Digital Asset Purchase Agreement

Template notice. This document is a template provided with the BuildMarket platform. It has not been reviewed by counsel for your jurisdiction or business. Replace or approve it in the admin panel before public launch.

This agreement is between the Seller and the Buyer identified in the BuildMarket transaction record (the "Transaction").

1. Assets

Seller sells and Buyer buys the digital assets and associated rights listed in the Transaction's Asset Transfer Checklist (the "Assets"), for the purchase price shown in the Transaction (the "Price"). No company shares, securities or legal entity are being sold.

2. Escrow

Buyer will deposit the Price with the escrow provider designated by BuildMarket. Funds are released to Seller only after Buyer confirms receipt of the Assets or the inspection period ends under the escrow provider's terms. BuildMarket's success fee is settled within the escrow transaction as shown in the Transaction.

3. Transfer

Seller will transfer each Asset following the provider's official process and record each step in the checklist. Seller will provide reasonable transition assistance for 14 days after completion. Buyer will rotate all credentials after transfer.

4. Seller warranties

Seller warrants ownership and the right to sell the Assets, that the Assets are free of undisclosed liens, that listing information is accurate (seller-reported data being Seller's good-faith statement), and that Seller has disclosed material third-party components and licenses.

5. Buyer warranties

Buyer warrants it has the authority and funds to complete the purchase and has conducted its own diligence.

6. Post-closing

After completion Seller will not use the Assets' name, brand or domain in a confusingly similar product, and will not solicit the Assets' customers for a competing product for 12 months.

7. Limitation of liability

Except for breach of warranties in Section 4 or fraud, neither party's liability exceeds the Price. Neither party is liable for consequential damages.

8. Disputes

Disputes follow the BuildMarket Dispute Process and the escrow provider's terms, then the courts of Delaware, USA.

9. Marketplace role

BuildMarket facilitated the Transaction, provides the checklist and records, and is not a party to this agreement.