format and transmit it to a third party (right to data portability); and lodge a complaint with Your local data protection authority.
     
    3.  Please read Our Privacy Policy accessible at https://www.charleskeith.com/sg/information/privacy-policy.html, to get further information regarding the way We process Your personal information and the modalities for exercising the abovementioned rights.
     
 
14. . TRANSLATION
    1.  If You are provided a translation of this Agreement, the original version in English shall be used in deciding any issues or disputes which arise under this Agreement.
     
 
15. . SEVERABILITY
    1.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
     
 
16. . VARIATION
    1.  We may revise this Agreement from time to time. You should read this Agreement carefully prior to the purchase of the NFT.
     
    2.  The Agreement in force at the time of the purchase of the NFT shall apply. If We revise this Agreement and You have already purchased the NFT, the revised Agreement will not apply to such purchase.
     
 
17. . OTHER IMPORTANT TERMS
    1.  The Agreement in force at the time of the purchase of the NFT shall apply. If We revise this Agreement and You have already purchased the NFT, the revised Agreement will not apply to such purchase.
     
    2.  This Agreement is between You and Us. No person who is not a party to this Agreement shall have any rights to enforce any of its terms. The rights of the parties to terminate, rescind or agree to any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
     
    3.  If We fail to insist that You perform any of Your obligations under this Agreement, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and any written waiver does not mean that We will automatically waive any later default by You.
     
 
18. . CONTACT US
    1.  If You have any questions or concerns, You can contact Us via e-mail at customers@charleskeith.com.