Orlando Digital Art Gallery (“ODAG”) - Terms of Service

Effective Date: May 1, 2023

www.orlandodigitalartgallery.com/serviceterms

This document describes the terms and conditions under which ODAG enables its

customer to access and use our software-as-a-service and other digital art and non-

fungible tokens (“NFT”) technology solutions and the associated services made

available by ODAG.

Thank you for choosing ODAG products. This document (the “Terms of Service”)

describes the terms and conditions under which ODAG Inc. (referred to as “ODAG”,

“we”, “us” or “our”) enables its customer (either you as an individual, or the legal entity

that you represent, or for the benefit of which you are agreeing to these Terms of

Service and have the full power and authority to bind contractually, as applicable;

referred to as the “Subscriber”, “you”, “your” or “yours”) to access and use our

software-as- a-service and other NFT technology solutions and the associated services

made available by ODAG (each a “ODAG Service”). The OADG Services may be

accessed by the Subscriber directly, or by its employees or other authorized users

acting on its behalf (each a “User”).

PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS OF SERVICE

CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE CUSTOMER AND

ODAG, AND CONTAIN IMPORTANT INFORMATION REGARDING THE DURATION

OF THE SERVICES, OUR RIGHTS TO CHANGE THESE TERMS OF SERVICE,

LIMITATIONS OF OUR LIABILITY, WARRANTY DISCLAIMERS, TERMS

REGARDING THE CUSTOMER AND ITS USERS’ PRIVACY RIGHTS, AS WELL AS

TIME LIMITATIONS FOR SUBMITTING LEGAL CLAIMS. THE CUSTOMER’S

(INCLUDING ITS USERS’) USE OF OUR SERVICES WILL MEAN THAT THE

CUSTOMER HAS ACCEPTED THE TERMS AND CONDITIONS DESCRIBED

BELOW.

1. Scope

These Terms of Service apply to the provision of all ODAG NFT Services to the

Subscriber and its Users. Please note that additional terms may apply with

respect to some NFT Services. Such additional terms are identified below as

addenda to these Terms of Service and, to the extent applicable, supplement

and form an integral part of these Terms of Service. If any other ODAG terms

and conditions apply to our provision of any NFT Service, such additional terms

will be provided to the Subscriber at the time of its subscription to the relevant

NFT Service in the form of a NFT Service Supplement to these Terms of Service.

In the event of any inconsistency or conflict between the documents mentioned

above, the following order of priority will apply, unless expressly stated otherwise

in the relevant document: (i) these Terms of Service; (ii) the terms of an

addendum to these Terms of Service, and (iii) the terms of a NFT Service

Supplement.

2. Subscription

a. Subscription models. The Subscriber may procure an NFT Service by

purchasing a subscription through an authorized sales channel.

Subscription to certain NFT Services may require a minimum subscription

commitment period. Where applicable, this requirement will be shared with

you at the time of your subscription. Certain sales channels may have

additional terms and conditions applicable to the purchase of our NFT

Services, which will apply in addition to, and not in replacement of, these

such additional terms and conditions before subscribing to any NFT

Service. In instances where ODAG acts as the sales channel for your

procurement of a NFT Service, the terms of the NFT Services

Subscription Addendum to these Terms of Service will apply.

b. Trial subscriptions. We may, from time to time, offer trial subscriptions to

some of our NFT Services. Please note that certain features may be limited or

not be available as part of trial subscriptions. The duration of such trial may vary

from one NFT Service to another. If the Subscriber subscribes for a trial, we will

make available the relevant NFT Service to the Subscriber on a trial basis, free of

charge, unless otherwise agreed to in writing between us. The trial subscription

will end upon the expiration of the trial period, unless the Subscriber will have

purchased a paid subscription to such NFT Service before then. The trial

subscription may terminate sooner, in accordance with these Terms of Service.

Additional terms and conditions may apply with respect to specific NFT Services.

If applicable, these additional terms will be disclosed to the Subscriber prior to

the trial subscription, and will apply in addition to, and not in replacement of,

these Terms of Service. Unless the Subscriber purchases a paid subscription,

any and all Subscriber Data (as defined below) collected and stored as part of

the trial will be deleted following the expiration of the trial period.

4. Conditions of Use

a. Subscriber account. Upon subscription to a NFT Service, the Subscriber

may be invited to create an account for the Subscriber and/or its Users (the

“Subscriber Account”). The Subscriber must protect the Subscriber Account

with a complex, secure password, and keep its login information confidential. The

Subscriber is fully responsible for its and its Users’ access and use of the

Subscriber Account, and any Subscriber Data accessible through it. Unless

expressly permitted otherwise by ODAG in writing, the Subscriber may not create

shared Subscriber Accounts so that multiple Users or other individuals would

have access to one single Subscriber Account. The Subscriber Account is part of

the NFT Services it is associated with.

b. Permitted use. The Subscriber may only access and use each NFT Service

(including any software provided as part of it) for its internal purposes, and not for

distribution or resale. The Subscriber may not access or use the NFT Service to

create products that could be considered competitive with ODAG NFT Services.

The Subscriber may not (and shall not encourage, assist or permit any other

person to) modify, decompile, reverse engineer or otherwise tamper with any

NFT Service, in whole or in part (including without limitation any software

provided as part of it, as well as any underlying technologies, systems, networks

and services provided in relation to our NFT Services), or create any derivative

works therefrom or thereof. Except as expressly allowed herein, the Subscriber

may not copy, sell, distribute, license or sub-license any NFT Service in whole or

in part (including without limitation any software provided in association

therewith). For avoidance of doubt, the foregoing does not restrict the Subscriber

to designate any individual as a User and permit such User to access and use

the NFT Services for or on behalf of the Subscriber or any of the Subscriber’s

Affiliates. For the purpose of this document, the term “Affiliate” shall mean any

entity that owns or controls, is owned or controlled by, or is under common

ownership or control with the Subscriber. We reserve the right to limit or suspend

Subscriber’s (and/or any User’s) access or use of the NFT Services, in whole or

in part, if we have reasonable grounds to believe that Subscriber (or any of its

Users) violates these Terms of Services or accesses or uses our NFT Services in

a manner that is unlawful, fraudulent, abusive, or that otherwise violates the

applicable laws, including without limitation those pertaining to the privacy and

property rights (including without limitation intellectual property rights) of others.

The Subscriber understands that by doing so, we will not be liable to the

Subscriber or any other person for any inconvenience, losses or damages

whatsoever.

c. Subscriber promises. By accessing and using the NFT Services, the

Subscriber guarantees to ODAG that: (i) it possesses all necessary permissions

and authorizations to access and use the NFT Services in a manner described in

these Terms of Service; (ii) it has taken and will take such steps as may be

necessary to ensure that its access and use of the NFT Services complies with

the applicable laws and regulations; and (iii) it does not and will not use the NFT

Services for any purpose that is illegal, unlawful, fraudulent or contrary to these

or actual illegal, unlawful, fraudulent or improper activity related to the NFT

Services. The Subscriber further understands and agrees that the Subscriber is

fully liable for its Users’ access and use of the NFT Services and their

compliance with these Terms of Service, as well as for all of their actions and

omissions, as if they were actions or omissions of the Subscriber directly.

d. Support. Support services in relation to each NFT Service will be provided to

the Subscriber directly by the authorized sales channel through which the

Subscriber procured such NFT Service and may be subject to additional terms

and conditions imposed by such sales channel.

e. Service availability. We work hard to maximize the availability of our NFT

Services. Please refer to the NFT Services Service Level Addendum to these

version of the Service Level Addendum is available at __________________.

f. Supplied hardware. We may make available to the Subscriber certain

hardware in relation to the Subscriber’s use of select NFT Services. If ODAG

provides any such hardware to the Subscriber, such hardware will be uniquely

identified by us in writing, will remain the property of ODAG, and will be provided

in accordance with the NFT Services Hardware Addendum to these Terms of

Service. The current version of the Hardware Addendum is available

at __________________________.

g. Third-party services. Our NFT Services may enable the Subscriber to access

and use third-party software and/or services through integration of such third-

party offerings with our NFT Services (“Third-Party Services”). The Subscriber

acknowledges that integrations and accesses to such Third-Party Services in

association with our NFT Services are made available to the Subscriber for

convenience only. ODAG does not endorse any such Third-Party Services, nor

does ODAG make any representations or provide any warranties whatsoever

with respect to any such Third-Party Services. Third-Party Services are not part

of NFT Services. Third-Party Services are provided to the Subscriber in

accordance with their respective terms and conditions, and the Subscriber alone

is responsible for ensuring that it procures appropriate rights to access and use

any such Third-Party Services in association with the NFT Services and complies

with the terms and conditions applicable to their use. For clarity, third-party login

authentication services that may be used by the Subscriber or its Users to log in

to the Subscriber Account are considered Third-Party Services.

h. Scope changes. As the technology world continues to evolve, we may need

to adapt the scope of our NFT Services to provide our customers with our newest

features and security protections, as well as to comply with the applicable legal

framework. This may include, from time to time, discontinuing features that are of

little or no relevance to most of our customers. While we may make these

changes without advance notice to our customers, we promise not to materially

decrease any key features of the NFT Services without first advising you in

writing.

5. Licenses, Intellectual Property Rights and Third-Party Tools

a. Grant of licenses. To the extent ODAG provides Subscriber with any software

as part of an NFT Service, ODAG hereby grants Subscriber a limited, non-

exclusive, non-transferrable, non-assignable royalty-free license to download,

install, access and use such software, only in the form made available by ODAG,

up to the maximum number of instances or digital images specified in the

purchase order, in the territory specified in the purchase order, for the

subscription term specified in the purchase order, for use in accordance with the

applicable documentation.

b. Subscriber property rights. The Subscriber is and will remain the sole owner

of all rights (including without limitation all intellectual property rights), titles and

interest in and to all information, materials and other data uploaded by the

Subscriber or any of its Users to the NFT Services, or generated for the

Subscriber by our NFT Services during the term of these Terms of Service

(“Subscriber Data”). Subscriber Data includes, but is not limited to, any personal

data pertaining to the Subscriber or its Users and other materials and content

uploaded to and stored by the Subscriber or its Users in the Subscriber Account

associated with the NFT Services.

c. ODAG property rights. Our NFT Services and all software are protected by

law, including all associated intellectual property rights (such as patents,

copyrights, service marks, trademarks, trade secrets, moral rights and other

intellectual property rights) in Canada, the United States, and other countries.

ODAG, together with its licensors and partners (as applicable), is and will remain

the sole owner of all rights, titles and interest in and to all trademarks, service

marks, software, hardware and any other technology and/or property provided or

otherwise made available by or on behalf of ODAG in relation to the NFT

Services, including all modifications and derivative works, as well as the

associated goodwill, regardless of any use of the words ‘purchase’, ‘sale’ or the

like in these Terms of Service, our websites or any documentation. ODAG will

also exclusively own all rights, titles and interest in and to any information and

usage data (other than the Subscriber Data) collected or generated from the

Subscriber’s access and use of our NFT Services or any software provided by

us. For clarity, such usage data does not include any personal data of the

Subscriber or its Users, all of which is Subscriber Data. The Subscriber

acknowledges that we may collect and use such usage data to provide support

services to the Subscriber, as well as to access and improve the performance

and the quality of our NFT Services.

d. Trademarks. The trademarks used in these Terms of Services and their

respective logos are trademarks or registered trademarks of ODAG LLC or its

affiliates in the United States, Canada and other countries.

6. Term and Termination

a. Term. The Subscriber will be bound by these Terms of Service immediately

upon its subscription to any NFT Service (whether through purchase of a

subscription or on a trial basis), and, subject to section 5.b below, will remain in

full force and effect until the expiration of the term of all subscriptions to NFT

Services held by the Subscriber, regardless of the sales channel through which

the Subscriber procured such NFT Service.

b. Termination. These Terms of Service will be terminated upon the occurrence

of any of the following events: (i) if the Subscriber terminates these Terms of

Service by providing ODAG with a written notice to that regard; (iii) ODAG

terminates these Terms of Service by providing the Subscriber with a written

notice to that regard if: (a) the Subscriber (or any of its Users) is in breach of any

of the terms of these Terms of Service or any license for third-party software,

(b) the Subscriber’s use of the NFT Services is prohibited by law or is disruptive

to, adversely impacts or causes a malfunction to the NFT Services, ODAG’s

network or systems, (c) ODAG receives an order from a court or a regulatory

authority to cease the provision of the NFT Services to the Subscriber or the

relevant NFT Services in the territory where such NFT Service was made

available to the Subscriber or in general, or (d) ODAG discontinues the relevant

NFT Services in the territory where such NFT Service was made available to the

Subscriber, or in general (provided that in such case we will not terminate your

access to such NFT Service until the later of the expiration of your then-current

subscription term or (6) months following issuance of our notice advising you of

such discontinuation); or (iv) as otherwise provided in these Terms of Service.

c. Effect of termination. Upon termination of these Terms of Service: (i) ODAG

will immediately stop providing all NFT Services to the Subscriber (including its

Users), (ii) all software licenses provided by ODAG to the Subscriber as part of

the NFT Services, if any, will immediately terminate, and the Subscriber must

uninstall such software from all of its devices, and destroy all copies thereof; and

(iii) as applicable, the Subscriber must without delay return to ODAG all hardware

made available to the Subscriber in accordance with the Hardware Addendum

hereto. However, the Subscriber may make a reasonable number of copies of

the software for general archiving and compliance purposes. We may request a

certificate signed by an authorized representative of the Subscriber confirming

the Subscriber’s compliance with the provisions of this section 5.c.

d. Survival. Notwithstanding anything to the contrary in these Terms of Service

or any applicable addendum hereto, the sections intended to survive the

termination of these Terms of Service and all such addenda (including without

limitation the following: 3.b, 3.c, 4.b, 4.c, 5.c, 5.d, 6.a, 7 and 8) will survive its

termination.

7. Confidentiality, Privacy and Data Security

a. Confidential information. As part of the NFT Services, both the Subscriber

and ODAG may obtain certain non-public information relating to other party’s

business and products, such as, but not limited to, codes, technology, know-how,

algorithms, testing procedures, structure, interfaces, specifications

documentation, pricing information, bugs, problem reports, analysis and

performance information, and other technical, business, operational and product-

related data (“Confidential Information”). Each party agrees to hold such

Confidential Information in confidence, and not disclose it to anyone or use it for

any purpose other than the use (in the case of the Subscriber) or the provision (in

the case of ODAG) of the NFT Services under these Terms of Service. It is

understood that ODAG may disclose the Subscriber’s Confidential Information to

its affiliated companies, contractors, partners and licensors (including their

respective directors, officers, contractors, employees, agents and

representatives) on a need-to- know basis, in order to be able to provide the NFT

Services to the Subscriber.

b. Privacy. We respect our customers’ privacy. In order to be able to provide the

NFT Services, we may need to access, collect and store certain proprietary,

confidential or personal information. We may also need to share such information

with our licensors and partners who assist us in providing the NFT Services. The

objectives and the scope of our collection, use and disclosure of personal data of

the Subscriber and its Users in connection with their use of the NFT Services is

outlined in our privacy policy, available at www.ODAG.com/privacy. The

Subscriber’s acceptance of these Terms of Service will also signify the

Subscriber’s acceptance of the terms of the privacy policy.

c. Data security. We have put in place and will maintain throughout your

subscription to the NFT Services administrative, physical, and technical

measures for the protection of the security, confidentiality and integrity of the

Subscriber Data. Those measures include safeguards for preventing access,

use, modification or disclosure of the Subscriber Data by our personnel except if

necessary to provide you with the NFT Services and any related services (such

as support), to prevent or resolve service or technical problems, if required by

law, or if otherwise agreed to in writing by the Subscriber.

d. Processing of personal data. The NFT Services Data Processing Addendum

to these Terms of Service defines additional terms and conditions applicable to

ODAG’s processing of personal data of the Subscriber and its Users, including

without limitation those under which ODAG will collect, use or otherwise process

personal data of residents of member states of the European Economic Area

(“EU Resident Data”). The Data Processing Addendum will to ODAG and the

Subscriber apply automatically in the following cases: (i) if Subscriber will use the

NFT Service in the territory of any member state of the European Economic

Area, except if such NFT Service is provided on a trial basis; or (ii) if, in relation

to Subscriber’s use of the NFT Service, Subscriber and/or ODAG will collect, use

or otherwise process EU Resident Data, except if such NFT Service is provided

on a trial basis. The current version of the Data Processing Addendum is

available at ____________________.

8. Warranties, Indemnities and Limitation of Liability

a. Our warranties. We warrant that during the term of your subscription to a NFT

Service, the NFT Services will perform materially in accordance with the

applicable documentation throughout the duration of the Subscriber’s

subscription term, provided that the NFT Service is used in accordance with such

documentation. For clarity, the foregoing warranty does not extend to ensuring

continuous availability of any Third-Party Services, as they may not be under our

control. If we are in breach of any warranty above, the Subscriber’s only remedy

will be to terminate these Terms of Service in accordance with section 5.b above.

b. Compliance with laws. The Subscriber warrants that its access and use of

our NFT Services (including, where applicable, access and use of any software

and/or hardware provided hereunder) will be in compliance with all applicable

laws, rules and regulations, including privacy, intellectual property, exports and

imports laws and regulations in Canada, the United States and in other countries.

The Subscriber may access and use our NFT Services (and access and use any

software and/or hardware provided in association with them), only in the territory

in which we made available the NFT Services for purchase by the Subscriber

through the authorized sales channel. The Subscriber is prohibited from

downloading, accessing and/or using any NFT Service, in whole or in part, in any

territory that is under an embargo by Canada or the United States. In all cases,

the Subscriber is responsible for determining if and how the Subscriber needs to

comply with the applicable laws, rules or regulations, and if the Subscriber needs

to obtain any permits for that before the Subscriber (including any of its Users)

access or use any NFT Service (or access or use any accompanying software

and/or hardware, if applicable).

c. Disclaimer of other warranties. Except for the warranties described in

section 7.a above, to the maximum extent permitted by law, ODAG makes no

representations and gives no warranties with regards to the NFT Services,

including without limitation with regards to their performance, availability,

coverage, uninterrupted availability, security, pricing or operation, or that of any

software, hardware, services, connections, networks or Third-Party Services

used or provided in association with our NFT Services. All NFT Services

(including any software and hardware provided in association with them) are

provided “as is” and “as available”, without any representations or warranties

whatsoever, including, without limitation, warranties of title, security, non-

infringement, merchantability, quality, availability or fitness for a particular

purpose.

d. Indemnification by ODAG. ODAG agrees to defend the Subscriber against or

settle any demands, claims, causes of action, suits and proceedings (“Claims”)

against the Subscriber brought by third party alleging that the NFT Services

infringe or misappropriate such third party’s intellectual property rights, and

ODAG agrees to indemnify and hold harmless the Subscriber from any damages,

attorney fees and legal costs finally awarded against the Subscriber, or the

amounts payable by the Subscriber under a settlement approved by ODAG in

writing, as a result of such Claim against the Subscriber, provided that the

Subscriber promptly gives ODAG a written notice of such Claim, gives ODAG

sole control of the defense or settlement of the Claim (provided that the

Subscriber shall first approve to any settlement in writing, which approval must

not be unreasonably withheld), and provides ODAG with all reasonable

assistance at ODAG’s expense. In the event of any such infringement or

misappropriation Claim brought or threatened against the Subscriber, ODAG

may, at its option: (i) obtain for the Subscriber the right to continue to use the

NFT Service(s); (ii) replace or modify the NFT Service(s) so it becomes non-

infringing; or (iii) if we determine that the resolutions described in items (i) and (ii)

are not reasonably practicable, then we may end your access to the relevant

NFT Service, and refund issue a refund for any prepaid but not used subscription

fees. This section 7.d sets out our entire liability and your sole remedy with

respect to any Claims concerning infringement or misappropriation of third-party

intellectual property rights.

e. Indemnification by the Subscriber. The Subscriber agrees to defend ODAG

against or settle any Claims against ODAG brought by third party alleging that

Subscriber Data infringes or misappropriates such third party’s privacy or

property rights (including without limitation intellectual property rights), or

otherwise violates any applicable laws or regulations, and Subscriber agrees to

indemnify and hold harmless ODAG from any damages, attorney fees and legal

costs awarded against ODAG, or the amounts payable by ODAG under a

settlement approved by the Subscriber in writing, as a result of such Claim

against ODAG, provided that ODAG promptly gives the Subscriber a written

notice of such Claim, gives the Subscriber sole control of the defense or

settlement of the Claim (provided that ODAG shall first approve any settlement in

writing, which approval must not be unreasonably withheld), and provides the

Subscriber with all reasonable assistance at the Subscriber’s expense.

f. Limitation of liability. Except for the parties’ respective confidentiality and

indemnity obligations under these Terms of Services, to the maximum extent

permitted under the applicable laws, neither party shall be liable to the other

party for any special, exemplary, indirect, incidental, consequential or punitive

damages, regardless of the theory of action. ODAG will not be liable for any loss

or corruption of the Subscriber Data, or for any costs or expenses associated

with backing up or restoring any of such Subscriber Data. To the maximum

extent permitted under the applicable laws, ODAG’s total aggregate liability for all

past, current and future Claims by the Subscriber (including any of its Users)

under these terms of service or in association with the NFT Services provided

hereunder shall be limited to the amounts paid by the Subscriber to ODAG for

the NFT Services during the twelve (12) months immediately preceding the

occurrence of the event giving rise to such Claim.

9. General

a. Contact information. If you wish to contact us for matters related to these

32805, c/o Legal Department, or at legal@ODAG.com. If we need to contact the

Subscriber for matters related to these Terms of Service, we will use the contact

information that you will have provided to us as part of your subscription to the

NFT Services. Please ensure to promptly advise us of any changes to your

contact information. All notices will be deemed delivered on the date shown on

the postal receipt, or on the courier, facsimile or electronic mail confirmation of

delivery.

b. Force majeure. The Subscriber hereby acknowledges that circumstances

outside of our reasonable control (such as, without limitation, internet or power

outages, fires, floods, vandalism, sabotage, large scale outbreaks of computer

virus, malware or other malicious code, strikes, riots, wars or other military

action, civil disorder, acts of terrorism, acts of third parties, or the like) may cause

delays in our ability to perform NFT Services. As such, the Subscriber hereby

acknowledges and agrees that ODAG shall have no liability whatsoever to the

Subscriber (including its Users) or any third party for any direct or indirect

damages whatsoever, resulting from such delays or any incapacity to perform the

NFT Services in a timely manner.

c. Waiver. The failure by ODAG to fully enforce any of its rights under these

time thereafter; nor shall any failure or delay to enforce any right or privilege by

ODAG under these Terms of Service be interpreted as a waiver of such right or

privilege by ODAG.

d. Severability. If any provision of these Terms of Service is held by a court of

competent jurisdiction to be invalid, unenforceable or otherwise contrary to law,

such provision shall be changed and interpreted so as to best accomplish the

objectives of the original provision to the fullest extent permitted by law.

Nonetheless, such provision shall continue to apply in full force and effect in all

other jurisdictions, as the case may be. Moreover, the remaining provisions of

these Terms of Service shall remain in full force and effect.

e. Modifications to these Terms of Service. We reserve the right to make

changes to these Terms of Service (including any ancillary document, such as

any addendum or supplement hereto) at any time by (a) posting a revised

version of such terms on our website, or by (b) sending information regarding any

such amendment to the email address provided to us by the Subscriber in

connection with the NFT Services (as the case may be). The revised Terms of

Service or any such ancillary document will become effective and apply to the

Subscriber within thirty (30) days from the Subscriber’s receipt of the updated

document or from the date of its publication on the website, whichever occurs

first.

f. Transfer of these Terms of Service. Neither party may assign or otherwise

transfer these Terms of Service or any of its rights or obligations hereunder to

any person or entity, in whole or in part, without the other party’s prior written

consent. Any attempted assignment or transfer by the Subscriber in violation of

this requirement will automatically terminate these Terms of Services and any of

the rights or privileges granted to the Subscriber hereunder.

g. Applicable law and dispute resolution process. For the purpose of this

section, if the Subscriber’s address used for its subscription to the NFT Services

is located (i) in Canada, then the term “Governing Laws” used below in this

section shall mean “the laws of the Province of Ontario, Canada”, and the term

“Forum” shall mean “Ottawa, ON, Canada”; (ii) in the United States of America,

countries of Latin America or the Caribbean, then the term “Governing

Laws” shall mean “the laws of the Commonwealth of Massachusetts, USA”, and

the term “Forum” shall mean “Boston, MA, USA”; or (iii) anywhere else in the

world, then the term “Governing Laws” shall mean “the laws of England and

Wales, UK”, and the term “Forum” shall mean “London, UK”. The parties hereby

agree that the Governing Laws, with the exception of any conflict of laws

principles, will apply to interpret these Terms of Service, as well as to resolve any

disputes related to them or any NFT Services provided hereunder. The United

Nations Convention on Contracts for the International Sale of Goods will not

apply to these Terms of Service. Each party hereby irrevocably and

unconditionally waives the right to a trial by jury in any Claim. All such disputes

must be brought exclusively before the courts based in the Forum. However, the

foregoing does not prohibit either party from seeking injunctive or other equitable

relief in any other jurisdiction in case of any violation, breach or infringement of

its rights related to intellectual property or confidentiality in such jurisdiction.

h. U.S. government users. If the Subscriber is an entity of the U.S. Government,

or if these Terms of Service otherwise become subject to the Federal Acquisition

Regulations (FAR), the Defense Federal Acquisition Regulations (DFARS) or

similar regulatory regimes, the Subscriber acknowledges that our NFT Services

and any software and documentation provided in association with them are

“commercial items” in accordance with the applicable regulations.

i. Entire agreement: These Terms of Service, together with all applicable

addenda and NFT Services Supplements hereto, if any, constitute the entire

agreement between the Subscriber and ODAG with regards to the subject matter

hereof and supersede any other prior and contemporaneous communications

and agreements between them.