# OATH RING SNAFT [Tranche 1] v1.05b

By [funDAOmental](https://paragraph.com/@admin.fundaomental) · 2022-10-21

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_SIMPLE (NON-FUNGIBLE) AGREEMENT FOR FUTURE TOKENS v1.05b_

Particulars
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*   Price per NFT: `$5,000 USDC` + GST if applicable
    
*   Delivery Date: `25th November 2022`
    
*   Tranche: `1`
    
*   NFT Entitlements: The holder of each NFT may be entitled to receive the following entitlements, where such entitlements may be subject to change at Seller’s absolute discretion in accordance with **clause 3**:
    
    *   Access to participate in the Council, with each Oath Ring receiving governance power of equal weight;
        
    *   Access to the Council reward pool for participation in Council governance activities;
        
    *   Access to the Council reward program, including discounts, free releases and product licenses;
        
    *   Early access to the work and output of Seller, including access to an exclusive community of Oath Ring holders;
        
    *   and VIP access to the broader Seller community, including to exclusive research and development communities.
        

Terms and Conditions
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### Background

*   A. This NFT pre-purchase agreement (_SNAFT_) is entered into on the Effective Date and is between the Seller, pending and subject to the Novation, and the Buyer.
    
*   B. The Buyer wishes to purchase the NFT and pay the Price, and the Seller wishes to procure the delivery of the NFT as set out in this SNAFT, subject to the Novation.
    

### 1\. Payment of Purchase Price and Agreement to Transfer NFTs

*   1.1 The Seller agrees, subject to the Novation, to sell, convey, assign, transfer and deliver to the Buyer, free and clear of all encumbrances and any other adverse right of any third party, and the Buyer agrees to purchase, acquire, and accept from the Seller, the NFT(s) Ordered, subject to the NFT(s) being minted.
    
*   1.2. The Buyer must pay that amount equal to the Price (per NFT) multiplied by the number of NFTs ordered (_Purchase Price_) in the currency so nominated above, within _14 days_ of execution of this SNAFT.
    
*   1.3. The Buyer must comply with the Seller’s payment directions, including making such payment to Seller’s nominated bank account or Seller’s nominated Wallet Address in accordance with Seller’s payment directions.
    

### 2\. Digital Wallets

*   2.1. Subject to clause 1.3, if the Buyer is making payment of the Purchase Price by digital currency, the Buyer must make payment to the Seller’s nominated Wallet Address.
    
*   2.2. The Seller must deliver the NFT(s) Ordered to the Buyer Wallet Address on or before the Delivery Date.
    
*   2.3. Each party must comply with any two factor authentication process reasonably requested by the other in relation to transfers of digital currency and any party which fails to comply with a such authentication indemnifies the other for any loss arising from payment being made to an incorrect wallet address.
    

### 3\. NFT Entitlements

*   3.1. The Seller represents and warrants, subject to any applicable laws or regulations and subject to clause 3.2, to undertake all reasonable efforts to make available in future the NFT Entitlements to each holder of the NFT(s) Ordered, with such NFT Entitlements being available only to the person or entity then holding the relevant NFT at the time the NFT Entitlement is made available or claimed.
    
*   3.2. The Buyer acknowledges and agrees that:
    
    *   (a) the Seller, having regard to the best interests of the project, has absolute discretion to amend the NFT Entitlements or reward program from time to time with notice to Buyer, in order to best serve the community;
        
    *   (b) NFT Entitlements may immediately be withdrawn from the Buyer at Seller’s absolute discretion should the Buyer breach the terms of this SNAFT, or the rules or policies or terms of the Seller community; and
        
    *   (c) NFT Entitlements may change due to changes in applicable laws or regulations to which Seller may need to comply;
        
    *   (d) NFT Entitlements may remain conditional on the Buyer holding an NFT in order to access such entitlements;
        
    *   (e) Seller does not represent or guarantee any outcomes, or any financial return from participation in any NFT Entitlements or reward program; and
        
    *   (f)  Seller is not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to Buyer or any other person.
        
*   3.3. Should an NFT Entitlement not be made available under clause 3.2 or for any other reason, the Buyer releases and holds harmless the Seller from any claim for any Loss arising as a result of the NFT Entitlement not being made available.
    

### 4\. Licence

*   4.1. The Buyer understands that the Art associated with the NFT(s) Ordered will be subject to a licence (_Licence_) which will provide that:-
    
    *   (a) No copyright in any Art associated with an NFT will transfer to a holder;
        
    *   (b) The holder of each NFT will have the right to use the Art for that NFT for personal purposes to display, use and enjoy the Art to the fullest, limited by the terms of the licence, and use the Art to gain priority or secure preferential access to NFT drops from the Seller or its Affiliates.
        
*   4.2. The Licence is subject to limitations including that the holder can not:-
    
    *   (a) mint any further NFT(s) using the Art;
        
    *   (b) seek to trademark the Art, or assert copyright or ownership of any Intellectual Property Rights in the Art;
        
    *   (c) modify the Art;
        
    *   (d) use the Art to market or sell 3rd party products;
        
    *   (e) use the Art in connection with images or words inciting hatred, violence or terrorism;
        
    *   (f)  use the Art in violation of any appliable laws; and
        
    *   (g) sell the NFT in a manner designed to hide or conceal the transaction price of the transfer.
        

### 5\. Interest and Indemnity

*   5.1. The Seller shall indemnify the Buyer against all Loss, including reasonable legal costs, related to any inaccurate statement of fact made by the Seller or any alleged breach of or failure by the Seller to perform any of the Seller’s obligations under this SNAFT. The Buyer shall notify the Seller of any claim presented to the Buyer by a third party and the Seller shall have the right to participate in the defence of any such claim with counsel of the Seller’s choosing at the Seller’s sole cost and expense.
    
*   5.2. The Buyer shall indemnify the Seller against all Loss and liabilities, including reasonable legal costs, related to any inaccurate statement of fact made by the Buyer or any breach of or failure by the Buyer to perform any of the Buyer’s obligations under this SNAFT including the terms and conditions of the Licence and any warranties.
    
*   5.3. The Buyer agrees to pay interest on any amount outstanding under this SNAFT at the rate of 1.5% per month compounding.
    

### 6\. Buyer Warranties

*   6.1. The Buyer warrants and represents that:
    
    *   (a) If a company, the Buyer is duly incorporated in its place of incorporation, and the Buyer has full legal capacity to enter into this SNAFT;
        
    *   (b) The Buyer Wallet Address is correct;
        
    *   (c) The Buyer will follow any two factor authentication requested by the Seller in connection with verifying the Buyer Wallet Address;
        
    *   (d) The Buyer is not purchasing the NFT(s) Ordered as a financial investment or for a speculative or resale purpose;
        
    *   (e) It is lawful for the Buyer to enter into this SNAFT in the Buyer’s jurisdiction; and
        
    *   (f) The Buyer will provide the Seller with such KYC information as may be reasonably requested by the Seller.
        
*   6.2. The Buyer has taken, or has had the opportunity to take and has elected not to take, legal advice as to the nature and effect of this SNAFT.
    
*   6.3. The Seller may terminate this SNAFT for any breach of the Buyer warranties set out above.
    

### 7 Novation

*   7.1. The Buyer understands that the rights and obligations under this SNAFT are intended to be novated to an entity which is not yet incorporated (_Novation_) and enters into this SNAFT in understanding of and accepting that the Novation will occur.
    
*   7.2. The Buyer hereby appoints the Seller as their duly appointed limited attorney for the limited purposes of executing such documents on behalf of the Buyer as the Seller considers reasonably necessary to give effect to the Novation.
    
*   7.3. Upon the Novation taking place, the Buyer is taken to release the party named as Seller in this SNAFT from any Claim for Loss, howsoever arising, in connection with this SNAFT.
    

### 8\. General

*   8.1. This SNAFT is not valid unless accompanied by Particulars setting out a Purchase Price of USD$1 or more.
    
*   8.2. This SNAFT may not be assigned by a Buyer without the written consent of the Seller, which consent shall not be unreasonably withheld.
    
*   8.3. Any amounts set out in this SNAFT are exclusive of any applicable Sales Tax, and each party is responsible for any income tax consequences, including taxation payable arising from the transaction contemplated by this SNAFT.
    
*   8.4. Any dispute arising under this SNAFT may, at the Seller’s option, be referred to binding arbitration conducted in accordance with:
    
    *   (a) if occurring prior to the Novation, the Arbitration Rules of the Resolution Institution with the seat of the Arbitration being in Sydney, Australia; or
        
    *   (b) if occurring after the Novation, the arbitration rules and seat of the arbitration both nominated by the party standing in the shoes of the Seller following the Novation.
        
*   8.5. Any communications pursuant to this SNAFT must be in writing and such notices must to be delivered to either party under this SNAFT may be sent to that party’s nominated email address for service, in addition to any other lawful means of delivering a notice (but in each case an email must be sent to the nominated email address for service).  The Buyer’s nominated email for service shall be the Buyer’s Contact Email unless and until otherwise nominated.
    
*   8.6. This SNAFT may be validly executed by electronic means, including third party document execution service such as DocuSign and such execution with Buyer and Seller’s digital signature (or signature of an authorised officer / representative of Buyer and/or Seller) will constitute the fully executed SNAFT.
    

### 9\. Definitions

In this SNAFT:-

*   9.1. _Art_ means the artistic works published by (or used under licence by) the Seller and associated with each of the NFT(s) Ordered;
    
*   9.2. _Buyer_ means the party identified by the Seller and linked to the unique invitation code and Wallet Address used to complete the purchase;
    
*   9.3. _Buyer Address_ means the postal contract address provided by the Buyer;
    
*   9.4. _Buyer’s Contact Email_means the contact email address provided by the Buyer;
    
*   9.5. _Buyer Wallet Address_ means the Wallet Address used by the Buyer to transfer payment, or any replacement Wallet Address designated by Buyer on or before the Delivery Date;
    
*   9.6. _Delivery Date_ means the date set out in the Particulars next to the words “Delivery Date” or such date as the Seller may, acting reasonably and with regard to the nature of the project, choose to deliver the NFT(s) Ordered, and in any event the Delivery Date cannot be longer than 12 months after the Effective Date;
    
*   9.7. _Effective Date_ means the date of execution of this SNAFT;
    
*   9.8. _Council_ means that group holding one or more “council” Oath Rings. who comprise (from time-to-time) a steering and guidance council with certain governance decision making power(s) and informal oversight of the _Guilds_;
    
*   9.9. _Licence_ has the meaning set out in clause 4.1;
    
*   9.10. _Loss_ means any loss or damage, howsoever arising, suffered by a party, and including reasonable legal costs incurred in addressing that loss, but always excluding consequential loss, loss of expectation, loss of profit, or indirect loss of any kind;
    
*   9.11. _Guilds_ means the group holding one or more “guild” Oath Rings, who compromise (from time-to-time) various groups with certain governance decision-making power(s);
    
*   9.12. _NFT_ means “council” Oath Ring non-fungible tokens being offered for sale by the Seller, subject to the Novation, under this SNAFT;
    
*   9.13. _NFT Entitlements_ means those rights set out in the Particulars next to the words “NFT Entitlements”;
    
*   9.14. _NFT(s) Ordered_ means the number of NFTs ordered by the Buyer under this SNAFT and paid for by the Buyer, as evidenced by a transaction from the Buyer’s Wallet Address;
    
*   9.15. _Novation_ has the meaning set out in clause 7.1;
    
*   9.16. _Oath Ring_ means a non-fungible “oath ring” token;
    
*   9.17. _Particulars_ means the table set out on the first page of this SNAFT;
    
*   9.18. _Purchase Price_has the meaning set out in clause 1.2; and
    
*   9.19. _Sales Tax_ means any goods and services or value added tax which the Seller may or is obliged to charge or remit based on the Purchase Price;
    
*   9.20. _Seller_means FunDAOmental Pty Ltd ACN 658 148 540, of c/- Piper Alderman, Level 23, Governor Macquarie Tower, One Farrer Place, Sydney NSW 2000 and following Novation, the party who accepts the Novation;
    
*   9.21. _SNAFT_means this agreement, being a Simple (Non-Fungible) Agreement for Future Tokens; and
    
*   9.22. _Wallet Address_ means the public segment of a public/private key pair on the Ethereum network, that is compatible with tokens based on the ERC-20 and ERC-721 standards.
    

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*Originally published on [funDAOmental](https://paragraph.com/@admin.fundaomental/oath-ring-snaft-tranche-1-v1-05b)*