TINYCOURSES NFTs SALE

TERMS AND CONDITIONS FOR BUYERS IN THE PRIMARY SALE

Introduction

TinyCourses NFTs (the “Collection”) is a collection of digital collectibles in the form of ERC-721 non-fungible tokens (each an “NFT” or a “Publisher NFT”) designated by Cordova Group Limited (the “Company”) with each NFT associated with a bundle of Creations (as defined below), created utilizing blockchain technologies on the Network (as defined below) and smart contracts to enable Buyers (as defined below) to hold and transfer the NFTs and have been or is being sold on mint.opencampus.xyz (the “Sale”).

Details of the Sale are available at mint.opencampus.xyz (the “Site”) and mobile application (the “App”) and platform (“Platform”) of TinyTap Ltd (the Site, App and Platform are collectively, the “Channels”).

Please read these terms (these “Buyer Terms” or this “Agreement”) carefully as they govern your participation in the Sale as well as the purchase of any NFTs.

BY ACQUIRING ANY PUBLISHER NFTS OR INTERACTING WITH THE RELEVANT SMART CONTRACTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO BE BOUND BY THESE BUYER TERMS AND ANY AMENDMENT HERETO THAT MAY BE MADE BY US FROM TIME TO TIME, OUR PRIVACY POLICY AND ANY TERMS OF THIRD PARTY SERVICES INCORPORATED HEREIN (COLLECTIVELY, THE “THIRD PARTY TERMS”), INCLUDING BUT NOT LIMITED TO THE TERMS OF USE AND PRIVACY POLICY OF THE SITE AND PLATFORM.

Definitions

For the purposes of these Buyer Terms, the following definitions shall have the following meaning:

“Affiliate” means the respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, members or service providers of Company or Buyer.

“Buyer”, “you”, or “your” means any individual participant in the Sale as a buyer.

“Channels” has the meaning set out in the Introduction to these Buyer Terms.

“Collection” has the meaning as set out in the Introduction to these Buyer Terms.

“Company” (referred to as either “Company”, “we”, “us” or “our” in these Buyer Terms) refers to Cordova Group Limited, located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.

“Creator” has the meaning set out in Section 3.2 herein.

“Creation” means such digital educational content and all artwork, designs, text, graphics, pictures, information, data, software, sound files, other files, content and the selection and arrangement thereof for use on the Platform and which may be associated with an individual Publisher NFT.

“Device” means any internet-capable apparatuses, machines, appliances, and hardware, now known or hereinafter devised and/or created, regardless of the particular underlying technology and mechanism and manner of connection, including, but not limited to, so-called “Smart TVs,” computers, laptops, desktops, tablets, iPads, and mobile phones.

“Jurisdiction” means the Hong Kong Special Administrative Region.

“License” has the meaning set out in Section 4.1(b)(ii) of these Buyer Terms.

"marketplace” has the meaning set out in Section 4.2(h) of these Buyer Terms.

“Network” means the main network of the Ethereum blockchain.

"Platform” has the meaning set out in the Introduction to these Buyer Terms.

“Privacy Policy” has the meaning set out in Section 5 of these Buyer Terms.

“Publisher NFT” has the meaning set out in the Introduction to these Buyer Terms.

“Purchased NFT” means any Publisher NFT that you have acquired pursuant to the Sale.

“Sale” has the meaning set out in the Introduction to these Buyer Terms.

“Secondary Sale” means any aftermarket sale or transfer of ownership of a Purchased NFT that take place after the purchase or minting of such Purchased NFT by a Buyer through the Sale.

“Services” means all communications, functionality, features, arrangements, organization, codes, software, opportunities, interactions, and activities made available on or through this Website.

“Site” has the meaning set out in the Introduction to these Buyer Terms.

“Terms and Conditions” (also referred to as these “Terms” or this “Agreement”) mean these Buyer Terms that form the entire agreement between Company and Buyer regarding their participation in the Sale and purchase of the NFTs.

“Third Party Terms” has the meaning set out in the Introduction to these Buyer Terms.

“TinyTap” means TinyTap Ltd., a corporation organized under the laws of Israel with its principal place of business at 6 HaNatsiv Street, Tel Aviv 6701033, Israel.

“Third-Party Providers” means any individuals, entities, services, manufacturers, organizations, contributors, or marketplaces involved with or connected to any Transaction.

“Transaction(s)” means any and all aspects of Buyer’s purchase of or interactions with the NFTs on and/or through the Channels and/or any platforms operated by Third-Party Providers.

“Users” means users of the Platform.

All capitalized terms or expressions not otherwise defined in Section 1.1 above shall have the meanings ascribed to them in these Buyer Terms.

Wherever a singular expression is used in these Buyer Terms, that expression is considered as including the plural or the body corporate where required by the context.

Representations and Conditions of Sale

By acquiring any Publisher NFTs pursuant to the Sale (whether through a Channel or by a direct interaction with the relevant smart contracts deployed in connection with the Sale), Buyer represents, warrants, covenants, and affirms that:

You have read, comprehends, and agrees to be bound and to abide by these Terms;

You have attained the older of either (i) eighteen (18) years or (ii) such age of majority and contractual capacity in your jurisdiction of residence;

You are acquiring Publisher NFTs for your own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution of the Publisher NFTs;

You are not a citizen of, or residing in, the United States of America, the United Kingdom, North Korea, Cuba, Iran, Syria, Russia, the following regions of Ukraine: Donetsk, Crimea and Luhansk, Algeria, Afghanistan, Bangladesh, Egypt, Iraq, Morocco, Nepal, Qatar, Tunisia, Bolivia or Colombia;

Buyer has good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand these Buyer Terms and to fully appreciate the risks and implications of purchasing any Publisher NFTs and is able to bear the risks thereof, including the loss of all or part of the Purchase Price. Buyer fully understands and accepts the risk of purchasing the Publisher NFTs, including but not limited to the risks relating to blockchain-based assets, such as smart contract risk and security risk.

You are solely responsible for implementing all reasonable and appropriate measures for security of the private keys to the blockchain-based address which owns your Purchased NFTs, as well as any other ancillary credentials. If such private keys or other access credentials are lost, you may lose access to your Purchased FNTs. In the event of any loss of your Purchased NFTs, neither the Company nor TinyTap may be able to, and are not obligated to, assist you in recovering any lost assets.

Any funds or assets used by you to acquire any Publisher NFTs are not property which have been obtained through the commission of a crime under any applicable law, or through the commission of a criminal transaction of which a crime is part;

Any figures provided on revenue are estimated amounts only and Buyer places no reliance on such figures when purchasing the Publisher NFT. Buyer specifically acknowledges that the actual revenue realized is dependent on the efforts of the Buyer and that there is no expectation of profit, return or any other financial benefit from the efforts of TinyTap, the Creator or the Company;

If you are entering into this Agreement on behalf of any entity, you have the legal authority to do so and bind such entity to these Terms and is solely responsible for ensuring that all others who participates in the Sale or otherwise associated with you or such an entity that interacts with the relevant smart contracts satisfy the requirements set forth in these Buyer Terms at all times; and

You, your entity or financial institution, or any party that owns or controls you, your entity or financial institutions, are (i) not subject to any embargo, sanctions or otherwise included on any list of designated prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United States Government (i.e., the Specially Designated Nationals List, Foreign Sanctions Evaders List of the United States Department of Treasury, Entity List, Denied Persons List and Unverified List of the United States Department of Commerce), the United Kingdom Government (i.e., HM Treasury’s financial sanctions regime), the European Union or any of its Member States, or other applicable government authority and (ii) not located in any country subject to any comprehensive sanctions program implemented by the United States Government.

The Channels, any smart contracts deployed in connection with the Sale, and all services related to the minting or purchase of the Publisher NFTs are provided to Buyer on an “as is” basis without any warranty or promise of availability of services of any kind. By acquiring any Publisher NFTs (whether through a Channel or by a direct interaction with the relevant smart contracts deployed in connection with the Sale), Buyer is assuming sole responsibility for any and all Transactions involving the Publisher NFTs.

IF BUYER DOES NOT AGREE TO THESE BUYER TERMS OR CREATOR TERMS (AS THE CASE MAY BE), SATISFY THE REQUIREMENTS SET FORTH THEREIN, ADHERE TO THESE BUYER TERMS OR CREATOR TERMS (AS THE CASE MAY BE), INCLUDING, ANY SUBSEQUENT MODIFICATIONS, UPDATES, OR ALTERATIONS TO ANY OF THE FOREGOING, BUYER IS REQUIRED, AND HEREBY AGREES, TO IMMEDIATELY CEASE AND DISCONTINUE ANY ACCESS TO AND PARTICIPATION IN THE SALE.

The Company reserves the right to require you to verify your identity for “Know Your Customer” purposes. Upon our request, you agree to provide us with all reasonably necessary information and documents we request in order to verify your identity or to verify your compliance with the terms of these Buyer Terms at any time during your participation in, or after, the Sale. The Company may require you to provide additional information and documents in cases where it has reasons to believe that you are involved in any illegal activity or that you are in breach of these Buyer Terms. In such cases the Company is entitled to, in its sole discretion, terminate the License immediately. In the event that the License is terminated by the Company pursuant to this Clause 2.4, the Company may, in its sole discretion, offer to purchase from Buyer any Buyer’s Purchased NFTs at a price equal to the amount paid by Buyer to purchase the Purchased NFT, subject to any other terms the Company may think fit. For the avoidance of doubt, Buyer is solely responsible for any Transaction Fee (as defined below) incurred out of or in connection with any transfer of a Purchased NFT to the Company under this Clause 2.4.

The Platform, Publisher NFTs and Sale

TinyTap is the creator and owner of the Platform that enables Users to access, create, and share educational, interactive content and applications.

Users may create Creations on the Platform (the “Creators”). You will be able to purchase, through the Sale, Publisher NFTs which entitle you to certain rights related to the associated Creations as set forth in these Buyer Terms.

NFT’s related rights and obligations

Ownership and License – Intellectual Property Rights

You acknowledge and agree that the Creator of a respective Creation owns and shall continue to own, exclusively and absolutely all legal rights, title and interest in and any other rights of ownership to his/her Creation, and all intellectual property rights therein, including all copyrights in and to it, like the right to reproduce and make copies of it, to prepare derivate works, to distribute, sell, or transfer, to display, to perform, and to publicly display and publicly perform. The content of the Creation may also be protected by applicable copyright, trade, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. Except as explicitly allowed under the limited license described in these Buyer Terms, you are not and shall not be granted any other rights in connection with any Creation.

Subject to your express agreement to these Buyer Terms and provided that you have acquired your Purchased NFT(s) lawfully, upon the delivery of a Purchased NFT, you shall have:

all rights of ownership to the Purchased NFT, including exclusive rights to hold, sell, transfer and carry out blockchain transactions involving your Purchased NFT; and

a limited, personal, non-exclusive, transferrable, non-sublicensable, revocable, royalty-free licence (the “License”) to promote, market, sell and display the Creations underlying the Purchased NFT and receive up to eighty percent (80%) of any revenues generated from the commercialization of such Creations after your acquisition of the Purchased NFT subject to Section 4.3 below; and

In promoting and marketing the Creations associated with your Purchased NFTs, you shall be granted under the License the exclusive rights to:

determine the time, form, mode, channel and all particulars of such promotional and marketing activities;

promote, market, commercialize or otherwise make accessible any Creations on the Platform or any other platforms designated by you at your sole discretion (“Other Platforms”);

generate or use the source codes of any Creations for the sole purpose of making such Creations accessible on Other Platforms;

render a translated version of any Creations in any other languages at your sole discretion;

determine the fees to be paid by Users or any other persons to view, access, download, purchase, use or otherwise interact with any Creations as permitted on the Platform or Other Platforms from time to time;

in the event that Other Platforms are used in the promotion, marketing and commercialization of any Creations, develop, adopt or set up your own payment system or mechanisms for the collection of any revenue generated by such Creations;

engage any third-party service providers in the promotion, marketing and commercialization of any Creations including but not limited to TinyTap; and

approve of any deletion or major modification and updates to any Creations proposed by the relevant Creator before such deletion or major modification and updates are made. No major modification or update that would substantially change a Creation shall be made by the Creator without prior consent from you.

You shall cease to be able to enjoy any revenue from the Creations following any disposal of your Purchased NFTs and you shall not be entitled to receive any revenue generated by the Creations prior to the acquisition of your Purchased NFTs.

Except as expressly provided herein, no further rights to any Creation shall be granted to you through the delivery of a Purchased NFT.

Restrictions

The License is subject to the following restrictions and qualifications:

The Licence extends only to the Creations associated with your Purchased NFT. Therefore, the License does not grant you rights to use, exploit, or display any Creations separate and apart from your Purchased NFT.

Subject to Clauses 2.4 and 7.1 herein, the ownership of an NFT and the License are not separable. The License and any other rights herein may only be assigned and transferred with the ownership of an NFT in accordance with Clause 7.2 below.

Except as used for the sole purpose of exercising your rights under the License or otherwise expressly permitted under these Buyer Terms, the Licence does not grant you any rights in or to any trade names, goodwill, logos, brands, trade dress or trademarks of Company, TinyTap or any of their Affiliates (“Reserved IP Rights”), all of which are expressly reserved to Company, TinyTap and their respective Affiliates. You hereby agree that any Reserved IP Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to the Company or an Affiliate designated by Company.

Except as used for the sole purpose of exercising your rights under the License or otherwise expressly permitted under these Buyer Terms, the Licence does not grant you any rights to use the business name of “TinyTap”, “TinyCourses” or any other business name of Company, TinyTap and their Affiliates, all of which are exclusively reserved to Company, TinyTap and their Affiliates. Nothing contained in these Buyer Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and Company or TinyTap, and neither you , Company nor TinyTap will have authority to contract for or bind the other in any manner whatsoever.

Except as permitted under these Buyer Terms, you shall not:

modify the Creations of your Purchased NFT in any way, including, without limitation, the content, shapes, designs, drawings, attributes, or color schemes; or

except as used in the promotion, marketing, commercialization and display of the Creations, create any derivative works which use, display or represent copies of the Creations in any form including, but not limited to, film, television, animated productions, video games, endorsements, designs, products, merchandise and any other creative activities (each, a “Derivative Work”). For the avoidance of doubt, the acts specified in Clause 4.1(c)(iii) and (iv) above will not constitute an act to create any Derivative Work.

You shall not:

use the Creations or any Derivative Work to advertise, market, or sell any third-party product or service or sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Creations associated with your Purchased NFTs or any Derivative Work;

promote, market or display any Creation in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability;

promote, market or display any Creation in a manner that violates any applicable law;

engage in any actions that will or are likely to be harmful to the reputation of Company, TinyTap and/or any of their Affiliates;

attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Creations of your Purchased NFTs; or

otherwise utilize the Creations of your Purchased NFTs for your or any third party’s commercial benefit except as expressly permitted by these Terms.

While your right to use the Creation under the Licence is royalty-free, you agree to pay a creator fee (otherwise known as a resale royalty) to TinyTap when you sell a Publisher NFT in a Secondary Sale at 5%. The creator fees to be paid will be in accordance with the relevant smart contract which effects a Secondary Sale. A percentage of the creator fees collected from a Secondary Sale of a Purchased NFT will be paid to the relevant Creator of the Creation associated with such Purchased NFT. These creator fees are deducted each time a Publisher NFT is sold on a secondary marketplace (as defined below) that supports such creator fees. You undertake not to transfer your ownership of any of your Purchased NFTs in any manner which would purposefully result in you failing to pay the creator fees in full or otherwise circumventing the payment of the creator fees. For the avoidance of doubt, you are not prohibited from gifting your Purchased NFTs to another person or making a transfer that is not for the purpose of circumventing the payment of creator fees.

As a continuing condition of receiving the rights under this Licence, you agree to the collection and payment of creator fee under Section 4.2(g) above. You agree that you will not use your Purchased NFTs and the Creation in any way that circumvents the payment of creator fees in the sale of your Purchased NFTs. You agree that you will not offer to sell or sell your Purchased NFTs on any website, app, intermediary, marketplace, platform, or exchange (collectively, “marketplace”) that does not collect or enforce such creator fees or that makes such creator fees optional or adopts a so-called “zero royalty” approach. You agree that offering to sell or selling any of your Purchased NFTs on a marketplace that does not collect or enforce creator fees or makes creator fees optional, or conducting a sale by any other manner (such as peer-to-peer transactions) that circumvents the payment of creator fees, is not authorized by the Licence and constitutes a breach of the Licence. Additionally, if you sell your Purchased NFTs on a marketplace that does not collect the creator fees, you agree to pay to us the amount of creator fees which would have been paid if you sold your Purchased NFT on a marketplace that collects or enforce creator fees on a mandatory basis.

Your obligation to pay creator fees in the sale of your Purchased NFTs shall expire when the copyright term to the Creation expires.

Associated Benefits

Subject to the License and these Buyer Terms, for any Creations that are made accessible on the Platform by you, you shall have the right to promote, market, display the Creations underlying your Purchased NFT through webpages of the Site as designated by TinyTap at its sole discretion from time to time at a fee that is equal to 10% of any revenue generated from the Platform after the commencement of such promotional activities by TinyTap. For the avoidance of doubt, the payment of the aforementioned fee is in addition to and independent from your obligation to pay the Creator’s Share and TinyTap’s Share (as defined below) hereunder.

Once an NFT is purchased, neither the Creator nor TinyTap shall have any obligation to take any actions to promote such NFTs and the related Creations. There is no guarantee that any activities carried out by you as permitted under the License will generate any revenues from your Purchased NFTs and relevant Creations. As a result, TinyTap cannot guarantee that any Purchased NFT will generate revenues.

Subject to your due compliance with any terms and conditions designated by us or TinyTap, you shall be entitled to receive up to eighty percent (80%) of any revenue generated by the Creations associated with your Purchased NFT from any user engagement on the Platform or any Other Platform (your “Share”). The remaining twenty (20%) of any such revenues shall be shared between the Creator and TinyTap in equal portions (respectively, “TinyTap’s Share” and “Creator’s Share”). For any Creations that are made accessible by Users on the Platform, any revenue generated therefrom will be tracked for the purpose of computing the respective share of revenue by you, TinyTap and Creator.

From time to time, TinyTap or the Company may run promotional campaigns where your Share, TinyTap’s Share and/or the Creator’s Share will vary from that set out in Section 4.3(c). Such promotional campaigns shall be conducted in accordance with the terms published at the relevant time. Neither TinyTap nor the Company is obligated to run any promotional campaigns and promotional campaigns may, in TinyTap or the Company’s sole discretion, be amended or terminated at any time.

Obligations

You undertake to:

for any Creations that are made accessible on Other Platforms, pay to TinyTap and Creator any TinyTap’s Share and Creator’s Share in such manner as determined and notified to you by TinyTap from time to time;

within one (1) month from the date of a written request from TinyTap or the Creator, furnish TinyTap and the Creator with a report that accurately and genuinely sets forth all information reasonably required for the computation of any amount of TinyTap’s Share and Creator’s Share paid or payable by you hereunder (a “Report of Revenue”) and any supporting documents; and

if at any time considered necessary by TinyTap, provide TinyTap with regular Reports of Revenue as well as any supporting documents for its review and verification.

Representations and warranties for the continued grant of rights under the License

The following representations and warranties are made by you for the continued grant of rights under the License:

You have lawfully acquired your Purchased NFT;

You have paid the creator fees when acquiring your Purchased NFT or, failing which, you will pay the creator fees in accordance with the terms of these Buyer Terms;

You have the authority to enter into this Agreement, in the event that you enter into this Agreement on behalf a third party;

You will not use the Creation in any manner that is defamatory, obscene, objectional, discriminatory, hateful or otherwise unlawful;

You will not use the Creation in any manner that is in contravention of any applicable law, this Agreement or any right of the Company, TinyTap or their Affiliates, suggests sponsorship of or by, or association with, any third party;

You will not use the Creation in any manner that is detrimental to the Company, TinyTap or their Affiliates;

You will not carry out any act to sell or otherwise dispose of your ownership of your Purchased NFT in a manner which circumvents the requirement to pay the creator fees; and

You are not, and will not, knowingly execute a transaction involving a Publisher NFT or the Creation with any person who is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any list of prohibited or restricted parties, whether on a list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

User Content

Without derogating from the aforesaid in the personal data and privacy section under the Privacy Policy, a copy of which is accessible at ) (the “Privacy Policy”) which constitute an integral part of these Buyer Terms, Buyer represents and warrants that Buyer has and will continue to have all required rights to transmit/upload/send/receive or otherwise use any content (whether data, text or any other content) transmitted/uploaded/sent/received/otherwise used by Buyer through any Channel (the “User Content”). It is clarified that we will not be under any circumstances responsible or liable for any User Content, or any loss or damage incurred in connection thereto.

Relationship with Creators

Neither Company nor TinyTap is a party to any relationship between Buyers and Creators or in the delivery of any Purchased NFTs. In the event that any dispute arises between a Buyer and a Creator, the relevant parties agree to address such dispute directly with each other. Buyers release the Company and TinyTap’s Affiliates, officers, directors, agents, investors, subsidiaries, and employees (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. In entering into the aforementioned release, Buyer expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which Buyer may know or suspect to exist in its favor at the time of agreeing to this release.

Termination, Transfer of Ownership and Non-Compliance with this Agreement

The License and any of your rights hereunder shall terminate automatically and be returned to Company or TinyTap or Creator as appropriate if:

you breach any of the terms of this Agreement including but not limited to any representations and warranties made by you hereunder and any Third Party Terms; or

you engage in any unlawful practice related to any NFT.

Without prejudice to the right of the Company to terminate the License under 7.1 above, in the event of a material breach of any term herein, an unlawful purchase of any NFT or failure to pay the creator fees by you, the Company or TinyTap may, in its sole discretion:

deny any payment to you of your Share or any other payment that you are entitled to receive from the use of the License and any Creation hereunder in the event that you failed to pay the creator fees or the License is terminated under this Agreement;

restrict you from enjoying or participating in any future benefit or gathering of the community for the Publisher NFTs (including, without limitation, airdrops and events conducted for the community), although, for the avoidance of doubt, neither does the Company nor TinyTap have any obligation to provide any future benefit or gathering to the community or you; and/or

require a marketplace to remove or disable access to the infringing uses of the Creation displayed on a marketplace, platform or other Internet service provider by way of a Digital Millennium Copyright Act notice or a takedown notice in accordance with applicable copyright or other laws.

Disclaimers and Assumption of Risks

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY AND TINYTAP MAKE NO WARRANTY THAT ANY OF THE NFTS: (A) WILL MEET BUYERS’ REQUIREMENTS; OR (B) WILL BE ACCURATE, RELIABLE, COMPLETE OR SAFE. THE COMPANY AND TINYTAP DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE NFTS. THE COMPANY AND TINYTAP DO NOT REPRESENT OR WARRANT THAT THE NFTS ARE COMPLETE OR ERROR-FREE. THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED IN THE NFTS. THE COMPANY AND TINYTAP CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT BUYERS DISCLOSE ONLINE. BUYER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE COMPANY OR TINYTAP RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO TINYTAP OR THE COMPANY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

THE COMPANY OR TINYTAP WILL NOT BE RESPONSIBLE OR LIABLE TO BUYERS FOR ANY USE OF THE NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) BUYERS’ ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR THE NFTS.

NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE NETWORK. THE COMPANY OR TINYTAP DOES NOT GUARANTEE THAT THE COMPANY, TINYTAP OR ANY OF THEIR AFFILIATES CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN THE NFTS.

To the maximum extent permitted by any applicable law, the Company and TinyTap will not be liable to Buyers for any loss or damage, whether in contract, tort, negligence, breach of statutory duty, or otherwise and howsoever arising, even if foreseeable, arising under or in connection with the use of, or inability to use, any third party services, the NFT and associated Creations, including but not limited to any losses, damages or claims arising from: (i) server failure or data loss; (ii) corrupted account files; (iii) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of attack against the app, network, or the electronic account or (iv) security weaknesses, fraud, counterfeiting, and other technological difficulties.

The Company and TinyTap make no claims or guarantees that any Purchased NFT is or will be worth anything. Buyers understand that a Purchased NFT has no inherent monetary value, and any such Purchased NFT should be treated as nothing more than a fun collectible. Additionally, there should be no expectation that a Purchased NFT or any associated Creations will create any ancillary value, generate any revenue whether monetary or otherwise.

The Company and TinyTap are not responsible for losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contracts), blockchains, any other features of the NFTs or functions of any third-party platform used in the Sale. The Company and TinyTap are not responsible for losses due to late report by third-party developers or representatives (or no report at all) of any issues with the blockchain supporting the NFTs including forks, technical node issues or any other issues having fund losses as a result.

Any roadmap or sale plan on the Channels that detail the objectives that we or TinyTap hope to achieve in respect of expanding the TinyTap universe or the collection of the NFTs is provided for reference only and subject to any changes that the Company or TinyTap deems necessary in its sole discretion. While the goal of us or TinyTap is to fulfil such roadmap or sale plan, the Company or TinyTap does not make any guarantee as to the success or any further development of the TinyTap universe or the NFTs. By conducting a Transaction hereunder, Buyer agrees and represents that it is not relying on any future such roadmap, sale plan or any similar future commitment by us or TinyTap.

From time to time, the Channels may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply any recommendation, approval, affiliation, or sponsorship by the Company or TinyTap of that respective property, product, service, or process. Buyers acknowledge and agree that the Company and TinyTap are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Channels, including without limitation content, property, goods or services available on the linked sites or services.

Nothing in this agreement shall exclude or limit the liability of any party for fraud, willful misconduct or negligence or any other activity that cannot be limited or excluded by legitimate means.

Hereinafter is a non-exhausting list and description of risks associated with the Sales, Channels and NFTs, either specific or general to the field of non-fungible tokens/blockchain/cryptocurrency, which Buyers need to be aware of and acknowledge:

New Technology, Law - The use of blockchain technology may utilize relatively new and/or experimental technologies, including tokens, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks. Being novel, there is uncertainty regarding the operation, effects and risks thereof and the application of law and regulations thereto. The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Channels, any Creations created thereon and the utility of Publisher NFTs, which could impede or limit your ability to continue the use and enjoyment of the Publisher NFTs or the Channels.

Security – Neither the Company nor TinyTap is a crypto wallet provider, exchange, broker, financial institution, or creditor. The Company and TinyTap do not have custody or control over any Purchased NFTs you bought which were transferred to the wallet of the Buyer. To exercise certain rights under these Buyer Terms, Buyers may be required to use a third-party digital wallet which allows Buyers to engage in the Transactions on blockchains, and any responsibility with regard to the wallet vests with Buyers.

Buyers should maintain the confidentiality of Buyer’s login information to such third-party digital wallet (including usernames and passwords to the extent provided or any other private key associated with the blockchain address used by Buyer). Do not share any account or login information, nor let anyone else access it or do anything else that might jeopardize the security of valuables. In the event a Buyer becomes aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of Buyer’s login information or unauthorized access, you must immediately notify us and modify Buyer’s login information. Buyer shall be responsible for all uses in your digital wallet and actions taken through it.

You may be exposed to a risk of loss of your assets in the event of, inter alia, hacking, theft, attacks, negligent coding etc. The Company and TinyTap assume no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Buyer Terms or required by applicable law. Though we maintain operational and technological measures and procedures to safeguard the Site and Platform against unauthorized access, loss, destruction, theft, use or disclosure, it is clarified that no assurance against cyber-attacks and vulnerabilities is provided.

Third-party platforms – Any deliveries and payment by the Company or TinyTap under these Buyer Terms may rely on platforms maintained and operated by third-party service providers to perform the Transactions. If the Company or TinyTap is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if the Company or TinyTap violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of such deliveries will suffer.

User-generated content – There are risks associated with purchasing user-generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. The Company and TinyTap reserve the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Your Purchased NFTs may become inaccessible and under no circumstances shall the inability to view your Purchased NFTs serve as grounds for a claim against the Company or TinyTap.

Value – The value, including the fiat-denominated price in secondary markets (to the extent available) of the Publisher NFTs are subject to fluctuations and are highly volatile. The market value of any Purchased NFT may decline below the price for which you acquired it.

Tax – As the laws governing digital assets are still evolving, the tax treatment of digital assets in various jurisdictions is subject to change. As there is considerable uncertainty over the taxation of digital assets, Company and TinyTap cannot guarantee that digital assets like the Publisher NFTs will not be subject to further taxation in the future, including but not limited to additional taxes and increased tax rate. These events could reduce the economic return and increase the holding costs of digital assets, which could materially and adversely affect the Publisher NFTs.

Availability – Buyers agree that from time to time the Site or Platform may be inaccessible or inoperable or operate improperly for any reason, including, without limitation malfunctions; periodic maintenance and upgrade procedures; or causes beyond our control such as telecommunications or internet failures or delays.

In addition to the risks listed above, risks and uncertainties not presently known, or which are not summarized above, may also have an adverse effect on Buyer’s ownership of and rights to any Publisher NFTs and the associated Creations.

Limitation of Liability

Under no circumstances shall Company, TinyTap or any of the above disclaiming parties be liable to Buyers or any other person for any indirect, incidental, consequential, exemplary, special or punitive damages (including, but not limited to, lost revenue, lost profits, replacement goods, cost of replacement goods, loss of technology, rights or services, loss of information, or interruption or loss of use of service or equipment) for any matter arising from or relating to these Buyer Terms or the Channels; all whether such liability is asserted on the basis of contract, strict liability, tort or otherwise, and even if we were advised of the possibility of such damages.

To the maximum extent permitted by applicable law, in no event shall our liability and our disclaiming parties’ liability altogether, for damages under these Buyer Terms exceed US$ 10,000.

Indemnification

Buyers shall indemnify, defend, and hold harmless Company, TinyTap and their Affiliates, their respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (the “Indemnified Parties”) from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the “Claims”), arising out of or in connection with:

any negligent acts, omissions, or willful misconduct by a Buyer;

any dispute between a Buyer and a Creator;

Buyer’s violation of these Buyer Terms and any representations or warranties thereunder;

Buyer’s violation or infringement of any rights of any third party, including but not limited to intellectual property rights; and/or

Buyer’s violation or infringement of any laws or regulations.

Buyer agrees to promptly notify us of any Claims and cooperate with us in defending such Claims. Buyer further agrees that the Indemnified 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 claims or indemnities that we may have against a Buyer.

Payments

Your purchase of the Publisher NFTs (and the attributed rights and benefits derived therefrom) is subject to the timely payment of all applicable consideration you should have paid for such Publisher NFTs as required in the Sale.

You are exclusively responsible for and shall pay all (federal, state or local) taxes, duties or levies of any kind relating to the transactions you made in the Sale. You are solely responsible for determining what, if any, taxes apply to your transactions involving the Publisher NFTs.

If you elect to acquire an NFT via the Sale, any financial transactions that you engage in will be conducted through the Network via your digital wallet. We will have no insight into or control over these payments or financial transactions, nor do we have the ability to reverse any such transactions. As such, we shall have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in the Sale, or using our smart contracts, or any other transactions that you conduct via the Network or your digital wallet.

The Network requires the payment of a gas fee for every transaction that takes place on the Network. You are solely responsible to pay such gas fee or any other applicable transaction fees, payment transfer fees, royalty fees (if any) for each transaction (collectively, the “Transaction Fees”). We are not responsible for any Transaction Fees and will not reimburse Users for any Transaction Fees incurred, regardless of whether an NFT is issued at a purchase price.

Buyers are solely responsible for any Internet connection and telecommunication fees and charges incurred when accessing their digital wallets, the Sale and Channels or the relevant smart contracts.

Amendment and Waiver

We may make, from time to time, modifications, additions and/or upgrades to the Channels, and these Buyer Terms shall apply to any such modifications, additions and/or upgrades that we may make available to you under the Buyer Terms herein. You agree that we may also, at any time, shut down the Channels or any part thereof, for any reason, provided that if we discontinue it after payment has been made for Publisher NFTs while the Publisher NFTs were not transferred to you yet at such time, we shall return such payment to you.

Company reserves the right to clarify or amend this Agreement by publicly publishing an updated version, including, without limitation, through any of the Channels or any successor website. By continuing to participate in the Sale, acquire any Publisher NFTs or interact with the relevant smart contracts after those revisions become effective, you agree to be bound by the revised terms. It is your responsibility to review these Buyer Terms regularly for any changes.

No waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.

Notices

Notices to you may be given by us via any Channel and/or email sent to any email address provided to us by you (if any). You agree that all agreements, notices, disclosures and any other communications that we provide in accordance with these Buyer Terms satisfy any legal requirement that such communications be in writing. We shall not be liable for any failure to receive such notices from us due to the provision of a wrong email address and neither shall we be obligated to release you of your obligations under these Buyer Terms due to such failure to receive our notices.

All notices, requests, consents, claims, demands, waivers and other communications to the Company hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day if sent by a nationally recognized overnight courier (receipt requested); (c) when sent by e-mail of a PDF document (with confirmation of transmission and receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the following email addresses:

Report of violation of these Buyer Terms: web3@tinytap.com

All other notices and communication: support@tinytap.com

Force Majeure

We shall not be liable for any failure or delay in performing any obligations herein due to causes beyond its reasonable control including, but not limited to, natural or artificial disaster, riot, war, strike, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing us from performance and barring remedies for non-performance. In an event of force majeure condition, our time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting us to any liability or penalty. We may, at our option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to you.

No Rights to Third Parties

You agree that there are no third-party beneficiaries of yours to these Buyer Terms. Subject to applicable law, no person or entity who is not a party to these Buyer Terms shall have the right to enforce any provision of these Buyer Terms.

Right to Assign

We shall have the unrestricted right to assign these Buyer Terms in whole or in part and to assign, subcontract, license and sublicense any or all of our rights and obligations hereunder without the prior written consent from you.

You shall have the right to assign your rights under this Agreement in whole without the prior written consent of the Company to a third party upon any Secondary Sale of any Purchased NFTs provided that such Secondary Sale must be conducted through a marketplace or other platform that cryptographically verifies ownership of a Purchased NFT and such Secondary Sale is compliant with these Buyer Terms, any terms of such marketplace or platform as well as any applicable laws.

Headings

Headings and titles in these Buyer Terms are for ease of reading only but shall not be used in its interpretation.

Jurisdiction

These Buyer Terms shall be construed, interpreted and governed by the laws of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Jurisdiction. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.

Entire Agreement

These Buyer Terms, including and together with any related attachments, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Last updated: 17 November 2023