DESCRIPTION OF PLATFORM AND ACCEPTANCE OF TERMS

These Terms of Sale apply to applications provided by JBaud Corp, Inc. d/b/a Simulacra (“Simulacra”) for the sale and purchase of non-fungible tokens (“NFTs”) and other Digital Goods (defined below) (with such Digital Goods, functionality associated therewith and any proprietary or third-party applications on which the NFTs are sold being the “Platform”). Simulacra (“we,” “us,” “our”) offers the Digital Goods to you subject to your acceptance of these Terms of Sale. These Terms of Sale, together with the Terms of Use, are a binding contract between you and Simulacra. We may update these Terms of Sale by providing a new version online and your continued use of the Platform after any such update constitutes your binding acceptance of such changes. We may immediately terminate this contract with respect to you if you fail to comply with any of the Terms of Sale and the Terms of Use.

PURCHASE OF DIGITAL GOODS

We may offer certain products, NFTs, and services for purchase on the Platform, including the generation of simulated artworks or ‘SIMs’ (each a “Digital Good”). Digital Goods: * may, where expressly stated in the description of such Digital Goods, include additional functionality, content, or subscription access to content or services; * may be unique or part of a limited series, or downloadable only once, or unlimited; and * may be subject to such additional terms or qualifications as stated in the description of the Digital Goods when sold.

You agree, in relation to any Digital Goods you have purchased, that you purchase the Digital Goods at the price set by the by the stepped bonding curve published on the site, or on any price list published by Simulacra, in each case as of the date that Simulacra accepts your offer (the “Price”) and in accordance with any description which accompanies those goods. Simulacra may, at its option, use third party platforms or wallet extensions to sell Digital Goods (“Third Party Sites”). You hereby agree to adhere to any applicable terms of service or privacy policies for those third party extensions or services.

Unless stated otherwise Digital Goods will be freely transferable, subject to the proviso that any transferee will be subject to these Terms of Sale. Once you have received Digital Goods, you are responsible for any loss or damage to, or loss of access to, the Digital Goods or any associated digital wallet or private key. Simulacra shall have no liability to you or any other person in such circumstances, regardless of cause. You expressly understand and agree that your use of our Platform and any Digital Goods is at your sole risk and that our Platform and Digital Goods are provided “as is” and “as available.” All sales of Digital Goods are final.

Once you have made a purchase of Digital Goods, we encourage you to promptly take the necessary steps to complete your transaction (e.g., activate or download a local copy of any content or secure any seed phrase or corresponding private key).

You may purchase Digital Goods using real or virtual/cryptocurrency if multiple payment options are made available to you. You may resell Digital Goods where this is permitted. Anyone receiving such Digital Goods from you agrees and is bound by these Terms of Sale.

Following a successful purchase, Simulacra agrees to grant to you a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, worldwide license to display, license, monetize, or otherwise exploit for financial gain, your NFT and to hold yourself out as the owner of the rights conferred by this license.

Notwithstanding any such purchase of Digital Goods, rights, title, and interests in the Simulacra Intellectual Property, including Simulacra Intellectual Property incorporated in any Digital Goods and including all copyrights, trademarks, and other intellectual property rights therein, are held by Simulacra or its licensors. You agree not to infringe those exclusive rights.

REGISTRATION

We reserve the right to require that you register with us or one of our Platform partners in order to access the NFT or other Digital Goods. If you are required to register an account with us or any such third party, you agree to provide accurate, current and complete information about yourself as part of that process.

LICENSE TO USE THE PLATFORM

Simulacra grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform, including and any NFTs you may have purchased thereon (including all software, content, virtual items and other material associated with the NFTs) for your own personal, noncommercial use only. You may not use the Platform for any unlawful purpose. We reserve all rights in and to the Platform, and to any NFTs, not expressly granted to you under these Terms of Sale. NFTs are intended for purchase and use by persons over the age of 18. You acknowledge and agree that you are not permitted to use the Platform and shall not access the Platform if you are under the age of 18. By using the Platform, you certify that you are at least 18 years of age and agree to provide us with accurate information concerning your age or identity if we request it. You also agree not to assist children under the age of 18 in accessing the Platform or attempt to contact children under 18 while accessing or using the Platform.

SIMULACRA AND THIRD PARTY INTELLECTUAL PROPERTY

“Intellectual Property” means all intellectual property and intellectual property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to law, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or governmental authority, web addresses, web pages, websites and related content, accounts with social media companies and the content found thereon and related thereto, and all other indicia of origin, identifiers including social media identifiers, trade dress and similar rights and URLs; (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (d) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; (e) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); and (f) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation.

Except where expressly stated otherwise, we (or where applicable, our licensors) own all rights, title and interests in and to (i) all of Simulacra’s Intellectual Property; (ii) the Platform, (iii) the NFTs, including all proprietary source code, object code and other technology associated with the NFTs and (iv) any and all other content and materials available through the Platform, any associated application, and all intellectual property rights therein (“Simulacra Intellectual Property”). Simulacra Intellectual Property may only be used by you in connection with the NFTs and only as expressly permitted in these Terms of Sale. You have no rights in or to any Simulacra Intellectual Property.

Unless explicitly stated, you should assume that all Simulacra Intellectual Property is protected by copyright, trademark and other applicable intellectual property laws and may not be used except as permitted in these Terms of Sale. Simulacra does not grant, by implication, estoppel, or otherwise, any license or right to use any Simulacra Intellectual Property or Digital Goods in a manner inconsistent with these Terms of Sale without the prior written permission of Simulacra and/or any third party that may own additional intellectual property.

We reserve the right to modify or discontinue our support for the NFTs (or any parts of any associated software or applications relating thereto) with or without notice at any time. Simulacra shall not be liable to you or any third party (including, without limitation, our licensors) for any modification, suspension or discontinuance of the Platform, any NFT or any associated software, applications or functionality.

SECURITY

When registering for the Platform or third party services that facilitate access to the Platform you may be required to select or provide a username and password, private key, or other form of secure authentication that will be used to access your account (“Password”). You are responsible for any use of your Password, whether by you or others. You agree to (a) keep your Password confidential and not share it with anyone else. Simulacra is not liable for any loss or damage arising from your failure to protect your username, password or any other personal information, including but not limited to loss of access to any Digital Goods.

Where this functionality is provided, you authorize Simulacra to act on instructions received through use of your Password or a transaction signed with your public key, and that Simulacra may, but is not obligated to, deny access or block any transaction made through use of your Password without prior notice. Note that all transactions with the Sim smart contract will be recorded on the Ethereum blockchain and will be public. Simulacra will retain no logs of its own of these transactions.

TERMS OF SERVICE

By using our Platform, it is your responsibility to know, understand and agree to Simulacra’s Terms of Use, which are incorporated herein by reference.

In addition, you agree that you shall not (i) remove any proprietary notices or labels on or in the Simulacra Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect the NFTs or any other Simulacra Intellectual Property.

TERMINATION

We may, in our sole discretion at any time, and for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform. Termination may include, but not be limited to (i) removal or deindexing of the NFTs from Simulacra’s servers, (ii) Simulacra withdrawing support for the Platform or any NFT, the deletion of all account information related to the NFTs from Simulacra’s servers, and (iii) barring any further use of or access to the Platform.

DISCLAIMER OF WARRANTY

THERE IS NO WARRANTY FOR THE PLATFORM OR ANY DIGITAL GOODS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING SIMULACRA, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PLATFORM “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM AND ANY NFT IS WITH YOU. SHOULD THE PROGRAM OR ANY NFT PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

LIMITATION OF LIABILITY

IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL SIMULACRA BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM OR ANY DIGITAL GOODS (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GENERAL INFORMATION

No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms of Sale, there shall be no third party beneficiaries to this Agreement.

Entire Agreement; Waiver; Severability. These Terms of Sale, together with the Terms of Use, constitute the entire agreement between you and Simulacra with respect to your use of the Platform. The failure of Simulacra to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision. If any provision of these Terms of Sale is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Sale remain in full force and effect.

Governing law; binding arbitration. This contract will be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would result in the application of the laws of any other jurisdiction. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York County, New York City, New York.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim, arbitration claim or cause of action arising out of or related to the use of any Digital Goods or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Section Titles. The section titles in these Terms of Sale are for convenience only and have no legal or contractual effect.