Agreement between Customers and Tokenly, Inc.

The Tokenly Markets ecommerce website (https://TokenMarkets.com/) (the "Platform") is comprised of software developed and operated by Tokenly, Inc. ("Company") to allow for store owners (a “Store Owner”) to offer and sell products and services (the “Services”) to Store Owners’ customers (“you” or “Customer”). Company grants you a limited, nonexclusive and nontransferable license to use the Platform and Services, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms" or "Agreement"). Your use of the Platform and Services constitutes your agreement to all such Terms. Please read these Terms carefully.

Privacy

As a Customer, you may either complete a transaction as a guest on the Platform or you may register for a Customer account by providing your full name, email address, username, password, preferred payment information, shipping address, and billing address. Whether you are using guest checkout for a single transaction or have created a Customer account for ongoing use, your use of the Platform and Services is subject to Company's Privacy Policy. Please review the Company’s policy, which also governs the Platform and Services and informs users of data collection practices.

Your Account

If you use the Platform and Services with a Customer account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, tablet or mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Company is not responsible for third party access to your account that results from theft or misappropriation of your account. Company and its affiliates reserve the right to, at any time, with or without notice: (i) refuse or cancel Services; (ii) limit, suspend or terminate any Customer’s account; and (iii) remove or edit any content in the Company’s sole discretion. Company reserves the right to disallow a username that it believes impersonates someone else, is or may be illegal, protected by trademark or other proprietary rights law, is vulgar or offensive, or for any other reason. You will not create more than one (1) account for yourself and if your account has been disabled by the Company, you may not create another account without the prior written consent of the Company.

As a Customer you may browse, search, and view all of the publicly listed products and services for sale by Store Owners on the Platform without registering for an account, and a purchase transaction may be completed by using the guest checkout process without registering for a Customer account.

You must be at least 18 years old to use the Platform and Services. If you are under the age of 18, you must have the permission of a parent or legal guardian to use the Platform and Services. You should not use the Platform or the Services, make any purchases using the Platform or register for an account unless you comply with this requirement. Company reserves the right to terminate your access without notice if Company believes that you have not so complied.

Company does not knowingly collect information online from children under 13. If you are a parent or guardian and you learn that your children have created an account or otherwise provided Company with personal information, please contact us. If Company becomes aware that Company has collected personal information from a child under age 13 without verification of parental consent, Company will take steps to remove that information from Company servers.

Links to Third Party Services

The Platform may contain links to other websites ("Linked Sites"), including links posted by Store Owners. The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation, any link contained on a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company or any association with its operators.

Links to a Store Owner’s Site

The Platform and Services are provided to Customers who wish to buy products and services from Store Owners directly on the Platform or through the use of an iFrame window or a Pay with Token Markets widget on the Store Owner’s website (the “Store Owner’s Site”). The Store Owner’s Site is not under the control of Company and Company is not responsible for the contents of the Store Owner’s Site or for the products and services listed by Store Owners for sale using the Company’s Platform and Services. It is your responsibility to review the terms of use on each Store Owner’s Site to confirm that you understand and agree with their policies. The Company recommends that you contact a Store Owner directly if you have questions about the Store Owner’s policies, products and services. Company’s provision of the Platform and Services to you does not imply endorsement by Company or any association with Store Owners or its operators.

Catalog listings

A Store Owner’s catalog lists the products and services for sale by the Store Owner or request for donations (the “Catalog”). Store Owners can list physical products, downloadable content, including tokens, or services for sale. For physical products and services, the Store Owner is solely responsible for delivering the purchased products or services to you. For tokens, the Store Owner may choose between eitherVending Machine Mode or Vault Mode delivery options, as discussed in this Agreement.

Catalog listings will identify whether the product or service is being offered from the Store Owner. As a Customer, you may be restricted from viewing or purchasing products or services from Store Owners who have restricted access to their Catalog listings (see the Token Controlled Access section of this Agreement).

A Store Owner may also request additional information from you. The Company will periodically monitor the questions and information being asked of Customers by Store Owners and the Company may remove any question, with or without notice, in its sole discretion. If you have an issue with a Store Owner’s question, please contact us.

If a Store Owner’s subscription for use of the Platform has expired, the Store Owner’s active Catalog listings at the time of expiration will remain visible to you on the Platform, but sales transactions will not be accepted until the Store Owner re-activates the Store Owner’s subscription.

Vending Machine and Vault Modes

When a Store Owner wishes to sell tokens on the Platform, the Store Owner must choose between Vending Machine and Vault Modes for delivery. The chosen option is presented on the Catalog listing for you to see. The chosen option may affect whether you choose to complete a purchase of a particular product or service.

Vending Machine Mode allows the Store Owner to provide the Company full access and control to the token inventory. All purchases in Vending Machine Mode are fulfilled by the Company on behalf of the Store Owner. While this option may be desirable for the Store Owner because of its convenience, by choosing Vending Machine Mode, any malicious cyber attacks against the Company, interruptions in telecommunications, utility, Internet services or network provider services, disruption or malfunction of the Bitcoin network or other cryptocurrency network, acts or omissions of a third party, infiltration or disruption of the Service or Platform by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay Services on the Platform, could impair the Company’s ability to complete your purchase transactions. Company uses industry standard security protocols for storing tokens delivered using Vending Machine Mode. You agree that Company is not liable for theft of tokens stored using Vending Machine Mode, except to the extent that the theft resulted from the Company’s gross negligence or willful misconduct.

With Vault Mode, a Store Owner deposits the Store Owner’s token inventory into a multi-signature key. The Company will control a key and the Store Owner will control the other key. The Company will not be able to complete any transactions without the Store Owner’s involvement, understanding that you will still be able to utilize the functionality of any purchase tokens in an off-chain capacity without the Store Owner’s signature being required. For any on chain deliveries that require the Store Owner’s signature, the Company shall hold your payment in escrow for forty-eight (48) hours until the Store Owner provides Store Owner’s signature to deliver the token on chain. Any tokens that are not delivered with the Store Owner’s signature at the end of the forty-eight (48) hour period will be returned to escrow and the payment amount shall be refunded to you. In the event that the Company is subject to a malicious cyber attack, interruptions in telecommunications, utility, Internet services or network provider services, disruption or malfunction of the Bitcoin network or other cryptocurrency network, acts or omissions of a third party, infiltration or disruption of the Service or Platform by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay Services on the Platform, the Company would not possess sufficient information (ie, both keys) to allow the Store Owner’s token inventory to be compromised. While the Vault Mode provides additional security for Store Owners, it may create unpredictable delays and costs when completing purchase transactions and delivering the tokens to you. Customer agrees to hold harmless Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of or in any way connected with a Store Owner’s failure to unlock any purchased items from Vault Mode within the timeline promised to Store Owner’s customers.

Purchases

Store Owners will select a variety of payment methods for you to choose from when purchasing products or services via the Platform or on the Store Owner’s Site.

When you submit a purchase request to the Platform from a Store Owner’s listing, the Platform will create an invoice (as described in this Agreement). You are responsible for sending payment directly to the Store Owner’s address listed on the invoice. Store Owners are solely responsible for processing any and all returns with you directly.

For cryptocurrency payments, Company will notify both the customer and Store Owner when the payment transaction is initiated and again once the payment transaction is completed.

If the Store Owner has elected to receive payments via PayPal (or other third party payment processor) and you choose to pay via PayPal (or other third party payment processor), your payment is sent directly to the Store Owner’s PayPal (or other third party payment processor) account. If a customer elects to purchase products and services on the Platform via PayPal (or other third party payment processor), the payment will be subject to the terms of use and privacy policies of PayPal (or other third party payment processor).

Invoices

Each time you initiate a purchase of a product or service for sale by a Store Owner, an invoice is generated. You will receive an email confirmation to your email address (either stored on your account or the email address that you provided during the checkout process) when an invoice is generated and a transaction is pending. You and the Store Owner will receive a second email when the payment is processed and completed.Your invoices may include products and services from various different Store Owners.

You have a maximum of one (1) hour to initiate payment on an invoice. The initiated payment must be confirmed within fourteen (14) calendar days, otherwise the invoice expires. Once an invoice expires, the products and services are available for other customers to purchase. You may initiate the purchase again, subject to availability of the products or services for sale, which will generate a new invoice and a new one (1) hour window for you to initiate payment on the invoice and another fourteen (14) days for such payment to be confirmed.

If you initiate payment on an invoice after the one (1) hour time limit, the Store Owner will be notified. Store Owner, in Store Owner’s sole discretion, may accept payment and deliver the purchased items to you or Store Owner must refund the payment to you.

Delivery

Upon receiving confirmation that payment is completed, Store Owner is responsible for delivering the purchased products and services to you, either (i) when payment is initiated by you, at the Store Owner’s discretion, or (ii) upon confirmation that payment has been completed.

Downloadable content will download in your open browser on the Platform once your payment is initiated, unless Store Owner has chosen to wait until payment confirmation is received. Company will also send one (1) email to you with a link to the downloadable content that will be active for fourteen (14) calendar days from the purchase date. Once the emailed link expires, you will no longer be able to access or download the downloadable content. If any downloadable content is corrupt and unreadable, at no fault of the Company, the Company will work with you and Store Owners to attempt to fix the issue or request that the Store Owner resend the downloadable content to the Company for delivery to you.

Covenants

By using the Platform and Services, you acknowledge and agree:

• the Company has no control over and does not guarantee the existence, quantity, quality, safety, or legality of products or services for sale on the Store Owner’s Site;
• the Company does not confirm or guarantee the truth or accuracy of Store Owner’s content or listings of products or services for sale by Store Owners;
• the Company does not guarantee that the Store Owner will complete any transaction with its customers;
• your purchases are subject to the Terms of Use and Privacy Policies of both the Company and PayPal, or other third party payment processor, as applicable;
• you are relying solely on the information on a Store Owner’s Site, and the Company is not liable indirectly or directly for any damage or loss caused or alleged to be caused by or in connection with such reliance;
• any other terms, conditions, representations or warranties associated with any products or services that you may purchase from a Store Owner are solely between you and such Store Owner; and
• the Store Owner is the responsible party for resolving all claims you may have for defects in the products or services purchased.

No Unlawful or Prohibited Use

As a condition of your use of the Platform and Services, you warrant to Company that you will not use the Platform and Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Platform and Services in any manner which could damage, disable, overburden, or impair the Platform and Services or interfere with any other party's use of the Platform and Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform and Services.

You are not to submit, post, upload or grant Company access to any information or material that infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.

You agree that when using the Platform and Services, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other Customers or Store Owners; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file from other Customers or Store Owners that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other Customer or Store Owner from using and enjoying the Platform and Services; violate any code of conduct or other guidelines which may be applicable for any particular Platform and Services; harvest or otherwise collect information about others, including e-mail addresses, without their consent; or violate any applicable laws or regulations.

At any time and without notice, Company in its sole discretion may, without limiting other remedies, limit, suspend or terminate your use of the Platform and Services if Company believes you are in violation of the terms of this Agreement or applicable law.

Use of Communication Services

The Platform allows Customers and Store Owners to communicate about the Store Owner’s products and services (collectively, "Communication Services"). Store Owners may add a “Contact Merchant” button to be displayed on the Store Owner’s Catalog which will allow you to receive the Store Owner’s email address to contact the Store Owner about the products or services listed. Store Owners and Customers may also communicate by using a third-party chat platform, as applicable. If you choose to email or communicate with a Store Owner via any third-party application outside of the Platform, you understand that you are subject to the terms of use and privacy policies of such other platforms. You agree to use the Communication Services only to send and receive messages and material that are related to the mission of Company or the expressed interests of Customers and Store Owners relating to their activities on the Platform.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file shared by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; or violate any applicable laws or regulations.

Company has no obligation to monitor the Communication Services, but Company reserves the right to terminate your access to the Platform and Services and any or all of the Communication Services at any time without notice and without liability to you.

Mobile Device Data Charges

Each Customer is responsible for all mobile device usage charges (including data and text messaging charges, as applicable) that such Customer may incur while using the Platform and Services.

Token Pass

Account information for Store Owners and customers is stored on the Company’s Token Pass platform (“Token Pass”). Beyond merely storing account information for the Platform, Token Pass enables Store Owners to verify the cryptocurrencies held by a particular customer and share such information with the Platform. When a Store Owner lists a product or service for sale on the Platform, the Store Owner can limit access or provide discounted pricing to such listing to only those Customers who prove they hold minimum amounts of specific cryptocurrencies. Therefore, customers are encouraged to verify their cryptocurrency holdings via Token Pass to limit the restrictions that such person may encounter when trying to make purchases on the Platform.

International Customers

The Platform and Services are controlled, operated and administered by Company from offices within the USA. If you access the Platform and Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Platform and Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations. Any translations of these Terms are provided for your convenience and the meanings of terms, conditions and representations herein are subject to the definitions and interpretations in the English language. Any translation provided may not accurately represent the information as intended in English.

Trademarks and Copyrights

The Company trademarks, names, logos, service marks and copyrights (collectively “Copyrights and Trademarks”) displayed on the Platform and Services are registered and unregistered Copyrights and Trademarks of Company. Nothing on the Platform and Services should be construed as granting any license or right to use any Copyright or Trademark without the prior written permission of Company.

Similarly, the trademarks, names, logos, service marks and copyrights of each Store Owner displayed on the Platform and Services are registered and unregistered intellectual property of the individual Store Owner. By using the Platform and Services, Store Owners covenant to the Company that Store Owners have sufficient intellectual property and ownership rights in all products and services posted for sale in a Store Owner’s Catalog listings. Except as provided with a purchase and sale between you and a Store Owner on the Platform, nothing on the Platform or within the Services should be construed as granting any license or right to use any Store Owner intellectual property to you without the prior written permission of the individual Store Owner.

Indemnification

You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of or in any way connected with your use of or inability to use the Platform and Services, your violation of the covenants contained in the Covenants section above, your interaction with other Store Owners or Customers, your violation of these Terms, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations, including without limitation, the collection of data from children under 13 years old, the purchase of illegal products or services, or privacy breaches by you or other Customers or Store Owners. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PLATFORM, SERVICES, CONTENT AND RELATED MATERIALS INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM AND SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. COMPANY MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE PLATFORM AND SERVICES AT ANY TIME.

COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PLATFORM, SERVICES, CONTENT AND RELATED MATERIAL CONTAINED ON THE PLATFORM AND WITHIN THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PLATFORM, SERVICES, CONTENT AND RELATED MATERIAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, SOFTWARE, PLATFORM, SERVICES, CONTENT AND RELATED MATERIALS CONTAINED HEREIN, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM AND SERVICES, WITH THE DELAY OR INABILITY TO USE THE PLATFORM AND SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PLATFORM, SERVICES, CONTENT AND RELATED MATERIALS OBTAINED THROUGH THE PLATFORM OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM AND SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.

Electronic Communications

Visiting the Platform and Services or sending emails to Company constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that Company provides to you electronically, via email and on the Platform and Services, satisfy any legal requirement that such communications be in writing.

Applicable Laws

To the maximum extent permitted by law, this Agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Platform and Services. Use of the Platform and Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of the Platform and Services. Company's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Platform and Services or information provided to or gathered by Company with respect to such use.

Disputes between Customers and Store Owners; Store Owner policies

The Company does not endorse any products or services offered by Store Owners using the Platform and Services. Each Store Owner operates their own businesses using the Platform and Services provided by the Company. It is your responsibility to contact Store Owners directly regarding returns, refunds, order issues and transaction disputes.

All Store Owners are required to clearly state their policies regarding returns, refunds and order issues in their store policies, including but not limited to:

• Return and refund policies, including replacing goods, as applicable;
• Time frame in which return and refund requests are honored;
• Details regarding shipping payments for returning and replacing goods; and
• Dispute resolution policy for order issues.

The Company expects all Store Owners and Customers to honor agreements made by Store Owners with their Customers.

Dispute Resolution

If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be settled through negotiation, the Company and you agree first to try in good faith to settle the dispute by non-binding mediation. For such purpose the parties shall select an experienced and impartial mediator who has no business or personal relationship with either party. The parties shall equitably share the fees of the mediator based upon their alignment on the issues to be resolved.

If the dispute cannot be settled through mediation within thirty (30) days of commencement of mediation, the parties agree that the dispute shall be settled through binding, confidential arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Rules (the “AAA Rules”).

• One arbiter (each arbiter, a “General Arbiter”) shall be chosen by each of the parties to the dispute and a third (the “Presiding Arbiter”) shall be chosen by the two (2) General Arbiters within fifteen (15) days of their appointment.
• Each General Arbiter shall be appointed within sixty (60) days after the commencement of the arbitration proceeding. In the event that the two General Arbiters fail to agree upon the selection of a Presiding Arbiter within fifteen (15) days following their appointment, the Presiding Arbiter shall be appointed by the AAA in accordance with the AAA Rules.
• The “commencement of the arbitration proceeding” shall be deemed to be the date upon which the Demand for Arbitration has been delivered to the parties in accordance with this Section

It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings shall be concluded within one hundred eighty (180) days from the appointment of the Presiding Arbitrator. The tribunal may extend this time limit in the interests of justice, and failure to adhere to this time limit shall not constitute a basis for challenging the award.

The decision of the tribunal shall be final and binding on the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitration set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The decision of the tribunal shall be rendered no later than thirty (30) days after commencement of such hearing.

The tribunal shall apply the law of the State of California without regard to conflict of law principles. Any arbitration proceedings shall take place in Napa, California.

Severability

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Scope of Agreement

Unless otherwise specified herein, this Agreement and the Privacy Policy constitute the entire agreement between you and Company with respect to the Platform and Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Platform and Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties agree that this Agreement and all related documents shall be written in English.

Force Majeure

Company shall not be liable for delays or failure in performance of its obligations related to the Platform and Services which results directly or indirectly from any cause or condition beyond Company’s reasonable control, including but not limited to acts of war, terrorism, civil disturbances, earthquake, fire, flood, hurricane, interruption of transportation, telecommunications, or Internet services, embargo, explosion, governmental order or regulations, rationing, strike or lockout, or other occurrence beyond the Company’s reasonable control. If the Platform and Services are subject to such a force majeure event for thirty (30) or more consecutive calendar days, then upon receiving your written request for a refund, the Company shall use commercially reasonable efforts to work with Store Owners to refund you for purchased products or services that are undeliverable, as determined by the Company.

Changes to Terms

Company reserves the right, in its sole discretion, to change the Terms under which the Platform and Services are offered. The most current version of the Terms will supersede all previous versions. Company encourages you to periodically review the Terms to stay informed of Company updates.

Contact Us

If you have questions about these Terms of Use, please contact us at:

Tokenly, Inc.

support@tokenly.com

Effective June 11, 2018