NFT Purchase And Licensing Agreement

This Metagave NFT Purchase and License Agreement (this “Agreement”), is a legally binding agreement by and between Metagave Corp (“Metagave”) and: (i) you as a purchaser in the Metagave Skeleton Collectible Sale (defined below); and (ii) any subsequent purchaser(s) of a Metagave Skeleton Collectible (defined below) (collectively and as applicable, “You” and “Your”). Metagave and You may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.

1. Agreement to Terms.

By participating in the Metagave Skeleton NFT Collectible Sale or purchasing a Metagave NFT, You acknowledge that You have carefully read and agree to the terms of this Agreement. “Metagave Skeleton NFT” means a non-fungible token (NFT) that, as of its issuance, is linked to a display of Metagave Artwork and Membership. Metagave Collectibles are controllable electronic records recorded on the Ethereum blockchain. “Metagave Skeleton Art” means the digital art for Metagave that is provided by and owned by Metagave and is linked to the Metagave Skeleton Collectibles. “Metagave Membership” means the private membership that is provided by Metagave and is linked to benefits in the Metagave ecosystem. For the avoidance of doubt, the Metagave Skeleton Art is digital in nature and does not include any items or representations that have physical dimensions such as mass or volume. This Agreement governs Your participation in the Primary Transactions on metagavetequila.com (the “Collectibles Website”), which holds Secondary Transactions between Transferors and Transferees (as defined below). Ethereum is not a party to this Agreement.

(a) Additional Terms: The access and use of the Collectible Website are subject to the separate terms of the Collectible Website. You further acknowledge that You have carefully read and have accepted the (i) Terms of Service located on the Collectible Website (metagavetequila.com) (the “Collectibles Website Terms”) because the Collectible Website Terms govern Your use of the Collectible Website. If there is a conflict between the Collectible Website Terms and this Agreement with respect to the Metagave Skeleton Collectible Sale, the Metagave Collectibles, and Metagave Art, this Agreement controls.

(b) Your Information. As a condition of participating in the Metagave Skeleton Collectible Sale, using the Collectible Website, and any time You provide Your information (including personal information (also known as personally identifiable information or personal data) to Metagave or that Metagave collects from You when using the Collectible Website (including information collected automatically by the use of cookies or other similar technologies), You agree to the collection, use, storage, sharing, transfer, and processing of Your information by Metagave for the purposes of providing the Collectible Websites and the services available therein, to administer the Metagave Skeleton Collectible Sale, and to comply with applicable laws, rules, and regulations as more fully described in Metagave’s Privacy Statement. To learn more about how Metagave handles Your information, read Metagave’s Privacy Statement (the “Metagave Privacy Statement”).

2. The Metagave Skeleton Collectible Sale.

The “Metagave Skeleton Collectible Sale” means each sale hosted on the Collectible Website during the Sale Date (defined below).

(a) Sale Date. The Metagave Skeleton Collectible Sale will commence on various dates for various collections (“Sale Date”). Metagave reserves the right to terminate or extend the Metagave Skeleton Collectible Sale at any time.

(b) Purchases. During the Metagave Skeleton Collectible Sale, You can purchase Metagave Collectibles made available on the Collectible Website. Metagave has the right, in its sole discretion, to cancel or reject a purchase at any time. As further provided in Section 6(c) below, You will be responsible for any fees incurred in connection with any purchases that you make.

(c) Transfer Timing. Transfer of the Metagave Skeleton Collectible to the applicable Wallet should take seconds; however, may take up to hours depending on network congestion on the Ethereum blockchain.

(d) Purchase Conduct. As a condition of Your participation in the Metagave Skeleton Collectible Sale, You agree:

(i) to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of a Metagave Skeleton Collectible, or stimulate demand for a Metagave Skeleton Collectible;

(ii) to report any suspicious activity during the Collectible Sale to Metagave at [email protected];

(iii) that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Metagave Skeleton Collectible;

(iv) that you will not participate in the Metagave Skeleton Collectible Sale to conceal or transfer proceeds relating to criminal activity or purchase a Metagave Skeleton Collectible for any reason other than to obtain the Metagave Skeleton Collectible;

(v) that Ethereum is a volatile asset that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Ethereum blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures; and

(vi) that You understand and acknowledge that purchases made during the Metagave Skeleton Collectible Sale may never be received or processed by the Metagave Skeleton Collectible smart contract due to network or smart contract failures.

3. Ownership of Metagave Skeleton Collectible.

(a) If You acquire a Metagave Skeleton Collectible, You own all personal property rights to that Metagave Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Metagave Collectible). Such rights, do include not include the ownership of the intellectual property rights in the Metagave Art. Such rights are licensed pursuant to Section 4 below.

(b) You acknowledge that the Metagave Skeleton NFT Collectible is a membership with benefits that include but are not limited to, a private membership network, ecosystem products, services, discounts, loyalty rewards, voting rights, pooled equity ownership in the Metagave Tequila DAO company, and more. Membership benefits are subject to change throughout the lifetime of the Metagave Skeleton NFT Collectible based on the decisions of Metagave Tequila DAO and its community of NFT holders.

(c) You represent and warrant that You will not transfer a Metagave Skeleton Collectible in any Secondary Transaction to a Transferee that is (i) located in a country that has been designated as a terrorist-supporting country; or is (ii) listed on any Government list of prohibited or restricted parties (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which a Metagave Skelenton Collectible is sold by one owner to another owner, or is otherwise transferred in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Collectible Website in which a Metagave Skeleton Collectible is first sold.

4. License of Metagave Skeleton Art.

If you acquire a Metagave Collectible, Metagave hereby grants to You, for so long as You own the Metagave Collectable (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Metagave Art linked with Your purchased Metagave Skeleton Collectible solely for the following purposes: (i) for Your own personal, non-commercial use, including to create one back-up copy of the Metagave Art and a single physical print out of the Metagave Art, each to be retained only for so long as You own the associated Metagave Skeleton Collectible; and (ii) efforts to sell or otherwise transfer the associated Metagave Skeleton Collectible consistent with the ownership of it (e.g., posting the Metagave Art on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferable, except that it will automatically transfer in connection with the transfer of the Metagave Skeleton Collectible.

5. Reservation of Rights.

All rights in and to the Metagave Art not expressly provided for in this Agreement are hereby reserved by Metagave. The Metagave Art is licensed, not sold. Metagave owns and will retain all title, interest, ownership rights, and intellectual property rights in and to the Metagave Art. Without limitation, You shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Metagave: (i) modify the Metagave Art; (ii) use the Metagave Art to advertise, market, or sell any product or service; (iii) use the Metagave Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Metagave brand; (iv) use the Metagave Art in any other form of media, except solely for Your own personal, non-commercial use for so long as You own the Metagave Skeleton Collectible; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Metagave Art; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Metagave Art; or (vii) otherwise utilize the Metagave Art for Your or any third party’s commercial benefit.

6. Payment and Fees.

(a) Purchaser Qualification. You represent and warrant that You (i) are not located in a country that has been designated as a terrorist-supporting country, and (ii) are not listed on any Government list of prohibited or restricted parties.

(b) Form of Payment. Ethereum agrees to accept payment for the Primary Transaction Purchase Price via Ethereum; provided that Ethereum may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Metagave Corp, Ethereum, or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.

(c) Fees. By buying or selling a Metagave Skeleton Collectible on the Metagave Platform or any other platform, You agree to pay all applicable fees and, if applicable, You authorize Ethereum to automatically deduct fees (including any transaction fees as appropriate) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions. Neither Metagave nor Ethereum has any insight into or control over these payments or transactions, nor does Metagave or Ethereum have the ability to reverse any transactions. Accordingly, Metagave and Ethereum will have no liability to You or to any third party for any claims or damages that may arise as a result of any transactions of the Metagave Skeleton Collectibles that You engage in.

(d) Transfers: All Secondary Transactions are subject to the following terms: (i) the Metagave Skeleton Collectible transferee (the “Transferee”) shall, by receiving an ownership interest in the Metagave Skeleton Collectible, be deemed to accept all of the terms of this Agreement (other than with respect to Sections 6(a) and 6(b)); (ii) the Metagave Skeleton Collectible transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the Transferor shall pay Ethereum 5% of the gross amounts paid by the Transferee (the “Royalty Payment”). Ethereum shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable to Ethereum under this Section herein do not include, and are not intended to cover any additional fees imposed or required by the transferring platform through which You transfer the Metagave Skeleton Collectible. (i) You further acknowledge and agree that all Secondary Transactions will be effected on the Ethereum blockchain, the blockchain network governing the Metagave Skeleton Collectibles, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet (ii) Without limitation of any other termination rights, Metagave may suspend or terminate the license to the Metagave Art if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Metagave Skeleton Collectible, or otherwise engaged in any off-chain transactions for the purchase or sale of the Metagave Skeleton Collectible without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

7. Metagave’s Rights and Obligations to the Metagave Art.

Metagave is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Metagave Art, nor does Metagave have the obligation to maintain any connection or link between a Metagave Skeleton Collectible and the corresponding Metagave Art.

8. Warranty Disclaimers and Assumption of Risk.

You represent and warrant that You: (a) are at least the age of majority in Your place of residence (which is typically 18 years of age in most countries) and have the legal capacity to enter into this Agreement, (b) will use and interact with the Metagave Skeleton Collectibles and Metagave Art only for lawful purposes and in accordance with this Agreement, and (c) will not use the Metagave Skeleton Collectibles or Metagave Art to violate any law, regulation or ordinance or any right of Metagave, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that You will comply with all applicable laws.

THE METAGAVE SKELETON COLLECTIBLES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, METAGAVE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. METAGAVE MAKES NO WARRANTY THAT THE METAGAVE SKELETON COLLECTIBLES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. METAGAVE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE METAGAVE SKELETON COLLECTIBLES.

METAGAVE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE METAGAVE SKELETON COLLECTIBLE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO METAGAVE SKELETON COLLECTIBLE; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE METAGAVE SKELETON COLLECTIBLES.

THE METAGAVE SKELETON COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH METAGAVE DOES NOT CONTROL. METAGAVE DOES NOT GUARANTEE THAT METAGAVE OR ETHEREUM CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY METAGAVE SKELETON COLLECTIBLE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE COLLECTIBLE WEBSITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, METAGAVE MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE COLLECTIBLE WEBSITE OR ANY PURPORTED SECONDARY TRANSACTIONS.

METAGAVE IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, OR ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS, OR ANY OTHER FEATURES OF THE METAGAVE SKELETON COLLECTIBLES. METAGAVE IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE METAGAVE SKELETON COLLECTIBLES, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Assumption of Risk.

You accept and acknowledge all risks associated with the following:

(a) You are solely responsible for determining what if any, taxes apply to Your purchase, sale, or transfer of Metagave Skeleton Collectibles. Neither Metagave nor Ethereum is responsible for determining or paying the taxes that apply to such transactions.

(b) Metagave does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Metagave. Transactions in Metagave Skeleton Collectibles may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Metagave Skeleton Collectibles shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction.

(c) There are risks associated with using an Internet-based digital asset, including but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your Wallet. Metagave will not be responsible for any communication failures, disruptions, errors, distortions, or delays You may experience when affecting Metagave Skeleton Collectible transactions, however, caused.

(d) Digital assets, including blockchain-based assets such as the Metagave Skeleton Collectibles, are subject to developing laws and regulations throughout the world.

(e) Transactions involving the Metagave Skeleton Collectibles may rely on third-party platforms to perform transactions that are outside of Metagave’s control. Therefore access to and interactions with the Metagave Skeleton Collectibles may be limited or unavailable.

10. Links to Third Party Websites or Resources.

Use and interaction of the Metagave Skeleton Collectibles and Metagave Art may allow You to access third-party websites (including websites that host the Metagave Art) or other resources. Metagave provides access only as a convenience and is not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Metagave Art on a third-party website serve as grounds for a claim against Metagave.

11. Termination of License to Metagave Art.

Your license to the Metagave Art shall automatically and immediately terminate without notice, and all rights shall revert to Metagave if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Metagave Skeleton Collectible (including transferring the Metagave Skeleton Collectible to a Prohibited Transferee); (iii) You initiate any legal actions, except an arbitration as specifically provided herein, against Metagave or their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Metagave Parties”); or (iv) at Metagave’s sole determination and discretion, You disparage any of the Metagave Parties, or their brands or products. Upon any termination, discontinuation, or cancellation of Your license to Metagave Art, Metagave may disable Your access to the Metagave Art and You must delete, remove, or otherwise destroy any backup or single digital or physical copy of the Metagave Art. Upon any termination, discontinuation, or cancellation of the license in this Agreement, the following Sections will survive 3 and 5-17 .

12. Indemnity.

You shall defend, indemnify, and hold the Metagave Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Metagave Skeleton Collectibles whether or not such person personally purchased the Metagave Skeleton Collectibles) against any Metagave Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (A) Your purchase, ownership, use and interaction with the Metagave Skeleton Collectibles or license to the Metagave Art, (B) Your breach or anticipatory breach of this Agreement, (C) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the Metagave Skeleton Collectibles, and (D) any misrepresentation made by You (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Metagave in the defense of any Claims and Losses. Notwithstanding the foregoing, Metagave retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Metagave reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Metagave.

13. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER METAGAVE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE METAGAVE SKELETON COLLECTIBLES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE METAGAVE SKELETON COLLECTIBLES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE METAGAVE SKELETON COLLECTIBLES OR ACCESS THE METAGAVE ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METAGAVE OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL METAGAVE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE METAGAVE SKELETON COLLECTIBLES OR ACCESS THE METAGAVE ART EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN METAGAVE AND YOU.

14. Governing Law and Forum Choice.

This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of Florida, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that You and Metagave are not required to arbitrate will be the state and federal courts located in the United States, and You and Metagave each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution.

Certain portions of this Section 15 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Metagave agree that they intend that this Section 15 satisfies the “writing” requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Metagave Skeleton Collectibles or this Agreement (collectively, “Dispute”), or to any of Metagave’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 1 below), then You and Metagave agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Metagave’s notice to You will be sent to You based on Your contact information provided to Metagave. But if no such information exists or if such information is not current, then Metagave has no obligation under this Section 15.

Your notice to Metagave must be sent to:

[email protected]

For a period of 60 days from the date of receipt of notice from the other party, the Parties will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either Party to resolve the Dispute or Excluded Dispute on terms with respect to which You and Metagave, in each Party’s sole discretion, are not comfortable. Metagave’s decision to pursue an amicable resolution, however, shall not be weighed against a finding of irreparable harm to Metagave in any subsequent legal action.

16. Nature, Limitations, and Location of Alternative Dispute Resolution.

In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the United States. You and Metagave will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Metagave to pay a greater portion or all of such fees and costs in order for this Section 16 to be enforceable, then Metagave will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) are based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

(a) Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF EITHER PARTY WANTS TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN METAGAVE OR YOU MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 16(A) ABOVE) WITHIN 1 YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

(b) Injunctive Relief. The foregoing provisions of Section 16 will not apply to any legal action taken by Metagave to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Metagave Skeleton Collectibles and/or Metagave’s intellectual property rights, Metagave’s operations, and/or Metagave’s products or services. To the extent that You or Metagave prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall stay pending the outcome of the merits of any individual claims in arbitration.

(c) Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either Party may bring a qualifying claim of Disputes (but not Excluded Disputes) in small claims court.

(d) No Class Action Matters. YOU AND METAGAVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with Your claims, and may not otherwise preside over any form of a representative or class proceeding. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 16(b) above holds that this restriction is unconscionable or unenforceable, then the Parties’ agreement in Section 16(b) above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 16(e) below.

(e) The judiciary courts in the United States. Except to the extent that arbitration is required in Section 16(b) above, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in the United States. Accordingly, the Parties consent to the exclusive personal jurisdiction and venue of such courts for such matters.

(f) Severability. With the exception of any of the provisions in Section 16(d) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of the Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

17. General Terms.

This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement and supersedes any and all prior or contemporaneous representations, understandings, and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner. The Parties hereby designate Ethereum as a third-party beneficiary of Section 6(e), having the right to enforce Section 6(e) of this Agreement. Except as set forth in Section 6(e) of this Agreement with regards to Ethereum, nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by Metagave under this Agreement be given by posting to the Collectible Website or other website elected by Metagave. You may give notice to Metagave by mail per the below, effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

Contact Information. If You have any questions about this Agreement, please contact the Metagave legal department.

Via email: [email protected]