SALE AND PURCHASE AGREEMENT

BETWEEN

1. The individual who or legal entity which has registered himself/herself/itself on one or more digital service platforms supported by the Service Provider by which domain names and other digital assets (hereinafter: Digital  Assets) can be offered and accepted (hereinafter: the Platforms and each of them individually a Platform) as (i) a seller of one or more of such Digital Assets or (ii) as an entrepreneur/enterprise with a business in providing services as a broker of such Digital Assets (hereinafter: Seller), represented by Efty Pay B.V., a private limited liability company incorporated under Dutch Law, having its registered office in Groningen, the Netherlands, and having its business address at Zuiderpark 17 (9724 AG) Groningen (hereinafter: the Service Provider) on the basis of the document “Seller’s Mandate” or the document “Broker’s Mandate” as agreed to by him/her/it; 

and

1. The individual who or legal entity which has registered himself/herself/itself on one or more digital service platforms supported by the Service Provider by which domain names and other digital assets (hereinafter: Digital Assets) can be offered and accepted as a buyer of one or more of such Digital Assets (hereinafter: Buyer), represented by the Service Provider on the basis of the document “Buyer’s Mandate” as agreed to by him/her/it ;

THIS AGREEMENT APPLIES TO ANY AND ALL SALES AND PURCHASES REGARDING THE DIGITAL ASSET(S) AND FOR THE PURCHASE PRICE AS THE SELLER AND THE BUYER HAVE CONFIRMED TO HAVE REACHED AGREEMENT UPON ON ANY DIGITAL PLATFORM SUPPORTED BY THE SERVICE PROVIDER. 

INTRODUCTION 

1. The terms used in this Agreement with a capital have the specified meaning as described in the General Terms and Conditions of Efty Pay B.V. (hereinafter: the Terms & Conditions), the applicability of which have been agreed upon by Seller and Buyer.
2. The Service Provider is an online service provider, specialised in providing services for the transfer of Digital Assets and other digital assets;
3. Either (i) Seller has made an offer on a Platform to sell the Digital Asset and Buyer has accepted this offer on a Platform, or (ii) Buyer and Seller have between themselves (outside of a Platform) agreed upon the sale and purchase of the Digital Asset. 
4. Both Seller and Buyer have requested the Services of the Service Provider for transferring the relevant Digital Asset by means of a Mandate to the Service Provider.
5. Seller and Buyer have both agreed to the terms and conditions as set out in this Agreement and the Terms & Conditions applicable to this Agreement and the Services provided by the Service Provider. 
6. Seller and Buyer have mandated the Service Provider to conclude and execute this Agreement on their behalf and in their names. 
7. After the conclusion of this Agreement, the Digital Asset will be (i) transferred to the Custodian, being an independent legal entity with the sole purpose of temporarily holding a Digital Asset for the sake of a safe transfer or (ii) transferred by such other methods as previously specified by parties. 
8. After the conclusion of the Agreement, Buyer will transfer the Purchase Price to the Service Provider or directly to the Seller if previously agreed to as such. 
9. After the Purchase Price has been received by the Service Provider, the Service Provider will (i)  provide Buyer, or – in case the services of the Custodian are being used – procure the Custodian to provide Buyer, with the Transfer Information for transferring the Digital Asset and (ii) transfer the Purchase Price minus the agreed to Fee to Seller. 

HAVE AGREED AS FOLLOWS 

Article 1 - Interpretation 

1. The terms used in this Agreement and in the Terms & Conditions shall apply equally to the singular and plural forms of these terms. 
2. The introduction forms an equal and inseparable part of this Agreement. 
3. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 
4. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. 
5. Section headings are included for convenience of reference only and shall not affect the interpretation of this Agreement.

Article 2 - Sale and purchase 

1. Seller declares and warrants that it is, or – in case of a Broker – in legally representing, the sole and exclusive owner of the Digital Asset including any and all associated goodwill and other intellectual property and proprietary rights therein. 
2. Seller agrees to sell and transfer the Digital Asset to Buyer and Buyer agrees to purchase and accept transfer of the Digital Asset from Seller.
3. Except as otherwise provided, Buyer agrees to purchasing the Digital Assets "as-is and where-is” and at its sole risk.  
4. Seller disclaims all representations and warranties of any kind relating to the Digital Asset, whether expressed or implied, including but not limited to (i) any warranty of merchantability or fitness for any particular purpose, (ii) any warranty that the Digital Asset will have any value or will meet Buyers requirements or expectations, (iii) any warranty that Buyer will be able to attain any specific results or value associated with the Digital Asset or the use thereof, and (iv) any warranty that the Digital Asset can be registered and used without infringing the right of a third party, provided however that Seller does warrant that the Digital Asset is free from any and all liens, charges, restrictions, mortgages, pledges, security interests and other encumbrances.

Article 3 - Purchase Price, payment 

1. Buyer shall pay the Purchase Price to the Service Provider via de Payment Processing Provider.
2. Payment by Buyer of the Purchase Price to the Service Provider fully discharges Buyer in respect of paying these amounts to Seller.
3. After the Purchase Price has been received by the Service Provider, the Service Provider shall transfer the Purchase Price minus the Fee to Seller.

Article 4 - Transfer

1. Transfer of the Digital Asset from Seller to Buyer entails all relevant action to transfer the ownership of the Digital Asset in accordance with the following paragraphs of this article.
2. Transfer from Seller to the Custodian shall be conducted by the Service Provider on the basis of the Mandate granted by Seller. 
3. Upon receipt by the Service Provider of the Purchase Price, the Service Provider shall (procure the Custodian to) provide Buyer with the Transfer Information regarding the Digital Asset. 
4. Transfer of the Digital Asset to Buyer shall commence only after all sums due by Buyer have been paid in full.
5. Buyer shall at its cost obtain all licences, consents, and clearances required for the registration and use of the Digital Asset.  

The parties have read, understand, and agree to the terms of this Agreement and are duly advised and have had the opportunity to consult with counsel regarding this Agreement.