Terms of SERVICE


This page explains the terms by which all users (“you” and “your”) may download, install, copy, access or use the products and services made available by 2856766 Ontario Inc. dba PERCS, its subsidiaries and/or its affiliates or on our behalf from time to time including but not limited to our websites, widgets, computer programs, software including any future updates, upgrades or versions of the software (collectively, the “Software”), and other platforms and applications (collectively and together with the Software, the “Services”) and all accompanying documents, information, manuals or other related materials provided by us as part of, or in connection with the Services. By accessing or using the Services, you signify on your behalf and any person or entity that you represent that you have read, understood, and agree to be bound by these terms of service (the “Agreement”). For purposes of this Agreement, the terms “we” “our” and “us” refers to the entity providing you with the Services and/or access to Content (as defined below). We reserve the right to make unilateral modifications to these terms and will provide notice of these changes as described in Section 16 below.

If you are a business, company, institution or other legal entity, you may permit Authorized Users to access and use the Services, provided: (a) they have agreed to the terms of, and shall remain in compliance with, this Agreement; and (b) you shall be liable for any acts or omissions of your Authorized Users. “Authorized User(s)” mean the following users that you authorize to access or use the Services on your behalf: (i) your employees, agents, or independent contractors; and (ii) other users expressly authorized to use and access the Services by us.

1.                  Use of the Services

(a)               Eligibility

(i)                 This is a contract between you and us. By installing, downloading, copying, accessing or using the Services, or otherwise accepting this Agreement, or clicking “accept” (if applicable), you acknowledge that you have read, understood and agree to be bound by the terms of this Agreement. If you do not understand or agree, you must not install, download, copy, access or use the Services. You may use the Services only if you can forma binding contract with us, and only in compliance with this Agreement and all applicable laws.

(ii)               By entering or using the Services you represent that:

(A)               If an individual, you are at least the minimum legal age to enter into binding contracts in your country to use the Services(however, children of all ages may use the Services if enabled by a parent or legal guardian);

(B)               if you are under 18 years old, you represent that you have your parent or guardian’s permission to use the Services;

(C)               if you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Services, you are subject to the terms of this Agreement and responsible for your child’s activities;

(D)              you understand the risks associated with using the Services;

(E)               you have the right, authority and capacity to enter into this Agreement on behalf of yourself and/or the person or entity that you represent (if applicable); and

(F)               are not prohibited from entering into this Agreement or using the Services under any applicable laws.

(b)               Access and Use

(i)                 Subject to the terms and conditions of this Agreement and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we hereby grant you and your Authorized Users a limited, personal, non-transferable, non-sublicensable, and non-exclusive and freely revocable license to install and use a single copy of the Software and to access and use the Services and the Content for your personal and internal business purposes (the “License”). Except to the extent that you are authorized by us in writing (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the Software or the Services to anyone. You agree to ensure that Authorized Users comply with the terms of this Agreement and all applicable fees for the Services are paid to us in relation to the use of the Services by all Authorized Users. We reserve all rights not expressly granted herein in the Services and our content. We may terminate the License, in whole or in part, at any time for any reason or no reason.

(ii)               For purposes of this Agreement, “Content” includes any text, documents, proposals, videos, audio, graphics, photographs or other data, information or materials whether provided by you or anyone acting on your behalf, us or a third party. Content is the responsibility of the person or entity that provides it to the Services. We are under no obligation to host or serve Content. If you see any Content that you believe does not comply with this Agreement or applicable laws, you can report it to us at info@getpercs.com.

(iii)              The rights granted to you in this Agreement are subject to the following restrictions:

(A)               you shall not license, sell, rent, lease, transfer, assign, distribute, host, use or allow the use for the benefit of any third party or otherwise commercially exploit the Services, whether in whole or in part, or any Content displayed on the Services;

(B)               not frame or mirror any part of any of the Services

(C)               you shall not remove or alter any copyright notice or any other notices;

(D)              you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services;

(E)               you shall not access the Services in order to build a similar or competitive website, product, or service;

(F)               you shall not use, or allow the use, transfer, transmission, export, or re-export of the Services or portion thereof in violation of any applicable laws, including any export control laws or regulations;

(G)              you shall not interfere with or disrupt the integrity or performance of the Services;

(H)              you shall not attempt to gain unauthorized access to the Services or its related systems or networks;

(I)                 you shall not use the Services in any manner that interferes with its normal operation or with any other user’s use of the Services;

(J)                you shall not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

(K)               you shall not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

(L)                you shall not access, tamper with, or use non-public areas of our websites, our computer systems, or the technical delivery systems of its providers;

(M)             you shall not access or search or attempt to access or search our websites by any means other than through our currently available, published interfaces that are provided by us;

(N)              you shall not forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

(O)              you shall not interfere with, or disrupt, the access of any user, host or network including sending a virus, overloading, flooding, spamming or mail-bombing the Services, or otherwise creating an undue burden on the Services;

(P)               you shall not use the Services to store or transmit code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses;

(Q)              you shall not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of our websites;

(R)               except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;

(S)               you shall not create, sell or use, or cause the creation, sale or use of, any Collectible that infringes or in a manner infringing the copyright, trademark, patent, trade secret or other intellectual property or 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 you own or control the rights there to or have received all necessary consent to do the same; and

(T)               you shall not use the Services other than as permitted hereunder and in accordance with (i) any available user guide documentation provided by us and (ii) all applicable laws.

(iv)              Unless otherwise indicated, any future release, update, or other addition to the functionality of the Services shall be subject to this Agreement. You acknowledge and agree that we have no obligation to provide you with any support or maintenance in connection with the Services.

(c)                User-Generated Content. For the purposes of this Agreement, “User Content” means any Content you or anyone acting on your behalf submits to us including, without limitation, through online and mobile services made available by or on behalf of us from time to time including, but not limited to, the Services. You represent that your User Content: (i) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (ii) will not violate any Applicable Laws; (iii) will not be obscene or contain child pornography; (iv) will not contain software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; and (v) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.

(d)               Personally Identifiable User Generated Data. For the purposes of this Agreement, “Personally Identifiable User Generated Data” means User Content that identifies you or your Authorized Users and is considered personal information in accordance with applicable privacy and data protection laws. For clarity, Personally Identifiable User Generated Data does not include de-identified and/or aggregated information. You hereby grant to us a revocable, non-exclusive, worldwide, royalty-free license, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use Personally Identifiable User Generated Data in any manner and at any time only so far as required to deliver the Services. You waive any rights of publicity, moral or other similar such right with respect to Personally Identifiable User Generated Data while used in accordance with the preceding sentence.

(e)               Non-Personally Identifiable User Generated Data. For the purposes of this Agreement, “Non-Personally Identifiable User Generated Data” means all User Content except for Personally Identifiable User Generated Data. You hereby grant to us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit Non-Personally Identifiable User Generated Data in any manner and at any time. You waive any rights of publicity, moral or other similar such right with respect to the Non-Personally Identifiable User Generated Data.

(f)                 No Representation Regarding Local Laws. We make no representation that the Services and/or the Content are accurate, appropriate or available for use in all jurisdictions, or that this Agreement complies with the laws of any particular country. Users use the Services and access the Content on their own initiative and are responsible for compliance with all applicable laws. Notwithstanding anything to the contrary, you agree that you will not access the Services from any territory where it is illegal, and that you are solely responsible for compliance with all applicable laws.

2.                 Accounts and Digital Wallets

(a)               Accounts

(i)                 You may be required to establish an account and maybe required to pay any fees through payment processors in order to use certain of the Services. If so, you agree to: (A) provide true, accurate, current and complete information about yourself as prompted by the Services; and (B) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with the terms of this Agreement or the Privacy Policy, we have the right to suspend or terminate and/or cancel your account and/or prohibit any and all current or future use of the Services by you. You are responsible for maintaining the confidentiality of your unique username, password, access code or other sign-in mechanism and all other account information (collectively, “Account Information”) and your account and are fully responsible for all activities that occur under your account. You agree you will not share your Account Information with anyone and if anyone else has access to your Account Information, then you are responsible for any of their actions. You agree to prevent unauthorized access to your account by selecting and protecting your Account Information in accordance with current reasonable security standards and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account. You agree to immediately notify us at kcginsburg@getpercs.com of any unauthorized use of your Account Information or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account and will indemnify us for any losses we suffer due to your use or misuse of the Services including charges resulting from any unauthorized use of your account. Unless otherwise agreed to between you and us, user subscriptions cannot be shared or used by more than one individual user.

(ii)               Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that we may access, use, preserve and/or disclose your Account Information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (A) comply with legal process or request; (B) enforce the Agreement including investigation of any potential violation thereof; (C)detect, prevent or otherwise address security, fraud or technical issues; or (D) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by applicable laws.

(b)               Digital Wallets. In order to use certain features of the Services, you may be required to connect to your digital asset wallet.  You acknowledge that we are not responsible for transferring, safeguarding, or maintaining your private keys or any assets associated therewith.  If you lose, mishandle or have stolen your digital asset wallet private keys, you acknowledge that you may not be able to recover associated assets and that we are not responsible for such loss. You agree that you will not use the Services to transact with any digital currency that may be considered a security under applicable laws. You acknowledge that we are not responsible for, and you agree to indemnify us for, any loss or damage arising from your failure to comply with the requirements hereunder.

3.                  User Conduct

(a)               If we determine in our sole discretion that you are not using the Services responsibly, we have the right (but not the obligation) to remove, edit, block or delete your transmissions, Content or use of the Services.

(b)               We may, without prior notice, change the Services, stop providing the Services or features of the Services to you or to users generally or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuation of the Services or any part thereof.

(c)                You are solely responsible for your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor disputes between you and other users. We shall have no liability for your interactions with other users, or for any user’s action or inaction.

4.                  NFTs and Collectibles.

(a)               For purposes of this Agreement:

(i)                 “NFT” means (i) an Ethereum-based token complying with the ERC-721 standard, ERC-1155 standard or other similar “non-fungible” token standard or (ii) a cryptographic token on another blockchain network complying with such 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); and

(ii)               “Collectible” means the association on Ethereum or other blockchain networks, as applicable, 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”).

(b)               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 Services may be stored in the InterPlanetary File System protocol (“IPFS”)or other ways, depending on how such Collectibles were created.

(c)                You acknowledge and agree that (i) there can be no guarantee or assurance of the uniqueness, originality, or quality of any Collectible or Collectible Metadata and (ii) 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 such purchaser may rightfully own or possess the NFT associated with the Collectible.

(d)               We may from time to time restrict the creation of Collectibles through the Services in our sole and absolute discretion, including in connection with any belief by us that such Collectible violates this Agreement.

5.                  Fees

(a)               Compensation. Certain features of the Services may require you to pay fees. For Services that require payment, you will pay the amounts specified in each invoice or subscription issued by us. You must make payments in advance, unless the applicable invoice or subscription contains payment terms that are different. Unless otherwise specified in the invoice or subscription, unpaid amounts are subject to interest equal to the lower of (i) 2.0% per month (24% per annum) or (ii) the maximum permitted by applicable laws, on any outstanding balance, plus all expenses of collection. and may result in immediate termination and/or cancellation of your access to or use of the Software and/or the Services. You will be responsible for all taxes associated with the Services other than taxes based on our net income. Your access to and/or use of the Services may be terminated or cancelled without notice for any unpaid and due amount. We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. Unless otherwise specified in the invoice or subscription, all amounts under this Agreement are payable in US dollars. Any amounts paid by you are non-refundable.

(b)               Compensation Collection. Payment processing services for paid Services may be provided by a payment processor. If such payment processing services are used you agree you are subject to the applicable payment processor services agreement. By agreeing to the Agreement or continuing to use the Services, you agree to be bound by such payment processor services agreement, as it may be modified by the payment processor from time to time.

(c)                Changes to Fees. Subject to your agreement to pay additional amounts, incremental fees may be charged where new or additional functions are added or become available to you.

(d)               Gas Fees. Except as described below, every transaction that interacts with a blockchain protocol through the Services requires the payment of a transaction fee (also known as a “gas fee”),including without limitation minting or transferring NFTs. You will be solely responsible for paying any transaction fees for any transaction you initiate through the Services. NFT gating and verification checks have no transaction costs or gas fees to verify its ownership.

(e)               Gift and Promotional Codes. We or our partners may offer gift and promotional codes to users of the Services. Certain codes may be redeemed for gift or promotional credits applied to your account, which then may be used to purchase eligible content on our platform, subject to the terms included with your codes. Other codes may be directly redeemable for specific Content. These codes and credits, as well as any promotional value linked to them, may expire if not used within the period specified in your account. Gift and promotional codes offered by us may not be refunded for cash, unless otherwise specified in the terms included with your codes or as required by applicable law. Gift and promotional codes offered by a partner are subject to that partner’s refund policies. If you have multiple saved credit amounts, we may determine which of your credits to apply to your purchase. Please review any terms included with your codes for more details.

(f)                 Reports, Records and Audit. You must ensure that you, and anyone representing you, comply with our ordering and reporting requirements in effect from time-to-time, which may include providing us with written reports on the use of the Services by you and your Authorized Users in the format, for the period and within the timelines as specified by us. To permit us to confirm compliance with this Agreement and applicable laws, while this Agreement remains in effect and for a period of 2 years thereafter, you must keep accurate records including records about: (i) the use of the Services by you and your Authorized Users; (ii) any use of our trademarks and other intellectual property; and (iii) compliance with the obligations of this Agreement. To assure such compliance, we and/or our auditors may inspect, both while this Agreement remains in effect and for a period of 2 years thereafter, such records from time-to-time. Any such audits shall be conducted during regular business hours and shall not interfere unreasonably with your normal activities. If an audit reveals that you, or an Authorized User, has not complied with the obligations of this Agreement, you may be required to pay our reasonable costs of conducting the audit.

6.                  Intellectual Property

(a)               The Services and our Content are protected by copyright, patent, trademark, trade secret and other intellectual property rights and laws. As between you and us, we retain all right, title, interest, ownership and intellectual property rights in and to the Services and our Content. The License and this Agreement confers no title or ownership in the Services or our Content and is not a sale of any rights in the Services or our Content. The License does not grant you any right to any enhancement or update to the Services. We reserve any and all rights not expressly granted to you. The Services may incorporate third party intellectual property or open source code.

(b)               You may choose to, or we may invite you to submit comments, feedback, or ideas about the Services, including without limitation about how to improve the Services (“Feedback”).By submitting any Feedback, you agree that (i) your disclosure is non-confidential, gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, (ii) you grant to us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, non-exclusive and fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials or any portions thereof (including any ideas for new products or services or modifications to existing products or services) and/or products or services which practice or embody, or are configured for use in practicing, such information or materials or any portion thereof, in any former medium known or later developed, in furtherance of the terms of the Agreement and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights, (iii)  we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone, (iv) you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any Feedback you provide and (v) you grant us permission to use your name, likeness, voice, and image in connection with identifying you within or as the source of any of your Feedback and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable laws. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related comments, feedback and ideas previously known to us, or developed byour employees, or obtained from sources other than you.

7.                  Security

(a)               We are an early stage platform. You acknowledge that applications are code that are subject to flaws and acknowledge that you are solely responsible for evaluating any available code provided by the Services. You further expressly acknowledge and represent that applications can be written maliciously or negligently, and that we cannot be held liable for your interaction with such applications. These warnings and others provided by us in no way evidence or represent an ongoing duty to alert you to all the potential risks of utilizing the Services.

(b)               We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

8.                  Confidentiality and Publicity

(a)               In connection with the Services provided to you under this Agreement, you may, from time to time, be exposed to and may be furnished with certain information, material or data relating to the Services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential and/or proprietary to us ("Confidential Information"). During the term of this Agreement and following termination or expiry of the Agreement, you will keep confidential and not reveal or disclose to any third party any such Confidential Information. You will be directly liable for the acts or omissions of your Authorized Users and other authorized parties with respect to such confidentiality obligations. You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information and other confidential information and, in any case, not less than a reasonable standard of care. Confidential Information includes, without limitation: (i) any test results relating to the Services; (ii) the Software source code; (iii) technical specifications related to the Services; (iv) any non-publicly available pricing; and (v) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to this Agreement or pursuant to your use of or access to the Services.

(b)               Except where you are merely evaluating the Services, you agree we will have the right to issue a press release or otherwise publicize your use of the Software or the Services and use your logo on our websites and other marketing materials.

9.                  Third-Party Links and Information

The Services and Content may contain links to third-party materials that are not owned or controlled by us. we do not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third-party website or service from the Services or the Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such websites. You expressly relieve us from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services or the Content, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

10.                  Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software and destroying all copies of the Software in your possession or control and ceasing to use all Services. We may terminate this Agreement immediately upon notice to you for any or no reason. The Agreement will terminate immediately without notice from us if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, you agree to immediately uninstall the Software and destroy all copies of the Software and cease using all Services.

11.                  Indemnity

You agree to defend, indemnify and hold harmless us and our suppliers, partners, licensors, dealers, representatives, associates or affiliates, and each of their respective employees, contractors, advisors, agents, representatives, shareholders, officers and directors (collectively, the “Company Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and disbursements)arising from: (a) your use of and access to the Services and/or Content, including any act or omission by you or users of your account or any data or content transmitted or received by you; (b) the Collectibles; (c) your violation of any term of this Agreement, (d) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (e) your violation of any applicable laws; (f) any User Content that you submit to the Software or the Services including without limitation misleading, false, or inaccurate information; (g) your negligence, fraud or willful misconduct; or (h) any other party’s access and use of the Services with your Account Information. You will cooperate as fully as reasonably required in the defense of any claim. The foregoing indemnity shall survive any termination or expiration of the Agreement.

12.                  No Warranty

The Services are provided on an “as is”, “as available” and “with all faults” basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable laws, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from a Company Party or through the Services will create any warranty not expressly stated herein. Without limiting the foregoing, the Company Parties do not warrant that (a) the Content is accurate, reliable or correct, (b) the Services will meet your requirements (c)the Services will be available at any particular time or location, uninterrupted or secure, (d) any defects or errors will be corrected or (e) the Services are free of viruses or other harmful components. Any Content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Services. You acknowledge and agree that you have not relied on any representation, warranty, condition, covenant or promise made by us which has not been expressly stated in this Agreement.

13.                  Disclaimers

You acknowledge and agree that:

(a)               Assumption of Risk. We do not warrant that the Services are error free. You expressly agree that you assume all risk in connection with your access and use of the Services;

(b)               Asset Value and Volatility. The prices of NFTs may be extremely volatile and subjective. Fluctuations in the price of other digital assets could materially and adversely affect the value of NFTs, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any NFT created and purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Services may materially impact the value and desirability of any particular NFT. The fiat-denominated prices and value in public markets of assets such as cryptocurrencies, NFTs, and 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 cryptocurrency, NFT, or Collectible may decline below the price for which you acquire or generate such asset. You acknowledge and agree 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 cryptocurrencies, NFTs, Collectibles or other digital assets;

(c)                Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Services;

(d)               Use of Blockchain Technology. We use 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 Services. You acknowledge and agree that such technologies are novel, experimental, and speculative and that therefore there is significant uncertainty regarding the operation and effects and risks there of and the application of existing law thereto. The Services do not store NFTs. This is because NFTs exists only by virtue of the ownership record maintained on the Services’ supporting blockchain. Any transfer of an NFT occurs within the supporting blockchain, and not on the Services;

(e)               Certain Risks of Blockchain Technology. The technology used in delivering the Services depends on public peer-to-peer networks such as Ethereum that are not under our control or influence and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of your private key associated with the digital wallet used in connection with your use of the Services and we will not be responsible in respect of any lost private keys;

(f)                 Certain Risks of Smart Contract Technology. Digital assets relevant to the Services (including the Collectibles) depend on smart contracts deployed to Ethereum or other blockchain networks, some of which may be coded or deployed by persons other than us. Once deployed to Ethereum or other applicable blockchain networks, the code of the smart contracts cannot be modified. If such 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 or other applicable blockchain networks, you may be exposed to a risk of total loss and forfeiture of all Collectibles and other relevant digital assets. You acknowledge and agree that we assume no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by this Agreement or required by applicable law;

(g)               Inherent Risks with Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services, however, caused;

(h)               Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and NFTs is uncertain, and new regulations or policies may materially adversely affect the development of the Services, and therefore the potential utility or value of your NFTs. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the NFTs, the Collectibles, and the Services could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines, or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies and Services;

(i)                 Software Risks. Upgrades to third party applications may affect the stability of the Services, or a change in how transactions are confirmed or recorded may have unintended, adverse effects on all blockchains using such technology providers, including the Services;

(j)                 Cryptographic Risks. Cryptography is a progressing field and advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptographic systems and the Services, which could result in the theft or loss of your assets. By using the Services, you acknowledge and agree to these inherent risks;

(k)               Essential Third-Party Software Dependencies. The smart contracts deployed to Ethereum and other blockchain networks are public software utilities which are accessible directly through any Ethereum or other blockchain node or indirectly through any compatible blockchain “wallet” application (such as the web browser plugin Metamask) which interacts with such a node. Such software constitutes an essential third-party or user dependency without which the Services cannot be utilized and NFTs, Collectibles and other relevant digital assets cannot be created, transferred or used. Furthermore, Collectible Descriptors defining the art and text associated with a Collectible must be stored off of Ethereum or other applicable blockchain network, such asI PFS. We are not associated with IPFS in any manner and as such do not guarantee continued operation or the integrity and persistence of data on IPFS; and

(l)                 Disclaimers. None of the Company Parties will have any responsibilities or liability with respect to any of the foregoing disclaimers and risks.

14.                  Limitation of Liability

You also agree that to the maximum extent permitted by applicable laws, in no event shall any Company Party be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, business interruption, trading losses, transaction losses, economic losses or other intangible losses of any kind or nature whatsoever suffered by you or any third party howsoever caused (including without limitation arising out of or relating to the use of, or inability to use, the Services) and regardless of the form or cause of action, even if such damages are foreseeable or the Company Party has been advised of the possibility of such damages. Under no circumstances will any Company Party be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or the information contained therein or the Content. To the maximum extent permitted by applicable laws, we assume no liability or responsibility for: (i) the installation, download, copying, accessing or using of the Services or the Content; (ii) any errors, mistakes, or inaccuracies of Content; (iii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (iv)any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (v) any interruption or cessation of transmission to or from the Services; (vi) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services or the Content by any third party; (vii) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services; and (viii)Content or the defamatory, offensive, or illegal conduct of any third party. You agree that if, notwithstanding the other provisions of this Agreement, a Company Party is found to be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs, such Company Party’s liability shall in no event exceed the amount paid by you for the Services during the 6-monthperiod prior to the date on which such claim arose, if any.

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

You acknowledge and agree that we(a) have no responsibility for the Collectibles created by or on your behalf through the Services and (b) do not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created by or on your behalf through the Services.

16.                  Limitations as Allowed by Law

Some states, provinces, territories and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable laws.

17.                  Exclusions Fundamental to this Agreement

The disclaimers of warranties and limitations of liability set forth in this Agreement are fundamental elements of the basis of the agreement between you and us. You understand and agree that we would not be able to economically or reasonably provide the Services to you without these limitations.

18.                  Non-Waiver

Our failure or delay in insisting upon or enforcing strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly made in writing by us.

19.                  Severability

In the event that any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.

20.                  Governing Law and Jurisdiction

This Agreement is entered into in the Province of Ontario and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario or any other judicial district or jurisdiction as we may determine in any and all actions, disputes or controversies relating hereto. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded. You further agree as follows: (a) any claim brought to enforce these terms and conditions must be commenced within 2 years of the cause of action accruing; (b) no recovery maybe sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees; (c) your sole and exclusive remedy shall be for monetary damages only and you hereby waive all rights to equitable remedies; and (d) any claim must be brought individually and not consolidated as part of a group or class action complaint.

21.                  Entire Agreement

This Agreement, including all other documents incorporated by reference herein, are binding and constitute the entire agreement between us and you with respect to your use of the Services.

22.                  Force Majeure

(a)               We will not be responsible to you for any failure or delay in our performance under this Agreement occasioned by any causes beyond our control including without limitation, any of your acts or omissions, acts of civil, governmental or military authority, change inapplicable laws, court or regulatory orders, fires, epidemics, pandemics, floods, earthquakes, tsunamis, explosions, wars, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, international trade embargoes, insurrections, strikes, labour stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity or acts of God (a “Force Majeure Event”).

(b)               If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such Force Majeure Event. We will use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. If such failure or delay remains uncured for 30 consecutive days following written notice of the Force Majeure Event, we may after that terminate this Agreement upon written notice.

23.                  Amendments

We reserve the right, in our sole discretion, to modify the terms of this Agreement from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of this Agreement. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended terms of this Agreement, then your only recourse is to terminate this Agreement by providing written notice to us and must stop using the Services.

24.                  Language

The parties agree that the English language will be the language of the Agreement and all documents in connection thereto, and each party waives any right (whether statutory or otherwise) to use and rely upon any other language, or translations.  Il est de la volonté expresse des partiesque tous les documents qui s'y rattachent soient rédigés en langue anglaise.

25.                  No Professional Advice

All Content is for informational purposes only and should not be construed as professional advice. You should contact your own legal, financial, tax or other professional advisors. Neither we nor the Services provide any legal, financial, taxation or any other professional advice. No action should be taken based upon any Content or the Services. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

26.                  Cautionary Note on Forward-looking Statements.

All statements contained in the Content, the Services, the Sites, statements made in press releases or in any place accessible by the public and oral statements that may be made Company Parties may constitute forward-looking statements (including statements regarding the intent, belief or current expectations with respect to market conditions, business strategy and plans, financial condition, specific provisions and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such statements or assumptions. These forward-looking statements are applicable only as of the date indicated therein and the Company Parties disclaim any responsibility(whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.

27.              Privacy Policy

We care about the privacy of our users. You understand that by using the Services you consent to the collection, use and disclosure of personally identifiable information and aggregate data, and to have your personally identifiable information collected, used, transferred to and processed in accordance with our Privacy Policy, a copy of which can be found through this link. Our Privacy Policy is hereby incorporated into and forms part of this Agreement.