Project Heirloom, Inc.

Terms of Use

Last Updated: March 29, 2022

Heirloom is an online service that provides users with the ability to create, store, and transmit blockchain-based assets, including without limitation, verified credentials, decentralized identities, and non-fungible tokens (the “Service”). Project Heirloom, Inc. (“Heirloom”, “we”, or “us”) makes the Service available to you. Before you use the Service, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these “Terms”).

YOUR USE OF THE SERVICE IN ANY WAY MEANS THAT YOU AGREE TO ALL OF THESE TERMS, AND THESE TERMS WILL REMAIN IN EFFECT WHILE YOU USE THE SERVICE. THESE TERMS INCLUDE THE PROVISIONS IN THIS DOCUMENT AS WELL AS THOSE IN THE PRIVACY POLICY, [LINK TO COPYRIGHT DISPUTE POLICY], AND ANY OTHER RELEVANT POLICIES. YOUR USE OF OR PARTICIPATION IN CERTAIN SERVICES MAY ALSO BE SUBJECT TO ADDITIONAL POLICIES, RULES, AND/OR CONDITIONS (“ADDITIONAL TERMS”), WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND YOU UNDERSTAND AND AGREE THAT BY USING OR PARTICIPATING IN ANY SUCH SERVICE, YOU AGREE TO ALSO COMPLY WITH THESE ADDITIONAL 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 SERVICE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION

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Any changes to these Terms will be in effect as of the “Last Updated” date referred to at the top of this page. You should review these Terms before using the Service.

Your continued use of the Service after the “Last Updated” date will constitute your acceptance of and agreement to such changes. When we make material updates to the Terms, we will attempt to notify you via the contact methods you’ve specified as part of your account creation.

You may not use the Service if you: (a) do not agree to these Terms; (b) are not of the age of majority in your jurisdiction of residence and do not have your legal guardian’s written permission to use the Service; or (c) are prohibited from accessing or using the Service or any of the Service’s contents, products or Service by applicable law.

By using the service, you affirm that you are of legal age (as specified below) to enter into these Terms. You affirm that if you are using the service on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.

1. HOW THE SERVICE WORKS

The Service provides a suite of tools designed to help you create, store, and transmit blockchain-based assets. Among other things, Heirloom works together with its credential-granting partners (each a “Credential Partner”) to create blockchain-based digital assets reflecting certain credentials you may have been awarded from time to time, such as a university degree, a certificate stating that you’ve completed a course of study, or a license you’ve been granted to perform a certain activity (each a “Credential”). Each Credential we create is a verifiable credential, and may or may not have a corresponding non-fungible token (an “NFT”) on a blockchain network.

YOUR CREDENTIALS ARE PERSONAL TO YOU. Credentials reflect your own personal achievements and authorizations and are not intended to be assigned, conveyed, sold, licensed, or otherwise transferred to anyone else. Accordingly, you may not assign, convey, sell, license, or otherwise transfer any of your right, title, or interest in or to such Credentials to any third party without the prior written consent of both Heirloom and the applicable Credential Partner. Any attempt to assign, convey, sell, license, or otherwise transfer any such right, title, or interest in or to such Credentials without such consent is void and ineffective.

While your account is active and in good standing, we will use reasonable efforts to make the Service and its features and functionalities reasonably available to you.

2. ACCOUNT SET-UP AND SECURITY

2.1. Set-Up. In order to use the Service, you need a web browser (such as the Google Chrome web browser) or our mobile application. You will also need a supported electronic wallet, which will enable you to receive, store, and transmit Credentials via the Service and its integrations with our third-party partners.

2.2. Registration. You may be required to sign up for an account, select a password and user name (“Heirloom User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Heirloom User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission

2.3. Third-Party Credentials. Additionally, you may be able to access certain parts or features of the Service by using your account credentials from other Services (each, a “Third Party Account”), such as those offered by Google. By using the Service through a Third Party Account, you permit us to access certain information from such account for use by the Service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third-Party Account.

2.4. Security. You are responsible for the security of your account and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account or your electronic wallet, you must notify us immediately at [email protected] You will not share your Heirloom User ID, account, or password with anyone, and you must protect the security of your Heirloom User ID, account, password, and any other access tools or credentials. You’re responsible for any activity associated with your Heirloom User ID and account.

2.5. Messaging. As part of the Service, you may receive communications through the Service, including messages that Heirloom sends you (for example, via email or SMS). When signing up for the Service, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Service and providing us with your wireless number, you confirm that you want Heirloom to send you information regarding your account or transactions with us, which may include Heirloom using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Heirloom, and you represent and warrant that each person you register for the Service or for whom you provide a wireless phone number has consented to receive communications from Heirloom. You agree to indemnify and hold Heirloom harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

2.6. Transmission of Credentials to Third-Party Partners. You can use the Service to facilitate the receipt, storage, and transmission of your Credentials via the Service and its integrations with our third-party partners.

3. USE, OWNERSHIP, AND RESTRICTIONS

CREDENTIALS WILL ONLY BE TIED TO YOU AND RECOGNIZED BY US IF THE APPLICABLE CREDENTIAL PARTNER VERIFIES THAT THE CREDENTIAL IS TIED TO YOU AND ALLOWS YOU TO CLAIM IT. . WE MAY MAKE AVAILABLE THE ABILITY TO TRANSFER CERTAIN ASPECTS OF AN NFT (E.G., THE PRESENTATION LAYER) OUTSIDE THE SERVICE. YOU ACKNOWLEDGE ONCE AN NFT HAS BEEN TRANSFERRED OUTSIDE THE SERVICE, YOU ARE FULLY RESPONSIBLE FOR MAINTAINING THE SECURITY OF THE NFT AND ALL RELATED THIRD-PARTY IP. YOUR USE OF THE NFT WILL BE ENTIRELY AT YOUR OWN RISK. WE DO NOT CONTROL OR ENDORSE MINTING, ISSUANCES, PURCHASES, OR SALES OF NFTS OUTSIDE THE SERVICE. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING OR FACILITATING TRANSACTIONS IN NFTS OUTSIDE THE SERVICE.

3.1. Credential Ownership. You do not “own” your Credentials – our Credential Partners do. Each Credential is subject to the terms under which it has been granted by the applicable Credential Partner. For example, if the Credential Partner is an accredited university and the Credential represents a degree you’ve been awarded by that university, the Credential can be revoked in accordance with the university’s applicable rules (e.g., if the university discovers that you committed academic misconduct in the course of earning your degree). Accordingly, we reserve the right to revise or revoke Credentials on behalf of, and at the direction of, our Credential Partners. Your Credential may contain additional intellectual property such as logos or other trademarks or copyrighted works of authorship owned or controlled by third parties, such as the applicable Credential Partner (“Third Party IP”). When you are issued a Credential, you are granted a limited, personal, non-transferable, non-sublicensable, nonexclusive right and license to use, reproduce, and publicly display your Credentials and to transmit your Credentials to our third-party partners, in each case: (i) via the Service or any authorized blockchain network that is compatible with the Service; (ii) for your own personal, non-commercial use; and (iii) including any Third Party IP contained therein. You acknowledge and agree that: (a) you do not have any right to use any Third Party IP in any way except as contained within the Credential and subject to the licenses and restrictions set forth herein; (b) depending on the nature of the license granted from the Third Party IP’s owner, we may need to (and hereby reserve the right to) pass through additional restrictions on use of such Third Party IP; and (c) if we inform you of such additional restrictions, you are responsible for complying with such restrictions from the date you receive notice and your failure to do so will be deemed a breach of this Section 3.

3.2. We Own the Service. 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 the Service, and all intellectual property rights therein (including, without limitation, all designs, systems, methods, information, computer code, software, Service, “look and feel”, organization, compilation of the content, data, and all other elements of the Service (collectively, the “Service Materials”)). You acknowledge that the Service Materials are protected by copyright, trade dress, patent, and trademark laws, other relevant intellectual property and proprietary rights, and applicable laws. All Service Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Service or otherwise contained in the Service Materials are proprietary to us or our licensors.

3.3. No User License or Ownership of the Service Materials. Except for the access rights expressly set forth herein, your use of the Service does not grant you ownership of or any rights with respect to any content, code, data, or other Service Materials that you may access on or through the Service. We reserve all rights in and to the Service Materials that are not expressly granted to you in these Terms. For purposes of clarity, you acknowledge and agree that: (i) your issuance of a Credential, whether via the Service, from a Credential Partner or otherwise, does not give you any rights or licenses in or to the Service Materials other than those expressly contained in these Terms; (ii) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Service Materials without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (iii) 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.

3.4. Use Restrictions. 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 or except as expressly permitted under these Terms: (i) modify your Credential (or any portion thereof) in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use your Credential (or any portion thereof) to advertise, market, or sell any third party product or service; (iii) use your Credential (or any portion thereof) 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; (iv) 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 Third Party IP contained within your Credential; (v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to your Credential (or any portion thereof); or (vi) otherwise utilize your Credential for your or any third party’s commercial benefit.

3.5. Other Terms of License. The licenses granted in Section 3.1 above applies only to the extent that the applicable Credential remains valid. If at any time your Credential becomes invalid for any reason, the license granted in Section 3.1 will immediately expire with respect to that Credential without any requirement to provide you notice, and you will have no further rights in or to the Third Party IP for that Credential. The restrictions in Sections 3.1, 3.4, and 3.5 will survive the expiration or termination of these Terms.

3.6. User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Service, including without limitation about how to improve the Service (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, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

3.7. Other User Submissions. Anything you post, upload, share, store, or otherwise provide through the Service is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Service. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations, and will not be for the purpose of any of the Prohibited Activities in Section 4.

3.8. License to User Submissions. By submitting User Submissions through the Service, you hereby do and shall grant Heirloom a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Service and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Service (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Service. For clarity, the foregoing license grants do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

3.9. Sharing User Submissions to Third-Party Accounts. If you share User Submissions from the Service with others through your Third-Party Accounts, such as your social networks, you authorize Heirloom to share that information with the applicable Third-Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute User Submissions, you must be able to edit or delete any User Submissions you redistribute, and you must edit or delete them promptly upon our request. Finally, you understand and agree that Heirloom, in performing the required technical steps to provide the Service to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, Service, or media, and the foregoing licenses include the rights to do so.

4. PAYMENT

4.1. Paid Service. The Service may be free or we may charge a fee for using the Service. If you are using a free version of the Service, we will notify you before any Service you are then using begins carrying a fee, and if you wish to continue using such Service, you must pay all applicable fees for such Service. Certain features of our Service may be subject to payments now or in the future (the “Paid Service”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. For example, there may be a fee for downloading or installing the Service through the App Store (as defined below) linked to your specific device. You agree to comply with, and your license to use our mobile application is conditioned upon your compliance with, such App Store terms and conditions. Any refunds relating to the applications or inquiries regarding refunds relating to the applications shall be handled solely by the applicable App Store in accordance with such App Store’s terms and conditions.

4.2. Billing. We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your account on the Service (your “Billing Account”) for use of the Paid Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc., Apple, Inc., Google LLC, and Wyre, Inc. as our Payment Processors. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Service, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Service in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

4.3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

4.4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICE AS SET FORTH ABOVE.

4.5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

4.6. Data and Text Messaging Charges. Note that if you elect to receive text messages through the Service, data and message rates may apply. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Service.

5. CONDITIONS OF USE AND PROHIBITED ACTIVITIES

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

5.1. Prohibited Activities. Without limiting the foregoing, you represent, warrant, and covenant that your use of the Service will not (and that you will not allow any third party to):

(a) in any manner involve:

(i) the sending, uploading, distributing, or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(ii) the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

(iii) the uploading, posting, transmitting, or otherwise making available through the Service any content that infringes the intellectual proprietary rights of any party;

(iv) using the Service to violate the legal rights (such as rights of privacy and publicity) of others;

(v) engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);

(vi) interfering with other users’ enjoyment of the Service;

(vii) exploiting the Service for any unauthorized commercial purpose;

(viii) modifying, adapting, translating, or reverse engineering any portion of the Service;

(ix) removing any copyright, trademark, or other proprietary rights notices contained in or on the Service or any part of it;

(x) reformatting or framing any portion of the Service;

(xi) displaying any content on the Service that contains any hate-related or violent content or contains any other material, products, or Service that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

(xii) using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose;

(xiii) accessing or using the Service for the purpose of creating a product or service that is competitive with any of our products or Service;

(xiv) abusing, harassing, or threatening another user of the Service or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or

(xv) using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening, or vulgar language when communicating with another user of the Service or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers;

and/or

(b) in any manner involve:

(i) creating user accounts by automated means or under false or fraudulent pretenses;

(ii) the impersonation of another person (via the use of an email address or otherwise);

(iii) using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);

(iv) using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Service;

(v) acquiring Credentials through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Credential and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Credential or selling, gifting or trading the Credential to someone else); or

(vi) the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Service; or

(vii) or otherwise result in the wrongful seizure or receipt of any Credentials or other digital assets

(collectively, the “Prohibited Activities”).

5.2. Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Credentials from the Service.

NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR CREDENTIALS FROM THE SERVICE, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (I) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (II) TO IMMEDIATELY CONFISCATE ANY CREDENTIALS (INCLUDING THEIR UNDERLYING NFTS) THAT WERE ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

6. MOBILE APPLICATION ACCESS

6.1. App Stores. The Service is also available to you on mobile platforms. You acknowledge and agree that the availability of our mobile application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

6.2. App Store Purchases. Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the delivery of the Service. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-Service/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html). Heirloom is not a party to any In-App Purchase.

6.3. App Store Acknowledgements. These Terms apply to your use of the Service, including our iOS applications (the “Mobile App”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Mobile App:

(a) Both you and Heirloom acknowledge that the Terms are concluded between you and Heirloom only, and not with Apple, and that Apple is not responsible for the Mobile App or the Content;

(b) The Mobile App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Service for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Service;

(c) You will only use the Mobile App in connection with an Apple device that you own or control;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support Service with respect to the Mobile App;

(e) In the event of any failure of the Mobile App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Mobile App;

(f) You acknowledge and agree that Heirloom, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Mobile App;

(g) You acknowledge and agree that, in the event of any third-party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, Heirloom, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

(h) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

(i) Both you and Heirloom acknowledge and agree that, in your use of the Mobile App, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

(j) Both you and Heirloom acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

7. TERMINATION

7.1. You Terminate. You may terminate these Terms at any time by canceling your account on the Service and discontinuing your access to and use of the Service. If you cancel your account, or otherwise terminate these Terms, you will not receive any refund for anything and you acknowledge and agree that your termination will result in your Credentials no longer functioning properly on our third-party partners’ services.

7.2. We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Service without the provision of prior notice. You agree that any suspension or termination of your access to the Service may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

7.3. Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Service due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

7.4. Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Service. Without limiting the foregoing, 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 the Service.

7.5. Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information posted on the Service 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 1, 2, 3.2, 3.3, 3.4, 3.6, and 3.7 through 17 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM 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.

8. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THAT THE SERVICE 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, OUR AFFILIATES AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE AND ANY PART OF IT, 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 AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE; OR (IV) THE SERVICE OR ANY CONTENT, SERVICE, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE SERVICE, ANY RELATED BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, ANY BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET.

CREDENTIALS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED BY YOUR CREDENTIAL PARTNER AND ELECTRONIC WALLETS. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER ON A BLOCKCHAIN NETWORK. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN TECHNOLOGY, ANY BLOCKCHAIN NETWORK, ANY OTHER FEATURES OF THE SERVICE, RELATED BLOCKCHAIN NETWORKS, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING ANY NETWORK YOU CHOOSE TO SHARE YOUR CREDENTIALS ON, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

CREDENTIALS AND THEIR UNDERLYING NFTS ARE NOT A DIGITAL CURRENCY, SECURITY, COMMODITY, OR ANY OTHER KIND OF FINANCIAL INSTRUMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, INCLUDING THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH A POTENTIAL TOKEN HOLDER IS A RESIDENT. YOUR CREDENTIALS AND THEIR UNDERLYING NFTS ARE NOT BEING OFFERED OR DISTRIBUTED TO AND CANNOT BE RESOLD OR OTHERWISE ALIENATED BY THEIR HOLDERS TO, CITIZENS OF, NATURAL AND LEGAL PERSONS, HAVING THEIR HABITUAL RESIDENCE, LOCATION, OR THEIR SEAT OF INCORPORATION IN THE COUNTRY OR TERRITORY WHERE TRANSACTIONS WITH NFTS ARE PROHIBITED OR IN ANY MANNER RESTRICTED BY APPLICABLE LAWS OR REGULATIONS. HEIRLOOM SHALL BEAR NO LEGAL RESPONSIBILITY FOR THE DISTRIBUTION OF CREDENTIALS OR OTHER NFTS WHICH, TO THE EXTENT THEY ARE DISTRIBUTED BY HEIRLOOM, ARE DEEMED DISTRIBUTED BY AND ON BEHALF OF YOU.

9. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, 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 SERVICE, DIMINUTION OF VALUE 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 THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.

10. ASSUMPTION OF BLOCKCHAIN- AND NFT-RELATED RISK

10.1. Inherent Risks with NFTs. There are risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connection malfunctions, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service, however caused.

10.2. Regulatory Uncertainty. The regulatory regime governing NFTs, blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and related blockchain networks, and therefore the potential utility of your Credentials.

10.3. Software Risks. Upgrades to the Service, a hard fork in certain blockchain networks, or a change in how transactions are confirmed on any related networks may have unintended, adverse effects on all blockchains. We are not responsible for any such adverse effects.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us and our respective affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys’ fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the Service (including any use not specified herein); and (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Service. You agree that we will have control of the defense or settlement of any such claims. We will attempt to provide you notice of any claim under this section at the contact information we have for you based in connection with your account.

12. THIRD PARTY SERVICE

The Service may include hyperlinks to, or integrations with, websites, resources, and Service offered by third parties (collectively, the “Third Party Service”). We have no control over any Third Party Service and your relationship with the third parties that offer such Third Party Service are subject to the applicable third party’s terms of service, privacy policy, and other relevant terms and conditions. You acknowledge and agree that we are not responsible for the availability of any Third Party Service, and that we do not endorse any advertising, products or other materials on or made available from or through any Third Party Service. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third Party Service, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any Third Party Service.

13. FORCE MAJEURE

13.1. Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect on or after the date of this agreement; (vi) strikes, labour stoppages or slowdowns or other industrial disturbances; (vii) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (viii) other similar events beyond our control.

13.2. Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 13, we may thereafter terminate these Terms upon fifteen (15) days’ written notice.

14. CHANGES TO THE SERVICE

We are constantly trying to improve our Service, so these Terms may need to change along with our Service. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located, send you an email, and/or notify you by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us

15. PRIVACY MATTERS

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

You affirm that you are over the age of 16. The Service is not intended for children under 16. If you are under the age of 16, you may not use the Service. We do not knowingly collect information from or direct any of our content specifically to children under the age of 16. If we learn or have reason to suspect that you are a user who is under the age of 16, we will unfortunately have to close your account. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. The Service is for users who are ages 16 and older. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Service or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at [email protected] Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Service.

16. DISPUTE RESOLUTION; BINDING ARBITRATION

16.1. Binding Arbitration. In the event of a dispute between the parties relating to these Terms, we will use commercially reasonable efforts designed to resolve the dispute. If the dispute is not resolved within fifteen (15) calendar days of its initiation, either party may seek to resolve the dispute in binding arbitration before JAMS, Inc. (“JAMS”) before a single arbitrator reasonably agreeable to both parties. If we cannot agree on a single arbitrator within ten (10) business days after the commencement of the arbitration, each party shall select a neutral arbitrator, and the two (2) selected arbitrators shall select a neutral third arbitrator. All arbitrators must have reasonable training and industry experience relevant to the particular dispute. The arbitration shall be held in accordance with JAMS’ Streamlined Arbitration Rules & Procedures in Los Angeles County, California unless otherwise mutually agreed. The decision shall be binding on the parties and shall be final and nonappealable. Except with respect to actions (i) concerning a party’s violation of the other party’s intellectual property rights, (ii) to enforce any arbitration award between the parties, or (iii) for claims of equitable relief, the dispute resolution process set forth in this Section 16.1 sets forth each party’s sole and exclusive remedy for resolving disputes.

16.2. Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

17. GENERAL

17.1. Entire Agreement. These Terms and our Privacy Policy, and the Additional Terms (including the Copyright Dispute 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 access to and use of the Service, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Service, whether oral or written.

17.2. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

17.3. Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

17.4. Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

17.5. No Waivers. Our 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.

17.6. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of California, and applicable federal law, without regard to the conflicts of laws provisions thereof.

17.7. Venue. Subject to Section 16 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the state courts of Los Angeles, California and the federal courts of the Central District of California. You hereby irrevocably consent to the personal jurisdiction of such courts.

17.8. Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Service. By providing us with your email address and other information during account creation, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

17.9. Assignment. You may not assign, delegate, or otherwise transfer any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may freely assign, delegate, or otherwise transfer our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. Any non-permitted assignment, delegation, or other transfer of these Terms will be void and of no effect.