Terms & Conditions
The Terms and Conditions defined herein form an ancillary agreement inherently based in and running
with each execution of a smart contract on the blockchain for the purchase and sale of Heartstrings
Movie Production Non-Fungible Token Type02 Value03 (“the NFT”), except where this agreement
has been duly discharged, in accordance with this agreement, at which time these Terms and Conditions
shall cease to be effective and cease to run with the further purchase and sale of 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.
(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 the NFT is
transferred and lies, by reason of their entry into a smart contract for the sale and
purchase of the NFT.
2. The Purchaser, by virtue of their entry into this Agreement is eligible to claim a Promotional
Entitlement of the amount equal to 0.15% of the Net Profit of the Film, calculated as at the
time of submission of the claim in accordance with Clause 8 below.
3. Upon the sale of the NFT to which this Agreement is collateral, 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 any Purchaser of the NFT, 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 Seller in any smart contract for the sale of the NFT shall not be allowed to retain the right
to claim the Promotional Entitlement under this Agreement after the sale of the NFT.
12. 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.
13. 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.
14. 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.
15. 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
16. 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.
17. This Agreement shall take immediate effect on the date and year first hereinbefore mentioned.
18. 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.