2) DEFINITIONS

In these Terms of Use:

Accessories mean digital content which we may make available to You for free or for sale which you will be permitted to use within the VeVeVerse App
Account means your registered account to use the Services and includes your Showroom, your communications, information about your transactions and any Digital Products You purchase
App means the VeVe App, the VeVeVerse App and the VeVe Comics App
Avatar means your unique character which can a digital representation of You in the VeVeVerse App
Blockchain means either a layer 1 blockchain network or an additional layer protocol on a recognised off-chain network, system, or technology built in association with a layer 1 blockchain
Burnt Token means a Token that has undergone deliberate and irrevocable removal from circulation. This action irreversibly alters the blockchain ledger associated with the Token and the owner of the Token loses any ownership or control of the Token
Collectible means licensed digital assets (whether collectibles, comics, or other digital assets) incorporating the Digital Property and minted as a Token:

1. available to be purchased through the VeVe Store;
2. available to be purchased, sold, or traded through Listings on the VeVe Market; or
3. available to be purchased or used as a Limited Edition Comic on the VeVe Comics App; but
4. excludes a Non-Collectible Digital Product

Content means all content included in or made available through our Services by us, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and Software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, communications, interactive features, augmented reality, virtual reality, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through our Services, but excludes User Content
Device means a desktop, a mobile device, a tablet, augmented reality device or virtual reality device
Digital Product means Collectibles or Non-Collectible Digital Products and each of which uses Digital Property
Digital Property means digital images, stickers, figurines, collectibles, artworks, stamps, comics, graphic novels, or other digital content, or similar, based on or derived from Our and/or a VeVe Licensor's Intellectual Property Rights
Dormant has the meaning given to it in clause 4.7
Double Spend means Listing and selling a Collectible on the VeVe Market and subsequently listing and selling the same Collectible on a Third-party Marketplace, or vice versa
Feed means the feed section of the App in which Users can interact with each other by posting messages and sharing images
Fees means the fees payable by You to us in respect of the App, as further set out on our fees page https://www.veve.me/veve-fees or as otherwise disclosed at the point of purchase
Force Majeure means an event that is beyond the reasonable control of a party, including but not limited to (a) hacker attacks, or the invasion or outbreak of malware such that the computer system or any hardware or software associated with the running of the Software, App, Website, or any other infrastructure or system used in the provision of Services is damaged or unable to perform or operate normally; (b) interruption, failure or disruption in electricity provision, internet connection, telephone or other communication system; (c) strikes; (d) fires or floods or other acts of God; and (d) changes to the laws or regulations of any applicable or relevant jurisdiction, government authority, or relevant international organisation
Fundamental Objectives has the meaning given to it in clause 5.8
Gems means the in-App currency purchased and used within the App to purchase and sell Collectibles from the VeVe Store or on the VeVe Market. For clarity, one Gem represents one US dollar, that we will hold on trust for the User on the terms set out in the Terms of Payment
Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity
Limited Edition Comic means a Collectible which represents a licensed digital comic or licensed digital graphic novel, available for purchase or use on the VeVe Comics App
Listing means a listing on the App through which You offer to sell or trade a Collectible in the VeVe Market
Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis
Material Breach means a breach of any of the Terms which causes, or has the potential to cause, substantial harm to the integrity of the App (as determined by us at our sole discretion, acting reasonably) and includes a breach of any of your undertakings in clause 5.1 or acting in a matter which is inconsistent with the Fundamental Objectives of the App
NFT means a "non-fungible token" using general parlance
Non-Collectible Digital Product means a Non-Limited Edition Comic or any other digital content using Digital Property which are not minted as a Token and which are available on the App
Non-Fungible Token or Token means a unique digital certificate associated with a Collectible to identify the Collectible, which is securely stored by us and which may be transferred on the Blockchain in accordance with these Terms of Use. Each Token associated with a Collectible on the App has a unique mint number
Non-Limited Edition Comic means a licensed digital comic or licensed digital graphic novel which uses Digital Property, available for purchase or use on the VeVe Comics App, but which is not associated with a Token and which is not a Limited Edition Comic.
Objectionable includes being objectionable, defamatory, obscene, offensive, harassing, threatening, unlawful, spam, inaccurate, misleading, harmful, defamatory, libellous, discriminatory, sexual or pornographic or similar in any way
Personal Information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws
Price means the purchase price payable:

1. for a Collectible available for purchase via a Listing on the VeVe Market;
2. for a Collectible available for purchase on the VeVe Store; or
3. for VeVe Comics available for purchase on the VeVe Comics App

Services means:

1. the provision of our App, Website, tools, infrastructure and other services provided by us from time to time; and
2. our updates of the Collectibles information of your Account on the VeVe App when you use a Third-party Marketplace in accordance with the instructions of the Third-party Marketplace Operator

Showroom means a virtual showroom in the App which Users can display their Digital Products. VeVe Licensors may have exclusive Showrooms on the App, in which Users can display their Digital Products relating to that VeVe Licensor only
Software means the software owned by VeVe (or its licensors) that is used to provide any aspect of the App including without limitation the VeVeVerse Software
Terms means these Terms of Use, the Terms of Payment, the Privacy Policy and any other policies or additional terms and conditions posted on and in our App or otherwise provided to You as part of the provision of Services
Terms of Payment means the terms that apply in respect of the purchasing, holding and withdrawing of funds and Gems, as set out at https://www.veve.me/terms-of-payment
Terms of Use mean these terms of use which apply in respect of your use of any of the Services.
Third-party Marketplace means a marketplace service operated by a Third-party Marketplace Operator (and not by VeVe), approved by VeVe, where a User may be permitted by that Third-party Marketplace Operator to list certain Collectibles for sale or where a User may be permitted to purchase or sell certain Collectibles on that marketplace service using currencies permitted by that Third-party Marketplace Operator.
Third-party Marketplace Operator means the operator of a Third-party Marketplace.
Underlying Systems means the Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks
Us, our, we or VeVe means Orbis Technology Limited, a company incorporated in New Zealand with company number 6545833
User means a user of our Services
User Content means content, data, and information (including personal information) that a User inputs, uploads, posts or otherwise displays in the App including in the Bio section of your VeVe profile, the Feed and the VeVeVerse
VeVe App means the VeVe website (app.veve.me) and/or VeVe mobile application (as applicable), on which Users can purchase, sell, re-sell, collect and view Digital Products and post User Content
VeVe Comic means a Limited Edition Comic or a Non-Limited Edition Comic.
VeVe Comics App means the VeVe website (app.veve.me) and/or VeVe mobile application (as applicable), on which Users can purchase or use VeVe Comics
VeVe Licensor means a person or entity that licenses us certain Intellectual Property Rights in Digital Property which is incorporated into Digital Products
VeVe Market means the secondary market function on the App which permits Users to buy and sell Collectibles with other Users
VeVe Store means the virtual storefront which operates as the primary market function on the App through which Users can purchase Digital Products directly from VeVe
VeVeVerse App means the immersive metaverse application named VeVeVerse (which may be available as a mobile and/or desktop based application) through which Users can showcase their Digital Products and other content (as applicable), interact with other Users in a virtual reality world and other features VeVe may provide from time to time (and is also referenced as the "VeVeVerse" in these Terms of Use)
VeVeVerse Community Guidelines means Our rules of conduct for your use of the VeVeVerse App - VeVeVerse Community Guidelines
VeVeVerse Software means the Software of the VeVeVerse App made available and updated by us from time to time
VeVeVerse Spaces means a virtual space in the VeVeVerse App where a User will be permitted by us to customise it or enable other Users to visit and display their Digital Property for viewing within it. VeVe Licensors may have their own exclusive space in the VeVeVerse App, in which Users may be permitted to display their Digital Property relating to that VeVe Licensor only
Website means www.veve.me
You means you as an individual with an Account and it includes your Avatar within the VeVeVerse and your will have a corresponding meaning.

3) ELECTRONIC COMMUNICATIONS

1. When You use our Services, or send emails, text messages, and other communications from your Device to us, or other Users, You may be communicating with us electronically. To the fullest extent permitted under applicable law, You consent to receive communications from us electronically (such as emails, SMS, mobile push notices, or notices and messages on our sites or through our Services) and You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.

4) USER ACCOUNT

1. To use our Services You will need to register an Account on the App. You agree that your selected username will not be Objectionable in any way. We can decline to make the App or the Services available to You without notice and for any reason, including on the basis of your selected username if we consider it to be Objectionable at our sole discretion.
2. You agree that You will provide accurate, complete and truthful information at all times that You are required to provide information (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete.
3. You are responsible for maintaining the security of your Account and agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person, or allow any other person to access your Account. You warrant that all activities on your Account are your own. You agree that you are solely responsible for any activity on the App arising out of any failure to keep your login information or other security related information confidential and You may be held liable for any losses arising out of such a failure. You accept that we cannot and will not be liable for any loss or damage arising therefrom.
4. You understand that anyone accessing your Account will be able to enter into transactions using your Digital Products including on a Third-party Marketplace and, to the extent that You have credit card details saved into your Account, make transactions in the App (including purchasing any Gems or Digital Products) using your credit card details, and we have no obligation to verify or take any steps to verify any instructions from You or appearing to be sent by You.
5. While we are under no obligation to do so, our customer support representatives may require that You provide appropriate forms of identification and evidence to identify who the representative is dealing with, verify information and/or to prove that we are dealing with the owner of the Account.
6. You may register and operate one account. Aside from this one account, You must not register or operate any other accounts including under different identities, personas, or aliases (whether they are false or not).
7. Your Account will be classified as Dormant if it has been inactive for an uninterrupted period of 24 months. In the case of your Account becoming Dormant, VeVe will notify you by email at least twice that your Account is Dormant. If you do not resume your Account activity within 6 months from the date we first notify You that your Account is Dormant, to the fullest extent permitted by law, You direct and authorize us to close your Account on your behalf, in which case, clause 5.5 of these Terms of Use shall apply.
8. In order to use some or all our Services (as we determine from time to time) You will be required to complete our identification verification (KYC) process to our satisfaction. As part of this process You will be required to provide information that may include, without limitation. Country of residence, residential address, government-issued ID, selfie, date of birth and/or source of funds/wealth. We may also at our discretion require You at a later time to reverify your identity or provide further KYC information in order to continue using the Services. If You are unable to provide and/or we are unable to verify any of the requested information, You may be prevented from accessing all or certain of the Services. In addition, if the information You provide does not match the information You provided at Account registration, then You may be prevented from accessing some or all of the Services (on the basis that this is evidence that more than one person has operated the Account). We will not be liable for any loss or damage arising from your failure to comply with this clause. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect You and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

5) ACCESS TO OUR SERVICES

1. When using our Services, You acknowledge, agree, warrant and undertake that:
   1. You will use the App solely for personal consumptive and/or entertainment purposes, and will not use or rely on the Services for any other reason.
   2. You are a human being;
   3. You are not accessing and using our Services on behalf of another person or entity;
   4. if You have accessed and used our Services on behalf of another person or entity You will immediately stop accessing and using our Services on behalf of this person or body;
   5. You have not and will not breach or circumvent any applicable law, regulations, government or third-party rights and You agree not to encourage or enable any other individual to violate any applicable law, rule, or regulation or the Terms;
   6. You will not trespass, or in any manner attempt to gain or gain access to any property or location where You do not have a right or permission to be, and will not otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind;
   7. Your use of our Services and the App is at your own risk, and it is your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as You deem reasonably necessary for any injuries You may experience while using our Services;
   8. You will not use our Services if You are not at least 18 years of age (unless with our written approval), or are temporarily or indefinitely suspended from using our Services;
   9. You are responsible for complying with trade regulations and both foreign and domestic laws;
   10. You are (i) not a person with whom transactions are prohibited under economic or trade sanctions or embargo (ii) not designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the U.S. Government (including without limitation, the U.S. Dept. of Treasury's Specially Designated National List or Foreign Sanctions Evaders List or the U.S. Dept. of Commerce's Entity List), the European Union or its Member States, or other applicable government authority, (iii) located in any country or jurisdiction (a) which is sanctioned or embargoed (including to which the United States has embargoed goods, has designated as "terrorist supporting" or has otherwise applied any sanctions) or (b) in which the ownership of nonfungible tokens is prohibited or where it would be illegal under applicable law for You to access or use the Services. If we identify your IP address or address of residence as originating from any such prohibited or restricted country or if we have reason to believe that You are listed on any government list of prohibited or restricted parties, You will be prohibited from using the Services or accessing the App;
   11. regulations may require us to collect more information or documentation from You and You will fully comply with all of our requests for more information or documentation from You and all information and documentation will be completely truthful, accurate and reliable;
   12. You will not use our Services for commercial use (for example, business (whether paid or unpaid), advertising, or marketing purposes);
   13. You will not attempt to undermine the security or integrity of our Services or interfere with or attempt to impair our Services or transmit software viruses, worms, other harmful files or other malware;
   14. You will not use any device, software, routine or use the App in any way that interferes with any application, function, or use of the App, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the App;
   15. You will not share, apply, stream, post, upload or transfer User Content or communications (of any kind) that could be considered Objectionable or is potentially illegal on our Services;
   16. You will not transfer or give access to your Account and login credentials to another party without our prior written permission;
   17. You will not receive, transfer, buy, sell or trade any Digital Products except through our Services;
   18. You will not bypass, decipher, decompile, extract, copy, replicate, disassemble or reverse engineer any of the software used to provide our Services;
   19. You will not use any manual process (such as keying-in), robot, spider, screen scraper, injection techniques, data aggregation tool or use any other device or automated process ("Scraping Process") to data mine, scrape, crawl, email harvest, aggregate, copy or extract any of our Services, processes, information, content, or data accessible through our Services;
   20. You will not use any Scraping Process to aggregate or combine information, content or data contained within or accessible through this Website with information, content or data accessible via or sourced from any third party;
   21. You will not use any automated tool, program, algorithm or methodology to create Accounts, participate in auctions, enter into transactions or access our Services in any other way;
   22. You will not (alone or conjunction with any other person) use multiple Accounts contemporaneously on the same Device;
   23. You will not use any information on or accessed through our Services for any commercial purpose or for profit or gain (for example, operation of a third party website or app which includes information on or accessed through our Services);
   24. You will not impose an unreasonable or disproportionately large load on our App;
   25. You will not harvest or otherwise collect information about Users of our Services without their consent;
   26. You will not circumvent any technical measures used to provide our Services;
   27. You will not infringe the Intellectual Property Rights that belong to or are licensed to VeVe (including Digital Properties, Content and Software). Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from Content that belongs to VeVe or any third party, using that Content to advertise, market or sell a product or service, or as a basis for a securities product; incorporating that Content in videos or other media; creating or selling merchandise that includes that Content; and using that Content for any commercial purpose;
   28. You will not infringe any third party privacy rights or Intellectual Property Rights that belong to third parties affected by your use of our Services or post User Content that does not belong to You or to which You have no authority or rights;
   29. You will not do anything on our Services that could be Objectionable (including to other Users, Us, the VeVe Licensors or any other person or entity) or could harm the reputation or Intellectual Property Rights of Us or the VeVe Licensors;
   30. You will not commercialize our Services or any information or software associated with our Services, except with our prior written permission;
   31. You will not bid on domain names or terms in any search engine that mention VeVe or any of its derivatives and misspellings, VeVe with keywords such as but not limited to "VeVe coupons", "VeVe promos", "VeVe promotions";
   32. You will not breach our privacy or confidentiality or the privacy or confidentiality of any User of our Services;
   33. You will not create or register a security interest or encumbrance in or over any Digital Products, Gems, funds in our or the trustee's bank account (please see the Terms of Payment for further details), our agent's bank account or your User Content;
   34. You will not create the impression of a false market for any Collectible on the VeVe Market or a Third-party Marketplace;
   35. You will not manipulate the market for any Collectible on the VeVe Market or a Third-party Marketplace;
   36. You will not use a Digital Product or our Services to breach any law or government;
   37. You will not use a Digital Product or our Services to circumvent any law or government;
   38. You will not hide your true identity from us;
   39. Your funds are not from any crime or illegal source;
   40. You will not Double Spend;
   41. You will not help another person, entity, contractual arrangement, algorithm or device to do anything prohibited in clause 5.1(a) to 5.1(nn) above;
   42. You will not attempt to perform any of the matters in clause 5.1(a) to 5.1(nn) above;
   43. You may be required from time to time to download Software with or without your knowledge. You agree that VeVe will not be responsible or be found liable for any loss, loss of data, costs, liability and failure due to any User downloading Software;
   44. You have read and accepted the Terms of Payment;
   45. Your access, use and continued access and use of our Services is conditional on You providing us and our authorized agents with any information You may be asked for us to comply with applicable law and You consent to our holding or disclosing of this information in accordance with applicable law; and
   46. You will not authorise or instigate any third party to breach any of the undertakings above, whether on your behalf or otherwise.

2. To the fullest extent permitted by applicable law, we may suspend or close your Account or restrict your access to our Services, or to all or certain of your Digital Products and/or your Tokens (as we at our sole discretion determine is appropriate in the circumstances) if (a) You commit a Material Breach of these Terms of Use, a breach of any of the matters set out at clause 5.1 above, (b) new law or regulation relating to Tokens is proposed or enacted that impacts on the Services or impacts on your or our rights and obligations under Terms of Use and/or in relation to the Tokens and//or Digital Products (c) termination or withdrawal of rights by VeVe Licensors that affect rights in relation to Digital Products that were previously granted; (d) conduct by You is considered or suspected by us to be in violation of any applicable law or regulation; (e) You are 'in 'Default' under the Terms of Payment; and (f) for dormancy (as that term is described in clause 4.7). We may also restrict your access to our Services while we investigate any circumstances or conduct which we consider suggests that You may have breached any clause in these Terms of Use or are in violation of law or regulation.
3. If we restrict your access to our Services pursuant to these Terms of Use or the Terms of Payment, we may limit your access indefinitely to viewing Digital Products You already hold. In such case, You will not be able to use other features of the App (including use of the Feed, the VeVe Market, buy, sell, or transfer Digital Products or access the VeVeVerse. We may also restrict your access to our Services for the exclusive purpose of enabling You to sell or transfer your existing Digital Products (that You have not acquired in a manner that is connected to a breach of these Terms of Use or a Default under the Terms of Payment). Once You complete this process, your Account could be suspended or terminated indefinitely. We can restrict other Users' access to our Services and suspend or terminate other Accounts if we determine at our discretion that an arrangement has been put in place to circumvent our power to restrict a user's access to our Services and suspend or terminate an Account.
4. In the event that You purchase any Digital Products through the App in a manner that is in breach of these Terms of Use (for example, the use of a bot, emulator or other tool described in clause 5.1(u)) (Illegitimate Digital Products), in addition to our other rights under these Terms of Use, we may confiscate the Illegitimate Digital Products from You and You will receive no compensation. If You have already sold or transferred the Illegitimate Digital Products to another User, we may deduct from your Account the equivalent value of Gems or confiscate from your Account the equivalent value of other Digital Products and You will receive no compensation. For such purpose, the equivalent value in circumstances where the Illegitimate Digital Products have been sold shall be based on the sale price of the Illegitimate Digital Products or the VeVe Market value of the Illegitimate Digital Products at the relevant time (whichever is the higher) or where the Illegitimate Digital Products were transferred, the VeVe Market value of the Illegitimate Digital Products at the relevant time.
5. In the event of Account closure pursuant to these Terms of Use, to the maximum extent permitted by law, You irrevocably direct and authorize to transfer to us without compensation legal and/or beneficial ownership (as the case may be) any Tokens and Digital Products held within the relevant Account at any time at our option without notice following such Account closure. You irrevocably appoint us as your lawful attorney to effect any such transfer including executing any documentation or taking any other steps that may be necessary to give effect to clause 5.4 or this clause 5.5.
6. You indemnify us against all Loss You suffer or incur as a direct or indirect result of:
   1. any actual or alleged claim by a third party that any User Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that any User Content is Objectionable, incorrect or misleading;
   2. your failure to comply with these Terms of Use or the Terms of Payment, including any failure of a person who accesses and uses the Services by using your Account;
   3. any Loss arising from or in connection with an actual or alleged breach by You of any legal or regulatory requirements which occurs in connection with a contract between You and any other user or as a result of any other relationship established through the Services; or
   4. your use of a Third-party Marketplace.
7. You acknowledge that all the terms of these Terms of Use, including but not limited to clauses 5.2, 5.3, 5.4, 5.5, 5.6, 15.2, 15.3 and 15.6 are fair and reasonable, taking into account the legitimate interests of VeVe and the VeVe ecosystem, and the relevant Fundamental Objectives of the App.
8. The User acknowledges that the Fundamental Objectives of the App include but are not limited to:
   1. facilitating primary purchasing and secondary trading of Digital Products through the Services in a safe, equitable, fair and reliable environment that is materially free, to the fullest extent possible, from hacking, botting and other activities deemed illegitimate pursuant to these Terms of Use;
   2. ensuring each User has a fair opportunity to participate in primary purchasing and secondary trading of Digital Products; and
   3. safeguarding the structural and operational integrity of the Services, including the Software, Underlying Systems, Digital Property and any other Intellectual Property.
9. Tax laws vary country by country. It is your responsibility to determine what taxes, if any, arise from your use of the Services. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services, and acknowledge that we do not provide tax advice governing these transactions.

6) APP

The VeVe Market

1. When You access and use the VeVe Market, we act as an intermediary for Users of the VeVe Market to transact, and we are not a party to any agreement to buy or sell the Collectibles Listed on the VeVe Market. When a User purchases a Collectible and a User agrees to provide that Collectible, they are entering into an agreement directly with each other. We do not act as an agent for any User.
2. As we are not a party to the transaction, any interaction between You and another User, including any agreement entered into between You and another User, is a matter directly between You and them only. Other than our obligations set out in these Terms of Use, You agree that we:
   1. are not liable to You for the accuracy of any Listing, or any failure by a User to comply with these Terms of Use or any other legal obligation in the Terms of Payment or otherwise;
   2. are not liable or responsible for any guarantees or assurances made by the seller of any listing on the App;
   3. have not made, and do not make any representation, guarantee or warranty that any Collectible will meet your requirements or expectations;
   4. are not liable or responsible for any increase or decrease in value of any Collectible. We have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any Collectible, including whether the value of the Collectible will increase or decrease in the future. The price of collectible assets can be volatile and subjective, and we cannot guarantee that any Collectibles purchased will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible; and
   5. will not be responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud You, doesn't have the right to sell a Collectible to You, or fails to complete a transaction.)
   6. We may but will not be required to intervene in a dispute between Users in connection with the VeVe Market. We may but will not be required to compel a User to complete or remedy any transaction on the VeVe Market.
3. Where You list a Collectible for sale in the VeVe Market You accept that any sale of the Collectible will be final, and that You will not be able to cancel the sale or retain ownership in the Collectible. You enter into a legally binding contract to purchase a Collectible when You commit to buy a Collectible at the Price, your offer for a Collectible is accepted by the seller for a Price or if You have the winning bid in an auction.
4. Auctions:
   1. You must only place a bid on an auction if You intend to buy the Collectible at a Price. You cannot revoke a bid once it is placed.
   2. Where a Collectible is sold by auction and You place the winning bid, You will be obliged to complete the purchase of the Collectible at the Price and You will not be able to cancel your offer or negotiate a different Price once your bid has been lodged.
   3. You agree not to engage in any shill bidding (i.e. placing, or organizing someone to place, fake bids to manipulate price, desirability or the search position of your listing).
   4. Where we reasonably believe that You have engaged in shill bidding or You have placed inflated bids that disrupt an auction or You have placed the winning bid in an auction and do not complete the purchase, we may restrict your access to the VeVe Market (or in the case of serious or multiple offences, also in relation to other Services (at our sole discretion)).
5. Prices specified on the VeVe Market are set by the User offering the Collectible for sale. We do not make any warranty or representation that Prices set by Users of the VeVe Market are reasonable or reflect the value of a Collectible. We will not provide any refunds or reimbursements for any reason.

The VeVe Store

6. Subject to You paying the Price for a Collectible using either Gems or any other method of payment we may accept when You purchase a Collectible from the VeVe Store, You purchase the Token associated with that Collectible in accordance with clause 11.12 and you are given a limited License to the Digital Property associated with the Token, with the terms of this License as set out in these Terms.

The VeVe Comics App

7. Subject to You paying the Price for a Digital Product using your credit card, when You purchase a Digital Product from the VeVe Comics App:
   1. When You purchase a Limited Edition Comic, You purchase the Token associated with that Limited Edition Comic in accordance with clause 11.12 and you are given a License to the Digital Property associated with the Token, with the terms of this License as set out in these Terms; and
   2. When You purchase a Non-Collectible Digital Product, You purchase a limited license (a personal, non-commercial, non-exclusive, non-transferable, non-sublicensable, revocable, limited license) to the Digital Property associated with that Digital Product in accordance with clause 11.12, and the terms of your limited license to the Digital Property set out in these Terms (and to the extent applicable, the terms and conditions of a License apply here). For the avoidance of doubt, the Digital Property associated with a Non-Collectible Digital Product is not associated with any Token.

Third-party Marketplaces

8. A Third-party Marketplace is not part of the App or our Services.
9. Subject to You having a valid Account, we may, from time to time, permit You to access a Third-party Marketplace on which you may be permitted by the Third-party Marketplace Operator to list, buy or sell certain Collectibles.
10. You agree that the types of Collectibles which may be available on a Third-party Marketplace will be determined by us at our discretion.
11. You agree that the types of Third-party Marketplaces which may be used will be determined by us at our discretion. However, You accept that we do not encourage or endorse the use of any Third-party Marketplace.
12. Any transaction you complete on a Third-party Marketplace (or attempt or intend to complete) is at Your own risk and You indemnify us and hold us harmless for any Loss You may incur.
13. Before You use a Third-party Marketplace You must first accept the terms of service of that Third-party Marketplace and satisfy any other requirements the Third-party Marketplace Operator may set.
14. You accept that after you successfully execute and settle a transaction to buy or sell a Collectible on a Third-party Marketplace, the Third-party Marketplace Operator will instruct us to update the Collectibles information of your Account on the VeVe App. You accept that these processes may occur contemporaneously.
15. You agree that any transactions on a Third-party Marketplace are listed, executed and settled entirely by the Third-party Marketplace Operator (and not by VeVe) in accordance with the terms of service of the Third-party Marketplace.
16. You agree that all customer support, complaints, disputes or claims for activities or transactions on a Third-party Marketplace must be made with or otherwise against the Third-party Marketplace Operator.
17. You agree not to take unfair advantage of any vulnerabilities (whether technological, procedural or similar) in our Service or a Third-party Marketplace, including for the avoidance of doubt, attempting to Double Spend.
18. You accept that VeVe does not endorse or otherwise give any warranties to You in relation to any Third-party Marketplace, including without limitation, in relation to whether any Third-party Marketplace is:
    1. suitable for You;
    2. fit for any purpose You may have; or
    3. of an acceptable quality.
19. You indemnify us for any Loss we may incur as a result of your use of a Third-party Marketplace which results in a breach of the Terms.

7) COLLECTIBLES

1. Please note the following in relation to the Collectibles:
   1. The Collectibles are intended for personal enjoyment and no promises are made as to the financial value of the Collectibles or whether that financial value will change over time.
   2. The Collectibles are not securities as defined under the securities laws of the United States.
   3. The Collectibles are intended and offered solely for entertainment or consumptive purposes and not intended or suitable for investment, speculation, or financial gain.
   4. Purchase or acquisition of the Collectible do not entitle the User to any equity or ownership interest in any entity, project, or endeavour;
   5. Your funds are not being pooled with other Users' funds for investment or used by us or our licensors to add functionality or utility to the platform or Collectibles being sold;
   6. Bad actors may hack or exploit systems and steal Collectibles or appropriate digital assets or attempt to impersonate owners of Collectibles, counterfeit Collectibles, sell replicas of original Collectibles, or misuse art tied to Collectibles;
   7. Domestic or foreign governments may adopt legislation or regulations that negatively impact the use, transfer, exchange, or price of the Collectibles;
   8. Collectibles compete with other digital assets, and this competition may negatively impact the price of the Collectibles;
   9. The market for NFTs is new and volatile, and the price of a Collectible as it relates to fiat currency may greatly decrease over a short period of time, impacting the liquidity and price of a Collectible;
   10. We may go out of business, declare bankruptcy or cease operations, thereby decreasing the use or value of the Collectible;
   11. Changes to economies in the real world, as well as changes to virtual economies, may negatively impact the value of or trading activity in NFTs generally and in the Collectibles specifically; and
   12. New technologies may replace NFTs and other digital assets and platforms, thereby limiting the liquidity and value of and demand for the Collectibles.
2. We may at our sole discretion provide You with the ability to craft certain Collectibles. Crafting activities will vary but by way of example may include that if You collect certain Collectibles and choose to craft them, You will receive a new Collectible in the place of an existing Collectible which becomes a Burnt Token and no longer exists. The criteria for and outcome of each individual crafting exercise will be notified to You in conjunction with the crafting activity being made available in the App. Please ensure You read, understand, and acknowledge this information before completing the crafting as the outcome may include permanent changes to your Collectibles such as one or more of your Collectibles (including the Token) becoming a Burnt Token and no longer existing.
3. We may withhold a certain number of units of each set of Collectibles we release in the App to be used at our sole discretion (including uses such as marketing and promotional activities).

8) FEES AND PAYMENTS

VeVe App

1. Payments for Collectibles through the VeVe Store can be made with Gems. Payments for Collectibles on the VeVe Market can only be made with Gems. Prices for Collectibles in the VeVe Store and VeVe Market are in Gems or USD (as applicable).
2. You will be charged the Price (plus any Fees set out on our Fees page or otherwise disclosed to You in the App) for any Collectibles purchased either from the VeVe Store or from the VeVe Market.
3. Our VeVe App uses Gems as its in-App currency. Gems may be purchased and paid for through the App in accordance with the Terms of Payment using the payment methods we make available to you from time to time. Please note that:
   1. Gems are not securities or financial products (or similar).
   2. Gems You have purchased may only be spent on Collectibles.
   3. VeVe does not accept or hold deposits from customers is not a bank.
   4. VeVe does not insure customer funds it holds (or the Digital Products themselves).
   5. VeVe is not a money transmitter under any law. We work with appropriate third parties who process payments for Gems and Gem withdrawals on the relevant terms set out in the Terms of Payment.

VeVe Comics App

4. Digital Products available on the VeVe Comics App may be purchased and paid for through the VeVe Comics App using the payment methods we make available to you from time to time such as through your use of your credit card. Prices for Digital Products available on the VeVe Comics App are in USD (unless specified otherwise in the VeVe Comics App).
5. You will be charged the price shown in the VeVe Comics App (including any Fees disclosed to You in the VeVe Comics App) for Digital Products purchased.

General

6. Any purchases made on our Services and App are final and non-refundable.
7. Payment methods available to you for purchases will be shown at the checkout.
8. There is no charge for downloading our App but You will need an internet connection. You are responsible for all associated charges from your internet or mobile network providers.
9. By using our Services, You accept that it is you are responsible for:
   1. any taxes applicable to any transactions You conduct on our Services. We accept no responsibility for, nor make any representation in respect of, your tax liability;
   2. any fees associated with your payment method of choice; and
   3. any currency conversion fees.

9) VEVEVERSE

1. We may at our discretion allow You to have access to the VeVeVerse. To the extent we do so, You are granted a limited, personal, non-exclusive, non-transferable, non-sub licensable license to use the VeVeVerse Software for the sole purpose of accessing and using the VeVeVerse in accordance with the Terms of Use (including the VeVeVerse Community Guidelines). Title, ownership, rights, and worldwide Intellectual Property Rights in and to the VeVeVerse Software and documentation shall remain with VeVe and/or its licensors and their suppliers. All rights not expressly granted by VeVe or its licensors are hereby reserved.
2. The features available to You in the VeVeVerse from time to time will be determined by Us at our discretion and may include at Our discretion:
   1. exploring the VeVeVerse with your Avatar
   2. granting You with a limited license to use certain Accessories within the VeVeVerse;
   3. having your own VeVeVerse Space which you can build and add to using your Digital Products and the tools and other content we make available to You;
   4. enter another User's VeVeVerse Space (where permitted) using your Avatar;
   5. communicate with other Users using various forms;
   6. connect certain Devices to the VeVeVerse App; and
   7. other functions which we may add or permit from time to time without prior notice.
3. Your right to access all or certain parts of the VeVeVerse may be restricted or refused by us, Users (in respect of their own VeVeVerse Space) or VeVe Licensors at our respective discretions;
4. You will comply with the VeVeVerse Community Guidelines. Your access, use and continued access and use of the VeVeVerse App is conditional on You having read and continuing to comply with the terms of the VeVeVerse Community Guidelines.
5. You acknowledge and accept that the VeVeVerse App has many risks, including without limitation the following:
   1. from your use of the features in the VeVeVerse App, You may suffer personal injury, inflict personal injury to another or cause damage to personal property;
   2. the VeVeVerse App may be subject to cybersecurity risks including due to the underlying technology of the VeVe Licensors or service providers of VeVe and may be subject to data breach or data loss;
   3. the underlying technology of the VeVeVerse App is still in a relatively early stage of development and is not completely proven and is subject to change. Any change or otherwise any malfunction, flaws, or breakdown of the technology may have an adverse effect on You; and
   4. in summary, the underlying technologies of the VeVeVerse App are new. In addition to the risks included here, there are other risks associated with them, including those that VeVe or any other person is not able to anticipate.

10) PROMOTIONS/LOYALTY PROGRAMS

1. We (or we together with a VeVe Licensor or partner) may from time to time run promotions as part of which certain Users will receive a promotional code which can be redeemed by such Users through the Profile section of the App for a free Digital Product (as specified by us in relation to the particular promotion). The terms may vary between promotions and will be notified at the time of each promotion.
2. We may at our discretion offer a loyalty program which gives you certain benefits or rewards if you meet certain criteria. The criteria and other terms of any such loyalty program will be published separately and may be modified by us from time to time. Any benefits or rewards you may receive have no cash value and are non-transferable. Benefits and rewards cannot be exchanged or returned for another product or service, or a monetary refund.

11) INTELLECTUAL PROPERTY

Our Intellectual Property

1. You agree that all right, title and interest (including all copyright, trade mark, service marks, and other Intellectual Property Rights of any kind, whether registered or unregistered) in our Services (whether present or future), and all Content is the property of Orbis Technology Limited, its licensors or their content suppliers (as applicable) and is protected by New Zealand, United States and international copyright and trademarks laws. Other than your User Content, we (and our licensors) own all proprietary and Intellectual Property Rights in the App, the Software and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trademarks, logos, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
2. Subject to your compliance with these Terms of Use, we grant You a personal, non-commercial, non-exclusive, non-transferable, revocable, limited license (or sublicense, to the extent the Content was licensed to us) to download, view, display, and use the Content solely for your permitted use within our Services. You may not:
   1. modify any Content;
   2. use the Content to advertise or promote another product or service;
   3. commercialize the Content, such as by incorporating it into another product or service; or
   4. in any way attempt to infringe upon or obtain any intellectual property ownership rights in the Content.
3. "VEVE" and "VEVEVERSE" are trademarks of Orbis Technology Limited.

VeVe Licensors

4. AQUAMAN, ARROW, BATMAN, BATMAN & ROBIN, BATMAN BEGINS, BATMAN FOREVER, BATMAN RETURNS, THE DARK KNIGHT RISES, BATMAN: ARKHAM CITY, BATMAN: ARKHAM KNIGHT, BATMAN: ARKHAM ORIGINS, BATMAN V SUPERMAN: DAWN OF JUSTICE, BIRDS OF PREY, CYBORG, BLACK LIGHTNING, DC SUPER FRIENDS COLLECTION COMICS, DC SUPER HERO GIRLS, THE FLASH, GREEN LANTERN, INFINITE CRISIS, INJUSTICE 2, INJUSTICE: GODS AMONG US, JUSTICE LEAGUE ACTION, JUSTICE LEAGUE, SUPERGIRL, SUPERMAN, TEEN TITANS GO!, WONDER WOMAN, THE BATMAN, SUICIDE SQUAD, SUICIDE SQUAD 2 and all related characters and elements © & ™ DC Comics and Warner Bros. Entertainment Inc.
5. ADVENTURE TIME, POWERPUFF GIRLS, WE BARE BEARS, BEN 10 and all related characters and elements as well as all other Cartoon Network characters and related elements are trademarks of and © Cartoon Network.
6. JAMES BOND, 007 and related James Bond Indicia © 1962-20__ Danjaq, LLC and Metro-Goldwyn-Mayer Studios Inc.
7. JAMES BOND, 007 and related James Bond Trademarks are trademarks of Danjaq, LLC. All Rights Reserved.
8. MARVEL and all related characters and elements are trademarks of and © Marvel Brands LLC.
9. DISNEY and all related characters and elements are trademarks of and © DISNEY.
10. PIXAR and all related characters and elements are trademarks of and © Disney/Pixar.
11. STAR WARS and all related characters and elements are trademarks of and © Lucasfilm Ltd.

Ownership and Licenses Granted

12. You acknowledge and agree that:
    1. the Intellectual Property Rights in all Digital Properties remain with Us or the relevant VeVe Licensor (as applicable)
    2. as between You, VeVe and the VeVe Licensors, VeVe or the VeVe Licensors (as applicable) own or control all legal right, title and interest in and to the Digital Property and all Intellectual Property Rights therein. The rights that You have in and to the Digital Property are limited to those described in the License section below. Except as specifically provided in the License, You will have no rights in or to the Digital Property.
    3. Our and/or the VeVe Licensor's (as applicable) underlying rights in the Digital Property will be unaffected when You complete a transaction in the App. Neither we nor the VeVe Licensor offer to sell or license (except as expressly set out in clause 6 the Intellectual Property Rights in the Digital Property or associated Content. You must notify us immediately if You become aware of any actual or potential breaches of Intellectual Property Rights relating to your Account.
    4. when You purchase a Collectible using the App You are purchasing the Token associated with the relevant Collectible through a transaction recording your ownership thereof on our nominated Blockchain and receiving a License (as defined below) to the associated Digital Property to the extent that, if you own the Token, you can access the Digital Property pursuant to these Terms of Use. Your ownership, possession or control of a Token does not provide You any ownership, copyright, title or similar interest in any Digital Property. Your ownership of a Collectible refers to your ownership of a Token and to your limited license to the Digital Property from the VeVe Licensor and does not denote any ownership of the Digital Property or other rights in the Digital Property except as expressly provided for in these Terms of Use.
    5. when You purchase a Non-Collectible Digital Product using the App you are receiving a License (as defined below) to access the Digital Property pursuant to these Terms of Use (and not, for the avoidance of doubt, a Token).
13. Each "License" to a Digital Property is being granted on the following basis:
    1. the Licence is a personal, non-commercial, non-exclusive, non-transferable (except as specifically provided in this clause), non-sublicensable, revocable, limited license.
    2. in the case of Collectibles:
       1. the License is to download, view, display, and use the Digital Property and its associated Content solely for your permitted use within the App utilising the features we make available for such purpose for such Collectible from time to time (which may include the Showroom, listing and selling in the VeVe Market, displaying the Digital Property in the VeVeVerse App and (where applicable) reading digital comics in the VeVe App comic reader and/or the VeVe Comics App reader) in accordance with these Terms of Use
       2. the License to the Digital Property applies only to the extent that You continue to own the associated Token. When You sell a Collectible through the VeVe Market in accordance with these Terms of Use, the License transfers to the new owner of that Collectible, and your License expires with immediate effect.
    3. in the case of Non-Collectible Digital Products, the License is to download, view, display, and use the Digital Property and its associated Content solely for your permitted use within the App utilising the features we make available for such purpose for such Non-Collectible Digital Products from time to time (which may include (where applicable) reading digital comics in the VeVe Comics App reader) in accordance with these Terms of Use;
    4. You agree that You will not, nor permit any third party to: (a) modify the Digital Property in any way; (b) use the Digital Property to advertise, market, or sell any third party product or service; (c) use the Digital Property in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, political matters, X-rated material, or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others, generally be considered untrue, defamatory, obscene, profane or indecent, or otherwise harm or be reasonably likely to harm VeVe's (or any of VeVe Licensor's) names, brands or reputation; (d) use the Digital Property in movies, videos, or any other forms of media, including without limitation the creation or minting of any new non-fungible tokens; (e) 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 Digital Property; (f) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to the Digital Property; or (g) otherwise utilize the Digital Property for your or any third party's commercial benefit or personal gain (e.g. crowd-funding or similar activities).
    5. You agree to comply with all applicable law in (i) using, selling, or transferring the Token and, (ii) your use of any Digital Property.
    6. If at any time You sell, swap, donate, give away, transfer, or otherwise dispose of your Token for any reason through any means, your rights under this limited license will immediately be revoked and expire with respect to the Digital Property associated with this Token without the requirement of notice, and You will have no further rights in or to such Digital Property.
    7. You also understand and agree that neither VeVe nor any of the VeVe Licensors are liable in case of any temporary inability for You to access the Digital Property for reasons beyond the reasonable control of VeVe or any of the VeVe Licensors, including, but not limited to, as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to the storage of or access to any Digital Property. VeVe may use or implement technical measures with respect to the security of the Digital Property and You will not take any action to interfere with, circumvent, disable, or otherwise obstruct any such security-related features or other digital rights management functions associated with the Digital Property or reverse engineer or take any other action that may affect the technology associated therewith.
    8. You:
       1. must not modify any Digital Property or Token;
       2. must not use any Digital Property, Token or associated Content to advertise, market or sell a product or service, or as a basis for a securities product;
       3. agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Digital Property.
       4. You acknowledge that some VeVe Licensors may in certain circumstances have the right to require that Digital Property containing such VeVe Licensor's Intellectual Property Rights be transferred to a different platform through which the relevant User will be able to continue to access and use the Digital Property. We may disclose the personal information of any impacted Users to any such VeVe Licensor and any such VeVe Licensor may contact impacted Users for the purpose of enabling the ongoing access and use of the Digital Property.
    9. Any violation of the terms of the License automatically voids the rights granted to You hereby.
14. Each VeVe Licensor is a third-party beneficiary of these Terms of Use, and, upon your acceptance, every VeVe Licensor as a third-party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against You.

User Content

15. Title to, and all Intellectual Property Rights in, the User Content (as between the parties) remains your property. However, You will not obtain title (in or whole or in part) to any Intellectual Property Rights in any User Content which is a derivative work of any Intellectual Property of VeVe, a VeVe Licensor or any licensor of or service provider to VeVe. Such Intellectual Property Rights belong to the relevant owner or licensor of such Intellectual Property (as applicable). By making any User Content available through our Services You grant to us a non-exclusive, fully paid up, transferable, sub-licensable, worldwide, irrevocable, royalty-free, perpetual license, to use, store, copy, modify, create derivative works based upon, publicly display, publicly perform, market, promote and distribute your User Content for any purpose in connection with operating and providing our Services and Content to You and to others. By accepting these Terms of Use, You allow us to benefit freely from the above rights, including but not limited to:
    1. the right to reproduce User Content by any means and in any form;
    2. the right to publicly or privately broadcast or make available the User Content (or any product incorporating the User Content), free of charge in all places by any means or process known or unknown at the present time, and in particular via Internet, pay per view, pay per play, visual and audio, theatrical or television broadcasting, DVD or Blu-ray, and print;
    3. the right to use the User Content for demonstration, promotion, and advertising for all our Services; and
    4. the right to produce or order the production of any new product or service from the User Content or from any product incorporating or exploiting the User Content, either reproduced as it stands or modified by us or by any outside party of its choice.
16. To the extent that You create any User Content on our sites or our Services (for example by uploading a display picture, wall posts or through interactions with other Users), You grant us a non-exclusive, worldwide, transferable, royalty-free, irrevocable and sublicensable license to exercise all Intellectual Property Rights You have in that User Content including host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your User Content. To the fullest extent permitted under applicable law, You waive your right to enforce your Intellectual Property Rights in that User Content against us, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that User Content in connection with our provision, expansion, and promotion of our Services.
17. Without limiting clauses 11.15 and 11.16, You acknowledge that we may use User Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymized and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms of Use).
18. You represent and warrant that, for all such User Content You provide, You own or otherwise control all necessary rights to do so and to meet your obligations under these Terms of Use. You represent and warrant that such User Content is accurate and not Objectionable. You represent and warrant that use of any such User Content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms of Use, does not and will not infringe any law or regulation or any Intellectual Property Rights of any third party. We take no responsibility and assume no liability for any content provided by You or any third party. To the extent permitted by law, You also agree and undertake that You will not exercise your moral rights (or equivalent rights under applicable laws), such as your right to be identified as the author of any of the User Content, against us or any third party designated by us.
19. You must ensure You have obtained all necessary consents for us to access, collect, hold, process and distribute the User Content as described in these Terms of Use.
20. You will at our request take down, remove and/or delete any User Content You post or distribute on our App or by any other means and You acknowledge and agree that We may take down, remove and/or delete any User Content without your permission.

DMCA Notice and Procedure for Copyright Infringement Claims

21. As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. We, in appropriate circumstances, may remove from the Services information that might infringe the intellectual property rights of others.
    1. Procedure for Reporting Copyright Infringements
       If You believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the VeVe Services, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
       • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
       • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
       • Identification of the URL or other specific location on the VeVe Services where the material that You claim is infringing is located; your address, telephone number, and E-mail address;
       • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
       • A statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
       You acknowledge that if You fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that You will be liable for damages (including costs and attorneys' fees) if You misrepresent or make bad faith claims that any material on the VeVe Services infringes your copyrights. You can contact our Designated Agent via e-mail at vevelegal@veve.me.
       
       THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE VEVE SERVICES. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.

22. Receipt of Proper Infringement Notification
    Once a proper bona fide infringement notification has been received by the Designated Agent, it is VeVe's policy:
    • To remove or disable access to the infringing content;
    • To notify the content provider, member, or user ("Content Provider") that it has removed or disabled access to the content; and
    • That repeat offenders will have the infringing content removed from the system and that we may terminate such Content Provider's access to the VeVe Services.
23. Procedure to Supply a Counter-Notice to the Designated Agent
    If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice, which must contain the following:
    • Content Provider's contact information, including full legal name (not that of a company) of the submitter, an email address, a physical address, and a phone number.
    • The location, including any URL, of the content that has been removed or disabled.
    • The following statement, to which Content Provider must agree: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which we are located, and will accept service of process from the claimant."
    • The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
    • A physical or electronic signature. To satisfy this requirement, Content Provider may type the submitter's full legal name (not that of a company) at the bottom of your electronic counter-notification.
    If a counter-notice is received by the 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 content or cease disabling it in ten business days.
    If we do not receive notice within ten business days that the original complaining party is seeking a court order to prevent further infringement of the content, we may replace or cease disabling access to the material that was removed. The decision to replace or cease disabling access to any content is at our sole discretion.

12) MOBILE DEVICES

1. The following contractual terms apply to You based on the Device the App is installed on:
   1. iOS -- Apple
      1. These Terms of Use are an agreement between You and us, and not with Apple LLC, its subsidiaries or its affiliates ("Apple"). Apple is not responsible for the App and the content thereof.
      2. We grant You the right to use the App only on an iOS device that You own or control and as permitted by the Terms of Service of the applications store owned and operated by Apple (the "Apple App Store").
      3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
      4. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
      5. Apple is not responsible for addressing any claims by You or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
      6. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple may refund the purchase price under the Apple App Store Terms of Service, if applicable, for the App to You; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
      7. Apple is a third party beneficiary of these Terms of Use, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against You.
   2. Android -- Google
      1. These Terms of Use are an agreement between You and us, and not with Google LLC, its subsidiaries or its affiliates (collectively, "Google"). Google is not responsible for the App and the content thereof.
      2. We grant You the right to use the App only on an Android compatible Device that You own or control and as permitted by the Google Play Terms of Service.
      3. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
      4. Google is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
      5. Google is not responsible for addressing any claims by You or any third party relating to the App or your possession and/or use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
      6. In the event of any failure of the App to conform to any applicable warranty, You may notify Google, and Google may refund the purchase price under the Google Play Terms of Service, if applicable, for the App to You; and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the App.
      7. Google is a third party beneficiary of these Terms of Use, and, upon your acceptance, Google as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against You.

13) SECURITY

1. While we take all reasonable steps to ensure that your Digital Products and User Content are secure, you are responsible for the security and system integrity of your Account, Device and your associated connection to the internet. You acknowledge and agree all Collectibles are associated with Tokens on our nominated Blockchain, a distributed ledger network operated by several parties independent to us. The security of the Collectibles depends on the security of the network. You accept and consent to us deciding which Collectibles will become associated with Tokens on another network at our discretion. The security of the Collectibles would depend on the security of that network.
2. You must exercise every possible care to ensure the safety of your Account and Device by taking all reasonable care to prevent loss, theft, unauthorized, criminal or fraudulent use. That includes:
   1. not allowing anyone else to use your Device;
   2. keeping your login details secret and unique;
   3. locking your Device when it is not in use; and
   4. ensuring You have set up password access to your Device and it is active.
3. If You become aware or suspect that your login credentials to our Services have been compromised in any way, You must immediately notify us and also cease using our Services and uninstall and delete the App.
4. You must take all reasonable precautions to protect the value of your Collectibles to You including insuring your Collectibles.

14) THIRD PARTY SOFTWARE, WEBSITES OR RESOURCES

1. The Services may contain links to third party Software, websites or resources (Third Party Services). We provide these links only as a convenience and we are not responsible for the content, products, files or services on or available, accessed or downloaded by You from those Third Party Services, or links displayed on such websites. To the extent permitted under applicable law, You acknowledge sole responsibility for and assume all risk arising from, your use of any Third Party Services, we do not endorse or support any content within the Third Party Services nor are we responsible for what is contained on such the Third Party Services.
2. We are not responsible for the availability or quality of the Third Party Services, including cell phone networks, hotspots, wireless internet and other services. Such Third Party Services may affect your ability to utilize our Services and You hereby waive and release us and any other party involved in creating or delivering our Services from Loss or liability which may arise out of, result from, or relate in any way to such third party services.
3. Through the use of web services and APIs, the App may interact with a range of Third Party Services features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to You. To avoid doubt, if we exercise our right to cease the availability of a third party feature, You are not entitled to any refund, discount or other compensation.
4. You accept that VeVe will not be responsible for any activities or transactions You or any other person performs, completes or attempts to perform or complete on a Third-party Marketplace.

15) TERMINATION

1. You may cease using the Services at any time by requesting removal of your Account from the App. If You do this, these Terms of Use and your right to access and use the Services will terminate immediately.
2. To the fullest extent permitted by applicable law, in the event You commit a Material Breach of these Terms of Use, become Dormant or any of the other matters set out in clause 5.2 apply, we may refuse to create an Account for You, or close your Account and terminate, suspend or modify your access to our Services at any time, for whatever reason, without prior notice or reason given to You.
3. To the fullest extent permitted by applicable law, we may, at our sole discretion and for whatever reason, change, modify, suspend or discontinue any of our Services, including the provision of the App, the VeVe Store or the VeVe Market, at any time by providing 30 days' notice to You.
4. Termination of these Terms of Use does not affect either party's rights and obligations that accrued before that termination.
5. Clauses which, by their nature, are intended to survive termination of your right to access and use the Services, including clauses 1.5 to 1.10, 4, 6, 11 to 14, 18.1 to 18.8 and the Terms of Payment.
6. To the fullest extent permitted by applicable law, no compensation is payable by us to You as a result of termination of these Terms of Use for whatever reason, and You will not be entitled to a refund of any amount that You have already paid to us. Once an Account is closed, any beneficial interests of the User arising from or under, in connection with or otherwise contemplated by these Terms of Use and/or the use of the Services will lapse.

16) WARRANTIES, LIABILITY AND DISCLAIMERS

1. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, AND DO NOT WARRANT THAT THE SERVICES (INCLUDING, TO AVOID DOUBT, THE APPLICATION) WILL BE:
   1. UNINTERRUPTED, SECURE, OR ERROR-FREE (INCLUDING FREE FROM VIRUSES OR OTHER MALICIOUS CODE);
   2. CAPABLE OF QUIET ENJOYMENT, OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING; OR
   3. COMPATIBLE WITH YOUR DEVICE.
2. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS ARE NOT LIABLE FOR ANY LOSS, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COSTS, COSTS OF SUBSTITUTE SERVICES, LIABILITY, EXPENSES (INCLUDING REASONABLE ATTORNEY/CLIENT FEES) OR DAMAGES (INCLUDING DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL) ARISING FROM OR IN RELATION TO:
   1. YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OUR APP, SOFTWARE OR SERVICES;
   2. ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF OUR SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES;
   3. A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
   4. ANY ACT OR OMISSION OF A THIRD PARTY, INCLUDING NEGLIGENT, MALICIOUS OR WILFUL ACTS OR OMISSIONS;
   5. TELECOMMUNICATIONS UNAVAILABILITY, INTERRUPTION, DELAY, FAILURE OR FAULT;
   6. OUR DECISION TO CHANGE, MODIFY, SUSPEND OR DISCONTINUE ANY OF OUR SERVICES;
   7. MAINTENANCE OR REPAIRS CARRIED OUT BY US OR ANY THIRD PARTY SERVICE PROVIDER IN RESPECT OF ANY SYSTEMS USED IN CONNECTION WITH THE PROVISION OF OUR SERVICES, WHETHER THESE LEAD TO DELAYS OR DISRUPTIONS IN OUR SERVICES OR NOT; OR
   8. ANY FORCE MAJEURE EVENT,
   9. WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SHOULD A COURT NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IN THIS USER AGREEMENT, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
3. YOU ASSUME ALL RISKS RELATING TO YOUR USE OF OUR SERVICES WHICH INCLUDES THE RISKS GENERALLY LINKED TO USE OF THE INTERNET, MOBILE OR DESKTOP APPS, BLOCKCHAIN TECHNOLOGY, CYBERSECURITY, LICENSES, MARKETPLACES, REGULATION AND YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND THAT WE DO NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF OUR SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF OUR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF OUR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
4. THE APP IS CONTROLLED OR OPERATED FROM NEW ZEALAND AND IS NOT INTENDED TO SUBJECT VEVE TO ANY NON-NEW ZEALAND JURISDICTION OR LAW (OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OF USE). ALTHOUGH THE APP MAY BE ACCESSIBLE WORLDWIDE, THE APP MAY NOT BE APPROPRIATE OR AVAILABLE FOR USE IN SOME NON-NEW ZEALAND JURISDICTIONS, AND WE MAKE NO REPRESENTATION THAT MATERIALS THEREON ARE LAWFUL, APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE NEW ZEALAND AND ACCESSING THEM FROM TERRITORIES WHERE ITS CONTENT OR YOUR PARTICIPATION ON THE APP IS ILLEGAL IS STRICTLY PROHIBITED. THOSE WHO CHOOSE TO ACCESS THE APP FROM THE OTHER LOCATIONS OUTSIDE NEW ZEALAND DO SO ON THEIR OWN RISK AND MUST COMPLY WITH ALL LOCAL LAWS INCLUDING BUT NOT LIMITED TO TAX AND SECURITIES LAWS. WE MAY LIMIT THE APP'S AVAILABILITY AT ANY TIME, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA OR JURISDICTION THAT WE CHOOSE.
5. EXCEPT TO THE EXTENT PERMITTED BY LAW, NOTHING IN THESE TERMS OF USE HAS THE EFFECT OF CONTRACTING OUT OF THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993, OR ANY OTHER CONSUMER PROTECTION LAW THAT CANNOT BE EXCLUDED. TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE EXTENT OUR LIABILITY CANNOT BE EXCLUDED BUT CAN BE LIMITED, OUR LIABILITY WILL BE LIMITED TO NZ$100.
6. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSES 16.1 TO 16.4 DO NOT APPLY, OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OF USE OR THE SERVICES WILL NOT EXCEED NZ$100.

17) INDEMNITY

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY US FROM, AND HOLD US HARMLESS FROM, AND AGAINST ALL LOSS THAT ARISES FROM OR IN CONNECTION WITH:
   1. YOUR ACCESS AND USE OF OUR SERVICES;
   2. YOUR USE OF A THIRD-PARTY MARKETPLACE;
   3. YOUR BREACH OF THESE TERMS OF USE; AND
   4. ANY USER CONTENT YOU MAY PROVIDE.

18) GOVERNING LAW AND DISPUTE RESOLUTION

1. These Terms of Use and any dispute arising out of or in relation to them shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.
2. If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms of Use, please contact us in the first instance and we will endeavour to facilitate a resolution of the relevant question, concern, disagreement, complaint, dispute, or difference.
3. Any disagreement, complaint, dispute, or difference arising out of or in connection with these Terms of Use must be dealt by us first (in accordance with clauses 18.4 and 18.5) before the User is permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. The User acknowledges that we are not obliged to investigate or follow up a complaint made by one User against another User.
4. Following the receipt of a notice notifying VeVe of a User's disagreement, complaint, dispute, or difference, VeVe and the User will attempt to resolve this in good faith within 30 days of notification by the User. VeVe will notify the User the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined by VeVe. If you do not agree with the outcome as determined by VeVe, you may take such other action to resolve the dispute as permitted under these Terms of Use.
5. When determining the outcome of your disagreement, complaint, dispute, or difference, VeVe may take into account any factors that VeVe considers relevant in the circumstances, including without limitation, the Fundamental Objectives of the App.
6. To the fullest extent permissible by law, subject to clause 18.2 to 18.5 and 18.8 below, You and we agree that any dispute or disagreement arising out of or in connection with these Terms of Use will be settled by arbitration as follows:
   1. the arbitration will be administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") current at the time the arbitration is commenced
   2. the Tribunal shall consist of a sole arbitrator
   3. the seat of the arbitration shall be Singapore
   4. the language of the arbitration shall be English
   5. the law applicable to this arbitration agreement and arbitral proceedings shall be New Zealand law.
7. To the fullest extent permissible by law, these Terms of Use provide for the exclusive resolution of disputes through individual arbitration on your own behalf instead of through any class or representative action and You agree that any dispute against us whatsoever shall be brought by You individually and not as a member of any class or as part of a class or representative action, and You expressly agree to waive any law entitling You to participate in a class or representative action.
8. For the avoidance of doubt, anything within clauses 18.1 to 18.9 (including the above arbitration agreement) does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of these Terms of Use and/or infringement or misappropriation of our or our licensors' intellectual property rights.
9. If You are located in a jurisdiction in which an arbitration agreement is not enforceable then the parties agree to the exclusive jurisdiction of the New Zealand courts to resolve any dispute arising from or in relation to these Terms of Use.
10. VeVe may but is not required to consider, manage or facilitate a resolution to any dispute between Users.

19) GENERAL

1. Our provision of the Services to You is non-exclusive. Nothing in these Terms of Use prevents us from providing the Services to any other person. Subject to the rest of these Terms of Use, we will use reasonable efforts to ensure that the App is available on a 24/7 basis. However, it is possible that on occasion, the App may be unavailable to permit maintenance or other development activity to take place, or due to Force Majeure.
2. These Terms of Use constitute the entire and exclusive understanding and agreement between us and You in respect to any matter raised in these Terms of Use, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between us and You with respect to any matter raised in these Terms of Use.
3. You may not assign or transfer any of your rights under these Terms of Use without our prior written permission. Any attempt by You to assign or transfer these Terms of Use, without such permission, will be null. We may freely assign or transfer these Terms of Use, including any right or obligation set out in these Terms of Use, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.
4. Any reference to VeVe in these Terms of Use includes VeVe's successors and permitted assigns.
5. We may provide You with notices, including notices relating to these Terms of Use by way of electronic communications, including by email or other electronic communication through the App. You are solely responsible for ensuring your contact details in your Account are always up to date.
6. If any part of these Terms of Use is, or becomes, legally invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.
7. We reserve the right to add, vary or otherwise change these Terms of Use at any time. We will publish the most recent version of these Terms of Use on the App.
8. If we do not exercise or enforce any rights available to us under these Terms of Use, that does not constitute a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.
9. Our shareholders, subsidiaries, affiliates, officers, directors, agents, subsidiaries, joint ventures, and employees will have the benefit of our rights, powers and protections in these Terms of Use and any one of them can enforce any of our rights, powers and protections as if they were a party to these Terms of Use.
10. Nothing in these Terms of Use shall be deemed or is intended to be deemed, nor shall it cause, either You or us to be treated as partners, joint ventures or as the agent of the other.
11. Neither us, nor any user of our Services, nor any other party involved in creating, producing, or delivering our Services shall be liable for any failure to perform its obligations under these Terms of Use to the extent caused by Force Majeure provided that the affected party:
    1. notifies the other party as soon as practicable;
    2. uses best efforts to overcome the Force Majeure; and
    3. continues to perform its obligations to the extent practicable.