TERMS OF USE

Last Updated: 1/2/2022

BAXUS CORP. (the “Baxus,” “we,” “us,” or “our”) welcomes you. These terms of use (these “Terms of Use”) govern you access to our digital marketplace platform and related services that are made available to you through Baxus (“Platform”), as well as your access to our website located at Baxus.co (the “Site”)

By browsing the public areas of the Site and/or by clicking “I AGREE,” when you sign up to access and use the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”). We may update these Terms of Use from time to time, and if you accept the modified terms or otherwise access or use the Site and/or the Platform after such modified changes go into effect, you will be deemed to agree to the modified terms. If you do not agree to any of these terms, then you are not permitted to use the Site and the Platform.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

DESCRIPTION AND USE OF OUR PLATFORM

The Platform is a marketplace where people can buy, sell and trade high-end whiskeys/liquors in the form of non-fungible tokens (“NFTs”). These are called “Collectible NFT Assets”. Sellers of Collectible NFT Assets are called “Seller,” and Purchasers of Collectible NFT Assets are called “Collectors.” Sellers and Collectors store their physical assets in one of our secure, temperature controlled vaults and we tokenize the stored assets into NFTs. Each NFT represents ownership in the actual physical asset it corresponds to. When users are ready to collect their assets, the NFTs are destroyed and the assets are safely returned or otherwise made available at our applicable vault.

Each Collectible NFT Asset offered on the Platform is an NFT on the Solana blockchain network (the “Solana Network”). We provide Visitors, and Registered Users with access to the Site and the Platform as described below:

Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Site. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Site; (ii) subscribe to communications; and/or (iii) e-mail us.

To become a Seller or a Collector, you must register to use the Platform (“Registered Users”). Registered Users can do all the things that Visitors can do, as well as access and use password-protected areas of the Platform, and buy, sell, and trade Collectible NFT Assets. We are under no obligation to accept any individual as a Registered User and may accept or reject any registration in our sole and complete discretion. In addition, we may, but are not required to, deactivate any account at any time, including, without limitation, if we determine that a Registered User has violated these Terms of Use.

MARKETPLACE - BUYING AND SELLING COLLECTIBLE NFT ASSETS Buying and Owning a Collectible NFT Asset

The Platform is a first-party marketplace, where Sellers can sell Collectible NFT Assets, and Collectors can buy Collectible NFT Assets from such Sellers. Our Platform enables the initial minting, claiming, and purchasing of Collectible NFT Assets. Purchases made on the Platform will be subject to a transaction fee. When you purchase a Collectible NFT Asset on the Platform, you become the owner of the Collectible NFT Asset, including the NFT authenticating and evidencing your ownership in such Collectible NFT Asset.

As a Collector, you agree that you shall not, nor permit any third party to, do or attempt to do any of the following without our express prior written consent in each case: (a) use the Collectible NFT Asset to advertise, market, or sell any third-party product or service; (b) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Collectible NFT Asset; (c) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Collectible NFT Asset; or (d) otherwise utilize the Collectible NFT Asset for your or any third party's commercial benefit.

In addition, Collectors acknowledge that additional restrictions on use of the Collectible NFT Asset may be set by us and/or the Seller and determined at the “smart contract” level in the Solana Network. All of the foregoing restrictions and any additional restrictions set at the “smart contract” level shall apply perpetually, including in the event of a secondary sale of the Collectible NFT Asset.

Trading Collectible NFT Assets

In order to move Collectible NFT Assets off of our Platform, you will need to use a supported electronic wallet that is Solana Network compatible (a “Wallet”). You may purchase Collectible NFT Assets on our Platform without a Wallet, but without a Wallet you will not be able to move the Collectible NFT Assets off the Platform. You can use your Wallet to purchase, store, and engage in transactions using a credit card, or via one or more cryptocurrencies that we may elect to accept from time to time.

All Transactions on the Platform

Transactions that take place on the Platform are managed and confirmed via the Solana Network. You understand that your Solana Network public address will be made publicly visible whenever you engage in a transaction on the Platform. Further, you understand that we have no control over payments or transactions occurring on the Solana Network, nor do we have the ability to reverse or refund any payments or transactions. We have no liability to you, or to any third party, for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Solana Network.

There are certain risks associated with the use, purchase, and sale of NFTs. Please review Section 10 of these Terms of Use for more information about such risks.

PAYMENT AND FEES

• Transaction Fees. Sellers shall collect payment through the sale of the Collectible NFT Assets. Sale price for each Collectible NFT Asset is set by Seller; Baxus does not set the price of sale for Collectible NFT Assets. We charge a transaction fee for use of the Platform, which is currently 10% of proceeds on sales made via our Platform (the “Transaction Fees”). Our transaction fees are collected at the time of sale, as applicable.

• Minting Fees. We do not currently charge any fees for the minting NFTs (“Minting Fees”). We reserve the rights to charge Minting Fees in the future, as required by our third-party vendors or in our sole discretion at any time, and in such event the Minting Fees will be paid up front at the time of minting, regardless of whether the Seller sells any Collectible NFT Assets through the Platform, and all Minting Fees will be in addition to other fees charged hereunder. We will use commercially reasonable efforts to notify Sellers of the implementation of any Minting Fees in advance of their effect.

• No Refunds. All fees charged by us hereunder are non-refundable, except as determined by us in our sole discretion. We reserve the right to change our fees or add additional fees at any time.

• Blockchain Transaction Processing. All blockchain-based financial transactions via the Platform will be conducted through the Solana Network. You warrant and represent that you are the valid owner or an authorized user, of the credit card or payment account that you provide through the Solana Network, and that all information you provide is accurate. We have no control over these payments or transactions, nor do we have the ability to reverse or refund any payments or transactions. We have no liability to you, or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Solana Network.

• Taxes. You will be solely responsible to pay any and all taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the Platform. By agreeing to these Terms of Use, you agree you: (a) will pay or reimburse us for all taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Minting Fees) made to us pursuant to these Terms of Use.

COMMUNITY GUIDELINES

By accessing and/or using the Site and the Platform, you agree to comply with the following community guidelines (the “Community Guidelines”):

• You will only access the Site and Platform if you are age thirteen (13) or over; users under age eighteen (18) must have permission from a parent or guardian to access and use the Site and the Platform, and a parent or guardian must accept these Terms of Use on behalf of the minor;

• You will comply with all applicable laws relating to your use of the Site and the Platform and will not use the Site and the Platform for any unlawful, deceptive, or fraudulent purpose;

• You will not upload, post, e-mail, transmit, or otherwise make available any Registered User Content that:

• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

• constitutes promotion or advertising of any third-party website, product or service; or

• is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or

• discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.

• You will not “stalk,” threaten, or otherwise harass another person;

• You will not access or use the Site and the Platform to collect any market research for a competing business;

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

• You will not interfere with or attempt to interrupt the proper operation of the Site and the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site and the Platform through hacking, password or data mining, or any other means;

• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Site and the Platform;

• You will not use any robot, spider, scraper, or other automated means to access the Site and the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Site and the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;

• To the extent you utilize any robot, spider, scraper, or other automated means to access the Site and the Platform in violation of the foregoing, you hereby allow us to, with or without notice to you, employ any technical safeguards or other means to block such activities, including, without limitation, blocking your access to the Site and/or Platform entirely.

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

• You will let us know about inappropriate Registered User Content of which you become aware; and

• You will not take any action that otherwise involves or results in the wrongful seizure or receipt of any NFTs or other digital assets, including purchase or sale of the NFTs by illegal means.

We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines. We also reserve the right, in our sole and absolute discretion, to deny you access to the Site and the Platform, or to any portion of the Site and the Platform, for any reason with or without notice. We may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or, if you are a Seller, delete your unsold Collectible NFT Assets from the Platform.

SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

If you wish to become a Registered User, you will be prompted to create an account, which will require a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. We will not be liable for any loss or damage caused by any unauthorized use of your account.

INTELLECTUAL PROPERTY

Apart from the NFTs, the Site and the Platform may contain material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of us (collectively referred to as the “Baxus Content”). You shall not (i) sell, transfer, assign, license, sublicense, or modify the Site, the Platform or any Baxus Content; (ii) reproduce, display, publicly perform, make a derivative version of, distribute, reverse engineer or otherwise attempt to discover the source code of any software contained in or relating to the Site, the Platform or any Baxus Content; or (iii) otherwise use the Site, the Platform or any Baxus Content in any way for any public or commercial purpose or in any manner other than as expressly permitted in these Terms of Use. We retain all right, title and interest and in and to (i) the Site, the Platform and all Baxus Content; (ii) all improvements and modifications to, and derivative works of, the Site, the Platform and all Baxus Content; and (iii) all intellectual property rights relating to the foregoing. You do not obtain any rights to the Site, the Platform or any Baxus Content, except for the limited right to access and use the Site, the Platform as expressly permitted herein.

The trademarks, service marks, and logos of Baxus (the “Baxus Trademarks”) used and displayed on the Site and the Platform are registered and unregistered trademarks or service marks of Baxus. Other company, product, and service names located on the Site and the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Baxus Trademarks, the “Trademarks”) used either under license, or for descriptive or nominative purpose. Nothing on the Site and the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Baxus Trademarks inures to our benefit.

Elements of the Site and the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

REDEMPTION AND SHIPPING

The owner of each NFT may redeem the digital asset to the physical asset. We will process the redemption only if the redeemer is in compliance of the drinking age in their local jurisdiction. All redemptions are final and may not be reversed.

BY SENDING A REDEMPTION REQUEST, YOU REPRESENT AND WARRANT TO US THAT YOU ARE OVER THE LEGAL AGE REQUIRED TO BUY ALCOHOLIC BEVERAGES AND PRODUCTS IN YOUR LOCAL JURISDICTION AND YOU ALSO AFFIRM THAT THE STATE/COUNTRY IN WHICH YOU ARE ASKING US TO DELIVER PERMIT THE SALE AND DELIVERY.

Once you redeem your Collectible NFT Asset, we will ship and/or arrange for shipping of the physical asset to the shipping address that you provide. By redeeming your Collective NFT Asset, you represent and warrant that you are complying with all applicable laws and regulations that apply to you with respect to such purchase, shipping and delivery of alcoholic beverages.

COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

DISCLAIMERS; LIMITATIONS OF LIABILITY

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM WILL OPERATE ERROR-FREE, THAT THE PLATFORM, THE SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE PLATFORM AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE; (IV) THE PLATFORM OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE PLATFORM WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AT ANY TIME WITHOUT NOTICE.

BAXUS PROVIDES A TECHNOLOGY PLATFORM THAT CONNECTS SELLERS AND COLLECTORS AND FACILITATES TRANSACTIONS BETWEEN SELLERS AND COLLECTORS OF COLLECTIBLE NFT ASSETS. BAXUS IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE DO NOT AND CANNOT CONTROL THE ACTIONS OR OMISSIONS OF ANY SELLER OR COLLECTOR. YOUR INTERACTIONS AND TRANSACTIONS WITH ANY SELLER OR COLLECTOR, AS APPLICABLE, THROUGH THE PLATFORM ARE SOLELY BETWEEN YOU AND THAT SELLER OR COLLECTOR, AND WE ARE NOT A PARTY TO ANY SUCH INTERACTION OR TRANSACTION. WE HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE PLATFORM, AND ALL LIABILITY IN CONNECTION WITH ALL INTERACTIONS OR TRANSACTIONS MADE BETWEEN ANY SELLER AND COLLECTOR OR AMONG ANY OTHER USERS OF THE PLATFORM. IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE PLATFORM, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US - WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, WE SHALL NOT BE LIABLE FOR (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE ACCESS AND USE OF THE PLATFORM, OR THE INABILITY TO ACCESS AND USE THE PLATFORM, OR (II) DIRECT DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE TRANSACTION FEES THAT WE HAVE COLLECTED FROM YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ASSUMPTION OF THE RISK RELATING TO NFTS AND BLOCKCHAIN

Volatility

The prices of NFTs are extremely volatile and subjective, as may be the value of the physical assets they represent. NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectible NFT Asset, which may also be subject to significant price volatility. We cannot guarantee that any Collectible NFT Assets purchased, or their corresponding physical assets, will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular Collectible NFT Asset or corresponding physical asset.

Inherent Risks

There are risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of your Collectible NFT Assets. ANY COLLECTIBLE NFT ASSET YOU PURCHASE OR SALE, TRANSFER OF A COLLECTIBLE NFT ASSET YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THIS PLATFORM, WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF COLLECTIBLE NFT ASSETS OUTSIDE OF THIS PLATFORM.

Use of Blockchain

NFTs exist only by virtue of the ownership record maintained on the Platform's supporting blockchain in the Solana Network. We may store the Collectible NFT Assets on our own servers or those of our third party service providers. Any transfer of Collectible NFT Assets occur within the supporting blockchain in the Solana Network, and not on the Platform. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE SOLANA NETWORK, HOWEVER CAUSED. UPGRADES TO THE SOLANA NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE SOLANA NETWORK MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING THE SOLANA NETWORK.

NFTs are intangible digital assets that exist only by virtue of the ownership record maintained in the Solana Network. All smart contracts are conducted and occur on the decentralized ledger within the Solana Network. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE SOLANA NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE SOLANA NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

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

EXTERNAL SITES

The Site and the Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites. The External Sites may offer third-party goods and services (the “Third Party Products”), and you acknowledge and agree that: (i) we do not manufacture or sell the Third Party Products and thus have no control over the quality, safety, legality or efficacy of any Third Party Product; (ii) we have no involvement in any transaction involving any Third Party Products; and (iii) we shall have no liability with respect to any Third Party Product or any transaction or interaction between you and the provider of any Third Party Product.

The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under these Terms of Use; (ii) your misuse of the Site, the Platform and/or the Baxus Content; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Platform; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights by any content provided by you through the Platform. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

COMPLIANCE WITH APPLICABLE LAWS

The Site and the Platform is based in the United States. We make no claims concerning whether any content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Site and the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

TERMINATION

We reserve the right, in our sole discretion, to terminate these Terms or Use and/or restrict, suspend, or terminate your access to all or any part of the Site and the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and the Platform at any time without prior notice or liability.

DIGITAL MILLENNIUM COPYRIGHT ACT

Reporting Claims of Copyright Infringement

We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Copyright Agent: MHintz@lownestein.com

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Counter-Notification Procedures

If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above).

Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.

The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the Act.

BINDING ARBITRATION

Subject to Section 18 below, in the event of a dispute arising under or relating to these Terms of Use (“Dispute”), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New Jersey for purposes of any such action by us.

MISCELLANEOUS

These Terms of Use and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the state or federal courts located in the State of New Jersey.

If the Agreement is terminated in accordance with the termination provision in Section 14 bove, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Taxes,” “Intellectual Property,” “Communications with Us,” “Disclaimers; Limitations of Liability,” “Assumption of the Risk relating to NFTs and Blockchain,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, these Terms of Use, together with our Privacy Policy constitutes the entire agreement between you and us, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and us, with respect to the subject matter hereof. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. These Terms of Use may be updated by us from time to time, with reasonable notice to you, including via transmission of such updated terms via electronic means.

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