1. Accepting these Terms

These Terms and Conditions set out your rights and responsibilities when you use the Platform to create, collect, buy, sell, or display digital design items (“Items”) (collectively, the “Services”), so please read them carefully. The Platform is an administrative platform where the Company provides services that facilitate transactions between the users and the Company. By clicking on the “I Accept” button, completing the account registration process, or using the Platform, you accept and agree to be bound and abide by these Terms and Conditions and all of the terms incorporated herein by reference. By agreeing to these Terms and Conditions, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms and Conditions, you must not access or use the Platform.

Please note that this Agreement contains an arbitration clause and class action waiver. By agreeing to these Terms and Conditions, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.

The Company reserves the right to change or modify these Terms and Conditions at any time and in our sole discretion. You agree and understand that by logging into your account, accessing or using the Platform following any change to these Terms and Conditions, you agree to the revised Terms and Conditions and all of the terms incorporated therein by reference. We encourage you to review the Terms and Conditions from time to time to ensure that you understand the terms and conditions that apply when you access or use the Platform.

2. Your Account

You need to create an account on the Platform to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.

Your account on the Company's platform is subject to the following conditions:

• Access: you understand and agree that access to your account on the Company's platform is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account on the Company's platform to any person without our prior written permission.
• Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of Items and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
• Trading Fees: by buying or selling an Item on the Platform, you agree to pay all applicable fees and you authorize the Company to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of an Item.
• Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
• USD Balance: certain users may carry a balance in U.S. Dollars to facilitate transactions on the Platform. You are the owner of your balance.
• Unclaimed Property: if the Company is holding funds in your account and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven (7) business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.

3. Account Suspension

You agree that the Company has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (1) your account is being used for money laundering or any illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; (4) you have acquired Items using inappropriate methods (including but not limited to using stolen funds or payments methods, or attempting to chargeback your payment while retaining or disposing of an Item); (5) you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity on the Platform; or (6) you have otherwise acted in violation of these Terms and Conditions.

IF THE COMPANY HAS A REASONABLE BELIEF THAT YOU HAVE ENGAGED IN ACTIVITIES (1), (2), (3), (4), or (5) ABOVE, THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CONFISCATE ANY ITEMS PURCHASES PURSUANT TO THOSE ACTIVITIES AND/OR DEEM SUCH TRANSACTIONS NULL AND VOID.

4. Communication

You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.

You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of an Item on the Platform, and other communications that pertain to your interaction with the Services, including but not limited to notifications about the status of an Item you are interested in purchasing.

You may opt out of promotional communications at any time by following the instructions provided therein.

5. User Content

The Platform allows (1) users to create a profile where they can post certain information about themselves, and display Items that they own (collectively, “Profile Information”); and (2) brands (“Brands”) to issue their Items (“Items Issue”), and bios (collectively, with Profile Information, “User Content”). All User Content must comply with these Terms and Conditions.

Any Profile Information you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, disseminate, communicate to the public and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (1) you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (2) all of your User Content do and will comply with these Terms and Conditions.

You understand and agree that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Platform.

Items Issue shall be conducted by virtue of the Company's collaboration with a Brand or by virtue the Company's own efforts, in which the Company's or a Brand will provide real items and models to build their digitized versions and to pair these real items with originality authenticator and the Company issue 3D representations of the original items or the original digital Items paired with the code that deliver Items to the users' accounts.

Brand, hereby grant the Company non-exclusive, worldwide, royalty-free licenses to:

• use the trademarks and artworks contained in your Items for purposes of issuing, displaying and selling your Items;
• use your name and image for marketing or promotional purposes;
• use, copy, modify, distribute, publish, and otherwise transmit images from your Items for marketing or promotional purposes;
• use three-dimensional digital models of Items in integration with various platforms (e.g. games, metaverses, NFT platforms), safe for the Brand’s right to choose the integration opportunities that are complementary with brands policies and development strategies; and
• use public information about you to promote your Items.

If an individual agreement or contract with the Company exists, the conditions of agreement or contract shall apply instead of these Terms and Conditions.

As a Brand, it understands and agrees that:

• You are responsible for the accuracy and content of your Items;
• You will not use the trademark and artwork incorporated into your Items for the creation of identical or sufficiently similar Items with other platforms;
• You will respect the intellectual property of others.

We reserve the right, in our sole discretion, to prohibit you from uploading your Items or making any transactions. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. The Company may monitor User Content to detect and prevent fraudulent activity or violation of these Terms and Conditions.

6. Ownership

Unless otherwise indicated in writing by us, the Company, all content, and all other materials contained therein, including, without limitation, Brands logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Brand Content”) are the proprietary property or intellectual property ownership of the Company or our affiliates, licensors, or users, as applicable. The Company's logo and any Company's product or service names, logos, or slogans that may appear on the Platform or elsewhere are trademarks of the Company or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

We reserve the right, in our sole discretion, to prohibit you from uploading your Items. Although we are not required to monitor any User Content, You may not use any Brand Content to link to the Platform or its content without our express written permission. You may not use framing techniques to enclose any Brand Content without our express written consent. In addition, the look and feel of the Platform and its content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of the Brand and may not be copied, imitated, or used, in whole or in part, without our prior written permission. The Company, in our sole discretion, can remove User Content at any time and for any reason without notice. The Company may monitor User Content to detect and prevent fraudulent activity or violation of these Terms and Conditions.

Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of the Company.

7. Terms of Sale

By placing a sale order or by order through the Platform, you agree that you are submitting a binding offer to sell or to purchase such Items. Your order is accepted and confirmed once purchase is complete, and the Company displays the “Woohoo! Thank you for your purchase” Page ("Confirmation Page"). The Company or seller may terminate the order at his/their own discretion as long as the Confirmation Page is not displayed. YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF AN ITEM BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED.

Please notice that the Items exist only in digital form. The Company or any Users shall not deliver or supply you any physical items after any purchases or transactions unless otherwise directly stated on the Platform. We do not guarantee that the Items will be identical to original items. The color and image of the Items may vary on different displays. Differences of Item’s colors and images may also be due to technical limitations in converting from physical to digital form or transferring to other platforms, metaverses or environments.

Please notice that the Items are digital 3-D models based on real Items owned by the Company or an original design that has been paired with an original authenticator. Images of Items and their 3-D models are copyrighted works belonging to their owners. When you buy or sell the Item, you receive only the rights to use the Item within the functionality of the Platform. The purchase or sale does not imply the transfer of any intellectual property rights or ownership, unless these Terms specifically stated otherwise.

You may use the Items in other environments, platforms, metaverses, computer games or web-sites only if there is a technical possibility to transfer the Item to another environment from the Platform and you have permission to do so by virtue of these Terms and Conditions or the Company’s direct permission.

Items may have limited quantities. No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

The Company may choose to provide certain rights to holders of their Items, which may include, but is not limited to, physical items, special access, or other exclusive content (collectively, “Additional Benefits”). Any Additional Benefits will be provided directly to you from the Company; the Company has no involvement in such transactions and is not a party to such transactions. Notwithstanding the above, the Company may publish a description of the Additional Benefits on its website on behalf of the Brand. If you own an Item that entitles you to Additional Benefits, you hereby consent to the Company sharing your contact information with the Brand to facilitate delivery of your Additional Benefits. UNLESS OTHERWISE DIRECTLY STATED, TRANSACTIONS ON THE SECONDARY MARKET ARE ONLY FOR ITEMS AND DO NOT GRANT THE PURCHASER THE RIGHT TO ANY ADDITIONAL BENEFITS.

8. Intellectual Property

Outside the Brand Content, all other trademarks, product names, and logos on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by the Company infringes your copyright or trademark rights, please file a notice of infringement by contacting the Company.

In such event, please provide the Company with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Platform of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The Company’s policy is to suspend or terminate the account of repeat infringers. The Company’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

9. Your Use of the Platform

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and its content. Our grant of such license is subject to the following conditions:

• Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.
• Abusive Activity: you agree not to engage in any activity that poses a threat to the Company, for example by distributing a virus or other harmful code, or through unauthorized access to the Platform or other users’ accounts.
• Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.
• Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Platform to contact individuals, companies, or other persons or entities outside the Platform for any purpose, including but not limited to marketing activity.
• Fraud: you agree not to engage in any activity which operates to defraud the Company, others users, or any other person; or to provide any false, inaccurate, or misleading information to the Company.
• Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
• Taxes: the Company is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us to comply with our tax reporting obligations.
• Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use the Brand Content (as defined in Section 6 above) without express written consent from the Company; or (3) engage in any action that implies an untrue endorsement or affiliation with the Company.
• Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray the Company, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
• Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Platform's content; (2) modify or create derivative works from the Platform or its content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Platform or its content; (4) download any portion of the Platform or its content, other than for purposes of page caching, except as expressly permitted by us.

If you are unsure whether a contemplated use would violate these Terms and Conditions, please contact us at the address listed below under Contact Information.

10. Accidental Transfers

You understand and agree that in the event that you deposit Items, digital assets or currencies into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such digital assets, items or currencies to you. This section applies regardless of whether we control the destination address.

11. Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with the Company’s Privacy Policy, which by means of reference is incorporated into these Terms and Conditions by reference.

12. Modifications

You agree and understand that we may modify part or all of the Platform or the Services (including but not limited to functionality, prices, the range of Items, e.t.c.) without notice.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Platform or Services.

13. Third Parties

The Company may rely on third-party platforms, including but not limited to Stripe, to facilitate transactions. The Platform may contain links to third-party websites or applications (collectively, “Third Party Platforms”). The Company does not own or control Third Party Platforms. You understand and agree that your use of any Third Party Platform is subject to any terms and conditions and/or privacy policy provided by such Third Party Platform. The Company is not a party to any such agreement. You should review any terms and conditions and/or privacy policy provided by such Third Party Platform and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

The Company provides these Third Party Platforms only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Platforms, or their products or services. You use all links in Third Party Platforms at your own risk. When you leave our Platform, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Platform.

14. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE PLATFORM, CONTENT CONTAINED THEREIN, AND ITEMS DISPLAYED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ITEMS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) UNAUTHORIZED ACCESS TO APPLICATIONS; (4) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR ITEMS.

ITEMS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY THE VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY COMPANY'S PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY ITEMS.

The Company is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software or any other features of Items. The Company is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Items including forks, technical node issues or any other issues having fund losses as a result.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, SERVICES  OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, ITEMS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE PLATFORM EXCEED THE GREATER OF (A) $100 OR(B) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF THE COMPANY NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

16. Indemnification

You agree to the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “the Company's Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, its content or Items, (b) any Feedback you provide, (c) your violation of these Terms and Conditions, (d) your violation of the rights of a third party, including another user, (e) any intellectual property disputes relating to your Items sold on the Company's platform, if you are a Brand; and (f) your failure to pay any Withholding Taxes or Sales Taxes in connection with your transactions or to provide us with a properly executed tax form described in Section 9. You agree to promptly notify the Company of any third party Claims and cooperate with the Company's Parties in defending such Claims. You further agree that the Company's Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY. And understand that we may modify part or all of the Platform or the Services without notice.

17. Governing Law

These Terms and Conditions, your use of the Platform, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms and Conditions shall be governed by the laws of the State of Delaware, as if these Terms and Conditions are a contract wholly entered into and wholly performed within the State of Delaware. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AS CONTEMPLATED BY THESE TERMS AND CONDITIONS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF DELAWARE AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

18. Disputes

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform; any products sold or distributed through the Platform; or any aspect of your relationship with the Company will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in Delaware, in accordance with Delaware Rapid Arbitration Act 10 Del. c. § 5801, (“DRAA”) administered by one arbitrator (the “Arbitrator”) who shall be mutually agreed to by the parties to such Arbitration. In the event that the parties are unable to agree upon the identity of the Arbitrator within forty-five (45) days of the commencement of the Arbitration, then either party may file a petition with the Court of Chancery pursuant to Section 5805 of the DRAA.

Any such arbitration shall be conducted in accordance with the DRAA Rules.

The Arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and the Company; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms and Conditions (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and the Company are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with the Company.

19. Termination

We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Platform or its content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

20. Severability

If any term, clause, or provision of these Terms and Conditions is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and Conditions and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms and Conditions.

21. Entire Agreement

These Terms and Conditions comprise the entire agreement between you and the Company relating to your access to and use of the Platform and its content, and supersede any and all prior discussions of agreements, and understandings of any kind (including without limitation prior versions of this User Agreement). Except as otherwise provided herein, these Terms and Conditions are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

22. Survival

You agree and understand that all provisions of these Terms and Conditions shall survive the termination or expiration of these Terms and Conditions.

23. Contact Information

If you have any questions, would like to provide feedback, or would like more information about the Company, please feel free to email us at support@seamm.io. If you would like to lodge a complaint, please contact us at support@seamm.io.