General Terms And Conditions For The Sale Of Healing Project Non-Fungible Tokens (NFTs)

This General Terms Purchase Agreement (this "Agreement"), dated as of March 1st, 2022, is entered into between Cantura Inc. ("Seller") and any of the Purchasers of the NFTs (as defined in Section 1) ("Buyer") and sets out the terms and conditions governing each NFT token that is offered, sold, or transferred to any person (which may be an individual or an entity). If you sell, purchase, transfer, or acquire an NFT or a fraction of the NFT, you agree to be bound by the terms of this Agreement.

  1. Recitals. WHEREAS, Seller is a company specializing in novel polyphenols for therapeutic use and has a developing intellectual property portfolio that includes multiple production processes and use methods for hemp molecules; WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller certain rights of Vendor to a set number of Ethereum-based non-fungible token(s) complying with the ERC-721 standard, ERC-1155 standard or other similar non-fungible token standard set out in the Ethereum blockchain contract (each an “NFT” and collectively the “NFTs”) representing artwork, community access and certain other utility associated with The Healing Project (the “Project”) through a Public Sale (as defined hereinafter) subject to the terms and conditions set forth herein;

    NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  2. Applicability. (a) These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the NFTs by the Seller to the Buyer which shall also be named on the blockchain upon payment of the “buy now” purchase price or the “highest bid” price upon completion of the auction. Notwithstanding anything herein to the contrary, if a smart contract is entered into by both parties on the blockchain, covering the sale of the NFTs covered hereby, the terms and conditions of this Agreement shall prevail to the extent they are inconsistent with these Terms. (b) The accompanying Etherscan transaction confirmation (the "Sales Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. (c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Utility (as defined in Section 5) and delivery of such Utility associated with the NFTs without the consent of Buyer provided that such changes do not materially affect the nature or scope of the NFTs or the Utility included therein.

  3. Transfer of NFTs. (a)The NFTs will be registered on the Ethereum blockchain within a reasonable time after the receipt of Buyer's payment. Seller shall not be liable for any transaction fees, delays or loss in transit. (b) Seller shall use reasonable efforts to render the Utility specified hereunder as of the Sales Confirmation and a reasonable period of time thereafter.

  4. NFT License. (a) Upon purchase of an NFT, the Seller shall grant to the Buyer a general NFT license (the “License”) that states the terms and conditions governing each NFT that is offered, sold, or transferred to any person (which may be an individual or an entity). If the Buyer sells, purchases, transfers, or acquires an NFT, the Buyer agrees to be bound by the terms of this License included herein. (b)The following definitions shall apply to this License: (i) “Art” means any art, design, drawing, fictional character, illustration, image, vector, video, 3D asset, template asset, or other pictorial or graphic work associated with the NFT. (ii) “Economic Activity” means any activity engaged in to obtain income, regardless of whether or not the activity is aimed at making a profit. (iii) “NFT” has the meaning ascribed thereto in the Recitals.

    (c) Intellectual Property Ownership: (i) Buyer shall own an NFT if the Buyer’s ownership of the NFT is cryptographically verified on the Ethereum blockchain. As an NFT owner, the Buyer owns the non-fungible token—i.e., the digital token recorded on the blockchain and the Art associated with the token. (ii) Buyer acknowledges that all intellectual property and proprietary rights in the research, studies, formulations and general concepts of the Project are owned by the Seller and any such elements included in any of the Utility associated with the NFT shall remain Seller property irrespective of the NFT transfer. (iii) Buyer does not have a right to use any trademarks or logos owned by Seller.

    (d) Buyer License (i) Once Buyer purchases an NFT, then Seller shall grant to Buyer a personal, non-sublicensable, non-exclusive, license to use, copy, display, modify, and create derivative works from the Art, subject to the limitations described herein. (ii) Transferring an NFT. Buyer may sell or transfer the Art associated with the NFT without approval from the Seller, and upon such sale or transfer, Buyer’s entire license to the Art and any associated rights will transfer to the new owner subject to the payment of the Royalty Fee (as defined in Section 9). The new owner will enjoy the license and any associated rights described in above, provided that the new owner’s ownership of the NFT is cryptographically verifiable on the Ethereum blockchain. Any transfer of the Utility associated with the NFT by the Buyer to a third-party shall require prior written consent of the Seller. (iii) Restrictions. You agree to not use the Art (A) in any way that is unlawful, pornographic, defamatory, abusive, harassing, obscene, libelous, harmful to minors, racist, sexist, homophobic, or otherwise objectionable to a reasonable person; or (B) in any way that would create any liability or risk to the Seller including by creating a conflict with its existing, service providers or partners which may result in an action being brought against the Seller by any third-party at the sole discretion of the Seller.

  5. Utility. In addition to the License to the artwork, the Buyer will also receive the following Project utilities associated with the Project (each a “Utility” and together, the “Utilities”): (a) Priority access to Project findings from research and development on journals, articles, blockchain and other mediums to share information about clinical programs and findings with written acknowledgement of the Buyer’s support for the Project; (b) Ability to meet with Seller on certain matters related to the direction of the Project and research associated thereto including the selection of a “Cause of Choice” to receive 1% of annual profits from the Seller as of June 30, 2023 for the previous 365 calendar days. The “Cause-of-Choice” options provided shall be evaluated on a yearly basis, selected by the Buyer, and approved by the Seller using the Cantura Cause-of-Choice Framework; (c) Invitation of the Buyer to to participate in working groups of the Seller to participate, observe, ask questions and report to public the Project progress; (d) Early priority Whitelist access to any new projects by the Seller; and

  6. Limitations and Exclusions: (a) Seller retains all rights and interest in all the underlying intellectual property. methodology and formulations related to the research, design and development of products associated with the Project or otherwise. (b) Seller retains the right to launch additional projects under the name “Healing Project” with new artwork every three (3) years from the date the NFT is transferred to the Buyer. Such new projects will focus on social mandates to benefit the global community at large. (c) The rights of the Buyer given at the point of purchase of the Project are non-fungible and cannot be awarded to another party except in accordance with Section 18.

  7. Use of Proceeds. The proceeds from the sale of the NFTs will be used by the Seller to: (a) advance research and development activities of the Project. This may include, among other things, providing financial support to production, supply chain, logistics, clinical discovery and trials; and marketing to bring the Sellers products to market; and (b) publishing findings from clinical findings and research and development in journals, articles, blockchain or other mediums. (c) Other uses that benefit The Healing Project community

  8. Buyer's Acts or Omissions. If Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

  9. Price. (a) All Prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets. (b) Any resale of NFTs will be subject to an automatic 10% royalty calculated on the total re-sale price and shall be awarded to Seller from the proceeds of sale received by Buyer as a royalty (the “Royalty”)

  10. Payment Terms. (a) The Public Sale, if required, will be conducted through a reputable NFT marketplace, like www.opensea.com or equivalent.(b) The payment and following transfer of the NFTs will occur on the Ethereum blockchain with ownership of the NFTs registered on the blockchain and verified using the Ethereum Etherscan transaction record.

  11. Warranty.
    SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE NFTS OR UTILITY, INCLUDING ANY (a) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (b) CONDITION OR WARRANTY OF TITLE; or (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

  12. Limitation of Liability.
    (a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    (b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER OR 100,000.00 CAD, WHICHEVER IS LESS.
    (c) The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from Seller's gross negligence or wilful misconduct and (ii) death or bodily injury resulting from Seller's acts or omissions.

  13. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.

  14. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; or (b) has not otherwise performed or complied with any of these Terms, in whole or in part.

  15. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  16. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, research findings, formulations, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

  17. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's ("Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19); (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) national or regional emergency; (g) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; and (h) shortage of adequate power or telecommunications or transportation facilities; and (i) failure of any governmental or public authority to grant a necessary licence or consent. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of Sixty (60) consecutive days following written notice given by it under this Section 18, the other party may thereafter terminate this Agreement upon Five (5) days' written notice.

  18. Assignment. Buyer may assign any of its rights to the Art associated with the NFTs through a resale of the NFTs without the Sellers consent. Buyer may only assign its rights in the Utility associated with the NFT or delegate any of its obligations under this Agreement with the Sellers prior written consent. Any other purported assignment or delegation in violation of this Section is null and void.

  19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

  21. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

  22. Choice of Forum. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

  23. Notices. All notices, request, consents, claims, demands, waivers and other communications between the Seller and Buyer hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addressed designated by the Buyer and if to the Seller to: hello@canurta.com with CC: akeem@canurta.com or by mail to 2425 Matheson Blvd. E, Suite 807, Mississauga, ON, Canada
    L4W 5K4. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the seventh day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

  24. Severability. 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.

  25. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Payment Terms, Compliance with Laws, Confidential Information, Governing Law, Choice of Forum and Survival.

  26. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

Subscribe to Canurta.eth
Receive the latest updates directly to your inbox.
Verification
This entry has been permanently stored onchain and signed by its creator.