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PUBLIC OFFER AGREEMENT

to order, purchase and sale and delivery of goods

This agreement is an official and public offer of the Seller to enter into a contract for the sale of the Goods presented on musicdex.co website. This agreement is public, i.e. in accordance with Article 633 of the Civil Code of Ukraine, its terms and conditions are the same for all customers regardless of their status (individual, legal entity, individual entrepreneur) without giving preference to one customer over another.

By concluding this Agreement, the Customer fully accepts the terms and conditions and the procedure for placing an order, paying for the goods, delivering the goods, returning the goods, liability for an unfair order, and all other terms of the agreement. The Agreement is considered concluded from the moment the Customer clicks the "Confirm Order" button on the checkout page in the "Cart" section and receives an order confirmation from the Seller in electronic form.

1. DEFINITION OF TERMS

Public Offer (hereinafter referred to as the "Offer") is a public offer of the Seller, addressed to an indefinite number of persons, to conclude a contract for the sale of goods with the Seller remotely (hereinafter referred to as the "Agreement") on the terms and conditions contained in this Offer.

Goods or Services – the object of the agreement between the parties, which was selected by the Customer on the website of the Online Store and placed in the basket, or has already been purchased by the Customer from the Seller remotely.

Online store - the Seller's website at www.musicdex.co is designed to conclude retail and wholesale purchase and sale agreements on the basis of the Customer's familiarization with the description of the Goods offered by the Seller via the Internet.

The Customer is a legally capable individual who has reached the age of 18, receives information from the Seller, places an order for the purchase of goods presented on the website of the online store for purposes not related to business activities, or a legal entity or individual entrepreneur.

Seller – Limited liability company "MUSICDEX", registered in Ukraine at the address: Legal address: 01104, Ukraine, Kyiv city, Bolsunovska street, building 13-15, register code: 45327185.

2. SUBJECT OF THE AGREEMENT

The Seller shall transfer the Goods to the Customer, and the Customer shall pay for and accept the Goods on the terms of this Agreement.

The date of conclusion of the Offer Agreement (acceptance of the offer) and the moment of full and unconditional acceptance by the Customer of the terms of the Agreement shall be the date of filling out the order form by the Customer located on the website of the online store, provided that the Customer receives an order confirmation from the Seller in electronic form. If necessary, at the request of the Customer, the Agreement may be executed in writing.

The Goods and the Service in accordance with the terms of this Agreement include a virtual asset presented in the online store, which embodies the ownership rights to the share of profits from the musical work. By purchasing the Goods, the Customer contributes to the financing of the production of video and audio recordings, as well as promotion and marketing activities, and gets the opportunity to purchase a share of the rights to participate in the net income (participation rights) from songs and/or recordings for 5 years in the form of a Token.

3. ORDER PLACEMENT

The Seller provides the Customer with the opportunity to acquire ownership rights to a part of the royalties from a musical composition for 5 years, expressed in Tokens issued under the MusicDex project and transferred to the Customer by connecting it to the Online Store using a cryptocurrency wallet. The Customer shall place an order in the Online Store by filling out the form in the appropriate section of the Website.

The Seller shall have the right to refuse to transfer the order to the Customer if the information provided by the Customer when placing the order is incomplete or raises suspicion about its validity.

When placing an order on the website of the online store, the Customer undertakes to provide the following mandatory information required by the Seller to fulfill the order:

  • surname, name of the Customer;
  • wallet address to which the Goods should be delivered;
  • contact number.

If either Party to the Agreement requires additional information, it has the right to request it from the other Party. In case of failure to provide the necessary information by the Customer, the Seller shall not be responsible for providing quality services to the Customer when purchasing goods in the online store.

The Customer's acceptance of the terms of this Offer is carried out by entering the relevant data by the Customer in the registration form on the website of the online store. After placing the Order through the Operator, the Customer's data is entered into the Seller's database.

The Customer is responsible for the accuracy of the information provided when placing the Order.

By concluding the Agreement, i.e. by accepting the terms of this offer (the proposed terms of purchase of the Goods), by placing an Order, the Customer confirms the following:

  • The Customer is fully and completely familiarized with and agrees to the terms of this offer;
  • he/she authorizes the collection, processing, and transfer of personal data, the permission to process personal data is valid for the entire term of the Agreement, as well as for an unlimited period after its expiration. In addition, by entering into the Agreement, the Customer confirms that he/she has been notified (without additional notice) of the rights established by the Law of Ukraine "On Personal Data Protection", of the purposes of data collection, and that his/her personal data is transferred to the Seller in order to fulfill the terms of this Agreement, to make mutual settlements, and to receive invoices, acts, and other documents. The Customer also agrees that the Seller has the right to provide access to and transfer his personal data to third parties without any additional notifications to the Customer in order to fulfill the Customer's order. The scope of the Customer's rights as a subject of personal data in accordance with the Law of Ukraine "On Personal Data Protection" is known and understood by him.

4.PRICE AND DELIVERY OF GOODS

Prices for Goods and Services (Token) are determined by the Seller independently and are indicated on the website of the Online Store.

Prices for Goods and services may be changed by the Seller unilaterally depending on market conditions. At the same time, the price of a separate unit of the Goods, the cost of which has been paid by the Customer in full, cannot be changed by the Seller unilaterally.

The Customer agrees that the period of selling the Token and increasing its price (hereinafter referred to as the "Sale Period") will last for 9 months from the date of the start of the Token sale on the platform. After the end of the said Sale Period, the price of the Token will be fixed and will remain unchanged from the last day of the Sale Period.

The cost of the Goods indicated on the website of the Online Store does not include the cost of delivery of the Goods to the Customer. The Customer pays the cost of delivery of the Goods in accordance with the current tariffs of delivery services (carriers) directly to the delivery service (carrier) chosen by him.

All transactions between the Seller and the Customer are carried out exclusively on the Polygon blockchain network.

In case of purchase of the Goods (Token), the Customer shall pay the transaction fee (gas) charged in the blockchain network.

The Customer shall bear all costs associated with the acquisition of the Token and the receipt of royalty income, including all taxes arising and applicable to the Customer in connection with such acquisition

The Customer's obligations to pay for the Goods shall be deemed fulfilled from the moment the Seller receives funds to its account.

Any transactions on the website related to the purchase of the Goods are carried out through the most modern digital payment services (such as Way for Pay, Apple Pay, Google Pay, cryptocurrencies, etc.). By using a payment service, you accept the terms and conditions of use of the respective payment service.

The Customer uses the Online Store solely at his/her own risk. The Online Store does not provide the Customer with any guarantees regarding its use and purchase of the Goods (Token).

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

The seller is obligated to:

  • Transfer the goods to the Customer in accordance with the terms of this Agreement and the Customer's order.
  • Not to disclose any private information about the Customer and not to provide access to this information to third parties, except as provided by law and in the course of fulfillment of the Customer's Order.

The seller has the right to:

  • Change the terms of this Agreement, as well as the prices for Goods and Services, unilaterally by posting them on the website of the Online Store. All changes shall take effect from the moment of their publication.

The Customer shall undertake:

  • Before concluding the Agreement, familiarize yourself with the content of the Agreement, the terms of the Agreement, and the prices offered by the Seller on the website of the online store.
  • In order to fulfill the Seller's obligations to the Customer, the latter shall provide all the necessary data that uniquely identify him as the Customer and are sufficient to deliver the ordered Goods to the Customer.

6. RETURN OF GOODS

By purchasing the Goods, the Customer understands and accepts the terms of use of the Goods, as well as agrees to the specifics of the Goods presented on the website. The Customer shall have the right to further alienate the Goods owned by him/her on the same rights as provided for in the terms of this Offer and the Agreement on Terms and Conditions of Use to other users on the website and third-party platforms.

In case of detection of defects in the Goods during the established warranty period, the Customer personally, in the manner and within the time limits established by the legislation of Ukraine, has the right to make claims to the Seller provided for by the Law of Ukraine "On Protection of Consumer Rights". In case of claims for free elimination of defects, the period for their elimination shall be calculated from the date of receipt of the Goods by the Seller at its disposal and physical access to such Goods.

The Seller shall consider the requirements provided for by the Law of Ukraine "On Consumer Protection", provided that the Customer provides the documents provided for by the current legislation of Ukraine. The Seller shall not be liable for defects in the Goods that arose after their transfer to the Customer as a result of the Customer's violation of the rules for the use or storage of the Goods, actions of third parties, or force majeure.

The Customer shall not be entitled to refuse goods of good quality that have individually determined properties if the said goods can be used exclusively by the Customer who purchased them (including, at the Customer's request, non-standard sizes, characteristics, appearance, equipment, etc.) Confirmation that the goods have individually defined properties is the difference in the size of the goods and other characteristics specified in the online store.

7. RESPONSIBILITY

The Seller shall not be liable for any damage caused to the Customer or third parties as a result of improper use, or storage of the Goods purchased from the Seller.

The Seller shall not be liable for improper, untimely provision of the Services and its obligations in case the Customer provides false or misleading information.

In case of expiration of the contract, which is 5 years, the Seller shall be released from any liability for any improper functioning of the Goods and failure to provide services after this period.

The Seller and the Customer shall be responsible for fulfilling their obligations in accordance with the current legislation of Ukraine and the provisions of this Agreement.

The Seller or the Customer shall be released from liability for full or partial failure to fulfill their obligations if the failure is the result of force majeure such as war or hostilities, earthquake, flood, fire, and other natural disasters that occurred independently of the will of the Seller and/or the Customer after the conclusion of this agreement. The Party that is unable to fulfill its obligations shall immediately notify the other Party.

8. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

By providing his personal data on the website of the online store when registering or placing an Order, the Customer gives the Seller his voluntary consent to the processing, and use (including transfer) of his personal data, as well as to perform other actions provided for by the Law of Ukraine "On Personal Data Protection", without limiting the validity of such consent.

The Seller undertakes not to disclose the information received from the Customer. It shall not be considered a violation if the Seller provides information to counterparties and third parties acting on the basis of an agreement with the Seller, including for the fulfillment of obligations to the Customer, as well as in cases where the disclosure of such information is required by the requirements of the current legislation of Ukraine.

The Customer is responsible for keeping his personal data up to date. The Seller shall not be liable for poor performance or non-performance of its obligations due to the irrelevance of information about the Customer or its inconsistency with reality.

9. MISCELLANEOUS

This agreement is concluded on the territory of Ukraine and is valid in accordance with the current legislation of Ukraine.

The Customer acknowledges that the Agreement is valid for 5 years from the date of conclusion. After this period, the ownership rights to the share of profits from the musical work are automatically canceled.

All disputes arising between the Customer and the Seller shall be resolved through negotiations. In case of failure to resolve the dispute through negotiations, the Customer and/or the Seller shall have the right to apply to the judicial authorities for resolution of the dispute in accordance with the current legislation of Ukraine.

The Seller shall have the right to amend this Agreement unilaterally as provided for in clause 5.2.1. of the Agreement. In addition, amendments to the Agreement may also be made by mutual agreement of the Parties in the manner prescribed by the current legislation of Ukraine.

Contacts:

MUSICDEX LLC

Ukraine, Kyiv city, Bolsunovska street, building 13-15

register code: 45327185

ІBAN: UA963052990000026006030137627, The JSC CB PrivatBank (USREOU code is 14360570, bank code 305299)

Director Serhii Volodymyrovych Vozniy, acts on the basis of the statute

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