THE CROP COLLECTIVE

TERMS OF SERVICE

Last Updated: 9 December 2021

The following terms and conditions constitute a legally binding agreement (together with any terms and conditions incorporated herein by reference, this “Agreement”) between you (referred to herein as “you”, “your”, or “user”) and Falcon Hill Holdings Limited, conducting business as The Crop Collective (“Crop Collective”, “we”, “us”, or “our”), governing your interaction with our NFT (as defined below) collection. By entering into this Agreement, participating in minting, purchasing a Crop Collective NFT, participating in Crop Collective Discord server, and/or using our Platform (as such term is defined below), you expressly acknowledge that you understand this Agreement and accept all of its terms. If you do not agree to the terms set forth in this Agreement, you must not use our Platform.

Crop Collective is a collection of digital artworks, known as NFTs, running on the Ethereum network. Users are responsible for the safety and management of their own private Ethereum wallets, NFTs, and validating all transactions and contracts generated by our Platform before approval. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE, CLASS WAIVER, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

1. Definitions.

“Affiliate” means, with respect to any specified Person (as defined below), any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

“Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to, or is otherwise intended to govern or regulate, any Person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority (as defined below) having jurisdiction over Crop Collective, you, our Platform, or as otherwise duly enacted, enforceable by law, the common law or equity.

“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights (as defined below).

“ETH” means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.

“Ethereum Address” means the unique public key digital asset identifier that points to an Ethereum-compatible wallet to which ETH may be sent or stored.

“Ethereum Blockchain” means the underlying blockchain infrastructure.

“Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.

“Licensed Rights” with respect to an NFT means your rights to a Crop Collective NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain, for so long as you are the holder of a Crop Collective NFT.

“NFT” means any blockchain-tracked, non-fungible token.

“Person” means an individual, a partnership, a joint venture, a limited liability company or partnership, a corporation, a trust, an unincorporated organization or a government or any department or any agency or political subdivision thereof.

“Platform” refers to our website located at http://www.thecropcollective.com, Discord server, and other social media accounts, and any features, functions, services, products, rewards, offers, content, materials or information available on or through our website.

2. Our NFTs.

The Crop Collective NFTs are minted through a smart contract on the Ethereum Blockchain. A blockchain is a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger. Crop Collective NFTs are recorded on the Ethereum Blockchain, and we use smart contracts to allow you to send and receive Crop Collective NFTs. You acknowledge and agree that certain information, including your digital wallet address and the transactions you conduct through that digital wallet address, may be publicly available and viewable on the Ethereum Blockchain. Your Crop Collective NFT can be transferred on the Ethereum Blockchain (or another blockchain as technology permits) from one digital wallet address to another digital wallet address.

At selected times determined by us, we will make Crop Collective NFTs available for purchase as disclosed from time to time. The price for each Crop Collective NFT will be designated in ETH and will be determined by us, in our sole and absolute discretion. We cannot, and expressly do not, guarantee that Crop Collective NFTs will be available for purchase at the time you seek to purchase one. Other than officially announced by us on the Platform pertaining to certain NFT collections, we expressly reserve the right to expand the types and number of Crop Collective NFT collections to be made available and set the pricing thereof at our sole and absolute discretion at any time and from time to time.

The Crop Collective NFTs are minted directly into the digital wallet that you have provided and through which you made your payment in ETH. We never hold custody nor take ownership or possession of a Crop Collective NFT. 

You are responsible for ensuring your digital wallet address has a sufficient amount of the ETH to cover your purchase as well as any Gas Fees (as defined below).

You are not prohibited by us to sell, trade, or distribute your Crop Collective NFT on any smart contract enabled secondary marketplaces, platforms and exchanges operated by third parties where users can sell, purchase, transfer, list for auction and bid on NFTs, or in direct sales via smart contract or private agreement (“Secondary Marketplaces”). Note that Crop Collective NFTs may not be compatible with all Secondary Marketplaces, and we make no guarantee about the availability or functionality of any Secondary Marketplace.

This Agreement only relates to your use of the Platform and does not relate to any other website or Internet-based services, including, but not limited to, Secondary Marketplaces or other websites or browser extensions to which the Platform may link (“Third-Party Sites”). References or links to any Third-Party Site are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of any Third-Party Site. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, information or other materials on Third-Party Sites.

You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace a Crop Collective NFT. We are not liable for any loss incurred by you in connection with any transaction that takes place on Secondary Marketplaces or on any other third-party sites or services.

Every transaction on the Ethereum Blockchain requires the payment of a transaction fee known as a “Gas Fee”. This means that you are required to pay a Gas Fee for each purchase of a Crop Collective NFT. If you seek to transfer your Crop Collective NFT via a secondary marketplace you may also incur Gas Fees or other transaction costs. Gas Fees are paid to the network of computers that operate the Ethereum blockchain and are not paid to Crop Collective. Note that Gas Fees often fluctuate based on a number of factors that are entirely outside of our control.

You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other Governmental Authority (collectively, the “Taxes”). 



3. Intellectual Property.

The Platform, including, without limitation, any character associated with Crop  Collective, the underlying Art, web applications, mobile applications, software, materials, design, text, images, photographs, illustrations, animation, audio and video material, content, media files, artwork, graphic material, databases, proprietary information, sound recordings, voices, graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein (all of the foregoing, individually and collectively, the “Content”), are exclusively our property and/or, where applicable, our licensors or suppliers. You are hereby granted, during the period of your ownership of the NFT a limited, royalty-free, non-exclusive license (without the right to assign or sublicense) to access and use the Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Nothing in this Agreement shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth herein. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE NOT RECEIVED, NOR ARE YOU ENTITLED TO, ANY RIGHT, INTEREST AND/OR BENEFIT RELATED TO THE UNDERLYING WORK OF ART EMBEDDED IN ANY NFT, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO REPRODUCE, OR TRANSFORM SUCH ART IN QUESTION.

We reserve all rights that are not specifically granted to users. This includes, without limitation, any and all intellectual property rights surrounding the Crop Collective names, logos, trademarks, the Platform, the smart contract code, and anything else not specifically granted by any of the following licenses:

i. Personal Use: subject to your continued compliance with this Agreement and your maintenance of ownership of the NFT, Crop Collective grants you a worldwide, royalty-free, non-exclusive license (without the right to assign or sublicense) to use, copy, and display the Crop Collective NFT, along with any extensions that you choose to create or use, solely for the following purposes: (a) for your own personal, non-commercial use; or (b) as part of a marketplace that permits the purchase and sale of your Crop Collective NFT, provided that the marketplace cryptographically verifies each such NFT owner’s rights to display the Art to ensure that only the actual owner can display the Art.

ii. Commercial Use: subject to your continued compliance with this Agreement and your maintenance of ownership of the NFT, Crop Collective grants you a worldwide, royalty-free, non-exclusive license (without the right to assign or sublicense) to use, copy, and display that Crop Collective NFT for the purpose of creating derivative works based upon such NFT. 

Your purchase of a Crop Collective NFT means you have full ownership rights in that Crop Collective NFT, including the right to store, sell and transfer your NFT. Your rights and interest in your Crop Collective NFT and any Content provided by this Agreement will immediately terminate upon any subsequent sale, transfer, dispossession, burning, or other relinquishment of your Crop Collective NFT.

Any use of the Content other than as expressly authorized herein, without our prior explicit written permission (which permission may be granted, withheld, conditioned, or delayed in our sole and absolute discretion), is strictly prohibited and shall immediately terminate your right to access and use the Platform and all rights and licenses granted to you by this Agreement. Such unauthorized use may also violate applicable laws including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes.

The trademarks, service marks, trade names and logos, including Crop Collective, and any third-party marks used and displayed through the Platform are trademarks of Crop Collective, its licensors, Affiliates or sponsors, and may not be used by you other than to describe your Crop Collective NFT.

The animations, page headers, custom graphics, button icons, style sheets and scripts that contribute to the “look and feel” of the Platform are service marks, trademarks and/or trade dress of Crop Collective and may not be copied, imitated or used, in whole or in part, in connection with any product or service that is not expressly authorized by Crop Collective in writing, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Crop Collective and/or any of its Affiliates.

You may choose to submit comments, bug reports, ideas, or other feedback about the Platform, including, without limitation, about how to improve the Platform by contacting us on the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose in our sole and absolute discretion.

You agree not to circumvent, disable, or otherwise interfere with security-related features of the Platform that prevent or restrict use or copying of any Content or enforce limitations on use of the Content. By accessing our Platform, you agree not to use any data mining, robots, scraping, or similar data gathering or extraction methods.

3. Representations and Warranties. By using this Platform, you expressly represent, warrant, and acknowledge the following:

A. You are not a citizen or resident of a state, country, territory, or other jurisdiction that is embargoed by the United States or where your use of the Platform would be illegal or otherwise violate any applicable law. Specifically, you represent that you are not located in, organized in, or a resident of Cuba, Iran, Syria, North Korea, the Crimea region, Venezuela, or any other jurisdiction where Applicable Law prohibits you from accessing or using the Platform; and you represent that you are not, and have never been, named on any country’s specially designated and blocked persons list.

B. You have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any transactions that you engage in on the Platform. Further, you acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of, blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand this Agreement and to understand the risks and implications of purchasing a Crop Collective NFT.

You have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks, and applicable compliance requirements under Applicable Law of acquiring an NFT, and assume all financial risks associated with acquiring such NFTs and/or otherwise engaging in transactions with such NFTs or else on the Ethereum Blockchain. You know, understand, and accept the risks associated with your Ethereum Address, the Ethereum Blockchain, ETH and NFTs.

BY ACCESSING THE PLATFORM, YOU EXPRESSLY REPRESENT AND WARRANT THAT YOU (i) HAVE READ AND UNDERSTAND THIS AGREEMENT, (ii) ARE AT LEAST 18 YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (iii) THAT YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

4. Restrictions. You are solely responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with this Agreement and any Applicable Laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party acting on your behalf to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users’ use of the Platform; (vii) use the Platform for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Platform; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (x) use any technology to collect information about the Platform for any unauthorized purpose; (xi) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services; (xii) use any Content in movies, videos or other forms of media, except to the limited extent that such use is expressly permitted by this Agreement or solely for your own personal, non-commercial use; (xiii) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of any Content; (xiv) attempt to trademark, copyright or otherwise acquire any intellectual property rights in or to any Content; and/or (xv) otherwise utilize any Content for your or any third party’s commercial benefit. If you engage in any of the activities prohibited by this section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your usage and/or user account.

5. Disclaimers and Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE PLATFORM, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (iii) USAGE DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, (iv) THE PLATFORM OR ANY CONTENT OR FEATURES MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE PLATFORM WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY NETWORK NOR DO WE HAVE ANY CONTROL OVER, AND MAKE NO GUARANTEES REGARDING, ANY SMART CONTRACTS, INCLUDING, WITHOUT LIMITATION, THE FUNCTIONALITY OF OUR SMART CONTRACT.

YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (a) THE AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE THAT THE CLAIM IN QUESTION AROSE AND EXPRESSLY NOTIFIED TO US WITH CONFIRMED RECEIPT, OR (b) US$400.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON YOUR REPRESENTATIONS AND WARRANTIES, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ERRORS OR FAILURES TO EXECUTE ANY PURCHASE OF YOUR CROP COLLECTIVE NFT, INCLUDING, WITHOUT LIMITATION, ERRORS OR FAILURES CAUSED BY: (i) YOUR FAILURE TO FOLLOW OUR INSTRUCTIONS; (ii) ANY LOSS OF CONNECTION TO OUR PLATFORM UNLESS CAUSED BY OUR WILLFUL GROSS NEGLIGENCE; (iii) A FAILURE OF ANY SOFTWARE OR DEVICE USED BY YOU TO PURCHASE YOUR CROP COLLECTIVE NFT; OR (iv) FOR ANY OTHER FAILURE TO EXECUTE YOUR CROP COLLECTIVE NFT PURCHASE OR FOR ERRORS OR OMISSIONS IN CONNECTION WITH THIS ACTIVITY UNLESS CAUSED BY OUR WILLFUL GROSS NEGLIGENCE. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS.

6. Assumption of Risk.

Please be aware that prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and/or cryptocurrencies may impact the price of your Crop Collective NFT. Value of NFTs is inherently subjective and factors occurring outside of the Platform may impact the value and desirability of any particular Crop Collective NFT.

By purchasing, holding and using a Crop Collective NFT, you expressly acknowledge and assume all risks associated therewith including, but not limited to: (i) forgotten passwords; (ii) inability to access or use your digital wallet for any reason; (iii) mistyped addresses or improperly constructed instructions when transmitting or receiving Crop Collective NFTs or any cryptocurrency; (iv) errors in the smart contract that mints Crop Collective NFTs; (v) errors in the Crop Collective NFTs; (vi) errors in our Platform; (vii) inability to access or transfer a Crop Collective NFT; (viii) inability to use, access, copy, or display any Content; (ix) blockchain malfunctions or other technical errors; (x) server failure or data loss; (xi) telecommunications failures; (xii) unfavourable regulatory determinations or actions (including with respect to NFTs or cryptocurrencies in general); (xiii) taxation of NFTs or cryptocurrencies; (xiv) uninsured losses; (xv) unanticipated risks; (xvi) volatility risks in the value of Crop Collective NFTs and cryptocurrencies; (xvii) cybersecurity attacks; (xviii) weaknesses in Crop Collective’s security; (xix) personal information disclosure; (xx) unauthorized access to applications; and/or (xxi) unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code; and the use of phishing, sybil attacks, 51% attacks, brute forcing, changes to the protocol rules of the Ethereum Blockchain (such as, forks), or other means of attack that affect, in any way, the Crop Collective NFTs or the Content (together, the “Platform Risks). 

Nothing on this Platform is intended to be an offering of securities in any jurisdiction nor does it constitute an offer to purchase shares, securities, or other financial products. 

You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.

NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. It is possible that new regulations could negatively impact such technologies impacting the value of your Crop Collective NFT. You understand and accept all risk in that regard, and further understand that we bear no responsibility to notify you of any changes with respect to the regulatory landscape of NFTs, cryptocurrencies and/or blockchain technology.

Crop Collective is not responsible for any transaction between you and a third party (including, but not limited to, Third-Party Site or Secondary Marketplaces) and shall have no liability in connection with any such transaction.

You assume all risk for any disruptions or other issues that may occur on the Ethereum Blockchain and/or impacts Ethereum or NFT functionality.

Crop Collective cannot and does not represent or warrant that any Crop Collective NFT, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements.

In addition to assuming all the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to acquire the Crop Collective NFT.

7. Indemnification and Release.

You agree to indemnify, defend and hold harmless Crop Collective and its Affiliates, licensors, suppliers and sponsors, and each of their respective directors, officers, members, shareholders, managers, agents, contractors, partners, advisors, employees, licensors, content creators, and suppliers (collectively, the “Crop Collective Indemnified Parties”) from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees (collectively, “Liabilities”) arising out of or in any way related to (i) your breach of this Agreement, (ii) your misuse of the Platform, (iii) your violation of any intellectual property right or other rights of another party, and/or (iv) your violation of Applicable Laws, rules or regulations in connection with your access to or use of the Platform. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement or your Licensed Rights.

To the maximum extent permitted by Applicable Law, you hereby irrevocably and unconditionally release and waive all claims against any Crop Collective Indemnified Parties from any and all Liabilities of every kind and nature, arising out of or in any way connected with your use of the Platform or purchase of a Crop Collective NFT. To the extent that you do have any claims against Crop Collective, you agree that: (i) any and all disputes, claims and causes of action against Crop Collective arising out of or connected with your use of the Platform shall be resolved individually, without resort to any form of class action; and (ii) any and all claims, judgments and awards shall be limited to actual and documented damages and out-of-pocket costs incurred, but shall in no event include attorneys’ fees or litigation costs (such as, court filing fees and related costs).

8. Termination. We reserve the right, in our sole and absolute discretion, to refuse, suspend, restrict or terminate your access to the Platform, or any portion thereof, without notice to you and for any reason or no reason. You acknowledge that we have the right, but not the obligation, exercisable in our sole and absolute discretion, to suspend or terminate your access to all or part of the Platform: (i) at the request of law enforcement or other government agencies; (ii) if the Platform is discontinued or materially modified; (iii) upon the occurrence of any technical or security issues or problems; (iv) if you engage in any conduct that we believe, in our sole and absolute discretion, violates any provision of this Agreement or other incorporated agreements or guidelines or violates the rights of Crop Collective or third parties; or (v) upon any breach by you of this Agreement. The exercise of our right to restrict or terminate your access to the Platform, whether or not ultimately determined to be justified, will not, under any circumstances, constitute our breach under this Agreement. Neither the exercise nor the failure to exercise such right to restrict or terminate your access to the Platform will constitute an election of remedies or limit us in any manner in the enforcement of any other remedies available to us.

9. Modifications. We reserve the right to make changes to the terms and conditions, at any time and from time to time, at our sole and absolute discretion. If any changes are made to this Agreement, we will provide you with written notice of such changes by providing a notice on our Platform or updating the date at top of this Agreement. Any changes made to this Agreement will go into effect on the date they are made, and your continued access to the Platform, or your use after the terms have been updated which constitute your binding acceptance of these updates. If you do not agree to the revised terms and conditions, you may not access or use our Platform.

10. Severability. These Terms (including those terms incorporated herein by reference) are the entire Agreement between you and us with respect to Crop Collective, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to Crop Collective. If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11. General. Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. For any waiver of compliance with this Agreement to be binding on us, one of our authorized representatives must provide you with written notice of that waiver. There are no third-party beneficiaries to this Agreement. Nothing in this Agreement create any agency, partnership, or joint venture. The language in this Agreement will be interpreted as to its fair meaning, and not strictly for or against any party. You may not assign any of your rights and/or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under this Agreement in our sole discretion to an Affiliate, or in connection with an acquisition, sale or merger. This Agreement and all matters related to it and/or Crop Collective NFT shall be governed by, construed, and enforced in accordance with the laws of Singapore.

12. Dispute Resolution; Arbitration. All disputes and/or claims arising out of or in connection with this Agreement, including without limitation your access or use of the Platform, or to any Crop Collective collection, will be exclusively referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The Tribunal shall consist of a single arbitrator and will be administered by SIAC Rules. The language of the arbitration shall be English. Each party will cover its own fees and costs associated with the arbitration proceedings. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE PLATFORM OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE PLATFORM, OR THE SMART CONTRACTS: (i) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY COURT; AND (ii) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.