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COCONFT TECHNOLOGY INC. | TERMS OF USE

Last Updated: May 11, 2021

These terms of use (the “Terms of Use”) describe the terms and conditions under which CocoNFT Technology Inc. (“Company”, “we”, “us”, “our”) makes its website and features (collectively, the “Services”) available to you (“user,” “you,” “your”). Please read these Terms of Use before using our Services. By using our Services, you agree to be bound by these Terms of Use.

1. Changes to Terms of Use

We may update these Terms of Use at any time. Any changes will become effective immediately upon our posting of the revised Terms of Use on our website. It is your responsibility to review these Terms of Use periodically for changes. Your continued use of the Services after any changes to the Terms of Use will be conclusively deemed as your acceptance of the Terms of Use as amended.

2. Overview

Our Services enable users to sell their social media posts uploaded to our website (the “Content”) as NFTs (the “NFT Content”). This is done by: (a) creating a cryptocurrency wallet for the user; (b) promoting the user’s Content to NFT marketplaces and other platforms to attract purchasers for NFT Content; and (c) creating NFT Content once a purchaser submits a purchase order for same.

3. Use of Services

(a) Users. By using the Services, you represent and warrant that you: (i) are of the age of majority under applicable laws; or (ii) have parental or legal guardian consent to use the Services. You must have legal capacity to enter into these Terms of Use and hold all rights necessary to enter into and perform your obligations under these Terms of Use. You further represent and warrant that: (A) all information you provide to us in connection with your use of the Services or otherwise (the “Information”) is true, accurate, complete, and current; (B) you are solely responsible for the accuracy, quality and integrity of the Information that you provide us; and (C) you will comply with all applicable laws in your provision of Information to us and in your use of the Services.

(b) Responsible Use.

Except as otherwise set out in these Terms of Use, you acknowledge and agree that you will not directly or indirectly sell, assign, distribute, provide access to, transmit, exploit, copy, publish, republish, reverse-engineer, reproduce, repackage, retransmit, resell, recompile, decompile, disassemble, or otherwise disseminate, any of the Services, or any derivative works from same, or any portion thereof, in any medium or in any manner whatsoever without prior written consent from us. Under no circumstances will you use the Services in any manner that may infringe any proprietary or intellectual property rights or interests that we may have in the Services.

Furthermore, in using the Services, you agree not to: (i) conduct or promote any illegal activities; (ii) attempt to gain unauthorized access to the Services or computer systems or networks connected to the Services through hacking, password or data mining, or any other means to circumvent security procedure; (iii) use another person or entity’s social media account in order to sign up for the Services; (iv) use any robot, spider or other automatic device, software program or manual process to create an account; (v) monitor, copy or interfere with any web pages used as part of the Services; (vi) use the Services in any manner that could damage, disable, overburden or impair the Services; (vii) interfere with or disrupt the Services or servers or networks connected to the Services; (viii) attempt to reverse engineer or jeopardize the correct functioning of the Services, or otherwise attempt to derive the source code of the software that enables or underlies any part of the Services; (ix) use the Services to generate unsolicited email advertisements or spam; or (x) take any action that would damage, harm, or diminish our reputation, goodwill, or public image.

(c) Operability. You acknowledge and agree that we do not provide and are not responsible for ensuring the operability of your hardware, software, or any other equipment or technological needs required to use the Services. You acknowledge and agree that we are not responsible for any charges related thereto including, without limitation, all data charges that you incur through use of the Services. Furthermore, we cannot guarantee that the Services will be available all of the time, at any given time, or that we will continue to offer all or any of our Services for any particular length of time. Although we strive to provide the most reliable Services possible, interruptions and delays in accessing the Services are unavoidable and we disclaim any liability for damages resulting from such problems.

Accounts

Use of the Services will require registration through a social account such as a Google Account (an “Account”). You will safeguard any user authentication credentials in your possession or under your control. You are responsible for all activities that occur under your Account, including without limitation any unauthorized access. You will notify us immediately if you believe an unauthorized third party may be using your Account.

We may at anytime in our sole discretion, for any reason, and without cost, charge, or liability, terminate, suspend or modify your Account and/or any of the Services. Except as otherwise required by law, if your Account is closed for any reason, and/or if you no longer have use of Services, you may no longer have access to Content or other information used in connection therewith, and we will have no liability for the deletion of same. We may also retain some or all Information as permitted or otherwise required by applicable law.

Payment

There are no up-front fees to use the Services. We collect a percentage of the proceeds that you earn from the sale of any Content NFT.

Third-Party Content

The inclusion of any third-party content as part of the Services does not imply our affiliation to the provider of such third-party content or its endorsement of such third-party content. Because we do not control third party content, you agree that we are not responsible for any such third-party content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such third-party content. Access and use of third-party sites, including the information, material, products, and services on third party sites or available through third party sites, is solely at your own risk.

Proprietary Rights

(a) Services. We retain all right, title, and interest in and to the Services, including without limitation all software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services. We grant you a personal, non-exclusive, worldwide, royalty-free, non-assignable, non-sublicensable, and revocable right and license to access and use the Services as intended by us and as permitted in these Terms of Use. You will not attempt to override or circumvent any of the usage rules or restrictions on the Services.

(b) Content and NFT Content. You own all of your Content and any NFT Content created from your Content. By uploading Content to our website, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, copy, distribute, market, promote, publicly share and display, modify and create derivative works of your Content (the “Content License”). For certainty, and without limiting the foregoing, the Content License enables us to: (i) share, market and promote your Content with third parties in order to attract purchasers for NFT Content; and (ii) share your Content with third parties in order to convert it into NFT Content upon receipt of a purchase order for same.

8. Feedback

Any suggestions or comments for improving or modifying the Services that are included in your communications with us (the “Feedback”) will be deemed to be non-confidential and non-proprietary to you, and you agree that, subject to applicable law: (a) we are therefore not subject to any confidentiality obligations with respect to the Feedback; (b) the Feedback is not confidential or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to us; (c) we may freely use, reproduce, publicize the Feedback; and (d) you are not, nor is any other party, entitled to receive any compensation or reimbursement of any kind from us in relation to the Feedback.

9. Disclaimers

THE SERVICES ARE PROVIDED TO YOU AT YOUR SOLE RISK AND LIABILITY ON AN “AS IS”, “AS AVAILABLE” BASIS. WE, OUR AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE WITH RESPECT TO THE CAPABILITY OF THE SERVICES, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, WITHOUT DELAY OR FAILURE, OR THE ACCURACY, SUITABILITY OR THE COMPLETENESS OF THE NFT CONTENT PRODUCED OR OTHERWISE PROVIDED THROUGH THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, UPTIME, ERROR-FREE OPERATION, OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

THE COMPANY DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (COLLECTIVELY, “THIRD PARTY MATERIALS”): (A) ADVERTISED OR OFFERED THROUGH ANY APPLICATION THAT CAN BE REACHED FROM A LINK THROUGH THE SERVICES; (B) ANY THIRD PARTY MATERIALS THAT ARE USED IN CONNECTION WITH THE SERVICES; OR (C) ANY THIRD PARTY MATERIALS THAT ARE FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE SERVICES.

10. Limitation of Liability

THE COMPANY IS NOT LIABLE UNDER CONTRACT LAW, TORT LAW, OR OTHERWISE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE, THE SERVICES). THESE LIMITATIONS WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

IN ANY EVENT, THE COMPANY’S MAXIMUM LIABILITY TO THE USER IS LIMITED TO THE TOTAL AMOUNTS ACTUALLY EARNED BY THE COMPANY FROM PROCEEDS OF SALES FROM SUCH USER’S NFT CONTENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING ANY CLAIM. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE COMPANY’S LIABILITY IN SUCH JURISDICTION WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

YOU WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, THREATS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, OBLIGATIONS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT AND MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICES, YOUR USE OR MISUSE OF THE SERVICES, ANY VIOLATION BY YOU OF THESE TERMS OF USE OR ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER (INCLUDING WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY, PERSONALITY, OR PRIVACY).

General

(a) Entire Agreement. The Terms of Use and Privacy Policy together constitute the entire agreement and understanding between you and the Company with respect to the subject matter hereof, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written. To the extent of any conflict between these Terms of Use and the Privacy Policy, the Terms of Use will apply.

(b) Survival. The following sections of these Terms of Use will survive the termination of your engagement with us and your use of our Services: Sections 7 – 12 (inclusive).

(c) Assignment. The Company may assign these Terms of Use, in whole, or in part, at any time, with or without notice to you. You may not assign your rights or delegate your duties under the Terms of Use, either in whole or in part, without the Company’s prior written consent, which may be arbitrarily withheld. These Terms of Use will enure to the benefit of and be binding upon the parties to these Terms of Use and their respective heirs, successors, and permitted assigns.

(d) Non-Waiver. Our failure to exercise or enforce any right or provision of the Terms of Use will not operate as a waiver of such right or provision. Waivers will not be effective unless in writing and duly authorized by an officer or director of the Company.

(e) Severability. In case any provision in these Terms of Use will be declared invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability.

(f) Interpretation. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in the Terms of Use, it means “including (or includes) without limitation”. The headings in these Terms of Use are for convenience only and will not affect the interpretation of these Terms of Use.

(g) Governing Law. These Terms of Use will be governed in accordance with the laws of the Province of British Columbia, Canada and you irrevocably consent to submit to the exclusive jurisdiction of the courts of British Columbia, Canada for any claim, proceeding or action under these Terms of Use. However, the foregoing will not limit the Company’s right to enforce the Terms of Use in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

(h) Jury Trial and Class Action Waiver. YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION AGAINST US RELATED TO THE SERVICES, THE TERMS OF USE OR THE PRIVACY POLICY.

(i)Contact. If you have any questions about these Terms of Use please contact us at:legal@coconft.com.