Terms and Conditions of Use of the Website

These Terms and Conditions of Use (these “Terms”) have been established by Tokenable Limited to govern your access to the website evecollection.io, including related subdomains, our APIs, and any other software, tools, features, or functionalities provided on or in connection with our services as specified hereinafter.

BY ACCESSING THE WEBSITE AND/OR USING OUR SERVICE YOU ACCEPT THESE TERMS AND YOU WILL BE DEEMED TO BE A ‘USER’ WHO IS LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

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.

1. DEFINED TERMS AND RELATED INFORMATION

(a) “Company” or “Tokenable” means Tokenable Ltd., a company registered in England under the company no. 1384307, whose registered address is at 20-22 Wenlock Road, London, England N1 7GU.

(b) “NFTs” means Ethereum-based tokens complying with the ERC-721 standard, ERC-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).

(c) Collectibles (i) “Collectible” means the association on Ethereum of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-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 any 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”). The Collectible Metadata for Collectibles created through the Platform are typically stored on IPFS through an IPFS node operated by the Company. The Collectible Metadata for Collectibles created outside the Platform may be stored in other ways, depending on how such Collectibles were created. (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) Tokenable may from time to time remove certain Collectibles from the Platform or restrict the creation of Collectibles on the Platform in the Company’s sole and absolute discretion, including in connection with any belief by the Company that such Collectible violates these Terms or the terms and conditions or privacy policy of the Platform.

(d) “System” means the bytecodes (“smart contracts”) for creating, buying, selling and transferring NFTs and Collectibles that are officially supported in the System, as they may be modified or supplemented from time to time pursuant to Section 3.

(e)“Platform” means the front end interface of the System, accessible via the website https://evecollection.io .

(f) “Offerings” means the services and uses provided through the Platform, including but not limited to, view, explore, and purchase NFTs, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on the blockchain.

(g) “Ethereum” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto.

(h) “Website”: all content and pages accessible from and to the web address https://evecollection.io.

2. GENERAL TERMS

2.1 User Responsible for Accounts / Addresses

Users are responsible for all matters relating to their accounts (if any) on the Platform 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) for the Platform or the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Offerings.

2.2 Discontinue Offerings or Deny Access to or Use of the Offerings

The Company shall have the right at any time to change or discontinue any or all aspects or features 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, with or without notice, for violation of these Terms or for any other reason, or based on the discretion of the 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, in 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 you 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.

2.3 Monitoring

The Company shall have the right, but not the obligation, to monitor the content of the Offerings, to determine compliance with these Terms and any operating rules established by the Company and to satisfy any law, regulation or authorized government request. The Company shall have the right in its 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, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

2.4 Copyright Notice

“Tokenable” and its logos are trademarks of the Company. All rights reserved. All of the text, graphics, user interfaces, photographs, logos, sounds, music, illustrations and IT code (collectively designated by the term “Intellectual Content”), particularly the design, structure, selection, coordination, expression, appearance, the presentation and layout of the Intellectual Content of the Platform and the System remains exclusively held by the Company, and is protected by all the applicable legislation related to intellectual property and unfair competition. All other trademarks appearing in the Offerings are the property of their respective owners.

2.5 Privacy Policy

To access the Offerings, a User must explicitly consent to the Company’s privacy and data security practices, which can be found by visiting our privacy policy available in the Website.

3. THE SYSTEM AND THE PLATFORM

3.1 Nature

The System is a public software utility deployed on Ethereum, which is accessible directly through any Ethereum node or indirectly through any compatible Ethereum “wallet” application which interacts with such a node. Through Platform, any person may buy, sell and transfer Collectibles.

3.2 License to Use the Platform and the System

Each 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 Platform and the System for their intended purposes.

3.3 Alterations to the Platform and the System

The Company may from time to time alter the list of smart contracts which are included in the System by adding or removing bytecode addresses from the official list of smart contracts supported by the Platform, including pursuant to upgrades, forks, security incident responses or chain migrations. In the event any bytecode is removed from the System, users would no longer be able to interact with or read the data that is associated with such bytecode through the Platform. It is intended (though cannot be guaranteed) that Users would continue to be able to interact with such bytecode directly through any Ethereum node or indirectly through any compatible Ethereum wallet application, but such interactions may require technical expertise beyond those of most Users.

3.4 Content

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

Buying, selling or transferring Collectibles may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of the Company, the Collectible creator or participants in the Ethereum ecosystem. Fees may include: (a) service fees established by and payable to the Company or to third-party service providers; (b) commissions on secondary sales of Collectibles; and (c) “gas” (fees paid to Ethereum miners in ETH through Users’ independent wallet applications as consideration for mining the Users’ transactions). Service fees may be adjusted from time to time in the sole discretion of the Company. Commissions are set in the sole discretion of the Collectible creator and may range from 0% to 10%; “Gas” fees are set by the User through the User’s independent Ethereum wallet application, based on the market conditions on Ethereum.

4.2 Forms of Payment

Fees may be paid or payable solely in the manner determined in the sole discretion of the Company. On the date of initial publication of these Terms, all Fees must be paid in ETH.

4.3 No Refunds

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

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, or any member of the the Community, including by impersonating or assuming any false identity; (b) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Company 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 Platform or any member of the Community, including any “sybil attack”, “DoS attack” or “griefing attack” or theft of Collectibles, NFT 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) buy, sell or use any Collectible that infringes or in a manner infringing 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 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: (i) 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; (ii) 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: (A) executing or causing the execution of any transaction in a Collectible which involves no material change in the beneficial ownership thereof; or (B) 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; or (iii) 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 initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; or (o) utilize the Offerings primarily as a general-purpose communications or messaging or
social networking platform. The foregoing matters are referred to herein as “Prohibited Uses”.

6. PLATFORM FUNCTIONING

6.1 Functioning mechanism

The Platform provides a peer-to-peer service that helps Users to directly interact with each other to exchange the NFTs in sale. The Company may not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs, which follows the rules governing the blockchain. To use our Platform, you must use a third-party wallet which allows you to engage in transactions on blockchains. The Company is not a party to any agreement for transactions occurring between Users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Platform and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Platform. The service is provided “As Is” and “As Available”, high speed internet access is required to access the service effectively. The service is subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

6.2 User Access

By connecting to the Platform, Users agree to have read, understood, and agree to be bound by these Terms.

Minors under eighteen (18) years of age cannot connect to the Platform (i) without written consent of said person’s parent or legal guardian, or (ii) unless such person is an emancipated minor. Written consent shall acknowledge these Terms and constitute a binding agreement. The Company, in its sole and absolute discretion, reserves the right to approve or reject User’s registration at any time. We are under no obligation to accept your registration.

7 NFT Purchase

7.1 Direct sale

The purchase of a NFT can happen through a direct sale or through auction. In case the purchase is available through a direct sale, the purchase order is placed once the buyer clicks on the relevant ‘Buy’ button in the Website. The buyer shall be charged with the applicable fees according to Section 4. The purchase is executed only after the transaction on the blockchain is successful. In case the purchase of the NFT is conducted via an auction, the Platform will provide the pertinent information for each auction, including: date, start time of auction, each NFT to be sold. When a NFT at the auction goes live, you are free to place bids on such NFT in accordance with the parameters set forth on the Platform for such NFT.

7.2 Bid Conditions

The Company reserves the right to accept or decline any bid. Bids must be for an entire NFT. Each NFT constitutes a separate sale. All bids are per NFT unless otherwise announced. The Company reserves the right to cancel any auction and have the NFT removed from an auction prior to acceptance of a winning bid. In the event a NFT is removed from an auction, notice will be provided by a posting on the Website and by email to Bidders who placed their bid on such NFT via the Platform. In connection with making Bids, Bidders agree that the registered Bidder with the highest Bid at the close of the Auction will be obligated to purchase the NFT. By bidding on any NFT, you agree to purchase the NFT at the price you have bid. You agree that should you bid on a NFT and that bid is the winning bid, that you are bound to pay the Fees according to section 4. All sales are final and winners cannot cancel their offer. It is unlawful and illegal for Users to collude, pool, or agree with another User to pay less than the fair value for NFT.

8. REPRESENTATIONS AND WARRANTIES OF USERS

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, User shall immediately divest and cease using the Platform and cease accessing and using all other Offerings.

If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than thirteen years of age) and is of sound mind. If User is a business entity, 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.

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 a legal, valid and binding obligation of User enforceable against User.

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 User, or contract or agreement to which User is a party or by which User is bound.

User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not 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 government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the United Kingdom, the European Union (EU) or its member states, and the government of a User home country. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The tokens or other funds a User uses to participate in the Platform or acquire Collectibles or NFT are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

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 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 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 on hand, and User, on the other hand. User is not entering into these Terms or buying, selling, holding, receiving or using NFT 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. User understands and agrees that the Company will not accept or take custody over any Collectibles, NFT, cryptocurrencies or other assets of User and has no responsibility or control over the foregoing.

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). User has conducted its own thorough independent investigation and analysis of the Platform, 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.

9. ACKNOWLEDGEMENT OF RISKS, DISCLAIMERS AND LIMITATIONS OF LIABILITY

9.1 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.

9.2 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 User.

9.3 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, express 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. All texts, images, videos provided in correspondence with the Platform’s available services have explanatory and informative purposes, are not exhaustive and may not adapt to the specific user’s need. The Owner is a mere technical supplier of the Offerings and can in no case be held responsible for the use that the User makes of the Offerings, nor with respect to the achievement of the purposes of the Offerings. User acknowledges and agrees that use of the Offerings is at the User’s own risk.

9.4 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.

9.5 No Professional Advice or Liability

All information provided by or on behalf of the 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.

9.6 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 claim or cause of action first arose.

9.7 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, are 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 User’s use of any such resources, products, services or content or participation in any such promotions. 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.

9.8 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 that are not under the control or influence of the Company and are subject to many risks and uncertainties. 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 due to lost private keys. If a User is not able to spend or use a Collectible due to loss or theft of the corresponding private key or otherwise, a User will be unable to exercise their rights with respect to such Collectible.

(c) Certain Risks of Smart Contract Technology. Collectibles, and other digital assets relevant to the Platform depend on the Platform or other smart contracts deployed to Ethereum, some of which may be coded or deployed by persons other than the Company. Once deployed to Ethereum, the code of smart contracts cannot be modified. In the event that the Platform or other 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, Users may be exposed to a risk of total loss and forfeiture of all Collectibles, 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, NFTs, Collectibles 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, NFT, Collectible may decline below the price for which a User acquires such asset through the Platform or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, NFTs, Collectibles, 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 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 User to continue the use and enjoyment of such assets and technologies.

(f) Cryptography Risks. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, the Platform, NFTs, Collectibles, including the theft, loss or inaccessibility thereof.

(g) Fork Handling. Ethereum, the NFTs, the Collectibles 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: (i) changes the protocol rules in 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 (ii) 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 in 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: (i) honoring the Collectibles, NFTs on both chains; (ii) honoring the Collectibles, NFTs on only one of the chains; (iii) honoring Collectibles, NFTs in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by the Company in 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. A User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage a User own interests in connection therewith.

(h) Essential Third-Party Software Dependencies. The Platform and other smart contracts deployed to Ethereum are public software utilities which are accessible directly through any Ethereum node or indirectly through any compatible Ethereum “wallet” application (such as the web browser plugin Metamask) which interacts with such a node. Because the Platform does not provide Ethereum wallet software or Ethereum nodes, such software constitutes an essential third-party or user dependency without which the Platform cannot be utilized and NFTs, Collectibles, and other relevant digital assets cannot be traded or used. Furthermore, Collectible Descriptors defining the art and text associated with a Collectible must be stored off of Ethereum. Collectibles created on the Platform have their Collectible Descriptors stored on the IPFS system through an IPFS node operated by the Company, but the Company cannot guarantee continued operation of such IPFS node or the integrity and persistence of data on IPFS.

9.9 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.

9.10 Officers and Directors

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.

9.11 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) your violation of any rights of any other person or entity.

10. GOVERNING LAW; DISPUTE RESOLUTION

10.1 Governing law

These Terms shall be governed by and construed and interpreted in accordance with the laws of England irrespective of the choice of laws principles. Although the Offerings may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over the Company in any forum outside the United Kingdom.

10.2 Settlement Negotiations

If a User has a potential legal dispute, claim or cause of action against the Company, the User shall first (prior to initiating any litigation proceedings) contact the Company by sending an email to info@tokiplace.io describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by the Company, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 10.

10.3 Agreement to Binding, Exclusive Arbitration

(a) Mandatory Binding Arbitration. Except as set forth in Section 10.2, all claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or local court, agency or other governmental authority, shall have exclusive authority to resolve all Disputes.

(b) Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

10.4 Arbitration Procedures

The Company or any User may initiate an arbitration proceeding by delivering written notice to the other, whereupon the parties shall reasonably cooperate to select an arbitrator and submit the relevant Dispute to such arbitrator. In the event the parties are unable to agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, the London Court of International Arbitration (LCIA) shall appoint the arbitrator. Any such arbitration shall be administered by the LCIA in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the LCIA excluding any rules or procedures governing or permitting class actions. The Company will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and reasoned, and binding on the parties, and may be entered by any party as a judgment in any court of competent jurisdiction.

10.5 Seat of Arbitration

The seat of arbitration shall be England. The arbitrator may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions, or at a mutually agreed location.

10.6 Confidentiality of Arbitration

Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

10.7 Class Action Waiver

(a) No Class Actions Permitted. All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST THE COMPANY OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING.

(b) Agreements if Class Action Waiver Unenforceable. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 10.7 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the courts located in England, and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.

11. MISCELLANEOUS

11.1 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. A User shall not share or provide a copy of, or transfer to, any person the private key associated with any Collectible 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). A 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 its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

11.2 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.

11.3 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 or 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 network or blockchain or any aspect thereof, or any consensus attack, or 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.

11.4 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, in 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 Website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Website. A User shall be responsible for reviewing and becoming familiar with any such modifications. A User hereby waive any right a User may have to receive specific notice of such changes or modifications. Use of the Offerings by a User after any modification of these Terms constitutes a User acceptance of the modified terms and conditions. If a User does not agree to any such modifications, a User must immediately stop using the Offerings.

11.5 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.

11.6 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.

Last Updated: 3 April, 2023