Transactions

The Services allow Users to engage in a variety of Transactions.

Transactions are subject to the following rules and disclaimers, without limitation:

• You represent that you are using Inkblok Services solely for the purposes of digitally signing a digital document and publishing that signature on the blockchain
• You represent that you are not using NFTs as a means to acquire other Assets;
• You are prohibited from using a bot or other automated interface to deliver Transaction instructions to Inkblok; the Inkblok services are bio-only services, meaning it is available only for use directly by individual human Users. You agree to forego any and all rights in NFTs purchased or acquired by a Bot (or via use of a Bot) regardless of the consideration paid for them, and you agree that Inkblok reserves the right to confiscate any NFTs purchased or acquired in this matter, without notice or liability to you;
• Inkblok does not control any Approved Network and makes no representations to its ability to complete a given Transaction;
• Inkblok does not take possession of any Fiat or Stablecoin and makes no representations as to the PSW Provider’s ability to store or fulfill Transactions;
• Inkblok shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, or PSW Provider;
• Inkblok does not control External Wallets, External PSWs, or User PSWs and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
• Without prior notice or consent of User, Inkblok reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, NFT kind and other limits on Transactions in order to protect User, Other Users, Inkblok and its suppliers from legal, fraud, security or other risks;
• Inkblok is not able to reverse any Transaction. Inkblok bears no responsibility or liability for Transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of NFT, External Wallet, or PSW Provider;
• User has the exclusive responsibility to ensure that their Transactions are carried out: (i) in compliance with Inkblok requirements set out herein and in the Account; (ii) in compliance with any applicable Third Party Servicer or NFT requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User PSW Agreement, and any other applicable Third Party Servicer Agreement; and
• Inkblok reserves the right, in its sole discretion, to prohibit Transactions from or to any External Wallet or External PSW in order to reduce the risk of fraud, security breaches, or other risks and also to comply with Applicable Law.

Inkblok may deemany Transaction performed in violation of any of the foregoing to be void ab initio.

If you fail to adhere to the terms of this Agreement (including, without limitation, the foregoing rules), you understand and agree as follows: (i) that such failure may result in the permanent loss of your NFTs or Fiat (for which Inkblok shall have no liability); and (ii) that Inkblok reserves the right to confiscate any NFTs or Fiat purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.

Inkblok Regulatory Status

Inkblok is a hosted NFT service that is integrated with third parties who provide Fiat and Stablecoin custodial services directly to User, including the PSW Provider.

Inkblok is not registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) or U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.

Inkblok is not a bank. There is no FDIC insurance on NFTs. User acknowledges that NFTs have no intrinsic value. Fiat or Stablecoin balances, if any, are not held by Inkblok.

The Services maybe unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of Inkblok without prior notice to you and without your consent.

Third Party Servicers

If User has a User PSW, then Inkblok shall share User Data with the PSW Provider and also retrieve User Data from PSW Provider. Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.

User also authorizes Inkblok to send and receive User Data to and from other Third Party Servicers.

If User authorizes Inkblok to take instructions from User, or in respect of an Account, via a Third Party Servicer, then such instructions shall be deemed delivered to Inkblok by User directly.

User represents that each Third Party Servicer is party to a Third Party Servicer Agreement with User and that User assumes exclusive responsibility for acts and omissions of all Third Party Servicers whether under the Third Party Servicer Agreement, with respect to User Data or otherwise. The use of a Third Party Servicer does not relieve User of any of its responsibilities or obligations under this Agreement. User is liable for any and all fees charged by Third Party Servicers. Unless indicated to the contrary in the Account, Fees for Services do not include fees applicable under Third Party Servicer Agreements.

Personal Information Consent

On sign-up for the Services and at other times throughout the term of this Agreement, as a condition to accessing the Services, User shall provide User KYC Information to Inkblok for purposes of verifying User identity, implementing the requirements of the AML Program and monitoring the User, Account and Transactions for suspicious activity. These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the anti-terrorism financing list, maintained by the Office of the Superintendent of Financial Institutions (available athttp://www.osfi-bsif.gc.ca/Eng/fi-if/amlc-clrpc/atf-fat/Pages/default.aspx), pursuant to subsection 83.05(1) of the Canadian Criminal Code (the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and United Nations Al-Qaida and Taliban Regulations) or Specially Designated Nationals and Blocked Persons list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce Denied Persons list, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under Applicable Law prohibiting or limiting business activities with any person.

User authorizes Inkblok to, directly or through third parties, make inquiries and take any other actions Inkblok deems reasonably necessary to verify User identity, and the information User has provided. User acknowledges and agrees that such inquiries will result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where Inkblok is not entirely satisfied that it has verified User identity, it reserves the right to limit User access to some or all Services.

User consents to Inkblok collecting, storing, processing and disclosing User KYC Information and other User Data as required to perform the Services and in accordance with the Privacy Policy and AML Program.

Unacceptable use or behavior

User alone is responsible for User actions, conduct, and behavior while using the Services. User shall not:

• Use or attempt to use any Other User’s account;
• Engage in activity, or use the Services in any manner, that imposes an excessive burden on Inkblok, or exposes either to excessive security, financial or reputational risk, each as determined by Inkblok in its sole discretion;
• Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third Party Servicers;
• Detrimentally interferes with, intercept, or expropriate Inkblok systems, data, or information;
• Transmit or upload to Inkblok or the Services any malware, virus, trojan horses, worms, or other harmful programs;
• Using a bot to deliver Transaction instructions or otherwise interact with Inkblok;
• Circumvents, or attempts to circumvent, any content filtering techniques used by Inkblok;
• Access, or attempt to access, any feature of the Services that User is not authorized to access;
• Harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable, each as determined by Inkblok in its sole discretion;
• Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to advertise a third party product or service or deceive Other Users or other third parties;
• Post content or collect content containing private information of any Other User or third party, including but not limited to phone numbers, email addresses, mailing addresses;
• Violate any intellectual property rights; or
• Induce or encourage any third party to engage in any activities or behaviors prohibited in this section.

Fees

Fees are as disclosed in the Services and Account. You authorize Inkblok to instruct PSW Provider to release the amount of Fees, or other amounts of which you are liable hereunder, to Inkblok from the External Wallet maintained by your PSW Provider. If there is no such External Wallet or if there is insufficient value therein to pay Fees, you agree to pay them to Inkblok by such means as Inkblok may reasonably require within five (5) days of when they are first posted as owing in your Account.

Inkblok may make third party products or services available via the Site or otherwise through the Services. Such third parties, including PSW Provider, may charge fees for their services. Inkblok is not responsible for the fees charged by any such third parties.

Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to Transactions. Unless indicated otherwise in your Account or elsewhere in the Services, you are solely responsible for paying all network fees. Inkblok will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Method of Payment or User PSW from which you wish to send must hold sufficient funds, NFTs, Fiat or Stablecoin to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or forever.

Term and Termination

User can terminate this Agreement at any time for any reason or for no reason by closing their Account.

Inkblok may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

At any time and in its sole discretion, without prior notice, and without any liability to you, Inkblok may (i) cancel or deactivate User’s Account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. Inkblok is under no obligations to disclose its reason for any termination or suspension of the Service for User or generally.

Inkblok shall not be liable for any losses suffered by User resulting from any suspension or termination of the Services. You agree that your NFTs will be impossible to access through Inkblok’s Services during a suspension of Services.

In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all Fees and amounts payable to Inkblok by you shall immediately become due, (ii) Inkblok may delete User Data without any liability to User, provided that Inkblok also reserves the right to retain User Data for seven (7) years following termination; and(iii) Inkblok may cancel any Transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. Inkblok reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.

Third party content

In the Services, you may view or otherwise access Third Party Content. Inkblok does not control or endorse any Third Party Content. Inkblok shall have no liability for Third Party Content, including without limitation any material that may be erroneous, incomplete, misleading, offensive, or otherwise objectionable. Further, User interaction with such Third Party Content is between User and the third parties and shall be subject to the third parties’ terms of use. User acknowledges and agrees that use of any Third Party Content is at their own risk, and that Inkblok is not responsible for any loss or damage in connection with such use.

Taxes

It is your sole responsibility to comply with Applicable Laws related to your use of the Services including, without limitation, to pay any and all taxes that apply to any Transactions you have made using the Services. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that Inkblok is not responsible for determining the amount of any taxes you owe, nor is Inkblok responsible for determining if taxes apply to your use of the Services, nor is Inkblok responsible for collecting, reporting, or withholding any taxes arising from your use of the Services.

Property disputes

If Inkblok receives notice or allegation that any NFTs held by you are stolen or lawfully not yours to possess, Inkblok may, but has no obligation to, place an administrative hold of undetermined length on those NFTs, to the extent it is possible to do so, User PSW, or Account. Such hold may include but may not be limited to a suspension of access to the Services. Inkblok shall not be liable for any losses incurred by User, or diminished value in NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute. Inkblok retains the right to report illegal or suspicious activity to the appropriate Regulators.

Electronic notices

User agrees to receive all communications, including but not limited to, User Agreement, other applicable policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents(collectively, the “Communications”) with respect to User’s Account and User’s use of the Services via electronic delivery.

By consenting to electronic delivery, User authorizes Inkblok to deliver Communications by (i) email notification, or (ii) via SMS or text message to a mobile phone number User has provided, or (iii) by sending User an email message containing a link to, or a notice that directs User to, the Site where the communication or document can be read or printed.

Inkblok shall have no liability and User shall fully indemnify Inkblok for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s Devices or failures in User’s email systems or Devices. If User prefers not to accept these risks, then User shall not create an Account or use the Services.

It is the responsibility of User to provide Inkblok with an up to date, true, accurate, and complete email address and to make sure Inkblok emails are not deleted or otherwise missed on account of spam filters. User’s consent to receipt of electronic statements, reports and other Communications shall be valid until User withdraws such consent by notifying Inkblok in writing, in which case: (i) Inkblok shall provide statements, reports and other Communications on paper; and (ii) Inkblok may suspend or terminate the Account and access to the Services.

Riskdisclosures, assumption of risks, and release of Inkblok

Other than as expressly set forth in this Agreement, Inkblok shall not be liable for any risks inherent in the Services or related NFTs or losses that may be incurred by User as a result thereof. User agrees to and does hereby: (i) release Inkblok from any and all liability related to or arising from risks inherent in the Services and related NFTs, except as expressly set forth in this Agreement, and(ii) assume all risks inherent in the Services and related NFTs including, but not limited to, the following:

• Risk of the Approved Network ceasing to operate rendering a NFT impossible to be subject to a Transaction and entirely without use. The market for NFTs may also collapse without warning or discernible logic.
• There is risk that changes in Applicable Law could adversely affect User’s right to legally use, transfer, exchange, and/or obtain value from NFTs. It may be illegal, now or in the future, to own, hold, sell or use NFTs in one or more countries, including the United States.
• Transactions in NFTs are, as a rule, irreversible. Consequently, losses due to fraudulent or accidental Transactions are generally not recoverable. Once a Transaction has been recorded on the Approved Network it is not reversible. It is possible that, through computer or human error, or through theft or fraud, User NFTs could be transferred in incorrect amounts or to unauthorized third parties.
• Some NFT Transactions shall be deemed to be made when recorded on the Approved Network, which is not necessarily the date or time that the User initiated the Transaction.
• NFTs are a target of fraud and cyber-attacks. On your Devices and External Wallets, such fraud and attacks can result in total loss to the User. Inkblok makes commercially reasonable efforts to verify that User is the true initiator of Transactions, but where User’s Account is compromised such efforts may fail and could result in total loss of User NFTs. Attacks on Inkblok may also result in unplanned and significant Unscheduled Downtime during which Transactions will not be executed. Absent fraud or intentional wrongdoing on the part of Inkblok, Inkblok shall not be liable for User losses on account of any of the foregoing circumstances or compromised Account credentials.
• The Services and NFTs rely on the internet, that includes third party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect User’s ability to access and use the Services such as the Account.

User shall carry out their own independent analysis and assessment of the risks specific to the NFTs and the Services.

Approved Networks

Inkblok’s decision to support any particular NFT via its Services is not an endorsement or approval of the NFT’s value, security, operation, or underlying technology. Inkblok’s decision to support any individual NFT does not reduce any risks associated with the NFT. Inkblok does not make any warranty about the suitability of any NFT for ownership or trading.

You acknowledge and agree that Inkblok retains the right, in its sole discretion, to determine whether to support, or not support, certain NFTs to be used in conjunction with the Services. Inkblok may discontinue or terminate support for any NFT at anytime, for any or no reason. Inkblok will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT. Inkblok will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs.

Copyright; intellectual property rights; trademark

Unless otherwise expressly indicated by us, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “Inkblok Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of Inkblok, or our suppliers, licensors, or third party affiliates, and are protected by Canadian, U.S. and international property laws.

We grant you a limited, non-exclusive, non-sublicensable license to access and use the Inkblok Materials for your personal use. Such license does not permit the: (i) distribution of Inkblok Materials, (ii) resale of Inkblok Materials, (iii)making derivative works of Inkblok Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or Inkblok Materials. This license shall automatically terminate if your access to the Services is suspended or terminated by us. “Inkblok” any product or service names, logos, and other marks used on the Site or in Inkblok Materials, or that we otherwise use in connection with the Services are trademarks owned by Inkblok and our licensors. Without our prior written consent, you may not copy, imitate, or use Inkblok trademarks.

We reserve the right to limit, deny, or terminate access to our Services with respect to any person who infringes on the intellectual property rights of others. If you knowingly misrepresent that any activity or Inkblok Materials are infringing on the intellectual property rights of another party, you may be liable to Inkblok for certain costs or damages.

Feedback; user content

Inkblok shall own and have exclusive rights (including but not limited to intellectual property rights) to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service, or otherwise(“Feedback”). You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You grant Inkblok the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you.

You hereby grant Inkblok a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to Inkblok using the Services, or submit, post, or otherwise send to Inkblok that is not Feedback(the “User Content”). Inkblok may remove any User Content from the Site or the Services at any time for any or no reason.

Disclaimer of warranties

THE SERVICES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. INKBLOK EXPRESSLY REFUSES TO REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, SITE, SERVICES OR THE INFORMATION CONTAINED THEREIN OR ANY ASPECT OF ANY SERVICE CONTAINED THEREON.

YOU ACKNOWLEDGE THAT INFORMATION AND NFTs YOU STORE OR TRANSFER USING OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY DOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; THEREFORE, SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of liability

IN NO EVENT SHALL INKBLOK, ITS AFFILIATES OR SERVICE PROVIDERS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO INKBLOK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY; (II) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM INKBLOK, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN SERVICES OPERATION OR TRANSMISSION; (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT; OR (IV) ANY LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE EVEN IF AN AUTHORIZED REPRESENTATIVEOF INKBLOK HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OR ALL OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO USER WHERE THEIR APPLICATION IS REDUCED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless Inkblok, our officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from any and all claims, demands, actions, lawsuits, proceedings, investigations, liabilities, damages, losses, costs, expenses, fines and penalties including, without limitation, reasonable attorney’s fees, arising out of or related to (i) your breach of this Agreement, (ii) your violation of any Applicable Law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

All disputes arising out of or in connection with this Agreement or the Services or in respect of any legal relationship associated therewith or derived therefrom will be referred exclusively to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable Rules posted here: http://bcicac.com. The appointing authority will be the British Columbia International Commercial Arbitration Centre. There will be a single arbitrator who shall be a practicing B.C. lawyer in accordance with the applicable BCIAC rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Inkblok may pay them for you. Arbitration will take place in the English language in Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted by telephone, based on written submissions. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator maybe entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court. Notwithstanding the foregoing, Inkblok may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by Inkblok through injunctive relief and other equitable remedies without proof of monetary damages. The parties expressly waive their right to a jury trial and also waive their right to participate in a class action claim related to this Agreement.

NOTICE: BOTH YOU AND INKBLOK ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN ACOURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH YOU AND INKBLOK ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR PROVINCIAL LAW. BOTH YOU AND INKBLOK CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Governing law

These Terms shall be governed by and construed in accordance with the laws of England.

SEVERABILITY

This Agreement and any policies incorporated herein by reference shall be deemed severable. The invalidity or unenforceability of any of the terms or provisions of this Agreement, and any policies incorporated herein by reference, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other terms or provisions of this Agreement. Each term and provision of this Agreement and any policies incorporated herein by reference shall be valid and enforceable to the fullest extent permitted by law.

Assignment

Inkblok may assign any of its rights or obligations under this Agreement without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Inkblok, which may be withheld in Inkblok’s sole discretion. Any actual or attempted assignment hereof by User contrary to the terms of this Agreement shall be null and void. Inkblok may, at its discretion, assign some or all of its rights or obligations to a third party, without consent or approval of User. In the event that Inkblok is acquired by, sold to, or merged with a third party entity, Inkblok reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.

Amendments

Inkblok reserves the right to amend this Agreement at its sole discretion, without your consent. This Agreement may be amended by Inkblok by Inkblok providing notice of the amendment (i) by email to the email account used to create your Account; (ii)by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login. Where you have accepted the amendment or where the amendment is required by a change in Applicable Law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of when this Agreement is updated or the notice contemplated above has been sent, otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above. If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.

NON-WAIVER OF RIGHTS

Any failure or delay by Inkblok to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof. This Agreement shall not be construed to waive any rights that cannot be waived under Applicable Laws.

Force majeure

Inkblok shall have no liability or responsibility for; (i) failure in performance or interruption of service (ii) any inaccuracy, error, delay in, or omission of information or transmission of information, (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood, act of civil or military authorities, terrorist acts, extraordinary weather conditions, pandemic, fire, pandemic, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.

Independent relationship; no broker or agent

Inkblok is an independent contractor, and nothing in the nature of the Services or any provisions in this Agreement shall be deemed, or cause, or is intended to cause User and Inkblok to be treated as partners, joint ventures, or as an agent of the other party. Inkblok is not User’s broker, intermediary, agent, or financial advisor, and Inkblok has no fiduciary obligation to User in connection with any Transactions, or other acts or omissions of User with respect to the Services. For the avoidance of doubt, Inkblok is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Services or otherwise. Inkblok does not recommend or endorse that you purchase or sell any NFT or that you make any investment or enter into any trade or Transaction. Before engaging in any trading or investment activity, User should always consult a qualified professional.

Survival

All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to Inkblok, disputes with Inkblok, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, Disclaimer of Warranties, Limitation of Liability, Indemnification, Binding Arbitration, and Governing Law.

Contact

If you have any feedback, comments, complaints or questions other than technical support, you can contact us using the contact information on our Site. When contacting us, please be sure to provide us with your name, contact information and any other information we may need to identify you, your Inkblok Account and any transaction on which you have questions, comments, or complaints.

Headings

Section headings and section labels are provided for convenience only, and do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

English

This Agreement is presented in the English language. Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definition and interpretation of the English language.

Entire agreement

This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between User and Inkblok regarding the Services. This Agreement, and the policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among User and Inkblok with respect to the Services. In the event of any conflict between this Agreement and any other agreement User may have with Inkblok, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.

Glossary

For the purposes of this Agreement, the terms below in this glossary have the meanings indicated below:

‍Account means a unique account created and hosted by Inkblok and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; and (iii)Transactions.
‍
Affiliate means, in relation to a Party, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party, or a Party's principal partners, shareholders, or owners of some other ownership interest.

AML Program means the anti-money laundering and know your customer programs, policies and procedures in place at Inkblok, such as they may be from time to time.

Applicable Law means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, judgment, decree or other requirement of any Regulator which is legally binding and applicable to such Person or any of its Affiliates or any of their respective properties, assets, equity holders, officers, directors, members, partners, employees, consultants or agents.

Approved Network means the blockchain or network supporting a NFT and Transactions in that NFT.

Approved Regions means Canada, the United States and those places not listed in Exhibit “A” to this Agreement and where the Services are made available, such as they may be from time to time.

Assets means, collectively, all NFTs in a Account and all Fiat and Stablecoin in the User PSW.

External PSW means an account of the User at a third party payment or Stablecoin wallet provider that is not the PSW Provider.

External Wallet means a NFT Wallet owned by you or a third party and from which Inkblok is not capable of initiating any Transaction.

Fees means the fees applicable to the Services, or any element thereof, indicated in the Services or in your Account, such as they may be from time to time.

Fiat means real currency, specifically United States Dollars.

Fiat or Stablecoin Transaction means a Transaction involving the transfer of Fiat or Stablecoin, respectively.

Method of Payment means the method by which you pay Fees to Inkblok for use of Services and Account.

NFT means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute. An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way. An NFT is not a medium of exchange and is not convertible virtual currency.

NFT Transaction means a Transaction involving NFTs being transferred from one NFT Wallet to another.

NFT Wallet means a third party service, device, code or protocol used to store NFTs or initiate NFT Transactions via the Account or otherwise.

Other User means a Person that is not the User or an Affiliate of the User, who is party to an agreement with Inkblok substantively identical to this Agreement and that is a user of the Services;

Person means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, Regulator or government or any agency or political subdivision thereof.

Privacy Policy means the Inkblok Privacy Policy, posted at the Site, such as it is from time to time.

PSW Provider means a third party who provides Users with Fiat payments capabilities and Stablecoin Wallets subject to the User PSW Agreement. Circle Internet Financial, Inc. is a PSW Provider.

Regulator means any federal, provincial, state or local or foreign government or any court,arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.

Settings means selections you make through the Account or in a means otherwise provided by Inkblok from time to time.

Stablecoin means a type of cryptocurrency that attempts to maintain price stability relative to a reserve asset such as Fiat.

Third Party Content means links, graphics, images, social media content to third party sites, content or other information supplied by third parties and that can be viewed or access from the Account or Site.

Third Party Servicer Agreement means an agreement between User and a Third Party Servicer pursuant to which the Third Party Servicer delivers their services. User PSW Agreement is a Third Party Servicer Agreement.

Third Party Servicer means a third party: (i) whose service are compatible with the Services, as indicated by Inkblok in the Account; (ii) that User has retained under a Third Party Servicer Agreement; (iii) with whom User wishes to share User Data; and (iv) through which User wishes to deliver instructions to Inkblok with respect to the Account. Each PSW Provider is a Third Party Servicer.

Transaction means any of an NFT Transaction, Fiat or Stablecoin Transaction, or other transaction in NFTs or Fiat within or initiated by the Services.

User Data means the information collected, stored, accessed or used by Inkblok in the course of supplying the Services in respect of the Account.

User Device means an electronic device used by User to access the Services, such as a computer, tablet, mobile phone or other device.

User KYC Information means information requested by Inkblok or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, Username, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g., credit card) and User NFT Wallet information.

User PSW Agreement means the agreement between User and PSW Provider governing the User PSW.

User PSW means an account of the User at the PSW Provider.

Prohibited Activity means the operation of or the direct or indirect facilitation of any of the following:

• Any act that is illegal in the United States or Canada or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
• Operation of a business that is similar to or competitive with the Services;
• Operation of a crypto currency exchange;
• Operation of a crypto currency wallet;
• Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
• Betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
• Bill payment services;
• Credit counseling or repair agencies;
• Credit protection or identity theft protection services;
• Direct marketing or subscription offers;
• Inbound or outbound telemarketing businesses including lead generation businesses;
• Internet, mail or telephone order pharmacies or pharmacy referral services;
• Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
• Creation, promotion or sale of items that may be counterfeit;
• Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
• Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
• Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
• Using the Services in any manner related to live animals;
• Using the Services in any manner related to payment aggregators;
• Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
• Unregulated sales of money-orders or foreign currency;
• Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
• Using the Services in a manner that Inkblok or any of its suppliers reasonably believes to be an abuse of the Services;
• Using the Services in a manner so as to avoid payment of Fees;
• Using the Services in any manner that could damage, disable, overburden, or impair Inkblok or any of the Services including without limitation, using the Services in an automated manner;
• Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
• Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
• Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
• Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
• Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
• Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
• Using the Services to send or receive what Inkblok considers to be funds for something that may have resulted from fraud or other illegal behavior;
• Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
• Using the Services in any manner related to weapons including replicas and collectible items.

Exhibit "A"

The Service cannot be used in the following jurisdictions:

• Central African Republic
• Democratic Republic of the Congo
• Eritrea
• Iran
• Iraq
• Lebanon
• Libya
• Mali
• Myanmar
• North Korea
• Somalia
• South Sudan
• Sudan
• Syria
• Tunisia
• Venezuela
• Yemen
• Zimbabwe

• Afghanistan
• Balkans
• Belarus
• Burundi
• Central African Republic
• Crimea Ukraine
• Cuba
• Democratic Republic of Congo
• Guinea-Bissau
• Iran
• Iraq
• Lebanon
• Libya
• Mali
• Myanmar
• Nicaragua
• North Korea
• Somalia
• Sudan and Darfur
• South Sudan
• Syria
• Syrian Arabic Republic
• Venezuela
• Yemen
• Zimbabwe

Latest Update: March 18, 2021