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TERMS OF SERVICE

Last Updated: December 1, 2021

1. ‍TERMS AND ACCEPTANCE OF TERMS

Welcome to ThirdAct! Where Theatre Collects.

These Terms of Use form an agreement between Third Act Digital LLC (“Third Act”, “Company”, “us”, “we”, “our”) and you. The terms “you”, “your” or “User” refers to the person or entity browsing, installing, downloading, or otherwise using the services described herein (“use” or “using” in these Terms of Use will mean any of the foregoing).

The following terms of use, together with any documents and additional terms they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of:

(a)

our website offered on or through https://thirdact.digital/ (the “Website”);

(b)

any text, pictures, media, data, or other information, materials, or content (collectively, the “Content”) contained on or provided through the Website; and

(c)

all other content, products or services provided by us to you.

The Terms also govern, without limitation, the creation, purchase, sale, exchange, or modification of certain digital assets; our online and/or mobile services, and software provided on or in connection with those services (collectively, the “Services”).

Before you use the Services, however, you will need to agree to these Terms and any terms and conditions incorporated herein by reference (collectively, these “Terms"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS GOVERN YOUR USE OF THE SERVICE. WE ARE ONLY WILLING TO MAKE THE SERVICE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE WEBSITE OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.

BY USING THE WEBSITE, OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU:

(a)

REPRESENT AND WARRANT THAT

(i) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, ‍

(ii) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND ‍

(iii) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE WEBSITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND ‍

(b)

AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS THE WEBSITE OR USE THE SERVICES.

The Terms represent a binding agreement between you and Company and affect your legal rights. By accessing and using the Website, you confirm that you have carefully read and agree to be bound by the Terms (as they may be updated by Company from time to time), that you agree to comply with all applicable laws, rules and regulations and that you have the legal authority to accept the Terms on behalf of yourself or any party you represent. Your continued use of this Website constitutes a continued agreement to be bound to the Terms and by the terms of our Privacy Policy https://thirdact.digital/policies (“Privacy Policy”), which governs the collection, use, and disclosure of personal information gathered on or through the Website and your consent to that policy, including the use of cookies.

Some programs and promotions offered by Third Act are provided through the use of third-party suppliers and service providers. If you join, enroll, register, pre-register, or otherwise take part in a program or promotion, you agree to be bound by the terms and conditions of such program or promotion, in addition to the terms, and all terms incorporated by reference.

The Website is hosted on AWS (“Host”). Host provides us with the online e-commerce platform that allows us to sell the assets (as defined below) to you and provide the Services to you. The terms of service contained at https://aws.amazon.com/privacy/ apply to your use of this Website.

Please review the Terms carefully and contact usprivacy@thirdact.digitalif you have questions or concerns. We will continuously attempt to improve our services, so they may change over time. We may suspend or discontinue any part of the services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.

2. UPDATES TO TERMS AND INFORMATION ON WEBSITE

Third Act may update the Terms at any time without notice to you, and the updated Terms will be posted on this page or a similar page of the Website. You can determine when the Terms were last revised by referring to the “Last Updated” legend at the top of the Terms. It is your responsibility to review the Terms each time you use the Website. By continuing to use the Website, you consent to any updated Terms.

Third Act has made and continues to make reasonable efforts to represent accurate and up-to-date information on the Website. However, it is possible that information provided and certain features may not be accurate or up-to-date. Company reserves the right to correct any errors or omissions on the Website and to change or update information on the Website at any time and without any notice, including any errors or omissions relating to product descriptions, pricing, product availability, and we apologize for any inconvenience resulting from our reserved right to cancel any product order or refusal to accept any product order based on incorrect or incomplete information.

You may need to update third-party software from time to time in order to use the Website or Services.

3. USE OF THE THIRD ACT; ACCOUNT SET-UP AND SECURITY

‍‍Your privacy and the protection of your data on the internet are extremely important to us. Third Act has taken reasonable steps to protect your information transmitted over the Website from improper use; however, you acknowledge and agree that despite Third Act’s best efforts, transmitting data on the internet has inherent risk. By using the Website, you accept the risk inherent in transmitting personal data over the internet.

‍To use Third Act, you must link your digital wallets on supported bridge extensions. Before putting in an offer to purchase a unique digital asset from another user, you will download a supported electronic wallet extension, and connect and unlock your digital wallets with that extension. Once you submit an order to purchase a unique digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf. Each collectible is a non-fungible token (an “NFT”) on the Hedera blockchain network (the “Hedera Network”). An NFT is any Hedera-based token complying with the Hedera Token Service (HTS), the Hedera Hashgraph Token (HBAR) Token standard, or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible” tokens representing a unique collectible; however, certain NFTs may be fungible with one another (i.e., all such NFTs are associated with the same collectible metadata) while being non-fungible with other NFTs (i.e., such NFTs are associated with different collectible metadata).

You must provide accurate and complete registration information when you create an account for Third Act. During the registration process, you will be asked to select a username and password. Third Act, in its sole discretion, may refuse to grant you for any reason a username, including, by way of example only, any username that belongs to or is being used by another person, is vulgar or otherwise offensive, or may cause confusion.

You will not transfer or resell your use of or access to the Website to any third party. It is your responsibility to maintain the accuracy and confidentiality of all your personal information requested by the Website during the registration process. You are responsible for all activity (including, without limitation, purchases) that occurs under your registered account, and you agree to immediately notify company about any unauthorized use of your account or if any of your personal information has been compromised. Third Act will have no liability for any loss or damage arising as a result of an unauthorized party using your personal information to access your registered account, and Third Act is not responsible for any delay in shutting down your account after you have reported to Third Act any breach of your account.

By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. You are responsible for the security of your account for Third Act and for your electronic wallets and you are responsible for the acts or omissions of any third party who has authority to access or use the Website or your account on your behalf.

If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at privacy@thirdact.digital.

You will use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that Third Act may elect to accept from time to time.

Transactions that take place on Third Act are managed and confirmed via the Hedera Network. You acknowledge and agree that, whenever you enter into a transaction on Third Act your Hedera Network public address will be made publicly visible.

If Third Act believes, in its sole discretion, that the details are not true, correct, current, or complete, we have the right to refuse you access to the Website, or any of its resources, and to terminate or suspend your account or cancel any order you may have placed. You understand that any information you provide as part of the registration process will be treated by Third Act in the manner described in its Privacy Policy https://thirdact.digital/policies.

You further understand and agree that Third Act may take actions we deem reasonably necessary to prevent, respond to, pursue or remedy suspected or actual fraud and abuse, including without limitation, termination or suspension of your Website account. You will defend and hold harmless all Third Act Parties from any claims resulting from any action taken by any Third Act Parties or law enforcement authorities during or as a result of its investigations.

4. YOUR NFTs

‍‍Third Act allows you to purchase, earn, collect and showcase moments (each, an “NFT”) from the various theatrical productions working with Third Act. Each NFT is an NFT on the Hedera Network.

You can bid on NFTs by: transferring USD or similar federally-backed currency into a Stripe account and then transferring currency to a fellow user through Third Act in exchange for an NFT.

You can also earn certain NFTs for free by participating in certain challenges or marketing campaigns on Third Act, or by completing certain tasks that we may make generally available from time to time.

NFTs are composed of a photograph, GIF, MP4 or similar video file of various theater productions. Each NFT has a defined set of attributes – including scarcity – which help determine the value of the NFT.

You acknowledge and agree that the price and liquidity of blockchain assets, including Third Act NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other blockchain assets could materially and adversely affect NFTs, which may also be subject to significant price volatility and value subjectivity.

‍ADDITIONAL TERMS APPLICABLE TO WEBSITE USERS MAKING PURCHASES OR BIDDING

5. PAYMENT AND FEES

By placing a bid or an order on or through Third Act, you agree that you are submitting a binding offer to purchase such NFT or other blockchain assets.

Any payments or financial transactions via Third Act are conducted solely through the Hedera Network. You acknowledge and agree that we have no control over these payments or transactions, and do not have the ability to reverse any payments or transactions. You acknowledge and agree that we will not be liable to you or any third party for claims or damages that may arise as a result of any payments or transactions that you engage in via Third Act, or any other payment or transactions that you conduct via the Hedera Network. We do not provide refunds for any purchases that you might make on or through Third Act – whether for NFTs or anything else.

Any purchase or sale you make, accept, or facilitate outside of this Website will be entirely at your risk. We do not control or endorse purchases or sales outside of this Website. We expressly deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions outside of this Website.

Every transaction on the Hedera Network requires the payment of a transaction fee, which provide funding for the network of computers that run the decentralized Hedera Network. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any such fees for any transaction that you carry out via Third Act. You will be solely responsible to pay any and all sales, use, value added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of Third Act. Except for income taxes levied on us, you:

(a)

will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and

(b)

will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including fees) made to us pursuant to these Terms.

‍6. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS

‍YOUR OWNERSHIP OF NFTs WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH NFTs FROM A LEGITIMATE SOURCE.

Given that each NFT is an NFT on the Hedera Network, when you purchase a NFT in accordance and compliance with these Terms (and applicable legislation), you will become the exclusive owner of the underlying NFT; thus giving you the right to swap your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Hedera Network. Except as otherwise permitted by these Terms in cases where we determine that the NFT has not been rightfully acquired from a legitimate source, we will not seize, freeze, or otherwise modify the ownership of any NFT.

You acknowledge and agree that we (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of Third Act, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of Third Act (collectively, the “Third Act Materials”)). You acknowledge that Third Act Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Third Act Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and tradenames associated with Third Act or otherwise contained in Third Act Materials are proprietary to us or our licensors. Except as expressly set forth herein, your use of Third Act does not grant you ownership of or any other rights with respect to any content, code, data, or other Third Act Materials that you may access on or through Third Act. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works of any Third act Materials, in whole or in part. We reserve all rights in and to Third Act Materials that are not expressly granted to you in these Terms.

You acknowledge and agree:

(a)

that your purchase of an NFT, whether via Third Act or otherwise, does not give you any rights or licenses in or to Third Act Materials (including, without limitation, our copyright in and to the associated art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a NFT that you have purchased or acquired in compliance with the terms hereof and applicable law (collectively, “Designs”)) other than those expressly contained in these Terms;

(b)

that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of Third Act Materials (including, without limitation, any Designs) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and

(c)

that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

Subject to your continued compliance with these Terms, we grant you a worldwide, nonexclusive, revocable, non-transferable, royalty-free license to use, copy, and display the Designs for your properly purchased or acquired NFTs, solely for the following purposes:

(a)

for your own personal, non-commercial use;

(b)

as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the Designs for their NFT to ensure that only the actual owner can display the Designs; or

(c)

as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the Art for their NFT to ensure that only the actual owner can display the Designs, and provided that the Designs are no longer visible once the owner of the NFT leaves the website/application.

You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case:

(a)

modify the Designs in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;

(b)

use the Designs to advertise, market, or sell any third party product or service;

(c)

use the Designs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

(d)

use the Designs for your NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use;

(e)

sell, distribute for commercial gain;

(f)

attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Designs; or

(g)

otherwise utilize the Designs for your or any third party’s commercial benefit.

If the Designs contains third party intellectual property, you acknowledge and agree that:

(a)

you do not have the right to use such third party intellectual property in any way except as incorporated in the Designs, and subject to the license and restrictions contained herein;

(b)

depending on the nature of the license granted from the owner of the third party intellectual property, we may need to (and reserve every right to) impose additional restrictions on your ability to use the Designs and/or NFT; and

(c)

to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such.

The license granted above applies only to the extent that you continue to own the applicable NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NFT for any reason, the license granted in this section will immediately terminate with respect to that NFT without the requirement of notice, and you will have no further rights in or to the relevant Designs and/or NFT. The restrictions of this section will survive the expiration or termination of these Terms.

The Website may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Website and are subject to the Terms and Conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications and are not under the control of Third Act. Third Act is not responsible for any Third-Party Websites or Third-Party Applications. We provide these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Website, our Terms do not govern Third-Party Websites or Third-Party Applications. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

‍7. ‍USER RESPONSIBILITIES

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE WEBSITE, AND FOR THE CONSEQUENCES THEREOF. YOU AGREE TO USE THE SERVICES IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

You will not (and you will not allow any third party to) use Third Act to:

(a)

distribute or disseminate unlawful, defamatory, harassing, abusive, fraudulent, obscene, or objectionable content;

(b)

distribute of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

(c)

upload, post, transmit or otherwise make available via Third Act any content that infringes a third party’s intellectual proprietary rights;

(d)

pursue unauthorized commercial purpose;

(e)

modify, adapt, or reverse engineer any portion of Third Act;

(f)

remove proprietary rights notices;

(g)

display content that contains any violent or hateful content;

(h)

use any devices or software to retrieve or index any portion of Third Act or the content posted on Third Act, or to father information about Third Act’s userbase;

(i)

interfere with the use of Third Act by other users, including abusing, harassing, or threatening another user of Third Act;

(j)

interfere with management and operations of Third Act, including having abusive, harassing of threatening interactions with any Third Act representatives.

You will not (and you will not allow any third party to):

(a)

create user accounts by automated means or under false or fraudulent pretenses;

(b)

impersonate of another person;

(c)

use bots or other similar forms of automation to engage in any activity or transaction; or

(d)

purchase or otherwise acquire NFTs via unlawful or inappropriate means.

You acknowledge and agree that, in the event you violate any of the above-mentioned duties (or in the event we reasonably suspect that you are violating the above-mentioned duties), we shall, without prejudice to any other equitable or legal remedy we may have, have the right to immediately suspend your use of Third Act and/or terminate your account (without prior notice, in each instance), as well as confiscate any NFT that may have been acquired through illegal or improper means.

‍‍8. TERMINATION

‍At any time, you may cancel your account and discontinue your access to and use of Third Act. For the avoidance of doubt, Third Act will not issue any refunds for any purchases that you have made on Third Act.

We may, without notice, to terminate these Terms, in our sole discretion and for no reason, and suspend and/or terminate your account. You agree that termination of these Terms and/or suspension or termination of your Third Act account shall not be our exclusive remedy in the event we discover or reasonably suspect that you have breached these Terms or have otherwise engaged in any illegal. Notwithstanding our decision to suspend and/or terminate your account in accordance with the terms hereof, we reserve there the right to pursue all other remedies we may have at law or in equity.

You acknowledge and agree that we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using Third Act.

You acknowledge that Third Act, in its sole discretion, may terminate access to the Website at any time and will have no liability to you if your ability to access the Website is terminated or if the Website is discontinued.

You acknowledge and agree that Third Act, in its sole discretion, may terminate or suspend your use of this Website at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Accessing this Website after such termination, suspension, or discontinuation shall constitute an act of trespass. Further, you agree that Third Act will not have any liability whatsoever to you or any third party for any termination or suspension of your access to this Website or if this Website is discontinued.

Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on Third Act or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections will survive the termination or expiration of these Terms for any reason.

YOU AGREE TO WAIVE AND INDEMNIFY US, OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FOR ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

9. DISCLAIMERS

‍COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE CONTENT OF THE WEBSITE OR ANY OTHER WEBSITES LINKED TO OR FROM THE WEBSITE, OR ABOUT THE PRODUCTS OR SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PHONE, COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THE WEBSITE.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR RISK, AND THAT THIRD ACT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND THAT THE CONTENT AND INFORMATION ON THE WEBSITE AND THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, AFFILIATES, AND LICENSORS DISCLAIMS AND EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THIRD ACT, THE SERVICES AND THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS, CORRECTNESS, ACCURACY, OR RELIABILITY.

YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND THE INFORMATION CONTAINED HEREIN. COMPANY DOES NOT WARRANT THAT THE WEBSITE, ANY INFORMATION OR ANY OTHER SOFTWARE ACCESSED FROM THE WEBSITE WILL BE UNINTERRUPTED, THAT THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT FREE, THAT ANY DEFECTS WILL BE CORRECTED, THAT THEY WILL PROPERLY OPERATE ON ANY SPECIFIC BROWSER OR COMPUTER, OR THAT THE WEBSITE OR ANY OTHER WEBSITE LINKED TO THE WEBSITE, THEIR SERVERS, OR ANY EMAIL SENT FROM COMPANY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

WE, OUR AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(a)

YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS;

(b)

YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;

(c)

USAGE DATA PROVIDED THROUGH THIRD ACT WILL BE ACCURATE;

(d)

THIRD ACT OR ANY CONTENT, SERVICES, OR FEATURES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR

(e)

THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THIRD ACT WILL BE SECURE. YOU ACCEPT THE INHERENT SECURITY RISKS OF DISCLOSING INFORMATION OVER THE INTERNET, AND ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE HEDERA NETWORK, OR YOUR ELECTRONIC WALLET OR THE WEBSITE.

NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE HEDERA NETWORK. WE ARE IN NO WAY RESPONSIBLE FOR LOSSES RESULTING FROM OR RELATED TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE HEDERA NETWORK, OR ANY ELECTRONIC WALLET.

10. LIMITATION OF LIABILITY

THIRD ACT PARTIES WILL NOT BE LIABLE FOR ANY CLAIMS, CLAIMS FOR RELIEF, DEMANDS, OBLIGATIONS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, CHARGES, EXPENSES, OR COSTS OF ANY KIND OR DESCRIPTION WHATSOEVER, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, EQUITY, STATUTORY, WARRANTY, STRICT LIABILITY, OR OTHERWISE, OR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE OR THE USE OR INABILITY TO USE THE WEBSITE, ITS CONTENT OR LINKS, INCLUDING BUT NOT LIMITED TO, DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL DAMAGES, PERSONAL INJURY AND WRONGFUL DEATH, LOST PROFITS, TAX CONSEQUENCE, OR ANY DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS ON NOTICE OF THE POTENTIAL FOR SUCH DAMAGES PRIOR TO THE OCCURRENCE OF DAMAGE. THIRD ACT PARTIES WILL NOT BE LIABLE FOR ANY OFFENSIVE, DEFAMATORY OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, THE THIRD ACT PARTIES’ TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THIS WEBSITE, ITS CONTENT OR LINKS OR ANY PRODUCTS OR SERVICES, SHALL NOT EXCEED $100.00. “THIRD ACT PARTIES” MEANS THIRD ACT AND ITS AFFILIATES, LICENSORS, VENDORS, RETAIL PARTNERS, AGENTS, REPRESENTATIVES, AND ANY OTHER PARTY INVOLVED IN THE CREATION, OPERATION, PRODUCTION OR TRANSMISSION OF THE WEBSITE, THE PRODUCTS AND THE SERVICES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, REPRESENTATIVES, AND AGENTS, SUCCESSORS, AND ASSIGNS.

ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIRD ACT OF A NFT WILL BE ENTIRELY AT YOUR RISK. YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER PURCHASES OR SALES OF NFTS OUTSIDE OF THIRD ACT. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING NFTS OUTSIDE OF THIRD ACT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR ITS CONTENT, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

YOU AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE YOUR RIGHT TO JOIN AND, IF APPLICABLE, YOU AGREE TO OPT OUT OF ANY CLASS ACTION OR COLLECTIVE ACTION AGAINST THIRD ACT PARTIES RELATED TO THE TERMS, THE WEBSITE, THE PRODUCTS OR THE SERVICES. YOU AGREE TO PURSUE ANY CLAIM THAT YOU THINK YOU HAVE AGAINST CAROLS COOKIES PARTIES RELATED TO THE TERMS OR THE WEBSITE INDIVIDUALLY AND NOT AS A MEMBER OF A CLASS OR COLLECTIVE ACTION.

THIRD ACT HAS NO RESPONSIBILITY FOR THE NFTS OF BLOCKCHAIN ASSETS CREATED OR TRADED BY USERS ON THE THIRD ACT PLATFORM. THIRD ACT DOES NOT INVESTIGATE AND CANNOT GUARANTEE OR WARRANT THE AUTHENTICITY, ORIGINALITY, UNIQUENESS, MARKETABILITY, LEGALITY, OR VALUE OF ANY NFTS OR BLOCKCHAIN ASSETS CREATED OR TRADED BY USERS.

11. ASSUMPTION OF RISK

‍‍You acknowledge and agree that the flat-denomination prices, value, and liquidity in public markets of collectible blockchain assets have historically been subject to dramatic fluctuations, are extremely volatile, and are highly subjective. You also acknowledge and agree that these collectible blockchain assets have no inherent or intrinsic value. As a result, you acknowledge that the prices, value, and liquidity of any collectible blockchain asset may experience fluctuate, which could have materially and adversely consequences on the value of any NFT you may have acquired through Third Act.

As relatively new products and technologies, collectible blockchain assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of collectible blockchain assets. Additionally, the value of any NFT may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for any NFT, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear. Accordingly, the market value of any NFTs may decline below the price for which you acquire such asset.

You agree and understand that some Third Act transactions for NFTs shall be deemed to be made when recorded on a public ledger, or when payment is received, which is not necessarily the date or time that you initiated the transaction.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Third Act does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use Third Act at your own risk; however, this brief statement does not disclose all of the risks associated with any NFT and other digital assets. You agree and understand that Third Act will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.

You agree and understand that neither Third Act nor any other Third Act party is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your NFT transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your NFT transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a NFT transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility

You acknowledge and agree that Third Act does not store, send, or receive NFTs as these exist only by virtue of the ownership record maintained on Third Act’s supporting blockchain in the Hedera network. As a result, you acknowledge and agree that NFTs are transferred within the supporting blockchain in the Hedera network, and not on Third Act.

You acknowledge and agree that there are risks associated with using an Internet-based currency, and you acknowledge and agree that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Hedera Network, however caused. You acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems such as the Hedera Network are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any NFTs.

You acknowledge and agree that collectible blockchain assets are subject to many legal and regulatory uncertainties, and the NFT could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.

Third Act relies on third-party platforms to perform the transactions. If we are unable to maintain a good relationship with any such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of Third Act may suffer.

‍12. INDEMNIFICATION
‍In addition to any other indemnities you may provide under the Terms, you agree to defend, indemnify, and hold harmless the Third Act Parties, from, and waive and release the Third Act Parties from all claims, suits, proceedings, losses, damages, liabilities, and expenses (including without limitation, attorneys’ fees) arising out of or based on

(a)

your use (or use by any third party using your account) of or access to the Website or of any material contained on the Website,

(b)

your violation or breach of any of the Terms,

(c)

the submission or use of any content including User Content that you submitted, posted or otherwise provided to Third Act or the Website,

(d)

your violation of any intellectual property rights or other rights of any Third Act Parties or any third party,

(e)

your violation of any applicable law, rule or regulation, or

(f)

your fraud, willful misconduct or gross negligence. Unauthorized access to the Website and unauthorized use of any content or information on the Website is strictly prohibited.

13. THIRD PARTY SITES AND SERVICES

‍The Website may contain links to other websites that are not owned, operated, or maintained by Third Act, including links to social media platforms (“Third Party Websites”). ‍When you click on a link to a third party website or application, we will not warn you that you have left Third Act and are subject to the terms and conditions (including privacy policies) of another website or destination. These links to Third Party Websites are provided solely for your convenience and all correspondence and business dealings between you and such third parties on the Third Party Websites are solely between such you and such third parties. Third Act does not endorse, and is not responsible or liable for, the content on the Third Party Websites, your use of the Third Party Websites or any loss or damage you may incur as a result of such use or dealings. You agree that we have no control over any third party website or application and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to any third party website or application, or their products or services. Third Act makes no warranties or representations about the content of, any products or services offered by, or the intellectual property compliance of or accuracy or completeness, such Third Party Websites. You access Third Party Websites at your own risk and by accessing Third Party Websites, you leave this Website. Use of the Third Party Websites may also be subject to you agreeing to separate binding agreements, including terms of service and privacy statements, which can be found on the Third Party Website if applicable. You should read the terms of service, privacy policies, and any other user agreements of the Third Party Website before using the Third Party Website.

14. CHILDREN

‍The Website is not targeted toward or intended for use by anyone under the age of 18. By using the Website, you represent and warrant that you are 18 years of age or older.

To use the Website and order NFTs offered on the Website, you must be 18 years of age or older. If you are under the age of 18, you may not use the Website.

If we learn or suspect that any user is under the age of 18, we will unfortunately have to close your account.

15. RISKS RELATED TO THE INTERNET; LIABILITY FOR COMPUTER SYSTEM
You acknowledge and agree that hardware, software, and internet connections can fail, and agree that Company is not responsible for failures, distortions, delays, or other problems resulting from equipment configuration, connection, signal power, hardware, software, or any equipment used to access the internet. You acknowledge and agree that any activity on the Website is subject to monitoring by Company at any time and that Company may use the information obtained from such monitoring in any way, without any limitation, subject to applicable laws.

You acknowledge and agree that despite Company’s best efforts to protect your data, third parties may illegally access the Website and compromise such data contained hereon and use such data for illegal purposes. You agree that any potential liability to Company arising from any data breach of any data maintained by Company and/or the Website is limited by the Limitation on Liability provisions set forth in the Terms. You specifically agree to disclaim Company from any liability whatsoever arising from any breach of data related to the Website.

Complete confidentiality and security is not possible over the Internet. Use of the Internet and communications over the Internet are subject to possible interception, loss, and alteration. Therefore, you should not communicate any personal information to Third Act by email, unless adequate security measures are in place in order to ensure the security of the transmission. Third Act, its agents and employees will not be liable in any manner whatsoever, to you or any third parties, for any damage as a result of information transmitted by email to Third Act. You assume all risks related to such communications.

Third Act and its agents and employees do not assume any liability whatsoever for any unauthorized access to your computer system by hackers or the quality, reliability, compatibility or speed of services rendered by your Internet service provider.

16. DISPUTE RESOLUTION

‍PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THIRD ACT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring disputes or claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this arbitration agreement constitutes a waiver of your right to litigate disputes and claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this arbitration agreement and can award the same damages and relief as a court (including attorney’s fees).

(a)

Disputes. We want to address your concerns without filing a formal legal case. Before filing a claim against Third Act, you agree to try to resolve the dispute informally by contacting us at Third Act, Inc., Customer Service Department at 12 E 49TH ST, 11th Floor, New York, NY, 10017 or 347-429-4999, hello@thirdact.digitall . We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days from our receipt of notice of such dispute, you and/or Third Act agree to resolve any claims related to the Terms, the Website, the NFTs and Services, if applicable, through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.

(b)

Opt-Out Rights. You can opt-out and decline this agreement to arbitrate by contacting Third Act within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.,: the date you initially accepted the Terms). You must write us at Third Act Inc., Attn: Opt-Out Arbitration, 12 E 49TH ST, 11th Floor, New York, NY, 10017. If you opt out, neither you nor Third Act can require the other to participate in an arbitration proceeding.

(c)

Arbitration Procedures. Except in the event the dispute meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described above, all disputes shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association (the “AAA”). The arbitration will be conducted before a single arbitrator. The arbitration shall be held in New York, NY or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.

(d)

Exceptions to Agreement to Arbitrate. Either you and/or Third Act may assert claims, if they qualify, in small claims court in New York, NY. Third Act may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Website, breach of Third Act’ confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

(e)

Class Action Waiver. You and Third Act agree that any dispute arising out of or related to the Terms, the Website, the NFTs or the Services is personal to you and Third Act and that such dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Third Act agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals (“Class Action Waiver”). You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and Third Act and is non-severable from this arbitration agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then this arbitration agreement shall be null and void.

(f)

Authority of Arbitrator. As limited by the Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a dispute, including the determination of whether a dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by the Terms.

(g)

Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, or if you opt-out in accordance with subsection (b) above, you and Third Act agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York, NY. Both you and Third Act consent to the foregoing venue and jurisdiction.

17. COMPLIANCE WITH LAW

You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the country in which you reside. You may not use, export, or re-export the products or any copy or adaptation in violation of any applicable laws or regulations including without limitation, United States, Canadian or European export laws and regulations. The Website is not intended for use in any jurisdiction where its use is not permitted, as detailed by ThirdAct from time to time within the Website.

18. MISCELLANEOUS PROVISIONS

(a)

‍Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your use of Third Act, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of Third Act, whether oral or written.

(b)

Changes and Updates. You acknowledge and agree that we may change and update any feature on Third Act without prior notice to you.

(c)

No Amendments or Supplements to The Terms. No employee of Company is authorized to make any statement that adds to or amends any of the warranties or limitations contained in the Terms. You acknowledge and agree that oral statements made about the Website or about information contained in the Website do not constitute warranties, will not be relied on by you, and will not be binding or enforceable. No supplement or amendment of the Terms will be binding unless set forth in writing by an authorized officer of Company or posted on the Website.

(d)

Nondiscrimination; Accessibility Notice. Third Act complies with all federal civil rights laws and does not discriminate on the basis of race, color, national origin, age, disability or sex. While Third Act may not be a “place of public accommodation” under the Americans with Disabilities Act of 1990, accessibility of the Website to people with disabilities is extremely important to Third Act. Third Act believes that the Website is accessible to people with disabilities, and is compatible with standard screen readers used by people who are blind and visually-impaired. If you believe that the Website is inaccessible to you for any reason, please call (347-429-4999) and a Third Act representative will assist you.

If you believe that you are suffering discrimination based on your disability in using the Website, before initiating any legal action against Third Act arising from such discrimination, you agree to first provide written notice of the perceived discrimination to Third Act at the contact address set forth below, to allow 60 days for Third Act to acknowledge receipt of the complaint, and to allow an additional 120 days for Third Act to cure the issue.

(e)

Copyright. You are solely responsible for your use of Third Act and for any User Content you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the User Information posted or listed on Third Act.

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Website by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe in good faith that content or material on the Website infringes a copyright or other intellectual property owned by you, you (or your agent) may send Company a notice requesting that the material be removed, or access to it blocked. This request should be sent to Company’s designated agent at: Third Act Inc., Attn: Copyright Agent, 12 E 49TH ST, 11th Floor, New York, NY, 10017. This notice must include the following information:

(i)

a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed,

(ii)

identification of the copyrighted work claimed to have been infringed,

(iii)

identification of the material that is claimed to be infringing or the subject of the infringing activity reasonably sufficient to allow Company locate the material,

(iv)

the name, address, telephone number, and email address of the complaining party,

(v)

a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and

(vi)

a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If a user believes that another user’s material has been removed by mistake or misidentification, the user may provide Third Act with a written counter notification containing the following information:

(i)

the user’s name, address, telephone number, and email address;

(ii)

description of the material that was removed, along with the URL where the content was posted prior to its removal;

(iii)

the following statement: “I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”;

(iv)

statement that the user consents to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if the user’s address is outside of the United States, any jurisdiction in which the user may be properly served, and that the user will accept service of process from the person (or their agent) who filed the original DMCA notice; and (v) the user’s electronic or physical signature.

Third Act reserves the right to terminate the accounts or block usage of any party who is a repeat infringer or who is repeatedly charged with infringement.

You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing or not infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing or not infringing.

19. USER CONDUCT

‍You agree that while you are accessing or using the Website you will

(a)

comply with the Terms and all applicable laws, rules and regulations,

(b)

not damage or infringe upon the rights of any person or entity,

(c)

not act in any way that is defamatory, libelous, harassing, obscene or otherwise objectionable,

(d)

not engage in the commercial resale of NFTs without the prior written consent of Third Act or,

(e)

not affect or interrupt or attempt to affect or interrupt operation of the Website. You agree that you are solely responsible for your conduct, while accessing or using the Website.

In addition, you will not:

(f)

Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

(g)

Disrupt or interfere with the security of, or otherwise abuse, the Website, any material, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or affiliated or linked websites;

(h)

Use or attempt to use another User’s account without authorization from such User and Website;

(i)

Use the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or that could damage, disable, overburden or impair the functioning of the Website in any manner;

(j)

Modify, disassemble, or reverse engineer any aspect of the Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Website;

(k)

Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Website that you are not authorized to access;

(l)

Develop any third party applications that interact with the Website without our prior written consent;

(m)

(n)

Intentionally hold Third Act and/or its employees and/or directors up to public scorn, ridicule and/or defamation;

(o)

Use the Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates the Terms;

(p)

Create hyperlinks from other websites to the Website, unless expressly permitted in writing by Third Act;

(q)

Post any content, including without limitation, User Content (as defined below) that

(i) is offensive, unlawful, harmful, abusive, defamatory, pornographic, threatening, or obscene; ‍

(ii) impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, libelous, deceptive, or misleading;

(iii) involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized in writing by Third Act or

(iv) you do not have a right to make available under any law or under a confidential or fiduciary obligation or agreement; or

(r)

Use any device or computer program that interferes with or attempts to interfere with the operation of the Website, including any activity that precedes attempts to breach security.

20. USER CONTENT

‍Third Act’ collection and use of personally identifiable information, which may be included in content Users of the Website provide through the use of social media channels, by Users posting such information on social media, or otherwise, is subject to the Privacy Policy. Users of social media channels may post, upload, or otherwise contribute feedback, comments and reviews of NFTs and the Services and certain other materials related to Third Act or its NFTs or Services on social media channels (which may include, for example, pictures, text, messages, information, and/or other types of content) (“User Content”). Any User Content you post on social media channels that relates to Third Act or its NFTs and Services will be deemed NOT TO BE CONFIDENTIAL and is subject to the Terms in addition to the terms of use and privacy policies of such social media channels, and you specifically acknowledge and agree that Third Act can post any User Content that you post on social media channels on the Website, paraphrase the User Content and attribute it to you. You grant Third Act an unrestricted, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify, paraphrase, create derivative works from, and distribute any of your User Content, along with your name or any part thereof, your city of residence, through any medium, whether alone or in combination with other materials, in any manner and by any means, method or technology, for any purpose whatsoever without any compensation or attribution to you or any other person, including without limitation on the Website. You hereby waive any right to inspect or approve any such use by Third Act, and you waive, release, and hold harmless the Third Act Parties from and against any and all claims and liabilities arising from Third Act’ use of your User Content on the Website.

You represent and warrant that, with respect to any User Content you post on social media channels that relates to Third Act or its NFTs or Services,

(a)

you own or otherwise control all of the rights to the User Content,

(b)

such User Content is true, accurate and not misleading,

(c)

such User Content or the displaying, publishing or posting publicly and using the User Content by Third Act as contemplated by the Terms by posting it on the Website and as otherwise set forth in the Terms, does not violate the Terms or applicable law, and does not infringe or violate the intellectual property rights, privacy rights or other rights of any third party or imply any affiliation with or endorsement of you or your User Content by Third Act,

(d)

Third Act will not need to obtain licenses from any third party or pay royalties to any third party for its use of User Content, and

(e)

such User Content complies with the Terms and all applicable laws, rules and regulations.

Third Act reserves the right, in its sole discretion to, but has no obligation to, monitor, review, paraphrase or edit User Content that it posts on the Website. In all cases, Third Act reserves the right to remove, edit or disable access to any User Content that we post on the Website for any or no reason. Third Act may take these actions without prior notification to you or any third party. Removal, editing or disabling of access to User Content on the Website shall be at our sole discretion, and we do not promise to remove, edit or disable access to any specific User Content. Third Act shall have no liability to you or any other user arising from such actions or inactions.

You are solely responsible for all User Content that you post on social media channels and that we post on the Website. Under no circumstances will the Third Act Parties be liable in any way for any User Content and Third Act does not endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST THIRD ACT RELATED TO USER CONTENT THAT YOU POST ON SOCIAL MEDIA CHANNELS THAT THIRD ACT POSTS ON THE WEBSITE, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD THE THIRD ACT PARTIES HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

21. SEVERABILITY AND ENTIRE AGREEMENT

Part One of the Terms of Use and the Terms of Sale in Part Two of the Terms of Use constitutes the entire agreement between you and Third Act regarding your use of the Website and the purchase of NFTs and Services from Third Act and supersedes any prior agreements between you and Third Act regarding your use of the Website and the purchase of NFTs and Services. If any provision in the Terms is held illegal, invalid or unenforceable by any competent authority in any jurisdiction, such illegality, invalidity or unenforceability shall not in any manner affect or render illegal, invalid or unenforceable such provision in any other jurisdiction or any other provision of the Terms in any jurisdiction. The Terms apply while you are accessing the Website and remain in effect thereafter. In the event that the Website is no longer accessible to you or is terminated, the provisions set out above in Ownership, User Content and Feedback, Limitation of Liability, Disclaimer of Warranties, Indemnity and Unauthorized Access, Governing Law and Dispute Resolution; Arbitration Agreement and the provisions contained in Part Two below and the Privacy Policy will survive any termination of the Terms and will continue to remain in effect and apply to you.

Some promotions provided by Third Act are subject to additional terms and conditions. Third Act suggests that you review all terms and conditions that may apply to you.

22. NO WAIVERS

No failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

23. GOVERNING LAW AND JURISDICTION

All matters arising out of or relating to these Terms, the use of the Website and the purchase of NFTs and Services will be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Subject to of the Dispute Resolution section hereof, you agree that the courts of the State of New York shall have jurisdiction over any legal action or proceeding arising under these Terms will be brought exclusively.

24. NOTICES

We may provide you with any notices (including, without limitation those regarding changes to these Terms) through postings directly on Third Act or via email. You hereby agree that by providing us with your email address, you consent to our using the email address to send you any notices.

25. ASSIGNMENT

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent, and any assignment in violation of the terms hereof shall be null and void. We reserve the right to assign our rights and obligations under these Terms in our sole discretion, without any notice whatsoever.

Contact Us

To contact us regarding these Terms or the operation of the Website itself, or for any reason required by these Terms, please write to us at the following:

12 E 49TH ST, 11th Floor,
New York, NY, 10017
or call us at Ph. 347-429-4999.

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