V-PAD Issuance Contract

Version 1.0 - 16th October 2022
1. Preamble

WHEREAS the present contract deals with the issuance of the 27’905 V-PAD tokens;

WHEREAS the Issuance contract binds the Company with any Acquirer; 

WHEREAS the present contract refers to and discuss the License contract of the V-PAD tokens;

WHEREAS the License contract binds the Company with the Sub-Licensee n°1; 

WHEREAS the V-PAD are issued by Vertikal LLC; 

WHEREAS there are no rights embedded in the V-PAD token itself; 

WHEREAS the V-PAD are NFT tokens on the Ethereum blockchain representing a unit in Vertikal’s building in the metaverse; 

WHEREAS the V-PAD token serves as a title of proof in the legal relationships (License contract) binding the Licensor and the Sub-Licensee n°1;

WHEREAS the licensing of rights is based on the copyright of the Creator over the Work of Art, which are owned by the Company, and sub-licensed to the Sub-Licensee n°1, which can contractually sub-license it himself to the Sub-Licensee n°2;

2. Definitions

Acquirer The Acquirer of the V-PAD token as depicted in the Cap Table under its public address on Ethereum; The Acquirer is presumed to be also a licensee (possibly Sub-Licensee n°1, but usually Sub-Licensee n°2). It can be any person acquiring the V-PAD tokens after the sale of the tokens by the Company on the primary market;

AMLA
Swiss Anti-Money Laundering Act;

Authority
Any competent regulatory or legal authority;

BC
Berne Convention, for the Protection of Literary and Artistic Works as revised at Paris on 24 July 1971, SR 0.231.15; 

Buyer
See First buyer; 

Buyer’s email
The email as communicated by the Sub-licensee n°1 for notification purpose; 

Buyer’s Wallet
The crypto wallet address as communicated by the Sub-licensee n°1; 

Cap Table
The Cap table on the Ethereum blockchain corresponding to the V-PAD address;

CHF
Swiss Francs; 

Company
See Vertikal LLC; 

Company’s Wallet
The address of the company’s wallet (PKEY), as mentioned in writing by the Company on its Website. The address of the Company’s Wallet can be amended in writing by the Company.[add here the address of the company’s wallet PKEY, also precise the blockchain, the compatible network for interoperability purposes, and all other information necessary for an efficient transfer to occur] ;

CopA
Federal Act on Copyright and Related Rights, SR 231.1; 

Copyrighted Work (CW)
The Work as described under article 7.1 of the present contract. The CW is meant individually (1/27’905) unless expressly mentioned otherwise. 

Creator
The Author of the Copyrighted Work. The creators are the members of the Vertikal team; 

Digital Space
The digital space of a given V-PAD, as represented in the metaverse. This representation is embodied in a computer code and in the space it is transcribed into the metaverse; 

DPA
Swiss Data Protection Act; 

ETH or Ethereum
Ethereum blockchain. See art.5;

FinMIO
Swiss Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading;

FinSA
Federal Act on Financial Services, SR 950.1;

First Buyer
The first person to whom the V-PAD token is sold and vested at the time of the Launch date. This person is also the Sub-Licensee n°1

FMIA
Federal Market Infrastructure Act, SR 958.1;

Issuance contract
The contract relating to the issuance of the V-PAD token(s) and its administration. The issuance contract is concluded between the Issuer and any Acquirer of the V-PAD token;

Issuer
The Issuer of the V-PAD tokens and its smart contract. Originally Vertikal LLC; 

Issuer’s website
See Website; 

Launch date
The date marking the beginning of the public offering of the V-PAD tokens on the primary market (ICO). 

Launch event(s)
The public or private sale of V-PAD NFT as highlighted on the Company’s social media and Website;  

Ledger
See Register; 

Legal assessment
The legal opinion relating to the V-PAD tokens; 

License A
The first type of License as depicted under art. 7 of the present contract; 

License contract
The contract(s) relating to the License between Vertikal LLC as Licensor and the Sub-Licensee n°1. There are several type of license;

License Term
See art.7; 

Licensor
See Vertikal LLC; 

Marrakesh Treaty (MT)
Treaty of Marrakesh to facilitate access by the blind, visually impaired and other reading difficulties of printed texts to published works SR 0.231.175. 

Minting event
The Moment V-PAD tokens are minted by the Buyer; 

Minting Period
The timeframe when the V-PAD tokens can be minted; 

NFT
Non-fungible token. NFT refers to the V-PAD tokens, which is a collection of 27’905 tokens each technically bound to the Copyrighted Works; 

OMIA
Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading, SR 958.11;

Parties
See art.3 of the present contract; 

PILA
Federal Act on Private International Law, SR 291;

Register
See Ethereum;

Stakeholders
Third-parties to the present contract with an interest in the License or Issuance contract;

SCO
Swiss Code of Obligations, SR 220;

SR
Swiss Systematic Register; 

Sub-License contract
The Sub-License contract binding the Sub-Licensee n°1 and the Sub-Licensee n°2;

Sub-Licensee n°1
See the First Buyer

Sub-Licensee n°2
Any person to whom the Copyrighted Work is Sub-licensed after the First Buyer. 

Sub-Licensees
The Sub-Licensee n°1 and n°2 together; 

V-Kode
A picture representing the digital fingerprint of a given V-PAD unit; 

V-PAD
Means a utility token representing a unit in the Vertikal building on the Ethereum blockchain. Depending on the context, it might refer to the collection of 27’905 tokens or a single token (1/27’905). See also NFT;

Vertikal LLC
Vertikal LLC (CHE-456.008.300), c/o F Trust AG, Bahnhofplatz, 6300 Zug, Switzerland. See also, the “Company” or the “Issuer” or the “Licensor”;

Vertikal project
If not specified, the project as described in the latest version of the Whitepaper and its appendices; 

Website (the)
www.vertikal.art including all its affiliated domains; including but limited to vertikal.art, vertikalmetaverse.com, vertikal-metaverse.com, vk.fish and vertikal.eth;

Whitepaper
If not specified, the latest version of the Whitepaper.

3. Parties & Stakeholders
3.1 In general

This Issuance contract binds Vertikal LLC with the Acquirer, whereas the License contract binds Vertikal LLC with the Sub-Licensee n°1. The Sub-Licensee n°1 and the Sub-Licensee n°2 are bound by a separate Sub-License contract. 

The stakeholder involved in this nexus of relationships are: 

  1. The Issuer and Licensor: Vertikal LLC
  2. The First Buyer and the Sub-Licensee n°1

The First Buyer is identified by the Company during the Launch event notably via his Ethereum address as depicted in the Cap Table.

  1. The Acquirer (of the V-PAD token)

The Acquirer is identified via his Ethereum address as depicted in the Cap Table.

  1. The Sub-Licensee n°2 

The Sub-Licensee n°2 is presumably also the Acquirer. He is identified via the Ethereum address as depicted in the Cap Table.

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3.2 Consent to the Issuance contract

By being transferred a V-PAD token as depicted under the Cap table, the Acquirer is bound to the present Issuance contract.

3.3 Personal scope

Hereby, the Acquirer acknowledges that he has full legal capacity, power and authority to enter and be bound to this Issuance contract. 

The Acquirer concludes the contract in its own name. No representation for a third-party is allowed.

3.4 Geographical scope

The Acquirer may enter into this agreement only if he meets the following personal conditions. The Acquirer must not be a citizen nor reside in one of the following countries:

The list of countries may be adapted at any time unilaterally by the Issuer. 

No active direct solicitations, nor publicity, nor marketing campaigns have been conducted in any of the countries mentioned above.

3.5 Compliance with local law, contracts & overall regulations

The Acquirer hereby acknowledges and abides to respect all rules and regulation it falls under, be it from a local or international point of view. In particular, the Acquirer asserts the facts he will and does respect notably tax and anti-money laundering regulations applicable. 

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In addition, the Acquirer must imperatively respect the Sub-license contract. This provision shall survive any termination of the Issuance contract.

3.6 KYC procedure

The Acquirer accepts to provide any information required by the Issuer, notably information regarding its identity. At the Issuer’s request, the Acquirer undergoes a KYC procedure. The latter bears the cost of the KYC procedure.

4 Jurisdiction & Applicable law
4.1 The present contract

The exclusive place of jurisdiction, the place of performance and debt enforcement shall be the competent Courts & Authorities of Geneva, Switzerland. 

The exclusive place of jurisdiction for all types of proceedings (including provisional measures) related to the subject matter of the present issuance of the NFT (V-PAD), the License contract or its administration by the Issuer shall be Geneva, Switzerland. 

Any contractual relation arising from or pertaining to the Issuance contract or the present contract is governed by, and interpreted and construed in accordance with Swiss Law. Excepted are the rules on conflict of laws and the United Nations Convention on the Sales of Goods.

All other jurisdictions and applicable law are hereby expressly excluded by the Parties.

4.2 V-PAD tokens

The V-PAD tokens are titles issued under and according to Swiss Law (art. 116 PILA; see also art. 145a PILA by analogy). 

All other jurisdictions and applicable law are hereby expressly excluded.

4.3 Sub-License contract

The Sub-License contract falls under the law chosen by the Sub-Licensee n°1 and the Sub-Licensee n°2.

5 Technical considerations on the V-PAD
5.1 Functioning of the ETH blockchain

The functioning of the blockchain is depicted in the technical documentation of Ethereum Foundation.

Interested parties can find below a non-exhaustive list of the documentation and website to visit in order to obtain a detailed view of the general functioning of the Register. As any blockchain systems are subject to changes, the Acquirer and the Sub-Licensee(s) are encouraged to visit those websites regularly: 

The functioning of the blockchain is fully independent from the Issuer.

5.2 V-PAD tokens

The NFT Tokens are issued as a smart contract based on Ethereum (Solidity). All technical elements and specifications regarding the features, functions, smart contract of the V-PAD can be found at the address of the Cap Table. The following main elements of the V-PAD tokens are listed below

5.2.1 Name

V-PAD

5.2.2 Symbol

VPAD

5.2.3 Decimals

0

5.2.4 Total supply

27'905 tokens (twenty seven thousand nine hundred and five tokens)

5.2.5 Pre-minting (at Launch date)

No. The tokens are minted by the Buyer at the time of the Minting event.

5.2.6 Cap table

See tokens smart contract under the Cap Table.

5.2.7 Source code

Available on Github: https://github.com/BlockchainMagic/vertikal-nft

5.2.8 Token standard

ERC-721, modified with additional functions (see below).

5.2.9 Special functions
5.2.10 Metadata

The V-PAD contains the metadata relating to the number (i.e. its ID) of the V-PAD unit including the following:

6 Legal considerations on the V-PAD
6.1 Nature of the NFT token under Swiss civil law

The NFT token is a title that qualifies as a title of proof. 

The V-PAD does not embed any rights. In particular, the NFT token is NOT a ledger-based security under art. 973d et seq. SCO nor a token embedding any kind of right (e.g. uncertificated securities under art.973c SCO). 

The V-PAD qualifies as a title under the catch-all definition of title under art.965 SCO.

6.2 Qualification of the NFT token under Swiss financial law

The FMIA qualifies as securities, titles suitable for mass standardized trading as certificated and uncertificated securities, derivatives, and intermediated securities which are publicly offered for sale in the same structure and denomination or are placed with more than 20 clients, insofar as they have not been created especially for individual counter-parties (art. 2 al.1 let.b FMIA; art.2 al.1 OMIA). 

The NFT token does not qualify as a security token according to Swiss law as the qualification as a security under the FMIA falls short, since the NFT token embeds no rights but merely serves as a title of proof and is presented as such. Hence, a V-PAD does not securitize any rights nor is used in a financial context.

Further, art.3 let.a FinSA defines the notion of financial instruments. The securitization notably contains a very broad definition for “debt instrument” (art. 3 let.a nr2 FinSA). However, the NFT token still securitizes no rights but merely serves as a title of proof. Hence, as it does not securitize any rights or debts and cannot be considered as a financial instrument.

Following a legal opinion, V-PAD has been classified as a utility token under Swiss law. A no-action letter from FINMA has not been sought.

6.3 Transfer of the NFT
6.3.1 Transfer

The transfer of the NFT occurs without form (art. 165 SCO a contrario) and is proven via the transfer inscription of the NFT token towards the public address of the new Acquirer as depicted on the Cap table. This represents a specific choice of form of the transfer under art. 16 SCO.

6.3.2 Transfer’s conditions
6.3.2.1 In general

The NFT token is registered in a Ledger and can be transferred only using this Ledger.

6.3.2.2 On-chain transfer

A transfer occurs when the following conditions are cumulatively met

  1. First, the transfer must respect the conditions & rules of the Register and not be the result of a deliberate attempt to circumvent its protocol.
  2. Second, the transfer will be deemed legally completed after a depth of 6 blocks.

Transfer cross-chain is forbidden.

The stakeholders and third-party are notified of the transfer on-chain via the Cap table. 

6.3.2.3 Off-chain transfer

The transfer off-chain of the NFT token is strictly forbidden. 

The hypothesis of a legal transfer is reserved (e.g. inheritance).

6.4 Administration of the NFT token
6.4.1 General power of the Issuer

The Issuer has the right but not the obligation to take any actions or decisions it sees fit regarding the administration of the V-PAD tokens. 

The Issuer retains no control nor power over the V-PAD tokens, the administrative actions that can effectively be taken are extremely limited.

6.4.2 Request information and identification

The Issuer can request any information or identification to be provided by the Acquirer at any time. The Issuer may attach administrative consequences to the refusal or non-performance.

6.4.3 Displaying information about the V-PAD token

The Issuer can display any type of information in relation with the V-PAD via its Website.

The information can relate, but is not limited, to: legal dispute regarding a given V-PAD unit, death of the Creator or the Acquirer, Loss of access, Potential illegal activities.

6.4.4 Specific use cases
6.4.4.1 Death or disappearance of the Acquirer

In the eventuality of the death of the Acquirer, the NFT tokens as a title of proof can be inherited by the heir(s) of the de cujus.

The provisions regarding the consequence in the context of the License contract are reserved. 

6.4.4.2 Loss of access & token destruction

In the eventuality the Acquirer or the Sub-Licensee n°1 or n°2 loses the access to its private keys, or the token(s) are destroyed – for any reasons – the tokens will be considered as definitely lost forever. 

In particular, there will be no cancellation nor re-issuance under any form of the lost tokens. 

The loss of access to the NFT token does not nullify nor terminate the present legal relationship.

6.4.4.3 Potential illegal activities

The Issuer can display information regarding potential illegal activities in order to comply with legal and regulatory requirements, including, but not limited to, the enforcement of regulations regarding the combating of money laundering and terrorist financing and sanctions.

6.4.5 Cash bond warranty & administrative costs

The Acquirer or anyone requesting any action or a decision from the Issuer shall be obliged to post a cash bond with him in an amount to be determined by him in order to secure Issuer’s fees or any adverse claim. 

Any request or other actions from the Issuer might give rise to an administrative cost to be determined by the Issuer. This cost may be substantial and it is borne entirely by the person requesting the action.

7 Licensing rights (License A)
7.1 Types of License

The Licensor foresees different types of Licensing rights. The Acquirer is notably informed of the type of License in the metadata of the VPAD NFT, as pictured on the Cap Table.  

License A‍

This License applies to 5’500 VPAD NFT

License B (non-existing at launch)

This License applies to all other VPAD NFT

7.2 Content of the License A

In General

Subject to this License is the copyright over the Copyrighted Works, its related rights and its derivative works. 

This license grants to the First Buyer (i.e. Sub-Licensee n°1) an exclusive, non-transferable, worldwide, Sub-licensable, commercial license in accordance with and under the conditions set out below. 

The license can be inherited.

7.2.1 Description of the Copyrighted Works

The Copyrighted Works are composed by two elements as follow: 

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VERTIKAL Metaverse V-Kode
7.2.2 Legal qualification of the CW

The CW are to be qualified as copyrighted work following the definition of art. 2 CopA and under international law such as the Berne Convention (art. 2) and the Marrakesh Treaty (art. 2 MT).

In the present case, the CW are a creation of the human mind, expressed, having an individual character.

The CW qualifies as an original CW, and is not a derivative work.

7.2.3 Authorship & Third party rights over the CW

The Creator and the Issuer acknowledges that, at the time of the Launch event, they were the sole owner of the CW, and were not barred or restricted in any manner from disposing of, and using his copyright on the CW, including incompatible commitments towards third parties.

Should the Creator or the Issuer be barred or restricted from disposing of, or using her copyright on the CW in any manner, he acknowledges that he has obtained all necessary consents, approvals, waivers, or any other form of permission relating to the CW that may be required from any third party or any Authority in order to dispose of and use his copyright in the manner provided by the present contract. 

The Issuer can keep a copy of the CW, notably for storage purposes.

7.3 List of granted rights
7.3.1 General rights
  1. to produce copies of the CW, such as printed matter, audio-visual fixations or data carriers;
  2. to offer, transfer or otherwise distribute copies of the CW;
  3. to present the CW, or make it perceptible somewhere else or make it available directly or through any kind of medium in such a way that persons may access it from a place and at a time individually chosen by them;
  4. to make the CW available in general.
7.3.2 Pecuniary rights

The Sub-Licensee n°1 is entitled to all pecuniary rights that derive or in relation with the CW, its related rights, and its derivative works, unless specifically provided otherwise under the License contract.

In addition, in case of the transfer of the V-PAD token, the sale of the V-PAD entitles the Sub-Licensee n°1 to a fixed resale right representing 5% of the overall sale price that was paid. 

The Sub-Licensee n°1 collects himself the pecuniary rights in its name. The Creator and the Issuer do not represent, act or collect pecuniary rights that derive or in relation with the CW in the name of the Sub-Licensee n°1. 

The Creator and the Issuer waives any right to collect royalties from the Sub-Licensee n°1 for the exercise of the granted rights, directly or through any form of agency, under any voluntary or waivable statutory or compulsory licensing scheme. 

The granting of pecuniary rights will be effective as of the 1st of January 2023. Before this date, the pecuniary rights will be non-existent.

7.3.3 List of rights excluded

The License covers only the rights that are expressly granted as set above; 

Notably: 

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The Creator has also the following remaining rights: 

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The Issuer has also the following remaining rights: 

7.4 Time & duration
7.4.1 Decisive timings and timeframes

The License becomes effective as of the time of the 21st of October 2022 as set on the Cap Table.

As long as the Issuance contract is in effect and in compliance therewith, any trigger event or moment relevant to the License and other related contractual arrangements (e.g. termination date) is defined by the timestamp of the blockchain as depicted in the Cap table, and shall only be effective at this moment. 

Incidentally, time periods are calculated according to the usual rules of the Swiss Code of obligations.

7.4.2 Duration

At the time the License becomes effective, licensing rights are granted for a duration of 15 years (“License Term”) or, should this happen beforehand, until the copyright is legally expired. 

The License Term may be renewed conventionally. The Licensor and the licensee may agree upon other or additional conditions under which the License Term may be renewed or terminated. 

The License expires at the License Term.

7.4.3 Termination before the License Term

The License cannot be terminated prior to the License Term unless serious or repeated violations of its terms and conditions are suspected or observed; threats or harms to the integrity of the CW are equally deemed a serious violation of such terms and conditions. 

Any termination notice must be sent to the other Party in a documented and traceable manner (e.g. registered mail, using the blockchain, via Issuer’s Website publication). 

To the extent possible, the termination notice must be communicated to all other Stakeholders that may directly be affected by the termination’s effects. Such communication can validly be notified through a public announcement on the Issuer’s Website.

In case of termination before the License Term, the Sub-Licensee n°1, Sub-Licensee n°2, the Acquirer or any third-party are not entitled to any compensation or reimbursement.

7.5 Transfer of the License contract

The transfer of the contractual relationships (License contract) occurs without form (art. 165 SCO a contrario) and is proven via the transfer of the NFT token according to the conditions set in the Issuance contract, which represents a specific choice of form of the transfer under art. 16 SCO. 

The hypothesis of a legal transfer is reserved (e.g. inheritance).

7.6 Pecuniary rights & transfer fees

The pecuniary rights resulting from the resale rights are collected and vested regularly on the Buyer’s Wallet. This address cannot be replaced or changed or vested in a different manner. This amount does not bear interest in all cases. 

Any resale or transfer of the VPAD NFT entitles the Licensor to a 2,5% fees on the overall resale or transfer price for its management services. The Licensor fees can be compensated directly by the Licensor.

7.7 Death, Loss or destruction of the NFT token or the private key

Should the NFT Token be frozen, made unavailable or ineffective, canceled, be disabled in any other manner, and for any reasons, or should the heir of the Acquirer (presumably the Sub-Licensee n°2) simply not control the NFT anymore, the License contract will be considered as immediately terminated. 

The CW will then return to the Issuer. 

In case of termination, the Sub-Licensee n°1, Sub-Licensee n°2, the Acquirer or any third-party are not entitled to any compensation or reimbursement.

7.8 Sub-License contract

Pursuant to the License contract, the Sub-Licensee n°1 is allowed to sub-license its licensing rights (Sub-License contract). 

The Sub-License contract must imperatively have the same content and cannot diverge from the present License contract. 

The Sub-Licensee n°1 can sub-license all the rights granted above, except the 5% resale rights on the price of the sale of the CW. 

A specific mandatory framework  for the Sub-License contract may be elaborated freely by the Licensor in the future.

7.9 Miscellaneous
7.9.1 Severability & amendment of the License contract

The present section, i.e. the content of the License contract, can be amended once unilaterally, in whole or in part, by the Issuer after 1 year from the time the license became effective. 

Other amendments may similarly take place after 5 years and 10 years from the time the license became effective.

7.9.2 Communication about the License contract

The Sub-Licensee n°1 must mandatorily subscribe to Vertikal’s relevant Newsletters in order to be kept informed about the present legal relationship. He supports the eventual disadvantages from a non-subscription.

7.9.3 Termination of the License contract

The Licensor may terminate the License contract when serious or repeated violations are suspected or observed; threats or harms to the integrity of the CW. The termination may occur at any time given a prior 60 days’ notice. 

The Sub-Licensee n°1 cannot terminate the License contract prior to the License Term unless serious or repeated violations of the License contract are suspected or observed. 

Any termination notice must be sent to the other Party in a documented and traceable manner (e.g. registered mail, using the blockchain, Website notification). 

To the extent possible, the termination notice must be communicated to all other Stakeholders that may directly be affected by the termination’s effects. Such communication can validly be notified through a public announcement on the Issuer’s Website. 

7.9.4 Licensor’s requests

The Sub-Licensee n°1 must comply with any requests from the Licensor. Notably, in case additional information are required.

8 Rights & obligations of the Parties & Other stakeholders
8.1 In general
8.1.1 Expression of intent and consent

The Parties and other Stakeholders express contractual intents and consents by signing transactions on the blockchain using their respective private key. Where this is not possible or is otherwise provided, emails and postal mails, Issuer’s Website publication are deemed admissible as subsidiary means.

8.1.2 Payment and filling of debt obligations of pecuniary nature

Debt and payment obligation may be labeled either in a fiat or in a crypto currency paired with ETH.

Any debt or payment obligation pertaining to the Issuance contract or the License contract, can be settled via the ETH blockchain at the public addresses of the Company’s wallet, First buyer or the Acquirer, or the Sub-licensees as depicted on the Cap table. Should this not be possible, the parties may agree upon an alternative route of payment unless it is impossible or expressly foreseen otherwise.

Should the debt or payment obligation be labeled in a fiat currency (CHF by default), it is to be converted into cryptocurrencies (ETH by default) for settlement via the ETH blockchain. The conversion value rate applicable to the settlement is defined at the rate of the pairing (e.g. CHF/ETH) as calculated and indicated by the debtor’s wallet at the time the transaction is initiated. 

Should the amount be contested, the debtor must provide evidence of payment from the wallet. Failing that, the Estimated Value on Day of Txn of transaction details in the block as depicted on Etherscan.io is used as the reference rate.

Should the debt or payment obligation be labeled in a crypto currency (ETH by default), it is regarded as a debt of kind and is to be settled via the ETH blockchain. 

In the event that the debt or payment obligation is labeled in a non-ETH cryptocurrency that is not interoperable with the ETH blockchain, the conversion value applicable to the settlement may be determined at the rate of the pairing (e.g. BTC/ETH) as calculated and indicated by the debtor’s wallet at the time the conversion is performed. The debt settlement is to be immediately initiated once the conversion is completed.

In any event, the cost and risk of transfer (e.g. gas fee), and the exchange risk (e.g. transaction failure) rest upon the debtor of the payment unless specifically agreed otherwise.

8.1.3 Information’s obligations & good faith

Every person must act in good faith in the exercise of his or her rights and in the performance of his or her obligations. They must communicate in due time, clearly and completely all the information necessary for the smooth and sound performance of the License and the Issuance contract.

All notifications in connection with the present contracts may be made public by way of publication on the Issuer’s Website. Information appearing on the Website shall be deemed to have been notified and accepted within 30 days of its publication.

8.2 Acquirer
8.2.1 Rights

The Acquirer owns the NFT token. By analogy, it has rights of usus, fructus and abusus’ over the NFT token.

The NFT token does not embed any rights but merely serves as a title of proof with specific utilities within the Vertikal ecosystem. 

8.2.2 Obligations

The Acquirer has the obligation to act diligently in general and set up the necessary technical framework to handle the NFT token properly and make sure transactions of the NFT will be successful. In particular, he must keep and use its private key diligently.

Further, the Licensees and the Acquirer must ensure that any new Acquirer he transfers the token to is legitimate to own it according to the present relationship and that the transfer is technically feasible (e.g. interoperability).

The Licensee and Acquirer has an obligation to respect in all its aspects the License and the Issuance contract. Further, it must comply with the regulation of its home of residence and act within the border of legality at all times. 

Finally, the Licensee and the Acquirer must inform the Issuer or any other Third-party that might have an interest, of the relevant information they might require regarding the License and the Issuance contract.

8.3 Issuer
8.3.1 Rights
8.3.1.1 Administration

The Issuer has the right but not the obligation to administer the NFT token.

8.3.1.2 transfer of its role of Issuer

The Issuer has the right to transfer the Issuance contract to a third-party issuer. There might be no prior notice or delay to this transfer.

8.3.2 Obligations

The Issuer has no obligations regarding the Licensee or the Acquirer or any third-party.

9 Limitation of liability
9.1 Liability of the Issuer

The Issuer and its auxiliaries exclude all pre-contractual, contractual and extra-contractual liability arising from the performance, non-performance or in connection with this contract, for all types of damage to the full extent permitted by Swiss law. 

In any case, any liability shall be limited to CHF 100.- in total.

9.2 Liability of the Sub-Licensees and Acquirer

The Sub-Licensees and the Acquirer bear the risk of the use of their private keys and the blockchain system as a whole. 

The Sub-Licensees and the Acquirer can be held liable, even in the eventuality he has transferred its token and/or contractual relationship to the Issuer, other prior Acquirer, or a third-party.

9.3 Potential hazards
9.3.1 Technical hazard

The Register, or any of the NFT token(s) and of the smart contracts can be subject to technical modifications, upgrades, attacks, errors, or glitches, necessary maintenance, that may affect the present legal relationships. 

For instance, those can be, but not exclusively, bugs regarding the information displayed (clarity, completeness, exactitude notably), new standards, technical upgrades of the system, changes in terms of decentralization, events commonly known as hard forks, soft forks, hacking, etc.

9.3.2 Legal hazard
9.3.2.1 Regulatory

The present and future state of the national or international regulations being uncertain with regards to crypto-assets in particular, some regulatory changes may affect the present legal relationships. 

For instance, these changes may include but not be limited to new regulations, bans, requalification of assets, requalification of the legal schemes, changes of legal standards, new jurisprudence, decisions from a competent Authority, etc.

9.3.2.2

Contractual discrepancies between, the rights, the obligations, the Register’s information with the reality

The displaying of information is potentially subject to displaying errors, information’s misrepresentation on the Cap Table. This can be due to error, or to unilateral and bilateral manifestation of will from all the Parties or the stakeholders, which can affect their and also other third-party. 

In such a case, it will most probably affect the present contract dealing with the rights as those changes might create discrepancies, uncertainty and potential misrepresentation. 

10 Amendment of the Issuance contract

The Issuance contract can be amended once unilaterally, in whole or in part, by the Issuer after 1 year from the time the license (License contract) became effective. 

Other amendments may similarly take place after 5 years and 10 years from the time the license (License contract) became effective. 

The Issuer may unilaterally amend without prior notice in the following situations: For documentation reorganization purpose, clarification, in the eventuality the changes are not legally or technically substantial (orthography in the documents, small precision, small technical upgrade, etc.), the Issuer shall have the unilateral right to amend or substitute smart contact, or the contracts, provided this does not affect in any way the legal relationship. 

Further, the Issuer may notably amend the present documents in case of any notable evolution of the regulatory situation (e.g. notably the passage regarding the geographical and personal scope) or upon request of an Authority. 

11 Regulation of the Issuer

The Issuer does not require nor is authorized under the Swiss banking and financial regulations.

12 Bankruptcy of the Issuer

The bankruptcy of the Issuer is regulated by the competent Authorities.

The liquidator of the Issuer’s company decides how to handle the liabilities and the obligations in regards with the NFT token.

In particular, the liquidator has the ability to transfer the Issuance contract to a third-party if all the necessary stakeholders consent to it, but also it has the right but not the obligation to order some administrative actions according to the new reality.

13 Data protection

The Acquirer and the Sub-Licensees acknowledge that the use of the blockchain is public; he further consents that personal data for the purpose to ensure performance of the License and of the Issuance contract on the blockchain may be processed or displayed on the Issuer’s website.

The Issuer collects: Email address(es); 

14 Communication

The Acquirer must mandatorily subscribe to Vertikal’s relevant Newsletters in order to be kept informed about the present legal relationship. He supports the disadvantages from a non-subscription. 

The Acquirer can reach the Issuer via its Website and the email address: contact@vertikal.art

15 Partial validity

If under applicable law any provision of this contract is held to be void, invalid or unenforceable, it shall not invalidate or render unenforceable any other provision of the contract. Without further action by the Parties, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If the provision cannot be reformed, it shall be severed from the License without affecting the enforceability of the remaining terms and conditions.

No term or condition of this contract will be waived and no failure to comply consented to unless expressly agreed to.

Nothing in this contract constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply, including from the legal processes of any jurisdiction or authority.

16 Appendixes
  1. Whitepaper [V1.0, www.vertikal.art/documents]
  2. License contract (when severed)[V1.0, link]
  3. The Brochures as presented on the Website [V1.0, www.vertikal.art/documents]  
  4. Privacy Policy [V2.0, www.vertikal.art/vertikal-metaverse-privacy-policy-v2]
  5. TOU of the Website [V2.0, www.vertikal.art/vertikal-metaverse-terms-of-use-v2]

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Made with love in the Metaverse
Vertikal - 555 feet above Umpire Rock - Central Park S, New York
Copyright © 2022 Mat3 Sàrl (company registered in Switzerland)

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Team Art by ZEP, 500K collection, Detail of Mona Lisa by Leonardo da Vinci, Bored Ape "Doris" courtesy Rinko, Campbell Soup courtesy 500K collection Meebit courtesy Sherbs.

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