1. YOUR ACCEPTANCE OF THESE TERMS; ARBITRATION DISCLAIMER

BY CLICKING THE “I ACCEPT” BUTTON OR ANY SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU, BY LINKING YOUR DIGITAL WALLET, OR BY OTHERWISE USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS EFFECTIVE AS OF THE DATE OF SUCH ACTION. YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO TRANSACTIONS MADE USING THE PLATFORM. IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM.

The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.

PLEASE READ THE SECTION ENTITLED “DISPUTE RESOLUTION” CAREFULLY! THESE TERMS CONTAIN AN ARBITRATION AGREEMENT IN SECTION 10 ENTITLED “DISPUTE RESOLUTION - ARBITRATION” WHICH LIMITS OR MAY OTHERWISE AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIM AGAINST TREASURE. IF YOU DO NOT WISH TO WAIVE RIGHTS AND SUBMIT TO ARBITRATION, YOU MUST CONTACT US WITHIN THIRTY (30) DAYS OF FIRST USING THE PLATFORM AND INFORM US THAT YOU OPT-OUT OF SUCH CLASS ACTION WAIVER AND/OR ARBITRATION RIGHT.

2. CHANGES TO TERMS

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. All changes are effective immediately when we post them. It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that these Terms have been updated by updating the “Last Revised” date at the top of these Terms. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.

3. TREASURE PLATFORM

3.1 Platform Ecosystem

The Platform at its core is an ecosystem for game development, content creation and interactive game play using blockchain technology and Digital Assets (as defined below). Games offered on the Platform and software built by third-party developers on the Platform, may be subject to additional terms. Please review all applicable terms with respect to any game or Digital Asset (as defined below) which will apply in addition to these Terms. For more information about the Platform and the gaming ecosystem and games offered by Treasure, please see the published materials on the Site (“Documentation”).

3.2 Marketplace and Digital Assets

The Platform includes a marketplace for users of the Platform to sell or buy non-fungible token ("NFT") used in the Platform and applicable Games, and provides information about the applicable fungible token used by the Platform, including the main token MAGIC (collectively “Tokens”). NFTs and Tokens are collectively referred to in these Terms as "Digital Assets". More information about the MAGIC Tokens can be found at https://docs.treasure.lol/getting-started/what-is-magic and information about the Platform generally, including the marketplace and NFTs, can be found at our Site. Transactions related to Digital Assets on the Platform are managed and confirmed via an applicable blockchain as provided in the Documentation. Your public digital address will be made publicly visible whenever you engage in any transaction on the Platform. We shall not be liable for the acts or omissions of any such blockchain or associated third parties, nor shall we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such blockchain or associated third parties.

3.3 Access and Use of the Platform

You are hereby granted limited, revocable, non-exclusive, nontransferable, non-assignable, non-sublicensable access to and use of the Platform solely in accordance with the Documentation and these Terms. You shall not (a) except as expressly permitted under these Terms with respect to your owned NFTs, distribute, publicly perform, or publicly display any Treasure Materials (as defined below), (b) modify or otherwise make any derivative uses of the Platform, or any portion thereof, (c) download (other than page caching) any portion of the Platform or Treasure Materials, except as expressly permitted by us, or (d) use the Platform or Treasure Materials other than for their intended purposes.

Treasure shall have sole and complete control over, and reserves the right at any time to make any changes to, the configuration, appearance, content functionality, and scope of the Platform, including any Treasure Materials. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to impose limitations on, suspend, and/or terminate your right to access or use the Platform, in whole or in part, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you shall not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

3.4 User Generated Content

The Platform enables users to create user generated content (“User Generated Content”). You agree that you have and will maintain, for yourself and on behalf of your licensors, all necessary rights, consents, and permissions to provide User Generated Content to the Platform and that the User Generated Content does not and will not infringe upon or violate intellectual property rights, publicity rights, privacy rights or any other rights of anyone else, including Treasure.

3.5 Digital Wallet

Transactions on the Platform, including purchasing or selling an NFT, requires you to link an accepted digital wallet (“Digital Wallet") to the Platform for so long as you use the Platform. We neither own nor control your Digital Wallets, any associated blockchain, or any other Third-Party Services (as defined below). You have the sole responsibility to (a) establish, and maintain, in fully operational, secure and valid status, access to your Digital Wallet, and (b) maintain, in your fully secure possession, the credentials for accessing your Digital Wallet and the private key for your Digital Wallet. In the event of any loss, hack or theft of any Digital Asset from your Digital Wallet, including any cryptocurrency, any NFT or other non-fungible token, you acknowledge and agree that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Treasure for such loss, hack or theft, including with respect to any such Digital Asset.

3.6 Prohibitions

You agree not to use the Platform to:

1. Violate any law, regulation, or governmental policy in the US or internationally;
2. Infringe upon or violate intellectual property rights or any other rights of anyone else (including Treasure);
3. Jeopardize the security of your Digital Wallet or anyone else’s Digital Wallet;
4. Impersonate or attempt to impersonate another individual, entity, Treasure employee, agent, or another user of the Platform;
5. Infringe, in any way, on the rights of others or engage in or promote any behavior or activity that is harmful, offensive, fraudulent, deceptive, threatening, harassing, dangerous, defamatory, obscene, profane, discriminatory or otherwise illegal or objectionable;
6. Copy or store any Platform source code or a significant portion of Treasure Materials;
7. Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or relating to the Platform we provide;
8. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which any part of the Platform requires, or any other computer or database connected to the Platform;
9. Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Platform;
10. Attack the Platform via a denial-of-service attack or distributed denial-of-service attack;
11. Use the Platform to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
12. Use the platform to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
13. Use any device, software, bot, or routine that interferes with the proper working of the Platform;
14. Use any manual or automated process to monitor or copy any of the material on the Platform or for any other unauthorized purpose, including, without limitation, using any automated or non-automated systems to scape, copy, or distribute content without our prior written consent;
15. Damage, overburden, disable, or impair the Platform;
16. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
17. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend Treasure or its users, or otherwise expose them to any liability;
18. Upload or otherwise submit any User Generated Content or material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people; or
19. Otherwise attempt to interfere with the proper working of the Platform.

3.7 Third-Party Services Acknowledgement

You acknowledge that the Platform and its functionality includes both services offered by third parties (“Third-Party Services”) as well as Treasure’s proprietary technology. Certain functionality of the Platform may incorporate, use or otherwise depend on Third-Party Services. If any event were to disrupt any functionality dependent on a Third-Party Service, the Platform may similarly experience a disruption, and we shall not be responsible or liable for any such disruption.

4. DIGITAL ASSET PURCHASES

4.1 NFT Terms of Sale

Users of the Platform may list their applicable NFTs for sale using the marketplace on the Platform (the “NFT Marketplace”). All transactions for NFTs are between users as the respective buyer and seller of the applicable NFT, and subject to the NFT Terms (as defined below) that are related to such NFT. “NFT Terms” shall mean the applicable terms related to a sale of an NFT, including the list price of the NFT for sale as determined by the user selling the NFT, the applicable creator fee set by the creator, and a Platform fee, each as further described in our Documentation at https://docs.treasure.lol/infrastructure/platform/faq#how-are-royalties-structured-on-treasure.

4.2 Taxes

You are responsible for paying any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority that are associated with your use of the Platform, including, without limitation any taxes that may become payable as the result of your ownership, transfer, purchase, or sale, of any NFTs.

4.3 Fees

All transactions on the Platform, including, without limitation, purchasing NFTs, are facilitated by smart contracts existing on an applicable blockchain network. Any transaction made on the Platform is subject to our then current Platform fees as provided in our Documentation. In addition, certain blockchain networks require the payment of a transaction fees (also referred to as “gas fees”) for every transaction that occurs on such blockchain network. You are responsible for the payment of gas fees. The value of the gas fees may change, often unpredictably, and is entirely outside of the control of Treasure. You acknowledge that under no circumstances will a contract, agreement, sale, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the transaction fee for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that gas fees are non-refundable under all circumstances.

4.4 Treasure Makes No Representations on Price or Value of NFTs

You acknowledge and consent to the risk that the price of any NFT purchased on the Platform and the value of any MAGIC in relation to other cryptocurrencies may be influenced by activity outside of the control of Treasure. Treasure does not represent, guarantee, or warrant the value, title, validity, accuracy or fairness of the price of any Digital Asset available through the Platform.

5. Ownership of the Platform and User Generated Content

5.1 Ownership of the Platform

You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to all elements of the Platform, including, without limitation, all graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform, including any artwork that is created by Treasure or its licensors and incorporated into any NFTs (collectively, the “Treasure Materials”). The Platform and Treasure Materials are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Your use of the Platform or any purchase of any NFT by you does not grant you ownership of any other rights with respect to the Treasure Materials or the Platform, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed.

5.2 User Generated Content

You or your licensors shall own all right, title and interest in and to the User Generated Content you create. Any User Generated Content will be considered non-confidential and non-proprietary and you agree not to post any User Generated Content to the Platform that you or others may consider to be confidential or proprietary. By submitting User Generated Content via the Platform, you hereby grant to Treasure an unconditional, irrevocable, non-exclusive, royalty-free, perpetual, fully transferable, assignable, and sublicensable worldwide license to use, reproduce, display, distribute, modify, and create derivative works of the User Generated Content for any lawful purpose.

5.3 FEEDBACK

If you transmit any communication or material to us by mail, email, telephone, or otherwise through the Platform, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

6. PRIVACY POLICY

Our privacy policy found at https://treasure.lol/privacy-policy (“Privacy Policy”) describes the ways we collect, use, store, and share your personal information collected through the use of the Platform, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

7. Release of Disputes with Users

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS RELATED TO A TRANSACTION, 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.

8. Downtime Disclaimer

Treasure uses commercially reasonable efforts to provide access to the Platform in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Platform or a Third-Party Service may occur due to a variety of factors, some of which are outside of Treasure’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Platform (collectively, “Downtime”). Part or all of the Platform may be unavailable during any such period of Downtime, which may include an inability to purchase an NFT at the time you intended. Treasure shall not be liable or responsible to you for any inconvenience, losses or any other damages as a result of Downtime, including your inability to make a purchase of an NFT that is no longer available following the Downtime. You hereby waive any claim against Treasure arising out of or in connection with Downtime.

9. DISCLAIMERS; NO REPRESENTATIONS; LIMITATIONS ON OUR LIABILITY

9.1 DISCLAIMER OF WARRANTIES:

YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM AND DIGITAL ASSETS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TREASURE, DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TREASURE MAKES NO REPRESENTATION OR WARRANTY: (A) THAT THE PLATFORM OR ANY CONTENT OR INFORMATION DISPLAYED ON OR MADE AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING ANY PLATFORM CONTENT, DIGITAL ASSETS (INCLUDING ANY NFTS AND REFERENCED CONTENT), OR ANY OTHER CONTENT OR INFORMATION DISPLAYED ON OR THROUGH THE PLATFORM: (i) WILL MEET YOUR REQUIREMENTS; (ii) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (iii) ARE OR WILL BE FREE OF MALICIOUS CODE; OR (iv) WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, LEGAL, OR SAFE; (B) AS TO THE VALUE OR TITLE OF ANY DIGITAL ASSETS OR ANY OTHER CONTENT OR INFORMATION DISPLAYED ON OR THROUGH THE PLATFORM; OR (C) IN RELATION TO THE CONTENT OF ANY THIRD-PARTY SERVICES LINKED TO OR INTEGRATED WITH THE PLATFORM.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN. TREASURE CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR ANY UNDERLYING OR ASSOCIATED CONTENT OR ITEMS. ANY SALE OR TRANSFER OF AN NFT MADE ON THE PLATFORM WILL BE FINAL AND MAY NOT BE REVERSABLE.

TREASURE IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY CAUSED BY ANY EXPLOITATION, VULNERABILITY OR OTHER FORM OF FAILURE OR MISFUNCTIONING OF SOFTWARE INCLUDING APPLICABLE DIGITAL WALLETS AND SMART CONTRACTS), APPLICABLE BLOCKCHAINS OR ANY FEATURES BUILT INTO AN APPLICABLE NFT, INCLUDING ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES THAT MAY RESULT IN LOSSES OR INJURY TO A USER.

IN ADDITION, WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, APPLICABLE BLOCKCHAIN, OR A DIGITAL WALLET.

9.2 Limitation of Liability

TREASURE, AND ITS PARENT AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (ALL OF THE FOREGOING, “TREASURE PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONTRACT, TORT, OR ANY OTHER TYPES OF DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY DIGITAL ASSET, INCLUDING, WITHOUT LIMITATION: (I) PARTICIPATION IN OR THE OUTCOME OF A TRANSACTION MADE USING THE PLATFORM, OR (II) ANY TRANSACTION RELATED TO AN NFT OR MAGIC (INCLUDING THOSE UTILIZING A THIRD-PARTY SERVICE).

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE DISCLAIMERS OR LIMITATION OF LIABILITY TO APPLY TO YOU, SUCH DISCLAIMERS AND/OR LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

10. ASSUMPTION OF RISK

You hereby acknowledge and assume the risk of using and making purchases through the Platform and take full responsibility and liability for the outcome of actions initiated. Without limiting any risks that exist, you acknowledge the following risks related to blockchain technology, cryptocurrencies and non-fungible tokens:

• NFTs’ values are subjective. The potential value of NFTs are subjective in nature and subject to volatility and fluctuations in the price of cryptocurrency.
• Regulatory uncertainty. The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Platform and the utility of NFTs.
• Blockchain technology risk. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Digital Wallet or account.
• Digital asset risks. There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including, but not limited to, the risk that items are vulnerable to metadata decay, bugs in smart contracts, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any non-fungible tokens.
• Third-Party Services. We do not control Third-Party Services like the Ethereum network or other public blockchains, Digital Wallets, or other third party products that you may be interacting with, and we do not control third-party smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains.
• IPFS Storage. We do not store the digital file of the underlying digital artwork associated with any NFT on any Treasure controlled servers. The digital file of the underlying digital artwork is typically linked through the Interplanetary File System (“IPFS”) using an IPFS node operated by a Third-Party Service. We have no control over IPFS or the IPFS node nor can we guarantee that it will always be available.

11. DISPUTE RESOLUTION - ARBITRATION

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully as it requires you to arbitrate disputes with Treasure and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to your access or use of the Platform, to any NFT sold or distributed through the Platform, or to any aspect of your relationship with Treasure, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Treasure may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration with a description of your claim to our [email protected]. The arbitration shall be conducted by JAMS, an established alternative dispute resolution provider. If JAMS is not available to arbitrate, the Parties shall select an alternative arbitral forum. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim, to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

YOU AND TREASURE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, EXCEPT AS SPECIFIED IN NUMBER 1 ABOVE.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement to [email protected]. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you.

Except as provided in this section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with Treasure.

12. COMPLIANCE WITH LAW; DISQUALIFIED PERSONS

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform. If you access or use the Platform outside the United States, you are solely responsible for ensuring that your access and use of the Platform in such country, territory or jurisdiction does not violate any applicable laws.

You are not authorized to use the Platform if there are applicable legal restrictions in your country of residence that would make the use of the Platform illegal. It is your sole responsibility to ensure that your use of the Platform is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law in your country of residence or domicile. In addition, you are not authorized to use the Platform if you are:

1. a citizen, domiciled in, resident of, or physically present / located in Iran, North Korea, Cuba, Syria, China, Afghanistan, Central African Republic (the), Congo (the Democratic Republic of the), Libya, Mali, Somalia, Sudan, and Yemen (each an “Excluded Jurisdiction”);
2. a corporate body: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizens of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;
3. an individual or body corporate: (i) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities; or
4. an individual or corporate body who is otherwise prohibited or ineligible in any way, whether in full or in part, under any law applicable to such individual or corporate body from participating in any part of the Platform.

If you are not authorized to use the Platform under this Section 12, you are deemed a “Disqualified Person” under these Terms.

13. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Treasure Parties from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature relating to third party claims arising out of (a) any actual or alleged breach of these Terms by you, a co-conspirator, anyone using your account, (b) your use of the Platform or purchase or use of any Digital Asset, (c) your violation of the rights of or obligations to a third party, including another user or third-party, and (d) your negligence or willful misconduct. If we assume the defense of such a matter, you shall reasonably cooperate with us in such defense.

14. MISCELLANEOUS TERMS

14.1 No Waiver of Rights

The failure by us to enforce any right or provision of these Terms shall not prevent us from enforcing such right or provision in the future. No waiver by us of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by us. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.2 Export Laws

You agree that you will not export or re-export, directly or indirectly, the Platform, and/or other information or materials provided by Treasure hereunder, to any Excluded Jurisdiction or Disqualified Person.

14.3 Assignment

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You shall not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves either party of any of its obligations under these Terms.

14.4 Severability

If any provision of these Terms are found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of any other provisions.

14.5 Governing Law and Jurisdiction

These Terms shall be governed by and construed under the laws of the British Virgin Islands, without giving effect to any conflict of laws rules or provisions. You consent and submit to the personal jurisdiction of the courts in the British Virgin Islands for any such action.

14.6 Entire Agreement

These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

14.7 Headings

The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to effect the meaning, interpretation or applicability of these Terms or any term, condition or provision hereof.