TERMS AND CONDITIONS OF THE $HOOD (wagmicatgirlkanye420etfmoon1000x) PRE-SALE 10th December 2023 THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR AN OFFER DOCUMENT OF ANY SORT. NO PART OF THESE TERMS SHALL BE INTERPRETED AS A PROSPECTUS OF ANY KIND OR AN ADVERTISEMENT FOR INVESTMENT. IT SHALL NOT BE REGARDED AS AN OFFER OR SOLICITATION TO ENCOURAGE OR FACILITATE THE PURCHASE OF SECURITIES IN ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME, CAPITAL MARKETS PRODUCT, OR ANY OTHER FORM OF INVESTMENT, WITHIN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN TO OBTAIN ANY APPROVAL BY THE COMPANY (AS DEFINED HEREIN) UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT INDICATE THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS, OR RULES HAVE BEEN COMPLIED WITH. NO REGULATORY AUTHORITY IN PANAMA OR ELSEWHERE HAS EXAMINED, APPROVED, OR CERTIFIED ANY PART OF THESE TERMS.

 

1.               OVERVIEW

 

1.               These Terms govern the sale of fungible tokens, "HOOD," minted on the ERC-20 token standard ("Tokens") during the Token Sale Period. The sale is conducted by HOOD Labs Foundation, a Panama exempted foundation with limited liability.

 

1.2. "You" refers to any person accessing the Website, including Users who connect their Wallets to the Website.

 

1.3. The Tokens do not have any attached functions, utilities, or rights, and no guarantees or promises are made with regards to future developments.

 

1.4. Only Eligible Persons can participate in the Pre-Sale. If not eligible, Users are advised to disconnect their Wallets and exit the Website.

 

1.5. The Company may revise these Terms at its discretion, with changes taking effect upon publication on the Website. Users are responsible for checking for updates before connecting their Wallets or participating in the Pre-Sale.

 

2. ACCEPTANCE OF TERMS

 

2.1. The Pre-Sale occurs during the Token Sale Period via the Website.

 

2.2. Access, use of the Website, and Pre-Sale participation are subject to these Terms, Applicable Laws, and other Company-uploaded notices.

 

2.3. By accessing the Website, connecting Wallets, or participating in the Pre-Sale, Users unconditionally agree to the latest version of the Terms. Failure to agree requires disconnection of Wallets, immediate cessation of Website usage, non-participation in the Pre-Sale, and exiting the Website.

 

 

2.               ELIGIBILITY TO PARTICIPATE IN PRE-SALE

 

3.1. Before participating in the Pre-Sale, you must conduct due diligence to ensure your compliance with Applicable Laws. Consult professional advisors and refrain from participation if legal restrictions apply in your country of residence or domicile. You are solely responsible for ensuring that participation is not prohibited by any Applicable Law.

 

3.2. Eligible Person Representation: To be considered an "Eligible Person" for Website access and Pre-Sale participation, you must:

 

(a) Be at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is higher, with the authority to comply with these Terms.

 

(b) Not be subject to sanctions from specified authorities, and not be a citizen of, located in, or organized under laws of high-risk jurisdictions;

(i) Subject to sanctions administered or enforced by Panama, the European Union, any country in the European Union, the United Nations Security Council, the United States of America, the Office of Foreign Control, or any other country;

(ii) A citizen of, located in, resident in, or organized under the laws of any jurisdiction that has been designated as a high-risk jurisdiction subject to a call for action by international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force (as of the date of these Terms, these are the Democratic People’s Republic of Korea, Iran, and Myanmar);

(iii) A citizen of, located in, resident in, or organized under the laws of any of the following jurisdictions: (A) Democratic Republic of Congo; (B) Libya; (C) Somalia; (D) South Sudan; (E) Sudan; (F) Russian Federation; (G) Yemen; or

(iv) A foreign or domestic politically exposed person (i.e., in relation to politically exposed persons, individuals who are or have been entrusted with prominent public functions by a country, for example, heads of state or heads of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations, important political party officials); and

(c) Ensure that your participation fully complies with Applicable Laws.

 

 

3.3. Documentation Compliance: The Company may request documentation to comply with Applicable Laws. Participants agree to provide required documents promptly and acknowledge that the Company may decline Token sale until satisfactory documentation is provided.

 

3.4. Ineligibility: Users not meeting Eligible Person criteria must disconnect Wallets, cease Website usage, and exit immediately

 

4 ELIGIBILITY TO PARTICIPATE IN HOOD NFT RAFFLE, FIRE SALE, PUBLIC SALE

 

4.1. Before participating in the hood nft raffle, fire sale, public sale, you must conduct your own due diligence and ensure that your participation complies with Applicable Laws. You should consult with professional advisors regarding hood nft raffle, fire sale, public sale before participating in it. You shall not participate in the Fire Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the hood nft raffle, fire sale, public sale is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any Applicable Law, regulation or rule in your country of residence or domicile.

 

Hood nft raffle, fire sale, public sale are conditioned on you notifying the Company through the Website of your satisfaction of the following conditions prior to the hood nft raffle, fire sale, public sale, and by participating in the hood nft raffle, fire sale, public sale, you represent and warrant to the Company that you have satisfied such conditions described on the Website, including but not limited to the following:

(a) managed to collect at least 69 coins from the mini online game accessible at https://www.wagmicatgirl.com;

(b) that you have, through the use of an account that you own and have full control over, shared a post about the hood nft raffle, fire sale, public sale on the social media platform known as “X”;

(c) submitted a wallet signature of the wallet you will be using to access the nft raffle, fire sale, public sale and the blockchain address of the Whitelisted Wallet.

 

 

5 RISKS

 

5.1 Risks associated with the Hood nft raffle, fire sale, public sale.

(a) You acknowledge that prior to purchasing the Tokens and submitting the Whitelist Request through playing game and/or Waitlist Request (as the case may be), you have been warned of the risks associated with the Tokens and other relevant technologies mentioned in the Schedule.

(b) You hereby agree that the Company and its Affiliates shall have no liability for any such losses arising from the risks set out in the Schedule.

(c) Without prejudice to the generality of the risks described in the Schedule, in order to participate in the Hood nft raffle, fire sale, public sale, you are solely responsible for establishing, maintaining and securing full, uninhibited and secure access to the Wallet. You shall be responsible for implementing all reasonable and appropriate measures for securing the Wallet used to receive the Tokens, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to the Tokens. The Company, its Affiliates, representatives, employees, directors and agents shall not be responsible for any acts or omissions which result in your loss of (including loss of access to) the Tokens payable under these Terms. In the event of any loss, hack or theft of Tokens from your Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way 16 whatsoever against the Company, its Affiliates, representatives, employees, directors and agents.

(d) In the event that you are unable to or otherwise fail to receive the Tokens due to the malfunctioning of your Wallet, you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company, its Affiliates, representatives, employees, directors and agents whether for such Tokens and/or the Allowlist User Deposit and/or the Waitlist User Deposit (as the case may be).

 

7. REFUND

 

7.1. Subject to Clause

 

7.2, you acknowledge, agree, and confirm that there shall be no refund of any funds provided by you (including any Network Fees) as part of your participation in the hood nft raffle, fire sale, public sale in any form or manner. If you do not agree to this, please do not purchase the Tokens.

 

7.2. If all or any portion of the Waitlist Request remains unfulfilled at the conclusion of the Waitlist Allocation Phase, such Waitlist User shall be entitled to claim a refund (“Refund”) of the portion of the Waitlist User Deposit (as the case may be) that was in excess of the purchase consideration necessary to satisfy such Waitlist Token Allocation, less any Network Fees. The Refund shall be available to claim within forty-eight (48) hours after the end of the Token Sale Period until sixty-nine (69) days after the Token Launch Date, and such Waitlist User may claim the Refund in the following manner: (a) each Waitlist User entitled to a Refund may only claim such Refund by connecting their Whitelisted Wallet to the hood nft raffle, fire sale, public sale Smart Contract via the Interface; and (b) such Waitlist User shall pay for all Network Fees that may be incurred for receiving the Refund.

 

7.3. Upon receipt of the Refund, each Waitlist User entitled to a Refund hereby acknowledges, agrees and confirm that any liabilities and obligations in respect of the attempted purchase and/or purchase of the Purchase Tokens have been fully and finally settled and irrevocably and unconditionally releases, discharges and absolves the Company, its Affiliates, representatives, employees, directors and agents from all responsibilities, liabilities, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown and forbears to sue the Company, its Affiliates, representatives, employees, directors and agents for any losses, damages or costs incurred as a result of, or in connection with the attempted purchase and/or purchase of the Purchase Tokens.

 

8. INTELLECTUAL PROPERTY

 

8.1. All Intellectual Property Rights comprised in the information, text, graphics, logos, images, audio clips, data compilations, scripts, software, technology, sound or any other materials or works found in the Project shall vest in and remain the property of Company and/or its Affiliates.

 

8.2. These Terms shall in no way shall entitle you to any intellectual property of the Company or its Affiliates, including the Intellectual Property Rights for the Project and all text, graphics, user account interface, visual interface, photographs, trademarks, logos, artwork, and computer code, 17 design, structure, selection, coordination, expression and other content connected to the Project. The arrangement of such content is owned by the Company or its Affiliates and is protected by national and international intellectual property rights protection laws. The Company and/or its Affiliates retain all Intellectual Property Rights, mostly but not limited to copyright over the source code forming the Tokens and the smart contracts related to the Project.

 

8.3. There are no implied licences under these Terms and the Company reserves any rights not expressly granted to you hereunder.

 

9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 

9.1. By participating in this hood nft raffle, fire sale, public sale, you represent and warrant to the Company as follows:

 

(a) you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are a body corporate or acting on behalf of a body corporate:

(i) the body corporate is duly incorporated and validly existing under the Applicable Laws; and

(ii) such body corporate is duly authorised to accept these Terms and perform obligations hereunder;

 

(b) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (“Approvals”) is required on your part in connection with your participation in the hood nft raffle, fire sale, public sale  or, where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

 

(c) these Terms constitute a legal, valid, and binding obligation on you, enforceable against you in accordance with its terms;

 

(d) you will not access or use the Website and/or hood nft raffle, fire sale, public sale  to conduct, promote, or otherwise facilitate any illegal activity;

 

(e) the Tokens to be received by you will not be used for any illegal purpose;

 

(f) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by Applicable Laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company and its Affiliates;

 

(g) you are participating in the hood nft raffle, fire sale, public sale  as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;

 

(h) the Whitelisted Wallet you have connected to the Website to participate in the hood nft raffle, fire sale, public sale is owned, held and fully controlled by you, and you hold and have full control of the private key and all other credentials in respect of the wallet address associated with the 18 Whitelisted Wallet;

 

(i) the ETH that you will use to effect settlement of the purchase consideration payable for the purchase of Purchase Tokens, are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;

 

(j) you have read and understood all of these Terms including the Schedule;

 

(k) you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as the Tokens. In particular, you understand that blockchain-based transactions are irreversible and that the Company, its Affiliates, representatives, employees, directors and agents have no control over the functioning of the Ethereum blockchain and associated blockchain networks and that the Company, its Affiliates, representatives, employees, directors and agents shall not be liable for any issues arising therefrom (including any errors with the smart contract which interfere with the distribution of the Tokens); and

 

(l) all of the representations and warranties that you provide pursuant to these Terms are true, complete, accurate and not misleading from the time of your acceptance of these Terms, and shall continue to be true, complete, accurate and non-misleading notwithstanding the receipt by you of all of the Tokens.

 

9.2. By participating in this Hood nft raffle, fire sale, public sale, you hereby agree and acknowledge that:

 

(a) the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction;

 

(b) these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

 

(c) none of the Tokens should be construed, interpreted, classified or treated as enabling, or according any opportunity to you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Project, NFTs, Tokens or the proceeds of any sale of Tokens, or to receive sums paid out of such profits, income, or other payments or returns;

 

(d) while the Tokens are not intended to have any function and/or utility associated with them as at the date of these Terms, nothing in these Terms shall prevent such development and/or modification;

 

(e) no regulatory authority has examined or approved of these Terms, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or provision of these Terms to you does not imply that the 19 Applicable Laws, regulatory requirements or rules have been complied with;

 

(f) you bear the sole responsibility to determine what tax implications (if any) your participation in the hood nft raffle, fire sale, public sale may have for you, and agree not to hold the Company, its Affiliates, representatives, employees, directors, agents or any other person liable for any tax liability associated with or arising therefrom;

 

(g) none of the Company, its Affiliates, representatives, employees, directors and agents shall be liable for any lost profits or any special, incidental, direct, indirect, intangible, punitive, exemplary or consequential damages (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption), whether based in contract, tort, negligence, strict liability, or otherwise and whether within the parties’ reasonable contemplation or not, arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you; and

 

(h) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Company, its Affiliates, representatives, employees, directors and agents and/or any person involved in the hood nft raffle, fire sale, public sale.

 

10. RESTRICTIONS ON USE OF THE WEBSITE

 

10.1. A User must not do or attempt to do any of the following, or use the Website to do any of the following:

 

(a) use the Website in any manner that could damage, disable, overburden or impair any service provided or function of the Website or interfere with any other party’s use or enjoyment of the Website;

 

(b) gain unauthorised access to the Website, other accounts, computer systems or networks connected to the Website through hacking, password mining or any other means;

 

(c) obtain or attempt to obtain any materials, content or data through any means not intentionally made available through the Website;

 

(d) manipulate any content on the Website by way of hacking, backdoor code insertion, or any other means;

 

(e) decompile, reverse engineer or disassemble the Website;

 

(f) infringe or misappropriate the Company’s and its Affiliates’ Intellectual Property Rights or the Intellectual Property Rights of any person;

 

(g) use the Website in any manner that could negatively affect or is prejudicial to the Company’s reputation; and/or

 

(h) use the Website in any manner or for any purpose that is unlawful or prohibited by these Terms or any other notices and conditions that the Company and/or its Affiliates may 20 issue from time to time.

 

11. DISCLAIMERS

 

11.1. The Tokens and the Website are provided on an “as-is” and “as-available” basis without warranties or representations of any kind. The Company, its Affiliates, representatives, employees, directors and agents do not make, and hereby disclaim, to the maximum extent permitted by all Applicable Laws, any representation or warranty in any form whatsoever, whether implied, express or statutory, including any representation or warranty:

 

(a) in relation to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of any contents or functions on the Website;

 

(b) in relation to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;

 

(c) that the Website will be free of all viruses or other harmful elements;

 

(d) that the Tokens or the delivery mechanism for Tokens in the hood nft raffle, fire sale, public sale  or any subsequent distributions will be free of viruses or other harmful components;

 

(e) that certain products, company names or material displayed on the Website do not contain intellectual property belonging to third parties. The Company does not warrant or represent that if a User uses such material it will not infringe the legal rights of these third parties; and

 

(f) the Company, its Affiliates, representatives, employees, directors and agents shall also not be liable for any damage or loss of any kind caused as a result (including, without limitation direct, indirect, special or consequential damages) of the use of the Website and participation in the hood nft raffle, fire sale, public sale, including (without limitation) any damage or loss suffered as a result of reliance on the contents contained in or available from the Website, or any system, server or connection failure, error, interruption or delay in transmission.

 

11.2. As at the date of these Terms, the Tokens do not have any functions, utilities or rights whatsoever attached to them and there is no guarantee, no representation, no warranty, no expectation and no promise that any functions, utilities or rights will, if ever, be accorded to them. By participating in this hood nft raffle, fire sale, public sale, you expressly acknowledge and agree to this, and waive all rights, claims and/or causes of action and release the Company, its Affiliates, representatives, employees, directors and agents from all responsibilities, liabilities, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown and forbear to sue the Company, its Affiliates, representatives, employees, directors and agents for any losses, damages or costs incurred as a result of, or in connection with the hood nft raffle, fire sale, public sale.

 

11.3. To the maximum extent permitted by all Applicable Laws, regulations and rules, the Company, its Affiliates, representatives, employees, directors and agents hereby expressly disclaim their liability and shall in no case be liable to you or any person for:

 

(a) postponement, suspension and/or abortion of the Project, launch of Tokens and/or Hood nft raffle, fire sale, public sale;

 

(b) any failure, or disruption to, the Project, the Hood nft raffle, fire sale, public sale, the operations of the Company, the Website or any other technology (including but not limited to smart contract technology) associated therewith, due to any reason, including but not limited to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

 

(c) any failure, malfunction, virus, error, bug, flaw, defect in the technology connected with or use for affecting the hood nft raffle, fire sale, public sale or your participation in the Hood nft raffle, fire sale, public sale;

 

(d) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction applicable to the Project, the Hood nft raffle, fire sale, public sale, or your participation in the Hood nft raffle, fire sale, public sale;

 

(e) loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet, including your Wallet, in any manner and to any extent;

 

(f) failure to disclose information relating to the Project or Hood nft raffle, fire sale, public sale;

 

(g) any risks associated with your participation in the Hood nft raffle, fire sale, public sale  or holding of Tokens; and

 

(h) all other risks, direct, indirect or ancillary, whether in relation to your participation in the Project, Hood nft raffle, fire sale, public sale  and/or holding of Tokens which are not specifically or explicitly contained in or stated in these Terms.

 

12. LIMITATION OF LIABILITY

 

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, REPRESENTATIVES, EMPLOYEES, DIRECTORS AND AGENTS BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, INTANGIBLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE AND WHETHER WITHIN THE PARTIES’ REASONABLE CONTEMPLATION OR NOT, ARISING OUT OF OR IN CONNECTION WITH AUTHORISED OR UNAUTHORISED USE OF THE WEBSITE, OR IN ANY WAY RELATED TO THE HOOD NFT RAFFLE, FIRE SALE, PUBLIC SALE, THE PROJECT OR OTHERWISE RELATED TO THESE TERMS, EVEN IF THE COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE WITHIN THE REASONABLE CONTEMPLATION OF THE PARTIES.

 

12.2. Without prejudice to Clause

 

12.1, and to the maximum extent permitted by Applicable Laws, you hereby agree that the aggregate liability of the Company, its Affiliates, representatives, employees, directors and agents and such other persons involved in the hood nft raffle, fire sale, public sale in tort, contract or otherwise, arising out of or in connection with the participation in the hood nft raffle, fire sale, public sale shall in any event be limited to the purchase consideration paid to the Company, less any Refunds.

 

13. THIRD PARTY LIABILITY To the fullest extent permitted by Applicable Laws, you hereby indemnify, defend and hold the Company, its Affiliates, representatives, employees, directors and agents and such other persons involved in the hood nft raffle, fire sale, public sale harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company, its Affiliates, representatives, employees, directors and agents and such other persons involved in the hood nft raffle, fire sale, public sale, which arise out of a breach by you of any warranty, representation, or obligation hereunder.

 

14. CONFIDENTIALITY

 

14.1. As used in these Terms, “Confidential Information” means any information and data of any kind that a disclosing party (“Discloser”) designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential whether disclosed before, on or after the date of the latest version of these Terms by the Discloser or any of its representatives, to the receiving party (“Recipient”) or any of its representatives, and includes without limitation, these Terms, technology, information and/or personal data provided by the Discloser, its Affiliates, representatives, employees, agents, independent contractors, advisors or consultants, whether disclosed or communicated verbally, in writing, or in any other tangible form, and whether relating to the Discloser’s business, operations, processes, plans, strategies, requirements, inventions, product or service information, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, negotiations, discussions, and contracts with other companies, customers, investor information, business affairs, the existence, nature, status and content of discussions or negotiations between the parties, including any termination of those discussions or negotiations, any copy, report, forecast, valuation, analysis, compilation, study, memorandum, note or other document or material prepared by or for the Recipient or any of its representatives that contains or reflects or is otherwise based upon (whether in whole or in part) any of the information described herein, including, without limitation information relating to the Discloser’s business operations or business relationships, financial information, transaction records, fee arrangements, transactions, accounts, personal data, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, strategies and any data or information designated as confidential by the Discloser or which would be understood by a reasonable person as being of a confidential nature. Notwithstanding anything to the contrary in this Clause 14, this Clause 14 may be waived for disclosure of the Terms by the Company in the Company’s sole and absolute discretion.

 

14.2. The Recipient will not disclose the Confidential Information to any third party without the prior written consent of the Discloser, except as provided to such party’s officers, directors, agents, employees, consultants, contractors and professional advisors who need to know the Confidential Information for the purposes of performance of these Terms and who are informed of, and who agree to be or are otherwise bound by obligations of confidentiality no less restrictive than, the obligations set forth herein. The Recipient will protect such Confidential Information from unauthorised access, use and disclosure and shall exercise in relation to such Confidential Information no lesser security and control measures and degree of care than those which the Recipient applies to its own confidential information. The Recipient shall not use the Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms. The obligations herein shall not apply to:

 

(a) any information that is or becomes generally publicly available through no fault of the Recipient;

(b) any information that the Recipient obtains from a third party (other than in connection with these Terms) that, to the Recipient's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure; and

(c) any information that is independently developed or acquired by the Recipient without the use of or reference to Confidential Information of the Discloser.

 

14.3. Confidential Information includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of the Recipient and all of the foregoing shall be and remain the property of the Discloser. At the Discloser’s request, the Recipient shall return or destroy all Confidential Information; provided, however, the Recipient may retain one (1) copy of Confidential Information:

(a) if required by Applicable Laws; or

(b) pursuant to a bona fide and consistently applied document retention policy, provided, further, that in either case, any Confidential Information so retained shall remain subject to the confidentiality obligations of these Terms.

 

14.4. If the Confidential Information disclosed under these Terms or any other agreement that the Company may enter into with the User includes the personal data of the Discloser and/or personal data of any individual:

(a) the Discloser hereby consents to the collection, processing, use and disclosure of its personal data by the Recipient in accordance with these Terms and our privacy policy; and

(b) the Discloser hereby undertakes, represents and warrants to the Recipient that the Discloser has notified such individual of the purposes for which the Recipient may use his/her personal data and has obtained such individual’s consent for the collection, processing, use and disclosure of his/her personal data by the Recipient in accordance with these Terms. 14.5. The Discloser acknowledges and agrees that any consent given pursuant to these Terms in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of these Terms.

 

15. TERMINATION

 

15.1. The Company reserves the right to temporarily suspend or permanently disable any User’s access and/or use of all or any part of the Website at any time for any reason, including where the Company is required to do so by Applicable Laws or pursuant to a request by any government or 24 regulatory body, or where the Company suspects that User to be in breach of these Terms, without notice.

 

15.2. These Terms shall expire and terminate with respect to each User (without relieving the parties of any obligations arising from a prior breach of or non-compliance with these Terms, or accrued obligations) upon Release of all of the Purchase Tokens such User may receive pursuant to these Terms.

 

15.3. Upon expiry or termination of these Terms, each User hereby waives all rights in respect of the Website, Tokens and any consideration payable for the Tokens, and releases the Company, its Affiliates, representatives, employees, directors and agents 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) in respect of the Website and Tokens.

 

15.4. Clauses 4.2, 4.3, 4.5, 5, 6.3, 6.5 to 6.12, 7 to 14, 15.3, 15.4 and 16 shall survive any termination or expiration of these Terms.

 

 

 

 

16. MISCELLANEOUS

 

16.1. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written discussions, memoranda, understandings and undertakings between them. Without prejudice to the generality of the foregoing, save as expressly provided in these Terms, no information contained in or on any website or other social media channels directly or indirectly linked to the Project or Tokens shall constitute part of these Terms.

 

16.2. Force Majeure Event. Notwithstanding any other provision in these Terms, the Company will not be liable for non-performance, error, interruption or delay in the performance of the Company’s obligations under these Terms, if this is due in whole or in part, directly or indirectly to a cause beyond the Company’s reasonable control, such as any Force Majeure Event.

 

16.3. Costs and Expenses. Each party to these Terms shall bear their own respective costs and expenses incurred in connection with the hood nft raffle, fire sale, public sale, the execution of these Terms and the performance of their respective obligations hereunder. For the avoidance of doubt, each User shall bear any transaction, administrative, network or gas fees that may be required to enable the User to receive the Tokens from the hood nft raffle, fire sale, public sale.

 

16.4. Waiver. The rights and remedies of each party shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of such party. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

 

16.5. Taxation. Each User bears the sole responsibility for determining if the receipt of Tokens and/or payment of the purchase consideration for the Purchase Tokens pursuant to these Terms, has tax implications for such User in the User’s jurisdiction. By agreeing to these Terms and to the extent permitted by Applicable Laws, the User agrees not to hold any of the Company, its Affiliates, 25 representatives, employees, directors and agents liable for any tax liability associated with or arising from the purchase of the Tokens. The User is solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which the User may be liable to pay tax as a result of the User’s

(i) receipt of the Tokens under or in connection with these Terms and

(ii) payment of the purchase consideration for the Purchase Tokens. The Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes payable by the User (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from the User’s (a) receipt of the Tokens under or in connection with these Terms and (b) payment of the purchase consideration for the Purchase Tokens.

 

16.6. Notices.

You acknowledge and agree that any and all notices and communications that the Company may provide to you, including these Terms may be provided in electronic form and/or delivered to your Whitelisted Wallet. Any queries regarding these Terms may be directed to us at [email protected].

 

16.7. Time of Essence. Any time or period mentioned in any provision of these Terms may be extended by mutual agreement between the parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence.

 

16.8. No Assignment. The Company may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be void. Save for the foregoing, no party shall have the right to assign all or any part of its interest in these Terms without the prior written consent of the other party. These Terms shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns.

 

16.9. Severability. If any provision or any portion of any provision of these Terms or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of these Terms, and the application of such provision of portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

 

16.10. Third Party Rights. A person who is not a party to these Terms has no right under Applicable Laws to enforce any Terms, save that the Company’s assignees, representatives, employees, directors, agents, service providers and Affiliates shall be deemed beneficiaries of these Terms as if they are parties thereto and shall have the rights to enforce the provisions of these Terms.

 

16.11. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Panama without giving effect to the principles of conflicts of law.

 

16.12. Dispute Resolution. Any dispute, controversy or claim arising under, out of, in connection with or in relation to these Terms, including any dispute as to its existence, validity, interpretation, performance, breach or termination and any dispute relating to any non-contractual obligations arising out of or in connection with it shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force and the conduct of the arbitration thereof shall be under the administration of 26 the Singapore International Arbitration Centre. The arbitral tribunal shall consist of one (1) arbitrator. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. This arbitration agreement shall be governed by the laws of the Panama.

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