Terms of Sale
When you purchase the Banksy 'Turf War' non-fungible tokens (the"NFT", “Token”) from 10101 Marketplace LTD, with the registered address: Suite
1, Second Floor, Sound & Vision House, Francis Rachel Str., Victoria, Mahe,
Seychelles (Company, us, we) you must agree to the terms and conditions ofsale set out in this document (Terms of Sale), which apply to you and any
subsequent person to whom you sell the NFT(s) you purchased from us in thefirst instance.
1.
Applicability of Terms of Sale(a)All NFTs purchased or procured by you are subject to these Termsof Sale, unless otherwise agreed in writing and by purchasing any NFT you areagreeing to be bound by these Terms of Sale and respective Co-Ownership
Agreement (Co-Ownership Agreement) .
(b)
The use of any NFTs is subject to, without limitation, these Termsof Sale and Co-Ownership Agreement.
(c)
All terms which are not specifically defined hereby shall be usedas defined in Co-Ownership Agreement.
2. Information about the Art Object
These Terms of Sale apply to the following object: BANKSY, Turf War,silkscreen, 50 x 35 cm, numbered 330/750, executed in 2003 (the “Art Object”).
3.
Rights associated with NFT’s(a)
By purchasing NFTs you become a Co-Owner of the Art Object, as
defined in the Co-Ownership Agreement, meaning that you will own Art
Object as tenants-in-common with undivided interests in accordance with
their respective Co-Ownership interest. Each Co-Owner shall have the right touse the Art Objects as permitted pursuant to Co-Ownership Agreement.
(b)Each Token represents a digital copy of a particular piece of the
Art Object. Therefore, the holder of a particular Token has the rights ofownership of a particular piece of the Art Object corresponding to the imageof his Token, subject to the limitations provided by Co-Ownership Agreement.
There is no possibility to choose a particular NFT during the Initial sale. NFT’s
shall be distributed to Customers randomly, after the payment for NFT iscompleted in full and Initial sale is completed.
(c)
For the avoidance of doubts, the rights associated with NFT’s shallbe transferred to Co-Owners after the completion of the Initial Sales of NFTs in
full, as set out in this Terms of Sale.

(d) By acquiring the Token, the Co-Owner will have no right to require
the transfer of the physical Art Object, the physical division of the Art Object
and the transfer to him of a piece of the Art Object corresponding to the
Token owned, nor any other rights in connection therewith, except for theacquisition of 100% of the token allocation of a particular Art Object.
4. Conditions of sale(a)
The total NFT’s allocation is set out at 1500 (one thousand five
hundred) of NFTs and and remains unchanged.
(b)Presale1)
NFT’s Presale shall start on 27 November 2023 at 7 p.m. Central
European Time zone.
Number of NFT’s for Presale: 300 (three hundred) NFT’s.
Free-mint in quantities of 20 (twenty) NFTs randomly assigned.
We may increase the number of NFTs for Presale and/or for Free-mint
at our discretion.
one NFT.

The Purchase Price of NFT during Presale is 60.00 (sixty) USDT per

2)
Additional NFT’s Presale shall start on 24 January 2024 at 6.00
p.m. UTC Time zone.
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Number of NFT’s for Additional Presale: 100 (one hundred) NFT’s.

The Purchase Price of NFT during Additional Presale is 80.00(eighty) USDT per one NFT.
The number of additional Presales is not limited and we will notify you
about it on https://10101.art/.
(c)
Main Sales shall start at a date and time to be determined by us
and shall last for 30 (thirty) days, if not completed in full earlier.
Number of NFT’s for Main Sales: The total NFT's allocation minus
the number of NFT's remaining after Presale, Free-mint and additional
Presales.
The Purchase Price of NFT during Main Sales will also be
indicated on our website https://10101.art/.

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5. NFT Sales procedure(a)
To participate in NFT sale you shall address to the website
https://10101.art/, which is operated by 10101 Marketplace LTD. You agree tofully comply with any Terms and Conditions of the Marketplace.
(b)
You must make payment in full in any nominated Digital
Currency or via any other nominated payment method as a pre-condition to
any purchase of an NFT. Once you've made the payment, you've become an
NFT buyer.
(c)
In the case of an Initial sale, we will have no obligation to transfer
any NFT to you until we have received the Purchase Price in full for any NFT
and Initial sale is completed. If you make payment to our blockchain address,
you must ensure your transfer is made to the correct blockchain address.
(d)
In the event that any payment is reversed or becomes invalid,
including via either a double spend attack, you agree to immediately returnto us any NFTs the subject of a sale where the Purchase Price has no longer
been retained in full by us.
(e)
To participate in the NFT sale you need to have a WEB-3 wallet,
supporting Ethereum blockchain. Please note, that you will be always
responsible for holding private keys of the blockchain address and the assets
holded on the wallet. If you lose your private key or login or seed phrase foryour Digital Wallet you will lose access to your NFTs stored in your Digital
Wallet.
(f)
The Initial sale shall be considered completed once 100 % of
Token allocation is sold in full in a specified timeframe. After the Initial sale of
NFTs is completed, all received NFTs will acquire a transfer function. Since
then, NFT buyers become Co-Owners of the Art Object, as per respective
Co-Ownership Agreement.
(g)
If 100 % of NFTs are not sold in full in a specified timeframe, thenthe Initial sale shall be considered incomplete and all NFT’s will be burned. Insuch a case, all buyers participating in the Initial sale shall be eligible for arefund of cryptocurrency previously paid. You will be responsible for paying
the gas fees and we will not compensate the gas fees to you. In order torequest a refund, the buyer should connect its blockchain address, fromwhich cryptocurrency was previously paid to the website of Marketplace, “My
Collection” page and request the refund by clicking on the “Get refund
button” on the page of the corresponding painting. The blockchain gas fee
for the refund transaction in this case falls on you. The buyer shall be able toget a refund in 6 (six) months since the Initial sale incompleted.
2(h)Orders placed for NFTs are non-refundable, cannot be canceledfor change of mind, require payment in full of the Purchase Price at the timeof purchase and may require that you connect or provide a Digital Wallet fordelivery of the NFT at the time of sale.
(i)
If you engage in a secondary sale of your NFT to anotherpurchaser, that transaction may involve third party platforms or Blockchain
Digital Wallets which are not associated with us, and may be subject totransaction fees charged by that network. Should any transfer be conductedusing a marketplace we provide, then fees and charges may apply to thosetransactions payable to us at the time of the transaction.
6. Intellectual Property Rights(a)While purchasing NFT you will not acquire any intellectual
property rights or trademarks relating to the Art Object, provided in the
Co-Ownership Agreement. However, you will obtain a royalty free worldwide
license to publicly display a picture of a piece of an Art Object corresponding
to the Token owned, as well as to publicly display a picture of the Object of Art
in its entirety. Terms "publicly" and "display" are defined according to Title 17of the U.S. Code § 101.
(b)
The Licence is assignable, transferable and revocable on theterms of these Terms of Sale, and is for your personal, non-commercial, royalty
free use of the NFT (including to sell or transfer on a Marketplace) and to
display and enjoy the Art associated with the NFT anywhere in the world
while you Own the NFT.
(c)
Upon your sale of any NFT you Own, the Licence transfers to thepurchaser who then Owns the NFT and the ownership of that NFT will be
subject to the Licence and these Terms of Sale. For the avoidance of doubt,
the transfer of the Licence does not constitute a commercial use.
(d)With immediate effect upon your sale of the NFT you own, yourrights under the License shall cease to apply and will no longer be in force
and effect. You will no longer be entitled to use the Art (or any reproductionsof the Art) upon sale by you of the NFT.
(e)The NFT may not be used in any way which would:
modify the Art Object; or○use the Art Object to market or to sell third-party products or for○
any other commercial benefit; or3use the Art Object in connection with images of hatred, violence○or other inappropriate behavior be reasonably considered to bring theIntellectual Rights owner into disrepute; orseek to trademark or acquire Intellectual Rights in the Art Object;○ortake, appropriate or represent any ownership in the Intellectual○
Property; orassert any right to or over the Intellectual Property in any manner○inconsistent with the rights under these Terms of Sale; ortake any action which would or might invalidate, challenge,○
oppose or otherwise put in dispute the owner’s title to the Intellectual
Property; orbe reasonably seen to disparage the Intellectual Property Rights○of the owner; orcontravene the moral rights of the artist or licensor of the Art○
Object; orcontravene the Website Terms or these Terms of Sale; or○cause, permit or assist any other person directly or indirectly to do○
any of the above acts.
7.
Acknowledgements
You acknowledge and agree that:(a)
You won’t be entitled to obtain a physical version of the Art
Object, unless corresponding conditions, provided in the Co-Ownership
Agreement are fully met;(b)
NFTs are not intended for speculative use, are not sold or
represented to be financial product and nothing we publish is in any way
financial advice to you or any other person;(c)
NFTs may experience or may have extreme price volatility,
including being worthless in the future;(d)
we are not providing and will not provide any fiduciary, advisory,
brokerage, exchange or other similar services to you or any other person;(e)
you are solely responsible for any decision to enter into atransaction subject to these Terms of Sale, including the evaluation of any andall risks related to any such transaction;(f)a significant degree of IT sophistication is required to safely deal
in and store NFTs of any kind using a Digital Wallet;

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(g)we are not a custodian and transfers of any NFTs are fortransaction purposes only;(h)
all transactions entered into and conducted under these Terms
are deemed to have occurred within the jurisdiction of England and Wales;(i)
we are not responsible for any Loss caused by your failure to act inaccordance with our policies, procedures or in accordance with ourreasonable directions;(j)you purchase NFTs entirely at your own risk and understanding
and we have not made any representations or warranties as to the IT security
or ongoing availability of such NFTs or the Art or that your access to use your
NFTs will be uninterrupted, timely or secure at all times;(k)you understand and acknowledge that your ownership of NFTs
remains contingent upon you remaining in control of the seed phrases andprivate key(s) associated with your Digital Wallet and that we will not store
any information in connection with your Digital Wallet beyond that required
for the sale of NFTs;(l)
we do not and cannot guarantee there will be any use for, or any
particular price available for any NFT you purchase from us; and(m) we do not represent or guarantee any outcomes, or any financial
return from your acquisition of any NFT from us, save the ability to Own the
NFT and enjoy the Licence.
8.
Warranties
8.1
Our Warranties
We represent and warrant that:(a)We own, or have the right to use under license, the Intellectual
Property Rights in the NFTs which we sell and are legally entitled to, and arecapable of, selling the NFTs offered for sale;(b) To the best of our knowledge, the Art Objects are authentic;(c) We have all ownership rights and have the supporting documents toconfirm such ownership and are empowered to sell the said Art Object, which
is not subject to a pledge and has no other encumbrances.
8.2

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Purchaser warranties

You warrant and assure us that in acquiring an NFT (from us or from athird party or existing NFT holder):(a)
You are sufficiently experienced and educated to make decisions
regarding the procurement or purchase of NFTs from us, including sufficientexperience in dealing with and storing NFTs using a Digital Wallet;(b)
You have all necessary experience, resources, certificates, licenses,
permits and approvals to procure or purchase of NFTs applicable in Your
Jurisdiction, and that any transactions under these Terms of Sale or in youruse of the NFT will be legal under the applicable laws of Your Jurisdiction;(c)
All information you supply is true and accurate as at the time it isgiven, and that any Digital Wallet address you provide to us has been
generated in accordance with best practice security measures and no otherparty, other than you or your authorized representative, has used, or hasaccess to, the seed phrases, private keys or analogous passwords required toeffect transfers from, the Digital Wallet;(d)
As far as you are aware, there are no facts, circumstances or otherinformation which both:(1)
you have not fully and fairly disclosed to us in a manner and to an
extent that it would impact our ability to make a reasonable assessment of
those facts, matters and circumstances prior to entering into a transaction tosell you an NFT; and(2)
is of such nature and materiality that a reasonable person, had it
been made aware of, could not reasonably be expected to consider prior toentering into a transaction for the sale of NFTs;(e)
You are not involved in any capacity in any claim, legal action,
proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or
arbitration (nor which are pending or threatened) concerning NFTs;(f)
If we request, you will identify and substantiate the source offunds involved in transactions to acquire NFTs;(g)
No Digital Currency transferred to us as part of a Purchase Pricehas been derived from any illegal or unlawful activity;(h)
You are the lawful owner of any Digital Wallet nominated fordelivery of NFTs and each Digital Wallet is owned and operated solely for your6

benefit, and no person has any right, title or interest in your nominated Digital
Wallet; and(i)You have had the opportunity to obtain independent legal advice
in relation to the terms and effect of these Terms of Sale.
(j) You are not a politically exposed person, are not on the EU, U.S., or
any other sanctions list, and are not a sanctioned person in general.
8.3
Continuous warranties
You represent and warrant to us that each of the Purchaser Warranties
is true and accurate, and not misleading or deceptive as at the date of theseTerms of Sale and, except as expressly stated, will be true, accurate and not
misleading or deceptive each time an NFT or NFTs are provided to you.
8.4 Notification
You must disclose to us anything that has or will constitute a material
breach of a Purchaser’s Warranty or cause a Purchaser’s Warranty to be
untrue or inaccurate, as soon as practicable after you become aware of it.
9.
Indemnity(a)
You hereby indemnify us and our Personnel and will keep us andour Personnel indemnified at all times to the fullest extent permitted by law
in respect of any Loss or Claim which we or our Personnel may suffer, sustain
or incur arising from, or connected with, a breach of a Purchaser Warranty
without limitation.
(b)
In addition, you must indemnify us and our Personnel and keep
us and our Personnel indemnified at all times to the fullest extent permitted
by law in respect of any Claim which we or our Personnel may suffer, sustain
or incur arising from, or connected with, any breach of these Terms of Sale,other than a breach of a Purchaser Warranty, or any breach of all applicablelaws, reduced to the extent of the Loss in respect of the Claim was caused by
the negligent act or omission of us or our Personnel.
10.
Liability
10.1 Limitation of liability
In the absence of a material breach of these Terms of Sale by us or thegross negligence, fraud or wilful misconduct by us when providing NFTs toyou under these Terms of Sale, we will not be liable to you on account ofanything done, omitted or suffered by us acting in good faith when providing
NFTs to you pursuant to these Terms of Sale, including in respect of a Force
Majeure Event.

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10.2 Third party services
Subject to clause 10.1, we will not be liable for the performance, errors oromissions of unaffiliated, nationally or regionally recognised third parties ordecentralized networks such as, by way of example and not limitation:
blockchain networks (whether private/permissioned or public) couriercompanies, national postal services and other delivery, telecommunications
and other companies not under our reasonable control, and third parties notunder our reasonable control providing services to the blockchain industry
generally, such as, by way of example and not limitation, companies and otherentities providing processing and payment or transaction services (including“Layer 2” or similar “roll-up” or optimisation services), banking partners,
custody services, market making services and/or third party pricing services
and decentralized blockchain networks such as, by way of example and not
limitation, the blockchain(s) upon which any NFT depends or forks of thoseblockchain(s).
10.3 Compliance with laws – No monitoring responsibilities(a)
We will have no liability or responsibility for your compliance withlaws or regulations governing the transfer and use of NFTs. Further, you aresolely responsible for compliance with all applicable requirements of any laws,
rules, and regulations of governmental authorities in Your Jurisdiction.
(b)
You further acknowledge that neither we nor any of our
Personnel is, and will not be, by virtue of providing NFTs to you, an advisor or
fiduciary to you.
10.4 No liability for Consequential Loss
Neither party will be liable to the other for any Loss or Claim in thenature of consequential or indirect loss, including without limitation loss of
profits, loss of chance, loss of expectations, or loss or opportunity.
10.5 Liability Cap
Our total liability to you under any circumstances is limited to theamount for which an NFT was originally sold by us to you and we shall not beliable for any amount above that sum.
11.
Tax
11.1
The Purchase Price for any transaction will be considered to be
inclusive of any applicable Sales Tax.
11.2 If any additional Sales Tax is applicable by virtue of any law underYour Jurisdiction, you agree to pay such amount as is payable on behalf of us,
and inform us of that payment forthwith.

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11.3 Any reference to a cost or expense incurred by a party in theseTerms of Sale excludes any amount of Sales Tax forming part of the relevant
cost or expense when incurred by the party for which the party can claim an
input tax credit.
Each party is solely responsible for any taxation which arises as a resultof dealing in the NFTs, including capital gains or income tax and no party
shall have a Claim for any Loss against the other in respect of any taxation
amounts how so ever arising.
12.
Notices
12.1 Unless a provision of these Terms of Sale expressly stateotherwise, a notice, consent, approval, waiver or other communication(notice) in connection with these Terms of Sale must be in writing and in
English and sent to, in the case of us, our nominated email, of in the case ofyou, to your nominated email or published on the Website with public accessto such notice.
12.2 Any notice will be deemed to be received within 24 hours ofsending the electronic message (unless a rejection message is received) or
publication online.
12.3. Any notification to us should be sent to the following email:support@10101.art.
13.
13.1

Disputes
Proceedings suspended

You must not begin legal proceedings in connection with a disputearising out of or in connection with these Terms of Sale unless the steps inthis clause 13 have been followed. However, this limitation does not apply:(a)
to a party who wants to apply for equitable relief or urgent
interlocutory relief; or(b)
to a party who attempts in good faith to comply with clauses 13.2,
13.3 and 13.4 but cannot do so because the other party does not comply withthose clauses.
13.2 Notice of dispute
If a dispute arises out of or in connection with these Terms of Sale(including the validity, breach or termination of it), a party may notify theother party to the dispute. The notice must specify the dispute and indicatethat the notifying party wants the dispute to be referred to mediation.
913.3 Commencement of arbitration(a)
If the dispute is not resolved within 10 Business Days after a
notice under clause 13.3 has been served (Notice Period), the dispute is by thisclause 13.3 submitted to mediation.
(b)
Any dispute between the parties will be resolved in a court ofcompetent jurisdiction in England and Wales. The prevailing Party to thedispute will be able to recover its attorney’s fees and other reasonable costs
for a dispute resolved by litigation or binding arbitration.
The Law of England and Wales shall govern as to the interpretation,
validity, and effect of this Agreement.
13.4 Confidentiality
Each party must keep confidential, all information relating to thesubject matter of a dispute as disclosed during or for the purposes of dispute
resolution under this clause 13, unless that party is compelled by a regulatory
or government authority, court or tribunal to disclose that information.
13.5 Governing law and jurisdiction
These Terms of Sale are governed by the law of England and Wales.
14.
General14.1 Amendment
We reserve the right to amend these Terms of Sale from time to time inour absolute discretion. Amendments will be effective as soon as suchchanges are notified to you in writing from time to time by posting
information on social media of Marketplace.
14.2

Force Majeure

We will not be liable for any delay or failure to perform our obligations
under these Terms of Sale if such delay is due to any circumstances beyond
our reasonable control (including but not limited to epidemics, pandemics,
blockchain congestion or attacks, Government sanctions or orders, whether
known or unknown at the time the parties enter into these Terms of Sale)(Force Majeure Event).
14.3 Waiver
A provision of these Terms of Sale or a right created under it may not be
waived except in writing signed by the party granting the waiver.
14.4

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Assignment

(a)These Terms of Sale are for the benefit of the parties and theirsuccessors and assigns. The parties and their successors and assigns arebound by these Terms of Sale.
(b)
To the extent that any party purchases an NFT from you, they are
deemed to have taken an assignment of these Terms of Sale as published at
the time of the purchase and you must provide that party with a link or copyof these Terms of Sale.
(c)
We may assign our rights under these Terms of Sale without yourconsent, including at any time.
14.5 Entire agreement(a)
These Terms of Sale constitute the entire agreement of theparties in respect of the subject matter of these Terms of Sale and supersedes
all prior discussions, representations, undertakings and agreements.
(b)
None of our agents or representatives are authorized to make any
representations, conditions or agreements not expressed by us in writing nor
are we bound by any such statements.
14.6 Costs
Each party must pay its own fees, costs and expenses incurred by it
incident to or in connection with the negotiation, preparation, execution,delivery and completion of these Terms of Sale and the transactions
contemplated by these Terms of Sale including without limitation its own
legal, accounting and corporate advisory fees.
15.
Definitions
In these Terms of Sale:
Business Days means any day except any Saturday, any Sunday;
Claim includes a claim, notice, demand, action, proceeding, litigation,
investigation, however arising whether present, unascertained, immediate,
future or contingent, whether based in contract, tort or statute and whether
involving a third party or a party to these Terms and where and to the extent
the context permits, includes all associated Loss;
Confidential Information means:(a)information, in any form, relating to a party’s business including
but not limited to any products, fees, markets, operations, processes,
techniques, technology, forecasts or strategies; and11(b)negotiations in relation to, and the terms of, these Terms of Sale,but not:(c)
information in the public domain other than because of a breachof these Terms of Sale; or(d)information already known to a party prior to the disclosure by
the other party;
Digital Currency means a cryptographically secured virtual currency or
virtual asset which we identify as an acceptable means of payment ortransacting with us;
Digital Wallet means the applicable “Metamask” location, public key orwallet address, account or storage device which we choose to support for thedelivery of the NFTs provided by us;
Privacy Policy means the privacy policy on the Website as may be varied
from time to time.
Purchase Price means the amount advertised for the purchase (orpre-purchase) of any NFT or bundle containing an NFT, which may bedenominated in a Digital Currency;
Intellectual Property means any and all intellectual property in the NFT
and the Art including all copyright, patents, trade marks, business names,
domain names, trading styles, get-up, designs, knowhow, processes,
methodologies and all current and future registered and unregistered rights,
development or enhancement of the Intellectual Property owned by us or by
our licensors.
Intellectual Property Rights means all present and future intellectual
and industrial property rights conferred by statute, at common law or inequity and wherever existing, including:(a)patents, inventions, discoveries, designs, copyright, trade marks,
trade names, brand names, business names, product names, domain names
or rights in designs, art, images, drawings, know how, product names, trade
secrets and any other rights subsisting in the results of intellectual effort inany field, whether or not registered or capable of registration;(b)
any application or right to apply for registration of any of theserights or other rights of a similar nature arising or capable of arising understatute or at common law anywhere in the world;12

(c)other intellectual property as defined in Article 2 of theConvention Establishing the World Intellectual Property Organisation 1967;(d)
any registration of any of those rights or any registration of any
application referred to in paragraph (b); and(e)all renewals and extensions of these rights;

Loss includes and loss, damage, cost, charge, liability or expense(including legal costs and expenses);Marketplace means a software platform or software which permits thetransfer, purchase or sale of an NFT, provided that the Marketplace at all times
cryptographically verifies the NFT owner’s right to own the NFT.
Own means, with respect to an NFT, any NFT we have issued where
proof of ownership is recorded on a blockchain system and you control theprivate key associated with a Digital Wallet to which the NFT is associated or
located;
Personnel means any employee, contractor, subcontractor, agent,
partner, shareholder, ultimate beneficial owner, director or officer of a party;Your Jurisdiction means the country or state where you are ordinarily
resident or from which you enter into any agreement with us.
23.01.202413