Description
"The city bled with patriotism on this day, and I was proud to be supporting in attendance. I got a chance to speak with Thea’s mother — the kindest, most gentle, warm-eyed, inviting little soul, who remains scarred from two decades worth of lament when her husband got caught in the tower. Throughout the morning, she’d reminisce… where she was, how she felt, keeping her children calm…
She told me she had spoken to her husband before he passed. He called her after the first plane had hit, and they’d spoken from 9:04-9:15am. I asked her what he said. 'He just called to say goodbye.' That's when I broke. I couldn’t hold back tears as I wept beneath my baseball hat and pulled up my mask to the bridge of my nose. I turned around and took a second to collect myself, but as I stood on the ground of the most devastating terrorist attack in United States history, I couldn’t help but sob." (to be continued)
##Location:
New York, New York
##Perks:
1. 100% of proceeds go towards NYC based philanthropy to be voted on by DAO.
2. 1/99 Membership & Voting Right in Originals DAO.
##Terms:
#11 Ground Zero - 9/11/21 NFT Holder Agreement
This NFT Holder Agreement (the “Agreement”), dated April 1, 2022, is entered into by and between Logan Paul Promotions LLC, located at 1064 Ponce de Leon, Suite 507, San Juan, Puerto Rico 00907 (“LPP”), and the party who came into possession of the Ground Zero - 9/11/21 NFT (i.e., NFT #11 from that certain “99 Originals” NFT collection created by Logan Paul) through a valid use case (“Holder”). As used in this Agreement, “Party” means either LPP or Holder, as appropriate, and “Parties” means LPP and Holder. The Parties agree that the following terms and conditions shall apply to the activities to be performed by LPP under this Agreement in consideration of certain activities to be performed by Holder.
1. BACKGROUND AND OBJECTIVES
1. This Agreement is being made and entered into with reference to the following:
1. LPP intends to perform activities to structure a decentralized autonomous organization devoted to the possibility of: (i) celebrating the human experience; and (ii) introducing heralded and unprecedented web3 experiences (hereinafter, the “LPP DAO”).
2. Holder desires to experience some or all of the use cases of the LPP DAO (e.g., consumption of news, content, music, products and services; attendance of community events; creation of news, content, music, products and services; creation of community events; evaluation of news, content, music, products, services and community events; voting as to trustworthiness, accuracy, reliability, quality and appeal of content, music, products, services and community events; creation of contests, creation of virtual events; gift cards; rewards; vouchers; performing and/or receiving professional services; devotion of meaningful, substantial and measurable efforts to sustain and improve the LPP DAO and to bring about financial gain for the LPP community; and participating meaningfully in the governance of the LPP DAO and having a voice in its future direction).
2. LPP and Holder have implicitly agreed upon the following specific goals and objectives for this Agreement.
1. Financial success of LPP and the LPP DAO.
2. Favorable opinion of LPP and the LPP DAO by its audiences.
3. Critical acclaim for and laudatory recognition of LPP and the LPP DAO.
3. Construction.
The provisions of this Section 1 of the Agreement are intended to be a general introduction to this Agreement and are not intended to expand the scope of the Parties’ obligations under this Agreement or to alter the plain meaning of the terms and conditions of this Agreement. However, to the extent the terms and conditions of this Agreement do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be interpreted and construed so far as to give the fullest effect and meaning to the provisions in this Section 1.
2. LPP RESPONSIBILITIES
1. Community Management.
LPP shall perform the following activities with respect to community management of the LPP DAO:
1. Populate the LPP DAO feed with regular and ongoing communication, updates and notifications as to the progress of the LPP tokenized community.
2. Respond to good faith inquiries, communications and correspondences from the community.
2. Thought Leadership.
LPP shall perform the following activities with respect to thought leadership of the LPP DAO:
1. Identify, select and propose key improvements to the LPP DAO.
2. Identify, select and propose key improvements to the consensus algorithm.
3. Identify, select and propose key improvements to the supply of digital assets native to the LPP DAO (e.g., Cantillon Effect, engagement mining, devotional mining).
3. Utility.
1. LPP shall transfer one hundred percent (100%) of the proceeds received from the purchase of the Ground Zero - 9/11/21 NFT by the primary purchaser of the Ground Zero - 9/11/21 NFT (i.e., the first party to purchase the Ground Zero - 9/11/21 NFT from LPP in the first sale of the ORIGINAL_ONE NFT) to a philanthropy voted on by the “Originals DAO”. LPP shall transfer such amount to the associated philanthropy after the first sale of the Ground Zero - 9/11/21 NFT.
2. The primary purchaser described in the foregoing Section 2.3.1 shall be vested with a 1/99 (.0101%) membership status and voting right in that certain DAO known as the “Originals DAO” promptly after the associated sale and purchase has been completed.
3. For the sake of clarity, LPP shall not be obligated to perform the duties, responsibilities and obligations set forth in this Section 2.3, and the utility set forth in this Section 2.3 shall not be effective, except with respect to the first party to purchase the Ground Zero - 9/11/21 NFT from LPP in the first sale of the Ground Zero - 9/11/21 NFT.
3. TERM
The term of this Agreement shall begin when Holder comes into possession of the twins NFT through a valid use case and shall expire on the earlier of: (i) the release of possession of the twins NFT by Holder; (ii) the burning, expiration, redemption or termination of the twins NFT; or (iii) the completion of all of LPP’s duties, responsibilities and obligations set forth in this Agreement unless terminated earlier or extended in accordance with this Agreement (the “Term”).
4. HOLDER FINANCIAL GAIN
1. When the LPP DAO is implemented, LPP and the LPP DAO community may choose to activate additional features, properties and capabilities in the digital assets (NFTs, fungible tokens, governance tokens, airdropped tokens, etc.) associated with the LPP DAO.
2. In such a circumstance, and notwithstanding anything set forth elsewhere in this Agreement, Holder shall not receive amounts or experience financial gain from, associated with or in relation to LPP and the LPP DAO (e.g., FengFu), nor shall Holder be eligible, have the power or right to sell, transfer or exchange any NFTs, unless Holder has contributed, devoted and taken action to put measurable, meaningful and substantive effort into the sustainment and improvement of the LPP DAO and the LPP DAO’s operations and/or financial gain through efforts that include a minimum number of use cases, as measured by the smart contracts that govern the LPP DAO.
3. Stated otherwise, in the circumstance set forth in Section 4.1, above, Holder shall not experience financial gain from, associated with or in relation to LPP or the LPP DAO solely off of, due to or arising from the efforts of the LPP DAO nor the efforts of specifically identifiable second or third parties whether or not such parties are associated with this Agreement.
5. FORCE MAJEURE
1. Suspension.
If, by reason of fire, earthquake, labor dispute or strike, war, threat to public safety, pandemic, act of God or public enemy, any municipal ordinance, any state or federal law, governmental order or regulation or other cause beyond LPP’s reasonable control that would excuse LPP’s performance as a matter of law, LPP is prevented from or hampered in the operation of the LPP DAO, or if, by reason of any of the aforesaid contingencies or any other cause or occurrence not within LPP’s reasonable control, including but not limited to the death, illness or incapability of any principal member, the preparation or production of any operations associated with the LPP DAO is interrupted or delayed and/or, if LPP’s normal business operations are interrupted or otherwise interfered with by virtue of any disruptive events that are beyond LPP’s reasonable control (the “LPP Disability”), then LPP may postpone the commencement of or suspend the activities set forth in this Agreement and the running of time hereunder for such time as LPP Disability continues. Such suspension shall end upon the cessation of the cause thereof and LPP shall resume performance of the activities set forth in this Agreement.
2. Termination.
If the LPP Disability continues for a period greater than ten (10) days, then Holder shall have the right to terminate Holder’s engagement and association with the LPP DAO.
6. LPP INCAPACITY
If, by reason of mental or physical disability, illness, injury or other incapacitating condition a result of which LPP is unable to perform, with reasonable accommodation, the activities required to be performed under this Agreement or LPP is unable to comply with any of the terms or conditions herein (“LPP Incapacity”) for a consecutive period in excess of two (2) days or an aggregate period in excess of ten (10) days, then Holder shall have the right to terminate Holder’s engagement and association with the LPP DAO.
7. LPP DEFAULT
If LPP fails or refuses to perform or comply with any of the terms or conditions hereof (other than by reason of LPP Incapacity) (“LPP Default”), then Holder shall have the right to terminate Holder’s engagement and association with the LPP DAO. LPP Default shall not include any failure by or refusal of LPP to perform or comply with the material terms of this Agreement due to a breach or action by Holder that makes the performance by LPP of its responsibilities impossible. Prior to termination of this Agreement by Holder based upon LPP Default, Holder shall notify LPP specifying the nature of the LPP Default in question and LPP shall have a period of five (5) business days to cure the LPP Default in question. If a LPP Default is not cured within this period, then Holder shall have the right to terminate Holder’s engagement and association with the LPP DAO.
8. REMEDIES
All remedies accorded herein or otherwise available to either Holder or LPP shall be cumulative, and no one such remedy shall be exclusive of any other. Without waiving any rights or remedies under this Agreement or otherwise, Holder may from time to time recover, by action, any damages arising out of any breach of notice to LPP. The pursuit by either Holder or LPP of any remedy under this Agreement or otherwise shall not be deemed to waive any other or different remedy that may be available under this Agreement or otherwise, either at law or in equity.
9. MISCELLANEOUS.
1. Cumulative Rights and Remedies.
All rights, remedies, licenses, undertakings, obligations, covenants, privileges and other property granted herein shall be cumulative, and LPP may exercise or use any of them separately or in conjunction with any one or more of the others.
2. Waiver.
A delay or omission by either Party to exercise any right or power under this Agreement shall not be construed to be a waiver thereof. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
3. Severability.
If any provision of this Agreement as applied to either Party or any circumstances is adjudged by a court to be void and unenforceable, such shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstance or the validity or enforceability of this Agreement.
4. Governing Law.
This Agreement shall be construed in accordance with the laws of the State of Wyoming.
5. Compliance with the Law.
In performing its obligations under this Agreement, LPP shall comply with all applicable federal, state and local laws, rules and regulations.
6. Captions and Headings.
Captions and headings are inserted for reference and convenience only and in no way define, limit or describe the scope of this Agreement or intent of any provision.
7. No Disparaging Remarks.
Neither Party shall make any disparaging remarks about the other Party or the LPP DAO. This provision shall survive termination or expiration of this Agreement.
8. Entire Agreement.
This Agreement contains the entire understanding of the Parties relating to the subject matter contained herein. This Agreement may not be modified or amended except by a written agreement signed by an authorized representative of each Party.
