Terms & Conditions

These Terms and Conditions of Service (the “Terms”) are a contract between the recipient of services(“User”, “you” or “your” as the context requires) and  Onoid Technology LLC, a UAE incorporated company (“Company”, “we”, “us” or “our” as the context requires). The Terms govern your access to and use of the website at Home - Pop - Share, Link, Grow. (the “Site”) and any other software, apps, tools,features, or functionalities provided on or in connection with our services (collectively, the “Services”).The Services include the provision of an application relating to a content-sharing social network (the“Platform”).

By signing up for an account through the Site, or using any of our Services, you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms. The Terms include and should be read together with our Privacy Policy, which is available at Privacy Policy (pop.com).

Your use of the Site and/or Services is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Site, and the revised Terms shall be effective at such time. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the Terms that apply when you access or use the Services. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or the Site, and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms.

Some  services  described in  these terms or on the Site or Platform may not be available in all jurisdictions or to all Users. As our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion and without liability to you as a result.

By using our Site and/or Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, then you may not access or use the Site and Services.

You must be at least 18 years of age to use the Services. If you are at least 13 years old but under 18 years old, you may only use the Services through a parent or guardian’s account and with their  approval or  oversight. That account holder is responsible for your actions using the account. It is prohibited to use our Service if you are under 13 years old. You must not attempt to access or use the Services if you are not permitted to do so, whether by law or under these Terms. By using the Services, you affirm, represent and warrant that you have the right, authority and capacity to enter into these Terms, you meet all of the eligibility requirements, and your access and use of the Services shall not violate any applicable laws including those in your jurisdiction.

To use the Services, you must register for an account by accepting these Terms and any other applicable terms and conditions, and providing your username, telephone number,   email   address   and   such   other   information   as   we   may   require   (“Pop Account”).

When you create your Pop Account, you undertake and agree to provide us with information about you, as may be prompted by any registration forms on the Site or otherwise   requested   by   us   (“Registration   Data”),   that   is   accurate,   complete,   and current at all times. Failure to do so constitutes a breach of these Terms entitling us to immediately terminate these Terms at our sole discretion.

In relation to your Pop Account, you shall:

(a)Maintain and promptly update the Registration Data to keep it accurate, current and complete;

(b)Maintain the security of your password and other login credentials;

(c)Not   share   your   password,   other   login   credentials   or   access   to   your   Pop Account with anyone;

(d)Promptly notify us regarding any material changes to circumstances that could affect your eligibility to continue to use the Site or Services or the terms on which you use the Site or Services (using the contact details under “Contact Information” below);

(e)Not buy, sell, rent or lease access to the Services under your Pop Account or to any third party;

(f)Be fully responsible for all use of your Pop Account and for any actions that take place using your Pop Account.

You authorise us to make inquiries, whether directly or through third parties that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. We may require you to provide additional Registration Datain relation to such inquiries.

By using a Pop Account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from us. We may, in our sole discretion, refuse to open a Pop Account, or limit the number of Pop Accounts that you may hold, or suspend or terminate any Pop Account.

By submitting Personal Data (as defined in our Privacy Policy) through our Site or Services,   you agree to the terms of our Privacy Policy and you consent to the collection, use and disclosure of your Personal Data (including disclosure to credit reference, fraud prevention or financial crime agencies) in accordance with such terms.

Users may earn PPT Tokens by participating in certain activities on the Platform. The PPT Token enables Users to engage with the Services in various manners as described on the Platform interface from time to time, such as using the PPT Token to buy NFTs and mystery boxes.

Permission to use Content you create and share:

Content that you share or upload on the Platform, including Creator NFT Content,may be protected by intellectual property laws.

You retain ownership of the intellectual property   rights   (things like copyright or trademarks) in any such Content that you create, share, post or provide access to on the Platform. Nothing in these Terms takes away the rights you have to your own Content. You are free to share your Content with anyone else, wherever you want.

To provide our Services we need you to give us some legal permissions (known as a"licence") to use this Content.

When you share, post, or provide access to Content that is covered by intellectual property rights on or in connection with our Services, you grant us a worldwide, non-exclusive, transferable, sub-licensable and royalty-free licence to host, use, distribute,modify, run, copy, publicly perform or display, translate, and create derivative works of your Content (consistent with your privacy and Platform settings). This means, for example, that if you share an image on the Platform, you give us permission to store,copy, and share it with others (again, consistent with your settings), including with other Users who are entitled to such Content as Creator NFT holders, or with our service providers that support our Services. This licence will end when your Content is deleted from our systems.

Subject to section 10.7, you can delete your Content that you share, post, and upload at any time;  and  all Content posted  to your Pop Account  will be deleted  if you delete your account.

After we begin the account deletion process or receive a Content deletion request, we will commence the process of deleting Content (“Deletion Process”) which may take up to 14 days. If you send Content to trash, the Deletion Process will automatically begin in 7 days unless you chose to delete the Content sooner. While the Deletion Process for such Content is being undertaken, the Content is no longer visible too their Users. After the Content is deleted, it may take us up to another 14 days to remove it from backups and disaster recovery systems.

The Deletion Process may take longer than 14 days in the following situations:

(a)Where your Content has been or is being used by others in accordance with this licence and they have not deleted it;

(b)Where deletion within 90 days is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible;

(c)where immediate deletion would restrict our ability to:

(i)investigate   or   identify   illegal   activity   or   violations   of   our   terms   and policies (for example, to identify or investigate misuse of our Services or systems);

(ii)protect the safety, integrity, and security of our Services, systems, our employees, and Users;

(iii)comply   with   legal   obligations   for   the   preservation   of   evidence,including   data   we   preserve   to   comply   with   any   record   keeping obligations required by law;

(iv)comply   with   a   request   of   a   judicial   or   administrative   authority,   law enforcement or a government agency;

in which case, the Content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).

In each of the above cases, this licence will continue until the Content has been fully deleted.

Permission to use your username, profile picture, and information about your actions with ads and sponsored or commercial content:

You give us permission to use your username, profile picture, Digital Identity NFT,Name NFT and information about actions you have taken on the Platform next to or inconnection   with   ads,   offers,   and   other   sponsored or commercial content that we display across our Services, without any compensation to you.

Where  a third party  owns the intellectual property, including but not limited to copyright,patents or trade secrets, associated with Content you access through the Services (“Third Party IP”), you acknowledge and agree that:

(a)You may only use the Third Party IP on an “as is” basis, in its current condition when purchased or otherwise accessed;

(b)You   may   not   otherwise   modify,   edit   or   change   the   Third   Party   IP   or   engage   in Prohibited Uses relating to Third Party IP;

(c)We may pass on additional restrictions based on our licence under the Third Party IP to you, which may affect your ability to use the Services;

(d)To the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms and the licence granted herein.

We do not represent, warrant or undertake that we will buy back, redeem, burn or provide any other similar features in relation to Tokens, NFTs or other Digital Assets. However, we may do any of the foregoing at our discretion. We are not required to warn any User or third party when we decide to exercise this right.

You represent and warrant that:

You   are   knowledgeable,   experienced   and   sophisticated   in   using   block chain technology, entering blockchain-based transactions and in using the Platform;

You   have   made   enquiries  and   are   satisfied   as  to   the   legitimacy,   authenticity  and lawfulness of your right to acquire ownership of, resell or otherwise deal with Tokens, NFTs or other Digital Assets;

You will not accept, solicit, offer, or engage with other Users, transact on or off the Platform   or   otherwise   engage   with   smart   contracts,   with   the   intent   to   artificially devalue,   inflate,   or   otherwise   deceptively   influence,   misrepresent,   or   cause   to   be misrepresented the price of Tokens, NFTs or other Digital Assets;

You   will   not   engage   in   any   unlawful   or   deceptive   conduct   that   may   prevent competitive or fair trading, artificially inflate or deflate the price of Tokens, NFTs or other Digital Assets, simulate demand for Tokens, NFTs or other Digital Assets, or any other anti-competitive practices.

Unlawful Purposes Content used primarily or substantially for the purpose of raising funds for terrorist organizations   or   other   criminal   conduct   is   prohibited   on   the   Platform   and   will   be removed.

Monitoring and Investigations We are not obligated to monitor access to or use of the Services or to review or edit any Content on the Site or Platform. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable Users’ access to Services, Tokens or NFTs at any time and without notice,  including, but  not  limited to, if  we, at our  sole discretion,consider   it   objectionable   or   in   violation   of   these   Terms.   We   have   the   right   to investigate violations of these Terms or conduct that affects the Services.

System Maintenance We may interrupt your access to the Services at our sole discretion for any reason,including but   not   limited   to,   updating,   maintenance,   malfunctioning   equipment   or repairing the Services.

The Services may allow you to access third-party websites or third-party Content. We provide access only as a convenience and are 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 websites or Content.

References to any other products, services, Content, processes or other information by  name,  trademark, manufacturer, supplier or otherwise  on the Service does not constitute or imply endorsement, sponsorship or recommendation by the Company.

To the maximum extent permitted by law, neither the Company, nor its service providers involved in creating, producing, or delivering the Services will be liable for: any incidental, special, punitive, 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 services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company or its service providers has been informed of, or could foresee, the possibility of such damage.  

To the maximum extent permitted by law, neither the Company nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Services and any third-party sites.   

To the maximum extent permitted by the law of the applicable jurisdiction, in no event will the Company’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to the Company for use of the Services, or one hundred US Dollars (USD 100) if you have not had any payment obligations to the Company, as applicable.  

The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.

The laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.

These Terms and any action related thereto will be governed by the laws of Singapore, without regard to conflict of laws of Singapore or any other jurisdiction.

Our right to purchase Digital Assets

‍We reserve the right to sell or purchase any quantity of Digital Assets at our sole discretion. We are not required to warn any User or third party when we decide to exercise this right.   

Our right to block access

‍We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.  

Entire Agreement

‍These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services.   

Assignability

‍You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.  

No Waiver

‍No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. 

‍Severability

‍If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.  

‍Notices and communications

‍By using our Services, you consent to receiving electronic communications from us (including email, Platform messages, or other types of messages). Any notices or other communications provided by the Company under these Terms will be given:

a) via email;

b) by posting to the Platform.
‍
Communication made by email will constitute written notice for the purposes of these Terms when the email is opened and receipt acknowledged (including by way of a mail delivery report or system record confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place. Notifications by posting to the Platform will be deemed to have been delivered and notice given on the day the posts are made.   

‍Waiver of Rights

‍The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.  

‍Force Majeure

‍The Company shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:

a) any future laws or regulations;

b) any act of God or war;

c) terrorism;

d) any epidemic or pandemic;

e) hacking or other attack on the Services;

f) the unavailability, disruption or malfunction of any network or blockchains;

g) the unavailability, disruption or malfunction of the Internet;

h) any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function.   

‍Rights of Third Parties

‍Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 of Singapore (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any provision in these Terms.

If you have any questions about these Terms or the Services, please contact us at info@popoo.io.

The following words in these Terms are defined below:

a) “Affiliate” means any entity that is directly or indirectly controlled by the Company or by any of its parent companies.

b) “Content” means content such as text, files, documents, graphics, images, designs,music, software, audio and video.

c) “Digital Asset” means any digital representation of value based on, or built on top of,a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”.

d) “NFT” means a non-fungible token or similar digital item implemented on a blockchain(such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain Content or data.

e) “NFT Content”refers to Content relating   to or comprising a NFT,and includes“Creator NFT Content” as defined in section c).

f) “User”,  “you”,  and “your” means  you  as the  user of  the  Services.  If  you  use  the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.

g) “Wallet” refers to any relevant and compatible Digital Asset wallet or address giving you independent control of the private cryptographic keys associated with the Digital Assets.

Your use of the specific Services may be subject to additional terms and policies as may be posted on the Site or Platform from time to time. Those additional terms and conditions, which are available with the relevant Services, then become part of your contract with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific Service, such additional terms shall control for that specific Service.

Our Services include:

(a)Creation of NFTs that represent   Users’ online persona (“Digital   Identity NFTs”) or names (“Name NFTs”);

(b)Services for User creators (“Creators”) to make Content  available   on the Platform through minting of NFTs (“Creator NFTs”) that refer to such Content;

(c)Access to Creator Content for consumption by other Users (“Followers”);

(d)Participation on the Platform by followers, including interacting with other Users and posting Content, such as “likes”, comments and reviews (“User Content”);

(e)Participation on the Platform by Creators, including interacting with other Users;

(f)Issuing the Pop token   (“PPT”) and the Pop governance   token   (“PGT”)(each the “Token” and together, the “Tokens”);

(g)Allowing Users to connect their existing compatible Wallet to the Platform or to create a Pop self-custodial wallet for the purpose of using the Services, such as to transact Tokens on the Platform.

In   addition   to   these   Terms   and   without   affecting   anything   herein,   Creator   NFTs, Creator NFT Content and rights or features associated with the foregoing may be governed by terms agreed directly between buyers and sellers (“Purchase Terms”).The Company is not a party to any such Purchase Terms, which are solely between the   buyer   and   the   seller.   The   buyer   and   seller   are   entirely   responsible   for communicating,   promulgating,   agreeing   to,   and   enforcing   Purchase   Terms.   As a buyer, you are solely responsible for reviewing such Purchase Terms.

Pop operates as a platform connecting Creators and other Users, and NFTs on the platform serve as an identity marker for Users and facilitates Creators’ production and sharing of artistic, entertainment and media Content with Users (“Purpose”).

Users can purchase or earn NFTs and make such NFTs their Digital Identity NFTs or Name NFTs.

Creators may mint Creator NFTs that refer to their Content (“Creator NFT Content”).Creator NFTs may have rights and functions attached to them (e.g. Creator NFTs may represent membership tiers giving Users access to specific types of content, or may   allow   Users   to   earn   certain   types   of   rewards   in   return   for actions taken   by Users).   Users   may   purchase   Creator NFTs on the Platform   from   Creators   and Creator NFTs may be traded on the Platform. Any use of the Site or Services for the purpose   of   creating,   or   attempting   to   create,   co-ownership   interests   in   real-world assets outside of this Purpose is prohibited.

Each   Creator   NFT  gives   the   Creator  NFT   holder access  to   different   Content and associated features as made available in the sole discretion of the Creator minting the NFT and offering such Creator Content. We do not endorse any Creator.

Users acknowledge and agree that the NFTs minted, purchased or earned through our Services are only for Purposes defined by Pop, and not for the purpose of investment   or   speculation.   Users   who   hold   NFTs   that   are   minted,   purchased   or earned through our Services do not and are not entitled to receive any income or monetary payouts in any form by virtue of their ownership of the NFT.

NFT holders are not entitled to any ownership right to, or licences in, any intellectual property of the NFT or any NFT Content or associated features, except to the extent provided for under these Terms or unless otherwise agreed between the Creator and purchasing User.

As   an   NFT   holder,   you   have   a   worldwide,   non-exclusive,   revocable,   non-sublicensable,   non-assignable,   non-transferable,   royalty-free,   limited   and   personal licence (the “NFT Licence”) to use the NFT Content and any features associated with your NFT solely for the following purposes:

(a)For your own personal, non-commercial use, including use on the Platform;

(b)Communicating your interest in the NFT, such as promoting or discussing the NFT on social media or other internet-based media applications;

(c)Attempting to sell or dispose of the NFT or any rights therein, such as making an offer to sell, gift or trade the NFT or any rights therein on the Platform or a third-party platform or exchange;

(d)Using   your   NFT   on   any   third-party website or  application that permits   the inclusion, involvement, storage, or participation of your NFT;

(e)In the event of a Creator NFT, for any other purposes or uses agreed in the Purchase Terms.

We want Users to express themselves freely, but not at the expense of the safety and well-being of others. You therefore agree not to use our Site or Services to do or share anything or provide any Content including Creator NFT Content:

(a)That violates these Terms or other terms and policies that apply to your use of our Services;

(b)That is unlawful, misleading, discriminatory or fraudulent (or assists someone else in using our Services in such a way);

(c)That you do not own or have the necessary rights to share;

(d) That infringes or violates someone else's rights, including their intellectual property rights   (such as by  infringing another’s copyright or trademark,   or distributing or selling counterfeit or pirated Content).

You further agree not to do any of the following:

(a) Circumvent or attempt to circumvent any Fees (as set out in section 17) owed to us;

(b) Use, display, mirror or frame the Services or any individual element within the Services,   the   Company’s   name,   the Company’s   trademark,   logo   or   other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

(c) Attempt   to   hack   or   hack   our   Services   or   any   of   our   Users,   or   upload   any computer viruses including worms, Trojan horses, corrupted files, cancel bots,or any other similar software or programs which may damage the operation of another’s computer or property or interfere with the Services;

(d)Attempt to access or search the Services or download Content from the Site or Platform   using   any   engine,   software, tool, agent, device or mechanism(including spiders, robots, crawlers, data-mining tools or the like) other than the software   and/or  search   agents  provided   by  the   Company  or  other  generally available third-party web browsers;

(e) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(f) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

(g) Collect or store any personally identifiable information from the Services from other Users without their express permission;

(h) Impersonate or misrepresent your affiliation with any person or entity;

(i) Violate any applicable law or regulation;

(j) Use   the   Services   (including   acquiring   Tokens   or   NFTs)   for   the   purpose   of concealing economic activity, laundering money, or financing terrorism;

(k) Engage in deceptive or manipulative trading activities;

(l) Use   the   Services   to   conduct   financial   activities   subject   to   registration   or licensing   including,   but   not   limited  to,  the   creation   and   trading  of   securities,commodities, options, debt instruments or other financial instruments;

(m) Use the Services by or on behalf of our competitor for the purpose of interfering with the Services to obtain a competitive advantage;

(n) Use the Services to post or transmit any unauthorized material including, but not limited to, material that  is,  in our opinion, likely to  cause annoyance,  or which   is   defamatory,   racist,   obscene,   threatening,   or   pornographic   or   is otherwise detrimental to or in violation of our systems or network security, or those of a third party;

(o)Distribute spam to other Users;

(p)Encourage or enable any other person to do any of the foregoing.

If  you   become   aware  of   any  use   of   the  Services  in  violation  of   any  of   the   terms specified in this section, please contact us at info@popoo.io to report it.

Unless otherwise indicated in writing by us, the Service and all Content contained there in or made available through the Service, including without limitation, Creator NFT Content made available on the Platform, the Company logo and all designs, text,graphics, pictures, information, data,  software, sound files,   other   files and the selection and arrangement there of (collectively, “the Company’s Content”), are the proprietary property of the Company or our licensors, as applicable.

The Company and our licensors exclusively own all right, title and interest in and to the Service,   including   all   associated   intellectual   property   rights   therein.   You acknowledge that the Service is protected by trademark, copyright and other laws.The appearance and style of the Site and Platform constitutes the trademark of The Company and licensors.

Provided that you are eligible for use of
the Services, and subject to your compliance with these Terms and applicable laws, you are granted
a worldwide, non-exclusive,revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and  personal  licence   to   access and  use  the  Services,   including any  NFT Creator Content   that   you   are   entitled   to,   solely   for   your   own   use   in   connection   with   the Services.

In relation to the Company’s Content, Users agree and acknowledge that they will not do,   or   attempt   to   do,   the   following   (“Prohibited   Uses”)   without   the   Company’s express
prior written permission in each case:

(a) Modify, distort, mutilate, or perform any other modification to the Company’s Content;

(b)Copy,   imitate,   apply   for,   register,  
or   otherwise   use   or   attempt   to   use   the Company’s trademark in whole or in part anywhere in the world;

(c)Remove,   alter or  obscure any copyright,   trademark,   service   mark   or   other proprietary rights
notices incorporated in or accompanying the Service;

(d)Attempt   to   trademark,   copyright,   or   otherwise   acquire   additional   intellectual property rights in or to the Company’s Content;

(e)Use any of the Company’s Content to link to the Service without our express written permission;

(f)Use framing techniques, meta tags or other ‘hidden text’ to enclose any of the Company’s Content;

(g)Republish the Company’s Content on any internet, intranet or extra net site or incorporate the Company’s Content in any other database or compilation;

(h)Make  commercial use of the Company’s  Content,  such as selling  access to
Creator NFT Content, commercializing goods or services that include, contain,or consist of Creator NFT Content (such as incorporating Creator NFT Content in movies, videos, video games or other media
for a commercial purpose) or otherwise commercially exploiting Creator NFT Content;

(i)Use the Company’s Content to advertise, market, or sell any third party product or service;

(j)Use the Company’s Content in any pornography, or in connection with images,videos, or other forms of media that depict hatred, intolerance, violence, cruelty,terrorism or  anything else  that  could  reasonably  be found to constitute hate speech or otherwise infringe upon the rights of others;

(k)Use the Company’s Content in a manner which, in our sole discretion, would be prejudicial to the brand and/or reputation of the Company or Creator;

(l)Attempt to mint, tokenize, or create an additional cryptographic token representing the Company’s Content.

It  is  the   Company’s  policy  to  terminate   Users  and  the   licence   granted  to   them inappropriate   circumstances   in   the   event   Users   engage   in   Prohibited   Uses   or repeatedly infringe or are believed to be repeatedly infringing
the intellectual property rights of the Company or third parties. We may also seek legal action against you in such   a   case.   Such   unauthorised use may   also violate applicable   laws,   including
without   limitation   copyright   and   trademark   laws   and   applicable   communications regulations.

Unless   explicitly   stated   herein,   nothing   in   these   Terms   shall   be   construed   as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence is revocable by us at any time without notice and with or without cause. The foregoing in this section 11 does not apply to your own Content that you legally share, post or provide access to on the Site or Platform.

If you become aware of any Prohibited Uses specified in this section, please contact us at info@popoo.io to report it.

Tokens or other Digital Assets that you purchase or use in relation to the Services may   be   held   in   one   or   more   Wallets   of   yours.   The   Company   does   not   operate,maintain, control or have custody over any contents of your Wallet. We accept no responsibility   for,   or   liability   to,   you   in   connection   with   your   Wallet   and   make   no representations or warranties regarding how the Service will operate with any specific Wallet.   Any   issues   relating   to   your   Wallet   should   be   addressed   to   your   Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallet as a result of your Wallet being compromised. You will immediately notify us if you discover or otherwise suspect any security issues related to your use of the Services.

You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing the Services.

You understand and agree that your purchase, sale, holding, receipt and use of any Tokens, NFTs, other Digital Assets or any assets from the Services does not:

Represent or constitute a loan or a contribution of capital to, or other investment in the Company or its Affiliates;

Provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in the Company or its Affiliates;

Create   or   imply   or   entitle   you   to   the   benefits   of   any   fiduciary   or   other   agency relationship   between the Company, its Affiliates, or any of  its   directors, officers,employees, or agents.

You   further   accept   that   Tokens   or   NFTs   shall   not   under   any   circumstances   be deemed to be or treated as:

(a)A debt or liability of any nature owed by the Company or any of its Affiliates to you or any other entity;

(b)Any form of financial derivative including, but not limited to, a futures contract, forward contract, option, swap or warrant;

(c)A contract for difference of any form or kind or any other contract, the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an asset or an index;

(d)Any commercial paper or negotiable instrument;

(e)Any commodity or asset that any person is obliged to redeem or purchase;

(f)Any   note,   bond,   warrant   or   other   certificate that entitles   you   to repayment  of  the purchase price or part thereof, any interest, dividend or any other kind of return on the purchase price or part thereof by the Company, its Affiliates or any other entity;

(g)An interest or share in any investment fund or collective investment scheme;

(h)The pooling of monies with the aim of spreading investment risk;

(i)Entitling   you   to   participate   in   any   profits   or   gains   from   the   acquisition,   holding,management or disposal of assets;

(j)Any   security,   capital   markets   product,   investment   or   equivalent   terms   in   any jurisdiction.

a) You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein,“Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts,personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture,employment,   excise   and   property   taxes,   together   with   all   interest,   penalties   and additions imposed with respect to any such amounts.

b) Subject to section

c) all payments you make to the Company or other Users under these Terms shall be made in full without any deduction or withholding (whether in respect   of   set-off,   counter-claim,   duties,   Tax,   bank   transfer   fees,   charges   or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:

(d)Ensure that the deduction or withholding does not exceed the minimum amount legally required;

(e)Be liable to pay to us or such other User such additional amount that will result in the net amount received by us or such other User being equal to the amount which would have been received had no such deduction or withholding been made;

(f)Pay to the relevant Tax authority, within the period for payment permitted by any   applicable   law,   the   minimum   amount   of   the   deduction   or   with holding required by law.

g) Your purchase and sale of Services, Tokens, NFTs or other Digital Assets may be subject   to   Goods   and   Services   Tax (“GST”)   or   Value   Added   Tax   (“VAT”),   as applicable.

h) We reserve the right to report any activity occurring using the Services to relevant Tax   authorities   as   required   under   applicable   law.   You   are   solely   responsible   for maintaining all relevant Tax records and complying with any reporting requirements you   may   have   as   related   to   our   Services.   You   are   further   solely   responsible   for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services.

i) We reserve the right to impose any fees, commissions, royalties, and other charges(collectively,   the   “Fees”)   at   our sole discretion at any time for your use of our Services.

j) You agree to pay all applicable Fees and you authorize the Company to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable)directly   from   your   payment.   We   may   directly   deduct   such   Fees   from your Pop Account balance.

k) All Fees are non-refundable except at the sole discretion of the Company (for Fees within its control) or applicable third parties.

You accept and acknowledge:

a) The   price   of   Tokens,  NFTs  and  other  Digital  Assets  can   fluctuate  significantly.   In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets.

b) You   have   done   your   research   before   you   decide   to   purchase,   sell,   transfer,   or otherwise   interact   with   Tokens,   NFTs   or   any   Digital   Assets,   and   are   using   the Services at your own risk.

c) Tokens, NFTs or other Digital Assets exist only by virtue of the ownership record maintained   on   its   supporting   blockchain.   Any   transfer   of   title   occurs   on   the decentralized ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any Tokens, NFTs or other Digital Assets.Transactions   in   Tokens,   NFTs   or   other   Digital   Assets   may   be irreversible,   and,accordingly,   losses   due to fraudulent   or   accidental   transactions may   not   be recoverable. Transactions in Tokens, NFTs or Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

d) The Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company will not be responsible for any communication failures,disruptions,   errors,   distortions   or   delays   you   may   experience   when   using   the Services, however caused.

e) The Company will not be responsible for any risks to you from using the Services,which include, but are not limited to:
‍
1. Non-recoverable and/or non-reversible transactions;

2. Fraudulent and/or fraudulent transactions;

3. Unauthorized   third-party   access   such as malicious software, hacking, theft,attacks;

4. Hardware, software and/or internet connection failure;

5. Changes   to   the   protocol   or   network   of   the   underlying   blockchain   including changes in operating rules (“Forks”) which may affect the availability, value,functionality and/or name of a Digital Asset;

6. Regulatory   changes   which   may   adversely   affect   the   development   of   the Services and the use of Tokens, NFTs or other Digital Assets;

7. A lack of public interest in the Services which may also negatively impact the potential utility or value of Tokens, NFTs or other Digital Assets;

8. Changes   affecting,   or   decisions   taken   by,   third-party   platforms   which   may support or perform transactions with respect to Tokens, NFTs or other Digital Assets.

f) We are not providing any financial, legal, tax, accounting or other professional advice.Nothing   from   our   Services,   including   any   of   the   Company’s   Content,   should   be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.

a) If you elect to sell, purchase, or trade any Token, NFT or other Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Service. 

b) Your use of the Services is at your own risk. You understand and agree that the Services provided, including any Tokens, NFTs, assets or Content listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. The Company (and its service providers) make no representation or warranty:

1. That the Services will meet your requirements;

2. That the Services will be available on an uninterrupted, timely, secure, or error-free basis;

3. That the Services or the Company’s Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;

4. As to the value, fairness of price or value of use of Tokens or NFTs made available for sale on the Platform or any third-party platform;

5. Of title, origin, non-infringement, functionality, merchant ability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Token, NFT or the Company’s Content;

6. About the identity, legitimacy, authenticity or legal rights of Users to acquire ownership, resell or otherwise deal with Tokens, NFTs or Content available on the Platform.  

c) The Company disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchant ability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law, as to the Service and the Company’s Content.  

d) We will not be responsible or liable to you for any loss in relation to your use of Services, Tokens, NFTs or other Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:

1. User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;

2. The purchase or inability to purchase Tokens, NFTs or Digital Assets on the Platform;

3. Compromised or hacked accounts;

4. Server failure or data loss;

5. Corrupted Wallet files;

6. Unauthorized access to applications;

7. Any unauthorized third-party activities or breaches of security, including the use of viruses, phishing, brute forcing or other means of attack against the Services;

8. Issues with the blockchain supporting Tokens, NFTs or other Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.  

e) The Company will not be responsible or liable to you for any losses when we decide to sell or purchase any quantity of Tokens, NFTs or other Digital Assets at our sole discretion.   

f) Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not fully apply to you.  

g) Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

a) To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party 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 pursuing indemnification and insurance), of every kind and nature whatsoever, 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”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

1. Your use or misuse of the Services;

2. Your violation of these Terms;

3. Your use or disposal of any Tokens, NFTs or other Digital Assets;

4. Your negligence or willful misconduct;

5. Your violation of the rights of a third party or of applicable law.

b) You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.

a) We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes.   

b) You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us.   

c) Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.

a) Mandatory Arbitration of Disputes

‍You and the Company each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be referred to the following dispute resolution process:

1. First, you shall submit a complaint about the Dispute to the Platform at info@popoo.io and raise a ticket.

2. Second, if the Dispute is not satisfactorily resolved under Clause 1 within 5 working days of the date the ticket was issued, you agree to provide us with detailed particulars and all attendant information about the Dispute at info@popoo.io for resolution.

3. Third, if the Dispute is not satisfactorily resolved under Clause 2 within 20 working days, either you or we may submit the Dispute to be be finally resolved by arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (“DIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of arbitration shall be Dubai. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in Dubai, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the DIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.   

‍b) Exceptions

‍As limited exceptions to section a) 3. above:

a) You and the Company both may seek to resolve a Dispute in a small claims court if it qualifies, provided the claims remain only in such court;

b) You and the Company each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.  

c) Good faith resolution

‍You and the Company agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for intellectual property infringement. If the parties do not reach agreement to resolve the Dispute  within the time period specified in section a) above, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.   

d) Arbitration Costs

‍Payment of all filing, administration and arbitrator fees will be governed by the DIAC Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

e)  Class Action Waiver

‍You and the Company each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.

We welcome feedback and suggestions for our Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.