Legal Agreement

These Nomu Marketplace Terms of Use (the “Terms”), are a legally binding agreement by and between Nomu Labs Ltd., a company registered and existing under the laws of the British Virgin Islands, having its registered address at Asia Leading Chambers, Road Town, Tortola, VG1110, British Virgin Islands (“Nomu”, “Company”, “us” or “our”) and you as a user of the Nomu Marketplace (defined below) (“User”, “You” or “Your”), governing your use of the services provided by the Company (the “Service”). Company and You may be referred to throughout these Terms collectively as the “Parties” or individually as a “Party”.

1. Agreement to Terms. By accessing our website https://www.nomu.dev (the “Website”) and using the Service, including participating in any transactions, engaging in the purchase or sale of assets, or interacting with any digital assets or physical items, you confirm that you have read, understood, and agree to abide by these Terms. If you do not agree to these Terms, you must refrain from using the Service or engaging with any offerings on the Nomu Marketplace. The Terms govern Your participation in the Primary Transactions, as well as Secondary Transactions between Secondary Sellers and Transferees (as these terms are defined below). The Company operates a marketplace where sellers list assets for sale and buyers can offer to purchase those assets (the “Nomu Marketplace”). You acknowledge that except in cases where Nomu itself is the Seller, we are not responsible or liable for any disputes arising between you and any seller regarding the use, sale, or failure to provide any assets.

Additional Terms. The access and use of the Website are subject to the separate terms of the Website. You further acknowledge that You have carefully read and have accepted the (i) Terms of Use located on the Website https://www.nomu.dev (the “ Website Terms”) because the Website Terms governs Your use of the Website. If there is a conflict between the Website Terms and these Terms with respect to the Nomu Marketplace, these Terms shall prevail;

Your Information. As a condition of participating in the Nomu Marketplace, and any time You provide Your information (including personal information (also known as personally identifiable information or personal data) to Company or that Company collects from You when using the Website (including information collected automatically by the use of cookies or other similar technologies), You agree to the collection, use, storage, sharing (i.e., by way of example only, with Company, its affiliates, and with third-party partners, service providers, etc.), transfer, and processing of Your information by Company for the purposes of providing the Websites and the services available therein, to administer the Nomu Marketplace, and to comply with applicable laws, rules, and regulations.

Please also note that, by using the Service, you consent to receiving communications from us regarding important updates or changes to your account or the Service. You may opt-out of certain communication types, such as marketing communications, as outlined in the preferences section of the Service.

The Company reserves the right to modify or update these Terms at any time, and you agree that any such changes will be effective once they are published. We will notify you of any material changes through appropriate means, such as email or notice through the Service. By continuing to use the Service after such updates, you acknowledge and agree to the modified Terms. If you disagree with any changes, you should discontinue your use of the Service.

2. The Nomu Marketplace

The Company provides a marketplace where users can buy and sell non-fungible token (“NFT(s)”) representations of physical items (“ Item(s)”). These NFTs represent specific individual Items as listed by the initial seller (“Primary Seller”) and any subsequent reseller (“Secondary Seller”). The Primary Seller and Secondary Seller shall together be referred to as the “Seller”. The Seller retains ownership of the Item until it is sold. When a Seller offers an item for sale, they list a NFT corresponding to that Item on the Nomu Marketplace. Ownership of the Item is transferred from the Seller to the buyer (“Buyer”) when the NFT is purchased.

Before the NFT is available for sale, Primary Sellers must deliver the corresponding Item to the Company for secure storage. Upon purchasing an NFT, the Buyer assumes the Primary Seller's rights and responsibilities and may either continue utilizing their NFT, offer the NFT for resale, or submit a redemption request to receive the Item through the process outlined in these Terms (“Redemption”).

The Company is not the Primary Seller of any item listed for sale, except where explicitly stated. While we may assist in resolving disputes between Buyers and Sellers, we do not control or guarantee the accuracy of the listings, the Sellers' ability to fulfill their offers, or the completion of any transaction. Pricing and other guidance provided on our platform are for informational purposes only. We do not guarantee the success or completion of any transactions.

To use certain features of the Service, such as purchasing NFTs, users must have a software-based, third party digital asset wallet connected to their Nomu Marketplace account (the “Wallet”). Transactions, including the purchase, sale, or transfer of NFTs, are conducted through Wallets. By using our Service, you agree that these transactions are governed by the terms of service and privacy policies of the applicable wallet extensions.

The Company does not own or operate any blockchain or Wallet. We do not store or have access to any User's private keys, passwords, wallets, or other sensitive information. All transactions are processed on the blockchain, and the Company is not responsible for performing transactions on behalf of Users. Certain information, such as Wallet addresses and transaction details, may be publicly visible on the respective blockchain.

Conduct. As a condition to Your use of the Services, You agree:

to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of an NFT, or stimulate demand for an NFT;

to report any suspicious activity to the Company at: support@nomu.dev;

that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with the Nomu Marketplace;

that You will not participate in the Services to conceal or transfer proceeds relating to criminal activity or purchase an NFT for any reason other than to obtain the NFT;

that the Solana native token is a volatile asset that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Solana blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures; and

that You understand and acknowledge that NFT purchases made via the Nomu Marketplace may never be received or processed due to network or smart contract failures.

3. Purchase and Sale

Pricing and payment details for NFTs will always be disclosed at the time of purchase or otherwise made available through the Service. Once a transaction is initiated by you, the payment terms are final and binding. The currency used for payment is fixed at the time of purchase and cannot be substituted by another form of digital or traditional currency. Please note that fluctuations in the value of digital or fiat currencies will not alter your payment obligations.

The Company does not guarantee the availability of any NFT for purchase at any given moment;

When you purchase an NFT on the Nomu Marketplace from an Primary Seller, such NFT is minted directly into the Wallet which you connected to the Nomu Marketplace and initiated payment. When you purchase an NFT from any Secondary Seller, such NFT is transferred directly from the Secondary Seller to you. Except where the Company is the Buyer or Seller of an NFT, the Company does not hold custody of, nor take ownership or possession of, any NFT. NFTs can be transferred between Wallets on the Solana network;

It is your responsibility to ensure your Wallet contains sufficient funds to cover the full price of the NFT, including any associated costs such as transaction fees charged by third-party processors, applicable taxes, and any blockchain transaction validation fees. The Company does not control these fees and has no authority over charges related to blockchain transactions;

All payments processed through the Nomu Marketplace are handled on the blockchain. The Company does not have control over, and cannot reverse, any payments or transactions initiated by Users through their Wallets. We may update or introduce new payment processing services at any time, which may be subject to additional terms and conditions. The acceptance of any form of payment is entirely at the Company's discretion and may be adjusted at any time. You acknowledge that the Company is not liable for any issues related to failed payments, including those resulting from errors in processing, blockchain issues, or other disruptions. It remains your responsibility to verify that your payment for an NFT has been successfully completed;

In case you face any issues with your purchase, please reach out to us. We will strive to resolve your concerns based on our current procedures. You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of our Nomu Marketplace or transactions of any NFTs (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign, or other), including value-added taxes and other similar amounts as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign, or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments made pursuant to this Agreement;

Except as expressly set forth in these Terms applicable law, you hereby acknowledge and agree that all purchases of NFTs on the Nomu Marketplace are final, irrevocable, and non-refundable. The Company shall have no obligation to issue refunds, credits, returns, or exchanges for:

(i) The NFT itself;

(ii) The underlying physical Item; or

(iii) Any associated transaction costs (including Gas Fees).

You acknowledge and agree that the Company shall not provide refunds, regardless of any fluctuation in the market value of the NFT or the Item, your failure to redeem the physical Item prior to the Redemption Deadline, or your inability to take delivery of the Item due to geographic restrictions or shipping limitations.

By acquiring an NFT, you confirm that you have reviewed and understood the terms and conditions that apply to the transaction, including the relevant fees (such as the Secondary Transaction Fee, Gas Fee, Storage Fee or any other fee which may apply based on the third-party platform facilitating the sale). You also agree that you will bind any future purchaser of the NFT to these Terms.

4. Primary Seller Terms

By listing an item for sale on the Nomu Marketplace, the Primary Seller affirms that they: (i) possess full ownership of the item; (ii) have the necessary rights to sell the item and to create an NFT linked to it; and (iii) will not list the item for sale on any other marketplace as long as the corresponding NFT is available on the Nomu Marketplace;

Before the first sale of an NFT, the Primary Seller agrees to send the corresponding items to the Company for secure storage. The Primary Seller remains fully responsible for any damage or loss of the item until the Company confirms its receipt;

The Company is not responsible for any errors or issues related to the Wallet address or payment details provided by the Primary Seller. We reserve the right, but are not obligated, to verify the authenticity and condition of each item. If an item does not meet the standards described by the Primary Seller, it will be returned to the Primary Seller at their cost. In cases where an NFT is sold, but the item does not meet our standards, we may cancel or refund the transaction;

Primary Sellers are solely responsible for providing support to Buyers regarding any items listed on the Nomu Marketplace. While we may offer technical assistance at our discretion, there is no obligation for us to do so;

If a dispute arises between a Seller and any third party, including Buyers or payment providers, the Company will not become involved. The Seller is entirely responsible for resolving such disputes. The Company reserves the right to remove any Seller from the platform and revoke their ability to list Assets if we reasonably believe they have violated this Agreement or if we choose to discontinue the service.

5. Secondary Marketplace Sales of NFTs

You may be able to sell, trade, or transfer your NFTs on compatible third-party platforms, exchanges, or secondary marketplaces where users can engage in buying, selling, or bidding on NFTs (“Secondary Marketplaces”). Please note that each Secondary Marketplace operates according to its own terms and conditions, and NFTs may not be supported or available on all platforms. We do not guarantee the availability, compatibility, or functionality of any Secondary Marketplace;

By participating in a Secondary Transaction (as defined below), you acknowledge and agree that the Company is not involved in the transaction, nor is it a party to any agreements made between you and the Buyer or Seller of the NFT. Nomu is not liable for any issues, losses, or damages incurred as a result of transactions conducted on Secondary Marketplaces;

Additionally, any Secondary Transaction of an NFT will be subject to a Secondary Transaction Fee, as defined below. This fee may be automatically deducted from the final payment made by the Buyer to the Seller. The Secondary Transaction Fee will be applied to the total sale price of the NFT.

6. Secret item NFTs

Users can purchase a secret item NFT at a fixed price, representing a randomly selected Item. The secret item NFT received is determined at random and cannot be pre-selected by the user;

Secret item NFTs may have specific rules for opening, including an auto-reveal feature that activates after a set period.

After purchasing a secret item NFT, users may receive a buyback offer from the Company. The buyback offer will be set at a percentage of the secret item NFT's fair market value, which Nomu determines at its sole discretion. Each buyback offer is final and non-negotiable;

The Company does not guarantee the specific secret item NFT you will receive, its fair market value, or the availability or timing of any buyback offer. All sales are final.

7. Ownership of NFTs

If You acquire an NFT, You own all personal property rights to that NFT, as well as the underlying item (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT).

Your ownership of the NFT does not convey any ownership, title, or interest in the intellectual property rights associated with the underlying digital art, media, design, trademark, logos, or other content referenced by the NFT ("Underlying Content"). All worldwide intellectual property rights in the Underlying Content, including but not limited to copyrights, trademarks, moral rights, and trade secrets, remain exclusively with the original creator, the Company, or the applicable rights holder.

Unless explicitly stated otherwise in a separate written agreement or specific license terms attached to the NFT:

(i) You are granted a limited, non-exclusive, non-transferable (except in connection with a secondary sale of the NFT), royalty-free license to display the Underlying Content for your personal, non-commercial use (e.g., as a profile picture or in your Wallet);

(ii) You may not reproduce, distribute, modify, create derivative works of, or commercially exploit the Underlying Content;

(iii) Upon the sale or transfer of the NFT to a new owner, this license automatically transfers to the new owner, and Your rights to use the Underlying Content immediately terminate.

You represent and warrant that You will not transfer an NFT in any Secondary Transaction (as defined below) to a Transferee (as defined below) that is located in a jurisdiction that is subject to trade or economic sanctions, such as, but not limited to US, EU, or United Nations Security Council Sanctions (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which an NFT is sold by one owner to another, or is otherwise transferred in any manner that is not a Primary Transaction; and “Primary Transaction” means the transaction facilitated exclusively through the Nomu Marketplace in which an NFT is first sold by a Primary Seller.

8. Payment and Fees

Purchaser Qualification. You represent and warrant that You (i) are not located in a jurisdiction that is subject to trade or economic sanctions, such as, but not limited to US, EU, or United Nations Security Council Sanctions;

Form of Payment. Company agrees to accept payment for the Primary Transaction Purchase Price via USDC and/or Solana, meaning that such purchase transactions will be conducted solely through the Solana network; provided that Company may elect to accept other methods or forms of payment on an as converted to U.S. Dollars basis in its sole discretion;

Gas Fees. Solana requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Solana network. The Gas Fee funds the network of computers that run the decentralized Solana network. This means that you will need to pay a Gas Fee for each transaction. By buying or selling an NFT on the Marketplace or any other platform, You agree to pay all applicable fees. Company does not have any insight into or control over these payments or transactions, nor does Company have the ability to reverse any transactions. Accordingly, the Company will have no liability to You or to any third party for any claims or damages that may arise as a result of any transactions of the NFTs that You engage in;

Shipping costs. Shipping costs for the item underlying the NFT are not included in the price of any NFT listed on the Nomu Marketplace and shall be due and payable by the Buyer upon Redemption, as described below;

Secondary Transactions: All Secondary Transactions are subject to the following terms: (i) the NFT transferee (the “Transferee”) shall, by receiving an ownership interest in the NFT, be deemed to accept these Terms; (ii) the Secondary Seller shall endeavor to provide notice to the Transferee of these Terms, including a link or other method by which the Terms can be accessed by the Transferee, (iii) the Transferee shall pay Company five percent (5%) of the gross value paid for the NFT (the “Secondary Transaction Fee”).

(i) You further acknowledge and agree that all Secondary Transactions will be effected on the Solana blockchain, the blockchain network underlying the NFTs, and You will be required to make or receive payments exclusively through Your Wallet;

(ii) Without limitation of any other termination rights, Company may suspend or terminate your access to the Nomu Marketplace if it has a reasonable basis for believing that You have engaged in an off-chain sale of the NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the NFT without paying the applicable Secondary Transaction Fee. You, and all subsequent Transferees, shall be responsible for paying the Secondary Transaction Fee associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

9. Rewards

The Company may grant you with discretionary rewards as a commercial gesture for engaging with the Nomu ecosystem (“Rewards”). Any such Rewards provided under these Terms are a goodwill, discretionary payment, and may be disbursed in digital assets, fee credits, or other benefits, as determined by the Company;

Rewards may differ in type, value and time of distribution. The type of Rewards, the amount of Rewards, frequency of distribution, and the timeframe over which such Rewards will be distributed to Users, if any, shall be determined by the Company in its sole and absolute discretion. Rewards are personal to the User and may not be assigned, pledged, or transferred, except as required by law;

A single payment or Reward does not entitle the User to any subsequent payments. Participation in the Reward program does not create any ongoing right or expectation of additional or recurring payments or benefits for the User;

Any digital assets received pursuant to the Rewards program may be subject to lock ups, vesting or other transferability restrictions, as determined by the Company in its sole discretion.

10. Item Storage Services

The Company reserves the right to remove Sellers from the Nomu Marketplace and revoke their ability to list items if we believe they have violated the terms of this Agreement or if we decide to discontinue the Service;

Our Item Storage Services involve receiving, securely storing, and managing Items on behalf of the current owner of the corresponding NFT. These services include listing and relisting items as NFTs, and facilitating the transfer of items to their corresponding owner upon their request for Redemption, as detailed below;

Once an item is delivered to us by the Primary Seller, it is stored securely and remains under the Company's control until it is redeemed by its owner. We take all reasonable measures to maintain the integrity of each item, including working with trusted storage and shipping partners. However, the Company will not be held liable for any loss, damage, or destruction of the item unless such loss is the result of the Company's gross negligence or intentional misconduct;

Upon selling an NFT, the Seller affirms that all liabilities tied to the item and its storage have been resolved and that they transfer the responsibilities for the Item Storage Services to the Buyer. This transfer represents an assignment agreement between the Company, Buyer and Seller;

When purchasing an NFT, the Buyer acknowledges that they assume all responsibilities in relation to the storage of the Item underlying the NFT. This includes being bound by these Terms. If the Buyer wishes to terminate the these Terms, they can either resell the NFT, transferring the contract to the new Buyer, or redeem the NFT for the Item;

Upon the request for Redemption, the Company reserves the right to verify the Buyer's identity, ownership of the NFT, and compliance with the Agreement. Once verification is complete, the Item will be shipped to the Buyer, and the corresponding NFT will be burned to signify the Redemption process;

Please note, the Redemption of an NFT may incur additional fees, taxes, shipping, and handling charges, which are determined at our discretion and are subject to change.

11. Redemption

The ownership of a qualifying NFT grants its holder (“Holder”) the right, but not the obligation, to redeem the Item subject to the timelines and conditions set forth below. Redemption is complete only when the Holder has: (i) provided a valid delivery address via the Nomu Marketplace; (ii) paid all applicable shipping, handling, and insurance costs; and (iii) paid any applicable Extended Storage Fees (defined below).

The Holder may redeem the Item during two distinct periods for Redemption (collectively, the "Redemption Period"). It is the Holder's sole responsibility to monitor these dates:

(i) Priority Window: This window opens immediately following the conclusion of the Primary Transaction and remains open for a period of fourteen (14) calendar days ("Priority Window"). Should there be a delay in the opening of the Priority Window, the Company shall endeavour to notify you;

(ii) Extended Window: Immediately following the close of the Priority Window, a secondary window will open and remain active for ninety (90) calendar days from the Primary Sale (the "Extended Window"). The precise dates for both windows will be displayed on the listing page for the specific Item.

Shipping fulfillment is prioritized based on the time of Redemption. Holders who complete Redemption during the Priority Window will have their Items processed in the initial fulfillment batch. Holders who complete Redemption during the Extended Window will be placed in the general fulfillment queue. Processing for the general queue will commence only after the priority batch has been fully processed;

Redemption requests submitted after the expiration of the Priority Window may be subject to an additional fee for storage and administrative costs (“Storage Fee”). Any Holder electing to redeem their Item during the Extended Window may have to pay the Storage Fee, as displayed on the Nomu Marketplace, concurrently with shipping costs;

The Platform retains a possessory lien on the Item for all unpaid Storage Fees and shipping costs. The Item will not be released to the carrier until all such fees are settled in full.

PLEASE READ CAREFULLY: If a Holder fails to complete the Redemption process (including payment of shipping and any Storage Fees) before the expiration of the Extended Window ("Redemption Deadline"), (i) the Holder's right to claim, redeem, or take possession of the Item is immediately and irrevocably extinguished; and (ii) the NFT will decouple from the Item. While the NFT may retain its digital collectible properties (e.g. artwork), it will no longer represent any claim to the Item;

Upon the Redemption Deadline, ownership of the unclaimed Item shall pass to the Nomu Marketplace. The Platform reserves the right to retain, resell, liquidate, or dispose of the unclaimed Item at its sole discretion to recover storage and holding costs, without any compensation or liability to the defaulting Holder and the Holder shall have no right to a refund.

The Platform and its logistics partners do not ship to countries subject to international sanctions (including but not limited to lists maintained by the US OFAC, the EU, or the UN) or jurisdictions where shipping is logistically prohibited, restricted or unsupported ("Restricted Jurisdictions"). It is the sole responsibility of the Buyer to verify that their intended delivery address is not located in a Restricted Jurisdiction prior to purchasing the NFT. If a Holder resides in a Restricted Jurisdiction, they retain full ownership of the NFT and its digital attributes. However, the Nomu Marketplace is under no obligation to fulfill the Item's physical delivery to a Restricted Jurisdiction. In such an event, the Holder's may only resell the NFT to a third party capable of taking delivery prior to the Redemption Deadline;

Inability to redeem the physical Item due to geographic restrictions does not constitute grounds for a refund of the NFT purchase price, gas fees, or transaction costs.

12. Warranty Disclaimers

THE NOMU MARKETPLACE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. COMPANY MAKES NO WARRANTY THAT THE NOMU MARKETPLACE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE NOMU MARKETPLACE.

COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE NOMU MARKETPLACE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH, AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO NFTS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE NOMU MARKETPLACE.

THE NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. COMPANY DOES NOT GUARANTEE THAT COMPANY OR SOLANA CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE NOMU MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE COLLECTIBLES WEBSITE OR ANY PURPORTED SECONDARY TRANSACTIONS.

COMPANY IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NOMU MARKETPLACE. COMPANY IS NOT RESPONSIBLE FOR LOSSES INCURRED DUE TO LATE RESPONSES BY DEVELOPERS OR REPRESENTATIVES (OR NO RESPONSE AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NOMU MARKETPLACE, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES LEADING TO LOSSES.

13. User Agreements, Representations, and Warranties

13.1. To use the Service, you must be at least eighteen (18) years old or otherwise legally capable of forming a binding contract in your jurisdiction. By accessing and using the Service, you agree:

To provide accurate, current, and complete information about yourself as requested;

To promptly update such information as necessary to ensure it remains accurate and complete;

To maintain the security of your Wallet and accept all risks associated with unauthorized access;

To notify Nomu immediately if you suspect any security breaches related to your use of the Service or your Wallet;

That You are prohibited from buying, selling, renting, or leasing access to the Service without our express written consent. Additionally, you may not access or attempt to access the Service through unauthorized third-party applications or clients;

That Nomu may require you to provide additional information or documents as needed to comply with applicable laws, regulations, or policies, including but not limited to those related to anti-money laundering or counterterrorism financing. If Nomu suspects that your Wallet or access to the Service is being used for illegal activities or if you have provided false information, we may pause or cancel your transactions until the necessary information is reviewed and accepted. Failure to provide complete and accurate information may result in denial of access to the Service or certain features, including the receipt of NFTs, content, products, or services.

13.2. By using the Service, you represent and warrant to the Company, its affiliates, and their respective representatives as follows:

Authority: You have the legal capacity, power, and authority to enter into and fulfill your obligations under this Agreement, including the minting, selling, or buying of any NFTs;

Due Execution: This Agreement constitutes a legal, valid, and binding obligation, enforceable against you according to its terms;

Accuracy of Information: All information provided to the Company or its third-party designees, including your address and tax ID number, is accurate and complete;

Sanctions Compliance: You are not, and will not authorize, enable, or permit any use of the Service by anyone who is: (i) In or under the control of a jurisdiction subject to U.S. EU, or United Nations Security Council sanctions; (ii) Identified on any U.S., EU, or United Nations Security Council export or sanctions-related restricted party list.

Non-Contravention: This Agreement does not conflict with or violate any other agreements or legal obligations you may have. Your participation in the Service and the minting, listing, buying, or selling of any NFT does not breach any laws or agreements applicable to you;

Independent Judgment: You are knowledgeable and experienced in the minting or purchasing of non-fungible tokens and other digital assets. You have conducted an independent evaluation of the Service, including understanding the legal uncertainties related to blockchain technologies, and have made an informed decision to engage with the Service without relying on any statements or representations by Nomu;

Legal Compliance: You have not violated any laws related to blockchain technologies, and no legal proceedings are pending or threatened against you regarding your activities with digital assets or blockchain technologies.

14. Assumption of Risk

You accept and acknowledge all risks associated with the following:

You are solely responsible for determining what, if any, taxes apply to Your purchase, sale, or transfer of NFTs. The Company is not responsible for determining or paying the taxes that apply to such transactions;

Nomu does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by the Company. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction;

There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your Wallet. The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when effecting NFT transactions, however caused;

Digital assets, including blockchain based assets such as the NFTs, are subject to developing laws and regulations;

Transactions involving the NFTs may rely on third-party platforms to perform transactions which are outside of Company's control. Therefore access to and interactions for the NFTs may be limited or unavailable.

15. Links to Third Party Websites or Resources

Use and interaction of the NFTs may allow You to access third-party websites or other resources. The Company provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party resources.

16. Indemnity

You shall defend, indemnify, and hold the Company's employees, directors, consultants, affiliated entities and/or third party service providers (“Company Party(ies)”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party against any Company Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (i) Your purchase, ownership, use and interaction with the NFTs, (ii) Your breach or anticipatory breach of these Terms, (iii) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the NFts, and (iv) any misrepresentation made by You (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Company in the defense of any Claim and Losses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Company reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Company.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE NFTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NOMU MARKETPLACE OR ACCESS THE NFTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE;

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NOMU MARKETPLACE OR ACCESS THE NFTS EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE;

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

18. Ownership

Unless expressly stated otherwise, the Service and all content and materials within it, including, but not limited to, the Nomu logo, designs, text, graphics, images, data, software, sound files, and their arrangement and presentation (collectively referred to as “Content”), are the exclusive property of the Company or its affiliates or licensors;

The Nomu logo and any associated product names, logos, or slogans featured on the Service are trademarks of Nomu or its affiliates and cannot be copied, imitated, or used, in whole or in part, without our prior written consent. You may not use “Nomu” or any other trademarks, product or service names of Nomu or its affiliates as metatags, hidden text, or for any other purpose without written permission. All other trademarks, service marks, and names mentioned in the Service are the property of their respective owners and are not to be copied or used without permission from the respective trademark holders. References to third-party products or services on the Service do not imply endorsement or recommendation by Nomu;

By submitting any ideas, suggestions, documents, or proposals to the Company (collectively referred to as “Feedback”), you do so at your own risk and Nomu assumes no responsibility or confidentiality obligation with regard to such Feedback. You affirm that you hold the necessary rights to submit this Feedback. By providing Feedback, you grant Nomu a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, display, distribute, adapt, modify, create derivative works from, and otherwise exploit the Feedback in connection with the operation of the Service and other Nomu products and services.

19. License to Use the Service and Content

19.1. The Company grants you a non-exclusive, revocable, and non-transferable license to access and use the Service and its Content solely for personal, non-commercial purposes, and strictly in accordance with this Agreement. This license does not grant you the right to:

Sell, resell, or otherwise commercially exploit the Service or its Content;

Distribute, publicly perform, or publicly display any Content, except as expressly authorized by us;

Modify or create derivative works from the Service or its Content, unless explicitly allowed;

Use any automated data mining tools, bots, or other methods for gathering data from the Service;

Download (except for caching purposes) any portion of the Service or Content, unless permitted by us;

Use the Service or Content in ways that exceed their intended purposes. This license is contingent upon your compliance with these Terms.

19.2. The Company grants you a limited, non-exclusive, non-transferable right to create a text hyperlink to the Service, provided the link does not misrepresent Nomu or its affiliates in any way, and does not involve any inappropriate or illegal content on the linking site. We reserve the right to revoke this right at any time. Any use of Nomu's trademarks, logos, or other proprietary elements for linking purposes requires prior written approval.

19.3. The Company retains the right to discontinue the Service in whole or in part at any time, without notice and for any reason.

19.4. The Company retains the right to modify the service at any time, for reasons including but not limited to: Altering the technology underlying the platform; Removing or deactivating any Content deemed abandoned or inappropriate; Reclaiming any NFT that the Company deems abandoned or improperly acquired; As a result, certain features, Content, or access to the Service may become unavailable, and you may lose access to some data or assets within the platform.

20. User Content

Users have the ability to create and share content through the Service, including, but not limited to, content related to listing NFTs or engaging with Nomu's social media channels (“User Content”). By submitting any User Content through the Service, you grant the Company a fully paid, royalty-free, worldwide, non-exclusive license to use, sublicense, distribute, reproduce, modify, adapt, display, and create derivative works from your User Content, in whole or in part. This license is granted for purposes including but not limited to (i) the operation of the Service, such as making your User Content accessible to other Users based on your Service settings, (ii) improving and enhancing the Service, and (iii) promoting Nomu and its services. Additionally, you grant other Users of the Service a non-exclusive license to view, use, reproduce, distribute, display, and perform your User Content, subject to the features and functions of the Service. You are solely responsible for the content you submit. By submitting User Content, you represent and warrant that you possess all the necessary rights, licenses, consents, and permissions to grant Nomu the rights described above. You also agree not to upload, share, or distribute any material that infringes on the intellectual property or proprietary rights of others, unless you have the required permissions or are otherwise authorized to do so. The Company is not liable for any User Content submitted by you or other Users, but reserves the right to remove or restrict any content that violates this Agreement.

21. Acceptable use policy

By using the Service, you agree to be fully responsible for your actions and conduct in connection with the platform. You further agree to comply with the terms outlined in this Agreement and refrain from engaging in any of the following activities:

False or Misleading Information: Submitting any false or misleading information to Nomu or related entities;

Unauthorized Access: Accessing another user's account or linked Wallet without proper authorization;

Counterfeit Listings: Creating, listing, or offering counterfeit NFTs or other assets via the platform;

Impersonation: Impersonating any individual or entity within the Nomu ecosystem;

Disruption of Service: Using the Service in a manner that could interfere with or disrupt the proper operation of the platform or prevent other users from enjoying the platform, including overloading, disabling, or impairing the Service;

Unauthorized Software Use: Developing or using software, including APIs or scripts, that could damage or disrupt the Service;

Reverse Engineering: Attempting to reverse engineer, decompile, or bypass security measures to access the underlying code or restrict access to areas of the Service you are not authorized to use;

Circumventing Filters: Trying to bypass content-filtering measures or accessing parts of the platform you're not permitted to access;

Automated Data Collection: Using robots, crawlers, scrapers, scripts, or other automated methods to extract data or alter how the platform operates without our explicit permission;

Unsolicited Communication: Collecting data to contact individuals or entities without their consent, or using the platform's data for unsolicited marketing or communications;

Engaging in Illegal or Unauthorized Activities: Using the Service for illegal purposes or engaging in activities that violate applicable laws, this Agreement, or any local, state, or international laws;

Blockchain Misuse: Using the blockchain associated with the Service for unlawful activities, including but not limited to fraud, money laundering, or other illicit financial practices;

Manipulative Trading: Engaging in activities such as “front-running,” “wash trading,” or “pump and dump,” or using the platform to manipulate the trading of NFTs in a deceptive manner. This also includes artificially inflating or deflating prices to mislead the market;

Unauthorized Financial Activities: Using the platform to engage in financial activities that would require registration or licensing, including securities trading or debt financing, without proper authority;

Fundraising Violations: Participating in any activities related to fundraising or creating, listing, or purchasing assets that are redeemable for financial instruments, represent securities, or entitle holders to financial rewards or bonuses, unless explicitly authorized;

You are fully responsible for your actions and any consequences resulting from such actions. If you violate this policy or engage in prohibited conduct, the Company reserves the right to suspend or terminate your access to the platform without notice.

22. Copyright

Nomu reserves the right to suspend or revoke access to the Service and remove any User Content that infringes on the intellectual property rights of Nomu or any third party.

23. Applicable Law

The interpretation and enforcement of these Terms will be governed by, construed, and enforced in accordance with the applicable laws of the British Virgin Islands, without regard to conflict of law rules and principles that would cause the application of the laws of any other jurisdiction. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands.

Contact Information. If You have any questions about these Terms, please contact Company: support@nomu.dev