Web3 Audience Platform Terms of Use Last updated: October 9, 2023

Terms Of Use

The following Terms of Use (the "Terms of Use" or the "Terms") apply to the websites offered by Web3 Audience Inc. and/or its subsidiaries (collectively, "Web3 Audience", "we", "us" or "our") as well as the associated services (such websites and services, including the Services (defined below), collectively referred to as the "Web3 Audience Sites" or the "Sites").

These Terms govern your use of and access to the Sites; including without limitation

(i) the purchase, sale, exchange, creation, or modification of certain digital assets and

(ii) our online and/or mobile services, and software provided on or in connection with those services (collectively, the "Services").

These Terms of Use may from time to time be supplemented, modified or replaced by new or additional terms and conditions.

By using the Sites, you represent and warrant that you are at least 18 years of age or the age of majority, whichever is older, in your state and/or country of residence. If you are not, you must not access or use the Sites.

Please read these Terms of Use carefully. This is a legal agreement between you and Web3 Audience that, among other things, explains your rights and obligations related to your use of the Sites and related content. You are deemed to have accepted the application of these Terms of Use at the time you log in or, where no special log in is required, at the time you start using or accessing a Web3 Audience Site. By accessing the Sites or any related content, you are agreeing to be bound by these Terms. We are only willing to make the Sites available to you if you accept all of these Terms. By using the Sites, you are confirming that you understand and agree to be bound of all these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to accept these Terms on that entity’s behalf, in which case "you" will mean that entity. If you do not have such authority, or if you do not accept all of these Terms, then we are unwilling to make the Sites available to you.

If you do not or cannot agree to these Terms or the Privacy Policy (as defined below), you must not access or use the Sites. Before you continue, you should print or save a local copy of these Terms for your records.

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Sites may be governed by rules or terms that are separate from these Terms of Use (such rules or terms "Other Terms"). If you participate in any Promotions, please review the applicable Other Terms. If the Other Terms conflict with these Terms of Use, the Other Terms will control with respect to the subject matter to which such Other Terms apply.

Intellectual Property Rights

© 2023 Copyright Web3 Audience, Inc. All rights reserved.

TThe Web3 Audience Sites and their respective content, including, but not limited to all information, software, text, displays, web pages, programs, graphics, illustrations, audio, videos, scripts, texts as well as the arrangement of same on the Sites are subject to United States and international copyright, trademark, patent, and trade secret protection and all other laws protecting intellectual property or proprietary rights.

The content of the Web3 Audience Sites may not be used for commercial, business and/or public purposes; it may not be copied, distributed, modified or made accessible to third parties. Any copies made of the content must contain a Web3 Audience copyright notice. Notices of protected rights may not be removed.

Unless provided otherwise, all trademarks on the Sites are protected trademarks of Web3 Audience or one of its licensors. This applies to brands, collection labels, logos and emblems.

No License

You are not granted any license, express or implied, or any other right to use the content of any Web3 Audience Sites unless you first obtain the written consent of Web3 Audience or the respective licensor. Any improper use of the content is strictly forbidden and Web3 Audience may institute civil and criminal proceedings in relation to any improper use. Information Sent to Web3 Audience

All text, content, files, communications, feedback, comments, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Services or through tools or applications we provide for posting or sharing such content or that you otherwise send to or make available to Web3 Audience ("Information Sent") may be treated by Web3 Audience as non-confidential. Web3 Audience will be entitled to use and exploit the Information Sent free of charge, and without any obligation of accounting. By submitting, posting or displaying Information Sent on or through the Services, you grant us a worldwide, non-exclusive, sublicensable, royalty-free, fully paid up license to use, copy, modify, publish, perform, display and create derivative works of the Information Sent, for our lawful business purposes, including for providing, promoting or improving the Services. For the avoidance of doubt, we do not claim ownership in any Information Sent.

Liability for Information Sent

You are solely responsible for your use of the Services and for any Information Sent, including compliance with applicable laws, rules, and regulations. We take no responsibility for the information posted or listed by you via the Services. You will be liable for ensuring, and you hereby represent and warrant, that (i) none of the Information Sent violates the rights of third parties, including, but not limited to, copyrights, trademarks, patent rights, business secrets, privacy or other personal rights or intellectual property rights and (ii) you have all rights, licenses, consents, permissions, power and/or authority necessary to send to or otherwise make available to Web3 Audience the Information Sent, including to grant the rights granted herein for any Information Sent.

Take-down Notices

Web3 Audience reserves the right to remove content without prior notice. Web3 Audience will take down works in response to formal infringement claims and will terminate a user’s access to the Services if the user is determined to be a repeat infringer.

If you believe that your content has been copied in a way that constitutes copyright infringement or if your likeness has been used in a way that violates your rights, please notify us immediately. For Web3 Audience to respond, please report this by contacting our designated agent at:

Web3 Audience, Inc.
407 Lincoln Rd, 8th Flr,
Miami Beach, Florida 33139

Such notifications must provide the following information:

(i) a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner or the person or estate affected;

(ii) a clear identification of the copyrighted work that is claimed to be infringing or violating, including, if possible, a URL representing a link to the material on any of the Sites;

(iii) information sufficient to permit Web3 Audience to contact the complainant, such as email address, physical address, and/or telephone number;

(iv) a statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the copyright owner, the person or estate affected, their agent, or under the law; and

(v) a statement, made under penalty of perjury, that the above information is accurate, and the complainant is authorized to act on behalf of the copyright owner or the person or estate affected.

Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide to Web3 Audience may be shared with third parties, including the person who provided Web3 Audience with the allegedly infringing material. Upon receipt of a bona fide infringement notification by our designated agent, it is our policy to remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the service. If you believe that your content should not have been removed for alleged copyright infringement, you may send our designated agent a written counter-notice with the following information:

(i) identification of the copyrighted work that was removed, and the location on the Services where it would have been found prior to its removal;

(ii) a statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and

(iii) your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by our designated agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in ten 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

User Behavior

You are prohibited from using, and agree that you will not use, the Web3 Audience Sites to

(i) inflict damage on people (including minors) or violate their rights of personality;

(ii) behave in a manner that violates public policy;

(iii) send content that is libelous, defamatory, obscene, insulting, pornographic or which glorifies violence or invades the privacy of another person;

(iv) infringe intellectual property rights or other proprietary rights;

(v) engage in any unlawful purpose or promote illegal activities;

(vi) publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer;

(vi) attempt to, or harass, abuse or harm another person or group;

(vii) use the Services from a country sanctioned by the government of the United States;

(viii) use the Services to participate in fundraising for a business, protocol, or platform; or

(ix) reverse engineer any aspect of the Sites or Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Services, area or code of the Sites or Services. You further hereby agree that you will not

(i) use another user’s account without permission,

(ii) provide false or inaccurate information when registering an account on the Sites,

(iii) interfere or attempt to interfere with the proper functioning of the Sites,

(iv) make any automated use of the Sites,

(v) take any action that we determine imposes or potentially imposes an unreasonable or disproportionately large load on our servers or network infrastructure,

(vi) bypass any robot exclusion headers or other measures we take to restrict access to the Sites,

(vii) use any software, technology, or device to scrape, spider, or crawl the Sites or harvest or manipulate data;

(viii) circumvent, disable or otherwise interfere with any security-related features of the Sites or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service. User activities which are aimed at disabling any Web3 Audience Sites or at least making their use more difficult are forbidden and may lead to Web3 Audience instituting civil or criminal proceedings.

You are also prohibited from using the Web3 Audience Sites for any purpose that is unlawful. You are not permitted to register third parties at Web3 Audience Sites for a subscription to a newsletter or similar publication without their knowledge and express consent.

Web3 Audience may block your access to any Web3 Audience Sites at any time, including, but not limited to, when you breach your duties under these Terms of Use.

Registration and Password

Some Web3 Audience Sites may be password protected or some Sites that were previously freely accessible may now or from time to time require that you register. You have no right to demand that Web3 Audience register you. Web3 Audience may at any time revoke your login authorization or credentials, and block your login data for any reason or for no reason (and without notification to you that it has done so), including, but not limited to, where (i) you made a false statement at the time you registered, (ii) you violated the law when using any Web3 Audience Sites or (iii) you have, for an extended period of time, not used any Web3 Audience Sites.

All information that you supply when registering must be truthful and accurate and you must notify Web3 Audience without delay of any changes which subsequently affect the information supplied.

Wallet and Non-fungible tokens

Transactions that take place on the Sites are managed and confirmed via certain decentralized blockchain protocols, such as Ethereum, and other protocols now in existence or that may be developed. You understand that your public address for the applicable blockchain will be made publicly visible whenever you engage in a transaction on the Sites.

We do not own or control any third party blockchain wallet application, including those that you may use with the Sites (e.g., MetaMask, Certhis), any networks associated with any blockchain protocols, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Sites or for anything else. We are not and will not be liable (i) for the acts or omissions of any such third parties, (ii) for the operation, use or performance of any such site, product or service, or (iii) for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. These Terms of Use do not govern use of such third party sites, products or services, and you should review the applicable terms and policies, including privacy and data gathering practices, of such third party sites, or that apply to such products or services.

You are responsible for the security of your account on the Sites and your blockchain wallets (including all private keys related thereto).

You accept and acknowledge:

(i) There is no and can be no guarantee or assurance of the uniqueness, originality or quality of any non-fungible token. Without an express legal agreement between the creator and purchaser of a non-fungible token, there cannot be any guarantee or assurance that the purchase or holding of such non-fungible token gives you or anyone else any license to or ownership of the contents thereof, including any intellectual property associated therewith or any other right or entitlement thereto.

(ii) The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value and volatility of your non-fungible tokens. We cannot guarantee the value of your non-fungible tokens. The purchase of non-fungible tokens includes the risk of loss of some or all of the original purchase price, and by purchasing non-fungible tokens on the Sites, you acknowledge and accept such risk.

(iii) You are solely responsible for determining what, if any, taxes apply to your digital asset transactions. We are not responsible for determining the taxes that apply to non-fungible token transactions.

(iv) A lack of use or public interest in the creation and development of distributed ecosystems generally, or non-fungible tokens more specifically, could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of non-fungible tokens.

(v) The regulatory regime governing blockchain technologies, cryptocurrencies, distributed ecosystems, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of crypto assets, including non-fungible tokens. We cannot guarantee that your use of the Sites or continued use of the Sites will be unaffected by the regulatory regime (or changes in the regulatory regime) that applies in your (or our) jurisdiction.

You acknowledge and agree that, except as may otherwise be expressly provided in the smart contract associated with the purchase of a non-fungible token on the Sites, such purchase conveys you no intellectual property rights of any kind in or to the artwork, content or other data or asset to which the non-fungible token links or otherwise directly or indirectly relates.

Holding Non-Fungible Tokens for Your Benefit

We may, in our discretion, agree at your request to hold as a gratuitous bailment for your benefit non-fungible tokens acquired by you through your account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw such non-fungible tokens or we may terminate such holding arrangement and notify you of our determination to transfer such non-fungible tokens to you. In either case, you will notify us, pursuant to process described in the "Notifications in Electronic Form" section below, of a public blockchain address to which you instruct us to transfer specified non-fungible tokens. By notifying us of such public blockchain address, you agree that you are representing to us that the holder of such address is not directly or indirectly a Prohibited Party (as defined below). We reserve the right to refuse or otherwise block such transaction if we determine, in our sole discretion, that the receiving public blockchain address is owned or controlled, directly or indirectly, by a Prohibited Party (as defined below).

While we will segregate your non-fungible tokens using ledgers and related records maintained by us, we have no obligation to segregate, on separate public blockchain addresses, your non-fungible tokens from non-fungible tokens owned by other users or by Web3 Audience. You acknowledge and agree that we own all rights in and to the public blockchain address(es) on which we hold such non-fungible tokens for you or the private cryptographic key(s) associated therewith, and you only have rights in your non-fungible tokens held by us for you.

Third Party Links

In connection with your use of the Sites, you may be provided with links to third party sites or services, as well as other content or items belonging to or originating from third parties ("Third Party Sites"). We have no control over Third Party Sites or the promotions, materials, information, goods or services available on such Third Party Sites. Such Third Party Sites are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Sites. If you decide to leave the Sites and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Sites to which you navigate from the Sites or relating to any applications you use or install, or content you download, from the Third Party Sites.

Changes / Improvements

Web3 Audience reserves the right to amend these Terms of Use as well as to modify the content and structure of any Web3 Audience Sites at any time. The right reserved above will also include the right to make certain offerings and services subject to payment or to discontinue any or all of the Sites, including the Services, entirely.

Geographic Restrictions

The Web3 Audience Sites are operated by Web3 Audience, Florida, USA and/or its subsidiaries. We are also responsible for the individual pages of the Web3 Audience Sites. The web pages comply with the requirements in the country in which the responsible company has its domicile. Web3 Audience assumes no responsibility for the fact that information and/or content made available on the Web3 Audience Sites can be accessed or downloaded at places outside of the relevant country. Where users access the Web3 Audience Sites from places outside of the relevant country, they will bear sole responsibility for compliance with the pertinent laws of such country.

Those individuals located outside of the United States are not permitted to access the Sites. We make no claims that the Sites or any of their content is accessible or appropriate outside of the United States. Access to the Sites may not be legal by certain persons or in certain countries. If you access the Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

You are not, (and, if you represent an entity, such entity is not owned or controlled by any other person who is), and are not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the lists maintained by the United Nations Security Council, the United States government (including the United States Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union or its member states, or the government of your home country (each such person, a "Prohibited Party"). You are not, (and, if you represent an entity, such entity is not owned or controlled by any other person who is), and are not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the United States maintains economic sanctions or an arms embargo. None of the funds you may use to access or participate in the Sites or acquire non-fungible tokens are derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

Notifications in Electronic Form

For contractual purposes, you:

(a) consent to receive communications from us in an electronic form via the email address you have submitted when registering (or any updated email address you may provide as an update to your account settings at the proper location on the Sites); and

(b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address to send you other messages, including information about the Sites, the Services and special offers. You may opt out of such email by using the "Unsubscribe" link in the message, or by sending an email to [email protected]. Opting out may prevent you from receiving messages regarding the Sites, including the Services or special offers.

Communications made through the Service’s email and messaging system will not constitute legal notice to the Sites, the Services, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

California Residents

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov http://www.dca.ca.gov.

Privacy Policy

For information about our data protection practices, please read our privacy policy available at https://fiatpass.fiatusa.com/privacy. This policy explains how we treat your personal information, and how we protect your privacy when you use the Sites and the Services. You agree to the use of your data in accordance with our privacy policy.

Anti-Money Laundering

Web3 Audience expressly prohibits and rejects the use of the Sites or the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations. By using the Sites or the Services, you represent that you are not involved in any such activity.

Limitation of Liability

You are responsible for all your actions on or in connection with the Web3 Audience Sites. Web3 Audience strives to ensure that these Sites are administered and maintained with due care. Nonetheless, Web3 Audience does not warrant that the information contained on the Web3 Audience Sites is complete or accurate, or that access to the Web3 Audience Sites will be uninterrupted or error-free. Furthermore, it disclaims any liability for lost, damaged, corrupted or deleted downloads.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF WEB3 AUDIENCE AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU OR ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You hereby agree that Web3 Audience and its affiliates and their respective shareholders, directors, officers, employees, representatives, agents, contractors, customers and licensees (collectively, the "Indemnified Parties") shall have no liability whatsoever for, and you shall indemnify and hold harmless the Indemnified Parties from and against, any and all claims, losses, damages, liabilities, costs and expenses (including reasonable lawyer’s fees) arising from, in connection with or related to:

(a) any use you make of the Sites;

(b) your relationships or interactions with any other users of the Sites;

(c) Information Sent;

(d) your breach of these Terms or

(e) your gross negligence, wilful misconduct or fraud.

Governing Law; Dispute Resolution

These Terms shall be governed by and construed and interpreted in accordance with the laws of the state of Delaware irrespective of the choice of laws principles of the state of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Sites or Services may be available in other jurisdictions, you hereby acknowledge and agree that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Web3 Audience in any forum outside the State of Delaware. Settlement Negotiations. If you have a potential legal dispute, claim or cause of action against Web3 Audience, you shall first (prior to initiating any litigation proceedings) contact Web3 Audience by sending an email to [email protected] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Web3 Audience, you shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this section titled "Governing Law; Dispute Resolution"

Severability

In the event that any provision of these Terms of Use, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (i) the remainder of these Terms of Use, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (ii) Web3 Audience shall have the right to modify these Terms of Use so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

Entire Agreement

These Terms of Use constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

October 9, 2023