Terms of service and distribution

These terms and conditions constitute a legally binding agreement (“Agreement” or “Terms”) between you (“you,” “your,” and similar forms) and Pearproof, Inc. (“Pearproof,” we,” “us,” or similar forms), governing (a) your use of the website located at www.pearproof.com and embedded applications (“Website”) and (b) your receipt of NFTs as part of one or more of Pearproof's NFT Drops (“NFT Drop” and “Pearproof NFTs”) (collectively, the Website, NFT Drop, and Pearproof NFTs are referred to as “Services”). By using any Services and by accepting this Agreement, including by signing up for any NFT Drop, through participation in a proof of attendance protocol requiring acceptance of this Agreement, receipt of Pearproof NFTs, or otherwise, you expressly acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not understand or agree to the terms of this Agreement, you may not use the Services or receive Pearproof NFTs.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE OR BEFORE RECEIVING, TRANSFERRING, OR SELLING PEARPROOF NFTS. IF YOU ARE ACCEPTING THIS AGREEMENT 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.

NOTE: THIS AGREEMENT CONTAINS PROVISIONS LIMITING LIABILITY AND REQUIRING YOU AND ANY SUBSEQUENT HOLDER OR PURCHASER OF PEARPROOF NFTS TO SUBMIT ANY DISPUTES WITH PEARPROOF PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES TO ARBITRATION ON AN INDIVIDUAL BASIS AND TO WAIVE ALL RIGHTS TO BRING SUCH DISPUTES IN COURT, BEFORE OR A JURY, OR AS A CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. BY USING THE SERVICES OR HOLDING OR RECEIVING ANY PEARPROOF NFTS YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE DISPUTE RESOLUTION AND ARBITRATION, LIMITATION OF LIABILITY AND DISCLAIMERS SECTIONS, AS WELL AS THE ENTIRETY OF THIS AGREEMENT.

We may modify these Terms. Please review the “Last Updated” date at the top of these Terms to see the date of last revision. You agree to periodically review these Terms for updates and revisions and agree to be bound by any such updates and revisions. We may notify you separately of updates and revisions, but such notifications are not a precondition to your agreement to them.

1. Definitions.

   1. “Art” means any art, graphics, images, designs, logos, taglines, videos, music, photographs, or other content and intellectual property of any kind that may be associated with a Pearproof NFT that you acquire.
   2. “Creator” means any creator, owner, or licensor of Art, including Pearproof.
   3. “Licensed NFT” means a Pearproof NFT that you own, including by virtue of receipt without compensation from Pearproof (“Airdrop”) or purchase in a secondary sale.
   4. “Licensed Rights” with respect to a Licensed NFT, for which you are the current rightful owner, has the definition and meaning described in Section 4(a).
   5. “Name and Likeness” means names, nicknames, images, likenesses, marks, copyrights, trade dress, and all other intellectual properties of Pearproof and the Pearproof Parties.
   6. “Pearproof NFT” means a blockchain-based non-fungible token (“NFT”), distributed as part of the NFT Drop, that conveys a limited license, set forth in Section 4(a), to specific associated Art, which may be initially described in a uniform resource indicator embedded in the NFT or on a Pearproof web platform.
   7. “Pearproof Parties” means Pearproof, Creators, and each of their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors, and employees.

2. NFT Drop.

   From time to time, Pearproof may conduct NFT Drops. Pearproof does not guarantee the number, frequency, or continued availability of NFT Drops and Pearproof may decide to cease conducting NFT Drops at any time. To participate, or to have an opportunity to participate, in the NFT Drops, you must have an existing and valid Pearproof account or you must create a free Pearproof account using a valid email address, in each case you will be required to login with your Pearpop credentials. In addition, you must have or must setup a valid blockchain address, including through a Phantom, Torus or other Solana-compatible wallet that is able to receive and hold Pearproof NFTs (a “Wallet”).

   Pearproof will announce NFT Drops, if any, in an email to eligible Pearpop account holders (each, an “Email Announcement”). Each NFT Drop will begin at the time that the Email Announcement is sent and will end the earlier of: (i) when the “Cap” (as defined below) is reached; or (ii) at 11:59PM PST on the date that is one (1) calendar week after the Email Announcement is sent (the “NFT Drop Period”). Each NFT Drop will contain a limited number of Pearproof NFTs that are available (the “Cap”); the Cap for each NFT Drop will be included in the Email Announcement. The Email Announcement will contain a link to the Website where eligible users can claim a free Pearproof NFT through the Website. During the NFT Drop Period eligible entrants who click the link up to the Cap will receive one free Pearproof NFT, on a first come, first serve basis. Only one Pearproof NFT may be claimed per Pearproof account. The Pearproof NFTs will be delivered to each eligible user's Wallet. Once a Pearproof NFT is delivered to a user's Wallet, it will be a “Licensed NFT” and use will be subject to these Terms. All Pearproof NFTs are available while supplies last only.

3. Ownership.

   1. You acknowledge and agree that Pearproof or the Pearproof Parties (or as applicable, their licensors) own all legal right, title, and interest in and to the Art and the Name and Likeness as well as all intellectual property rights therein. The rights that you have in and to any Licensed NFT and Art are limited to those expressly stated in Section 4 of this Agreement. The Pearproof Parties and its licensors reserve all rights and ownership in and to any Licensed NFT, Name and Likeness, and Art not expressly granted to you in Section 4.
   2. You acknowledge and agree that, subject to Section 4, Pearproof owns all legal right, title, and interest in and to all other elements of the Services and all intellectual property rights therein, including, without limitation, all content, designs, information, “look and feel,” organization, compilation of the content, data, and all other elements of the Services (collectively the “Service Materials”). You acknowledge that the Service Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Service Materials are copyrighted property owned or otherwise controlled by Pearproof or its affiliates, and all trademarks, service marks, and trade names associated with the Services or otherwise contained in the Service Materials are proprietary to or otherwise controlled by Pearproof.
   3. Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights with respect to any Service Materials or any other content, data, or other materials that you may access on or through the Services. Pearproof reserves all rights in and to the Service Materials not expressly granted to you in this Agreement.

4. Rights.

   1. Your Licensed Rights (“Licensed Rights” or “License”). You acknowledge and agree that the Licensed NFTs are made available solely as collectibles for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement, Pearproof grants to you, for as long as you own a Licensed NFT, a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable (except as specifically provided below in Section 4(b)), royalty-free (except as provided below) license to access, view, and display the Art for any Licensed NFTs solely for the following purposes: (i) your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Licensed NFTs, provided that the marketplace cryptographically verifies each Licensed NFT owner's rights to display the associated Art to ensure only the actual owner can display the Art; or (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Licensed NFT, provided that the website or application cryptographically verifies each Licensed NFT owner's rights to display the associated Art to ensure only the actual owner can display the Art.
   2. Permissible Transfers of Your Licensed NFT. You have the limited right to transfer any Licensed NFT, provided that (i) the initial and all subsequent transferees accept all terms of this Agreement; (ii) you ensure that percentages of the resale price, which may be up to ten percent (10%), are transmitted to Pearproof and other third-party wallet addresses as royalties as specified in the Licensed NFT smart contract and sell Licensed NFTs only on platforms that enforce such royalty instructions; (iii) you have not breached this Agreement or any terms incorporated herein; and (iv) prior to the transfer your license to the Licensed NFT has not been terminated. You acknowledge and agree that the foregoing amounts payable to Pearproof under this Section are exclusive of any additional fees imposed or required by the platform through which you are transferring the Licensed NFT. In addition, you are solely responsible to pay any and all sales, use, value-added, and other taxes, customs, import or export, or other duties and assessments, as well as any amounts levied in lieu thereof now or hereafter claimed or imposed by any national, supranational, federal, state, local, or other jurisdiction associated with receipt, transfer, purchase, or sale of any Pearproof NFT.
   3. By virtue of accepting this Agreement, including by signing up for the NFT Drop, through participation in a proof of attendance protocol requiring acceptance of this Agreement, receipt of Pearproof NFTs, or otherwise, you agree to allow Pearproof to Airdrop Pearproof NFTs into your blockchain wallet or address, and such Pearproof NFTs shall be subject to the Terms of this Agreement, including the Licensed Rights.
   4. The License granted in Section 4(a) above applies only to the extent that you continue to own the applicable Licensed NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Licensed NFT for any reason, the License granted in Section 4(a) above will immediately expire and transfer with respect to that Licensed NFT and associated Art without the requirement of notice, and you will have no further rights in or to the Art associated with the Licensed NFT.

5. Conditions of Use and Prohibited Activities.

   1. You agree that you are responsible for your own conduct while accessing the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.
   2. Without limiting the foregoing, you warrant and agree that your use of the Services will not (and will not allow any third party to), in any manner: (i) involve the sending, uploading, distributing, or disseminating of any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) involve the uploading, posting, transmitting, or otherwise making available through or in connection with the Services any content that infringe the intellectual property rights of any party; (iv) involve using the Services to violate the legal rights (such as rights of privacy and publicity) of others; (v) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering); (vi) involve interfering with other users' enjoyment of the Services; (vii) involve interfering with, damaging, disabling, disrupting, impairing, creating an undue burden on, or gaining unauthorized access to the Services, including Pearproof servers, networks, or accounts; (viii) involve exploiting the Services for any unauthorized commercial purpose; (ix) involve modifying, adapting, translating, or reverse engineering any portion of the Services; (x) involve removing any copyright, trademark, or other proprietary rights notices contained in or on the Services, in whole or in part; (xi) involve reformatting or framing any portion of the Services; (xii) involve covering, removing, disabling, or obscuring advertisements or other portions of the Services; (xiii) involve displaying any content on the Services that contains any hate-related or violent content or contains any other material, products, or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights; (xiv) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Services, or to collect information about it users for any unauthorized purpose; (xv) involve accessing or using the Services for the purpose of creating a product or service that is competitive with any of our products or services; (xvi) involve engaging in commercial activity (including but not limited to advertisements or solicitations of business; sales; contests; sweepstakes; creating, recreating, distributing, or advertising an index of any significant portion of the Website or its content; or building a business using the Website or its content); (xvi) involve creating, distributing or selling derivatives of Pearproof NFTs; (xviii) involve abusing, harassing, or threatening another user of the Services or any of our authorized representatives, customer service personnel, moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or (xix) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening, or vulgar language when communicating with another user of the Services or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (each, a “Category A Prohibited Activity”).
   3. Without limiting the foregoing, you warrant and agree that your use of the Services will not (and will not allow any third party to), in any manner: (i) access the Services by automated means or under false or fraudulent pretenses; (ii) involve the impersonation of another person (via the use of an email address or otherwise); (iii) involve using, employing, or operating “bots” or other similar forms of automation to engage in any activity with respect to the Services; (iv) otherwise involve or result in the wrongful seizure or receipt of any Website content or Art (each, a “Category B Prohibited Activity”).
   4. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account, freeze your Licensed NFT, or delete or disassociate Art associated with your Licensed NFT. In any such event, if you purchased the Licensed NFT in a subsequent sale, you will not receive a refund of any amounts you have paid for such Licensed NFT. We may also impose limits on certain features and services offered on the Website or restrict your access to parts or all of the Website without notice, and we have no liability to you for any such limitations or restrictions.
   5. Notwithstanding the foregoing, if we reasonably believe that you are engaged in any of the Category B Prohibited Activities, in addition to our right to immediately suspend or terminate your access to the Services and delete or disassociate Art associated with your Licensed NFTs, or freeze such Licensed NFTs, we also reserve the right, at our sole and absolute discretion, without notice or liability to you, to take any or all of the following actions: (i) cancel or reverse any transaction that took place via or as the result of such activities, and (ii) immediately confiscate any Licensed NFTs acquired as the result of such activities.

6. Restrictions on Use of NFTs.

   1. You agree that you may not, nor permit any third party to do or attempt to do any of the following without prior written consent from Pearproof in each case: (i) modify any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFTs to advertise, market, or sell any product or service or engage in any commercial activity; (iii) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and nonprescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort services, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions, or political campaigns or causes; (iv) use any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFTs in movies, videos, or other forms of media, except solely for your own personal, noncommercial use; (v) sell, distribute for commercial gain (including, without limitation, free transfer in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT; (vi) attempt to trademark, copyright, or otherwise acquire any intellectual property rights not provided herein or to any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT; or (vii) otherwise utilize Art from any Licensed NFT for any commercial benefit.
   2. To the extent that any Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT contains the intellectual property of any third parties, you understand and agree as follows: (i) you will not have any right to use such third-party intellectual property in any way except as incorporated into the Art and subject to the license and restrictions contained herein; (ii) depending on the nature of the license granted from the owner or licensor of any such third-party intellectual property, Pearproof may need to pass through additional terms and restrictions on your ability to use the Art; (iii) to the extent that Pearproof informs you of such additional restrictions in writing (including electronically), you will be responsible for complying with all such restrictions from the date you receive such notice, and any failure to do so will constitute a breach of this Agreement.

7. Termination of Services.

   1. You agree that we, in our sole discretion and for any or no reason, may terminate this Agreement and suspend or terminate your account(s) for any one or more of the Services (including, for the avoidance of doubt, your access to the Art) without the provision of prior notice. You agree that we will not be liable to you or to any third party for any such suspension or termination.
   2. If we terminate this Agreement or suspend or terminate your access to the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, engagement in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or equity.
   3. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services. You waive and hold all Pearproof Parties harmless from any and all claims resulting from action taken by any Pearproof Parties relating to investigations by either us or law enforcement authorities.
   4. The provisions of these Terms that by their nature and the context in which they appear would reasonably be expected to survive termination or expiration of these Terms will do so.

8. Termination of License.

   The Licensed Rights granted to you hereunder shall automatically terminate and all rights shall return to the Pearproof Parties if at any time: (i) you sell, trade, donate, gift, transfer, or otherwise dispose of any Licensed NFT in a manner not compliant with Section 4(b); (ii) you breach this Agreement; (iii) you use the Licensed NFT, Name and Likeness, or Art associated with any Licensed NFT in a manner that violates applicable law or the rights of third parties or is otherwise wrongful.

9. DISCLAIMER OF WARRANTIES.

   YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE PEARPROOF PARTIES MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES REGARDING THE SERVICES AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PEARPROOF PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; (III) DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE; (IV) THE SERVICES OR ANY ART, CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE DISCLAIM ALL EQUITABLE REMEDIES.

   YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

   WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, SEED PHRASES, OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR ANY BLOCKCHAIN WALLET OR ADDRESS.

   NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON A DIGITAL LEDGER THAT IS DECENTRALIZED OR MANAGED BY A THIRD PARTY. ALL SMART CONTRACTS ARE DEPLOYED TO AND OCCUR ON THE DIGITAL LEDGER. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE CONTINUED FUNCTIONING OVER ANY BLOCKCHAIN OR DIGITAL LEDGER, INCLUDING THOSE ASSOCIATED WITH THE LICENSED NFTS.

   WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO MALFUNCTION, DELAY, DISUSE, OR OTHER FAULT OF BLOCKCHAINS OR ANY OTHER PUBLIC NETWORK OR ANY ELECTRONIC WALLET. BLOCKCHAIN FORKS OR SIMILAR ACTIONS MAY RESULT IN MULTIPLICATION OF LICENSED NFTS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO DETERMINE WHICH BLOCKCHAIN FORK REPRESENTS THE DIGITAL LEDGER ASSOCIATED WITH ANY LICENSED NFTS.

10. Limitation of Liability.

    YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PEARPROOF PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED OR ARISING AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PEARPROOF PARTIES' AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO TEN DOLLARS ($10.00).

    YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.

11. Assumption of Risk.

    1. In receiving, using, selling, transferring or purchasing any Licensed NFTs or associated Art, you assume the following risks: (i) there may exist no market or other means to transfer or sell your Licensed NFTs; (ii) to the extent a market or price for your Licensed NFTs exists, any sale or resale prices may be volatile and unpredictable, depending on factors such as supply and demand, and no particular price can be guaranteed, promised, or expected; (iii) the market or other resale price of your Licensed NFTs may be materially impacted or diminished by innumerable variables, including publicity or events concerning the Pearproof Parties or their brands; (iv) there are risks associated with using and purchasing NFTs and other blockchain-based assets, including, but not limited to, the risk of hardware, software, Internet, and blockchain malfunctions, failures, delays, or downtime, the risk that third parties may obtain unauthorized access to your Licensed NFTs or to any wallets, private keys, or other security devices securing your Licensed NFTs, and the Pearproof Parties will not be held liable for any unauthorized access or theft of your Licensed NFTs resulting from your failure to secure them; (v) the Pearproof Parties cannot guarantee the continued availability of the Licensed NFTs or the Art on the Internet or that they will continue indefinitely to host the Art at any specific location or for any specific period of time; (vi) upgrades or changes to one or more blockchains, including forks, may have adverse impacts on the value, resale price, and functionality of Licensed NFTs; (vii) the Pearproof Parties cannot guarantee and make no promises concerning the continued availability, viability, or functionality of any third-party platform, software, or device, including wallet providers, NFT platforms, or cryptocurrency exchanges; (viii) theft, compromise, or loss of any wallets, private keys, seed phrases, or other security devices securing your Licensed NFTs may lead to their loss; (ix) blockchain transactions may be irreversible, and you bear the risk that unintended, unauthorized, or accidental transfers of your Licensed NFTs may be irreversible, leading to the loss of your Licensed NFTs; (x) the general risks of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (xi) the risk that various laws, whether in current form, amended form, or new form, as currently interpreted or as interpreted in the future, particularly governing blockchain and blockchain-based assets and technologies, may materially impact or eliminate the value, price, or functionality of your Licensed NFTs; (xii) receipt, use, resale, purchase, or other actions concerning your Licensed NFTs may subject you to various taxes, for which you agree to be solely responsible; (xiii) NFTs and blockchain-based assets may not be considered legal tender by any government; and(xiv) the Pearproof Parties have no control over and are not responsible or liable for your interactions or transactions with third parties, including wallet providers, NFT platforms, or cryptocurrency exchanges.
    2. You are solely responsible for managing and maintaining the security of your account and your Wallet, and your control over any authentication credentials, private cryptocurrency keys, seed phrases, non-fungible tokens (including Pearproof NFTs) or cryptocurrencies that are stored in or are accessible through your account or your Wallet. Any unauthorized access to your Wallet could result in the loss or theft of the Pearproof NFTs and funds held in your Wallet or associated wallets, including linked financial information. You agree that the Pearproof Parties are not responsible and will not be held responsible (and you will not hold the Pearproof Parties responsible), for managing or maintaining the security of your Wallet or for any unauthorized access to or use of your account, your Wallet, the Services or any resulting harm you may suffer.
    3. In addition to assuming the above risks, you acknowledge that you understand it is your sole responsibility to determine the nature, suitability, and appropriateness of these risks for yourself.

12. Governing Law; Venue.

    The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern this Agreement and all matters related to it and any Licensed NFT. Foreign laws do not apply. Except for disputes subject to arbitration as described below, any disputes relating to these Terms or the Services will be heard in the courts located in Los Angeles County, California.

13. Changes to this Agreement.

    The Pearproof Parties may make changes to this Agreement from time to time. When the Pearproof Parties make such changes, we will make the updated Agreement available at this or another location and update the date on the Agreement accordingly. It is your responsibility to check periodically for such updates. Any changes to this Agreement will apply on the date that they are made. Your continued access or use of the Licensed NFTs and the Art following any changes to the Agreement will constitute your binding acceptance of such changes.

14. Eligibility.

    1. The Website, Services, and Pearproof NFTs are only available to individuals who have the right and authority to enter into this Agreement, are fully able and competent to understand and satisfy its terms, conditions, and obligations, and who are receiving the Licensed NFTs in connection with the Airdrop or who are subsequently purchasing any Licensed NFTs with lawfully obtained currency or cryptocurrency or who have lawfully received the Licensed NFTs through a free transfer. The Website, Services, and Pearproof NFTs are not available to individuals who are or have been in violation of this Agreement.
    2. By using the Website or Services, receiving or subsequently purchasing any Pearproof NFTs, you represent and warrant that you are at least 18 years old or of the age of majority in your country or territory, whichever is older. You also represent that you are not a person subject to restrictions that would prohibit your use of the Website or Services or your receipt, purchase, or transfer of Pearproof NFTs, by virtue of location in a comprehensively sanctioned jurisdiction, identification on the Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List, or otherwise.

15. Indemnity.

    You agree to defend, indemnify, and hold harmless the Pearproof Parties against any third-party claims, actions, suits, losses, costs, liability, and expenses (including reasonable attorney's fees) allegedly or actually relating to or resulting from the following: (1) your breach of this Agreement; (2) your violation of any applicable law or rights of a third party; (3) use of any Licensed NFTs or Art other than as permitted in this Agreement; (4) other wrongful conduct.

16. Force Majeure.

    1. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. For purposes of these Terms, a “Force Majeure Event” shall mean any one or more of the following events beyond the reasonable control of either party: (i) an act of God or public enemy; (ii) war (declared or undeclared); (iii) sabotage; rebellion; riot; act(s) or threatened act(s) of terrorism, civil commotion; (iv) labor dispute of any kind or nature; (v) embargo; (vi) natural and/or man-made disaster (e.g., fire, flood, earthquake, landslide, tornado, hurricane, blizzard, volcanic eruption, tsunami, storm, drought, explosion and the like); (vii) natural or man-made epidemic/pandemic (inclusive without limitation of COVID-19; viral outbreaks; public health crises; and/or global health emergencies) and their resulting governmental action, societal restrictions, and/or curtailment or closure of any means of travel, modes of public transit, and/or common carriers; (viii) casualty and/or death; (ix) act(s) of any federal, state, and/or local instrumentality, including, but not limited to, any restriction, declaration, regulation and/or any other action or order that may impact travel, movement, large gatherings, and/or the entertainment industry; (x) the failure, scarcity, or unavailability of necessary equipment, utilities, and other resources (similar or dissimilar); and/or (xi) for any reason with similar consequences, foreseeable or unforeseeable.
    2. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.

17. Dispute Resolution and Arbitration; Class Action Waiver.

    Please read this provision (the “Provision”) carefully. It affects your legal rights.

    This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and the Pearproof Parties. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to Services provided to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against the Pearproof Parties in the same proceeding.

    This Provision provides that all disputes between you and the Pearproof Parties shall be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney's fees). You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).

    EACH OF YOU AND THE PEARPROOF PARTIES AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

    Pre-Arbitration Claim Resolution.

    For all disputes, whether pursued in court or arbitration, you must first give the Pearproof Parties an opportunity to resolve the dispute which is first done by emailing to the Pearproof Parties at legal@pearproof.com the following information: (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If the Pearproof Parties do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration.

    You may pursue your dispute in a court only under the circumstances described below.

    Exclusions from Arbitration/Right to Opt Out.

    Notwithstanding the above, you or the Pearproof Parties may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”).

    You may opt-out of this Provision by emailing the Pearproof Parties at legal@pearproof.com the following information: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with the Pearproof Parties through arbitration. Either way, the Pearproof Parties will not take any decision you make personally. In fact, the Pearproof Parties promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with the Pearproof Parties. But, the Pearproof Parties do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

    Arbitration Procedures.

    If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or the Pearproof Party may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

    For disputes of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes will apply; for disputes involving $75,000 or more, the AAA's Commercial Arbitration Rules will apply. In either instance, the AAA's Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.

    Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

    Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

    Location of Arbitration. You or the Pearproof Parties may initiate arbitration in either California or the federal judicial district that includes your billing address.

    Payment of Arbitration Fees and Costs. So long as you place a request in writing prior to commencement of the arbitration, the Pearproof Party will pay all arbitration filing fees and AAA hearing fees and any arbitrator's hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. However, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys' fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with the Pearproof Parties as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney's fees and costs as determined by the arbitrator.

    Class Action Waiver.

    Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and the Pearproof Parties specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

    Jury Waiver.

    You understand and agree that by accepting this Provision in these Terms, you and the Pearproof Parties are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and the Pearproof Parties might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

    Severability.

    If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.

    Continuation.

    This Provision shall survive any termination of this Agreement, the Services, your License rights, or your account with the Pearproof Parties. Notwithstanding any provision in these Terms to the contrary, the Pearproof Parties agree that if the Pearproof Parties make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require the Pearproof Parties to adhere to the present language in this Provision if a dispute between you and the Pearproof Parties arises.

18. Privacy.

    We respect the information that you provide us and want to be sure you fully understand exactly how we use that information. So please review our Privacy Policy (the “Privacy Policy”) available at https://pearproof.com/privacy-policy, which is incorporated into and is a part of these Terms.

19. Severability; No Waivers.

    If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Non-enforcement of any rights hereunder by the Pearproof Parties shall not constitute waiver of such rights.

20. Integration.

    This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the Services, the Licensed NFTs, and the Art, and this Agreement supersedes and nullifies all other statements, agreements, or understandings, oral or written, made between the parties hereto.

21. Assignment; Survival.

    You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder in any way (by operation of law or otherwise) without the Pearproof Parties' prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of this Agreement.