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AGREEMENT

1. Parties. This Agreement (“Agreement”) is a legally binding agreement between www.heera.digital (“Heera”)
and the individual or entity known as ttt#8580 with the wallet ID of
0xc14ae474b7beb72174874742024020b87a711c91 ("Owner") seeking to acquire the non-fungible token
(“NFT”) defined below ("Buyer") setting forth the terms relating to the intellectual property rights associated
with the acquisition of the NFT defined below. By purchasing the NFT defined below, both Owner and Buyer
acknowledge and agree to the terms and conditions set forth in this Agreement and agree to be bound by
same. Buyer and Owner may be referred to herein as a “Party” or collectively, the “Parties.” The Parties agree
and understand that this Agreement is meant to supplement any agreements relating to the transaction
transferring the NFT from Owner to Buyer, including any terms or conditions of use or sale provided by the
Parties, Heera or by another third-party, unless such terms conflict or are inconsistent with the terms of this
Agreement, in which case the terms of this Agreement shall prevail.

2. Definitions.
2.1. “The NFT” means the unique blockchain-tracked, non-fungible token that serves as a digital collectible
and that is the subject of this Agreement which is associated with
0x60c0f8b0c773785b405695c96cc8ac043de9135a4484f272ceb40f4fd7a4e2df with a title of
Azuki #7 .
2.2. “Work” means the underlying creative work associated with the NFT with a title of Azuki #7 for sale
by Owner to Buyer.
2.3. “Third Party IP” means any third-party copyrights, patents, trademarks, trade secrets, inventions,
right of publicity, know-how or any other intellectual property rights recognized in any country or
jurisdiction in the world.

3. Representation and Warranty of Ownership. Owner represents and warrants the following:
3.1. Owner has the full right and authority to enter into this Agreement and to perform the obligations as
provided herein and to grant the rights granted hereunder, free and clear of any rights, claims, or
encumbrances of others;
3.2. Owner is the sole owner of the NFT and the Work and any intellectual property attached thereto;
3.3. The NFT and the Work do not and shall not violate any other agreements between Owner and any other
third party;
3.4. The NFT and the Work are original, were not copied from any source, and will not violate or infringe
upon the rights of any third party, including any property rights, intellectual property rights, moral
rights, or privacy rights; and,
3.5. Owner shall indemnify, defend, and hold harmless Buyer, Heera (www.heera.digital), and their officers,
directors, employees, agents, attorneys, insurers, successors, and assigns (each an “Indemnified Party”
for purposes of this paragraph only), from and against all losses arising out of, or in connection with,
any third-party claim, suit, action, or proceeding (including reasonable attorneys’ fees) relating to any
actual or alleged claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties,
fines, expenses and other costs arising from a breach of this Representation and Warranty or any third
party asserting Third Party IP rights or claims.

4. Disclaimer and Indemnification.


4.1. The Parties acknowledge and agree that this form is for informational purposes only and does not
constitute legal advice. The Parties should contact their respective attorney to obtain advice with
respect to any particular legal matter. The Parties should not act or refrain from acting on the basis of
this form without first seeking legal advice from counsel in the relevant jurisdiction. Only the Buyer’s
or Owner’s respective attorney can provide assurances that the information contained herein – and any
interpretation of it – is applicable or appropriate to Buyer’s or Owner’s particular situation. This form
is distributed and transmitted “as is” without any warranties of any kind, either express or implied,
including without limitation, warranties of title or direct or implied warranties of merchantability or
fitness for a particular purpose.
4.2. The Parties acknowledge and agree that their use or review of this form does not create a professional
or fiduciary relationship between the Parties and Heera or the Parties and Heera’s officers, directors,
employees, agents, attorneys, insurers, successors, and assigns.
4.3. Owner and Buyer shall indemnify, defend, and hold harmless Heera (www.heera.digital), and its
officers, directors, employees, agents, attorneys, insurers, successors, and assigns (each an
“Indemnified Party” for purposes of this paragraph only), from and against all losses arising out of, or
in connection with, any claim, suit, action, or proceeding (including reasonable attorneys’ fees)
relating to any actual or alleged claims, suits, demands, actions, losses, liabilities, damages,
judgements, penalties, fines, expenses and other costs arising from or relating to use of this form.
4.4. THE PARTIES UNDERSTAND AND ASSUME THE RISKS INHERENT IN ANY BLOCKCHAIN

DISCLAIMER: This form is for informational purposes only and does not constitute legal advice.
Users should contact their attorney to obtain advice with respect to any particular legal matter.
TRANSACTION AND AGREE THAT HEERA SHALL NOT BE RESPONSIBLE OR LIABLE TO BUYER OR
OWNER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR,
ANY IMPROPER USE OF THE NFT INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR
CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY
CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR
DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) OR (V) ANY UNAUTHORIZED
THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING,
BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE BLOCKCHAIN NETWORK
UNDERLYING THE NFT.

5. Rights: No Rights

6. Non-Disparagement. The Parties represent and warrant that they will not use the NFT or the other’s name,
image, or likeness in any manner that is disparaging or likely to cause the other public embarrassment,
humiliation, or ridicule. Nothing in this paragraph shall be construed as granting a Party the license to use
the name, image, or likeness of the other Party without the other Party’s prior written consent.

7. Scope. The scope of this Agreement shall be worldwide.

8. Miscellaneous Terms.
8.1. The language of any clause or term of this Agreement will not be construed for or against the drafter.
8.2. This Agreement constitutes the entire and only agreement and understanding between the parties
concerning the subject matter hereof and all other prior negotiations, agreements, representations and
understandings, whether oral or written (other than the terms and conditions of any applicable
platform where the NFT is exchanged), are superseded hereby.
8.3. No right or term of this Agreement will be deemed waived, and no breach of this Agreement excused,
unless the waiver or consent is in writing and signed by Buyer and Owner.
8.4. Any modification or amendment to this Agreement must be made in writing and signed by Buyer and
Owner.
8.5. The Agreement binds the Parties’ successors, heirs, and assignees.
8.6. Those rights and obligations, which by their nature are intended to survive expiration or termination of
this Agreement, shall survive until the expiration of the appropriate statute of limitations, and shall be
binding on the party’s successors and assigns.
8.7. If any provision of this Agreement is held invalid, for any reason, by court, government agency, body, or
tribunal, the remaining provisions hereof shall continue in full force and effect. No waiver of any
default, failure to perform, condition, provision, or breach of the Agreement will be deemed to imply or
constitute a waiver of any other like default, failure to perform, condition, provision, or breach of the
Agreement.
8.8. Each party represents and warrants to have the full right, power, and authority to enter into this
Agreement and to perform its obligations hereunder; and the execution of this Agreement by its
representative whose signature is set forth at the end hereof has been duly authorized by all necessary
action of the party.
8.9. The relationship between the Parties is that of independent contracting Parties and not that of partners,
joint ventures, or principal and agent. Unless otherwise set forth herein, neither Party has or will hold
itself out as having the authority to bind or act in the name of, or on behalf of the other.

OWNER

Username: ttt#8580

Wallet Address:
0xc14ae474b7beb72174874742024020b87a711c91

BLOCKCHAIN NFT TRANSACTION HASH:


0x60c0f8b0c773785b405695c96cc8ac043de9135a4484f272ceb40f4fd7a4e2df

NFT TITLE: Azuki #7

DISCLAIMER: This form is for informational purposes only and does not constitute legal advice.
Users should contact their attorney to obtain advice with respect to any particular legal matter.

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