Agreement between Store Owner 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 (“Store Owner”) to offer and sell products and services to Store Owner’s customers (the “Services”). Company grants Store Owner a limited, nonexclusive and nontransferable license to use the Platform and Services, conditioned on Store Owner’s acceptance without modification of the terms, conditions, and notices contained herein (the "Terms" or "Agreement"). Store Owner’s use of the Platform and Services constitutes Store Owner’s agreement to all such Terms. Please read these Terms carefully.

Privacy

In order to utilize the functionality of the Services to sell products and services on the Platform, Store Owner will be required to register for a Paid Subscription (as defined in this Agreement) by providing Store Owner’s full name, legal name of entity, if any,, email address, preferred payment information, such as Store Owner’s bitcoin wallet address, PayPal, or other third party payment processor account information, or credit card information) and billing address. Each Store Owner is limited to a maximum of ten (10) payment addresses. Store Owner’s use of the Platform and Services is subject to Company's Privacy Policy. Please review the Company’s Privacy Policy, which also governs the Platform and Services and informs users of the Company’s data collection practices.

Store Owner’s Account

If Store Owner uses the Platform and Services, Store Owner is responsible for maintaining the confidentiality of Store Owner’s account and password and for restricting access to Store Owner’s computer, tablet or mobile device, and Store Owner agrees to accept responsibility for all activities that occur under Store Owner’s account or password. Store Owner may not assign or otherwise transfer Store Owner’s account to any other person or entity. Store Owner acknowledges that Company is not responsible for third party access to Store Owner’s account that results from theft or misappropriation of Store Owner’s account. Company and its affiliates reserve the right to: (i) refuse or cancel Services; (ii) limit, suspend or terminate any Store Owner’s account; and (iii) remove or edit any content in the Company’s sole discretion, without notice. 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. Store Owner will not create more than one (1) account. If Store Owner’s account has been disabled by the Company, Store Owner may not create another account without the prior written consent of the Company.

Store Owner must be at least 18 years old to use the Platform and Services as a Store Owner.

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.

Paid Subscription. A Store Owner must register for a paid subscription (“Paid Subscription”) to sell products and services on the Platform. Each Store Owner with a Paid Subscription receives a predetermined number of credits (“Credits”) in the Store Owner’s account to be used by the Store Owner when completing sales transactions with customers. A Store Owner can choose to have a monthly Paid Subscription or, alternatively, the Store Owner can choose an annual Paid Subscription. As part of a Store Owner’s Paid Subscription account setup, a Store Owner is required to provide credit card information or a cryptocurrency payment to the Company. The number of Credits, pricing and the corresponding benefits for the Store Owner with each Paid Subscription option is set forth here: Schedule A: Paid Subscription Pricing and Benefits Schedule. This Paid Subscription Pricing and Benefits Schedule is updated by the Company from time to time in its sole discretion and the Company recommends that Store Owner refer to it before purchasing Store Owner’s Paid Subscription to see the current pricing and benefits offered. Company may waive or otherwise discount a Store Owner’s Paid Subscription fee at any time in its sole discretion, with or without prior notice.

A Store Owner with a Paid Subscription can buy additional Credit packages in bulk as needed during the Store Owner’s Paid Subscription period. The pricing for additional Credit packages is listed on Schedule B: Additional Credits Pricing Schedule. The Paid Subscription Additional Credits Pricing Schedule is updated by the Company from time to time in its sole discretion and the Company recommends that Store Owner refer to it before purchasing any additional Credits.

A Store Owner can cease use of its Paid Subscription at any time, without any notice to the Company required. The Company will not issue any refunds for a Paid Subscription that is no longer in use by a Store Owner or has expired, nor will the Company refund the Store Owner for any unused Credits. Store Owner is prohibited from transferring Store Owner’s unused Credits to any other Store Owner without the prior written consent of the Company, in its sole discretion. If a Store Owner’s Paid Subscription has expired and the Store Owner wishes to re-activate the Store Owner’s Paid Subscription within twelve (12) months of the expiration date, any unused Credits on the Store Owner’s original account at the time of the expiration will be restored to the Store Owner’s re-activated account. During any period of time when a Store Owner’s Paid Subscription is expired, the Store Owner’s active Catalog listings (as defined below) at the time of expiration will remain visible on the Platform, but sales transactions will not be accepted until the Store Owner re-activates the Store Owner’s Paid Subscription. Store Owner acknowledges that the value of a Credit may have changed during the period of expiration or Store Owner’s non-use of the Platform and Services and Store Owner hereby agrees that all current Credit values and benefits at the time of re-activation apply to the Store Owner’s account and Credits. Each Store Owner remains liable for all obligations related to all completed customer transactions for the purchase of such Store Owner’s products and services prior to the closing of Store Owner’s account, even after such Store Owner’s account is closed on the Platform.

Links to Third Party Services

The Platform may contain links to other websites ("Linked Sites"), including links posted by other 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 Store Owner only as a convenience, and the inclusion of any link does not imply endorsement by Company or any association with other Store Owners.

Links to Store Owner’s Site

The Services are provided to Store Owners who are selling products and services directly on the Platform or through the use of either 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 Service. Company’s provision of the Platform and Services to a Store Owner does not imply endorsement by Company of a Store Owner’s Site, products or services, nor does it imply any association between the Company and the operators of a Store Owner’s Site.

Store Owner’s Site Disclaimer

By using the Service through an iFrame window on the Store Owner’s Site, Store Owner agrees to include the following disclaimer (“Disclaimer”) on the Store Owner’s Site at the point of sale with Store Owner’s customer. The Disclaimer must be visible to Store Owner’s customers before the iFrame window can be opened on the Store Owner’s Site and before the customer provides any payment information to complete the purchase.

“By continuing with your purchase, you hereby you acknowledge and agree that the seller is the responsible party for resolving all claims you may have for defects in the products. <>.”

Additional language provided for in “Click here” link:

“To complete your purchase you will be using an iFrame window powered by Tokenly, Inc. (“Tokenly”). If you have any issues with the products or services purchased, you acknowledge and agree that the seller is the responsible party for resolving all claims you may have for defects, failed deliveries or other issues arising from your purchase of the products or services, not Tokenly. Your purchase transaction is subject to the Terms of Use and Privacy Policies of both Tokenly and any third party credit card processor, as applicable.”

Catalog listings

Store Owners can list physical products, downloadable content, including tokens, or services for sale, and can also request donations from customers for a particular cause or project. All products, services, and requests for donations are listed in the Store Owner’s catalog (the “Catalog”). For physical products and services, the Store Owner is solely responsible for delivering the purchased products or services to the customer. Downloadable content is delivered to the customer via an emailed link from the Company. For tokens, the Store Owner must choose from either a Vending Machine Mode or Vault Mode delivery method, as discussed in this Agreement.

When the Store Owner sets up a Catalog listing on the Platform, the Store Owner has a variety of options and preferences to choose from, including but not limited to:

• choosing which payment methods will be accepted by the Store Owner;
• bundling items into a single listing;
• blocking access to a listing except to specific customers by using Token Controlled Access; and
• adding discount codes to be used by the Store Owner in promoting the products or services.

Any options or features currently available for Catalog listings may be removed or changed, and options may also be added by the Company in its sole discretion, with or without notice. A Store Owner may also request additional information from the Store Owner’s customers. The Company may 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.

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. The chosen option is presented on the Catalog listing for customers to see.

Vending Machine Mode allows the Store Owner to provide the Company full access and control to the token inventory. With Vending Machine Mode, the Store Owner must send the token inventory to the Company for the Company to control. All purchases in Vending Machine Mode are fulfilled by the Company on behalf of the Store Owner. While this option may be desirable to the Store Owner for 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 the purchase transactions. If the Store Owner elects to use the Vending Machine Mode, the Store Owner’s use of Vending Machine Mode shall serve as confirmation that the Store Owner agrees not to hold the Company liable for any tokens that are compromised or stolen under the Vending Machine Mode.

With Vault Mode, a Store Owner deposits the Store Owner’s token inventory into a multi-signature key escrow account. The Company will control a key and the Store Owner will control the other key. The Company will not be able to complete any on chain deliveries of purchased tokens without the Store Owner’s involvement, understanding that customers 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 the customer’s 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 the customer. 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 the customer. Store Owner agrees 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 Store Owner’s failure to unlock any purchased items from Vault Mode within the timeline promised to Store Owner’s customers.

Sales

For each Catalog listing, a Store Owner chooses which payment methods will be accepted, subject to restrictions based on the type of product or service being listed for sale by the Store Owner.

Upon a customer purchasing a product or service from a Store Owner, the Company will create an invoice (as described below). Customer is responsible for sending payment directly to the Store Owner’s payment address listed on the invoice.

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. Store Owners also have the ability to setup custom alert notifications to notify the Store Owner of a completed purchase.

If the Store Owner has elected to receive payments via PayPal (or other third party payment processor) and the customer chooses this option, the customer’s payment is sent directly to the Store Owner’s PayPal account from the customer. If a Store Owner elects to accept payment 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).

Store Owner is solely responsible for processing any and all returns with its customers directly. No Credit refunds or transaction fee refunds shall be given to Store Owner by the Company if the Store Owner gives a refund or rebate to a customer.

As described in this Agreement, all sales are subject to Credit deductions on the Store Owner’s account based on both the type of item sold and the value of completed invoices.

Invoices

Each time a customer initiates a purchase of a product or service for sale by a Store Owner, an invoice is generated. Company will include in such invoice one (1) of the Store Owner’s payment addresses for customer to send payment directly to the Store Owner. If Store Owner is using multiple cryptocurrency wallet addresses on the Platform, Company will select the cryptocurrency wallet address used least recently.

The customer will receive an email confirmation when an invoice is generated and a transaction is pending. The customer and Store Owner will receive an email when the payment is processed and completed. Invoices for a given customer can include products and services in such customer’s cart from various different Store Owners. In this case the customer receives a consolidated invoice for all items, while each Store Owner receives a separate invoice that only includes such Store Owner’s items included in that customer’s transactions. Each Store Owner does not have visibility into the other Store Owner’s items and pricing.

The customer has 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. The original customer 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 the customer to initiate payment on the invoice and another fourteen (14) days for such payment to be confirmed.

If the customer initiates 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 or Store Owner must refund the payment to the customer.

Delivery

Upon receiving confirmation that payment is completed, Store Owner is responsible for delivering the purchased products and services to Store Owner’s customers. If Store owner chooses to deliver purchased products and services to a customer prior to receiving confirmation that a payment is completed, Store Owner does so at Store Owner’s sole risk that the initiated payment may not be completed.

Downloadable content, however, will begin to download in the customer’s open browser once payment by the customer is initiated; provided, however, the Store Owner may change this default by choosing to have downloadable content delivered when payment is confirmed. Company will also send one (1) email to the customer 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, the customer 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 the customer 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 the customer.

Credits and Transaction Fees

When a Store Owner accesses the Store Owner’s account, the Store Owner will see its number of unused Credits. For every completed transaction, as evidenced by a paid customer invoice, the Company shall deduct from Store Owner’s account a number of Credits based on product category and invoice amount, as set forth on Schedule C: Invoice Fees – Credits and Transaction Fees, which Company shall update from time to time in its sole discretion. Company shall not increase the amount of Credits to be deducted for transactions more than ten percent (10%) in any thirty (30) day period. No Credit refunds shall be given to Store Owner by the Company if the Store Owner gives a refund or rebate to Store Owner’s customers.

Store Owners should maintain a balance of Credits on their account sufficient to cover possible completed transactions for each item listed in such Store Owner’s Catalog (as defined in this Agreement). However, each Store Owner is allowed to carry negative Credits. Negative Credits can occur when a Store Owner does not have any unused Credits remaining on Store Owner’s account for the month, Store Owner has not purchased additional bulk Credits, and Store Owner continues to receive completed customer transaction invoices for the Store Owner’s products or services that are actively listed on the Platform. At the end of each calendar month, Company shall charge Store Owner for any negative credits to return Store Owner’s account balance to zero, in addition to loading the Store Owner’s account with the next month’s allocation of Credits pursuant to the Store Owner’s paid subscription.

If the Company is unable to charge the Store Owner’s credit card for the negative Credits or for the monthly subscription fee, the Company may collect the fees due by charging the Store Owner’s other payment methods on file and may also suspend the Store Owner’s account and all Catalog listings until the Store Owner provides payment to the Company.

Credits can only be used on this Platform for the Services provided for in this Agreement and not on any other platforms that may be owned and/or operated by the Company. The Company reserves the right, in its sole discretion, to change where Credits can be used at any time.

If the Store Owner has a limited number of items for sale with respect to a specific listing, the Platform is able to track the number of remaining items based on the number of invoices that have been generated and completed through payment.

Covenants

By using the Platform and the Service, Store Owner agrees not to make any representations or warranties to its customers in contradiction of the following:

• the Company has no control over and does not guarantee the existence, quantity, quality, safety, or legality of products or services for sale by the Store Owner;
• 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 confirm or guarantee that any of Store Owner’s customers have the ability to pay for products or services such customer’s order;
• the Company does not guarantee that the Store Owner will complete any transaction with its customers;
• the Store Owner is in compliance with all state and local business license laws and regulations necessary to operate Store Owner’s business whether directly on the Platform or on Store Owner’s Site;
• the Store Owner will not list products or services for sale that include any of the Prohibited Businesses listed in this Agreement;
• The Store Owner has sufficient intellectual property and ownership rights in all products and services posted for sale in a Store Owner’s Catalog listings; and
• the Store Owner clearly indicates any restrictions associated with a product or service offered by the Store Owner, including but not limited to restrictions related to specific states, countries, or ages.

No Unlawful or Prohibited Use

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

Store Owner may not 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.

Store Owner agrees that when using the Service, Store Owner will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other Store Owners or Store Owner’s customers; 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 Store Owner owns or controls the rights thereto or has 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 another Store Owner that Store Owner knows, 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 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 service; 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 Store Owner’s use of the Platform and Services if Company believes Store Owner is in violation of the terms of this Agreement or applicable laws.

Prohibited Businesses

By opening a Company account to be a Store Owner, Store Owner agrees that Store Owner will not use the Platform and Services in connection with any of the following businesses, activities or practices:

• Investment and Credit Services: Securities brokers, mortgage, real estate and/or debt consulting, credit counseling, or investment schemes.
• Restricted Financial Services: Check cashing, bail bonds or collection agencies.
• Counterfeit or Unauthorized Goods: Unauthorized sales of products or services that are illegally imported or exported or which are stolen.
• Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.
• Drugs and Drug Paraphernalia: Sale of any narcotics, controlled substances, and any equipment designed for making or using such narcotics or controlled substances, including the sale of any legal substance that gives the same or similar effect as an illegal drug.
• Pseudo-Pharmaceuticals: Pharmaceuticals and other medical products that have not been approved or verified by the applicable local and/or national regulatory body.
• Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.
• Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs.
• Unfair, predatory or deceptive practices: Products or services that Company determines in its sole discretion to be unfair, deceptive, or predatory towards customers.
• High risk businesses: any other business that Company believes in its sole discretion that provide high financial or legal risk or liability.

Use of Communication Services

The Platform allows Store Owners to communicate with potential customers 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 customers to receive the email address associated with the Store Owner’s account 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 Store Owner chooses to email or communicate with a potential customer via any third-party application outside of the Platform, Store Owner understands that Store Owner is subject to the terms of use and privacy policies of such other platforms.

Store Owner agrees that when using a Communication Service, Store Owner 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 Store Owner owns or controls the rights thereto or has 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 Store Owner knows, 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 Store Owner’s access to the Platform and Services and any or all of the Communication Services at any time without notice and without liability to Store Owner.

Mobile Device Data Charges

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

Disputes between customers and Store Owners; Store Owner policies

The Company does not endorse any products or services offered by Store Owners using the Service. Store Owner is operating Store Owner’s own business using the Platform and Services provided by the Company. The Company recommends each Store Owner try to contact any customers directly regarding any transaction disputes.

As a Store Owner, Store Owner agree to clearly state Store Owner’s policies regarding returns, refunds and order issues in Store Owner’s 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 to honor agreements made by Store Owners with their customers.

Taxes

Store Owner is solely responsible for adhering to all applicable foreign, national, state and local sales tax laws and regulations. Company is not responsible for setting, collecting, or reporting sales or other applicable taxes required by law from Store Owner’s customers. It is the Store Owner’s responsibility to determine what, if any, taxes apply to the products or services that a Store Owner is selling on the Platform and is solely the Store Owner’s responsibility to assess, collect, report and remit the correct taxes to the appropriate authority.

Token Pass

Account information for Store Owners and customers is stored on the Company’s Token Pass platform (“Token Pass”). In addition to storing account information for the Platform, Token Pass enables Store Owners and customers to verify all of the cryptocurrencies held by such Store Owner or 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 to such listing to only those customers who hold specific cryptocurrencies. Therefore, Store Owners and 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 Store Owners

The Platform and Services are controlled, operated and administered by Company from offices within the USA. If Store Owner accesses the Platform and Services from a location outside the USA, Store Owner is responsible for compliance with all local laws. Store Owner agrees that Store Owner 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 Store Owner’s 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 are registered and unregistered Copyrights and Trademarks of Company. Nothing on the Platform should be construed as granting any license or right to use any Copyright or Trademark without the prior written permission of Company.

Indemnification

Store Owner agrees 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 Store Owner’s use of or inability to use the Platform and Services, Store Owner’s violation of the covenants contained in the Covenants section, the Store Owner’s failure to pay taxes, Store Owner’s interaction with other Store Owners or customers, Store Owner’s violation of these Terms, Store Owner’s violation of any rights of a third party, or Store Owner’s violation of any applicable laws, rules or regulations, including without limitation, the collection of data from children under 13 years old, the sale of illegal products or services, or privacy breaches by Store Owner or other 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 Store Owner, in which event Store Owner will fully cooperate with Company in asserting any available defenses.

Store Owner also agrees 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 lost payments, lost data, lost invoices, lost receipts, refunds, all product and services disputes, including but not limited to Store Owner’s failure to deliver purchased products and/or services to Store Owner’s customers, failure to timely deliver purchased products and/or services to Store Owner’s customers, any and all product liability claims related to the products and/or services Store Owner is selling via the Service, deceptive practices, including but not limited to inaccurate product and service descriptions, whether intended to misrepresent the products or services for sale or not, and any damages or losses related to the shipment or delivery of any sold products or services to Store Owner’s customers.

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 IN 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 SERVICE. 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 SERVICE, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, CONTENT AND RELATED MATERIALS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, 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 STORE OWNER. IF STORE OWNER IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, STORE OWNER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

Electronic Communications

Visiting the Platform or sending emails to Company constitutes electronic communications. Store Owner consents to receive electronic communications and Store Owner agrees that all agreements, notices, disclosures and other communications that Company provides to Store Owner electronically, via email and on the Service, 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 Store Owner hereby consents to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Service. 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.

Store Owner agrees that no joint venture, partnership, employment, or agency relationship exists between Store Owner and Company as a result of this agreement or use of the Service. 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 Store Owner’s use of the Platform and Services or information provided to or gathered by Company with respect to such use.

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 Store Owner agree first to try in good faith to settle the dispute by non-binding mediation. For such purpose the Company and Store Owner shall select an experienced and impartial mediator who has no business or personal relationship with either the Company and Store Owner. The Company and Store Owner 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 Company and Store Owner 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 two (2) 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 Company and Store Owner 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 Company and Store Owner and the Company and Store Owner 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 herein, 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 the Store Owner and Company with respect to the Platform and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Store Owner and Company with respect to the Service. 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 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.

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 Store Owner 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