The Terms and Conditions defined herein apply to the purchase of the whole or part thereof of Heartstrings Movie Production Non-Fungible Token Type01 Value03 (“the NFT”).

By accepting these Terms and Conditions, the Purchaser consents to their entry into a legally binding agreement with Heartstrings Productions Incorporated, a Company incorporated under the provisions of the Companies Act Cap. 308 of the Laws of Barbados under company number 45399 and whose registered office is Ground Floor Annex, Halsworth, Welches, St. Michael, Barbados (hereinafter referred to as “the Company”), the original creator of the NFT.

1. In this Agreement, unless stated otherwise:
(a) The Agreement shall be “discharged” where:
(i) The Promotional Entitlement is claimed by a Purchaser; or
(ii) The Period of Redemption has come to an end.

(b) “Net Profit” means the amount accrued in profit through the sale of the film less any and all costs and taxes related to its production, marketing and sale.

(c) “Parties” means both the Company and the Purchaser of the NFT or part thereof.

(d) “Period of redemption” means the period within which the Purchaser can redeem the promotional entitlement, unless the agreement has been previously discharged. This period shall commence 1 March 2022 and conclude on 31 March 2023.

(e) “Promotional Entitlement” means the amount eligible to be claimed by the Purchaser under and pursuant to this Agreement.

(f) “Purchaser” means the person or entity to whom ownership of a part or a whole of the NFT or part thereof is transferred and lies, by reason of their entry into a smart contract for the sale and purchase of the NFT or part thereof.

2. The Purchaser, by virtue of their purchase of 1/55 of the NFT is eligible to claim a Promotional Entitlement of the amount equal to .00272% of the Net Profit of the Film, for each 1/55 of the NFT calculated as at the time of submission of the claim in accordance with Clause 8 below.

3. Upon the Purchaser’s entry into this Agreement, the right to claim shall automatically vest in the Purchaser at the point of sale.

4. A claim for the Promotional Entitlement by a Purchaser shall be made only once, after which this Agreement shall be deemed to be discharged and shall cease to have further effect or to impose further obligations on the parties or any future Purchaser of the NFT.

5. The claim for the Promotional Entitlement must be made within the Period of Redemption.

6. Where, upon the end of the Period of Redemption, a claim for a Promotional Entitlement is not made by the Purchaser, the Company shall disburse the amount owed to the Purchaser calculated as at the 11:59 pm on 31 March 2023, within a reasonable time.

7. Any and all profit accruing after 31 March 2023 shall not be subject to redemption by the Purchaser but shall vest solely in the Company.

8. To claim the Promotional Entitlement, the Purchaser must submit their claim through the online portal located at www.bgifilms.com once qualified under the terms of this Agreement.

9. The Company shall be deemed to have been served with the claim for Promotional Entitlement at the time of its submission under Clause 8.

10. Upon receipt of the claim for the Promotional Employment, the Company shall, within two (2) business days, transfer the amount due as Promotional Entitlement to the Purchaser, in the form of the cryptocurrency, Ethereum less the cost/gas price of the transaction itself, once satisfied of the Purchaser’s eligibility.

11. The Purchaser shall not have ownership of the NFT by virtue of their purchase of a part of the NFT and of their entry into this Agreement, unless they fall under the requirements of Clause 14 below.

12. The purchaser shall not be allowed to sell, trade, or transfer the portion of the NFT.

13. The Purchaser shall have viewing access to the NFT of which they have an interest, through access to the crypto-wallet in which it is stored, of which ownership shall vest in the Company.

14. Where a purchaser purchases the full 55 parts of a single NFT, he shall have ownership of the NFT, and shall be allowed to sell or trade the whole of the NFT. He shall also be entitled to all other benefits of a 1/55 purchaser under this Agreement.

15. The Purchaser shall have no authority to make any statements, representations or commitments of any kind which would have the effect of binding the Company in any way whatsoever, except as may be expressly provided herein or otherwise authorised through Agreement in writing between the Parties.

16. The Purchaser shall receive approval by way of written consent for the creation and distribution of Marketing material related to the film or the company where such material is not released by the Company through its official channels and/or its lawful agents, representatives, or distributors. However, this Clause shall not prevent the Purchaser from re-posting material released by the Company in promotion of the film, but without any remuneration due, owing or expected as a result of such promotion, unless otherwise separately agreed.

17. No right or claim to the Intellectual Property and Associated rights to the film shall accrue to the Purchaser by way of the purchase and/or sale of the NFT or by virtue of this Agreement.

18. Where the Purchaser dies before the expiration of the period of redemption, the right to claim the Promotional Entitlement shall not pass to his/her heirs unless sufficient evidence indicating that person/entity’s right to entitlement is produced and accepted by the Company, within its reasonable discretion.

19. The Purchaser shall not be liable for any losses, debts or liabilities of the Company relating to the film or otherwise as a result of the entry of the parties into this Agreement.

20. The amount of the claim shall not fluctuate with the market price of Ethereum.

21. This Agreement shall take immediate effect upon the purchase of a portion of the NFT.

22. The overall terms of this Agreement shall be governed by, construed and interpreted in accordance with the Laws of Barbados, and any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Barbados legal system.