Terms of Service

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.

EXPORT CONTROLS NOTICE: BY PARTICIPATING IN OUR SERVICES, YOU REPRESENT THAT YOU ARE NOT IN A SANCTIONED COUNTRY OR A “SANCTIONED PERSON,” AS DEFINED BELOW, UNDER UNITED STATES LAW.

1.INTRODUCTION

The Fractional Token Company d/b/a Tessera (“Tessera,” “we” “us”) offers the following services (collectively, “Services”) subject to the terms and conditions herein (“Terms”):

• operating an online platform (“Tessera Platform”), accessible at tessera.co or any affiliated website that Tessera operates or controls (“Website”), that enables users to interact with certain non-custodial smart contracts (“Vaults”) and other blockchain protocols and technology (collectively, together with the Vaults, the “Protocols”) to: (i) facilitate the transfer of non-fungible tokens (NFTs) or other digital assets (collectively, “Digital Assets”) to Vaults for the purpose of enabling users (“Collectors”) to acquire and collectively own and govern Digital Assets; and (ii) permit the purchase, sale, distribution, transfer, listing, or other use of Digital Assets; and
• operating a Discord server that enables users of the Tessera Platform and the public to congregate and communicate regarding the Services.

For the sake of clarity, our Services allow you to interact with the Protocols, but Tessera does not own, operate, control, manage, maintain, administer, or oversee the Protocols. The Protocols are a publicly available infrastructure layer that exists by virtue of the distributed ledger maintained on a particular blockchain. The Protocols are autonomous, immutable, and self-executing code that will exist so long as the blockchain to which they have been deployed is operational. The Tessera Platform is merely a user-friendly interface through which users can interact with the Protocols; anyone is able to build upon and interact with the Protocols through various alternative means, including block explorers such as etherscan.io or other Third-Party Offerings (defined below). Although Tessera operates the Tessera Platform, it has no control, ownership, or oversight of the Protocols. As a result, Tessera makes no representations or warranties regarding the safety, security, or functionality of the Protocols and is not responsible for your use of the Protocols. For more information on the Protocols, please visit https://tessera.co/faq.

We do not own, operate, control, manage, maintain, administer, or oversee the Protocols. Our Services do NOT include:

• Brokering, underwriting, executing, effectuating, or intermediating the purchase, sale, or transfer of any Digital Assets;
• Taking custody, control, ownership, or possession of any Digital Assets;
• Facilitating the securitization of any Digital Assets or permitting the issuance, offer, creation, purchase, sale, or any other transactions related to any securities, commodities, options, derivatives, debt instruments, or other financial instruments;
• Issuing, converting, or exchanging cryptocurrency or other Digital Assets; or
• Operating, controlling, managing, administering, overseeing, maintaining, improving, or updating any smart contract or other Protocol.

Tessera does not have the ability to modify, change, undo, or reverse any transaction effectuated on any blockchain, including any interaction or transaction between you and the Protocols. This means that, by using our Services to interact with the Protocols, you acknowledge and agree that you are solely and fully responsible for your interaction with the Protocols. Your use of the Protocols in any manner is at your own risk.

All transactions and sales are final. Once a Digital Asset has been successfully sold and/or transferred, it may not be returned and the payment and any associated transaction (i.e., gas) costs will not be refunded.

Please make sure you understand the Protocols before interacting with them through our Services. If you do not understand the Protocols, you should not use our Services to interact with them.

You are entering into a binding agreement. By accessing or using our Services, you are entering into a binding agreement with Tessera that includes: these Terms, which govern your access to and use of our Services, products, and properties including intangible property such as Digital Assets made available through the Services; our Privacy Policy, available at https://tessera.co/privacy, which governs our collection and use of personal information and other data (“Privacy Policy”); and any other terms, conditions, or policies linked to in our Terms or Privacy Policy. Therefore, please carefully review these documents. If you do not agree with the terms of these documents, you may not use our Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

2.SERVICE FEES

We use blockchain technology to facilitate transactions. Tessera may receive a fee (“Service Fee”) in connection with the purchase, sale, and transfer of Digital Assets facilitated through the Services. As described more fully on the Protocols Website, the Protocols and other technology may cause or facilitate the automatic transfer of the Service Fee to a digital wallet owned by Tessera.

3.THIRD-PARTY OFFERINGS

Tessera is not responsible for your use of any third-party services or the Protocols. The Services may link or provide access (paid or unpaid) to content, software, products, platforms, and services operated by companies, entities, or networks other than Tessera, including the Protocols (“Third Party Offerings”). For example, transactions initiated through our Website may be executed using third-party digital wallet extensions (“Extensions”), and Protocols may facilitate various blockchain transactions. If you choose to access, transact with, or otherwise interact with any Third Party Offerings through the Services, you acknowledge and agree that you do so at your own risk, and you understand that by using the Services, you are directing the applicable company, entity, or network to make Third Party Offerings available to you. You are solely responsible for your dealings with third parties and use of any Third Party Offerings. When you use the Services to access Third Party Offerings, these Terms and any applicable usage terms associated with the Third Party Offerings will govern your use thereof. Tessera does not endorse any Third Party Offerings made available or marketed on or through the Services. Tessera is not responsible or liable to you or others for information or services provided by any Third Party Offerings or for the results obtained from using them. Tessera expressly disclaims all liability related to, arising from, or in connection therewith.

Tessera is not responsible for, nor a party to, any agreement or interaction between you and any third party. To the extent any third party, including any owner of a Digital Asset or any intellectual property or other rights therein or thereto, offers any rights (including governance, ownership, intellectual property, or other rights), benefits, privileges, opportunities, or other utility in connection with any Digital Assets or subjects the same to additional terms and conditions (collectively, “Third-Party Terms”), you understand and agree that Tessera shall not be a party to or have any responsibility or liability whatsoever for, arising out of, relating to, or in connection with such Third-Party Terms. By using our Services in connection with any Digital Asset, including, without limitation, to acquire any Digital Asset or transfer any Digital Asset to a Vault, you agree at all times to adhere to and comply with any and all existing Third-Party Terms applicable to the Digital Asset(s).

4.VAULTING AND LISTING DIGITAL ASSETS

You may only use our Services in connection with Digital Assets that you personally and lawfully own. In your use of the Services, you may only list or transfer to a Vault Digital Assets that you have created or lawfully acquired and own personally. You may not submit Digital Assets utilizing the Services that were acquired unlawfully or over which you do not have lawful title.

Listings must adhere to our Terms. In order for Tessera to provide the Services, you must provide us with all the information we request and comply with all other requirements, terms, and guidelines presented to you. We reserve the right to edit any listings or offerings to ensure that they comply with our requirements and applicable law. We reserve the right to limit the use of the Services in our sole and absolute discretion.

It may take some time for your listings to appear. Listings of Digital Assets may not be immediately searchable by keyword or category for several hours (or up to 24 hours or more in some circumstances), and may be subject to Third-Party Terms. The placement of listings in search and browse results is in Tessera’s sole discretion and may be based on factors that include, without limitation, title, keywords, and price.

5.RIGHTS GRANTED BY USERS OF THE SERVICES

We, and certain users of the Services, may display the artwork associated with your Digital Assets. By submitting, transferring to a Vault, listing, or purchasing any Digital Assets using the Services, you, on your own behalf and on behalf of the Vault to which a Digital Asset has been transferred, as applicable, hereby grant and quitclaim to (i) Tessera, a universe-wide, transferable, non-exclusive right and license, with a right to sublicense and/or quitclaim, to (a) use, reproduce, distribute, publicly perform, and publicly display copies of, any digital works associated with the Digital Asset(s) (collectively, “Artwork”) for the purpose of providing the Services, including by incorporating the Artwork in new artwork associated with a particular Vault (each new piece of artwork, a “Tessera Artwork”), and (b) access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit, and broadcast copies of your Artwork in any form, medium, or technology now known or later developed for the purpose of promoting Tessera and the Services (collectively, (i)(a) and (i)(b), the “Tessera License”); and (ii) Tessera and the Collector(s) of any corresponding Digital Assets, a limited, personal, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free license to download, access, and use one or more copies of the Artwork exclusively to (a) publicly and privately display the Tessera Artwork at any size for non-commercial purposes including, for example, as a profile picture on social media and in online or virtual galleries; and (b) market, promote, advertise, and sell the Digital Asset (collectively, (ii)(a) and (ii)(b), the “Collector License”). You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis.

We may use your name and information. You grant Tessera and each of our respective direct and indirect licensees, successors, and assigns, the right to use your digital wallet address and any domain name (including ENS or other blockchain domain name), social media handle, avatar, or online profile publicly linked to your digital wallet address (collectively, “Likeness”) in connection with the marketing and promotion of Tessera and the Services. You waive the right to inspect or approve any use of your Likeness as contemplated in these Terms.

6.TESSERA PROPERTY

We own the intellectual property in and to the Tessera Platform and related promotional materials. For purposes of clarification, Tessera shall be and remain the sole owner of all rights, title, and interest in and to the Tessera Platform, the Tessera marks, the promotional materials created by or on behalf of Tessera, and the programming, script, algorithms, technology, and/or code supplied by Tessera and/or its contractors and suppliers, including, without limitation, all copyright, trademark, patent, trade-secret rights, and related rights therein (collectively, the “Tessera IP”).

Tessera reserves all rights not expressly granted herein. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Tessera logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Tessera, or our respective partners, affiliates, or licensors, as applicable. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Tessera or its affiliates or a third party that are subject to separate terms, in which case those terms shall govern such software components. All other trademarks, registered trademarks, product names, and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Tessera.

7.USER RESPONSIBILITIES

You must have a digital wallet capable of transacting on the applicable blockchain network when you use the Services to access the Protocols. If you wish to list, buy, sell, or transfer any Digital Assets using our Services, you must own or establish a compatible digital wallet that allows you to engage in transactions on the applicable blockchain network, which may include the ability to send, receive, and store cryptocurrency and Digital Assets, and you must connect and unlock your digital wallet through the Services. Once you submit a transaction to list, transfer, bid on, or purchase a Digital Asset, your order is passed on to the applicable Extension, which completes the transaction on your behalf. Each Digital Asset will be transferred to the digital wallet of the buyer of the Digital Asset, and the transaction will be completed in accordance with these Terms. You are solely responsible for the security of your digital wallet, including, without limitation, safekeeping the seed phrase, private keys, and password associated with your digital wallet.

You are responsible for paying any necessary transaction fees. You must have enough funds in your digital wallet to cover the total cost of your intended transaction, including “gas” and any other applicable fees. All pricing and payment terms for our Services are as indicated at point of sale or otherwise on the Services, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, or applicable gas or other fees shall impact or excuse your obligations with respect to any purchase.

You will provide information as reasonably requested by Tessera. You agree to give Tessera any information, materials, and documents it reasonably requests, from time to time, to perform the Services, including provenance documentation related to your Artwork, and you confirm that all the information and documents you give Tessera are true, complete, and accurate and are originals or true, complete, and accurate copies of the originals.

You will use any Artwork or Tessera Artwork only as authorized. You are responsible for ensuring that your use of any Artwork or Tessera Artwork complies with these Terms and any applicable Third-Party Terms. For the sake of clarity, the Collector License does not permit Collectors to use Artwork or Tessera Artwork for commercial purposes. Additional or different rights in the Artwork, including commercial rights, may be granted to Collectors by Vaults as determined through Vault governance and to the extent permitted by applicable Third-Party Terms.

You are responsible for obtaining all necessary approvals. You are responsible for obtaining all releases, licenses, approvals, and permissions that may be required for Tessera to carry out its Services without violating or infringing upon the rights of any party or owing any additional sums. You agree to obtain any and all necessary consents, licenses, and releases and to make any necessary payments in connection with the use of your Digital Assets and Artwork (collectively, “Property”), including, without limitation: (i) authorizations and payments with respect to any people who are seen, heard, or referred to in any Artwork (including, without limitation, any recognizable people) or who otherwise provided services in connection with the Artwork; (ii) authorizations and payments with respect to any person or entity that owns or controls any interest or other rights in or to any third party materials that are used in the Artwork or underlying intellectual property; or (iii) authorizations and payments with respect to all locations used in or in connection with the Artwork or underlying intellectual property. Upon request, you will supply to Tessera original copies of signed releases (in form and substance acceptable to Tessera).

8.USER REPRESENTATIONS AND WARRANTIES

You are sophisticated, experienced, and knowledgeable in the minting, bidding on, buying, listing, owning, possessing, transferring, using, or selling of Digital Assets, as applicable. Additionally, you have had the opportunity to conduct an independent investigation and have familiarized yourself with the Services, Protocols, and matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use or access the Services or Protocols, you have relied solely on the results of such review and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge, and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including, without limitation, NFTs, are uncertain, and you have familiarized yourself with all potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any Digital Assets may constitute securities, commodities, or other financial instruments under applicable law. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Tessera, in determining to enter into these Terms, and whether to transfer, bid on, buy, sell, or otherwise interact in any way with Digital Assets or the Services or Protocols.

You are not using, and will not use, the Services to purchase Digital Assets for investment purposes. The Digital Assets you purchase using the Services, if any, are for your own personal use and enjoyment, and you are purchasing the Digital Assets with a motivation to use or consume the Digital Assets for personal use and enjoyment as opposed to investment.

You are fully and solely responsible for the content you make available on or through our Services. You acknowledge and understand that by using our Services to list, transfer, or sell any Digital Assets, you represent and warrant that:

• You have good and marketable title to the Digital Assets(s) and are the sole, exclusive, and lawful owner thereof;
• Neither your nor Tessera’s use of the Property on or through the Services and as contemplated by these Terms, including the display, reproduction, distribution, performance, marketing, promotion, or sale of the Property including, without limitation, in the form of NFTs, will violate the rights of any person, including any person’s copyright, trademark, patent, right of publicity, privacy, likeness, or other rights, or otherwise give rise to any third-party claims or cause Tessera to incur any additional fees;
• You have not made and will not make any grant or assignment which may interfere with the full performance of the obligations hereunder;
• You will not take any actions that might frustrate or diminish the minting, sale, or continued value of any Property including, without limitation, by directly or indirectly deleting, disposing of, transferring, or changing any Property;
• The description and all other information relating to the Property you provide are each and all true, complete, and accurate; and
• You are not aware of any challenges or disputes or claim, past, threatened or pending, relating to the Property, or the possibility of any of the foregoing, nor aware of any facts or circumstances likely to give rise to any such challenge or dispute or any claim, and you have informed Tessera of all facts, circumstances, and information of which you are aware or have available relating to the authenticity, title, publication, condition, exhibition, and provenance of the Property, including the existence of any series or editions that include the Artwork; and
• The Property is neither looted nor stolen.

You have all requisite capacity, power, and authority to enter into and be bound by these Terms. You represent and warrant that: (i) you have all rights, licenses, consents, permissions, authorizations, approvals, and releases necessary to enter into this agreement and authorize Tessera to perform the Services and grant the rights granted herein; (ii) the rights granted herein are owned or controlled solely by you; (iii) you are over the age of majority (or else will have your parent or legal guardian sign this agreement on your behalf); (iv) if an agent enters into this agreement on your behalf, then, by signing, the agent represents and warrants that it has the right and authority to sign on your behalf and bind you to the terms hereof and agrees to defend, indemnify, and hold harmless the Indemnified Parties (defined below) from any claims or damages arising from a breach of such representation and warranty.

Your use of the Services does not violate the rights of any third party or any applicable agreement or law. These Terms do not, and the performance of your obligations under these Terms and your listing, bidding on, buying, selling, transferring, or otherwise transacting with any Digital Assets, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.

You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, transactions involving tokens, or minting of NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to the Services.

9.DIGITAL ASSET RIGHTS AND OWNERSHIP

Distributed ledger technology determines the owner of each NFT. At all relevant times, Tessera will recognize as the Collector of a Digital Asset the digital wallet associated with the applicable Digital Asset as identified by the applicable Digital Asset’s smart contract.

Digital Asset ownership grants you limited rights. By lawfully acquiring a Digital Asset made available through the Services, the current Collector will receive the Collector License. This license belongs only to the current Collector as defined herein but automatically terminates when they cease to be the Collector for any reason. We do not monitor or control any marketplace or any other activity beyond that of the Services, including, without limitation, purchases or sales on the secondary market.

Prices don’t include taxes. All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions, and fees set forth on the Services, do not include any sales, use, value added (VAT), goods and services (GST) or similar taxes or withholding taxes or any customs, duties, or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder (collectively, “Taxes”). You agree to bear sole responsibility for paying any and all Taxes payable as the result of the purchase, ownership, sale, transfer, use, and/or exploitation of any Digital Asset.

10.PROHIBITIONS AND RESTRICTIONS

You agree that you will NOT do or attempt to do any of the following:

• Use, display, mirror, or frame the Services, or any individual element within the Services, Tessera’s name, any Tessera trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Tessera’s express written consent;
• Except as allowed under these Terms, use any Tessera IP, whether registered or unregistered. All rights therein and goodwill associated therewith shall inure to the benefit of Tessera.
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
• Access, tamper with, or use non-public areas of the Services, Tessera’s computer systems or network, or the technical delivery systems of Tessera and its providers;
• Attempt to probe, scan, or test the vulnerability of any Tessera system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Tessera or any of Tessera’s providers or any other third party (including another user) to protect Services or any Property;
• Use any meta tags or other hidden text or metadata utilizing a Tessera trademark, logo, URL, or product name without Tessera’s express written consent;
• Use the Services or Property for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use Services to send altered, deceptive, or false source-identifying information;
• Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect, scrape, harvest, or store any data or personally identifiable information from the Services from other users of the Services;
• Impersonate or misrepresent your affiliation with any person or entity;
• Use the Services or any blockchain technology for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms;
• Provide false or misleading information to Tessera;
• Use or attempt to use or access another person’s digital wallet without authorization from such person;
• Take or attempt to take any action that in any way could prevent, disrupt, negatively affect, or inhibit others from fully enjoying the Services, or that could alter, damage, disable, overburden, or impair the functioning of the Services in any manner;
• Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” or fraudulent, deceptive, or manipulative trading activities, including, for the purpose of creating or inducing a false, misleading, or artificial appearance of activity or value in any Digital Asset: (i) facilitating the trading of any Digital Asset at successively lower or higher prices or executing or causing the execution of any transaction involving the Digital Asset which causes no material change in the beneficial ownership thereof; (ii) participating in, facilitating, assisting, or knowingly transacting with any person or persons for the purpose of artificially, unfairly, or deceptively influencing the market price of a Digital Asset; or (iii) otherwise artificially, unduly, or improperly influencing the market price for any Digital Asset available through the Services in any manner, including without limitation, on or through social media;
• Use our Services in any way that: (i) violates the rights of any third party, any applicable law, rule, or regulation, or these Terms; (ii) is obscene, profane, pornographic, vulgar, or offensive; (iii) incites or promotes violence or violent or dangerous behavior, or depicts violence (either towards others or oneself); (iv) involves hate speech, endorses any form of hate, or harasses, abuses, insults, harms, defames, slanders, disparages, intimidates, threatens, or discriminates against others based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (v) spreads false, deceptive, misleading, otherwise unsubstantiated or unfair information or material or promotes any particular political agenda or message; and (vi) promotes any activities that may be or appear unsafe or dangerous, including, without limitation, excessive consumption of alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing).
• Provide the Services to any third party;
• Encourage or enable any other individual to do any of the foregoing.

11.WARRANTY DISCLAIMER

Tessera provides the Services “as is.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, TESSERA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE PROTOCOLS OR THE SERVICES, INCLUDING THE THIRD PARTY SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY TESSERA. THE SERVICES ARE PROVIDED “AS IS.” NEITHER TESSERA, TESSERA’S AFFILIATES, OR ANY OF THEIR RESPECTIVE MEMBERS, STOCKHOLDERS, EMPLOYEES, CONSULTANTS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (collectively, “TESSERA PARTIES”) REPRESENT OR WARRANT THAT (I) THE USE OF ANY OF THE SERVICES OR PROTOCOLS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, WILL BE AVAILABLE WHEN YOU DESIRE TO UTILIZE THE SERVICES OR PROTOCOLS, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) ANY STORED DATA WILL BE ACCURATE, SECURE, OR RELIABLE, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TESSERA PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE SERVICES OR THIRD PARTY SERVICES AND THE PROTOCOLS, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE.

12.EXPORT CONTROLS AND SANCTIONS

You are not a Sanctioned Person under U.S. law. You acknowledge and understand that the Services and items offered through the Services, including Digital Assets and Artwork, are subject to U.S. export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You represent that you are not a Sanctioned Person and agree not to take any action that will cause anyone, including, without limitation, Tessera, to be in violation of any Export Controls and Sanctions Laws. For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a U.S. person from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC or the U.S. Department of Commerce, as each such list may be amended from time to time.

13.INVESTIGATIONS

You will participate in investigations as reasonably requested by Tessera. If Tessera becomes aware of any possible violations by you of these Terms, Tessera reserves the right to investigate such violations. If, as a result of the investigation, Tessera believes that criminal activity may have occurred, Tessera reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Tessera is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services in Tessera’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce these Terms, or (iii) protect the rights, property, or personal safety of Tessera, its affiliates, its users, the public, and all law enforcement or other government officials, as Tessera in its sole and absolute discretion believes to be necessary or appropriate.

Tessera may require you to provide additional information and documents at the request of any competent authority or in order to help Tessera comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Tessera may also require you to provide additional information and documents in cases where it has reasons to believe that:

• Your digital wallet or other access to the Services is being used for money laundering or for any other illegal activity;
• You have concealed or reported false identification information and/or other details; or
• Transactions effected via your digital wallet were affected in breach of these Terms or other applicable terms, laws, rules, covenants, orders, or regulations.

In such cases, Tessera, in its sole and absolute discretion, may pause, suspend, or cancel your access to and use of the Services until such requested additional information and documents have been reviewed by Tessera and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Tessera may refuse to provide any content, product, service, and/or further access to the Services to you.

14.ASSUMPTION OF RISK; LIABILITY WAIVER

The value of Digital Assets and Artwork is subjective. Digital Assets and Artwork have no inherent value, and their prices can therefore be volatile. By purchasing or otherwise using any Digital Assets or Artwork, you agree to assume all risks associated therewith, including the risk that the Digital Asset or Artwork loses any or all of its value.

You understand, acknowledge, and knowingly and voluntarily assume all blockchain-related risks. By participating in the Services

• You acknowledge and accept that Tessera does not control or influence the Protocols, and that transacting on a blockchain, including, without limitation, signing or effectuating transactions through the Services using a digital wallet, contains inherent risk. Such risks include but are not limited to: (i) risk of sudden asset price changes; (ii) risk of smart contract failure or exploit; (iii) risk of hardware, software, or connectivity failure; (iv) risk of malicious software; (v) risks of unauthorized access to your digital wallet; (vi) risk that you will no longer successfully retain ownership of or access to Property or Digital Assets; (vii) risk that any data or any Artwork becomes unavailable or decoupled from the Digital Asset, including, without limitation, because of an outage, data loss, or pursuant to a valid Digital Millennium Copyright Act takedown procedure; (viii) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (ix) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of Digital Assets, their market value, or digital funds.
• You acknowledge and accept these and all associated risks and responsibilities and agree that your participation in the Services is at your own risk. You should not participate in the Services, including to engage in blockchain-based transactions, unless it is suitable given your circumstances and financial resources.
• You agree that Tessera shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any of these risks.
• You acknowledge and accept that the sale of Digital Assets utilizing the Services is facilitated and run by numerous third parties including, without limitation, your digital wallet provider and one or more public peer-to-peer networks including, without limitation, the Ethereum network or other blockchain network and the Interplanetary File System (“IPFS”) or other distributed system for storing and accessing files or other data. None of these are under the control or influence of Tessera. Tessera shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any third party, including, without limitation, lost, late, incomplete, damaged, delayed, inaccurate, stolen, misdirected, undelivered, or garbled Digital Assets, or for errors or difficulties of any kind related thereto, whether human, mechanical, electronic, computer, network, typographical, or otherwise. Transactions are publicly visible on the Ethereum or other applicable blockchain when made.
• You acknowledge and agree that Tessera is not a fiduciary and owes no duties to you, including the duty to ensure fair pricing of any Digital Assets or Artwork.
• You expressly agree that the release and waiver of liability contained herein is intended to be as broad and as inclusive as is permitted by applicable law and that if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY TESSERA PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. IN NO EVENT WILL THE TESSERA PARTIES’ CUMULATIVE DIRECT AND INDIRECT LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED ONE DOLLAR ($1.00).

UNDER NO CIRCUMSTANCES SHALL ANY TESSERA PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE INITIAL INCIDENT RESULTING IN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE TESSERA PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT TESSERA PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF TESSERA PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS PERMITTED UNDER APPLICABLE LAW.

15.INDEMNIFICATION

You will indemnify Tessera and its affiliates for your use of the Services and blockchain technology including the Protocols. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Tessera and the Tessera Parties from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services or Protocols, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) that are caused by, arise out of, or are related to: (i) your use or misuse of the Services, (ii) your violation of these Terms; (iii) your violation of the rights of any third party, including another user of any digital wallet; (iv) any breach or non-performance of any representation, warranty, covenant, or agreement made by you; and (v) your buying, selling, or trading of any Digital Assets.

16.RESOLUTION OF DISPUTES; AGREEMENT TO ARBITRATE

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

We will attempt to resolve Disputes in good faith. Prior to commencing any legal proceeding of any kind against Tessera, including an arbitration as set forth below, you agree that you will attempt to resolve any dispute, claim, controversy, or cause of action between us arising out of or relating to these Terms or the Services (each, a “Dispute”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

New York law governs these Terms, and Disputes will be resolved in New York City. These Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related, either directly or indirectly, to these Terms or the Services will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the city and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

You and we expressly waive a trial by jury. Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. Class actions and class arbitrations are not allowed.

You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our Services. If there is a final judicial ruling that any particular Dispute (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular Dispute or request for relief may be brought in court. All other Disputes (or requests for relief) remain subject to this provision. Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration. Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it. Otherwise, the claims must be resolved by binding, individual arbitration.

Arbitration will be governed by the rules identified herein. If you are in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. If you are outside of the United States, the arbitration will be conducted by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures. The arbitration will be decided by a sole arbitrator. The arbitrator will have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims. The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

Arbitration proceedings are confidential. Except as may be required by law, the parties shall preserve the confidentiality of all aspects of the arbitration, and shall not disclose to a third party (other than disclosure to the affiliates of a party on a need-to-know basis and such affiliates are informed of the confidential nature of such information and are instructed to keep such information confidential), all information made known and documents produced in the arbitration not otherwise in the public domain, all evidence and materials created for the purpose of the arbitration, and all awards arising from the arbitration, except, and to the extent that disclosure is required by law or regulation, is required to protect or pursue a legal right or is required to enforce or challenge an award in legal proceedings before a court or other competent judicial authority.

You can opt out of arbitration. You can opt out of this arbitration agreement within thirty (30) days of the date you agreed to these Terms. To opt out, you must send an email to us at legal@tessera.co with your full name and email address and a clear statement that you want to opt out of this arbitration agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period noted above, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute.

You may only initiate a cause of action against Tessera within one year of the occurrence giving rise to such claim. Regardless of any statute or law to the contrary, any Dispute arising out of or relating, either directly or indirectly, to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.

17.MISCELLANEOUS TERMS AND CONDITIONS

We may modify these Terms. We reserve the right to clarify or amend these terms by publishing an updated version of them to the Website. You acknowledge and agree that, in the event we publish a clarification or amendment of these Terms, your continued use of the Services will be contingent upon your acceptance of the updated Terms.

We may modify the Services. We reserve the right, at our sole discretion, to change the URL of the Website or modify all or part of the Services without notice to you.

Our Services are for adults only. The Services are intended solely for persons who are 18 years or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older.

These Terms are severable. Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.

These Terms survive expiration or termination of this agreement. Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.

This is the entire agreement between the parties. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

We may amend or clarify these Terms. We reserve the right to clarify or amend these Terms by publicly publishing an updated version of them to the Website or any successor website. You acknowledge and agree that in the event we clarify or amend these terms, your use or continued use of or access to the Services will be contingent upon your agreement to the updated Terms.

Only Tessera may assign this agreement. These Terms will be binding on and inure to the benefit of the parties and (as applicable) their respective successors, heirs, executors, legal representatives, affiliates, and authorized assigns. You may not, directly or indirectly, assign all or part of your rights or obligations under these Terms to any other person or entity without first obtaining the written permission of Tessera. Any purported assignment without Tessera’s prior written approval shall be null and void.

This agreement may be executed cryptographically or otherwise. Delivery of an executed signature page by pdf, an electronic signature, or a cryptographic digital signature using a party’s digital wallet shall be as effective as delivery of a manually executed signature page. This agreement may be executed manually, electronically, cryptographically, and on separate counterparts, any one of which need not contain signatures of more than one party, but all of which when taken together shall constitute one and same agreement.

18.CONTACT INFORMATION

You may contact us at any time. If you have any questions, would like to provide feedback, or would like more information about Tessera, please feel free to email us at team@tessera.co.