TERMS OF SERVICE

PLEASE TAKE NOTICE: THESE TERMS AND YOUR USE OF SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 16 BELOW. PLEASE READ THESE TERMS CAREFULLY.

1. ACCEPTANCE OF THE TERMS OF SERVICE.
‍These terms of service, together with any documents they expressly incorporate by reference (collectively, these “Terms”), are entered into by and between you, both in your individual capacity and as an agent, agency or representative of any individuals or entities for which you act (“you” or “user”) and Suku Labs, Inc., a Delaware corporation  (“SUKULABS”, “we” “Suku Wallet”, or “us”), and govern your access to and use of our services, including our platform, Suku Wallet, SukuPay, Sukuthis, digital coupons, NFTs, SBTs, minting services, various websites, SMS, APIs, email notifications, applications, buttons, widgets, ads, commerce services and other covered services that, for example, link to these Terms provided by SUKULABS and its affiliated companies, and Suku Labs’ social coupon service that enables the distribution of digital coupons as Non-Fungible Tokens (NFTs) and Soulbound Tokens (SBTs) into crypto wallets namely Suku Wallets associated with consumer social media accounts through an authentication login  (collectively, the “Services”), and any information, text, links, graphics, photos, audio, videos, tokens, or other materials or arrangements of materials, content, or media uploaded, downloaded or appearing on or through the Services.

Please read the Terms carefully before you start to use the Services.  BY CLICKING ON THE “ACCEPT” LINK, CHECKING THE ACCEPTANCE BOX, OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND OUR PRIVACY POLICY FOUND AT https://suku.world/privacy-policy-labs (OUR “PRIVACY POLICY”), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to individual users who are 18 years of age or older, reside in the United States or any of its territories or possessions or a legal entity located in and authorized to transact business in in the United States or any of its territories or possessions.  You represent to us that you are lawfully able to enter into contracts. If you are entering into these Terms for an entity, such as the company you work for or are an agent or agency for, you represent to us that you have legal authority to bind that entity too.  By using the Services, you represent and warrant that you are of legal age to form a binding contract with SUKULABS and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

In addition, you represent to us that you and your financial institutions, or any party that owns or controls you (if you are an entity) or for which you are an agent, agency or representative, and their financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.  You agree to cease using the Services and notify SUKULABS in the event such status changes.

‍2. SERVICES.
‍You understand and agree that the Services are subject to change, which we may revise and update from time to time in our sole discretion.  All changes are effective immediately when posted and apply to all access to and use of the Services thereafter.  The SUKULABS terms of use and privacy policy found at https://suku.world/terms-of-service-labs and https://suku.world/privacy-policy-labs.  The Services include an online platform to facilitate the minting of NFTs and SBTs and purchase, transfer, and sale of digital assets.  Part of the Services comprise an application, which connects users seeking to mint digital assets, such as NFTs and SBTs, on the blockchain with users seeking to acquire such digital assets. YOU ACKNOWLEDGE AND UNDERSTAND THAT WE MAKE NO ASSURANCES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING THE SALE, TRANSFER, OR ACQUISITION, OF DIGITAL ASSETS THROUGH USE OF THE SERVICES. INCLUDING, BUT NOT LIMITED TO, RISKS OF TRANSACTION FAILURE, DESCRIPTION OF DIGITAL ASSETS, THE USE OR REDEMPTION OF DIGITAL ASSETS SUCH AS DIGITAL COUPONS, LEGAL COMPLIANCE OF DIGITAL ASSETS, GOVERNMENTAL AND REGULATORY COMPLIANCE, OR LOSS.  YOU ASSUME ALL SUCH RISKS AND AGREE THAT SUKULABS IS NOT RESPONSIBLE FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF DIGITAL ASSETS OR BLOCKCHAIN TECHNOLOGY. FURTHER, YOU ALSO ACKNOWLEDGE AND UNDERSTAND THAT WE HAVE NO CONTROL OVER THE ONLINE AND OFFLINE CONDUCT OF USERS AND THIRD PARTIES PARTICIPATING IN THE SALE OF DIGITAL ASSETS AND WE DISCLAIM ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

2.1 THIRD-PARTY ACCOUNTS AND SERVICES:  As part of the functionality of the Services, you may be allowed to link or be required to link or tie your account with online accounts you have with third-party service providers like OpenSea and X (formerly Twitter) and other online service providers for important functionality, like the ability to use third party login credentials and authorization of API’s to access your wallet and to buy, sell, transfer, display, and mint NFTs and SBTs (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services and you may not be able to login to or get access to the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We are not responsible for reviewing any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services.  You further understand that linking a Third-Party Account involves risks, including the potential for unauthorized access to your Third-Party Account and the data contained therein, and you agree that SUKULABS is not responsible for any losses you incur as a result of such risks.

2.2 SUKUTHIS:  As part of the functionality of the Services, a user may be able to mint and promote, transfer or distribute NFTs and SBTs via methods involving social media (e.g., X formerly Twitter), as described on the Sukuthis website found at https://suku.world/sukuthis and incorporated herein by reference.
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2.3 SUKU WALLET: As part of the functionality of the Services, a user may be able to create a non-custodial wallet for digital assets (“Suku Wallet”) through user’s social media login, giving you full control and responsibility for the security and management of your digital assets. To ensure the utmost protection of your digital assets, since we do not have access to your social media login or passwords associated with your non-custodial wallets, WE STRONGLY SUGGEST THAT YOU TAKE THE NECESSARY STEPS TO SAFEGUARD YOUR NON-CUSTODIAL WALLETS, SUCH AS MAINTAINING THE SECURITY AND RECALL OF YOUR PASSWORD INFORMATION AND ACCESS TO YOUR RELATED SOCIAL MEDIA ACCOUNTS IN A SECURE AND RELIABLE MANNER.  BY USING THIS SERVICE YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE SOCIAL MEDIA ACCOUNT USED FOR LOGGING IN.  YOU ARE SOLELY RESPONSIBLE FOR YOUR SOCIAL MEDIA ACCOUNT PURSUANT TO THE SOCIAL MEDIA PROVIDER’S TERMS AND ASSUME ALL RISK OF LOSS OF YOUR SUKU WALLET AND DIGITAL ASSETS HELD IN SUCH WALLET RESULTING FROM YOUR LOSS OF YOUR SOCIAL MEDIA ACCOUNT RIGHTS OR LOGIN INFORMATION DUE TO YOUR, THE SOCIAL MEDIA PROVIDER’S OR ANY THIRD-PARTY’S ACTIONS.  YOU ARE SOLELY RESPONSIBLE FOR CREATING ALTERNATIVE ACCESS TO YOUR SUKU WALLET AND DIGITAL ASSETS TO AVOID SUCH RISK OF LOSS.  SUKU PAY.  As part of the functionality of the Services, a user may be able to send monetary value in the form of digital assets to other users through non-custodial digital wallets affiliated with each user’s mobile phone number.  SukuPay implements the ERC4337 standard which uses account abstraction to allow user assets to be held by smart contracts rather than being controlled by externally-owned accounts. Using this method SukuPay can create a non-custodial wallet address for any phone number prior to onboarding a user.  Text and data rates are governed by your agreement with your telecommunications provider, and such rates will apply to transmissions through SUKUPAY.  Recipients of your transfer will not be able to receive your transmission unless they access the link sent to their mobile phone, confirm their ownership of their phone number and agree to these terms and conditions.  By using SUKUPAY, you also agree to the Terms of Service and privacy policy of our SMS provider, Twilio (twilio.com/en-us/legal/tos) (twilio.com/en-us/legal/privacy), our wallet creator, Privy (privy.com/terms-and-conditions) our payment provider, Stripe (http://stripe.com/legal/consumer) our transaction provider, Beam (https://beam.ansiblelabs.xyz) and our infrastructure provider, Alchemy (www.alchemy.com). YOU ARE RESPONSIBLE FOR MAINTAINING CUSTODY OF YOUR PHONE AND VERIFYING THE PHONE NUMBER OF YOUR INTENDED RECIPIENTS.  PAYMENTS SENT TO WRONG NUMBERS CANNOT BE RECOVERED OR REFUNDED.  PAYMENTS MAY ONLY BE SENT TO NUMBERS LOCATED IN PARTICIPATING COUNTRIES, AND NO PAYMENTS MAY BE SENT TO COUNTRIES OR INDIVIDUALS LISTED AS SPECIALLY DESIGNATED NATIONALS ON THE U.S. DEPARTMENT OF THE TREASURY OFFICE OF FOREIGN ASSET CONTROL SANCTIONS LIST AND OTHER SANCTIONS LISTS ADMINISTERED BY OFAC AND FOUND AT THIS LINK: https://ofac.treasury.gov/.  YOU ARE RESPONSIBLE FOR THE SECURITY OF YOUR PHONE AND THE ACCOUNT ABSTRACTION WALLET EMBEDDED IN YOUR PHONE. The security of SukuPay's account abstraction wallet is based on a 2 of 3 multi-sig wallet, powered by privy.io. Privy does not act as a custodian of its wallets and does not have authority to sign transactions for its wallets. The user/signer's private key stays on the user's device within its security enclave. A second share is managed by the wallet creator, Privy, and is only released if the user provides a valid login or code verification. The third share is also only available to the end user, is encrypted and stored in the cloud and may be accessed only for wallet recovery scenarios.
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3. CHANGES TO THE TERMS.
‍We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the changes, you must stop using the Services.

‍4. CHANGES TO THE SERVICES.
‍We may change, discontinue, or remove functionality of any or all of the Services, such as the minting, transfer, or availability of NFTs, SBTs, and other digital assets, from time to time without any legal or monetary liability to you. We will use commercially reasonable efforts to communicate to you any discontinuation of any Service through the Site or public communication channels and we may use commercially reasonable efforts to continue supporting the Service after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law or breaching agreements such as those with online service providers.

‍5. FEES AND PAYMENT.
‍Fees applicable to the Services or any component of the Services, if any, shall be set forth in agreement you may have with our authorized resellers or at SukuLabs.com, the SukuLabs mobile application or as otherwise directed at the time you access the Service.  We reserve the right to change or modify fees upon notice to you and to charge for additional fees and costs as they accrue. We reserve the right to withhold Services for failure of payment or for any other reason as permitted under these Terms.

‍a. Blockchain Transaction Fees
‍There may be transaction fees (e.g. mining fees) associated with your virtual currency and NFT transactions that are required by the virtual currency system or blockchain network with which you engage. You must ensure that you have an adequate balance in your wallet and/or “gas” to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction fees (i.e. too low or too high) or due to insufficient funds or gas associated with your wallet address.

‍b. Buy Digital Assets with Supported Credit or Debit CardsIf you use Suku Wallet to purchase digital assets with your credit or debit card, a third party will convert your chosen amount into the applicable digital asset and credit it to your wallet. You acknowledge and agree that: (i) Suku Wallet is not responsible for your use of such third party service and shall have no liability whatsoever in connection with your use of such service; (ii) you will be subject to any terms and conditions imposed by the relevant third party service provider; (iii) Suku Wallet has no ability to change, withdraw or cancel any conversion requests you place; (iv) Suku Wallet is not responsible for any exchange rates offered by the relevant third party service provider(s); and (v) Suku Wallet is not responsible for any fees charged by the relevant third party service provider(s) or your bank or credit card issuer(s).

‍c. Digital Asset Transactions
‍In order for all proposed digital asset transactions to be completed, they must be confirmed and recorded in the digital asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using our Services, such as Suku Wallet, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive digital assets; and (iv) any transfer that occurs in relation to any digital asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any digital asset or the legal compliance of the same and have no legal or monetary liability to you for all the above.

‍d. Accuracy of Information Provided by User
‍You represent and warrant that any information you provide via the Services is accurate, lawful, and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any digital asset transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a digital asset.

‍e. Taxes
‍It is your responsibility to determine what, if any, taxes apply to any use of our Services or to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any digital asset-related transactions. We of course reserve the right to cooperate with tax regulators.

‍6. INTELLECTUAL PROPERTY.
‍The Services, features and functionality (including but not limited to all information, Suku Wallets, NFT, blockchain digital coupons technology, and SBT minting, social media interaction processes, software, text, displays, images, video and audio, and the design, selection, functionality, methods, look and feel, and arrangement thereof), are owned by SUKULABS, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with these Terms; and (b) copy and use our content solely in connection with your permitted use of the Services. Except as provided in this Section, you obtain no rights under these Terms from us, our affiliates, or our licensors to the Services, including any related intellectual property rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as follows: (i) your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your mobile device; (iii) if you download our mobile application, you may download a single copy to your mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such application; or (iv) if we provide social media features with respect to our Services, you may take such actions as are enabled by such features.

You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize SUKULABS to use globally and perpetually any and all artwork, digital media, and any other content you provide in connection with the Service such as content and promotional materials associated with NFTs and SBTs minted and distributed pursuant to these Terms ("User Content"), including, but not limited to any and all intellectual property, copyright, trademark, and privacy rights related to such User Content.

‍7. LICENSE TO NFT CONTENT.

a. You may be able to create, transfer or store non-fungible tokens and soul-bond tokens (“NFTs” or “SBTs”) using our Services such as in Suku Wallet. You hereby represent and warrant that you own all legal right, title in and interest to, including all intellectual property rights to the content associated with the NFT Content (further defined below), or you are legally authorized by the owner of the intellectual property in the NFT Content to use it in relation to the Services such as Suku Wallet and that you are fully responsible for any and all legal and monetary liabilities related to or rising out of your NFT Content or use of the Services. You retain all rights your NFT Content except for rights expressly granted herein. By using our Services you grant us and those assisting us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) the NFT Content in any and all media or distribution methods (now know or later developed) in relation to operating and providing the Services such as minting NFTs and SBTs, transfer and promotion of digital assets, and Suku Wallet. We are not responsible for monitoring the NFTs and NFT Content stored on Suku Wallet for any infringement of a third party’s intellectual property rights. Accordingly, we assume no liability for any action regarding any content you provide or receive or your use of the Services. You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to NFTs, and you represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation we make in relation to any transfer or interaction otherwise with any NFTs. If you have a dispute in relation to the NFTs and/or NFT Content or any crypto transactions or loss of access to your wallet(s) or third party/social media accounts, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

‍b. User Responsibility for NFT Content.  You are solely and fully responsible for the creation of all artwork, digital media, license agreements, coupon and other rules, descriptions, redemption promises, promotions, or other content associated with NFTs minted and distributed pursuant to these Terms ("NFT Content"). You represent and warrant that the NFT Content does not infringe, misappropriate, or violate any intellectual property rights, privacy rights, or other rights of any third-party or violate any law.  You are solely and fully responsible for supporting the community of consumers that purchase or otherwise control the NFTs minted or distributed pursuant to these Terms and shall not engage in any false promises, material misrepresentations, or “rug pulls.”

‍c. NFT Owner Content License. Through the use of the Services, you may be permitted to mint NFTs associated with NFT Content.  When selling or purchasing an NFT, you agree and understand what characteristics NFTs have and how the following terms apply to their sale.  An NFT is a digital tool that can also represent real-world objects such as photographs, videos, writings, or music or digital token gates, media licenses, and coupons. NFTs are usually built using similar technology to digital currencies.  While digital currencies are usually fungible, NFTs usually are not. Each NFT is coded into a blockchain or similar technology, contains built-in methods for evidence of authentication and proof of ownership, but the NFT Content, which usually resides off chain, could be unauthorized, unavailable, or illegal.  When you buy or sell an NFT, the terms of your purchase or sale, and the rights you actually purchase or sell, may be limited by the license terms or technology of the underlying NFT.  SBTs are generally non–transferable. Some NFTs may include a right to redeem for services or a physical item to which the NFT relates.  In such instances, once the NFT has been redeemed, the NFT may remain in circulation, but the redemption right will be terminated.  It is up to you to confirm your understanding of what you are offering, selling or buying, or acquiring, and the license and other agreements you are giving or receiving at the point of sale.  If you do not provide a custom license at the point of sale for an item, such as an NFT and its related NFT Content, then the default NFT Owner Content License (“NOCL”) between you and the buyer, attached hereto as Exhibit A located at the following link: https://www.suku.world/nft-license-agreement and incorporated herein by this reference, shall apply. SUKULABS MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE ENFORCEABILITY OF THE NOCL OR SUITABILITY FOR YOUR PURPOSES AND YOU ASSUME ALL RISK OF LOSS IF YOU CHOOSE TO USE THE NOCL.

‍d. You further understand that blockchain transactions are usually not reversible. You understand that NFTs and other NFTs may only exist by virtue of the ownership record maintained on a blockchain and are conducted and occur on decentralized ledgers. SUKULABS has no control over and makes no guarantees or promises with respect to the functioning of such blockchain or the persistence or compatibility, or lack thereof, of the NFT or related NFT Content. In cases where a transaction involving an NFT is revealed to be fraudulent, illegal or infringing, or a buyer or seller acts fraudulently or illegally or in an infringing manner, then the defrauded or injured buyer/seller shall have no recourse against Company, but solely against the respective seller/buyer.

‍e. User Responsibility for Legal Compliance.  You are solely and fully responsible for ensuring legal compliance in the marketing, sale, and distribution of the NFTs minted and distributed pursuant to these Terms, including but not limited to compliance with all applicable laws, regulations, and guidelines governing the creation, marketing, sale, customer / community support, and distribution of NFTs in all relevant jurisdictions. You are solely and fully responsible for any and all violations of securities laws.

‍f. License Grant for SukuLabs Services.  You hereby grant SUKULABS a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit NFT Content and User Content, solely for the purpose of providing the Services under these Terms, and for promoting and marketing the Services.  This license includes, without limitation, the right for SUKULABS to reproduce, display, distribute, and create derivative works of User Content on SUKULABS’ website, social media channels, marketing materials, and any other medium used by SUKULABS to provide the Services.

‍8. LIMITATION OF LIABILITY.
‍IN NO EVENT WILL SUKULABS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATING IN, OR INVITING THIRD PARTIES TO PARTICIPATE IN, ANY PHYSICAL ACTIVITIES OR EVENTS RELATING TO THE SERVICES, YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT RELATING TO THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SUKULABS OR ITS SUBSIDIARIES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY SUKULABS FOR ITS SERVICE TO YOU DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

‍9. COPYRIGHT INFRINGEMENT.
‍If you believe that any User Content violates your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.

• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

• A statement that the information in the written notice is accurate.

• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Copyright Agentc/o  Suku Labs, Inc.Suku Wallet and Sukuthis.

3250 NE 1st Ave Unit 305

Miami, FL 33137

labs@suku.world
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If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is the policy of SUKULABS to terminate the Accounts of repeat infringers.

‍10. DISCLAIMER OF WARRANTIES AND GUARANTEES.  
‍EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUKULABS DISCLAIMS ALL WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. SUKULABS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. SUKULABS MAKES NO WARRANTIES OR GUARANTEES AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES. USER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, OR GUARANTEE MADE BY SUKULABS, EXCEPT AS EXPRESSLY SET FORTH HEREIN.Nothing in these Terms shall affect any warranties which cannot be excluded or limited under applicable law.

‍11. TERM AND TERMINATION.
‍This Agreement shall commence on the date first written above and continue until terminated by either party for material breach or by SUKULABS for any reason or no reason. Upon termination, SUKULABS shall have no further obligation to provide the Services, but may retain and continue to use any NFT Content or User Content for the purpose of providing the Services, for example to other users, and for promoting and marketing the Services and for legal and regulatory compliance and security of Services.

‍12. CONFIDENTIALITY.
‍Both parties agree to keep any confidential information, defined as any non-public information that relates to the actual or anticipated business and/or products, research or development of the disclosing party, or to the disclosing party's business or financial affairs, they receive from the other party confidential and to use such information only for the purpose of performing their obligations under these Terms.

‍13. LIMITATION OF LIABILITY.  
‍SUKULABS’ total liability for any claim arising under or relating to these Terms shall be limited to the amount of fees paid by User to SUKULABS during the twelve (12) months immediately preceding the event giving rise to the claim.  SUKULABS shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or revenue, even if SUKULABS has been advised of the possibility of such damages.

‍14. INDEMNIFICATION.  
‍User shall pay the costs of defense, indemnify, and hold harmless SUKULABS, its affiliates, and their respective owners, officers, directors, employees, agents and subsidiaries from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) User's breach of these Terms or representations or warranties, (ii) the infringement, misappropriation, or violation of any intellectual property rights, data protection rights, or other rights of any third party; (iii) any third-party claim arising from or related to the NFT Content or breach of contract; (iv) any third-party claim arising from or related to the marketing, sale, and distribution of the NFTs minted; (v) any legal or regulatory violation arising out of User’s use of the Services including for example, securities law violations, FTC violations, deceptive business practices, consumer protection violations, and/or violations of any other law or regulation.

‍15. KNOW YOUR CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML) COMPLIANCE OBLIGATIONS.
‍a. SUKULABS reserves the right to perform Know Your Customer (KYC) and Anti-Money Laundering (AML) activities in accordance with applicable laws, regulations, and SUKULABS’ internal compliance policies. The User acknowledges and agrees that their use of the Services and receipt of any payments may be subject to successful completion of SUKULABS’ KYC and AML procedures and payment of additional fees for the same.

‍b. User Cooperation: The User shall, upon request by SUKULABS, provide all necessary information, documentation, and any other materials reasonably required by SUKULABS to complete its KYC and AML procedures. The User shall promptly respond to any inquiries or requests by SUKULABS for additional information, clarification, or verification in connection with the KYC and AML procedures.

‍c. Condition Precedent: The User's cooperation in SUKULABS’ KYC and AML procedures shall be a condition precedent to the User's receipt of any payments under these Terms, including, but not limited to royalties, or any other amounts payable to the User. SUKULABS reserves the right to withhold, delay, or refuse any payments to the User if the User fails to satisfactorily complete SUKULABS’ KYC and AML procedures, or if SUKULABS determines, in its sole discretion, that the User's activities are in violation of applicable laws, regulations, or SUKULABS’ internal compliance policies.

‍d. Suspension and Termination: SUKULABS may suspend or terminate the User's access to the Services provided thereunder, or withhold any payments due to the User, if the User fails to cooperate with SUKULABS’ KYC and AML procedures or if SUKULABS has reasonable grounds to suspect that the User is engaged in, or associated with, any unlawful activities, including, but not limited to, money laundering, terrorist financing, or other financial crimes. The SUKULABS shall have the right to take any further actions it deems necessary or appropriate to protect its interests and comply with applicable laws and regulations.

‍16. GOVERNING LAW, ARBITRATION & WAIVER OF CLASS ACTION.

a. Governing Law and Arbitration.  All matters relating to these Terms and the Services shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction.  Any legal suit, action or proceeding arising out of, or related to, these Terms, the Services or the relationship of the Parties shall be brought exclusively in California, in each case located in the County of Santa Clara.  Any claim, dispute, or controversy arising out of, or related to, these Terms, the Services or the relationship of the Parties, to the fullest extent permitted by applicable law, shall be resolved exclusively and finally by binding arbitration administered by JAMS before a retired judge in San Jose, California under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the federal arbitration act, 9 U.S.C. Sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between the Parties. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY IS GIVING UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM.  Nothing in this Section shall be deemed to prohibit either from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve rights in and to intellectual property or confidential information or to compel arbitration.

‍b. Judgment on the award may be entered in any court having jurisdiction. The arbitration clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to keep the arbitration proceedings confidential and not to disclose any information about the proceedings to any third party except as required by law or by any regulatory authority.

‍c. Class Action Waiver.  IN ANY DISPUTE, NEITHER USER NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. USER ACKNOWLEDGES THAT USER IS GIVING UP USER’S RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).

‍17. ADDITIONAL TERMS.  
‍Additional terms and conditions (“Additional Terms”) may apply to specific portions, services or features of the Services provided by the Company or third parties, including any consumer offers, coupons, contests, or sweepstakes made available through the Services, either alone or in conjunction with the functionality provided by Company.  The use of such services or features shall be governed by the Additional Terms associated with them, and all such Additional Terms are hereby incorporated by this reference into these Terms.

‍18. ENTIRE AGREEMENT & Severability.  
‍These Terms, the Privacy Policy and any Additional Terms constitutes the sole and entire agreement between User and Company with respect to its subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

‍19. CALIFORNIA RESIDENTS.  
‍If User is a California resident, in accordance with Cal. Civ. Code § 1789.3, User may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

‍20. EXPORT LAWS.  
‍User agrees that User will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, User represents and warrants that User is not located in any such country or on any such list. User is responsible for and hereby agrees to comply at User’s sole expense with all applicable United States export laws and regulations.

‍21. SURVIVAL.  
‍All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Company or User. Termination will not limit any of Company’s other rights or remedies at law or in equity.

‍22. FORCE MAJEURE  
‍We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, these events shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.

‍23. YOUR COMMENTS AND CONCERNS.
‍The Services are operated by Suku Labs, Inc.

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: labs@suku.world