ACCEPTANCE
This addendum to the Terms (the “Addendum”) shall apply to you if you a) access or use any digital asset, NFT or Web3 functions of the Platform at any time or b) conduct any activities or actions on the Platform involving or relating to any Membership Entity that has elected at any time, or will elect at any time, to enable any digital asset, NFT or Web3 functions within the Platform.
You agree to carefully review this Addendum in its entirety as it is a legally binding agreement between you, or if you are under the age of majority in your local jurisdiction, your parent or legal guardian, and Ethos. You confirm your acknowledgment, acceptance of and compliance with this Addendum. All provisions of both the Addendum and the Terms shall be valid and enforceable. No provisions in either the Terms or the Addendum are modified or replaced by the application of this Addendum. Any reference to the Addendum includes any and all terms and documents incorporated by reference. You must read, agree with and accept all of the terms and conditions contained in this Addendum, including all terms and documents incorporated by reference, before you may a) access or use any of the Web3, NFT, blockchain or digital asset functions of the Platform or b) conduct any activities or actions on the Platform involving or relating to any Membership Entity that has elected at any time, or will elect at any time, to enable any digital asset functions within the Platform.
Ethos reserves the right to modify this Addendum at any time with or without notice to you. It is your responsibility to ensure that you are aware of the current Addendum each time you access or use the Platform. If you continue to access or use any aspect or functionality of the Platform after any revisions to this Addendum you will be deemed to have accepted such revised Addendum in full.
CONSIDERATION
You unconditionally acknowledge that a) acceptance of this Addendum, and b) acceptance of any NFT, regardless of whether or not any monetary consideration was offered or paid by you, is lawfully and duly supported by good and valuable consideration provided to you including, but not limited to, the utility provided to you by your access to and use of the Platform in any manner whatsoever (whether or not you have an Account or conduct any other activities on the Platform). You hereby irrevocably acknowledge the receipt and sufficiency of such consideration.
NFTS AS A FORM OF MEMBERSHIP ENTITY BENEFITS
You acknowledge that the Membership Entity may, at any time, elect to offer a non-fungible token (“NFT”) as a form of Membership Entity Benefit to users who may have enrolled in a Membership. All Membership Entity Benefits are offered by the Membership Entity and fulfilled by the Membership Entity in accordance with terms and conditions established solely by the Membership Entity. For clarity, an NFT offered by the Membership Entity is a form of Membership Entity Benefit and is not a Membership and shall not be considered to be a Membership and therefore does not convey any of the terms or attributes of a Membership. NFTs issued to users by the Membership Entity are intended to be a non-monetary form of Membership Entity Benefit akin to a trivial memento, keepsake or souvenir with the only objective of enhancing your emotional connection with the Membership Entity.
NFTs Have No Monetary Value
You represent and warrant that any NFTs that may be issued to you as a user have no monetary value and are not in any way designed or intended for the purposes of investment, speculation, trading, or any similar financial-oriented intent. You expressly acknowledge and agree that all NFTs are designed and intended solely to enhance your engagement and interaction with the Membership Entity.
Furthermore, you covenant and agree to refrain from engaging in any activities that are inconsistent with the intended purpose of NFTs solely as tools for Membership Entity engagement. Specifically, you agree not to participate in speculative transfers, exchanges, sales or any other transaction, attempted transaction or conduct that could be construed as transforming NFTs into tools for securities trading or distribution. This includes, but is not limited to, leveraging NFTs for market speculation, using NFTs as collateral for financial transactions, or engaging in any form of barter or exchange that could in any way potentially give rise to their characterization as securities under applicable laws and regulations.
Moreover, you acknowledge that engaging in such prohibited activities may not only breach the Addendum, and therefore the Terms, but also potentially violate securities regulations, subjecting you to legal risks and penalties. You agree to bear sole responsibility for ensuring that your use of NFTs remains compliant with all relevant laws and regulations, including but not limited to those governing securities and financial transactions.
In the event of any suspicion or evidence of your engagement in prohibited activities as outlined above, Ethos reserves the right to take appropriate action which may include reporting to relevant regulatory authorities where necessary. You further agree to indemnify and hold harmless Ethos and the associated Membership Entity from any and all claims, damages, losses, liabilities, costs, or expenses arising from your breach of these terms or any applicable laws.
No Purchase or Sale of NFTs
Neither Ethos nor the Platform will support at any time the purchase or sale of NFTs by any party.
Transfers of NFTs
The Platform may support, but has no obligation to support, the ability to perform an external transfer of NFTs from the Platform to a third-party platform, subject to the technical requirements of such third-party platform and terms and conditions between the parties (an “External Transfer”). In the event that you perform an External Transfer of NFTs from the Platform to an external blockchain wallet or to any third-party platform, you acknowledge and agree that such transfer will not be reversable and will not be able to be undone at any time. You acknowledge and agree that by initiating such an External Transfer, you are forever forgoing and relinquishing the NFTs.
You acknowledge that External Transfers do not in any respect represent the sale of NFTs and accordingly the initiator of an External Transfer is not entitled to any proceeds, fees or any other form of compensation upon initiation or completion of such transfer. You acknowledge and agree that the receiving party shall receive the NFTs at no cost to such party.
You acknowledge that the ability to successfully initiate or complete an External Transfer will require you to update your Account with relevant and accurate information relating to the External Transfer including information relating to the destination external blockchain wallet or to account on a third-party platform. If you don’t update your Account or provide Ethos or the Platform with accurate and appropriate information relating to External Transfers, such External Transfers will not successfully complete. You acknowledge that you may lose the NFTs and that the intended recipient of the NFTs may not receive the NFTs. Neither you nor the intended recipient will have any claim regarding such NFTs. You acknowledge that it is your sole responsibility to accurately update your Account information and diligently review all details of any External Transfers, including details relating to the intended recipient prior to commitment to such External Transfers and to ensure the Platform is accurate and has current information at all times. Ethos has no obligation, duty or responsibility to validate the accuracy of any information within your Account or in relation to any External Transfers.
Transactions Subsequent to an External Transfer
Ethos does not have, nor do we intend to ever have, any obligation to provide secondary market functionality or services at any time. You are solely responsible for any loss or damages associated with any NFTs issued to you or for any consequences, including legal consequences, which may result from a) performing an External Transfer of NFTs to any third-party platform or to an external blockchain wallet and b) any transactions or actions that may occur subsequent to such External Transfer.
Ethos expressly declares that it neither supports nor endorses any activities or transactions that you may attempt, or that may occur, outside of the Platform or on a third-party platform subsequent to performing an External Transfer of NFTs, including but not limited to the transfer, exchange or sale of NFTs. The Platform is designed to ensure the administration of NFTs only within the environment of the Platform. Transactions conducted outside of the Platform not only circumvent these measures but also expose all parties involved to increased risks, including but not limited to fraud, loss of assets, and potential violation of applicable legal and regulatory standards. The Platform will not be able to track, record or register any transfers or transactions conducted outside of the Platform. Such transactions will result in the inability of Ethos or the Platform to continue to track, administer or support the NFTs.
In the event that you perform an External Transfer of NFTs from the Platform to an external blockchain wallet or to any third-party platform, you acknowledge and agree to the following terms regarding service fees. Should you subsequently engage in the sale, transfer or other transaction involving NFTs, you acknowledge that Ethos may be entitled to receive a service fee. This fee may be automatically deducted from your proceeds of any such sale, resale or transaction. You understand and consent that Ethos may receive these service fees where applicable and feasible. You further consent to Ethos's sole discretion in allocating a portion or all of these service fees to the relevant Membership Entity. It is important to note that as a user, you will not be entitled to any share or claim over any of these service fees. Neither the principal amount of the service fee nor any part thereof will be shared or disbursed to you at any time. The division and distribution of these service fees between Ethos and the Membership Entity is determined solely at the discretion of Ethos, and you hereby relinquish any claim or expectation of participation in the receipt or allocation of these fees. By engaging in the External Transfer of NFTs to an external blockchain wallet or to any third-party platform and any subsequent sale, resale or transaction, you fully acknowledge and agree to these terms, understanding that the service fee is a necessary aspect of the transaction.
ADDITIONAL REQUIRMENTS OF THE PLATFORM
The Platform may require you to successful complete the Identity Validation Process (“IVP”) as a prerequisite to receiving NFTs or at any time as deemed appropriate or prudent by Ethos, any Membership Entity or any other relevant third party. The IVP may require your submission of appropriate official identification documents and other information relating to your identity. You acknowledge that all such information will be shared with Ethos, our service providers and their affiliates and contractors, for purposes of verification, compliance and assessment.
If you do not perform the IVP when required to do so, or you do not, at the sole discretion of Ethos, successfully pass the IVP, you acknowledge and accept that any actions or activities that you may attempt on the Platform may be voided by Ethos without notice to you. In addition, Ethos reserves the right to a) deny the issuance of any NFTs to you, b) suspend, remove or permanently delete your Account and / or access to your Account, c) co-operate with relevant regulatory agencies and authorities, including sharing your information (including all information within your Account and all information you provided during the IVP) with such authorities if required or recommended by relevant legislation, regulations, emerging practices, industry practices or as determined to be prudent by Ethos in its sole discretion.
NFTS AND YOUR ACCOUNT
You agree and acknowledge that Ethos reserves the right, at any time, to require you to transfer any or all NFTs from your Account to an external blockchain wallet or third-party platform within any timeframe established by Ethos. You acknowledge and understand that failure to successfully perform transfers within the timeframe communicated to you by Ethos shall constitute a breach of these Terms. Ethos may, at its sole discretion and at any time, use a third-party service for purposes including the storage of any NFTs that may be referenced in your Account or on the Platform. By accepting these Terms, you also agree to any and all such third-party terms and conditions.
LIMITED LICENCE GRANTED TO YOU BY THE MEMBERSHIP ENTITY
The issuance of an NFT to a you shall represent the granting of a limited licence to you directly by the Membership Entity. You acknowledge and agree that the limited licence granted by the Membership Entity shall be a worldwide, non-assignable, non-sublicensable, royalty-free licence and shall permit the holder of the NFT the right to display and use the Membership Entity Inputs and the Membership Entity Marks for reasonable purposes associated with the personal use and display of the NFT.
The limited licence does not allow or otherwise grant any right for you or for any party to make commercial use of Membership Entity Inputs or the Membership Entity Marks including but not limited to a) selling copies or editions of Membership Entity Inputs or the Membership Entity Marks, b) selling access to Membership Entity Inputs or the Membership Entity Marks, c) licensing Membership Entity Inputs or the Membership Entity Marks, d) leasing Membership Entity Inputs or the Membership Entity Marks, e) selling derivative works embodying Membership Entity Inputs or based on Membership Entity Inputs or the Membership Entity Marks, or f) otherwise commercially exploiting or deriving commercial value from Membership Entity Inputs or the Membership Entity Marks.
The limited licence shall be issued by the Membership Entity to you upon issuance of the NFT to you and shall be terminated by the Membership Entity upon the sale or any other means of disposal, cancellation or termination of the NFT. In the event of an External Transfer or subsequent transfer, the limited licence shall be granted by Membership Entity to the party that the NFT was transferred to upon completion of the External Transfer or subsequent transfer. The limited licence granted to the user or party transferring the NFT shall terminate upon completion of the External Transfer or subsequent transfer.
ASSUMPTION OF RISK
User Acknowledges and Accepts Risks Related to NFTs
The Platform utilizes emerging and experimental technology including NFTs, blockchain, smart contracts, our proprietary technology and other technologies. You acknowledge and agree that some of such technologies are experimental. You acknowledge and agree that such technology may be subject to bugs, malfunctions, timing errors, hacking, compromise and theft. Further, changes to the protocol rules of the blockchain can adversely affect smart contracts and may expose you to a risk of material loss, including but not limited to forfeiture of NFTs. We assume no liability or responsibility for any technology related failures, risks or uncertainties or for any loss or hardship you may experience as a result of engaging with such technologies or the Platform in any capacity.
You hereby represent that you are sufficiently knowledgeable, experienced and sophisticated in using technology and emerging technology which may include blockchain technology.
Ethos does not endorse, promote or provide any tools for secondary market functionality or services in any way. You therefore acknowledge and accept that you may not be able to list any NFTs for resale on any secondary market and you will not be able to sell any NFTs on any secondary markets or third party platform or application through the Platform and you may not be able to sell any NFTs on any secondary markets existing outside the Platform. You acknowledge that as Ethos has no control over third party platforms, Ethos cannot guarantee the accurate or complete processing of the transfer of any NFTs between your Account and an external blockchain wallet or third-party platform.
Ethos Does Not Guarantee that NFTs Have Any Value at Any Time
You hereby acknowledge and agree that NFTs that may be issued to you have no monetary value. You must not consider such NFTs to be any form of investment or asset with any potential future value. The future value or liquidity of any NFTs may be influenced by user activities or other factors outside of the control of Ethos, the Platform or the Membership Entity. Ethos does not make any representations or guarantees regarding the current or future value of any NFTs. You acknowledge that any NFTs that you may receive as a result of your enrollment in a Membership do not have any commercial value and will most likely never have any commercial value.
The Platform, the blockchain or NFTs could be impacted by one or more regulatory inquiries and / or regulatory actions, legislative policies or laws which could impede or limit the ability of Ethos to continue to develop, operate, maintain, deploy or maintain the Platform in whole or in part, or which could impede or limit your ability to access or use the Platform or the blockchain and which may result in the loss or forfeiture of NFTs.
User Acknowledges and Accepts Risk of NFTs
You understand and accept that the issuance of NFTs may carry a substantial amount of real or perceived risk, including financial risk. You understand and accept all risks that may be associated with receiving any NFTs. You understand and accept that you may not be able to transfer or sell any NFTs at any time. You understand and accept that NFTs do not, and may not ever, have any monetary commercial value. Under no circumstances will the operation of all or any portion of the Platform or your interaction with the Platform in any way be deemed to create a relationship that includes the provision or tendering of investment advice. You understand that risks include the risk that you may lose any NFTs that may have been issued to you indefinitely.
.svg)
.svg)