Hub Terms and Conditions

This End User Terms of Service Agreement (this “Agreement”) governs your access to and use of certain products, services, and properties made available by Holaplex, a company incorporated in Delaware with offices at 1309 Coffeen Ave Ste 4320

Sheridan, WY 82801.

Our products, services, and properties include, without limitation, our website available at www.holaplex.com (the “Site”), our services to facilitate the purchase, storage, and transfer of certain non-fungible tokens (“NFT(s)”), and software provided on or in connection with those services (collectively, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into this Agreement. If this Agreement is inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.

HOLAPLEX IS NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. HOLAPLEX FACILITATES TRANSACTIONS OF NFTS ON BEHALF OF USERS IN CONNECTION WITH THE PURCHASE, STORAGE, AND SALE OF SUCH NFTS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, IF YOU USE THE SERVICE TO PURCHASE AN NFT, THE PLATFORM OR THIRD-PARTY SELLER ORIGINALLY OFFERING SUCH NFT (THE “ORIGINAL OFFEROR”) SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT WITH RESPECT TO ANY SUCH PURCHASE. YOU AGREE THAT HOLAPLEX SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY ORIGINAL OFFEROR OF AN NFT IN RESPECT OF SUCH NFT OR SUCH NFT BEING CONSIDERED AN INVESTMENT CONTRACT OR ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS EMBODIED THEREBY OR INCLUDED THEREWITH.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF NFTS YOU PURCHASE THROUGH THE SERVICE OR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR THROUGH THE SERVICE, HOLAPLEX MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF NFTS THAT YOU MAY PURCHASE THROUGH THE SERVICE, OR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS.

PLEASE READ SECTION 15 OF THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.

PLEASE BE AWARE THAT SECTION 3 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.

THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, PURCHASING ITEMS THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. If you do not agree to this Agreement, you may not access or use the Service or purchase any NFTs through the Service. For existing users of the Service, you acknowledge and agree that this Agreement is effective beginning on the date on which you first accessed and/or used any Service.

By submitting data through the Service, you expressly consent to the collection, use and disclosure of your personal data in accordance with this Agreement and any then-current Privacy Policy made available by us.

Holaplex Inc. reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Agreement, you may not access or use the Service.

Our Service

The Holaplex Service is a software application that enables Registered Users (as defined below) to (i) engage in transactions directly with Holaplex or with an Original Offeror for the purchase of NFTs in exchange for fiat currency and/or cryptocurrency, in accordance with the Service's functionality (each transaction referred to as a "Transaction"); and (ii) store and access such NFTs through one or more digital wallets provided by Holaplex (each referred to as a "Holaplex Wallet"). Transactions may be facilitated through the Holaplex website or through a Holaplex plug-in or integration on a third-party platform. To access certain features of the Service, you must register for an Account, as defined below.

Account

To access certain features of the Holaplex Service, you will need to register for an account on the Service ("Account"). You must be at least eighteen (18) years old or have the capacity to form a binding contract to register for an Account. By creating an Account, you agree to (i) provide accurate, current, and complete information about yourself, (ii) promptly update your Account information as necessary, (iii) maintain the security of your password, and accept all risks associated with unauthorized access to your Account and information, and (iv) notify Holaplex immediately if you discover any security breaches related to the Service or your Account. You are only allowed to have one Account, and Holaplex reserves the right to block multiple Accounts belonging to the same user. We reserve the right to establish and conduct, at any time during the term of this Agreement, know-your-customer (“KYC”) protocols in accordance with cryptocurrency industry's best practices regarding your use of the Service.

You may sign in to the Service or link your Account to a valid account you hold through a compatible third-party service ("Third-Party Account") by allowing Holaplex to access your Third-Party Account, as permitted under the terms and conditions that govern your use of such Third-Party Account. By granting Holaplex access to any Third-Party Accounts, you understand that Holaplex may access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account, solely as permitted by the functionality of the Service and your permission settings in such Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable, or Holaplex's access to such Third-Party Account is terminated by the third-party service provider, then any Content made available from or through such Third-Party Account may no longer be available on or through the Service. You may have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing your settings within such Third-Party Account.

You agree not to (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or attempt to log in to access the Service through unauthorized third-party applications or clients. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers, and Holaplex disclaims any liability for personally identifiable information that may be provided to it by such third-party service providers in violation of the privacy settings that you have set in such Third-Party Accounts. Holaplex makes no effort to review any Content for any purpose, including but not limited to, accuracy, legality, or non-infringement, and Holaplex is not responsible for any Content.

Know Your Client

When you register for your Account, you agree to provide Holaplex with any information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime and permit us to keep a record of such information. Holaplex reserves the right to require you to provide additional information and documents as it believes reasonably necessary, including at the request of any competent authority or in order to assist Holaplex with complying with its obligations under applicable law, regulation, or policy, including laws related to anti-money laundering and the financing of terrorism. Holaplex may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your Account is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) Transactions effected via your Account were effected in breach of this Agreement. In such cases, Holaplex, in its sole discretion, may pause or cancel your Transactions until such requested additional information and documents have been reviewed by Holaplex and accepted as satisfying the requirements of applicable law, regulation, or policy.

If you do not provide complete and accurate information and documents in response to such a request, or Holaplex is otherwise unable to verify your identity, or we have actual indications of fraud or violation of applicable legislation or regulation from your side, Holaplex may, in its sole discretion:

suspend your account temporarily while we investigate further

reverse or rescind any NFT purchase Transaction that it reasonably suspects has been conducted in violation of applicable law, fraud, or this Agreement;

refuse to provide any NFT, Content, product, service, and/or further access to the Service to you; and/or

if no other remedy is available and you have not complied with our requests to verify your compliance with applicable legislation, terminate your Account;

all without any compensation whatsoever for you.

In the latter (iv) above (that is, if no other remedy is available and you have not complied with our requests to verify your compliance with applicable legislation, and, in response, we terminate your account), you hereby acknowledge and accept that any NFT left behind in your Holaplex Wallet shall be repossessed by Holaplex, and thus you hereby waive any right you may have over such NFT(s) and any legal action to claim back ownership or any other right over the aforementioned NFT(s).

Consent to electronic communication

By creating an Account, you agree to receive electronic communications from Holaplex through email or by posting notices on the Service. These communications may include transactional information about your Account, such as password changes, and are an integral part of your relationship with us. You acknowledge that any legal communication requirements, including written communication, are satisfied by receiving notices, agreements, disclosures, or other communications electronically from us. To maintain records, you should keep a printed or electronic copy of all electronic communications from us. However, we are not obliged to store any of these electronic communications for future use or access. Additionally, we may send you promotional emails, including newsletters, special offers, surveys, and other news and information we think may interest you. You can unsubscribe from receiving these promotional emails at any time by following the instructions provided in the emails.

When you register for an Account, you represent and warrant to Holaplex, its affiliates, and its and their respective representatives that the personal information provided to Holaplex and/or its third-party designees, including your address and social security number or tax ID number, is accurate and complete. You also represent and warrant that none of the following applies: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as an agent or nominee in connection with this Agreement is: (A) a country, territory, entity, or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether they appear on the OFAC list; or (B) a senior foreign political figure or any immediate family member or close associate of a senior foreign political figure; or (C) a national or resident of any jurisdiction subject to a U.S. trade embargo.

You also acknowledge that you are sophisticated, experienced, and knowledgeable in the buying, selling, or trading of NFTs, as applicable. You have conducted an independent investigation of the Service and the matters contemplated by this Agreement, formed your own independent judgment regarding the benefits, risks, and necessary practices regarding the foregoing, and relied solely on the results of such investigation and independent judgment in making the determination to buy, sell, or trade any NFTs using the Service. You understand and agree that the legal requirements pertaining to blockchain technologies, digital assets, and digital goods, including NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens, including NFTs, may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements, representations, or information made by or on behalf of Holaplex in determining to enter into this Agreement or to buy, sell or trade any NFTs or otherwise use the Service.

You represent that there is no legal proceeding pending that relates to your activities relating to NFTs, other digital assets, or blockchain technology, and you have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities, or NFT purchase and/or sale. Furthermore, no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, and no government order or action prohibits you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to NFTs.

To access the Service, you must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

Holaplex Wallet

our Holaplex Wallet is associated with your Account and may contain several individual digital wallets, each supporting different blockchains, but viewable to you as a single digital wallet through the Service. When an NFT is transferred to your Holaplex Wallet, you can access, view, and display it through the Holaplex Wallet on your Account. This includes NFTs that you have purchased using the Service or outside of the Service and transferred to your Holaplex Wallet. Holaplex does not guarantee that your Holaplex Wallet or any NFTs stored in it will be compatible with any particular third-party platform or service. It is also not guaranteed that you will be able to access or use any benefits associated with an NFT while it is in your Holaplex Wallet, such as token-gated access to a third-party service.

If you want to transfer an NFT from your Holaplex Wallet to a third-party digital wallet, you must request this through Holaplex. Holaplex will attempt to process all withdrawals within a reasonable time and using commercially reasonable efforts. You may be responsible for gas fees and other transaction costs associated with such a withdrawal. Holaplex shall not be held responsible for any loss or error resulting from incorrect information provided by you during the withdrawal process, such as an incorrect third-party digital wallet address.

Pricing

Any payment obligations you have at the time of purchase are binding, and you cannot substitute any other currency for the one agreed upon at the time of purchase, whether it is cryptocurrency or fiat currency. No fluctuation in the value of any currency, whether it is cryptocurrency or not, will excuse your payment obligations for any purchase.

All pricing and fees will be clearly displayed at the time of sale, and by using the Holaplex Service, you agree to pay all applicable fees. Holaplex reserves the right to adjust pricing and fees at any time, and we will notify you of the pricing and fees that apply to your transaction when you authorize it and in each receipt we issue to you. Our fee may include gas fees to process a transaction, which we will calculate at our discretion, as well as the gas fees for the eventual export of the NFT out of the Holaplex Wallet in the future. We will notify you of the total amount of your purchase at or before the time you authorize the transaction. You are responsible for paying any additional fees charged by your financial services provider. If we receive a payment for an amount less than the total due for the transaction, we will reject the order and return the payment, less our processing costs (except where otherwise required by applicable law). You may be responsible for additional transaction fees, including gas fees, in connection with your transaction.

Once a transaction is marked as complete or pending, you cannot cancel, reverse, or change it. If your payment is not successful, if your Payment Method has insufficient funds, or if you reverse a payment made from funds in your bank account, Holaplex may, in its sole discretion, either cancel the transaction or debit any of your other Payment Methods in any amount necessary to complete the transaction on its original terms. You agree to make any such payment upon Holaplex's request. You are responsible for maintaining an adequate balance and/or sufficient credit limits to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your financial services provider. Holaplex reserves the right to refuse to process, cancel, or reverse any transaction in our sole discretion, even after funds have been debited from your Payment Method(s), if we suspect the transaction violates this Agreement. In such instances, Holaplex will reverse the transaction, and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the cancelled transaction.

Holaplex may use a third-party payment processor to process any payment you make to Holaplex. We may add or change any payment processing services at any time, and such services may be subject to additional terms or conditions. Whether a particular currency or cryptocurrency is accepted as a payment method by Holaplex is at our sole discretion and subject to change at any time.

Holaplex may offer certain conditional promotions, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Service from time to time. The rules governing such promotion will be made available in connection with it, and we will determine your eligibility for any promotion in our sole discretion. We may change the terms of or terminate a promotion at any time, with or without notice to you.

Ownership

Unless we indicate otherwise in writing, the Service, and all Content and other materials contained therein, including the Holaplex logo, are the exclusive property of Holaplex, our affiliates, licensors or users, as applicable. However, the Service and Content may contain software components provided by Holaplex, its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

The Holaplex logo and any Holaplex product or service names, logos or slogans that may appear on the Service are trademarks of Holaplex or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written consent. You are not permitted to use any metatags or other "hidden text" utilizing "Holaplex," or any other name, trademark or product or service name of Holaplex or our affiliates without our prior written consent. Additionally, the overall look and feel of the Service and Content, including all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Holaplex and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Any reference to products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not imply endorsement, sponsorship or recommendation by Holaplex.

License to Our Service and Content

You are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, "as-is" license to access and use the Holaplex Service and Content for your own personal, non-commercial use. However, this license is subject to this Agreement and does not include the right to (i) sell, resell, or commercially use the Service or Content, (ii) publicly perform, distribute, or display any Content, (iii) make any derivative works of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 10 below.

You are granted a limited, non-exclusive, non-transferable right to create a text hyperlink to the Holaplex Service for non-commercial purposes, provided that such link does not portray Holaplex or our affiliates or any of our Services, Content, products, or services in a false, misleading, derogatory, or otherwise defamatory manner. Furthermore, the linking site should not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable in Holaplex's sole discretion. We may revoke this limited right at any time. You may not use a logo or other proprietary graphic of Holaplex to link to the Service or Content without our express written permission. Additionally, you may not use, frame or utilize framing techniques to enclose any Holaplex trademark, logo, or other proprietary information, including the images found on the Service, the content of any text, or the layout or design of any page or form contained on a page, on the Service without our express written consent.

Holaplex may, from time to time, change or discontinue any or all aspects or features of the Service, including by deactivating or deleting Accounts that Holaplex, in its sole discretion, determines have been abandoned. In such events, you may no longer be able to access, interact with, or read the data from the Service.

.Third-Party Services; Third-Party Terms

You may come across links to Third-Party Properties and Third-Party Applications when using the Holaplex Service. By clicking on such links, you will be subject to the terms and conditions, including privacy policies, of the respective third-party. Holaplex does not control Third-Party Properties or Third-Party Applications and is not responsible for their content, products or services. These links are provided as a convenience and Holaplex does not review, approve, monitor, endorse, warrant, or make any representations regarding Third-Party Properties or Third-Party Applications. Your use of Third-Party Properties and Third-Party Applications is at your own risk and this Agreement and Holaplex's terms and policies do not govern once you leave the Service. Therefore, you should review all applicable agreements, policies, privacy practices, and investigate any third-party before proceeding with any transaction.

The Service and Content may also include components provided by third parties, including software components, that are subject to separate license terms. Such license terms will govern your access to and use of these components. For instance, if you click to obtain more details about an NFT, you may see a link to the Third-Party Property from which such NFT originated. Holaplex or a Third-Party Property may have terms and conditions that govern the use of such NFT, including license terms. If you purchase such NFT through our marketplace, you must comply with the terms that govern such NFT, which may differ from this Agreement.

Acceptable Use Policy

You agree to be solely responsible for your behavior while using the Service, including participating in the buying or selling of NFTs. You agree to comply with this Agreement and not to engage in any of the following activities:

Providing false or misleading information to Holaplex;

Using or attempting to use another user’s account without their authorization and Holaplex's approval;

Impersonating someone else or creating a deceptive username;

Trying to circumvent any restrictions or limitations placed on Promotions offered by Holaplex;

Using the Service in a way that could interfere with, disrupt, negatively affect, or inhibit other users from using the Service, or that could damage, disable, overburden, or impair the Service in any way;

Developing, using, or disseminating any software, or interacting with any API that could harm or impair the Service;

Reverse engineering any aspect of the Service or attempting to discover source code or bypass measures designed to limit access to any part of the Service;

Attempting to access any feature or area of the Service that you are not authorized to access or bypassing any content-filtering techniques employed by Holaplex;

Using any automated means or interface not authorized by Holaplex to access the Service, extract data, or interfere with or modify the rendering of Service pages or functionality;

Collecting or harvesting data from the Service that would allow you to contact individuals, companies, or other entities or using such data to contact such entities;

Using data collected from the Service for direct marketing activities, including email marketing, SMS marketing, telemarketing, and direct marketing;

Ignoring instructions that control all automated access to the Service;

Using the Service for any illegal or unauthorized purpose or engaging in any activity that violates any applicable law or this Agreement;

Engaging in illegal activities in connection with or related to your access to and use of the Service, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities that negatively affect the Service's performance;

Engaging in fraudulent, deceptive, or manipulative trading activities, including front-running, wash trading, pump and dump trading, ramping, cornering, or trading an NFT at successively lower or higher prices to create or induce a false, misleading or artificial appearance of activity in such NFT, unduly or improperly influence the market price for such NFT, or establish a price that does not reflect the true state of the market in such NFT;

Participating in, facilitating, assisting, or knowingly transacting with any pool, syndicate, or joint account organized to unfairly or deceptively influence the market price of an NFT;

Using the Service to purchase, acquire, store, sell, or otherwise transfer any NFT that violates our NFT Content Policy;

Using the Service to engage in financial activities subject to registration or licensing, including but not limited to transacting in securities, commodities futures, trading of commodities on a leveraged, margined, or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings, or similar transactions;

Using the Service to participate in or facilitate fundraising subject to regulation for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts.

You acknowledge and agree that the NFTs you purchase, sell or use through our Service are for pure “utility” purposes and bear no resemblance to a security

For the avoidance of doubt, you represent and warrant that the NFTs you purchase, sell or otherwise use through our the Service are pure “utility” in nature, and bear no resemblance to a security as may currently be defined by law or regulation, in neither form nor function; specifically, the transactions to be performed through the Service will not constitute an “investment contract”, and thus they would fail the “Howey Test” as set forth in SEC v. W.J. Howey Co, 328 U.S. 293 (1946) so that the NFTs are not considered securities under any circumstances.

Investigations. Breach

If Holaplex becomes aware of any potential violations of this Agreement by you, Holaplex reserves the right to investigate such violations. If, as a result of the investigation, Holaplex believes that any illicit or otherwise criminal activity may have occurred, Holaplex reserves the right to refer the matter to, and cooperate with, any and all applicable legal authorities. Holaplex is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including Content, in Holaplex's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Holaplex, its users, or the public, and all law enforcement or other government officials, as Holaplex in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Service, including without limitation text, voice, or video communications.

In addition to the above, if pursuant to this investigation, Holaplex has reasonable evidence to support that you have violated this Agreement and/or you have engaged in any illicit or otherwise criminal activity, Holaplex may, in its sole discretion:

suspend your account;

reverse or rescind any NFT purchase or transaction that it reasonably suspects has been conducted in violation of applicable law, fraud or this Agreement;

refuse to provide any NFT, Content, product, service and/or further access to the Service to you;

withhold any amount that may be due by Holaplex to you for any pending transaction; and/or

if no other remedy is available and you have not complied, to our satisfaction, with our requests to verify your compliance with applicable legislation, terminate your Account;

all without any compensation whatsoever for you, and without prejudice to additional indemnities and damage claims that may be applicable pursuant to this Agreement or applicable legislation.

In the latter (v) above (this is, if no other remedy is available and we terminate your account), you hereby acknowledge and accept that any NFT left behind in your Holaplex Wallet shall be repossessed by Holaplex, and thus you hereby waive any right you may have over such NFT(s) and any legal action to claim back ownership or any other right over the abovementioned NFT(s).

Additionally, Holaplex will also be entitled to confiscate and repossess any NFT(s) that have been minted through transactions where a refund has been successfully processed in favor of the user or where, after the corresponding dispute proceeding has finalized, it has been deemed that such NFT is the property of Holaplex or (for whatever reason, such as being the result of an erroneous transaction) there is no ownership title whatsoever.

Release

Y ou hereby release and forever discharge Holaplex and our affiliates, officers, employees, agents, successors, and assigns (the “Holaplex Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Properties). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE OF ANY OTHER JURISDICTION, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Assumption of Risks Related to NFTs

You acknowledge and agree that:

The prices of digital assets, including NFTs, are subject to significant volatility, and fluctuations in the price of other digital assets may materially and adversely affect NFTs. We cannot guarantee that any NFTs will not lose value.

You are solely responsible for determining and paying any applicable taxes related to Transactions involving your NFTs. Holaplex and its affiliates are not responsible for determining tax obligations related to NFTs.

NFTs are created, maintained, and transferred only through ownership records on the blockchain, and Holaplex has no control over the blockchain network.

Using digital currency and digital assets, including NFTs, involves risks such as hardware, software, and internet connection failure, the risk of malicious software introduction, and the risk of unauthorized access to information stored in your account.

The legal and regulatory framework governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.

Purchasing NFTs carries risks such as buying counterfeit or mislabeled assets, assets with metadata decay vulnerability, assets on smart contracts with bugs, or assets that may become untransferable.

Holaplex reserves the right to hide NFTs that it suspects or believes may violate this Agreement, and such NFTs may become inaccessible on the Service. Holaplex is not liable for any claims resulting from the inability to access or view NFTs on the Service.

Holaplex has no responsibility for the NFTs purchased or stored through the Service. Holaplex does not investigate or guarantee the authenticity, originality, uniqueness, marketability, legality, or value of any NFT, nor does it represent, guarantee, or warrant the authenticity or legality of any NFT or any Original Offeror.

1Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Holaplex and the Holaplex Entities from and against all actual or alleged third party Claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, Content or NFTs, including, without limitation, any act or omission involving any third party in connection with the purchase, storage, or withdrawal of any NFTs hereunder; (b) any feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) the purchase, storage, or withdrawal of any NFTs. You agree to promptly notify Holaplex of any third-party Claims and cooperate with the Holaplex Entities in defending such Claims. You further agree that the Holaplex Entities shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND HOLAPLEX.

Disclaimers

The Service and Content contained therein are provided on an "as is" and "as available" basis without any warranties or conditions, whether express or implied. Holaplex and its suppliers do not warrant that the Service will meet your requirements, be available on an uninterrupted, timely, secure, or error-free basis, or be accurate, reliable, complete, legal, or safe. Holaplex disclaims all other warranties or conditions, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement as to the Service or any Content contained therein. Holaplex does not represent or warrant that Content on the Service is accurate, complete, reliable, current, or error-free. We will not be liable for any loss resulting from any action taken or taken in reliance on material or information contained on the Service. Although we attempt to make your access to and use of the Service and Content safe, we cannot guarantee that the Service, Content, or any NFT listed on our Service or our servers are free of viruses or other harmful components. We cannot ensure the security of any data you disclose online, and you accept the inherent security risks of providing information and dealing online over the Internet. We will not be responsible for any losses or liabilities you sustain as a result of your use of the Service, including any losses or damages arising from user error, server failure, corrupted digital wallet files, unauthorized access to applications, or any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing, or other means of attack against the Service or NFTs.

NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the blockchain platform. We do not guarantee that Holaplex or any Holaplex Entity can effect the transfer of title or right in any NFTs. We cannot and do not guarantee that any NFT will have or retain any inherent value, or that you will be able to sell or resell any NFT purchased through the Service.

Holaplex is not responsible for any losses or harms sustained by you due to vulnerabilities or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the NFTs. Holaplex is not responsible for casualties due to any delay or failure to report any issues with any blockchain supporting NFTs, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. Some jurisdictions may not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

Limited Liability

To the fullest extent permitted by applicable law, Holaplex shall not be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages arising from this Agreement, the Service, any items, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Holaplex has been advised of the possibility of such damages. Your access to, and use of, the Service is undertaken by you at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.

Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Holaplex arising out of or in any way related to this Agreement, your access to and use of the Service, Content (including your Content), or any NFTs purchased, stored, or withdrawn through the Service exceed the greater of (a) $100 or (b) the amount retained by Holaplex in the transaction or incident that is the subject of the claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Data Protection

Holaplex does not provide legal, tax, or financial advice, and nothing in this Agreement shall be construed as such. You acknowledge and agree that any information or materials provided by Holaplex, including any information regarding the Service or NFTs, is for informational purposes only and should not be relied upon for any purpose. You should consult your own legal, tax, or financial advisors before engaging in any transactions involving NFTs or the Service.

Holaplex reserves the right to modify or update this Agreement at any time in its sole discretion. You are responsible for reviewing this Agreement periodically to ensure that you are aware of any changes. Your continued use of the Service after any modifications to this Agreement will constitute your acceptance of such modifications. If you do not agree with any changes to this Agreement, your sole and exclusive remedy is to stop using the Service.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Holaplex's failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

This Agreement constitutes the entire agreement between you and Holaplex regarding the use of the Service and supersedes all prior agreements and understandings, whether written or oral, between you and Holaplex.

You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Holaplex, and any attempted assignment or transfer without such consent will be null and void. Holaplex may freely assign or transfer its rights and obligations under this Agreement without your consent.

This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Los Angeles and County of Los Angeles. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

20.Dispute Resolution; Arbitration

\Holaplex does not provide legal, tax, or financial advice, and nothing in this Agreement shall be construed as such. You acknowledge and agree that any information or materials provided by Holaplex, including any information regarding the Service or NFTs, is for informational purposes only and should not be relied upon for any purpose. You should consult your own legal, tax, or financial advisors before engaging in any transactions involving NFTs or the Service.

Please read the arbitration agreement in this Section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Service, to any products sold or distributed through the Service, to any NFTs, or to any aspect of your relationship with Holaplex, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or Holaplex may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at support@holaplex.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Holaplex will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND HOLAPLEX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.a (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.

Please read the arbitration agreement in this Section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@Holaplex.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in Section 17.e (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing us at support@Holaplex.com and expressly opting out of this Arbitration Agreement.

19. General

General

We reserve the right, at our sole discretion, to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you. This Agreement, and your access to and use of the Service, shall be governed by and construed and enforced in accordance with the laws of New York, without giving effect to any principles of conflicts of law. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York, New York. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. Whenever the word "including" or any derivative thereof is used herein, it shall be construed as if followed by the phrase "without limitation." If any term, clause, or provision of this Agreement is held invalid or unenforceable, then that term, clause, or provision will be severed from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of this Agreement. Your relationship with Holaplex is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without our prior written consent. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Holaplex and you and is not intended to confer third-party beneficiary rights upon any other person or entity.

20. Contact

Contact Information

Company name:

Holaplex Inc.

Mailing Address:

Holaplex Inc

1309 COFFEEN AVE STE 4320

SHERIDAN, WY 82801

Email:

support@holaplex.com