TERMS AND CONDITIONS FOR TRANSFER OF ENOR

IT IS AGREED as follows:

1. DEFINITIONS
   Capitalised terms have the meanings set out in this Clause 1 or in the section in which they are defined in this Agreement.

   1. “Buyer” means the person designated in the Information Form above, who is purchasing the ENOR;
   2. “Confidential Information” has the meaning set out in Clause 6 of this Agreement;
   3. “Dispute” shall have the meaning set out in Clause 11 of this Agreement;
   4. “Dispute Notice” shall have the meaning set out in Clause 11 of this Agreement;
   5. “EdenMountain” means EdenMountain Holdings Limited, a company with its registered office at PO Box 10061, George Town Financial Center, 90 Fort Street, Suite 306, Grand Cayman, KY1-1001 and company number 404117;
   6. “ENOR” or “Enterprise Non-Operating Rights” means the transferrable, licensed NORs to Enterprise IP in the Territory, as detailed in the Information Form above;
   7. “ENOR Holder” means a user of the Platform who is either: (a) the Originator; or (b) a seller (excluding an Originator) who is the current owner of the ENOR;
   8. “ENOR Holder Certificate” means the digital record that will be generated automatically for the ENOR. The ENOR Holder Certificate records key information about the ownership of an ENOR including:
      1. details of the Originator and the Buyer;
      2. details of the ENOR;
      3. the date of creation of the ENOR by the Originator;
      4. the date of the last purchase of the ENOR; and
      5. the Territory.
   9. “Enterprise IP” means all the trademarks (including logos, distinct words, symbols, figures, stamps, drawings, inscriptions, packaging, figurative elements, or a sign or a set of signs, including 3D marks, hologram marks), copyrights (including oral and written works, computer programmes and applications, databases, theatrical works, musical works, audio and/or visual works, architectural works, works of photography, illustrations, and other works derived therefrom), patents, inventions, technical expertise, goodwill, and other industrial proprietary rights, protected rights, trade secrets, assets, confidential process methods and information (including confidential information), and/or any other relevant element of an Originator’s business, brand, product, service and/or company, whether registered or unregistered (including all applications for registration) as reflected on the Originator’s profile on the Platform from time to time (and as detailed in the Information Form above), provided however that any intellectual property rights introduced by any changes shall accumulate in addition to any intellectual property rights whether or not they are still reflected or associated with the Originator’s profile description;
   10. “Non-Operating Rights” or “NORs” means all Enterprise IP and such other rights that do not include any of the rights of distribution, production, adaptation, modification, public display, exploitation and such other rights pertaining to operating an Originator’s business (including but not limited to in relation to stores, retailers, e-commerce platforms and all other sales channels);
   11. “Originator” means the person designated in the Information Form above who is either: (a) the owner; (b) the sole licensee (having the right to develop, make, have made, import, use, offer to sell, sell and otherwise commercialise); or (c) authorised to act on behalf of the owner; of the Enterprise IP and who has created the ENOR for listing and sale on the Platform;
   12. “Platform” means EdenMountain’s website, currently available at: www.edenmountain.com , as updated from time to time;
   13. “Platform Terms” means the Platform’s terms and conditions and any policies which govern the use of the Platform by the Parties, and set out the relationship between EdenMountain and the Parties;
   14. “Purchase Price” means the agreed price the Buyer shall pay the Seller for the purchase of the ENOR, as specified in the Information Form above;
   15. “Seller” means the person designated in the Information Form above who is an ENOR Holder and who is selling the ENOR;
   16. “Territory” means the country, state, province or region designated in the Information Form above and as specified by the Originator, in respect of which the ENOR is granted and within which the ENOR can be used; and
   17. “Transaction” means the concurrent purchase by the Buyer and the sale by the Seller of the ENOR on the Platform.
2. CONFIRMATIONS
   1. Each Party agrees to always comply with this Agreement when participating in the Transaction on the Platform. The Parties agree that this Agreement is distinctly applicable to the Transaction.
   2. The Platform is a marketplace which allows the Parties to participate in the Transaction. For the avoidance of doubt, EdenMountain is not a party to the Transaction or the Agreement and does not own, possess or have any control of or over the ENOR listed and sold on the Platform. Whilst EdenMountain facilitates the Transaction, it is not a party to the Transaction itself nor is it an agent acting and contracting on behalf of either the Buyer or the Seller.
   3. This Agreement forms a legally binding contract between the Buyer and the Seller.
   4. The Buyer hereby acknowledges that:
      1. by purchasing the ENOR, the Buyer may represent itself as the holder of the ENOR;
         1. on the Platform and in the Territory;
         2. through any medium other than the Platform (for example, through hosting an offline event to encourage third parties to sign up to the Platform) in the Territory; and
         3. advertise for sale and re-sale the ENOR on the Platform without seeking the prior written approval of the Seller; and
      2. in any event, the ENOR does not include:
         1. a transfer of ownership of all or any part of the Enterprise IP to the Buyer;
         2. the right to develop, launch and/or operate a business or company (whether by franchise or otherwise) using the Enterprise IP or the right to offer similar brands, products and/or services as the Originator in the Territory; and
         3. the right to use the Enterprise IP for any commercial and/or profit-generating purposes in the Territory.
   5. Each Party is responsible for determining and is deemed to have satisfied themselves as to any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with this Agreement.
3. SUPPLY OF THE ENOR
   1. The Seller shall sell, and the Buyer shall purchase, the ENOR in accordance with this Agreement.
   2. The Platform Terms set out the arrangements governing:
      1. registration for, and use of, the Platform by the Buyer and the Seller;
      2. the purchase (if made using the ‘add to cart’ and ‘checkout’ purchase mechanism) or submission of an offer to purchase (if made using the ‘make an offer’ and ‘checkout’ purchase mechanism) or any other method to facilitate the acquisition made available on the Platform from time to time, of the ENOR by the Buyer; and
      3. the calculation of EdenMountain’s fees and transfer of the Purchase Price less the applicable fees to the Seller.
   3. A contract shall be formed between the Buyer and Seller, on the basis of this Agreement, at the time the Buyer completes the online purchase process (regardless of whether the purchase is made using the ‘add to cart’ and ‘checkout’ purchase mechanism or the ‘make an offer’ and ‘checkout’ purchase mechanism) and pays the Purchase Price for the ENOR to the Seller in accordance with the Platform Terms.
   4. If the Buyer purchases the ENOR pursuant to the ‘make an offer’ purchase mechanism, the Buyer warrants and undertakes to make the payment of the Purchase Price through ‘checkout’ in accordance with the terms and timelines agreed under the Platform Terms. The Parties agree that this Agreement shall terminate automatically, should the Buyer fail to make the purchase of the Purchase Price, and the ENOR shall not be sold pursuant to this Agreement.
   5. As soon as reasonably practicable following receipt of payment by the Seller of the Purchase Price agreed for the ENOR, EdenMountain will, in accordance with the Platform Terms, provide each Party (through the Platform interface):
      1. a copy of the completed Agreement; and
      2. a copy of the updated ENOR Holder Certificate confirming that the Buyer is now the owner of the ENOR.
4. WARRANTIES AND INDEMNITY
   1. Each Party represents and warrants that:
      1. such Party or as applicable, the company such Party represents, is duly organised, validly existing and in good standing under the laws of the territory in which the Party or the company is registered;
      2. such Party has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licenses and authorisations granted hereunder;
      3. as at the Effective Date, the Party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and
      4. the Party will comply with all applicable laws in performance of its obligations and exercise of its rights under this Agreement;
   2. The Seller warrants that the ENOR listed for sale, and subsequently purchased by the Buyer under this Agreement:
      1. shall conform with the specifications of the Originator’s ENOR;
      2. shall comply with all applicable statutory and regulatory requirements;
      3. is owned by the Seller or that the Seller has the authority to act on behalf of the owner of the ENOR, and that the Seller has the authority to transfer ownership of the ENOR to the Buyer;
      4. is available for sale to the Buyer; and
      5. is accurately described in the listing on the Platform and the information and content submitted for inclusion in the ENOR Holder Certificate.
   3. The Seller and the Buyer shall each obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to (as applicable) sell and/or purchase the ENOR in accordance with the terms of this Agreement.
   4. The Seller shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses suffered or incurred by the Buyer arising out of or in connection with any breach by the Seller of its obligations under Clauses 4.1 and 4.2 of this Agreement.
   5. The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses suffered or incurred by the Seller arising out of or in connection with any breach by the Buyer of its obligations under Clause 4.1 of this Agreement.
5. TITLE AND RISK
   Title and risk in the ENOR shall transfer from the Seller to the Buyer following the Seller’s receipt of the Purchase Price for the ENOR and formation of the contract in accordance with Clause 3.3. of this Agreement. The issuance of the updated ENOR Holder Certificate to the Parties contains confirmation of the transfer of title in the ENOR from the Seller to the Buyer.
6. CONFIDENTIALITY
   1. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other Party or of EdenMountain, including information relating to operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers of that Party or EdenMountain (“Confidential Information”), except as permitted by Clause 6.3. of this Agreement.
   2. The Seller acknowledges and agrees that their profile and ENOR listing, and all information contained therein, will be viewable and accessible by all users on the Platform and therefore not subject to the obligations of confidentiality set out in this Clause 6.
   3. The Buyer profile will not be viewable by the Seller. In the event that the Buyer agrees to share access to their profile with the Seller at the time of submitting an offer to purchase the ENOR; that information will be deemed to be part of the Buyer’s Confidential Information and therefore subject to the obligations of confidentiality set out in this Clause 6.
   4. Each Party may disclose the other Party’s Confidential Information:
      1. to its employees, officers, agents, consultants, or subcontractors who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement, provided that these individuals are made aware of the confidentiality obligations attached to such information. The disclosing Party shall be held responsible for any breach of confidentiality by these individuals; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   5. No Party shall use any other Party’s Confidential Information for any purpose except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement.
7. NON-RECOGNITION OF OFF-PLATFORM DEALING
   To ensure the integrity, legitimacy, accuracy, and security of the Transaction, the Parties agree for the Transaction to be conducted only through the Platform. The Platform does not recognise, support or enforce any transactions, agreements or dealings concerning the ENOR that are not concluded on the Platform. If either Party carries on such practices, such Party shall be in breach of this Agreement and the Platform Terms.
8. LIMITATION OF LIABILITY
   1. This Clause sets out the entire financial liability of the Buyer and Seller (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of any breach of this Agreement and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
   2. Nothing in this Agreement shall limit or exclude the liability of either Party for:
      1. death or personal injury resulting from negligence;
      2. fraud or fraudulent misrepresentation;
      3. any matter for which it would be unlawful for the parties to exclude liability;
      4. the indemnity contained in Clause 4 of this Agreement;
      5. breach of the confidentiality obligations set out in Clause 6 of this Agreement; or
      6. the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors.
   3. Without prejudice to Clause 8.2, and subject to Clause 8.1, of this Agreement, neither Party shall be liable to the other, whether in contract, delict, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; loss or corruption of data or information; or special, indirect or consequential damage or loss suffered by the other Party that arises under or in connection with this Agreement.
   4. Without prejudice to Clause 8.2, and subject to Clause 8.1 of this Agreement, the total liability of each of the Buyer and Seller to the other arising under or in connection with this Transaction, whether arising in contract, delict, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the Purchase Price paid by the Buyer to the Seller via the Platform.
   5. The Parties acknowledge and agree that EdenMountain shall have no liability to either Party in respect of the Transaction and the Transaction has been entered into by the Parties at their own risk.
9. ASSIGNATION AND OTHER DEALINGS
   Excluding any resale of the ENOR as permitted under the Platform Terms, neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party and EdenMountain.
10. COMPLIANCE WITH PLATFORM TERMS
    1. Each Party agrees to comply with the terms of the Platform Terms which it has entered into with EdenMountain.
    2. For the avoidance of doubt, either Party may bring a claim under this Agreement for any losses sustained by that Party as a result of the other Party’s failure to comply with the Platform Terms it has entered into.
11. DISPUTES
    1. If a dispute arises out of or in connection with this Agreement, the Transaction or the performance, validity or enforceability of it (a “Dispute”) then the Parties shall follow the procedure set out in this Clause 11.1:
       1. either Party shall give EdenMountain a written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice to EdenMountain, EdenMountain (as the initial point of communication for both Parties), will facilitate the connection of the representatives of the Buyer and the Seller. From that point on, the Buyer and Seller shall solely be responsible to resolve the Dispute in good faith; and
       2. if the representatives are for any reason unable to resolve the Dispute, despite using their best endeavours to do so, within a period of thirty (30) days from the representatives’ initial communication pursuant to Clause 11.1.1., the Parties shall be free to; (a) commence court proceedings in relation to the Dispute; (b) agree to terminate this Agreement; and/or (c) agree to revoke the Transaction (on terms to be agreed by the Parties).
    2. The Parties agree that EdenMountain shall not be a party to the Dispute and its role shall be limited, as set forth under this Clause 11.
    3. In the event of any Dispute of the Transaction by either Party for any reason, EdenMountain shall not be liable to either Party for any loss or costs incurred in relation to the purchase or offer to purchase the ENOR.
    4. Upon the Dispute being resolved and if there is a change of ownership of the ENOR, the Party that initiated the Dispute shall be responsible for notifying and updating EdenMountain of the outcome. EdenMountain will update the Platform accordingly. For the avoidance of doubt, EdenMountain shall have no obligation to repay or reimburse all or any sums to either Party in connection with any Dispute (including, but not limited to, the administrative fee paid by the Seller to EdenMountain, or the Purchase Price paid by the Buyer to EdenMountain).
12. General
    1. Termination of the Transaction will not affect rights and remedies that have accrued at termination.
    2. This Agreement, together with the relevant sections of the Platform Terms, set out the entire agreement between the Buyer and the Seller in respect of the Transaction and replace any previous agreements or understandings in relation to this subject matter.
    3. This Agreement do not create or infer any rights that are enforceable by any person who is not party to them, with the exception of EdenMountain who shall be able to enforce this Agreement on behalf of either Party.
    4. Any notice or communication given under or in connection with this Agreement must be in writing. For the avoidance of doubt, communication by email is valid.
    5. Where one provision of this Agreement is unenforceable, it shall not affect the validity of the rest of this Agreement.
    6. The Buyer and the Seller shall process personal data received under and/or in connection with this Agreement each as a separate and independent controller. In no event shall the parties process personal data under and/or in connection with this Agreement as joint controllers or in a controller-to-processor relationship. As such separate and independent controllers, each party shall be individually and separately responsible for complying with the obligations that apply to them as a controller under applicable data protection laws.
    7. Where either the Buyer or the Seller enters into, or attempts to enter into, the Transaction on behalf of a company, that Party undertakes and warrants to the other that it is authorised to do so.
13. APPLICABLE LAW
    This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed and interpreted in accordance with the laws of England and Wales. Both you and us agree to the exclusive jurisdiction of the courts of the Abu Dhabi Global Market.