ODAG NFT Services - Subscription Addendum

Effective Date, May 1, 2023

www.orlandodigitalartgallery.com/OrderAddendum

This document defines the specific additional terms and conditions under which OADG

agrees to sell a subscription to an NFT Service to the Subscriber.

This document (the “Subscription Addendum”) is an addendum to the ODAG Terms

of Service – Terms of Service (available

at www.orlandodigitalartgallery.com/serviceterms; below referred to as “Terms of

Service”) and defines the specific additional terms and conditions under which OADG

agrees to sell a subscription to a NFT Service to the Subscriber.

This Subscription Addendum is subject to the terms and conditions outlined in the

will have the meaning assigned to them in the Terms of Service. Unless expressly

stated otherwise below, in the event of any inconsistency or conflict between the Terms

of Service and the terms of this Subscription Addendum, the Terms of Service will

prevail.

1. Purpose

Scope. Access and use of the NFT Services are governed by the Terms of

Service. The purpose of this Subscription Addendum is to define the additional

terms pertaining to the procurement of a NFT Service directly from OADG. As

such, this Subscription Addendum applies to you only to the extent that OADG

agreed to act as the sales channel itself and sell you a subscription to a NFT

Service directly and not through an authorized third-party reseller.

Application. To the extent that this Subscription Addendum applies to your

purchase of a subscription plan to a NFT Service, this Subscription Addendum

will be deemed part of the Terms of Services and incorporated therein by

reference. For avoidance of doubt, if you procure a subscription to a NFT Service

through a third party authorized sales channel, then the terms of this Subscription

Addendum shall not apply to such subscription and, in addition to the Terms of

Service, terms and conditions defined by such third party sales channel will apply

to your procurement of the relevant NFT Service.

2. Procurement of NFT Services

a. Orders. Subscriber may purchase a subscription to a NFT Service by

executing a subscription order in the form provided by OADG and submitting it

physically or electronically through the dedicated subscription portal, by email or

other supported means as defined by OADG from time to time (an “Order”). The

Order will, amongst other things, identify the NFT Service requested by

Subscriber together with: (i) the NFT Service pertaining to the subscription;

(ii) the subscription plan, tier or option selected by you (the “Plan”); (ii) the

amounts payable to OADG for the subscription to such Plan (the “Fees”); (iii) the

subscription period; (iv) the applicable taxes, if any; and (v) such other details as

may be relevant for the Order or the provision of the relevant NFT Service.

Unless stated otherwise in the Order, all Fees are quoted and invoiced in United

Stated dollars (USD).

b. Order validity. An Order will become binding when it is received and accepted

by OADG either in writing or through other supported manual or automated

mechanisms (such as, for example, a NFT Service provisioning portal). OADG

may also accept an Order by making available the requested NFT Service to the

Subscriber.

c. Fees on renewal. OADG’s subscription Fees are subject to change at any

time. We will give you a notice to that regard, either by email, through the NFT

Service, the NFT Service subscription portal, by publishing such changes on our

website or through other means available to us. However, such changes will not

impact any then current subscription that the Subscriber may have until the later

of (i) the expiration of your then-current subscription Plan term; or (ii) sixty (60)

days following the date of such change. This means that, unless you change

your Plan during your subscription term, the Fees payable for your then-current

subscription will not change during the Initial Term or the then-current Renewal

Term applicable to your Plan. Subject to the above, renewals will be charged at

the rates in force at the time of renewal.

d. NFT Revenues. Revenues obtained from OADG sales of digital images

provided by Subscriber.

e. Optional features. OADG may make available for purchase, in relation to a

given Plan, certain additional capabilities, enhancements or other optional

features that are not included by default in that Plan (each an “Optional

Feature”). If the Subscriber wishes to procure any Optional Feature in relation to

its Plan during its term, the Fees pertaining to each such Optional Feature will be

charged at the prices in effect at the time the subscription to the Optional Feature

is purchased by the Subscriber, but prorated to the remainder of the then current

subscription term left in the Plan. Purchased Optional Features will be linked to

the specific NFT Service Plan subscribed to by the Subscriber and will, therefore,

be automatically renewed or terminated at the same time as the main Plan.

f. Subscription duration and renewal. Unless the Order defines the start date

of your subscription to a NFT Service Plan, your subscription to such NFT

Service Plan will begin on the later of (i) the date of OADG’s acceptance of the

relevant Order, (ii) the date on which OADG grants you access to the NFT

Service covered in such Order (the “Start Date”). The original term of your

subscription to the Plan will expire at the end of the subscription period defined in

the Order or such other period covered by the Plan following the Start Date (the

“Initial Term”). Unless expressly stated otherwise on the Order, upon the

expiration of the Initial Term, your subscription to the Plan (and to related

Optional Features, if any) will automatically renew for additional successive

periods of the same duration as the Initial Term (each a “Renewal Term”; and all

Renewal Terms together with the Initial Term are referred to as the

“Subscription Term”), unless you provide us with a notice of non-renewal at

least thirty (30) days before the expiration of the Initial Term or then-current

Renewal Term (as applicable). Such non-renewal notices shall be given to us

through automated means made available as part of the NFT Service, a

dedicated subscription portal made available by OADG in relation to certain NFT

Services, or by contacting us in writing. Unless expressly agreed to otherwise

between you and us, your subscription will renew for each Renewal Term at the

then-current OADG subscription rate applicable to your Plan and the related

Optional Features, as applicable.

g. Plan changes. If you choose to upgrade your Plan during its Initial Term or a

Renewal Term to another Plan, then we will apply, as a credit towards your

payment of the subscription Fees for the new Plan, the prorated Fees until the

end of such Initial Term or Renewal Term (as applicable) under the old Plan. As

such, you will be required to only pay the outstanding balance of Fees payable to

OADG for the new Plan until the expiration of such Initial Term or Renewal Term

(as applicable). For clarity, no refund will be issued for any prepaid Fees in case

of Plan downgrades. Certain Optional Features may not be available in relation

to the new Plan. If the Optional Feature is not compatible with the new Plan, the

Optional Feature will be terminated and not renewed. You may contact OADG to

confirm the availability of a given Optional Feature in relation to the new Plan

before you request a Plan change. In any case, it is your responsibility to ensure

that the Optional Feature is available in relation to the new Plan before you

request a Plan change.

3. Provision of NFT Services

a. No suspension for convenience. NFT Services are provided on a

continuous basis and OADG will not agree to temporarily suspend the Term of

your Plan for your convenience.

b. Support. Subject to payment of the corresponding Fees, OADG will provide

the support services specified in the applicable Order or the details of the Plan

and/or the Optional Feature procured by you. OADG’s responsibility in providing

support to the Subscriber will consist of OADG using commercially reasonable

efforts to identify and resolve all in-scope issues as the result of which the NFT

Services do not perform in a manner consistent with the Terms of Service and

the relevant OADG documentation. In certain cases, we may need to access

your systems or your instance of the NFT Service, remotely or physically, to

provide support in relation to an issue. In those cases, we will ask you to grant us

such access as may be reasonably necessary for us to perform support services.

You understand that if you do not grant us such access, we may not be able to

provide you such support or help resolve the issue with respect to which you

requested our support in the first place.

4. Invoicing and Payment (* - Section 4 Not Applicable if fees are waived.)

a. Invoicing and payment. Fees shall be paid based on invoices issued by

OADG. Invoices for annual subscriptions will be issued on or about the

first business day of the first month following the activation (for the Initial

Term), and thereafter, annually, upon renewal. Invoices for monthly

subscriptions will be issued on or about the first business day of the first

month following the activation (for the Initial Term), and thereafter, on

monthly basis, on or about the first business day of each month. All

invoices are payable within thirty (30) days from the date of issuance.

* - If Fees are waived, ODAG will pay Subscriber within 30 days of receipt of funds for

each digital NFT sold by ODAG.

b. Payment method. Unless expressly stated in the Order or otherwise agreed

to in writing between you and us, subscriptions to NFT Services must be paid for

via a valid credit or debit card (through major payment card networks generally

accepted by OADG). If you opted for a preauthorized method of payment, you

are expressly authorizing us to have charged all the Fees and other applicable

charges pertaining to your procurement of NFT Services to the payment card that

you’ll have provided in relation to your subscription, which includes the Fees for

recurring payments for subscriptions, payment for any Optional Features, as well

as any other charges payable under your Plan or the Terms of Service (including

any applicable addendum or NFT Services Supplement thereto). Recurring

charges will be charged to your payment card monthly, annually or at such other

frequency which corresponds to the Plan and the Optional Features, if any,

selected by you.

c. Processing of payments and chargebacks. Unless otherwise agreed to in

writing by between you and us, all payments will be processed by a third-party

and OADG will not store your payment card data. Payment processing will be

subject to the payment processor’s terms and conditions and privacy policy. For

the purpose of this section, payment processing is deemed to be a Third Party

Service, as defined in the Terms of Service, and OADG shall have no liability to

you or your Users for such payment processor’s access and use of your payment

card data and such payment processor’s compliance with its own terms of

service and privacy policy. Credit and debit card payments are subject to the

approval of the card issuer, and OADG will not be liable in any way if a card

issuer refuses to accept a credit or debit card for any reason. You are

responsible for any credit card chargeback or similar fees for refused or rejected

payments chargeable by your card issuer or the third party payment processor.

OADG reserves the right to further charge you an administrative fee for refused

or rejected payments processed under this Subscription Addendum.

d. Non-payment. If OADG has not received payment within thirty (30) days after

the due date, or if the payment card associated with your account is declined or

fails for any reason, we will send you a written warning notice in such case (using

the contact information associated with your account for the NFT Service) and

allow you a reasonable time (under the circumstances) to issue your payment to

us. Except for any invoiced amounts disputed in good faith by you, and without

prejudice to any other remedies available to us, we reserve the right to charge

you an annual interest rate of nine percent (9%) above the policy interest rate of

the Bank of Canada, or the maximum amount permitted by law, whichever is

lower, compounded monthly, until the full payment is received. In addition, in the

event legal action is taken by us for payment, you agree that we may recover

costs of collection and reasonable attorney's fees. We further reserve the right to

suspend or terminate your access to the NFT Service if you fail to pay your Fees

as they become due.

e. Taxes. Unless expressly stated otherwise by OADG, all Fees are exclusive of

applicable sales, value added and other similar taxes, all of which shall be paid

by you in addition to such Fees. You hereby confirm that we may rely on the

information that you provided to us as part of the Order as being the place of

supply for such tax purposes. If you are legally entitled to an exemption from the

payment of any taxes, you must promptly provide us with a valid tax exemption

certificate for each requested taxing jurisdiction. Unless otherwise prohibited by

law, we will apply the benefits of any requested tax exemption to charges

occurring under your account on a going-forward basis following our receipt and

processing period of each such tax exemption certificate.

f. Invoicing errors and disputes. If you reasonably and in good faith dispute

any portion of the invoiced Fees, you must provide us written notice to that

regard within thirty (30) days from the date of your receipt of the relevant invoice,

identifying in detail the reasons for the dispute, the amount being disputed, as

well as submitting to us all relevant proof as may be reasonably necessary for us

to validate your claim. Your dispute as to any portion of the invoice will not

excuse your obligation to timely pay the undisputed portion of such invoice. Upon

resolution of the dispute between you and us, you must pay any unpaid but

payable amounts within thirty (30) days, without further notice from us. Any

amounts that are found to be in error resulting in an overpayment by you will be

applied as a billing credit towards future invoices or reimbursed for any

outstanding billing credits at the expiration or termination of this Subscription

Addendum.

5. Term and Termination

a. Term of this addendum. The Term of this Subscription Addendum will

commence on the date of OADG’s acceptance of the Order and continue until all

Plans under all Orders hereunder are terminated or expire, unless terminated

earlier in accordance with the terms of this Subscription Addendum or the Terms

of Service.

b. Effect of termination. If you terminate the Terms of Service or any Plan or

Optional Feature as a result of a material breach by OADG of its obligations

under the Terms of Service, you will not be liable for any Fees payable for the

period following the date of such termination of the Terms of Service, the Plan or

Optional Features (except for those Fees arising from your use of the NFT

Services prior to them being disconnected), and we will issue to you a prorated

refund of all prepaid and unused Fees paid by you for terminated NFT Services.

If, however, you terminate the Terms of Service or any Plan or Optional Feature

for any reason other than as a result of a material breach by OADG of our

obligations under the Terms of Service, you will not be eligible to a refund of any

prepaid Fees and must, to the extent permitted by applicable law and without

limiting any other right or remedy of OADG, pay, within thirty (30) days of such

termination, all amounts that have accrued prior to such termination, as well as

Fees payable for the remainder of the Initial Term or the then-current Renewal

Term pertaining to your subscription Plan.