Invaluable Studios, Inc.is herein referred to as “IS.”The Terms of Use (the “Terms”) govern the platform that provides its users the opportunity to purchase, sell, collect, and utilize digital blockchain collectibles created or licensed by IS(the “Platform”). Acceptance to all of the Terms listed herein is a prerequisite for any and all usage of the services provided by the Platform. The Terms that you are accepting will control any use of the Platform. Your use of the Platform confirms your assent to being bound by the Terms. Any valid acceptance to the Terms is onlymade with valid legal authority. If youdo not have valid legal authority or are not of a legal age to accept the Terms on behalf of yourself or any other entity, then you are not permitted to access the Platform. Failure to effectively agree tothe Terms will result in you being prohibited from accessing the Platform.

The Terms should be reviewed before accepting such Terms and thereafter utilizing the Platform.

Continued use of the Platform after subsequent updates to the Terms confirms your assent to being bound by any new update.

Hereafter, you are to be referred to as a “User.”

1. Platform. The Platform allows the purchase, sale, collection, and utilization of specific collectible Non-Fungible Tokens (“NFT”) on the Matic blockchain network (the “Matic Network”). All transactions made through the Platform are confirmed by the Matic Network.
2. User Account. Use of the Platform requires the creation of a user account that is linked to an electronic wallet permitted by the Platform. Users shall provide all requested information so that their account is accurate and updated at all times. Users shall keep their account secure and are responsible for account security at all times. Unauthorized use of a user account is to be immediately reported by a User.
3. Transaction Types. Users may purchase, sell, earn, collect, showcase, and utilize NFTs supported by the Platform. Users can purchase NFTs: (i) directly from IS(“Primary Sales”); or (ii) from other Users (“Secondary Sales”). Users shall only sell their Owned NFT through the Platform to other Users. At IS’ discretion, Users may earn NFTs for free. Users may utilize purchased NFTs on the Platform through various Platform features including, but not limited to, potential Virtual worlds, leagues, franchises, and events.
4. Transaction Finances. All financial transactions that a User engages in through the Platform is conducted solely through the Matic Network. ISmaintainsno control over the transaction or payment, and thus maintain no liability for any claims or damages arising out of any transactions or payments made through the Platform. Further ISdoes not make refunds for any purchase made through the Platform.
1. Gas Fees. Each transaction on the Matic Network is accompanied by an additional fee referred to as a “Gas Fee.” Gas Fees are the fees to mint the NFT. Users shall pay a Gas Fee for each transaction made through the Platform.
2. Taxes. Users shall pay all taxes, duties, and assessments imposed by any governmental authority associated with your use of the Platform.This includes all local, state, federal, national, or other taxes. In order to determine tax obligations, Users shall accurately represent their location and tax status.
5. Platform. IS, or IS’ licensors, maintain legal title and interest in all elements of the Platform including all intellectual property rights. The Platform and its intellectual property rights are protected by legal protectionsincluding, but not limited to, copyright, trade dress, patent, andtrademark laws. IS’ copyrighted property and the property of their licensors, including, but not limited to, all trademarks, service marks, and trade names are proprietary to IS. User’s access and use of the Platform does not grant rights beyond those acquired through each specific NFT.
6. Intellectual Property. By way of owningan NFT throughthe Platform, Users, unless stated otherwise, do not gain any intellectual property rights to any photograph, video, art, design, drawings, or any other protected creation, associated with such NFT(“Protected Creation”). Unless expressly permitted to do, Users shall not: (a)reproduce, distribute, or otherwise commercialize any Protected Creation; (b) attempt to use or actually use any trademarks or service marks related to an NFT or to the Platform; (c) modify a Protected Creation in any way; or(d) use the Protected Creation in connection with media that depicts anything that could reasonably be found to be hate speech or infringing on another’s rights.
7. License. Upon owning an NFT on the Platform, ISgrantsa User a worldwide,non-exclusive, non-transferable, royalty-free license to use, copy, and display theNFT and the underlying ProtectedCreationfor a User’s personal, non-commercial use.Upon relinquishing ownership in an NFT, for any reason whatsoever, a User’s license for that NFT expires immediately.
8. User Conduct. Users shall only use the Platform for legal purposes conforming to the Terms. Users shall not: (a) distribute unlawful or objectionable content; (b) distribute viruses or anything of a similarly destructive nature; (c) distribute anything infringing on another’s intellectual property rights; (d) modify or reverse engineerany component of the Platform; (e) violate the law in any way; (f) useor access the Platform to create a product or service in competition with the Platform; (g) collect unauthorized information about, or otherwise harass, another User; (h) create automated or fraudulent accounts; (i) impersonate another person; (j) use a program to simulate human behavior of a User; (k) use simulated human behavior to engage any activity or transaction; (l) acquireNFTs through illegal or inappropriate means; (m) purchaseor sell User accounts; or (n) wrongfully acquire ownership to an NFT. If a User is found to have violated any User Conduct requirements, ISmay in their discretion, terminate the offending account, deem an offending transaction as void, retain acquired NFTs, or remove any NFTs from the Platform.
9. Assumption of Risk. The market for NFTs and collectible blockchain assets is volatile. There is no inherent value, and value is subjective. This causes fluctuations that may affect NFT value and cause value to change from the original value. Users understand and assume any such risk. Internet Currency comes with additional inherent risks and Users understand that ISis not responsible for any communication issues. The regulatory infrastructure surrounding blockchain technology, cryptocurrency, and tokens is another risk being assumed by Users, as it isuncertain as to how new regulations or policies may adversely affect the development of the ISecosystem. Furthermore, Users are responsible for determining the taxes that apply to their NFT-related transactions.
10. Termination. Users may terminate this Agreement by canceling their account on the Platform and discontinuing use of the Platform. ISmay terminate a User account orimpose discipline onaUser’s account on the Platform without prior notice. If ISterminates a User’s account for illegal activityor a breach of the Terms, ISmay pursue any other remedies at law or in equity.
11. Disclaimers. It is understood and agreed that a User’s access to and use of the Platform is at the User’s own risk, and that the Platform is provided “as is” without warranties. To the fullest extent permissible pursuant to applicable law, IS, IS’s subsidiaries, affiliates and licensors make no express warranties and hereby disclaim all implied warranties regarding the Platform and anypart of it, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. The User accepts the inherent security risks of providing information and dealing online over the internet andagree that IShas no liability or responsibility for any breachof security,unless due to gross negligence. ISis not liable for any losses incurred as aresult of the use of the Matic Network, or any electronic wallet. NFTs are intangible digital assets existing only by virtue of ownership records maintained in the Matic Network. All smart contracts are conducted and occur on the decentralized ledger within the Matic Network. ISmaintain no control over and make no promises with respect to smart contracts. ISare not responsible for losses due to blockchains or any other features of the Matic Network or any electronic wallet.
12. Limitation of Liability. It is expressly understood and agreed thatIS, their parent, subsidiaries, affiliates, and licensors will not be liable to Users or to any third-party for any indirect, incidental, special, consequential, or exemplary damages which may be incurred however caused and under any theory of liability, including without limitation, any loss of profits, loss of goodwill, loss of data, cost of procurement of substitute goods, diminution of value or any other intangible loss even after notice of the potential of any damages. Users agree that the total, aggregate liability to Users for any and all claimsarising out of or relating to the Terms or use of the Platform is limited to the amountactually and lawfully paid under the Terms in the ninety days preceding the date the claim arose.
13. Indemnification. User agrees to hold ISharmless and to indemnify IS, their parents, subsidiaries, officers, agents, employees, licensors, contributors, partners, or advertisers from any claim, liability, damage, loss, judgement, attorney fees, or litigation cost arising out of use of the Platform, breach of the Terms, or violation of laws or regulations.
14. Dispute Resolution. All disputes arising under the Terms or use of the Platform are governed by the laws of New York, without regard to conflict of laws principles. The Parties are to submit disputes to binding arbitration in Nassau County, New York before a single arbitrator of the American Arbitration Association. Users agree to give up any rights to litigate claims in a court, any right to have a trial by jury, or participate as a member of a class of claimantsin a lawsuit.
15. Notices. ISmay provide Userswith notices by email. By providing anemail address, Usersconsent to ISusing the email address to send any notices. Notices sent by email will be effective when ISsend the email.
16. Severability. Any provisions of the Terms which are prohibited or unenforceable in a particular jurisdiction are, as to such jurisdiction, considered ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction is to not invalidate or render unenforceable such provision in any other jurisdiction.
17. Assignment. Neither the Terms nor any of the duties or obligations hereunder may be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this provision is considered null and void. The Terms are binding upon execution and inure to the benefit of the Parties and their permitted heirs, successors, executors, and permitted assigns.
18. Governing Law. The Terms aregoverned and interpreted in accordance with the law of the United States of America and the law of the State of New York.