FAQ

Welcome to Music Monarch

INTRODUCTION

1.1 Marvion Private Limited is a company incorporated in Singapore (UEN 202129098W) with its registered office address at 37th Floor, Singapore Land Tower 50 Raffles Place Singapore 048623 (the “Company”).

1.2 The Company owns, administers and operates the website, www.musicmonarch.omnificblockchain.com (our “Website”), and these Terms of Service (“Terms”) govern your rights and obligations regarding access to and use of our Website. It is therefore recommended that you carefully read these Terms.

1.3 In all cases, separate written agreements (with specific terms and conditions) will apply to your future dealings with and/or transactions you may enter into with the Company as a result of this Website or apart from this Website and/or your use of certain areas, services or features of or described in our Website, and the terms and conditions of such other agreements will govern your relationship with the Company on each such transaction and take precedence over these Terms. Such additional terms may be posted on our Website or otherwise made available to you in connection with such dealings, transactions, and use of such areas, services or features. By way of example, if you choose to purchase products or services from or through the Company, such purchase will be governed by a separate agreement with applicable terms of sale.

ACCEPTANCE OF TERMS

2.1 By using and accessing our Website, you accept without limitation or qualification these Terms, and your acceptance of these Terms concludes a legally binding agreement with us as to the subject matter hereto.

2.2 In these Terms, references to “Music Monarch”, “we”, "our" or "us" refer to the Company. References to “Users” or “you” or their variations refer to any person (including a corporate entity) who wishes to gain or who gains access to our Website.

2.3 If you do not agree to the current version of these Terms, your sole and exclusive remedy is to refrain from accessing or otherwise using the Website.

USE OF OUR WEBSITE

3.1 You shall use our Website in accordance with these Terms and shall not:

(a) upload any content that violates or infringes another party’s rights of publicity, privacy, copyright, trademark or any other intellectual property right;
(b) use or attempt to use another User’s account without authorisation from such User and the Company;
(c) provide false or misleading information to the Company, including posing as another User and/or person;
(d) place misleading bids or offers;
(e) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of our Website;
(f) make any modification, adaptation, improvement, enhancement, translation or derivative work from our Website;
(g) violate any applicable laws, rules or regulations in connection with your access or use of our Website;
(h) use our Website in violation of or to circumvent any sanctions or embargo applicable to you or to any third party or for any illegal purpose or carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of our Website;
(i) remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of the Company or its affiliates, partners, suppliers or licensors;
(j) use our Website for any purpose for which it is not designed or intended;
(k) use our Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Website, or that could damage, disable, overburden or impair the functioning of our Website in any manner including circumventing any content-filtering techniques we employ, or attempting to access any feature or area of our Website that you are not authorized to access;
(l) use our Website to create or promote a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for our Website offered by the Company;
(m) engage in behaviours that have the intention or the effect of artificially increasing view counts, favourites, volume, or other metrics that our Website might use to sort search results;
(n) use any proprietary information or interfaces of the Company or any other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any application, accessories or devices for use with our Website;
(o) use our Website to send, post, or otherwise communicate any content which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically or otherwise objectionable;
(p) upload to, or transmit through our Website any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful components;
(q) use any scraper, robot, bot, spider, crawler, script, browser extension, offline reader or any other automated device or means not authorised by us to access our Website to access, acquire, copy or monitor any portion of our Website, or any data or content found or access through our Website;
(r) collect any information in respect of other Users without their express consent;
(s) commit any act to avoid paying any applicable fees and/or charges;
(t) attempt to and/or engage in any activity or act that is intended to abuse, abuses or inappropriately manipulates any promotion, campaign and/or discount codes offered through our Website. Such act and activities include, but are not limited to, creating fake or duplicate accounts; generating fake orders;
(u) use our Website for any purpose which is or may be illegal or contrary to any written laws of Singapore and/or any other jurisdiction, including but not limited to financing terrorism, money laundering or disposing of counterfeit, illegally obtained items (including looted during wars or stolen items) or other illicit items; and
(v) authorize or encourage or facilitate anyone to do any of the foregoing.

3.2 You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons accessing our Website through your Internet connection are aware of these terms and that they comply with them.

3.3 Our Website may not be used in any way that is not expressly permitted by these Terms.

OUR INTELLECTUAL PROPERTY RIGHTS

4.1 Unless otherwise indicated by us, and except to the extent of the User, our Website, all content, and other materials contained therein, including, without limitation, the Music Monarch logo, trademarks, and all designs, text graphics, pictures, information, data, software, and files relating to our Website, descriptions and photographs of collectibles and articles, as well as rights, title and interest in and to the our Website are the proprietary property of the Company or our affiliates, licensors, as applicable.

4.2 The Music Monarch logo and any product or service names, logos, or slogans that may appear on our Website or elsewhere are the proprietary property of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission.

4.3 Unless otherwise stated, you may not use any content on our Website without our express written permission. You may print off one copy of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted but you may not reproduce or permit anyone else to reproduce such material without our prior written consent. Our status as the authors of material on this Website should always be acknowledged.

DISCLAIMER

5.1 Our Website or any other products or services are provided on an “as is” and “as available” basis and may contain inadvertent inaccuracies or typographical errors. We will not be liable for any such inaccuracies or typographical errors.

5.2 Any information, commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed by any visitor to the Website or anyone who may be informed of any of its contents.

5.3 We do not make any express or implied warranties or representations in relation to our Website (including, without limitation, warranties, non-infringement or any implied warranties), and the same are hereby excluded. Your use of our Website is wholly at your own risk and we do not accept any liability for faults which may lead to temporary unavailability of our Website, whether this is within our reasonable control or not. We disclaim all warranties of any kind, whether express or implied in relation to your use of our Website and in particular, the following are expressly disclaimed; that
(a) our Website will be uninterrupted, timely, secure and error-free;
(b) any results and/or information that may be obtained from the use of our Website will be accurate or reliable;
(c) the quality of our Website will meet your expectations;
(d) the attributes, functionalities or features of our Website meet your requirements;
(e) the information available on our Website are accurate, correct, useful, adequate, reliable or complete; and
(f) that your use of this Website will yield or result in a favourable or any particular outcome.

5.4 We reserve the right at any time and from time to time to modify these Terms, or to modify and discontinue, temporarily or permanently, our Website in its entirety or any part thereof with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Website.

5.5 To the fullest extent permitted by any applicable law, in no event will the Company be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these Terms, the site, products or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if the Company has been advised of the possibility of such damages. Access to, and use of our Website, products or third-party sites and products are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. The foregoing limitations of liability shall not apply to liability of the Company for personal injury caused by the Company negligence or any injury caused by the Company for fraud or fraudulent misrepresentation.

5.6 By making available information and data on pursuant on our Website, we are not giving or purporting to give or representing or holding themselves out as giving financial, investment, tax, legal and other professional advice. You shall always seek the relevant professional advice before otherwise making any such decisions.

5.7 Under no circumstances shall the Company be liable to any User or any third party on account of that User’s use of our Website. In no event shall the Company be liable to you or any such third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages or any damages whatsoever, including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of our Website, the delay or inability to use our Website, the provision of or failure to provide our Website, or for any information, software, products, services and related graphics obtained through our Website, or otherwise arising out of the use of our Website, whether based on contract, tort, strict liability or otherwise, even if the Company has been advised of the possibility of damages.

5.8 The Website may contain links, connections or information derived from Third-Party Websites. For the purposes of this clause, “Third-Party Websites” includes all websites, mobile websites, mobile and web applications, and services owned, operated or provided by any third party, including any such website, application or service operated or provided by a third party. Examples of such Third-Party Websites include, but are not limited to, Yahoo Finance and the stock and share ticker provided therein and examples of such information derived from Third-Party Websites include, but are not limited to, the share price information on the price of shares in Bonanza Goldfields Corporation (BONZ). The inclusion in the Website of any link or any information derived from a Third-Party Website does not constitute an endorsement or sponsorship by the Company of such Third-Party Website, or of the information, content, products, services, advertising, code or other materials presented on or through such Third-Party Website nor does the Company represent or warrant the accuracy, completeness or fitness for any purpose of such information, content, description of products, services, advertising, code or other materials derived from such Third-Party Websites. Specifically, the stock and share ticker information from Third-Party Websites on the price of shares in Bonanza Goldfields Corporation (BONZ) should not be relied on or used by you to make investment decisions on the purchase or sale of the shares in Bonanza Goldfields Corporation (BONZ). Any reliance on the contents of a Third-Party Website is done wholly at your own risk. When you access or rely on any information derived from such Third-Party Websites, you acknowledge and agree that (a) these other websites and services are not under our control and we have no responsibility for the information, content, products, services, advertising, code or other materials provided by or through any Third-Party Website, (b) there are risks in accessing these Third-Party Websites, and you assume all responsibilities and consequences resulting from such risks, and under no circumstances will we be responsible for any consequences resulting from such risks or for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites, and (c) additional or different Terms of Use may apply when you are accessing and using such Third-Party Websites. By using the Website, you release and hold the Company harmless from any and all liability arising from your use of any such Third-Party Website or your reliance on any information, content, goods or services provided by the relevant third party. If there is a dispute between you and any third party, we are under no obligation to become involved. You should direct any concerns to the relevant third party.

SUSPENSION OR TERMINATION OF USE OF OUR WEBSITE

6.1 You may terminate your use of our Website at any time. You are not obligated to advise the Company of such termination. Likewise, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Website at any time and for any or no reason.

6.2 The Company retains the right to block your access to our Website and terminate your use of our Website, at any time and for any reason the Company deems appropriate, at its sole and absolute discretion, including but not limited to the Company being of the view (at its sole and absolute discretion) that any undertaking or warranty you have made or are deemed to have made to us have been breached (in the case of an undertaking) or is untrue (in the case of a warranty). The Company may block your access to our Website as aforesaid without being obliged to notify you of the same.

INDEMNITY

7. You will indemnify and hold harmless the Company, its parent company (if any), subsidiaries, affiliates, partners, suppliers, licensors, shareholders, officers, past, present and future employees, officers, directors, independent contractors and agents and all successors and/or assigns (“Music Monarch Indemnified Parties”) from and against any and all actions, claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) proceedings by any third party or governmental authority taken against Music Monarch Indemnified Parties sustained or suffered by Music Monarch Indemnified Parties resulting or arising from: (a) your access to and use of our Website; (b) any information or content you submit to us or place on our Website; (c) your breach of these Terms; (d) your breach of any statutory requirement, duty or law; (e) your violation of any rights of another User; or (f) your use or misuse of our Website.

AMENDMENT AND VARIATION

8. These Terms may from time to time be updated or amended. We will post any such updates on our Website. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Website to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of our Website without prior notice. By continuing to use our Website after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of our updated Website. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using our Website immediately.

MISCELLANEOUS

9.1 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and the Company by these Terms.

9.2 Except as provided herein, any failure by the Company to exercise a right or require performance of an obligation in these Terms shall not affect the Company’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.

SEVERABILITY

10. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. All remaining provisions of these Terms shall remain in full force and effect.

ENTIRE AGREEMENT

11.1 These Terms constitute the entire agreement between the Company and its Users regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied) save that the separate terms and conditions in written agreements for any further dealings with the Company will take precedence over these Terms. Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

11.2 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

12. A User or person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms but this does not affect any right or remedy of a third party specified in these Terms or which exists or is available apart from that act.

DATA PROTECTION AND PRIVACY

13.1 When you utilise our Website, you consent for us to collect, use, disclose and share amongst ourselves any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time (“Personal Data”) by lawful and reasonable means and disclose your Personal Data to our authorised service providers and relevant third parties which may be sited locally or outside of Singapore when necessary. If you provide us with any Personal Data relating to a third party, you represent to us that you are authorized to act on that individual’s behalf and that individual accepts that his Personal Data will be subject to these Terms and our privacy policy. You must ensure that all Personal Data submitted to us, including those relating to third parties is complete, accurate and up to date.

13.2 You hereby consent to the collection and use of the Personal Data by the Company for any of the following purposes (“Purposes”):
(a) performing obligations in the course of or in connection with the use of our Website (“Services”);
(b) managing your relationship with us;
(c) processing payment or credit transactions;
(d) marketing and promoting our Services;
(e) responding to, handling, and processing enquiries, requests, complaints, and feedback;
(f) for audit, accounting, administration, risk management and record keeping purposes;
(g) responding to requests for information from government or public agencies, ministries, statutory boards or other similar authorities or non-government agencies authorised to carry out specific Government or regulatory services or duties;
(h) meeting or complying with any applicable rules, laws, regulations, codes of practice or guidelines issued by any legal or regulatory bodies (including but not limited to responding to regulatory complaints, disclosing to regulatory bodies and conducting audit checks, due diligence and investigations);
(i) any other incidental business purposes related to or in connection with the above; and
(j) any other specific purposes which we may inform you of in writing from time to time, but for which we will seek your separate consent.

13.3 We will only share your Personal Data in order to facilitate and administer your use of our Website or otherwise if required by law. We will manage and protect your Personal Data in accordance with all applicable data protection laws of Singapore.

13.4 You may withdraw your consent to the aforesaid use at any time subject to giving us reasonable notice. Upon receipt of such notice from you, we will cease to collect, use or disclose your Personal Data unless such collection, use or disclosure without your consent is required or permitted under applicable laws. We will also correspondingly inform any agent/brokers to whom your Personal Data may have been submitted to cease further use of your Personal Data and to delete the Personal Data, unless such use or retention is required under applicable laws. You further acknowledge and agree that any withdrawal of consent by you will adversely affect your access to our Website and the Company will not be liable for any consequences arising directly or indirectly from such withdrawal.

13.5 We reserve the right at any time to satisfy our internal requirement as to your Personal Data (for example, by requesting relevant original documents) including for the purposes of preventing fraud, anti-money laundering and countering the financing of terrorists.

13.6 We will use all reasonable efforts to protect your Personal Data, adhering to strict computer security standards. We have put in place, privacy protection control systems designed to ensure that your Personal Data remain safe, secure and private. However, you should be aware that the use of the Internet is not entirely secure and for this reason we cannot guarantee the security or integrity of any Personal Data which is transferred from you or to you via the Internet.

13.7 We will only retain your Personal Data for as long as necessary to fulfil the Purpose(s) outlined above, or to comply with legal, regulatory and internal requirements.

13.8 You have the right to access your Personal Data. If you would like to request access to your Personal Data, please contact us at sing@marvion.media. Please note that depending on the information requested we may charge a small fee. We may also take steps to verify your identity before fulfilling your request for access to your Personal Data. However, in exceptional circumstances, we reserve the right to deny you access to your Personal Data and may provide an explanation as required or unless permissible by applicable laws

GOVERNING LAWS AND DISPUTE RESOLUTION

14.1 Note that as we are a Singapore registered company and our Website is operating out of Singapore, these Terms have been drafted solely in accordance with the laws of Singapore and accordingly, all disputes, claims and legal issues arising from or related to the use of our Website shall be construed in accordance and determined by the laws of Singapore applicable to contracts entered into and performed within Singapore without respect to its conflict of laws principles.

14.2 By using our Website, you agree that the exclusive forum for any claims or causes of action arising out of your use of our Website shall be the courts of Singapore and you hereby irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

14.3 We do not represent or warrant that these Terms complies with the privacy laws of any other jurisdiction and accordingly, you shall not construe these Terms as such.

14.4 We do not represent or warrant that the content of our Website is suitable for any particular purpose or audience or that the viewing and downloading of any part of our Website is legal in any country outside Singapore. If you have accessed our Website from outside Singapore, then you are responsible for compliance with the laws of your jurisdiction.

QUESTIONS AND CONTACT INFORMATION

15. If you need to contact us or have any questions on these Terms, you may contact us as follows:

Email: sing@marvion.media

COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT

THIS COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT (the “Agreement”) is entered into with effect from the Effective Date between each competitor (whether a single person or a group of persons) (the “Competitor” and “Vendor”) in the 2021 Marvion Music Monarch Music Production Competition (the “Competition”) and Marvion (Hong Kong) Limited (the “Purchaser”).

WHEREAS:

1. The Competitor wishes enter into the Competition and, in doing so, agrees to sell (the non-rejection of the Competitor from the Competition (without any further notification or other action) being full payment by the Purchaser), transfer, convey, vest and deliver to the Purchaser and the Purchaser shall purchase and acquire from the Competitor, free and clear of all “Encumbrances”, all of Competitor’s right, title and beneficial interest in, including and not limited to “Intellectual Property” relating to the “Purchased Asset” as defined in the Schedule.

The Purchaser has provided full consideration to the Vendor and the Vendor has received full consideration for the Purchased Asset. The Purchaser will not assume any liability or obligation of the Vendor in connection with Purchaser’s purchase of the Purchased Asset pursuant to this Agreement

IT IS AGREED as follows:

1. In this Agreement, unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa. Save as otherwise indicated, references to "Clauses" and the "Schedule" are to be construed as references to clauses of, and the schedule to, this Agreement. Words importing the masculine gender, feminine gender or neuter shall include the others. All capitalised words and phrases used in the agreement shall bear the meanings ascribed to them as set out in the definitions of such capitalised words and phrases in the Schedule.
2. The Vendor hereby irrevocably and unconditionally sells (the non-rejection of the Competitor from the Competition (without any further notification or other action) being full payment by the Purchaser, regardless of whether the Competitor won the Competition or any prize, hereby acknowledged and agreed to by the Vendor) and transfers all of its legal and beneficial ownership in the Purchased Asset and all of its rights, title and interest in and/or of the Purchased Asset to the Purchaser, and the Purchaser hereby purchases the “Purchased Asset” and accepts all of the Vendor’s legal and beneficial ownership in Purchased Asset and all of the Vendor’s rights, title and interest in and/or of the Purchased Asset from the Vendor.
3. The Vendor represents, warrants and undertakes to and for the benefit of the Purchaser as of the Effective Date as follows:
   1. Ownership of Purchased Asset: it is either the sole and full legal and beneficial owner, or has been and is as at the date of this Agreement, the full legal and beneficial owner of the Purchased Asset and is legally entitled to enter into this Agreement and has secured all the necessary permissions and authority to do so and, if requested to do so, shall supply to the Purchaser all necessary information, documents and material to demonstrate the ownership of Purchased Asset and provenance of the Purchased Asset;
   2. Title: the Transfer is free from all claims, liens, security interest, encumbrances and all rights of any kind exercisable by third parties, threatened or pending, relating to the Purchased Asset, the Vendor’s title to the Purchased Asset, or the Vendor’s authority to sell the Purchased Asset;
   3. Claims: it has no knowledge of any Claims threatened or pending, nor any knowledge of any facts or circumstances likely to give rise to any Claims and shall notify the Purchaser of any Claims in respect of the Purchased Asset as soon as the Vendor becomes aware of it or foresees it. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Purchaser pursuant to this Agreement of all right, title and interest in the Purchased Asset throughout the world and any internet domain names associated with the Purchased Asset;
   4. Authorship of Purchased Asset and authenticity: the Purchased Asset is (a) created by the Vendor and (b) is solely the result of the efforts of Vendor;
   5. Copyrights: the Vendor owns all Intellectual Property in and to the Purchased Asset and the Purchased Asset does not and will not infringe the copyright, trademark or other intangible or proprietary rights of any third-party;
   6. Information: it has provided the Purchaser with all information available to the Vendor or of which the Vendor is aware concerning the attribution, authenticity, provenance, description and exhibition history, if any, of the Purchased Asset;
   7. Power: it has the capacity to enter into and perform and comply with its obligations under this Agreement;
   8. Negative Pledge: it has not created and shall not create, or permit to subsist, any duplicate, reproduction or replica of the Purchased Asset  (whether unique or in edition) and it has not licensed to any third-party the right to create any duplicate, reproduction or replica of the Purchased Asset;
   9. Authorisation and Consents: all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) to enable the Vendor to lawfully enter into and perform and comply with its obligations under this Agreement, and (b) to ensure that those obligations are legal, valid, binding and enforceable, have been taken, fulfilled and done;
   10. Non‑Violation of Laws: its entry into and/or performance of or compliance with its obligations under this Agreement do not and will not violate any law to which it is subject. There is no government or regulatory action pending or, to the knowledge of Vendor, threatened against Vendor before any governmental  or regulatory authority that, if adversely determined, would prohibit, prevent, enjoin, restrict or materially impair or delay the performance of  Vendor’s obligations under this Agreement, and (b) there is no court order  or governmental order or regulatory order against Vendor  that would prohibit, prevent, enjoin, restrict or materially impair or delay the performance of the Vendor’s obligations under this Agreement.
   11. Obligations Binding: its obligations under this Agreement are legal, valid, binding and enforceable in accordance with its terms;
   12. Non-Violation of other Agreements: its entry into and/or performance of or compliance with its obligations under this Agreement do not and will not (a) violate any agreement to which it is a party or which is binding on it or its assets, or (b) result in the creation of, or oblige it to create, any security over those assets;
   13. Litigation: no litigation, arbitration or administrative proceeding is current or pending or, so far as Vendor is aware, threatened (a) to restrain the entry into and/or performance or enforcement of or compliance with the relevant obligations under this Agreement by the Vendor or (b) which has or could have a material adverse effect on it; and
   14. Bankruptcy/Insolvency: no steps have been taken by the Vendor nor have any legal proceedings been started or threatened against the Vendor for its bankruptcy, winding up or insolvency or for the appointment of a receiver, trustee or similar officer of any of its assets.
4. The Vendor does hereby agree to indemnify, defend and hold the Purchaser free and harmless from any and all third-party demands, claims, suits, actions, judgments, obligations, damages, losses or other liability, including all reasonable attorney or other professional fees and other costs, fees and expenses, suffered or incurred by, or asserted or alleged against the Purchaser (i) arising by reason of, or in connection with, the breach or alleged breach of, or falsity or inaccuracy (or alleged falsity or inaccuracy) of any representation or warranty contained in this Agreement, (ii) arising by reason of, or in connection with, the breach or alleged breach of this Agreement, or (iii) any claim by any third party alleging a right to receive from the Vendor any commission or other payment in connection with the sale of the Purchased Asset   .
5. To the fullest extent permitted by law, the Vendor expressly and irrevocably waives, and covenants not to assert any claims of moral rights of authors (i.e., “droit moral”) or similar rights in connection with the Purchased Asset, including any rights of attribution or integrity, under any applicable law in any jurisdiction, and represents and warrants that it will not cause, assist, or encourage any other person to assert any such rights. Without limiting the generality of the foregoing and without prejudice to clause 9 of this Agreement, the Vendor hereby acknowledges the rights of attribution and integrity generally conferred by Section 106A(a) of Title 17 of the U.S. Code (The Visual Artists Rights Act of 1990, “VARA”) with respect to certain works, and acknowledges and agrees that:
   1. the Purchased Asset  may be minted into a non fungible token (“NFT”) or any other digital instrument, the Intellectual Property of the  Purchased Asset, the NFT and any information attached thereto, including, but not limited to sale and purchase, provenance and valuation, may be displayed, offered for sale on a platform and recorded on a blockchain; and
   2. the Purchased Asset, the NFT or the underlying Intellectual Property of the Purchased Asset may be relocated or removed from the NFT platform or relocated onto any other platform, for any reason whatsoever, if and as may be applicable; and
   3. the Purchased Asset, the NFT or underlying Intellectual Property of the Purchased Asset   may be destroyed, no longer be accessible, may not be maintained in any manner for any reason whatsoever; and
   4. the Purchaser retains full discretion to sell or on sell the Purchased Asset and/or the NFT to third parties; and
   5. the Vendor of his own free act, waives all moral rights in the Purchased Asset under VARA or of any other federal or state or local provision of law, whether in the United States or of any other local or foreign government, including, but not limited to, any claims based upon the Purchaser’s destruction, minting, removal, storage, relocation or sale of the Purchased Asset or NFT.
6. The Purchase Price is arrived at on a willing-buyer willing-seller basis, and shall be satisfied and payable as agreed between the Vendor and Purchaser.
7. The winners and prizes of the Competition shall be determined in accordance with the terms of the Competition notified to the Competitor by the organizers from time to time and may be subject to change with notice or consent. Each determination by the organizers of the Competition on any matter shall be final and conclusive.
8. This Agreement does not require execution by any party or any person. The application by the Competitor (in whatever form and through whatever means, whether by email, upload, messaging, or otherwise) for entry into, and the non-rejection of the Competitor from the Competition (without any further notification or other action), shall be deemed to be conclusive of the consummation of this Agreement (which shall be deemed to be executed as a deed by the Competitor and the Purchaser) and this Agreement shall then immediately become legal, valid, binding and enforceable as a deed against the Competitor and the Purchaser.

9. This Agreement shall inure to the benefit of the Purchaser and its successors and assigns, and the obligations of the Vendor under this Agreement shall be binding on it and its successors and personal representatives.
10. The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision in this Agreement.
11. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore and the parties hereby submit to the non-exclusive jurisdiction of Singapore courts.
12.  A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any term of this Agreement.

APPENDIX A

Every media file submitted by the Competitor for the purposes of the Competition (regardless of how it is submitted, whether by email, upload, messaging, or otherwise), including, without limitation, each music, video, picture, book, podcast, sound or other media file in any format or any form whatsoever (whether encrypted or otherwise, whether complete or otherwise).