TERMS OF SERVICE

Last Modified: April 26th, 2023

These Terms of Service, including any policies, rules and other terms that are expressly incorporated herein by reference (collectively, the "Terms"), set forth a legally binding agreement between you ("strong>you" or " your") and Tabula Rasa Limited ("TRLab," "we," "us," or "our").  These Terms govern your use of our website located at https://trlab.com (the "Site"), and any content, functionality or services made available on or through the Site, including, without limitation, the ability to sell, purchase, mint and display non-fungible tokens (each, an "NFT") (collectively, the "Services").  Please read these Terms carefully before using the Site or any of the Services.  

ARBITRATION NOTICE:  SECTION 22 (DISPUTE RESOLUTION) OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO COURT HEARING AND JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.  PLEASE READ SECTION 22 (DISPUTE RESOLUTION) CAREFULLY.  

1. ACCEPTANCE OF TERMS

By accessing or using the Site or the Services, or by clicking to accept these Terms when this option is made available to you, you accept and agree to be bound by these Terms (including, without limitation, our Terms of Sale, which shall govern all sales and purchases of NFTs via the Site, and which is hereby incorporated into and made a part of these Terms by this reference).  In addition to these Terms, your access to and use of certain portions or aspects of the Site, or your ability to access and/or use certain Services, may require you to accept additional terms and conditions (collectively, "Additional Terms").  The Additional Terms are hereby incorporated and made a part of these Terms by this reference.

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SITE AND THE SERVICES.  BY USING THE SITE AND/OR ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR THE SERVICES.

2. AGE REQUIREMENTS

You must be at least the age of majority in your state of residence, and fully able and competent to enter into and abide by the terms and conditions of these Terms, in order to access and use the Site and/or the Services.  Individuals under the age of majority are not eligible to use the Site or the Services and may not submit any personal information to us.  By accessing or using the Site and/or the Services, or by clicking to accept these Terms when this option is made available to you, you represent and warrant that you are at least the age of majority in your state of residence, are legally entitled to enter into these Terms, are legally able to enter into any and all purchase agreements with us and our partners, vendors, agents, and service providers, and have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms.

3. MODIFICATION TO THESE TERMS

We will e-mail you or post a notification on the Site in the event of any material changes to these Terms.  Such changes, whether in the form of modifications, additions, or deletions, shall be effective when specified in the relevant notification or, if the change is immaterial, immediately upon appearing on the Site.  Please check these Terms periodically for changes.  Your continued use of the Site and/or the Services following our posting of any changes to these Terms means that you accept and agree to those changes.  

4. PRIVACY POLICY

Our Privacy Policy governs the processing of all personal data collected from you in connection with your use of the Site and/or the Services. The Privacy Policy and its terms and provisions are hereby incorporated and made a part of these Terms by this reference.  You must agree to the Privacy Policy in order to use the Site and/or the Services.

5. ACCESSIBILITY

TRLab is committed to helping those with disabilities access the Site and/or Services. We strive to provide an excellent online experience for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Site or the Services or if you have any feedback regarding accessibility of the Site or the Services, please feel free to contact us at team@trlab.com.

6. ACCOUNT ACCESS INFORMATION; ACCOUNTS

In the event you are required to create an account to access any part of the Site and/or Services, you must treat your account information (including, without limitation, your username, password, and any other piece of information required as part of our security procedures) as confidential, and you must not disclose the foregoing to any other person or entity.  You also acknowledge that your account is personal to you and agree not to provide any other person or entity with access to the Site and/or Services or portions of it using your username, password or other security information.  Any unauthorized access to your account by third parties could result in the loss or theft of 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 funds lost in your account or any unauthorized access to or use of your account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  You agree to be responsible for any use of the Site and/or Services or portions of it using your username, password, or other security information.  We have the right to disable any account, username, password, or other identifier, whether chosen by you or provided by us, at any time, including if you have violated any provision of these Terms.

To qualify and to be approved for certain types of accounts (e.g., Level 2), you may be required to provide certain, sometimes personal, information, including, without limitation, as required to satisfy our applicable cryptocurrency and fiat KYC requirements.  It is a condition of your use of an account that all such information you provide is correct, current, and complete.  

7. RESTRICTIONS ON USE

You may use the Site, the Services and all associated content solely for your personal use and enjoyment.  The Site, the Services, or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.  You shall not attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site.

To access parts of the Site or the Services, you may be asked to provide certain, sometimes personal, information.  It is a condition of your use of the Site or the Services that all the information you provide on the Site or the Services is correct, current, and complete.  

You agree not to use any device, software, or routine to interfere with the proper functioning of the Site.  In addition, when accessing or using the Site or the Services you may not:

• Transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including images and language;
• Transmit or solicit any information, software, or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights; is protected by copyright, trademark, or other proprietary rights; or is a derivative work with respect thereto, without first obtaining permission from the owner or right holder;
• Transmit any information, software, or other material that contains a virus, trojan horse, time bomb, worm or other rogue programming or other harmful component;
• Use any software, tool, data, device, or other mechanism to navigate or search the Site, other than generally available browsers or a search engine provided by us;
• Use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute any information or content available on the Site; or
• Frame or utilize framing techniques to enclose any aspect of the Site, including any trademark, logo, or other proprietary information (including, but not limited to, images, text, page layout, or form) without our express written consent.

Additionally, you are prohibited from violating or attempting to violate any security features of the Site, including, without limitation:

• Accessing content or data not intended for you or logging onto a server that you are not authorized to access;
• Attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;
• Interfering or attempting to interfere with service to any visitor, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, "flooding," "spamming," "mail bombing," or "crashing;"
• Violating security features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or any content on the Site, including, without limitation, by use of any manual or automated software, devices, scripts bots, crawlers, spiders, data miners, scraping or other automatic access tools;
• Using the Site to send unsolicited e-mail, promotions or advertisements for products or services; or
• Forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

Any violation of system or network security may subject you to civil and/or criminal liability.

8. USER COVENANTS

By accessing or using the Site and/or the Services, you agree to, acknowledge, and represent as follows:

• You will comply with all applicable federal, state or local laws in using the Site and/or the Services, and you will not perform or fail to perform any act that you know or reasonably should know would place us or our affiliates in violation of any applicable law.  
• You have the authority and capacity, under the laws of the state or jurisdiction in which you reside, to make the representations and warranties and be bound by the covenants provided herein.
• If you are acting on behalf of another person, you confirm that you are authorized to act on behalf of such other person and you confirm that both you and such other person are bound by these Terms and jointly and severally bound by the covenants undertaken herein.
• You have no knowledge or reason to suspect that (i) any funds, currencies (including crypto/virtual) or other property which you may use on this Site is connected with the proceeds of criminal activity, or (ii) you, or any co-owner(s) or principal(s) (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), are under investigation, charged with, or convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity, tax evasion or act in violation of any anti-bribery or anti-corruption law, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, the loi Sapin II in France, the Italian Criminal Code, Title 19 of the Swiss federal Penal Code and any other relevant laws and regulations;
• you (and your principal, if applicable) are not, nor are you or your principal (if applicable) owned, controlled, or acting on behalf of, an entity or individual that is: (i) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those administered and enforced by the United States, European Union, United Kingdom, United Nations Security Council, or other applicable sanctions authority (collectively, "Sanctions"), or (ii) located, organized, or resident in a country or territory that is the subject of Sanctions (including the Donetsk and Luhansk regions of Ukraine, Crimea, Russia, Cuba, Iran, North Korea, and Syria) (collectively, "Sanctioned Jurisdictions"); and you will not transfer any funds, currencies (including crypto/virtual) or other property to, or use them for the benefit of, anyone that is the subject of Sanctions or located, organized, or resident in a Sanctioned Jurisdiction;
• if you are acting as agent on behalf of a principal, you have disclosed to us the identity of your principal and have taken steps reasonably designed to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws, including but not limited to, conducting appropriate due diligence on your principal, and all commissions payable to you for this consignment have been authorized by your principal.

9. COPYRIGHTS, TRADEMARKS, AND OTHER PROPRIETARY RIGHTS

When accessing and using the Site and/or the Services, you agree to obey the law and to respect the intellectual property rights of others.  You agree that you shall be solely responsible for any violations of any relevant laws and for any infringement of third-party rights caused by any Profile Content (as defined below) or related to any NFT that you provide or transmit to us or via the Site.

As between you and us, all content on the Site and the Services (excluding the NFTs and Profile Content), including text, hidden text within our source code, trademarks, software, photos, video, images, graphics, music, audio-visual content, podcasts, recordings, sound, or any other digital media, is owned by us and/or our licensors and is subject to protection by patent, copyright, trademark, or other proprietary rights.  In addition, the entire content of the Site is copyrighted as a collective work under the United States copyright laws, and we own the copyright in the selection, coordination, arrangement, and enhancement of such content.  Any feedback you provide to us relating to the Site and/or the Services, shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis.

All trademarks, trade names, trade dress, logos, and service marks (collectively, the " Trademarks") appearing on the Site and/or the Services are the property of their respective owners, including, in some instances, us and/or our partner companies.  Nothing contained on the Site, the Services or these Terms serves to grant you, by implication or otherwise, a license or right to use any of the Trademarks or copyrights owned by us or by any third party.  

Except as expressly provided herein, you may not use, modify, create derivative works of, copy, redistribute, reproduce, publish, transmit, display, commercialize, or in any other way exploit any content or material from the Site or the Services without express written permission from us and, if applicable, the respective copyright owner.  You acknowledge and agree that you do not acquire any ownership rights by accessing or using the Site and/or the Services.

10. PROFILE CONTENT

This Site allows you to create a profile where you can upload a profile picture or certain other content or information for your profile (collectively, "Profile Content").  You hereby grant to us and our affiliates, the royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive right and license to use, reproduce, modify, adapt, publish, share, re-post, translate, create derivate works of, and display Profile Content, without payment, royalties, or other consideration to you, in connection with the operation of the Site, and providing you the Services.  

All Profile Content must comply with these Terms.  You represent and warrant that you are the owner of or have the right to license Profile Content and that your Profile Content does not and will not infringe, misappropriate or violate the intellectual property or other proprietary rights of any third party.  You must not send, upload, post or transmit to us any Profile Content to which you do not hold the necessary rights, or which violate or infringe upon the intellectual property or other proprietary rights of others.  

11. MONITORING; COPYRIGHT COMPLAINTS

You agree that we have the right, but not the obligation, to monitor, suspend, terminate, edit, disclose, refuse to post, or remove at any time, for any reason in our sole discretion, any material, content, and/or activity anywhere on the Site or the Services.  In the event you post or provide content in violation of these Terms or to which you do not have adequate rights, we may suspend or terminate your access to or use of the Site or the Services.  Notwithstanding this right, we do not and cannot review all materials submitted to the Site or the Services.  If notified, we will investigate an allegation that content transmitted to us is in violation of these Terms and determine whether to have the communication removed.  However, we assume no responsibility or liability arising from or relating to any actions or content transmitted by or between you or any third party within or outside of the Site or the Services, including, but not limited to, any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein.  

Digital Millennium Copyright Act

We may, in appropriate circumstances, terminate the access of users who infringe or otherwise violate the rights of others.  While we reserve the right to terminate the access of users who infringe or otherwise violate the rights of others in our sole discretion, if you are a Repeat Offender (as defined below), your access to the Site or the Services will be suspended or terminated.  " Repeat Offender" shall mean any user of the Site or the Services against whom we receive three (3) or more Infringement Notifications (as defined below).  

If you believe that your work has been copied and is accessible on the Site or Services in a way that constitutes copyright infringement, you may notify us (each, an "Infringement Notification") by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. sec. 512): 

• A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works at the Site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send the written communication to our copyright agent by e-mail and by mail to:

Tabula Rasa Limited

28th Floor, Infinitus Plaza, 199 Des Voeux Road Central

Hong Kong

Attn: DMCA Agent

E-mail:  legal@trlab.com

E-mail Subject: "DMCA Request"

12. THIRD-PARTY SITES

We may provide links and pointers to websites, goods, and/or services maintained, owned, or controlled by others (" Third-Party Sites") that are not affiliated with us, that may be located in different countries and that may be subject to different regulatory and other legal requirements.  We have not reviewed all of the Third-Party Sites linked to the Site or the Services and are not responsible for the content or services offered on such Third-Party Sites, including, but not limited to, any advertising, KYC processing, order processing and fulfilment, or payment terms related to such Third-Party Sites.  Access to Third-Party Sites through the Site or the Services does not constitute an endorsement by us or any of our affiliates of any such Third-Party Sites, or the content or services offered by them.  We have no responsibility or liability for these Third-Party Sites" independent policies or actions and are not responsible for the privacy practices of such Third-Party Sites.  Complaints, claims, concerns, or questions regarding Third-Party Sites should be directed to the applicable third party.  

If we provide links to social media platforms, such as Facebook or Twitter, and if you choose to visit any such social media platforms through our links, please note that the personal information you post, transmit, or otherwise make available on or through such social media platforms may be viewed by the general public.  We do not control any content or information made available on such social media platforms and we are not responsible for any third-party use of any such content or information, including, without limitation, personally identifiable information, that you have posted, transmitted, or otherwise made available on such social media platforms.

13. UPDATES

We will not be liable if, for any reason, all or part of the Site or the Services is ever unavailable.  We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or the Services, or any part thereof, with or without notice.  We undertake no obligation to update, amend, or clarify information on the Site or the Services, except as required by law.  No specified update or refresh date applied on the Site should be taken to indicate that all information on the Site or the Services has been modified or updated.  Please remember when reviewing information on the Site or the Services that such information may not represent the complete information available on a subject.  In addition, subsequent events or changes in circumstances may cause existing information on the Site or the Services to become inaccurate or incomplete.

On occasion, information on the Site or the Services may contain errors.  We reserve the right to, at any time without prior notice, correct any errors, inaccuracies, or omissions, and to change or update information.

14. TERMS OF SALE

Our Terms of Sale govern all sales and purchases of NFTs via the Site.

15. RISKS

Please note the following risks in accessing or using the Site and/or selling and purchasing NFTs:

• The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility;
• Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs;
• NFTs are not legal tender and are not backed by the government;
• Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
• Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
• The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear;
• The nature of NFTs may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties may prevent the access to or use of your NFT; and
• Changes to Third-Party Sites (discussed in Section 12) may create a risk that your access to and use of the Site will suffer.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You hereby assume all such risks and you hereby agree and understand that you access and use the Site and the Services at your own risk.  For the avoidance of doubt, this brief Section does not disclose all of the risks associated with NFTs.

16. DISCLAIMER OF WARRANTIES

NFTS ARE INTANGIBLE DIGITAL ASSETS.  THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK.  ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM.  WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT.  WE FACILITATE TRANSACTIONS BETWEEN THE BUYER AND SELLER BUT ARE NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF NFTS OR BETWEEN ANY USERS.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, ANY NFT, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, CORRUPTED WALLET FILES, SMART CONTRACT), BLOCKCHAINS (INCLUDING THE ETHEREUM NETWORK) OR ANY OTHER FEATURES OF THE NFTS; (II) ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE SITE, INCLUDING FAILURES TO EXECUTE BIDS, HOWEVER CAUSED; (III) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (IV) CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE ETHEREUM NETWORK INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT; (V) SERVER FAILURE, INTERNET FAILURE OR DATA LOSS; AND (VI) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR ANY NFTS.

THE SITE AND THE SERVICES MAY PROVIDE YOU WITH CERTAIN INFORMATION, INCLUDING, WITHOUT LIMITATION, INFORMATION RELATED TO NFTS, CRYPTOCURRENCIES AND BLOCKCHAIN TECHNOLOGY.  ALL SUCH INFORMATION IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND ALL SUCH INFORMATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY USE OF, OR RELIANCE ON, SUCH INFORMATION IS AT YOUR SOLE RISK.

FURTHER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT THE QUALITY OF ANY INFORMATION OR MATERIALS OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED.    YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE OR THE SERVICES IS TO STOP USING THE SITE OR THE SERVICES, AS APPLICABLE. THE FOREGOING LIMITATION OF RELIEF IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND US UNDER THESE TERMS.  PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON THE LENGTH OR SCOPE OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY FULLY TO YOU.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL WE AND/OR OUR SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR MANAGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE), RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICES; (II) ANY ACT OR OMISSION BY YOU THAT IS BASED (IN WHOLE OR IN PART) ON ANY INFORMATION, STATEMENT OR CONTENT THAT IS PROVIDED OR OTHERWISE MADE AVAILABLE TO YOU BY OR THROUGH THE SITE OR THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, PROFILE CONTENT OR OTHER DATA; OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE.  IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF US AND OUR SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS TO YOU, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS ($100).  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND/OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, IN CERTAIN JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU; ALL OTHER PROVISIONS OF THESE TERMS REMAIN IN FULL FORCE AND EFFECT.

18. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless us, our affiliates, our subsidiaries, and each of our and their respective shareholders, members, managers, directors, officers, employees, personnel, agents, successors and assigns from and against any and all claims, allegations, demands, actions, causes of action, lawsuits, investigations and proceedings (including any and all liability, damages, costs, expenses (including attorneys" fees), settlements, fines, penalties and losses of any kind or nature whatsoever resulting from any of the foregoing) arising out of or in connection with: (i) your violation or breach of these Terms (including, without limitation, any violation or breach of the Terms of Sale); (ii) your use of the Site and/or the Services; (iii) your dispute with another user; (iv) your violation of any rights of any third party; (v) any claim related to your Profile Content or your NFT(s) (including related Underlying Material (as defined in the Terms of Sale) and Linked Digital Asset(s) (as defined in the Terms of Sale)); or (vi) your violation of applicable law.  This indemnification obligation will continue after you stop using the Site and/or the Services. We reserve the right to assume the exclusive defense and control of any claim and matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any such matter without our prior written consent.

19. FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, embargoes, Sanctions or other regulations, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability to obtain or delay in obtaining adequate or suitable supplies, breakdown of materials or telecommunications, or power outage.

20. NOTICES

We may send you responses or notices by e-mail, posting to the Site, or written communication sent by postal service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  

21. GOVERNING LAW

These Terms and your use of the Site and/or the Services shall be governed by and construed for both substantive and procedural purposes in accordance with the laws of the State of New York, U.S.A., without giving effect to any principles of any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the laws of any jurisdiction other than those of the State of New York to apply.

22. DISPUTE RESOLUTION

Timing of Claims

Any cause of action or claim you may have with respect to the Site and/or the Services must be commenced within one (1) year after the claim or cause of action arises.

Arbitration and Venue

Any dispute relating in any way to your use of the Site and/or the Services shall be submitted to confidential arbitration in New York, New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court, and you consent to jurisdiction and venue in such courts.  Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association in accordance with its Commercial Arbitration Rules and before a single arbitrator.  

Ultimately, the selected arbitrator must have expertise in the subject matter of the dispute.  The expenses of the arbitration charged by the arbitrator shall be borne by the non-prevailing party or otherwise as appropriately allocated between the parties to the arbitration by the arbitrator in his or her discretion.  However, in every other regard, except as otherwise set forth in these Terms, each party shall pay for and bear its own costs and legal fees, costs, and expenses.  The arbitration shall be completed within one hundred twenty (120) days of either giving notice or filing a demand to arbitrate with the American Arbitration Association (whichever shall first occur).

Final Arbitration 

The arbitrator"s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.  The testimony, evidence, ruling, and all documentation regarding any arbitration shall be considered confidential information.  Neither party may use, disclose, or divulge any such information unless otherwise required by law.

Class Action Waiver

To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.  You agree to an arbitration on an individual basis.  IN ANY DISPUTE, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.  The arbitral tribunal may not consolidate more than one (1) person"s claims, and may not otherwise preside over any form of a representative or class proceeding.  The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

23. MISCELLANEOUS

The division of these Terms into sections and the headings of the various sections in these Terms are for convenience of reference only and shall not affect the construction or interpretation of these Terms.  You acknowledge and agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to these Terms.  Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.  Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms.  We may assign our rights and duties under these Terms to any party at any time without notice to you and without your express consent.  You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent.  Any purported assignment or delegation in violation of this Section is null and void.  No assignment or delegation relieves you of any of your obligations under these Terms.  There shall be no third-party beneficiaries to these Terms. Any provision of these Terms that contemplates performance or observance subsequent to any expiration or termination of these Terms, or which is otherwise necessary to interpret the respective rights and obligations of the parties hereunder, shall survive any expiration or termination of these Terms and continue in full force and effect.  If any provision of these Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  These Terms, together with our Terms of Sale and Privacy Policy, and all other documents incorporated herein by reference, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede any agreements previously existing between the parties with respect to such subject matter.  

24. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N. 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.  

25. QUESTIONS

If you have any questions or comments regarding these Terms, our Terms of Sale, our Privacy Policy, the Site, or the Services, please feel free to contact us by e-mail at team@trlab.com.