AGREEMENT

1. Certain defined Terms and Related Information

1.1 NFTs and Collectibles

(a) NFTs

“NFTs” means Ethereum, Binance Smart Chain and Avalanche based tokens complying with the ERC-721, BEP-721, ERC-1155, BEP-1155 standard or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible” tokens representing a unique Collectible; however, certain NFTs may be fungible with one another (i.e. all such NFTs are associated with the same Collectible Metadata) while being non-fungible with other NFTs (i.e. such NFTs are associated with different Collectible Metadata).

(b) Collectibles

(I) “Collectible” means the association on Ethereum / Binance Smart Chain /Avalanche of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the (I) “Collectible” means the association on Ethereum / Binance Smart Chain/ Avalanche of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the ERC-721, BEP-721 Metadata JSON Schema, ERC-1155, BEP-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable (such JSON file, the “Collectible ID”).

(II) The Collectible ID of a Collectible specifies the properties of the Collectible, including the name and description of the Collectible (the “Collectible Descriptors”), a URI identifying an image file associated with the Collectible (the “Collectible Image”) and potentially other “metadata” associated with the Collectible (the Collectible Descriptors, Collectible Image and such other metadata, collectively, the “Collectible Metadata”).

(III) There can be no guarantee or assurance of the uniqueness, originality or quality of any Collectible or Collectible Metadata. In the absence of an express legal agreement between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee or assurance that the purchase or holding of the Collectible confers any license to or ownership of the Collectible Metadata or other intellectual property associated with the Collectible or any other right or entitlement, notwithstanding that User may rightfully own or possess the NFT associated with the Collectible.

(IV) We may from time to time remove certain Collectibles from the Apps or restrict the creation of Collectibles on the Apps by sole and absolute discretion. The Company does not commit and shall not be liable for any failure to support, display, offer or continue to support, display or offer any Collectible for trading.

2. Certain General Terms

2.1 The User is Responsible for Accounts / Addresses.

Users are responsible for all matters relating to their accounts (if any) or the blockchain accounts or addresses through which they interact with the Offerings and for ensuring that all uses thereof comply fully with these Terms. Users are responsible for protecting the confidentiality of their login information and passwords (if applicable) and the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Offerings.

2.2 Discontinuation of Offerings.

The Company shall have the right at any time to change or discontinue any or all aspects or features of the Offerings.

2.3 The Company May Deny Access to or use of the Offerings.

The Company reserves the right to terminate a User’s access to or use of any or all of the Offerings at any time, without notice, for violation of these Terms or for any other reason, based on the discretion of Company. The Company reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at the Company’s sole discretion. Collectibles or other materials uploaded to the Offerings may be subject to limitations on usage, reproduction and/or dissemination; Users are responsible for adhering to such limitations if they acquire a Collectible. Users must always use caution when giving out any personally identifiable information through any of the Offerings. The Company does not control or endorse the content, messages or information found in any Offerings and the Company specifically disclaims any liability with regard to the Offerings and any actions resulting from any User’s participation in any Offerings.

2.4 Monitoring.

The Company shall have the right, but not the obligation, to monitor the content of the Offerings, to determine compliance with this TOU and any operating rules established by the Company and to satisfy any law, regulation or authorized government request. The Company shall have the right and sole discretion to edit, refuse to post or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, the Company shall have the right to remove any material that the Company, at its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

2.5 Copyright Notice.

All trademarks appearing in the Offerings are the property of their respective owners.

3. Licenses

3.1 License to Use the Platform.

AEach User, subject to and conditioned upon such User’s acceptance of and adherence to these Terms, is hereby granted a non-transferable, personal, non-sublicensable license to use the System for their intended purposes.

3.2 Content.

All content on the Platform is created by Users. The Company makes no representations or warranties as to the quality, origin or ownership of any content found in the Offerings. The Company shall not be liable for any errors, misrepresentations or omissions in, of and about the content, nor for the availability of the content. The Company shall not be liable for any losses, injuries or damages from the purchase, inability to purchase, display or use of content.

4. Fees, commissions, royalties and other charges

4.1 Fees.

All content on the Platform is created by Users. The Company makes no representations or warranties as to the quality, origin or ownership of any content found in the Offerings. The Company shall not be liable for any errors, misrepresentations or omissions in, of and about the content, nor for the availability of the content. The Company shall not be liable for any losses, injuries or damages from the purchase, inability to purchase, display or use of content.

Creating, buying, selling or transferring Collectibles may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time at the sole discretion of the Company, a Collectible creator or participants in the Ethereum ecosystem, the Binance Smart Chain ecosystem or the Avalanche ecosystem. On the date of initial publication of these Terms, Fees include:

(a) service fees established by and payable to the Company;

(b) commissions on secondary sales of Collectibles, established by and payable to the creators of such Collectibles; and

(c) “gas fee” (all transactions on NFT Stars, including without limitation minting, tokenizing, bidding, listing, offering, purchasing or confirming, are facilitated by smart contracts existing on the Ethereum, BSC and the Avalanche networks. The Ethereum, BSC and the Avalanche networks require the payment of a transaction fee (a “gas fee”) for every transaction that occurs on networks and thus every transaction occurring on NFT Stars. The value of the Gas Fee changes, often unpredictably and is entirely outside of the control of NFT Stars. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid or other transaction on NFT Stars be invalidated, revocable, retractable or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high or otherwise unacceptable. Service fees may be adjusted from time to time at the sole discretion of the Company. Commissions are set at the sole discretion of the Collectible creator and may range from 0% to 100%; in the event that a User acquires a Collectible with a 100% commission, the User will be unable to collect any proceeds from the sale of that Collectible on the Platform.

4.2 Forms of Payment.

Fees may be paid or payable solely in the manner determined at the sole discretion of the Company.

4.3 Finality; No Refunds.

All transactions involving the Offering are final. All related Fees are non-refundable except at the sole discretion of the Company (for service fees and other fees within its control) or applicable third parties (Collectibles creators, network miners, etc.).

5. Acceptable & Prohibited uses of the Offerings

5.1 Acceptable Uses.

The Platform and other Offerings are reserved exclusively for lawful consumer entertainment and artistic purposes (the “Permitted Uses”).

5.2 Prohibited Uses.

Users must not, directly or indirectly: 

(a) employ any device, scheme or artifice to defraud or otherwise materially mislead the Company, the DAO or any member of the Community, including by impersonating or assuming any false identity; 

(b) engage in any act, practise or course of business that operates or would operate as fraud or deceit upon the Company, the DAO or any member of the Community; 

(c) violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, trading policy or other contract governing the use of any the Offerings or any relevant NFTs or Collectibles;
 
(d) use the Offerings by or on behalf of a competitor of the Company or competing platform or service for the purpose of interfering with the Offerings to obtain a competitive advantage; 

(e) engage or attempt to engage in or assist any hack of or attack on the Apps, DAO or any member of the Community, including any “sybil attack”, “DDoS attack”, “griefing attack” or theft of Collectibles, NFTS or funds, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or any other similar software or programs that may damage the operation of another’s computer or property or interfere with the Offerings; 

(f) create, buy, sell or use any Collectible that in any manner infringes the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity, unless the applicable User owns or controls the rights thereto or has received all necessary consent to do the same; 

(g) commit any violation of applicable laws, rules or regulations;

(h) use the Offerings in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); 

(i) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of an other; 

(j) publish, post, distribute or disseminate any profane, obscene, pornographic, indecent or unlawful content, pictures, topic, name, material or information; 

(k) engage in or knowingly facilitate any “front-running”, “wash trading”, “pump and dump trading”, “ramping”, “cornering” or fraudulent, deceptive or manipulative trading activities, including: 

   1)  trading a Collectible at successively lower or higher prices for the purpose of creating or  
   inducing a false, misleading or artificial appearance of activity in such Collectible, unduly or 
   improperly influencing the market price for such Collectible or establishing a price which does not 
   reflect the true state of the market in such Collectible;

   2)  for the purpose of creating or inducing a false or misleading appearance of activity in a 
   Collectible or creating or inducing a false or misleading appearance with respect to the market in a 
   Collectible:

      - executing or causing the execution of any transaction in a Collectible which involves no 
      material change in the beneficial ownership thereof; or

      - entering any order for the purchase or sale of a Collectible with the knowledge that an order   
      of substantially the same size and at substantially the same price, for the sale of such Collectible, 
      has been or will be entered by or for the same or different parties;

   3)  participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint   
   account organized for the purpose of unfairly or deceptively influencing the market price of a 
   Collectible;

(l) utilize the Offerings to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real-estate or real-estate leases, equipment leases, debt financings, equity financings or other similar transactions; 

(m) utilize the Offerings to buy, sell or advertise personal, professional or business services; 

(n) utilize the Offerings to engage in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiatives, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events.

(o) entering an order for the sale of a Collectible with the knowledge that substantially the same size Collectible has been or will be entered by on other (s) NFT platform(s).

The foregoing matters are referred to herein as “Prohibited Uses”.
 

6. The NFT Stars DAO and NFTS Voting

6.1 Purposes of the DAO.

The DAO was established by the Company to foster community among the artists, collectors, traders and other users of the Platform (the “Community”) and provide them with a voice in how the Platform is run, maintained, marketed, improved and otherwise governed (“Governance Decisions”).

6.2 Purposes of NFTS.

NFTS is intended to be utilized by the Community to participate in the DAO, including by voting on proposed Governance Decisions (“Governance Proposals”). NFTS may from time to time be given additional uses as determined by the Company (in non-binding consultation with the DAO).

7. Representations and Warranties of NFTS Recipients

Each User hereby represents and warrants to the Company that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, the User shall immediately divest and cease using all NFTS and cease accessing and using all other Offerings.

7.1 Status.

If the User is an individual, the User is of legal age in the jurisdiction in which the User resides (and in any event is older than thirteen years of age) and is of sound mind. If the User is a business entity, the User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

7.2 Power and Authority.

The User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute the legal, valid and binding obligation of the User, enforceable against the User in accordance with its terms.

7.3 No Conflict; Compliance with law.

The User agreeing to these Term and buying, selling holding, using or receiving NFTS does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time or both), a breach, default, contravention or violation of any law applicable to the User, or contract or agreement to which the User is a party or by which the User is bound.

7.4 Absence of Sanctions.

The User is not (and, if the User is an entity, the User is not owned or controlled by any other person who is) acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to a government such as the lists maintained by the United Nations Security Council, the European Union (EU) or its member states and the government of the User’s home country. The User is not, (and, if User is an entity, User is not owned or controlled by any other person who is) acting on behalf of any other person who is located, ordinarily resident, organized, established or domiciled in Afghanistan, Bangladesh, Bolivia, Burundi, Central African Republic, Crimea Region, Cuba, Dem. Rep. Congo, Ecuador, Eritrea, Republic of Guinea, Guinea-Bissau, Hong Kong, Iran, Iraq, Kyrgyzstan, Lebanon, Libya, Mainland China, Mali, Burma (Myanmar), Namibia, Nepal, North Korea, Somalia, Sudan, South Sudan, Syria, United States, Venezuela, Yemen, Zimbabwe, located in or a resident of The British Virgin Islands or Turkey. The tokens or other funds a User uses to participate in the Platform or acquire Collectibles or NFTS are not derived from and do not otherwise represent the proceeds of any activities done in violation or contravention of any law.

7.5 No Claim, Loan, Ownership Interest or Investment Purpose.

The User understands and agrees that the User’s purchase, sale, holding, receipt and use of NFTS and the other Offerings does not:

(a) represent or constitute a loan or a contribution of capital to, or other investment in the Company or any business or venture;

(b) provide the User with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, the Company or any other business or venture; and

(c) create or imply or entitle the User to the benefits of any fiduciary or other agency relationship between the Company or any of its directors, officers, employees, agents or affiliates, on the one hand and the User on the other hand. The User is not entering into these Terms or buying, selling, holding receiving or using NFTS for the purpose of making an investment with respect to the Company or its securities, but solely wishes to use the Platform for its intended purposes and to participate in the DAO in order to participate in the protection and improvement of the use and enjoyment of the Platform for such purposes. The User understands and agrees that the Company will not accept or take custody over any Collectibles, NFTS, cryptocurrencies or other assets of the User and has no responsibility or control over the foregoing.

7.6 Non-Reliance.

The User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Ethereum, NFTs, Collectibles and “smart contracts” (bytecode deployed to Ethereum or another blockchain). The User has conducted their own thorough independent investigation and analysis of the Platform, NFTS and the other matters contemplated by these Terms and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of the Company in connection therewith, except as expressly set forth by the Company in these Terms.

8. Risks, Disclaimers and Limitations of Liability

8.1 No Consequential, Incidental or Punitive Damages.

Notwithstanding anything to the contrary contained in these Terms, the Company shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not the Company has been advised or knew of the possibility of such damages and regardless of the nature of the cause of action or theory asserted.

8.2 Limitation of Liability.

The Company’s liability for damages to each User shall in all cases be limited to, and under no circumstances shall exceed, the Company’s service fees actually received by the Company from such a User.

8.3 Disclaimer of Representations.

The Offerings are being provided on an “as is” and “as available” basis. To the fullest extent permitted by law, the Company is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, expressed or implied, written or oral, equitable, legal or statutory, in connection with the Offerings and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Offerings. The User acknowledges and agrees that use of the Offerings is at the User’s own risk.

8.4 No Responsibility for Collectibles; No Guarantee of Uniqueness or IP.

The Company has no responsibility for the Collectibles created or traded by Users on the Platform. The Company does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded by Users on the Platform.

8.5 No Professional Advice or Liability.

All information provided by or on behalf of Company is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Company. Before Users make any financial, legal or other decisions involving the Offerings, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

8.6 Limited Survival Period for Claims.

Any claim or cause of action a User may have or acquire in connection with the Offerings or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against, the Company solely prior to:

(a) the expiration of the statute of limitations applicable thereto; and

(b) the date that is six months after the date on which the facts and circumstances giving rise to such a claim or cause of action first arose.

8.7 Third-Party Offerings and Content.

References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Offerings. In addition, third parties may offer promotions related to the Offerings. The Company does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases the Company from all liability arising from Users’ use of any such resources, products, services or content or participation in any such promotions. The User further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

8.8 Certain Uses and Risks of Blockchain Technology.

(a) Use of Blockchain Technology. The Company utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Offerings. Each User acknowledges and agrees that such technologies are novel, experimental and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. 

(b) Certain Risks of Blockchain Technology. The technology utilized in delivering the Offerings depends on public peer-to-peer networks such as Ethereum, Binance Smart Chain and Avalanche that are not under the control or influence of the Company and are subject to many risks and uncertainties. Such technologies include the systems that the Company may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts''. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Offerings. The Company will not be able to restore or issue any refund in respect of any Collectibles or  NFTS due to lost private keys. If a User is not able to spend or use a Collectible or NFTS due to loss or theft of the corresponding private key or otherwise, the User will be unable to exercise their rights with respect to such Collectible or NFTS. 

(c) Certain Risks of Smart Contract Technology. Collectibles, NFTS and other digital assets relevant to the Platform depend on the smart contracts deployed to Ethereum, Binance Smart Chain and Avalanche some of which may be coded or deployed by persons other than the Company. Once deployed to Ethereum, Binance Smart Chain and Avalanche, the code of smart contracts cannot be modified. In the event that the smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum, Binance Smart Chain and Avalanche., Users may be exposed to a risk of total loss and forfeiture of all Collectibles, NFTS and other relevant digital assets. The Company assumes no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law. 

(d) Asset Prices. The fiat-denominated prices and value in public markets of assets such as ETH, BNB, AVAX/WAVAX, NFTs, Collectibles and NFTS have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short or long-term holding of blockchain assets. The market value of any ETH, BNB, AVAX/WAVAX NFT, Collectible or NFTS may decline below the price for which a User acquires such asset through the Platform or on any other platform. The User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum and Binance Smart Chain are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, BNB, AVAX/WAVAX, NFTs, Collectibles, NFTS or other digital assets associated with the Platform. 

(e) Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties and the Platform, NFTs, Collectibles and NFTS could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of the User to continue the use and enjoyment of such assets and technologies.
  
(f) Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, Binance Smart Chain, the Platform, NFTs, Collectibles and NFTS, including the theft, loss or inaccessibility thereof. 

(g) Fork Handling. Ethereum, Binance Smart Chain,  Avalanche, the NFTs,  the Collectibles and NFTS may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: 

   1) changes the protocol rules in a backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain or other matters relating to the future operation of the protocol; or 

   2) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. The Company may not be able to anticipate, control or influence the occurrence or outcome of forks and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, the Company does not assume any responsibility to notify a User of pending, threatened or completed forks. The Company will respond to any forks as the Company determines at its sole and absolute discretion and the Company shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, the Company’s possible and permissible responses to a fork may include: 

    -  honoring the Collectibles, NFTs and NFTS on both chains; Collectibles, NFTs and NFTS in 
different respects or to a different extent on both chains; or 

    -  any other response or policy or procedure, as determined by the Company at its sole and absolute discretion. The Company reserves the right to only allow one NFT to be associated with the relevant metadata forming the Collectible, notwithstanding that copies of such NFT may exist on both chains following a fork. The User assumes full responsibility to independently remain apprised of and informed about possible forks and to manage the User’s own interests in connection therewith.
 

8.9 Legal Limitations on Disclaimers.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these Terms shall apply to the fullest extent permitted by applicable law.

8.10 Officers, Directors, etc.

All provisions of these Terms which disclaim or limit obligations or liabilities of the Company shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of the Company.

8.11 Indemnification.

Each User shall defend, indemnify, compensate, reimburse and hold harmless the Company (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Offerings; (b) User’s violation of these Terms or any other applicable policy or contract of the Company; or (c) violation of any rights of any other person or entity.

9. Governing Law; Dispute Resolution

9.1

Any dispute arising out of or in connection with this User Agreement, including any question regarding its existence, validity or termination, shall be resolved by written negotiations. Should the dispute not be resolved after the lapse of a 3-month period since the receipt by the Company of any such communication, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, Rules which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Seychelles.

10. Miscellaneous

10.1 Headings.

The headings and captions contained in these Terms are for convenience of reference only and shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.

10.2 Successors and Assigns.

These Terms shall inure to the benefit of the Company, the Users and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. The User shall not share or provide a copy of or transfer to any person, any NFTS or the private key associated with any NFTS without notifying such person that such person shall be bound by and become a party to these Terms by virtue of thereof (or if the transferor has a reasonable belief that the transferee is aware of these Terms). The User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these Terms to any other person without the Company’s advance written consent. The Company may freely assign, transfer or delegate their rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

10.3 Severability.

In the event that any provision of these Terms or the application of any such provision to any person or set of circumstances shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent:

(a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and

(b) the Company shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

10.4 Force Majeure.

The Company shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God, war or terrorism, any epidemic or pandemic or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum, Binance Smart Chain and Avalanche network or blockchain any aspect thereof, or any consensus attack, hack or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables the Company to provide the Offerings.), it being understood that the Company shall use commercially reasonable efforts consistent with accepted practices in the industries in which the Company operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

10.5 Amendments and Modifications.

These Terms may only be amended, modified, altered or supplemented by or with the written consent of the Company. The Company reserves the right, at its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Company's website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Company's website. The User shall be responsible for reviewing and becoming familiar with any such modifications. The User hereby waives any right the User may have to receive specific notice of such changes or modifications. Use of the Offerings by the User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If the User does not agree to any such modifications, the User must immediately stop using the Offerings.

10.6 No Implied Waivers.

No failure or delay on the part of the Company in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.7 Entire Agreement.

These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10.8 Rules of Interpretation.

(a) “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;

(b) “include(s)” and “including” shall be construed to be followed by the words “without limitation”;

(c) “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;

(d) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;

(e) section titles, captions and headings are for convenience of reference only and have no legal or contractual effect.;

(f) whenever the context requires: the singular number shall include the plural and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and

(g) except as otherwise indicated, all references in these Terms to “Sections”, “clauses”, etc. are intended to refer to Sections of Sections, clauses, etc. of these Terms.