These terms and conditions constitute a legally binding agreement (“Agreement” or “Terms”) between you (“you,” “your,” and similar forms) and Metatope LLC (“Metatope,” “we,” “us,” or similar forms), governing your use of our mobile NFT marketplace metatope.com (“Platform”) and (b) your purchase and/or receipt of NFTs from or issued by us through the Platform or otherwise (“MTskins NFTs”) as well as other NFTs that Metatope may transmit from time to time as set forth in this Agreement (“Additional NFTs”) (collectively, the Platform, MTskins NFTs, and Additional NFTs are referred to as “Services”). By using any Services and by accepting this Agreement, you expressly acknowledge that you have read, understand, and agree to be bound by these terms. If you do not understand or agree to the terms of this Agreement, you may not use the Services or purchase or receive MTskins NFTs or Additional NFTs.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM OR BEFORE BUYING, RECEIVING, TRANSFERRING, OR SELLING MTSKINS NFTS OR ADDITIONAL NFTS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY.

THIS AGREEMENT CONTAINS PROVISIONS LIMITING LIABILITY AND REQUIRING YOU AND ANY SUBSEQUENT HOLDER OR PURCHASER OF MTSKINS NFTS OR ADDITIONAL NFTS TO SUBMIT ANY DISPUTES WITH Metatope PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES TO ARBITRATION ON AN INDIVIDUAL BASIS AND TO WAIVE ALL RIGHTS TO BRING SUCH DISPUTES IN COURT, BEFORE OR A JURY, OR AS A CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. BY USING THE SERVICES OR HOLDING OR PURCHASING ANY MTSKINS NFTS OR ADDITIONAL NFTS YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT AND DISCLAIMERS SECTION.

BY ACCEPTING THIS AGREEMENT, YOU CONSENT TO RECEIVING TELEMARKETING CALLS OR TEXTS AT ANY NUMBER YOU PROVIDE USING AN AUTOMATIC TELEPHONE DIALING SYSTEM (OR “ATDS”) BY, OR ON BEHALF OF, METATOPE AND ITS AUTHORIZED AGENTS.

We may modify these Terms. Please review the “Last Updated” date at the top of these Terms to see the date of last revision. You agree to periodically review these Terms for updates and revisions and agree to be bound by any such updates and revisions. We may notify you separately of updates and revisions, but such notifications are not a precondition to your agreement to them.

1. Definitions.

   • “Art” means any art, graphics, images, designs, logos, taglines, videos, photographs, or other content and intellectual property that may be associated with a MTskins NFT or Additional NFT that you acquire.
   • “Artist” means any creator, owner, or licensor of Art, including Metatope.
   • “Metatope Parties” means Metatope, Artists, and each of their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors, and employees.
   • “Licensed NFT” means a MTskins NFT or Additional NFT that you own, including by virtue of purchase in an initial sale, purchase in a secondary sale, or other distribution.
   • “Licensed Rights” with respect to a Licensed NFT, for which you are the current rightful owner, has the definition and meaning described in Section 3(a).
   • “Name and Likeness” means names, nicknames, images, likenesses, marks, copyrights, trade dress, and all other intellectual properties of Metatope and the Metatope Parties.
   • “MTskins NFT” means a blockchain-based non-fungible token (“NFT”), initially distributed by us on the Platform, that conveys a limited license, set forth in Section 3(a), to specific associated Art, which may be initially described in a uniform resource indicator embedded in the NFT or on a Metatope web platform.
   • “Additional NFT” means a blockchain-based non-fungible token (“NFT”), transmitted by Metatope outside of the Platform, pursuant to the terms of this Agreement, that conveys a limited license, set forth in Section 3(a), to specific associated Art, which may be initially described in a uniform resource indicator embedded in the NFT or on a Metatope web platform.

2. Ownership.

   • You acknowledge and agree that Metatope or the Metatope Parties (or as applicable, their licensors) own all legal right, title, and interest in and to the Art and the Name and Likeness as well as all intellectual property rights therein. The rights that you have in and to any Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. The Metatope Parties and their licensors reserve all rights and ownership in and to any Licensed NFT, Name and Likeness, and Art not expressly granted to you in Section 3.
   • You acknowledge and agree that, subject to Section 3, Metatope owns all legal right, title, and interest in and to all other elements of the Services and all intellectual property rights therein (including, without limitation, all content, designs, information, “look and feel,” organization, compilation of the content, data, and all other elements of the Services (collectively the “Service Materials”). You acknowledge that the Service Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Service Materials are copyrighted property owned or otherwise controlled by Metatope or its affiliates, and all trademarks, service marks, and trade names associated with the Services or otherwise contained in the Service Materials are proprietary to or otherwise controlled by Metatope.
   • Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights with respect to any Service Materials or any other content, data, or other materials that you may access on or through the Services. Metatope reserves all rights in and to the Service Materials not expressly granted to you in this Agreement.

3. Rights.

   • Your Licensed Rights (“Licensed Rights” or “License”). If you purchase an NFT on the Platform, including by transmitting the price therefor from a valid cryptocurrency wallet address that you rightfully own and control, subject to all other Terms, we will transmit the NFT to that wallet address and you become its owner, as a Licensed NFT. You acknowledge and agree that the Licensed NFTs are made available solely as collectibles for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement, Metatope grants to you, for as long as you own them, a worldwide, revocable, non-exclusive, non-transferable (except as specifically provided below in Section 3(b)), royalty-free license to use, copy, and display the Art for any Licensed NFTs solely for the following purposes: (i) your own personal, commercial, or non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Licensed NFTs, provided that the marketplace cryptographically verifies each Licensed NFT owner’s rights to display the associated Art to ensure only the actual owner can display the Art; or (iii) as part of a Metatope or third-party website or application that permits the inclusion, involvement, or participation of your Licensed NFT, provided that the website/application cryptographically verifies each Licensed NFT owner’s rights to display the associated Art to ensure only the actual owner can display the Art.
   • Permissible Transfers of Your Licensed NFT. You have the limited right to transfer any Licensed NFT, provided that (i) the initial and all subsequent transferees accept all terms of this Agreement; (ii) you ensure that upon your sale of the Licensed NFT, all terms concerning transmission of royalties embedded in smart contract metadata for the Licensed NFT are followed; (iii) you have not breached this Agreement or any terms incorporated herein; and (iv) prior to the transfer your license to the Licensed NFT has not been terminated. You acknowledge and agree that the foregoing amounts payable to Metatope under this Section are exclusive of any additional fees imposed or required by the platform through which you are transferring the Licensed NFT. For avoidance of doubt, Secondary Royalties plus additional percentages, fees, and commissions taken by a third-party marketplace may be automatically deducted, in the currency of purchase or another currency, from any sales price of Licensed NFTs.
   • By virtue of accepting this Agreement, you agree to allow Metatope to transmit Additional NFTs into your digital wallet or address, and such Additional NFTs shall be subject to the Terms of this Agreement, including the Licensed Rights.
   • The License granted in Section 3(a) above applies only to the extent that you continue to own the applicable Licensed NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Licensed NFT for any reason, the license granted in Section 3(a) above will immediately expire with respect to that Licensed NFT and associated Art without the requirement of notice, and you will have no further rights in or to the Art associated with the Licensed NFT.

4. Conditions of Use and Prohibited Activities.

   • You agree that you are responsible for your own conduct while accessing the Services and for any consequences thereof. You agree to use the Services only for purposes that our legal, proper, and in accordance with these Terms and any applicable laws or regulations.
   • Without limiting the foregoing, you warrant and agree that your use of the Services will not (and will not allow any third party to), in any manner: (i) involve the sending, uploading, distributing, or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) involve the uploading, posting, transmitting, or otherwise making available through or in connection with the Services any content that infringes the intellectual property rights of any party; (iv) involve using the Services to violate the legal rights (such as rights of privacy and publicity) of others; (v) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering); (vi) involve interfering with other users’ enjoyment of the Services; (vii) involve interfering with, damaging, disabling, disrupting, impairing, creating an undue burden on, or gaining unauthorized access to the Services, including Metatope services, networks, or accounts; (viii) involve exploiting the Services for any unauthorized commercial purpose; (ix) involve modifying, adapting, translating, or reverse engineering any portion of the Services; (x) involve removing any copyright, trademark, or other proprietary rights notices contained in or on the Services, in whole or in part; (xi) involve reformatting or framing any portion of the Services; (xii) involve covering, removing, disabling, or obscuring advertisements or other portions of the Services; (xiii) involve displaying external content on the Services that contains any hate-related content or contains any other material, products, or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights; (xiv) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Services; (xv) involve accessing or using the Services for the purpose of creating a product or service that is competitive with any of our products or services; (xvi) involve engaging in commercial activity (including but not limited to advertisements or solicitations of business; sales; contests; sweepstakes; creating, recreating, distributing, or advertising an index of any significant portion of the Platform or its content; or building a business using the Platform or its content) other than as expressly permitted in Section 3(b); (xvii) involve abusing, harassing, or threatening another user of the Services or any of our authorized representatives, customer service personnel, moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or (xviii) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening, or vulgar language when communicating with another user of the Services or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (each, a “Category B Prohibited Activity”).
   • Without limiting the foregoing, you warrant and agree that your use of the Services will not (and will not allow any third party to): (i) access the Services by automated means or under false or fraudulent pretenses; (ii) involve the impersonation of another person (via the use of an email address or otherwise); (iii) involve using, employing, or operating “bots” or other similar forms of automation to engage in any activity with respect to the Services; (iv) otherwise involve or result in the wrongful seizure or receipt of any Platform content or Art (each, a “Category B Prohibited Activity”).
   • If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Services and delete or disassociate Art associated with your Licensed NFT. In any such event, you will not receive a refund of any amounts you have paid for your Licensed NFT. We may also impose limits on certain features and services offered on the Platform or restrict your access to parts or all of the Platform without notice, and we have no liability to you for any such limitations or restrictions.
   • Notwithstanding the foregoing, if we reasonably believe that you are engaged in any of the Category B Prohibited Activities, in addition to our right to immediately suspend or terminate your access to the Services and delete or disassociate Art associated with your Licensed NFTs, we also reserve the right, at our sole discretion, without notice or liability to you, to take any or all of the following actions: (i) cancel or reverse any transactions that you engage in as a result of such activities; and (ii) immediately confiscate any Licensed NFTs purchased or acquired as a result of such activities.

5. Restrictions on Use of NFTs.

   • You agree that you may not, nor permit any third party to do or attempt to do any of the following without prior written consent from Metatope in each case: (i) modify any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFTs to advertise, market, or sell any product or service or engage in any commercial activity other than as expressly permitted in Section 3(a); (iii) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and nonprescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort services, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions, or political campaigns or causes; (iv) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFTs in movies, videos, or other forms of media, except solely for your own personal, noncommercial use or as expressly permitted in Section 3(a); (v) sell, distribute for commercial gain (including, without limitation, free transfer in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT except as expressly permitted in Section 3(a); (vi) attempt to trademark, copyright, or otherwise acquire any intellectual property rights not provided herein or to any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT; or (vii) otherwise utilize Art from any Licensed NFT for any commercial benefit other than as expressly permitted in Section 3(a).
   • To the extent that any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT contains the intellectual property of any third parties, you understand and agree as follows: (i) you will not have any right to use such third-party intellectual property in any way except as incorporated into the Art and subject to the license and restrictions contained herein; (ii) depending on the nature of the license granted from the owner or licensor of any such third-party intellectual property, Metatope may need to pass through additional terms and restrictions on your ability to use the Art; (iii) to the extent that Metatope informs you of such additional restrictions (for instance, including electronically), you will be responsible for complying with all such restrictions from the date you receive such notice, and any failure to do so will constitute a breach of this Agreement.

6. Termination of Services.

   • You agree that we, in our sole discretion and for any or no reason may terminate this Agreement and suspend or terminate your account(s) for any one or more of the Services (including, for the avoidance of doubt, your access to the Art) without the provision of prior notice. You agree that we will not be liable to you or to any third party for any such suspension or termination.
   • If we terminate this Agreement or suspend or terminate your access to the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, engagement in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or equity.
   • We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed part of any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services. You waive and hold all Metatope Parties harmless from any and all claims resulting from action taken by any Metatope Parties relating to investigations by either us or law enforcement authorities.
   • The provisions of these Terms that by their nature and the context in which they appear would reasonably be expected to survive termination or expiration of these Terms will do so.

7. DISCLAIMER OF WARRANTIES.

   • YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE METATOPE PARTIES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE METATOPE PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE; (IV) THE SERVICES OR ANY ART, CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
   • YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
   • WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR ANY DIGITAL WALLET OR ADDRESS.
   • NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN ON A DIGITAL LEDGER THAT IS DECENTRALIZED OR MANAGED BY A THIRD PARTY. ALL SMART CONTRACTS ARE DEPLOYED TO AND OCCUR ON THE DIGITAL LEDGER. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE CONTINUED FUNCTIONING OVER ANY BLOCKCHAIN OR DIGITAL LEDGER, INCLUDING THOSE ASSOCIATED WITH THE LICENSED NFTS.
   • NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN ON A DIGITAL LEDGER THAT IS DECENTRALIZED OR MANAGED BY A THIRD PARTY. ALL SMART CONTRACTS ARE DEPLOYED TO AND OCCUR ON THE DIGITAL LEDGER. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE CONTINUED FUNCTIONING OVER ANY BLOCKCHAIN OR DIGITAL LEDGER, INCLUDING THOSE ASSOCIATED WITH THE LICENSED NFTS.

8. Termination of License.

   • The Licensed Rights granted to you hereunder shall automatically terminate and all rights shall return to the Metatope Parties if at any time: (i) you sell, trade, donate, gift, transfer, or otherwise dispose of any Licensed NFT in a manner not compliant with Section 3(b); (ii) you breach this Agreement; (iii) you use the Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in a manner that violates applicable law or the rights of third parties or is otherwise wrongful.

9. Limitation of Liability.

   • YOU UNDERSTAND AND AGREE THAT THE METATOPE PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE METATOPE PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU FOR THE SERVICES.
   • YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.
   • YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF THE ACTS OR OMISSIONS OF THE METATOPE PARTIES OR YOUR USE OF THE SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SERVICES.

10. Assumption of Risk.

    • In bidding on, purchasing, using, selling, receiving, or transferring any Licensed NFTs or associated Art, you assume the following risks: (A) there may exist no market or other means to transfer or sell your Licensed NFTs; (B) to the extent a market or price for your Licensed NFTs exists, any sale or resale prices may be volatile and unpredictable, depending on factors such as supply and demand, and no particular price can be guaranteed, promised, or expected; (C) the market or other resale price of your Licensed NFTs may be materially impacted or diminished by innumerable variables, including publicity or events concerning the Metatope Parties or their brands; (D) there are risks associated with using and purchasing NFTs and other blockchain-based assets, including, but not limited to, the risk of hardware, software, Internet, and blockchain malfunctions, failures, delays, or downtime, the risk that third parties may obtain unauthorized access to your Licensed NFTs or to any digital wallets, private keys, or other security devices securing your Licensed NFTs, and the Metatope Parties will not be held liable for any unauthorized access or theft of your Licensed NFTs resulting from your failure to secure them; (E) the Metatope Parties cannot guarantee the continued availability of the Licensed NFTs or the Art on the Internet or that they will continue indefinitely to host the Art at any specific location or for any specific period of time; (F) upgrades or changes to one or more blockchains, including forks, may have adverse impacts on the value, resale price, and functionality of Licensed NFTs; (G) the Metatope Parties cannot guarantee and make no promises concerning the continued availability, viability, or functionality of any third-party platform, software, or device, including digital wallet providers, NFT platforms, or cryptocurrency exchanges; (H) theft, compromise, or loss of any digital wallets, private keys, or other security devices securing your Licensed NFTs may lead to their loss; (I) blockchain transactions may be irreversible, and you bear the risk that unintended, unauthorized, or accidental transfers of your Licensed NFTs may be irreversible, leading to the loss of your Licensed NFTs; (J) the general risks of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (K) the risk that various laws, whether in current form, amended form, or new form, as currently interpreted or as interpreted in the future, particularly governing blockchain and blockchain-based assets and technologies, may materially impact or eliminate the value, price, or functionality of your Licensed NFTs; (J) purchase, use, resale, or other actions concerning your Licensed NFTs may subject you to various taxes, for which you agree to be solely responsible; (K) NFTs and blockchain-based assets may not be considered legal tender by any government; (L) the Metatope Parties have no control over and are not responsible or liable for your interactions or transactions with third parties, including digital wallet providers, co-branded services providers, payment processors, NFT platforms, or cryptocurrency exchanges.
    • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE METATOPE PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU FOR THE SERVICES.
    • In addition to assuming the above risks, you acknowledge that you understand it is your sole responsibility to determine the nature, suitability, and appropriateness of these risks for yourself.

11. Governing Law.

    • This Agreement and all matters related to it and any Licensed NFT shall be governed by the laws of the State of California, without regard to conflict of law principles.

12. Changes to this Agreement.

    • The Metatope Parties may make changes to this Agreement from time to time. When the Metatope Parties make such changes, we will make the updated Agreement available at this or another location and update the date on the Agreement accordingly. It is your responsibility to check periodically for such updates. Any changes to this Agreement will apply on the date that they are made. Your continued access or use of the Licensed NFTs and the Art following any changes to the Agreement will constitute your binding acceptance of such changes.

13. Eligibility.

    • The Platform, Services, MTskins NFTs, and Additional NFTs are only available to individuals who have the right and authority to enter into this Agreement, are fully able and competent to understand and satisfy its terms, conditions, and obligations, and who are purchasing any Licensed NFTs with lawfully obtained currency or cryptocurrency. The Platform, Services, MTskins NFTs, and Additional NFTs are not available to individuals who are or have been in violation of this Agreement.
    • By using the Platform or Services, or bidding on, purchasing, or receiving any MTskins NFTs or Additional NFTs, you represent and warrant that you are at least 18 years old or of the age of majority in your country or territory, whichever is older. You also represent that you are not a person subject to OFAC sanctions that would prohibit your use of the Platform or Services or your purchase, receipt, or transfer of MTskins NFTs or Additional NFTs, by virtue of location in a comprehensively sanctioned jurisdiction, identification on the OFAC Specifically Designated Nationals and Blocked Persons List, or otherwise.

14. Indemnity.

    • You agree to indemnify and hold harmless the Metatope Parties and each of their respective parents, divisions, affiliated companies, subsidiaries, distributors, subdistributors, licensees, successors and assigns, and the respective owners, officers, directors, shareholders, agents, and employees of each of them against any third-party claims, actions, demands, suits, losses, costs, liability, and expenses (including reasonable attorney’s fees) allegedly or actually arising out of, relating to, or resulting from the following: (1) your breach of this Agreement; (2) your violation of any applicable law or rights of a third party; (3) use of any Licensed NFTs or Art other than as permitted in this Agreement; (4) other wrongful conduct.

15. Force Majeure.

    • We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. For purposes of these Terms, a “Force Majeure Event” shall mean any one or more of the following events beyond the reasonable control of either party: (i) an act of God or public enemy; (ii) war (declared or undeclared); (iii) sabotage; rebellion; riot; act(s) or threatened act(s) of terrorism, civil commotion; (iv) labor dispute of any kind or nature; (v) embargo; (vi) natural and/or man-made disaster (e.g., fire, flood, earthquake, landslide, tornado, hurricane, blizzard, volcanic eruption, tsunami, storm, drought, explosion and the like); (vii) natural or man-made epidemic/pandemic (inclusive without limitation of COVID-19; viral outbreaks; public health crises; and/or global health emergencies) and their resulting governmental action, societal restrictions, and/or curtailment or closure of any means of travel, modes of public transit, and/or common carriers); (viii) casualty and/or death; (ix) act(s) of any federal, state, and/or local instrumentality, including, but not limited to, any restriction, declaration, regulation and/or any other action or order that may impact travel, movement, large gatherings, and/or the entertainment industry; (x) the failure, scarcity, or unavailability of necessary equipment, utilities, and other resources (similar or dissimilar); and/or (xi) for any reason with similar consequences, foreseeable or unforeseeable.
    • If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.

16. Arbitration Agreement and Class Action Waiver.

    • Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in a location in the United States within 100 miles of your residence, in a location to be agreed upon, or conducted remotely before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
    • These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Agreement. This Section shall survive termination of these Terms.
    • (i) YOU AND THE METATOPE PARTIES MAY BRING CLAIMS AGAINST THE OTHERS ONLY IN YOUR OR THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (ii) the involved Metatope Parties will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with this Section; (iii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law and these Terms; and (iv) each side pays his, her or its own attorneys’ fees, except as otherwise provided in this Section.
    • If any part of this Section is deemed invalid, unenforceable, or illegal, then the balance of this Section shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained.

17. Taxes.

    • You will be solely responsible to pay any and all sales, use, value-added, and other taxes, customs, import or export, or other duties and assessments, as well as any amounts levied in lieu thereof (except taxes on our net income) now or hereafter claimed or imposed by any national, supranational, federal, state, local, or other jurisdiction (collectively “Taxes,” including any interest thereon and penalties in respect thereof) associated with your use of the Services or receipt, purchase, transfer, or sale of any MTskins NFT or Additional NFT. Except for income taxes levied on us, you: (a) will pay or reimburse us for all Taxes, including value added taxes and Taxes are required by international tax treaties, and based on charges set, services performed or payments made hereunder as are now or hereafter may be imposed; and (b) will not be entitled to deduct the amount of any such Taxes from any payment made to us pursuant to these Terms.

18. Privacy.

    • Use of the Services is also governed by our Privacy Policy (the “Privacy Policy” [HYPERLINK TO POLICY]), which is available on the Website and is incorporated into and is a part of these Terms.

19. United States Jurisdiction.

    • All Services described herein are provided in the United States. Metatope does not represent that any Services or NFTs are appropriate or available for us in other locations. If you use the Services or Platform from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Website and Services. Not all of the Services or NFTs are available worldwide, and Metatope makes no representation that you will be able to obtain any Services or NFTs in any particular jurisdiction, either within or outside of the United States.

20. Severability.

    • If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

21. Integration.

    • This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the Services, the Licensed NFTs, and the Art, and this Agreement supersedes and nullifies all other statements, agreements, or understandings, oral or written, made between the parties hereto.

22. Relationship of the Parties.

    • You agree that no joint venture, partnership, employment, or agency relationship exists between you and any Metatope Party as a result of these Terms or your use of the Services.

23. No Waivers.

    • Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

24. Venue, Waiver of Right to Trial by Jury, and Statute of Limitations

    • Except with respect to Disputes to be resolved through an arbitration process according to these Terms, you and the Metatope Parties agree to submit to the exclusive jurisdiction of the state and federal courts of Los Angeles, California to resolve any Dispute arising out of or related to these Terms or your use of the Services.

      You hereby knowingly, voluntarily, and intentionally waive any right you may have to a trial by jury in respect of any litigation (including, but not limited to, any claims, counterclaims, cross-claims, or third-party claims) arising out of, related to, or in connection with these terms.

      You agree that any cause of action you may have arising out of or related to these terms or your use of the Services must be commenced within one (1) year after such cause of action accrues. After such period, such cause of action shall be permanently barred.