Terms of Use

1. Definitions

The following definitions are used in these Terms:

• "Collectibles" means digital assets created by us or you in connection with the Services, the ownership of which is tracked via the Polygon blockchain, and the ownership of which will give you certain rights and privileges within the Services.
• "Content" means content, materials, art, design, and drawings, in any form or media, including, without limitation, images, photographs, audio, or videos.
• "Digital Wallet" means a unique custodial digital wallet on the Polygon blockchain which corresponds to each Account, which enables the holder of the corresponding Account to purchase, store, and engage in transactions on the Platform using the Services, and to connect Collectibles with the Services.
• "Marketplace" means the online peer-to-peer marketplace offered through the Platform, which provides various Marketplace Offerings.
• "Marketplace Offerings" include various Services-related offerings, including, but not limited to, direct sales of Collectibles to you and the facilitation of peer-to-peer sales conducted via decentralized or third-party exchanges or protocols whereby buyers and sellers can buy, sell, and trade Collectibles with each other.
• "NFTs" means non-fungible tokens.
• "Prediction" means a forward-looking statement about the outcome of an event which is the result of the gathering and skillful analysis of one or more data points.
• "Third Party Services" means third-party content, applications, and other services provided to us or you, by or through third parties, through, among other things, links to third-party websites, including, but not limited to: (a) content, applications, advertising, data, statistics, and other content, and (b) decentralized smart contract protocols or exchanges.

2. User Account; Digital Wallet; Financial Transactions

User Account. You will be required to create an account to use the Services (your "Account"). In creating and maintaining your Account, you agree to provide us with accurate, complete, and updated information. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account.

Digital Wallet. Upon creating your Account, we will create a corresponding Digital Wallet. The Digital Wallets are made available through and operated by Venly, whose terms of service, to which your use of the Digital Wallet will be subject, can be found at https://www.venly.io/legal/terms-of-service . Your Digital Wallet may only be used in connection with our Platform, and you will be unable to transfer Collectibles to other Digital Wallets registered with our Platform or other third-party platforms. We accept no responsibility or liability to you in connection with your use of a Digital Wallet and make no representations or warranties regarding how the Services will operate with the Digital Wallet. We will have access to your Digital Wallet and you agree to permit us to perform actions involving your Digital Wallet on your behalf in the course of delivering the Services.

Financial Transactions on Platform. Most payments, cash withdrawals, or financial transactions that you engage in via the Services are currently conducted through the following third-party payment providers whose Terms of Use may be found at the links provided below:

• Venly:   https://www.venly.io/legal/terms-of-service
• Transak (US):   https://transak.com/terms-of-service-us
• Transak (ROW):   https://transak.com/terms-of-service
• Moonpay:   https://www.moonpay.com/legal/terms_of_use_usa

We have no control over withdrawals, payments, or other transactions, nor do we have the ability to reverse any withdrawals, payments, or other transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any withdrawals, payments, or other transactions that you engage in via the Services. We do not provide refunds for any purchases that you might make on or through the Platform—whether for Collectibles or anything else.

Gas Fees. Every transaction on the Polygon blockchain requires the payment of a transaction fee (each, a "Gas Fee"). The Gas Fees fund the network of computers that run the decentralized Polygon blockchain. We will pay the Gas Fees for any transactions on the Platform; however, this may change in the future through an update to these Terms, in which case, you may, in the future, need to pay all or a portion of Gas Fees.

Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the "Taxes") associated with your use of the Services. Upon making any cash withdrawals, you may be requested to complete an affidavit of eligibility and a liability/publicity release (unless prohibited by law) and/or appropriate tax forms and forms of identification, including but not limited to a driver's license, proof of residence, and/or any information relating to payment/deposit accounts as our payment service provider may reasonably request in order to complete the withdrawal of deposits. Failure to comply with this requirement may result in disqualification and forfeiture of any deposits. Disqualification or forfeiture of any deposits may also occur in the event it is determined that you did not comply, in any manner, with these Terms of Use.

3. Use of the Platform; Security

Collectibles. You can purchase, earn, collect, showcase, transfer, and trade Collectibles, and use them in the Platform in various ways that we make available on the Platform. We make no promises or guarantees regarding the functionality, utility, or value of any Collectibles, and such Collectibles may evolve and change as we update and modify the Services and the Platform. You can also buy Collectibles from other Collectible owners within the Marketplace. You are responsible for all payments, fees, and costs when engaging in any transactions involving Collectibles, including, without limitation, the purchase price, transaction fees, fees associated with your secondary or subsequent sales of Collectibles, and all other fees associated with your use of the Collectibles or the Services.

We reserve the right to modify, delete, and/or replace the Content linked to, or associated with, your Collectibles at any time with or without notice, as follows: (i) adding or removing third party brand names, logos, or other intellectual property; (ii) updating factual or statistical information; (iii) changing designations associated with the Collectible; (iv) modifications at the request or demand of a third party; or (v) correcting any errors in the Content.

We make no guarantees or representations that the collectibles offered on our platform will increase in value over time. These assets may decrease in value or hold no value at all, and you should make your own assessments before engaging in any transactions.

Marketplace. We provide the Marketplace to enable Marketplace Offerings. We may charge a transaction fee on any or all peer-to-peer sales that occur via the Marketplace or that otherwise involve Collectibles (which may be calculated as a percentage of the overall sale price of the Collectibles). To facilitate transactions via the Marketplace, we may integrate with one or more Third Party Services, including, but not limited to, decentralized smart contract protocols, which facilitate the exchange of cryptocurrency and other assets through the Polygon blockchain. We do not own or control any Third Party Services, or the Polygon blockchain, we do not control the transfer of cryptocurrency using Third Party Services, and we do not have the ability to cancel or reverse certain transactions. Except as may otherwise be provided in these Terms, we do not endorse purchases or sales of Collectibles or other Marketplace Offerings outside of the Services. We have no control over the conduct of buyers, sellers, Third Party Services, and any other users of the Marketplace. We accept no liability for any aspect of the buyer and seller peer-to-peer interaction on the Marketplace.

Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Marketplace Offerings, or other features or benefits related to the Services, subject to any additional terms that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold, or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us, at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that we establish for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions, or features of any Marketplace Offerings sold by us, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Marketplace Offerings prices to the Platform. While we attempt to be as accurate as we can in our descriptions for Marketplace Offerings, we do not warrant that Marketplace Offerings descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Marketplace Offerings for purchase through the Services at a particular time does not imply or warrant that the Marketplace Offerings will be available at any other time. We reserve the right to change prices for Marketplace Offerings displayed on the Services at any time.

Purchases Made for Consumptive Use. You acknowledge and affirm that you are acquiring Marketplace Offerings, whether through the Marketplace or otherwise through the Services, for purposes of use in connection with the Services and, in the case of Collectibles, to play the game or for other collectible purposes, and in each case not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of an Offering or Collectible is incidental to obtaining it for its use in connection with the Services or its collectible purpose.

ALL SALES FINAL. ALL PURCHASES MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION (AND IN SUCH INSTANCES WHERE REQUIRED BY APPLICABLE LAW, OUR ABILITY TO ISSUE ANY SUCH REFUND IS LIMITED TO WHETHER THE APPLICABLE SMART CONTRACT ENABLES US TO REASONABLY REVERSE OR CANCEL A TRANSACTION). NEVERTHELESS, YOU ACKNOWLEDGE THAT WE MAY NOT HAVE THE ABILITY TO REVERSE OR CANCEL A TRANSACTION AND ARE NOT REQUIRED OR OBLIGATED TO PROVIDE A REFUND OF ANY PURCHASE FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR TIME, ITEMS, AMOUNTS, OR VALUES IN YOUR ACCOUNT, EVEN IF YOUR ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

Marketplace Rules and Additional Terms. In addition to these Terms, your use of the Marketplace and any Marketplace Offerings will be governed by any additional terms and rules that we may create and make available and to which you agree to be bound.

4. Location of Our Privacy Policy and Other Terms

Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://twotwentyk.io/privacypolicy .

Other Terms. Reserved.

5. Rewards and Prizes

Rewards. We will pay Rewards in cash, cryptocurrency, through the delivery of additional Collectibles, or through a combination of one or more of the same (“Rewards”). Rewards shall be deposited into the Digital Wallet in which the Collectible entitled to the Reward is held within three (3) business days following the validation of a Prediction. For purposes of clarity and by way of example, if a holder of a Collectible creates a Prediction that becomes entitled to a Reward, and prior to receiving the Reward, such holder transfers the applicable Collectible to another Digital Wallet, the Reward shall be deposited into the Digital Wallet to which the Collectible has been transferred, rather into the Digital Wallet of the original holder of the Collectible.

Reward Calculations. Rewards will be either fixed or calculated via a formula, which in either case, shall be as set forth on the Website.

6. Eligibility

Eligibility. You must be at least eighteen (18) years of age or older to use the Services, or of the minimum legal age in the jurisdiction from which you access the Services. Additional aspects of the Services may have further age restrictions that will be presented to you in connection with those Services. In addition, you cannot use the Services if (1) the Office of Foreign Assets Control of the United States Treasury Department lists you as a specially designated national and/or blocked person; (2) the Bureau of Industry and Security of the United States Department of Commerce lists you on its denied persons list or lists of parties of concern; (3) you are located in a country that the U.S. government, European Union, and/or United Nations has placed embargo restriction on and you are not on the U.S. government, European Union, or United Nations list of restricted parties or persons (including being a Specially Designated National by the U.S. government); or (4) you’re on any similar list promulgated by an official agency or department of the United States government. Further, if you use the Services, you may not transfer or provide to us any currency, digital assets, or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet all these requirements.

For the avoidance of doubt, you shall not use or access the Website or Services at any time from a country that the U.S. government, European Union, and/or United Nations has placed embargo restriction on or if you are added to the U.S. government, European Union, or United Nations list of restricted parties or persons (including being a Specially Designated National by the U.S. government).

7. Ownership, License, and Ownership Restrictions

YOUR OWNERSHIP OF COLLECTIBLES WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH COLLECTIBLES FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW).

For the purposes of this Section 7, “Own” means, with respect to a Collectible, a Collectible that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Polygon blockchain.

Ownership of Collectible. Because each Collectible is an NFT on the Polygon blockchain, when you purchase a Collectible in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the underlying NFT. Ownership of the Collectible is mediated entirely by the Polygon blockchain. Except as otherwise permitted by these Terms, such as in cases where we determine that the Collectible has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Collectible.

We Own the Platform. You acknowledge and agree that, except for Third Party Services, we own, control, or license all legal right, title, and interest in and to all other elements of the Platform and the Services, and all intellectual property rights therein (including, without limitation, all designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Materials”)). You acknowledge that the Platform Materials and Third Party Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials and Third Party Materials are the copyrighted property of us, our licensees, partners, or affiliates. All trademarks, service marks, and trade names associated with the Services or otherwise contained in the Platform Materials or Third Party Materials are proprietary to us, our licensees, partners, or affiliates.

No User License or Ownership of Platform Materials. Your use of the Services does not grant you ownership of or any other rights with respect to any content, code, data, or other Platform Materials or Third Party Materials that you may access on or through the Services. We reserve all rights in and to the Platform Materials that are not expressly granted to you in these Terms.

Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Collectible, whether via the Services or otherwise, does not give you any rights or licenses in or to the Platform Materials or any Third Party Materials other than those expressly contained in these Terms or, if applicable, the Third Party Service terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials without the prior written consent of our Chief Executive Officer, in each case, which consent may be withheld in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world, without the prior written consent of our Chief Executive Officer, in each case, which consent may be withheld at our sole and absolute discretion.

User Feedback. You may choose to submit comments, bug reports, ideas, or other feedback about the Services, including without limitation about how to improve the Services (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without any compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

8. Conditions of Use and Prohibited Activities

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE SERVICES, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE SERVICES ONLY FOR PURPOSES THAT ARE LEGAL, PROPER, AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

User Warranties. 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:
  • Involve the sending, uploading, distributing, or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
  • Involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
  • Involve the uploading, posting, transmitting, or otherwise making available through the Services any content that infringes the intellectual property rights of any party;
  • Involve using the Services to violate the legal rights (such as rights of privacy and publicity) of others;
  • Involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
  • Involve interfering with other users’ enjoyment of the Services;
  • Involve exploiting the Services for any unauthorized purpose;
  • Involve modifying, adapting, translating, or reverse engineering any portion of the Services;
  • Involve removing any copyright, trademark, or other proprietary rights notices contained in or on the Platform or any part of it;
  • Involve reformatting or framing any portion of the Services;
  • Involve displaying any content on the Platform, or using the Services, that contains any hate-related or violent 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;
  • Involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
  • 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;
  • Involve abusing, harassing, or threatening another user of the Services or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees, partners, or contractors 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
  • 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 A Prohibited Activity”); and/or
• In any manner:
  • Involve the impersonation of another person (via the use of an email address or otherwise);
  • Involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
  • Involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform;
  • Involve acquiring Collectibles through inappropriate or illegal means (including, among other things, using a payment mechanism that you do not have the right to use, or purchasing a Collectible and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Collectible or selling, gifting, or trading the Collectible to someone else);
  • Otherwise involve or result in the wrongful seizure or receipt of any Collectibles or other digital assets;

Effect of Your Breaches. 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, (A) IMMEDIATELY DELETE YOUR COLLECTIBLES’ IMAGES AND DESCRIPTIONS FROM THE PLATFORM, OR DENY YOU ACCESS TO AND TAKE POSSESSION OF YOUR DIGITAL WALLET AND COLLECTIBLES, (B) DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (C) IMMEDIATELY CONFISCATE ANY COLLECTIBLES (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

9. Termination

You Terminate. You may terminate these Terms by discontinuing your access to and use of the Services. If you terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Services—whether for Collectibles or anything else.

We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms without the provision of prior notice. You agree that any suspension or termination of your access to the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate your access to the Services without cause we will provide the means for you to transfer the contents of your Wallet off of the Platform to another Wallet of your choosing. If we terminate your access to the Services for cause as outlined elsewhere in these Terms, you forfeit the contents of your Wallet and we will have the right to take possession of the contents of your Wallet without compensation to you.

Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage 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 in equity.

Referral to Governmental Authority. 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 party 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.

Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2 and 4 through 18 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, CONTRACTORS, LICENSEES, LICENSORS, SUPPLIERS, AND SUCCESSORS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

10. Disclaimers

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, WE, OUR SUBSIDIARIES, AND AFFILIATES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF THEM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AND AFFILIATES 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) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE; (IV) THE SERVICES OR ANY 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 POLYGON BLOCKCHAIN, OR YOUR DIGITAL WALLET, 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 WALLET 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 PLATFORM, THE POLYGON BLOCKCHAIN, OR ANY DIGITAL WALLET.

COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE POLYGON BLOCKCHAIN. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE POLYGON BLOCKCHAIN. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

COLLECTIBLES ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. A COLLECTIBLE IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE POLYGON BLOCKCHAIN, OR ANY DIGITAL WALLET, INCLUDING, FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

IT IS POSSIBLE THAT CERTAIN JURISDICTIONS MAY CONSIDER THAT CERTAIN OF THE SERVICES CONSTITUTE FANTASY SPORTS OR GAMBLING AND ARE GOVERNED BY APPLICABLE STATE STATUTES AND REGULATIONS. WHEN PARTICIPANTS CREATE, TRADE, BUY OR SELL THEIR COLLECTIBLES, THEY ARE UTILIZING SKILL TO CHOOSE THE COLLECTIBLE TO CREATE, BUY, TRADE OR SELL AND VARIOUS OTHER FACTORS. GAMES OF SKILL ARE PERMITTED IN MOST JURISDICTIONS AND DO NOT CONSTITUTE GAMBLING (WHICH GENERALLY REQUIRES A GAME OF CHANCE, PRIZE, AND CONSIDERATION TO PLAY). SOME JURISDICTIONS LIMIT GAMES OF SKILL WHERE PAYMENTS ARE INVOLVED. IT IS YOUR RESPONSIBILITY TO DETERMINE WHETHER THE JURISDICTION IN WHICH YOU ARE LOCATED PERMITS SKILL-BASED COMPETITIONS. WHEN YOU PARTICIPATE IN COMPETITIONS, THESE TERMS SHALL APPLY.

11. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT WE AND OUR PARENT, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, CONTRACTORS, LICENSEES, LICENSORS, SUPPLIERS, AND SUCCESSORS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, 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 ECONOMINIC LOSS (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.

YOU AGREE THAT OUR AND OUR PARENTS’, SUBSIDIARIES’, AND AFFILIATES’ TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (I) THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (II) $250 U.S. DOLLARS.

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.

12. Assumption of Risk

(i) Value and Volatility. The prices of both collectible and non-collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectibles, which may also be subject to significant price volatility. We cannot guarantee that any Collectibles purchased, will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular Collectible.

(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Collectible-related transactions. We are not responsible for determining the taxes that apply to your transactions, both on and off the Platform.

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

(iv) Regulatory Uncertainty. The regulatory regime governing blockchain technologies and digital assets, is uncertain, and new regulations or policies may materially adversely affect the development of the Platform, your use and access of the Platform, and therefore the potential utility or value of your Collectibles.

(v) Software Risks. Upgrades to the Polygon blockchain, a hard fork in the Polygon blockchain, or a change in how transactions are confirmed on the Polygon blockchain may have unintended, adverse effects any network on the Polygon blockchain, including the Platform.

13. Indemnification

You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, partners, suppliers, service providers, and each of their respective, officers, directors, employees and agents, from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the Services; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Services. You agree that we will have control of the defense or settlement of any such claims.

14. Third-Party Services, Materials and External Sites

Third Party Services are provided solely as a convenience to our users. Any content, applications, advertising, data, and statistics provided through Third Party Services (“Third-Party Materials”), or made available through links to certain third-party websites (collectively, the “External Sites”), are provided solely as a convenience to our users. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or External Sites, and have no control over the same. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other Third-Party Materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other Third Party Materials on the Platform, or on or made available from any External Sites. Third-Party Materials and links to External Sites are provided solely as a convenience to you.

15. Force Majeure

(i) Force Majeure Events. 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 the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.

(ii) Performance During Force Majeure Events. 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. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section, we may thereafter terminate these Terms upon fifteen (15) days' written notice.

17. Dispute Resolution; Binding Arbitration; Class Action Waiver

IN THIS SECTION 17, YOU ARE AGREEING TO GIVE UP RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

(i) Binding Arbitration. All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures and the JAMS Consumer Arbitration Minimum Standards (together, the “Rules”). The most recent version of the Rules is available at www.jamsadr.com/rules-download and are hereby incorporated by reference. The place of arbitration shall be Boca Raton, Florida, unless the arbitrator determines that the dispute can be resolved on the submission of written papers or you exercise your right to an in-person hearing in your hometown area.

(ii) Arbitration Fees. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs.

(iii) Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

(iv) Additional Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

(v) Opt Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by submitting a request at admin@twotwentyk.io. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.

(vi) Confidentiality. You and us agree that any claim that has been submitted to arbitration, and all related proceedings, including any settlement agreement, shall be kept confidential. In the event you or we file the arbitration award with any court of competent jurisdiction in order to have that award confirmed in a court order or judgment, or any other proceeding under the Federal Arbitration Act, then each party shall take measures to the extent permitted by applicable law to redact or file under seal any highly sensitive business or personal information that appear in the award and any other supporting documents filed in such a proceeding.

(vii) Severability. If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section ; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

18. General

(i) Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Services, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Services, whether oral or written.

(ii) Third-Party Beneficiaries. Other than as otherwise expressly set forth herein, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

(iii) Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

(iv) Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(v) 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.

(vi) Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the state of Delaware and the federal laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the state of Florida or any other jurisdiction).

(vii) Venue. Subject to Section 17 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in state or federal courts located in Boca Raton, Florida, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.

(viii) Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(ix) Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

(x) California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

(xi) Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You warrant and represent that you’re not located in, under the control of, or a national or resident of any embargoed country. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

How to Contact Us.

How to Contact Us. You may contact us regarding the Services or these Terms at: 10XChi, Inc., 120 Palmetto Park Road, Suite 400, Boca Raton, FL. 33431, by phone at 585-500-1792 or by e-mail at admin@twotwentyk.io

Changes to These Terms

We may change these Terms to reflect updates to our business processes, acceptable practices, or legislative changes. Updated Terms will apply only to information collected after the change date.