Final Form

Ex Populus Digital Collectibles Store and Gaming Platform Terms of Service

LAST UPDATED: 08/23/2022

Welcome to the Ex Populus Digital Collectibles Store and Gaming Platform (the “Platform”). The Platform is an online store through which users can purchase unique limited-edition blockchain-based non-fungible tokens (each, a “Digital Collectible”) sold by Ex Populus, Inc. (“Ex Populus” or “we”) and access blockchain-enabled video games published by Ex Populus (the “Games”), and access other features available via Ex Populus’ website, mobile app, or other available medium. The Games available through the Platform may incorporate Digital Collectibles and blockchain-based fungible tokens (collectively, “Web3 Game Items”). These Terms of Service (“Terms”) apply to your access to and use of the Platform and all services made available on the Platform (collectively, the “Services”). By using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17. If you do not agree to these Terms, you may not access or use our Services.

PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH REQUIRES YOU TO, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST EX POPULUS ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

THE DIGITAL COLLECTIBLES AVAILABLE ON THE PLATFORM PROVIDE A LICENSE TO ACCESS AND USE DIGITIZED CONTENT AND MATERIAL CREATED AND PROVIDED BY EX POPULUS AND OTHER THIRD PARTY DEVELOPERS (EACH, A “DEVELOPER”), SUBJECT TO THE TERMS AND CONDITIONS OF THE DEVELOPER (“DEVELOPER TERMS”) THAT ARE BY AND BETWEEN YOU AND THE DEVELOPER. WE WILL PRESENT THE DEVELOPER TERMS TO YOU AT THE TIME OF PURCHASE AND A LINK TO THE DEVELOPER TERMS WILL BE EMBEDDED IN THE DIGITAL COLLECTIBLE’S METADATA.

OWNERSHIP OF A DIGITAL COLLECTIBLE MIGHT ENTITLE YOU TO A LICENSE TO ACCESS OR USE CERTAIN OFF-BLOCKCHAIN BENEFITS, SUCH AS SPECIAL FEATURES, SERVICES OR GOODS (“BENEFITS”) PURSUANT TO THE DEVELOPER TERMS. UNLESS THE DEVELOPER TERMS EXPRESSLY STATE OTHERWISE, EX POPULUS IS NOT A PARTY TO THE DEVELOPER TERMS AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU IN THE EVENT THAT A DEVELOPER IS OBLIGATED TO YOU PURSUANT TO THE DEVELOPER TERMS. YOU AGREE THAT WE WILL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY DEVELOPER ARISING OUT OF THE FUNCTIONALITY, USE OR MISUSE OF ANY DIGITAL COLLECTIBLE OR THE DEVELOPER’S PROVISION OF OR FAILURE TO PROVIDE ANY BENEFITS IN CONNECTION WITH ANY DIGITAL COLLECTIBLE.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with Ex Populus if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you have any questions about these Terms or our Services, please contact us at legal@expopulus.com.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy at https://expopulus.com/privacy.

2. Eligibility

Unless otherwise indicated (e.g., as part of the official rules for a Game), in order to use our Services, you must meet the following eligibility criteria:

  • You must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country.
  • You must not be listed on any United States government list of prohibited or restricted parties.
  • You must be at least 13 years of age.

If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services.

If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

The Services may refer to or give opportunities to participate in contests of skill, sweepstakes, or other events that offer prizes or require you to send in material or information about yourself. Each contest, sweepstakes or other such event may have its own rules and additional terms, which you may be required to read and agree to before you enter.

3. Your User Account and Account Security

You may need to register for an account to access certain of our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Access to your account is limited solely to you. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission.

You are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. You will not hold us responsible for managing and maintaining the security of your account. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

4. Purchase and Safekeeping of Web3 Game Items

We do not offer a hosted digital wallet on the Platform or otherwise custody Digital Collectibles or Web3 Game Items for our users as part of the Services. You will be required to link a Web3 blockchain digital wallet (“Web3 Wallet”) that is compatible with the relevant Digital Collectible or Game to the Platform before you will be able to purchase a Digital Collectible and play certain of the Games that incorporate Web3 Game Items. You can find more information about the Web3 Wallet compatibility requirements for each type of Digital Collectible and Game available on the Platform here: Metamask or Phantom wallet. We will deliver any Digital Collectibles that you purchase from us directly to your Web3 Wallet and any Web3 Game Items that you earn during gameplay will be transferred via smart contract to your Web3 Wallet. You will be responsible for safekeeping the passwords and keys associated with your Web3 Wallet. We will not be able to recover Digital Collectible or Web3 Game Items for you in the event that you lose access to your Web3 Wallet account or under any other circumstances.

We currently only accept payments in the supported cryptocurrencies listed on our website here: https://expopulus.com/. You cannot maintain a balance of cryptocurrency with us for purposes of making purchases through our Services. You must link your Web3 Wallet to the Services and use a supported type of cryptocurrency from your Web3 Wallet to complete your purchase.

ALL PRICING AND PAYMENT TERMS ARE AS SET FORTH ON THE PLATFORM, AND ANY PAYMENT OBLIGATIONS YOU INCUR ARE BINDING AT THE TIME OF PURCHASE. ALL DIGITAL COLLECTIBLE SALES, AND ANY PAYMENTS MADE IN CONNECTION WITH THE GAME, ARE FINAL. UNLESS OTHERWISE REQUIRED BY LAW, WE WILL NOT PROVIDE A REFUND ON ANY DIGITAL COLLECTIBLE PURCHASE OR PAYMENT MADE IN CONNECTION WITH THE GAME.

ALL TRANSACTIONS (E.G., TRANSFERS, SALES) THAT YOU ENGAGE IN INVOLVING WEB3 GAME ITEMS ARE FINAL. ALL SUCH TRANSACTIONS OCCUR THROUGH YOUR PERSONAL WEB3 WALLET ON A BLOCKCHAIN NETWORK. WE HAVE NO ABILITY TO REVERSE OR MODIFY ANY SUCH TRANSACTIONS. WE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY TRANSACTIONS THAT YOU ENGAGE IN INVOLVING WEB3 IN-GAME ITEMS.

PLEASE CAREFULLY REVIEW ANY ADDITIONAL DEVELOPER TERMS PRESENTED TO YOU AT THE TIME OF SALE. UNLESS THE DEVELOPER TERMS EXPRESSLY PROVIDE OTHERWISE, THESE DEVELOPER TERMS ARE BY AND BETWEEN YOU AND THE DEVELOPER AND WE ARE NOT A PARTY TO OR LIABLE TO YOU UNDER SUCH TERMS.

YOU ARE COLLECTING, TRADING, PLAYING, OR PURCHASING DIGITAL COLLECTIBLES AND WEB3 GAME ITEMS SOLELY FOR YOUR OWN COLLECTION, USE AND ENJOYMENT, AND NOT FOR SPECULATIVE OR INVESTMENT PURPOSES, FOR USE AS A SUBSTITUTE FOR CURRENCY OR MEDIUM OF EXCHANGE, RESALE OR REDISTRIBUTION AND YOU ARE NOT ACQUIRING ANY EQUITY OR OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN EX POPULUS, ITS AFFILIATES OR ANY BRAND AS A RESULT OF YOUR ACQUISITION OF DIGITAL COLLECTIBLES OR WEB3 GAME ITEMS.

YOU WILL NOT PORTRAY DIGITAL COLLECTIBLES OR WEB3 GAME ITEMS AS AN OPPORTUNITY TO GAIN AN ECONOMIC BENEFIT OR PROFIT, OR AS AN INVESTMENT, EQUITY, OR ANY OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN EX POPULUS, ITS AFFILIATES, OR ANY VIDEO GAME.

LEGISLATIVE OR REGULATORY CHANGES AT THE STATE, FEDERAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, OR EXCHANGE OF DIGITAL COLLECTIBLES AND WEB3 GAME ITEMS.

5. Suspension of Access to Services

We have the right to suspend or terminate your account or access to our Services, with or without notice, and refuse any current or future use of the Services at any time and for any reason. We may immediately suspend your account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that (a) your Web3 Wallet is being used for money laundering, to evade sanctions or to engage in illegal activity, (b) you have concealed or provided false identification information or other details, (c) you have engaged in fraudulent activity, or (d) you have engaged in transactions in violation of these Terms.

6. License to Services and Ownership

Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Ex Populus or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

7. Creative Work in Digital Collectibles

7.1 Creative Work. Each Digital Collectible is a limited-edition blockchain-based token that evidences ownership of a limited license to use one or more works of authorship, subject to the Developer Terms, and may include copyrighted materials, trade names, trademarks or service marks, and names, likenesses, or images of Ex Populus, individuals or entities associated with Ex Populus or Developers (the “Creative Work”). It is important to understand, and you hereby acknowledge, that the Digital Collectible is separate from the Creative Work. Although the Digital Collectible itself is sold or otherwise transferred to you, the Creative Work associated with the Digital Collectible is licensed to you, and not sold or otherwise transferred to you. The Creative Work is neither stored nor embedded in the Digital Collectible, but is accessible through the Digital Collectible, subject to compliance with these Terms and the Developer Terms.

7.2 Restrictions. You will not, attempt to, or permit or enable any third party to: (a) separate the Creative Work from the Digital Collectible; (b) modify the Creative Work, unless expressly permitted to do so pursuant to the Developer Terms; (c) register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to the Creative Work; (d) use the Creative Work in connection with images, videos or other content, including content that is hateful, intolerant, violent, cruel or that could reasonably be found to constitute hate speech or infringe upon the rights of others; (e) commercialize the Creative Work or use the Creative Work in connection with any business, message, product, or service, or in any manner that may imply endorsement of any business, message, product, or service; (f) use the Creative Work in any manner that is likely to cause confusion or dilute, blur, or tarnish the Creative Work or any intellectual property rights in the Creative Work; or (h) use the Creative Work in any manner that violates these Terms or the Developer Terms.

7.3 Royalties. Ex Populus and Developers, as well as their affiliates, licensors and designee(s), may be entitled to receive royalties from your purchase and subsequent sales of a Digital Collectible, which defray costs associated with licensing the Creative Work and providing the Benefits to you.

8. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

  • Use or attempt to use another user’s account without authorization from that user and Ex Populus;
  • Impersonate or otherwise misrepresent your affiliation with a person or entity;
  • Sell, resell or commercially use our Services;
  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
  • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
  • Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
  • Use the Services or content of the Services made available to you in any manner that: (a) suggests an association with any other products, services, or brands (b) is likely to cause confusion among customers, (c) is otherwise exploitative for any commercial purpose, or (d) otherwise infringes on our intellectual property rights.
  • Make any offer to trade or pay any Digital Collectible, Web3 Game Item, cryptocurrency, or money where the trade or payment is contingent upon an event such as the outcome of a digital match or battle within the Game.
  • Develop or use any applications that interact with our Services without our prior written consent; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 8 is solely at Ex Populus’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.

9. Trademarks

Ex Populus and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of Ex Populus and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

10. Feedback and User Content

10.1. Feedback. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Ex Populus or our Services (collectively, “Feedback”). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Ex Populus’s sole discretion. You understand that Ex Populus may treat Feedback as nonconfidential.

10.2. User Content. Subject to any limitations under applicable law, you acknowledge and accept that you have no property or other rights in any content on the Services, including but not limited to any content that you may have created or developed and submitted to the Platform, Game, Services, or Ex Populus (“User Content”). By submitting any User Content, and subject to any limitations under applicable law, you give up any claims that the use of User Content violates any of your rights, including moral rights, privacy rights, proprietary rights, publicity rights, rights to credit for material or ideas or any other right, including the right to approve the way such User Content is used. Additionally, you grant us and any successors and assigns a perpetual, royalty-free, worldwide license to use, transmit, copy and display such submitted information and material in any and all media now known or hereinafter devised and represent that you have all necessary rights to grant the foregoing license. We may change, edit, or remove any User Content that we deem abusive, illegal, indecent, obscene, offensive, threatening or otherwise violating our policies in any way.

11. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services (in each case, excluding all Creative Work) (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Ex Populus does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Ex Populus and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Ex Populus Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services (including, without limitation, Digital Collectibles, Web3 Game Items, Benefits and Creative Works); (b) your User Content or Feedback; (c) your violation of these Terms (including, without limitation, the terms and conditions with respect to Digital Collectibles, Web3 Game Items, Benefits and Creative Works) or the Developer Terms; (d) your violation, misappropriation or infringement of any intellectual property, privacy, or other rights of another; or (e) your conduct in connection with our Services. You agree to cooperate with the Ex Populus Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). Ex Populus Parties will have control of the defense or settlement, at Ex Populus’s sole option, of any third-party Claims.

13. Disclaimers

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT IN THE SERVICES, ALL CREATIVE WORKS, BENEFITS, DIGITAL COLLECTIBLES, AND WEB3 GAME ITEMS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, EX POPULUS DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES, ANY CREATIVE WORKS, BENEFITS, DIGITAL COLLECTIBLES, OR WEB3 GAME ITEMS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE EX POPULUS ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN, ALL CREATIVE WORKS, BENEFITS, DIGITAL COLLECTIBLES, AND WEB3 GAME ITEMS SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES.

EX POPULUS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF CREATIVE WORKS, BENEFITS, DIGITAL COLLECTIBLES, OR WEB3 GAME ITEMS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED OR THIRD-PARTY COMPROMISED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE APPLICABLE BLOCKCHAIN, A THIRD PARTY, OR YOU. EX POPULUS PARTIES WILL ALSO NOT BE RESPONSIBLE FOR: (A) ANY LATE, LOST, MISROUTED, GARBLED OR DISTORTED OR DAMAGED TRANSMISSIONS, OR REGISTRATIONS; (B) PHONE, ELECTRONIC, HARDWARE, SOFTWARE, NETWORK, INTERNET, OR OTHER COMPUTER OR COMMUNICATIONS-RELATED MALFUNCTIONS OR FAILURES; (C) ANY SERVICES DISRUPTIONS, INJURIES, LOSSES OR DAMAGES; OR (D) ANY TYPOGRAPHICAL ERRORS IN ANY MATERIALS ASSOCIATED WITH THE SERVICES.

DIGITAL COLLECTIBLES AND WEB3 GAME ITEMS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF CONTROL THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE APPLICABLE BLOCKCHAIN NETWORK. YOU ACKNOWLEDGE THAT YOUR DECISION TO ENTER INTO ANY TRADE OF A DIGITAL COLLECTIBLE OR WEB3 GAME ITEM, OR TO USE ANY DIGITAL COLLECTIBLE OR WEB3 GAME ITEM ON THE PLATFORM OR IN THE GAMES, IS AT YOUR SOLE DISCRETION AND YOUR OWN RISK.

Digital Collectibles and Web3 Game Items are made available to you through the Platform on the digital asset’s native blockchain. You will not be able to transfer your Digital Collectibles to any digital wallet that is not compatible with this native blockchain, unless you use a third-party cross-chain bridge that supports such transfers. In the event that you inadvertently transfer a Digital Collectible or Web3 Game Item to a digital wallet that is not compatible with the applicable blockchain, your Digital Collectible or Web3 Game Item may be permanently lost or destroyed.

Digital Collectibles are transferable blockchain-based non-fungible tokens that evidence ownership of a limited license to one or more Creative Works, and, in some cases, to access Benefits, that is exclusive to the owner and thereby collectible as a form of alienable digital property. Like physical collectibles, the price of non-fungible tokens may be subject to fluctuation based upon broader industry trends and sentiment. Unlike cryptocurrencies and other fungible digital assets, non-fungible tokens are not used to make payments. Non-fungible tokens are not mutually interchangeable and cannot be divided into smaller parts. These design features limit the usefulness of non-fungible tokens as a form of payment or substitute for currency. Instead, non-fungible tokens are enjoyed as digital collectibles.

The legal framework for the regulation of blockchain-based digital assets in the U.S. and internationally is rapidly evolving and subject to change. In the U.S., Congress has not expressly granted authority to any regulator to regulate digital assets or adopted legislation clarifying the application of the U.S. federal laws, including securities, commodity and money services business laws, to digital assets. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Collectibles and Web3 Game Items.

There is no guaranteed future value for Digital Collectibles or Web3 Game Items. Any future value of a Digital Collectible or Web3 Game Item is based solely on consumer interest and demand for that Digital Collectible or Web3 Game Item and not something that Ex Populus or the Developer can control or will attempt to control or influence.

We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), the applicable blockchain, or any other features of Digital Collectibles or Web3 Game Items. We are not responsible for sustained losses due any issues with the applicable blockchain supporting Digital Collectibles or Web3 Game Items including forks, technical node issues or any other issues having fund losses as a result.

In some cases, Ex Populus integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). Ex Populus has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Platform could incur an outage outside of Ex Populus’s control, and certain aspects of the Platform’s functionality could be impacted by changes of features made available through Third Party APIs.

The Ex Populus Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. Ex Populus may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.

14. Limitation of Liability

To the fullest extent permitted by applicable law, Ex Populus and the other Ex Populus Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Ex Populus or the other Ex Populus Parties have been advised of the possibility of such damages.

The total liability of Ex Populus and the other Ex Populus Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100.

The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Ex Populus or the other Ex Populus Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15. Release

To the fullest extent permitted by applicable law, you release Ex Populus and the other Ex Populus Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users or the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

16. Transfer and Processing Data

In order for us to provide our Services, we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

17. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Ex Populus and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

17.1 No Representative Actions. You and Ex Populus agree that any dispute arising out of or related to these Terms or our Services is personal to you and Ex Populus and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

17.2 Arbitration of Disputes. Except for small claims disputes in which you or Ex Populus seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Ex Populus seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Ex Populus waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Ex Populus you agree to first contact Ex Populus and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Ex Populus by email at legal@expopulus.com or by certified mail addressed to 2120 University Ave, Unit 607, Berkeley CA 94704. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Ex Populus cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Alameda County, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 17, a “consumer” means a person using the Services for personal, family or household purposes. You and Ex Populus agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

17.3 You and Ex Populus agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

17.4 The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Ex Populus, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

17.5 You and Ex Populus agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Ex Populus will pay the remaining JAMS fees and costs. For any arbitration initiated by Ex Populus, Ex Populus will pay all JAMS fees and costs. You and Ex Populus agree that the state or federal courts of the State of California and the United States sitting in Alameda County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

17.6 Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Ex Populus will not have the right to assert the claim.

17.7 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by emailing us at legal@expopulus.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.

17.8 If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

18. Governing Law and Venue

Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California.

19. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. We may also, from time to time, issue patches or updates for portions of the Services. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

20. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

21. Miscellaneous

These Terms constitute the entire agreement between you and Ex Populus relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 6 through 21 survive any expiration or termination of these terms. The failure of Ex Populus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.