Terms of Use

CryptoGrids Terms of Use

CryptoGrids® is a distributed application that runs on the Ethereum network, using specially-developedsmart contracts (each, a “Smart Contract”) to enable users to own, transfer, and show ads with uniquedigital grids, which can then be visualized on a website that the user can interact with (the “Site”). TheSmart Contracts and the Site are collectively referred to in these Terms as the “App”. Using the App, userscan view their grids and use the Smart Contracts to buy, trade, and show ads with grids.

CryptoGrids.org ("CryptoGrids", "we", or "us") is making the App available to you. Before you use the App,the Smart Contracts, or the Site, however, you will need to agree to these Terms of Use and any terms andconditions incorporated herein by reference (collectively, these "Terms"). PLEASE READ THESE TERMS CAREFULLYBEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE. THESE TERMS GOVERN YOUR USE OF THE APP, THE SMARTCONTRACTS, AND THE SITE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WEARE ONLY WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OFTHESE TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT”BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TOBE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGALENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, INWHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OFTHESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP, THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IFYOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.

1. THE APP

A. To most easily use the App, you may first install a web browser (such as the Firefox web browser)and an electronic wallet compatible with the Non-Fungible Token (NFT) standard on the Ethereum network, suchas the MetaMask electronic wallet. MetaMask and other electronic wallets allow you to purchase (eitherdirectly via Coinbase if you are in the United States, or via other third party sites), store, and engage intransactions using Ethereum cryptocurrency. You will not be able to engage in any transactions on the Appother than through MetaMask, or other Ethereum-compatible browsers.

B. Transactions that take place on the App are managed and confirmed via the Ethereum blockchain. Youunderstand that your Ethereum public address will be made publicly visible whenever you engage in atransaction on the App.

C. We neither own nor control MetaMask, Coinbase, Firefox, the Ethereum network, or any other thirdparty site, product, or service that you might access, visit, or use for the purpose of enabling you to usethe various features of the App. We will not be liable for the acts or omissions of any such third parties,nor will we be liable for any damage that you may suffer as a result of your transactions or any otherinteraction with any such third parties.

D. You must provide accurate and complete registration information when you create an account for the App. Bycreating an account, you agree to provide accurate, current and complete account information about yourself,and to maintain and promptly update as necessary your account information. You are responsible for thesecurity of your account and your MetaMask wallet (and other Ethereum wallets and accounts). If you becomeaware of any unauthorized use of your password or of your account with us, you agree to notify usimmediately at [email protected].

2. THE CryptoGrids

We have utilized Smart Contracts to develop our initial generation of CryptoGrids (“Gen-Zero grids”). Wewill release a certain number of Gen-Zero grids “into the wild” (and make them available for purchase) onthe day we first launch the App. Our Smart Contracts enforce a hard limit of 10,000 grids.

3. OWNERSHIP; LICENSE; RESTRICTIONS

A. Definitions. For the purposes of this Section 3, the following capitalized terms will have the followingmeanings:

“Art” means any art, design, and drawings that may be associated with a CryptoGrids that you Own.

“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art,(ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlyingArt.

“Own” means, with respect to a CryptoGrids, a CryptoGrids that you have purchased or otherwise rightfullyacquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Purchased Grid” means a Grid that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications anddisclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rightsrecognized in any country or jurisdiction in the world.

B. Ownership

i. You Own the NFT. Each CryptoGrids is a non-fungible token (an “NFT”) on the Ethereum blockchain. When youpurchase a CryptoGrids, you own the underlying NFT completely. This means that you have the right to tradeyour NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Smart Contract and theEthereum Network: at no point will we seize, freeze, or otherwise modify the ownership of any CryptoGrids.

ii. CryptoGrids Owns the App. You acknowledge and agree that CryptoGrids (or, as applicable, our licensors)owns alllegal right, title and interest in and to all other elements of the App, and all intellectual propertyrights therein (including, without limitation, all Art, designs, systems, methods, information, computercode, software, services, “look and feel”, organization, compilation of the content, code, data, and allother elements of the App (collectively, the “CryptoGrids Materials”)). You acknowledge that the CryptoGridsMaterialsare protected by copyright, trade dress, patent, and trademark laws, international conventions, otherrelevant intellectual property and proprietary rights, and applicable laws. All CryptoGrids Materials arethecopyrighted property of CryptoGrids or its licensors, and all trademarks, service marks, and trade namesassociated with the App or otherwise contained in the CryptoGrids Materials are proprietary to CryptoGridsor itslicensors. Except as expressly set forth herein, your use of the App does not grant you ownership of or anyother rights with respect to any content, code, data, or other CryptoGrids Materials that you may access onorthrough the App. We reserve all rights in and to the CryptoGrids Materials that are not expressly granted toyouin these Terms. For the sake of clarity, you understand and agree: (a) that your purchase of a CryptoGrids,whether via the App or otherwise, does not give you any rights or licenses in or to the CryptoGridsMaterials(including, without limitation, our copyright in and to the associated Art) other than those expresslycontained in these 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 CryptoGrids Materials (including,without limitation, any Art) without our prior written consent in each case, which consent we may withholdin our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use orattempt to use any CryptoGrids trademarks or service marks, or any confusingly similar marks, anywhere intheworld without our prior written consent in each case, which consent we may withhold at our sole and absolutediscretion.

C. License to Art

i. General Use. Subject to your continued compliance with these Terms, CryptoGrids grants you a worldwide,non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your PurchasedCryptoGrids, along with any Extensions that you choose to create or use, solely for the following purposes:(i)for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and saleof your Purchased Grid, provided that the marketplace cryptographically verifies each Grid owner’s rightsto display the Art for their Purchased Grid to ensure that only the actual owner can display the Art; or(iii) as part of a third party website or application that permits the inclusion, involvement, orparticipation of your Purchased Grid, provided that the website/application cryptographically verifies eachGrid owner’s rights to display the Art for their Purchased Grid to ensure that only the actual owner candisplay the Art, and provided that the Art is no longer visible once the owner of the Purchased Grid leavesthe website/application.

ii. Commercial Use. Subject to your continued compliance with these Terms, CryptoGrids grants you a limited,worldwide, non-exclusive, non-transferable license to use, copy, and display the Art for your PurchasedGrid for the purpose of commercializing your own merchandise that includes, contains, or consists of theArt for your Purchased Grid (“Commercial Use”), provided that such Commercial Use does not result in youearning more than One Hundred Thousand Dollars ($100,000) in gross revenue each year. For the sake ofclarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplacethat permits the use and sale of CryptoGrids generally, provided that the marketplace cryptographicallyverifies each Grid owner’s rights to display the Art for their Purchased Grid to ensure that only theactual owner can display the Art; (ii) owning or operating a third party website or application that permitsthe inclusion, involvement, or participation of CryptoGrids generally, provided that the third partywebsite or application cryptographically verifies each Grid owner’s rights to display the Art for theirPurchased Grid to ensure that only the actual owner can display the Art, and provided that the Art is nolonger visible once the owner of the Purchased Grid leaves the website/application; or (iii) earningrevenue from any of the foregoing, even where such revenue is in excess of $100,000 per year.

D. Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of theforegoing without CryptoGrids’s express prior written consent in each case: (i) modify the Art for yourPurchasedGrid in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes(your use of Extensions will not constitute a prohibited modification hereunder); (ii) use the Art for yourPurchased Grid to advertise, market, or sell any third party product or service; (iii) use the Art for yourPurchased Grid in connection with images, videos, or other forms of media that depict hatred, intolerance,violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwiseinfringe upon the rights of others; (iv) use the Art for your Purchased Grid in movies, videos, or anyother forms of media, except to the limited extent that such use is expressly permitted in these Terms orsolely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including,without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercializemerchandise that includes, contains, or consists of the Art for your Purchased Grid, except as expresslypermitted in these Terms; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectualproperty rights in or to the Art for your Purchased Grid; or (vii) otherwise utilize the Art for yourPurchased Grid for your or any third party’s commercial benefit. To the extent that Art associated withyour Purchased Grid contains Third Party IP (e.g., licensed intellectual property from a celebrity,athlete, or other public figure), you understand and agree as follows: (w) that you will not have the rightto use such Third Party IP in any way except as incorporated in the Art, and subject to the license andrestrictions contained herein; (x) that the Commercial Use license in Section 3.C(ii) above will not apply;(y) that, depending on the nature of the license granted from the owner of the Third Party IP, CryptoGridsmayneed to pass through additional restrictions on your ability to use the Art; and (z) to the extent thatCryptoGrids informs you of such additional restrictions in writing (email is permissible), you will beresponsible for complying with all such restrictions from the date that you receive the notice, and thatfailure to do so will be deemed a breach of this license. The restrictions in this Section will survive theexpiration or termination of these Terms.

E. Other Terms of License. The license granted in Section 3.C above applies only to the extent that youcontinue to Own the applicable Purchased Grid. If at any time you sell, trade, donate, give away, transfer,or otherwise dispose of your Purchased Grid for any reason, the license granted in Section 3.C willimmediately expire with respect to that Grid without the requirement of notice, and you will have nofurther rights in or to the Art for that Grid. If you exceed the $100,000 limitation on annual grossrevenue set forth in Section 3.C(ii) above, you will be in breach of these Terms, and must send an email toCryptoGrids at [email protected] within forty-five (45) days, with the phrase “CryptoGrids License-Commercial Use” in the subject line, requesting a discussion with CryptoGrids regarding entering into abroaderlicense agreement or obtaining an exemption (which may be granted or withheld in CryptoGrids’s sole andabsolutediscretion). If you exceed the scope of the license grant in Section 3.C(ii) without entering into a broaderlicense agreement with or obtaining an exemption from CryptoGrids, you acknowledge and agree that: (i) youare inbreach of these Terms; (ii) in addition to any remedies that may be available to CryptoGrids at law or inequity,CryptoGrids may immediately terminate the license that was granted to you in Section 3.C, without therequirementof notice; and (iii) you will be responsible to reimburse CryptoGrids for any costs and expenses incurred byCryptoGrids during the course of enforcing these Terms against you.

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

G. Your Obligations. You agree that you are responsible for your own conduct while accessing or using theApp, and for any consequences thereof. You agree to use the App only for purposes that are legal, proper andin accordance with these Terms and any applicable laws or regulations. By way of example, and not as alimitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminateany unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii)distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of adestructive or deceptive nature; (iii) impersonate another person (via the use of an email address orotherwise); (iv) upload, post, transmit or otherwise make available through the App any content thatinfringes the intellectual proprietary rights of any party; (v) use the App to violate the legal rights(such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity(including, without limitation, money laundering); (vii) interfere with other users' enjoyment of the App;(viii) exploit the App for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverseengineer any portion of the App; (x) remove any copyright, trademark or other proprietary rights noticescontained in or on the App or any part of it; (xi) reformat or frame any portion of the App; (xii) displayany content on the App 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 otherapplicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application,or other device to retrieve or index any portion of the App or the content posted on the App, or to collectinformation about its users for any unauthorized purpose; (xiv) create user accounts by automated means orunder false or fraudulent pretenses; or (xv) access or use the App for the purpose of creating a product orservice that is competitive with any of our products or services. If you engage in any of the activitiesprohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and withoutlimiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your useraccount and/or delete your CryptoGrids’ images and descriptions from the App and the Site. If we deleteyour CryptoGrids’ images and descriptions from the App and/or the Site, such deletion will not affect yourownership rights in any NFTs that you already Own.

4. FEES AND PAYMENT

A. If you elect to purchase, trade, or breed CryptoGrids on the App, or with or from other users via theApp, any financial transactions that you engage in will be conducted solely through the Ethereum network. Wewill have no insight into or control over these payments or transactions, nor do we have the ability toreverse any transactions. With that in mind, we will have no liability to you or to any third party for anyclaims or damages that may arise as a result of any transactions that you engage in via the App, or usingthe Smart Contracts, or any other transactions that you conduct via the Ethereum network.

B. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on theEthereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network.This means that you will need to pay a Gas Fee for each transaction that occurs via the App.

C. In addition to the Gas Fee, each time you utilize the CryptoGrids marketplace Smart Contract to conducta transaction with another user via the App, you authorize us to collect a commission of 2% of the totalvalue of that transaction (each, a “Commission”). You acknowledge and agree that the Commission will betransferred directly to us through the Ethereum network as part of your payment. We will not collect aCommission for interactions that do not involve our marketplace.

D. As between us, 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 anygovernmental authority (collectively, “Taxes”) associated with your use of the App (including, withoutlimitation, any Taxes that may become payable as the result of your ownership, transfer, or breeding of anyof your CryptoGrids). Except for income taxes levied on CryptoGrids, you: (i) will pay or reimburse us forallnational, federal, state, local or other taxes and assessments of any jurisdiction, including value addedtaxes and taxes as required by international tax treaties, customs or other import or export taxes, andamounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as arenow or hereafter may be imposed under the authority of any national, state, local or any other taxingjurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessmentsfrom payments made to us pursuant to these Terms. You confirm that you are not a resident in Canada nor areyou registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST)in Canada, and will inform CryptoGrids if your status changes in the future.

5. TERMINATION

You may terminate these Terms at any time by canceling your account on the App and discontinuing your accessto and use of the App. You will not receive any refunds if you cancel your account, or otherwise terminatethese Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Termsand suspend and/or terminate your account(s) for the App. You agree that any suspension or termination ofyour access to the App may be without prior notice, and that we will not be liable to you or to any thirdparty for any such suspension or termination. If we terminate these Terms or suspend or terminate youraccess to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, orillegal activity, then termination of these Terms will be in addition to any other remedies we may have atlaw or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longerhave access to information that you have posted on the App or that is related to your account, and youacknowledge that we will have no obligation to maintain any such information in our databases or to forwardany such information to you or to any third party. Sections 1.C and 3 through 16 will survive thetermination or expiration of these Terms for any reason.

6. DISCLAIMERS

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THATTHE APP IS 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, AFFILIATES, ANDLICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANYPART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES),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, OURSUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USEOF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY,SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANYCONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFULCOMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONSDO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVEEXCLUSIONS MAY NOT APPLY TO YOU.

B. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, ANDAGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSSNEGLIGENCE.

C. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THEETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES ORCLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OROTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZEDACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING,BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR THE METAMASK ELECTRONIC WALLET.

D. CryptoGrids ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINEDIN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THEETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMARTCONTRACTS.

E. CryptoGrids IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORKORTHE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES(OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS,TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

7. LIMITATION OF LIABILITY

A. YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU ORTO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAYINCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OFPROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA,COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TOTHESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHERIN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTSYOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B)$100.

C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS INRELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT AREASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAINBETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.

D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANDSOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMERPRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

8. ASSUMPTION OF RISK

You accept and acknowledge each of the following:

A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assetscould materially and adversely affect the value of your CryptoGrids, which may also be subject tosignificant price volatility. We cannot guarantee that any purchasers of CryptoGrids will not lose money.

B. You are solely responsible for determining what, if any, taxes apply to your CryptoGrids-relatedtransactions. CryptoGrids is not responsible for determining the taxes that apply to your transactions ontheApp, the Site, or the Smart Contracts.

C. The App does not store, send, or receive CryptoGrids. This is because CryptoGrids exist only by virtueof the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transferof CryptoGrids occurs within the supporting blockchain in the Ethereum network, and not on the App.

D. There are risks associated with using an Internet-based currency, including, but not limited to, the riskof hardware, software and Internet connections, the risk of malicious software introduction, and the riskthat third parties may obtain unauthorized access to information stored within your wallet. You accept andacknowledge that CryptoGrids will not be responsible for any communication failures, disruptions, errors,distortions or delays you may experience when using the Ethereum network, however caused.

E. A lack of use or public interest in the creation and development of distributed ecosystems couldnegatively impact the development of the CryptoGrids ecosystem, and therefore the potential utility orvalue of CryptoGrids.

F. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, andnew regulations or policies may materially adversely affect the development of the CryptoGrids ecosystem,and therefore the potential utility or value of CryptoGrids.

G. Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in howtransactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchainsusing the ERC-20 standard, including the CryptoGrids ecosystem.

9. INDEMNIFICATION

You agree to hold harmless and indemnify CryptoGrids and its subsidiaries, affiliates, officers, agents,employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage(actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' feesarising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the App, or(iii) your violation of applicable laws, rules or regulations in connection with your access to or use ofthe App. You agree that CryptoGrids will have control of the defense or settlement of any such claims.

10. EXTERNAL SITES

The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which areprovided solely as a convenience to our users. We have no control over any External Sites. You acknowledgeand agree that we are not responsible for the availability of any External Sites, and that we do not endorseany advertising, products or other materials on or made available from any External Sites. Furthermore, youacknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of theavailability or unavailability of the External Sites, or as a result of any reliance placed by you upon thecompleteness, accuracy or existence of any advertising, products or other materials on, or made availablefrom, any External Sites.

11. CHANGES TO THE TERMS

We may make changes to the Terms from time to time. When we make changes, we will make the updated Termsavailable on the App and update the “Last Updated” date at the beginning of these Terms accordingly. Pleasecheck these Terms periodically for changes. Any changes to the Terms will apply on the date that they aremade, and your continued access to or use of the App after the Terms have been updated will constitute yourbinding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use theApp.

12. CHANGES TO THE APP

We are constantly innovating the App to help provide the best possible experience. You acknowledge and agreethat the form and nature of the App, and any part of it, may change from time to time without prior noticeto you, and that we may add new features and change any part of the App at any time without notice.

13. CHILDREN

You affirm that you are over the age of 13, as the App is not intended for children under 13. IF YOU ARE 13OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS ANOLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THATBOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT ORGUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMSFOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OFTHE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

14 Privacy Policy

Our Privacy Policy describes the ways we collect,use,storeand disclose your personal information, and is hereby incorporated by this reference into these Terms. Youagree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

15 Dispute Resolution; Arbitration

Please read this Section 15 carefully. It requires you to arbitrate disputes with CryptoGrids, and limits themanner in which you can seek relief from us.

All disputes arising out of or in connection with these Terms, including without limitation your access oruse of the App, the Site, or the Smart Contracts, or to any products sold or distributed through the App,the Site, or the Smart Contracts, will be referred to and finally resolved by arbitration under the rules ofthe British Columbia International Commercial Arbitration Centre. The appointing authority will be theBritish Columbia International Commercial Arbitration Centre. The case will be adjudicated by a singlearbitrator and will be administered by the British Columbia International Commercial Arbitration Centre inaccordance with its applicable rules. Each party will cover its own fees and costs associated with thearbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costsreasonably associated with the arbitration proceedings, CryptoGrids will pay them for you. The place ofarbitration will be Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted bytelephone, based on written submissions. The language of the arbitration will be English. The award of thearbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may beentered in any court of competent jurisdiction. Notwithstanding the foregoing, CryptoGrids may seek andobtaininjunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Termsare specifically enforceable by CryptoGrids through injunctive relief and other equitable remedies withoutproofof monetary damages.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTESRELATED TO THE APP, THE SITE, THE SMART CONTRACTS, OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE APP, THESITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II)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.

16. General

These Terms constitute the entire legal agreement between you and CryptoGrids, govern your access to and useofthe App, and completely replace any prior or contemporaneous agreements between the parties related to youraccess to or use of the App, whether oral or written. There are no third party beneficiaries to these Terms.The parties are independent contractors, and nothing in these Terms create any agency, partnership, or jointventure. The language in these Terms will be interpreted as to its fair meaning, and not strictly for oragainst any party. You may not assign any or your rights or obligations under these Terms, whether byoperation of law or otherwise, without our prior written consent. We may assign our rights and obligationsunder these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale ormerger. Should any part of these Terms be held invalid or unenforceable, that portion shall be construedconsistent with applicable law and the remaining portions will remain in full force and effect. Our failureto enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right toenforce such provision. These Terms will be governed by and construed in accordance with the laws of theprovince of British Columbia, Canada and the federal laws of Canada applicable therein, excluding itsconflicts of law rules and principles. Subject to Section 15, any legal action or proceeding arising underthese Terms will be brought exclusively in the federal or provincial courts located in Vancouver, BritishColumbia, and the parties irrevocably consent to the personal jurisdiction and venue there. We will not beliable for any failure or delayed performance of our obligations that result from any condition beyond ourreasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire,flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of thirdparties. You agree that we may provide you with notices (including, without limitation those regardingchanges to these Terms) by email, regular mail, or postings on the App. By providing us with your emailaddress, you consent to our using the email address to send you any notices required by law in lieu ofcommunication by postal mail.

The End

2019