These terms of service, together with any documents and additional terms they expressly incorporate by reference and any other terms and conditions or other agreement that Asset Token Ventures, LLC and its directly or indirectly controlled affiliates, including without limitation, Asset Token Ventures Fund I, LLC, Asset Token Ventures Fund II, LLC and ATV Fund II (US), LLC (“ATV,” “we,” “us” and “our“) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your“) (collectively, these “Terms“), are entered into between ATV and you concerning your use of, and access to, ATV’s websites, including atvfund.io, and ATV’s web applications, mobile applications, and all associated sites linked thereto by ATV or its affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site“) and the Services (as defined in Section 2.1).

THESE TERMS ARE SEPARATED INTO TWO PARTS: (A) PART I OF THESE TERMS SETS OUT THE GENERAL TERMS THAT APPLY TO THE SITE AND THE SERVICES (“GENERAL TERMS”); AND (B) PART II OF THESE TERMS SETS OUT THE TOOL SPECIFIC TERMS (AS DEFINED IN THE PARAGRAPH DIRECTLY BELOW). Unless otherwise specified, all references to Sections in these Terms are references to Sections in the General Terms.

NOTICE REGARDING TOOLS: As part of the Services (as defined in Section 2.1), ATV may provide you the ability to access certain self-service tools that are deployed on blockchain networks (each, a “Tool”). For example, ATV may enable you to access Tools through messaging protocols to interact with centralized or decentralized applications; APIs; and other software that ATV has developed or otherwise makes available to you. Each Tool may be subject to additional terms that are specific to that Tool, including the Tool Specific Terms that are described in Part II of these Terms (the “Tool Specific Terms”). ATV provides access to Tools for convenience only. You are solely responsible for your use of, and interactions with, any Tool, and you are solely responsible for reviewing and complying with any and all applicable eligibility requirements. If you use or otherwise interact with a Tool, you do so at your own risk. You expressly relieve ATV from any and all liability arising from any noncompliance with applicable eligibility requirements or your use of any Tools. Entering into bilateral transactions (including smart contract based decentralized transactions) involving the Tools and/or cryptocurrency or other blockchain based assets (collectively, “Digital Assets”) is not part of the Services and any such activities or transactions are done at your own risk. You acknowledge and agree that ATV does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through a blockchain. You acknowledge that any execution, settlement or clearing of decentralized blockchain transactions (including involving a Digital Asset) occurs directly on the Aptos blockchain (or such other blockchain as may be indicated in the relevant Services interface) and that ATV is not involved in or responsible for any such activity or transactions.

By clicking “I agree” (or similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 14, and acknowledge that you have read and understood our Privacy Policy(opens in a new tab) as further described in Section 15.1. If you do not agree to these Terms, then you must not access or use the Site or the Services. Please carefully review the disclosures and disclaimers set forth in Section 12 and elsewhere in these Terms in their entirety before accessing or using any software, services, or other offerings developed, owned or otherwise made available by ATV. These Terms set forth important details about the legal obligations associated with your use of the Services.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER IN SECTION 14 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 14, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

PART I: General Terms

1. Modifications to These Terms

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.

2. Use of Services

2.1 The Services. The Site provides information regarding and, subject to eligibility requirements and the successful completion of ATV’s onboarding process and the ability to access certain services operated by ATV, as well as certain Tools (collectively, “Services”).

2.2 Conditions. As a condition to accessing or using the Services or the Site, you represent and warrant to ATV the following:

2.2.1 if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;

2.2.2 you are not a resident, national, or agent of Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine or any other country to which the United States embargoes goods or imposes similar sanctions (collectively, “Restricted Territories“);

2.2.3 you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, “Sanctions Lists Persons“) and you do not intend to transact with any Restricted Person or Sanctions List Person;

2.2.4 you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; and

2.2.5 your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that 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 domestic or foreign federal, provincial or state, territory, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over ATV, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws“); or (b) contribute to or facilitate any illegal activity.

2.3 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:

2.3.1 from time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that ATV or any of its suppliers or contractors may undertake from time to time; (c) causes beyond ATV’s control or that ATV could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;

2.3.2 we reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;

2.3.3 the Site and the Services may evolve, which means ATV may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion;

2.3.4 the general pricing information provided on the Site is informational and does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with ATV;

2.3.5 ATV does not act as an agent for you or any other user of the Site or the Services;

2.3.6 you are solely responsible for your use of the Services, including all of your transfers of Digital Assets and the custody and control of your Digital Assets;

2.3.7 to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;

2.3.8 you are solely responsible for reporting and paying any taxes applicable to your use of the Services; and

2.3.9 we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk.

2.4 As a condition to accessing or using the Services or the Site, you covenant to ATV the following:

2.4.1 in connection with using the Services, you only will transfer legally-obtained Digital Assets that belong to you;

2.4.2 you will comply with all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;

2.4.3 any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry our actions using such Digital Assets;

2.4.4 in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will, at all times, (a) ensure that all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) maintain the security and confidentiality of your private keys associated with your public Aptos address, passwords, API keys, private keys associated with your Services account and other related credentials.

3. Fees and Price Estimates

In connection with your use of the Services, you are required to pay all fees necessary for interacting with Aptos or any other applicable blockchain, including transaction costs, as well as any other fees reflected on the Site at the time of your use of the Services. Where relevant, although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with Aptos or any other applicable blockchain.

4. No Professional Advice or Fiduciary Duties

Unless otherwise stated, all information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. Prohibited Activity

You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses“). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at [email protected].  By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:

5.1 violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the US Department of Treasury’s Office of Foreign Asset Controls;

5.2 engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of ATV’s intellectual property, name, or logo, including use of ATV’s trade or service marks, without express consent from ATV or in a manner that otherwise harm ATV; any action that implies an untrue endorsement by or affiliation with ATV;

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

5.4 engage in activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.

5.5 circumvent any content-filtering techniques, security measures or access controls that ATV employs on the Site, including, without limitation, through the use of a VPN;

5.6 use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;

5.7 provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud ATV, other users of the Services, or any other person;

5.8 use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

5.9 use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; 5.10 use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited;

5.10 harass, abuse, or harm of another person or entity, including ATV’s employees and service providers; impersonate another user of the Services or otherwise misrepresent yourself;

5.11 engage in activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by US law; or

5.12 encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

6. Content

You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non- exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium, or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content“), including, without limitation, for promoting ATV, its affiliates, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.

7. Proprietary Rights

7.1 Any ATV names, logos, and other marks used on the Site or as a part of the Services are trademarks owned by ATV, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of ATV or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.

8. Third-Party Services

The Services may enable you to access or view links to other World Wide Web or accessible sites, applications, or resources, and may enable you to access, download or otherwise interact with content, services, applications and/or resources provided by third parties (for example, eligible crypto wallet providers and blockchain networks) that are not owned or controlled by ATV (collectively, “Third-Party Services”), and certain functionality of the Service may require you to register for or otherwise use Third-Party Services. You acknowledge and agree that ATV is not responsible for the availability of such Third-Party Services, and that ATV does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Services. You further acknowledge and agree that ATV shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services, including without limitation your use of or reliance on any content, goods, or services available on or through any Third-Party Services.

YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTION OR TRANSACTION BY YOU WITH, ON OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY SERVICE’S TERMS AND CONDITIONS AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE, AND ANY TRANSACTION AND/OR INTERACTION BY YOU WITH, ON OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICE.

9. Modification, Suspension, and Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including, without limitation, to only allow open ATV funds to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 7 through 15.

10. Assumption of Risks

10.1 By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like Aptos (APT); Aptos blockchain-based tokens, and systems that interact with blockchain-based networks. ATV does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Aptos blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that ATV is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Aptos blockchain or other blockchain-based network. Neither ATV nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

10.2 The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of ATV to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.

10.3 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update ATV-developed or owned software related to the Services to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.

10.4 You understand that the Aptos blockchain and other blockchain-based networks remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Aptos blockchain and other blockchain-based networks may be variable and may increase at any time causing impact to any activities taking place on the Aptos blockchain or other blockchain-based network, which may result in price fluctuations or increased costs when using the Services.

10.5 You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others ATV provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.

10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

10.7 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.

10.8 Use of the Services, in particular for Digital Assets transactions and entering into ATV funds, may carry financial risk. Digital Assets and decentralized protocols are highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in transacting in Digital Assets using ATV funds can be substantial. You should, therefore, carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given ATV pool transaction. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services.

10.9 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests and which may occur without notice to you.

10.10 You understand that the Service remains under development, which creates technological, transaction related, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of ATV or any other operator of the Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.

10.11 You hereby assume, and agree that ATV will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against ATV, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.

11. Indemnification

You will defend, indemnify, and hold harmless ATV, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties“) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services (including, without limitation, the Service); (b) Digital Assets associated with your Aptos or other applicable blockchain address; (c) any feedback or user content you provide to ATV, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, ATV (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether ATV wishes to settle, and if so, on what terms, and you agree to corporate with ATV in the defense.

12. Disclosures; Disclaimers

ATV IS A DEVELOPER AND OWNER OF SOFTWARE. ATV DOES NOT OPERATE A DIGITAL ASSET OR DERIVATIVES EXCHANGE PLATFORM OR OFFER TRADE EXECUTION OR CLEARING SERVICES AND, THEREFORE, HAS NO OVERSIGHT, INVOLVEMENT, OR CONTROL CONCERNING YOUR TRANSACTIONS USING THE SERVICES AND/OR TOOLS. ANY SECONDARY TRANSACTIONS BETWEEN USERS OF THE SERVICES ARE EXECUTED PEER-TO-PEER DIRECTLY BETWEEN THE USERS’ APTOS OR OTHER APPLICABLE BLOCKCHAIN ADDRESSES THROUGH A SMART CONTRACT. YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS THAT GOVERN YOUR USE OF THE SERVICES AND/OR TOOLS, INCLUDING, BUT NOT LIMITED TO, THE COMMODITY EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER BY THE US COMMODITY FUTURES TRADING COMMISSION (“CFTC“), THE FEDERAL SECURITIES LAWS AND THE REGULATIONS PROMULGATED THEREUNDER BY THE US SECURITIES AND EXCHANGE COMMISSION (“SEC“) AND ALL FOREIGN APPLICABLE LAWS. YOU UNDERSTAND THAT ATV IS NOT REGISTERED OR LICENSED BY THE USVI DIVISION OF BANKING AND INSURANCE, THE CFTC, SEC, OR ANY FINANCIAL REGULATORY AUTHORITY. ATV DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH APTOS OR OTHER APPLICABLE BLOCKCHAINS. IN GENERAL, DECENTRALIZED PROTOCOLS ARE OPEN SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. ATV IS NOT RESPONSIBLE FOR THE OPERATION OF DECENTRALIZED PROTOCOLS, AND ATV MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT OR FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED OR LEGAL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES (INCLUDING ANY DATA RELATING THERETO) WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, WE DO NOT WARRANT THAT ERRORS IN THE SITE OR THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTABLE.

YOU ACKNOWLEDGE THAT YOUR DATA ON THE SITE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT), PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

13. Limitation of Liability

IN NO EVENT SHALL ATV’S AGGREGATE LIABILITY (TOGETHER WITH ITS AFFILIATES, INCLUDING ITS AND ITS AFFILIATES’ RESPECTIVE STOCKHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS) ARISING OUT OF OR IN CONNECTION WITH THE SITE AND THE SERVICES (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, YOUR DIGITAL ASSETS, OR ANY TOOL, SERVICE OR OTHER ITEM MADE AVAILABLE BY OR ON BEHALF OF ATV, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY EXCEED THE LESSER OF US $50 OR THE AMOUNT OF FEES PAID BY YOU TO ATV UNDER THESE TERMS, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE THE RESULT OF ATV’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF THE LAW.

14. Dispute Resolution & Arbitration

14.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ATV AND LIMITS HOW YOU CAN SEEK RELIEF FROM ATV. This Section 14 (this “Arbitration Provision”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (b) access to or use of the Site or the Services; (c) any transactions through, by, or using the Site or the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a visitor to or user of the Site or the Services (each, a “Claim,” and, collectively, “Claims”). This Arbitration Provision applies, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms. You and ATV agree that any dispute arising out of or related to these Terms, the Site or the Services is personal to you and ATV and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding. Except as otherwise set forth in these Terms, the FAA (as defined in Section 15.7) governs the interpretation and enforcement of this Arbitration Provision.

14.2 Right to Opt Out. You have the right to opt out of this Arbitration Provision by sending written notice of your decision to opt out to [email protected] within 30 days after you first accept these Terms. Your notice must include your full legal name and address and an unequivocal statement of your intention to opt out of this Arbitration Provision. Opting out of this Arbitration Provision does not affect (a) the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought; or (b) any other arbitration agreements that you may currently have, or may enter in the future, with us.

14.3 Dispute Resolution Process. For any Claim, you agree that you will first contact us at [email protected] and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the JAMS International Arbitration Rules (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com(opens in a new tab), where the Rules are available. In the event of any conflict between the Rules and this Arbitration Provision, this Arbitration Provision will control. The seat of the arbitration shall be Miami, Florida, USA, and the language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party will bear their own attorneys’ fees and costs in any action subject to this Arbitration Provision; and the rule that the prevailing or substantially prevailing party be reimbursed attorneys’ fees and costs will not apply with respect to the arbitration or otherwise. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to these Terms in the courts referred to in this Section 14.2.

14.4 Class Action / Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL DISPUTES, CONTROVERSIES OR CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND ATV ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14.5 Equitable Relief. NOTHING IN THIS ARBITRATION PROVISION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

14.6 Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

15. General Information

15.1 Privacy Policy. Please refer to our Privacy Policy(opens in a new tab) for information about how we collect, use, share and otherwise process information about you.

15.2 Consent to Electronic Delivery. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications“) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at [email protected].

15.3 Remedies. Any right or remedy of ATV set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of ATV in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

15.4 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

15.5 Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, pandemic or epidemic, action of government, communications, power failure, or equipment or software malfunction.

15.6 Assignment. You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

15.7 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site or the Services, will be governed by and construed and enforced under the laws of the territory of the US Virgin Islands, without regard to its conflicts of laws rules. Notwithstanding the preceding sentence, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Provision and preempts all territory and state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights or other proprietary rights, including any provisional relief required to prevent irreparable harm, in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in the territory of the US Virgin Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts. You further agree that the territory of the US Virgin Islands is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Provision is found to be unenforceable.

15.8 Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

15.9 Entire Agreement. These Terms contain the entire agreement between you and ATV, and supersede all prior and contemporaneous understandings between you and ATV regarding the Site and the Services. For clarity, these Terms shall apply regardless of any separate agreements that you may have entered into in connection with an acquisition of tokens made available by ATV (including, without limitation, MBSToken I^TM and MBSToken II^TM), and any such other agreements shall remain in full force and effect.

15.10 Interpretation. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

15.11 No Third Parties. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties.

PART II: Tool Specific Terms

The Tool Specific Terms below are additional terms that apply to your access to and use of the specific Tools identified below. The Tool Specific Terms are incorporated by reference into and form a part of the Terms. Any capitalized terms not defined in the Tool Specific Terms have the meanings set forth above. In the event of any conflict between a provision in the General Terms and any applicable Tool Specific Terms, the provision in the applicable Tool Specific Terms will govern.

Bridge Tool Terms

The bridge tool (“Bridge Tool”) enables eligible users to interact with one or more public blockchains that underlie an asset-based token (“Token”) in order to bridge such Token from one blockchain to another blockchain.

1. Eligibility; Token Requirements

1.1 You may only access and utilize the Bridge Tool if you are eligible to hold a Token in accordance with and subject to (a) the Terms, including these Bridge Tool Specific Terms; and (b) the terms, conditions, and other eligibility and requirements established by the relevant issuer of such Token (“Token Requirements”).

1.2 YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE TOKEN REQUIREMENTS, AND THE PROVISION OF THE BRIDGE TOOL IS NOT A VERIFICATION OR CONFIRMATION BY ATV OF YOUR COMPLIANCE THEREWITH. WITHOUT LIMITING THE GENERALITY OF SECTION 12 (DISCLOSURES; DISCLAIMERS), YOU EXPRESSLY RELIEVE ATV FROM ANY AND ALL LIABILITY ARISING FROM ANY NONCOMPLIANCE WITH THE TOKEN REQUIREMENTS OR YOUR USE OF THE BRIDGE TOOL. ATV IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF ANY NONCOMPLIANCE WITH THE TOKEN REQUIREMENTS OR YOUR USE OF THE BRIDGE TOOL, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY ISSUES WITH A TOKEN ISSUER OR A BLOCKCHAIN NETWORK; (II) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (III) SERVER FAILURE OR DATA LOSS; (IV) CORRUPTED FILES; OR (V) 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 BRIDGE TOOL.

2. Wallet Connection and Other Third-Party Services

2.1 To use the Bridge Tool, you may be required to connect an eligible crypto wallet and provide certain information through functionality offered by a Third-Party Service, which may involve registering for, and accessing, downloading or otherwise installing additional software.

2.2 If you connect an eligible crypto wallet or otherwise connect to the Bridge Tool with a Third-Party Service, you give us and third parties (for example, validator addresses and other service providers that support the functionality of the Bridge Tool) permission to access and use your information from that Third-Party Service as permitted by that Third-Party Service, and if necessary, to store and use your credentials for that Third-Party Service.

3. Bridge Tool Fees

You may be required to pay certain fees (for example, gas fees) in order to instruct the execution of smart contracts in connection with the Bridge Tool and to otherwise use the Bridge Tool.

Converter Tool Terms

ATV’s “Converter” tool (“Convert Tool”) enables eligible users to convert non-rebasing tokens (“Non-Rebasing Tokens”) in order to acquire rebasing versions of such tokens (“Rebasing Tokens”) by facilitating the calling of associated third-party smart contract functions through an interface on the atvfund.io website, and vice-versa.

1. Eligibility

1.1 You may only access and utilize the Convert Tool if you are eligible in accordance with and subject to the Terms, including these Convert Tool Terms.

1.2 THE CONVERT TOOL IS NOT AVAILABLE TO ALL USERS AND MAY NOT BE AVAILABLE TO YOU. THE CONVERT TOOL IS NOT AVAILABLE TO CUSTOMERS THAT DO NOT MEET THE ELIGIBILITY REQUIREMENTS FOR THE APPLICABLE REBASING TOKEN OR NON-REBASING TOKEN (“ELIGIBILITY REQUIREMENTS”) AS MAY BE SET FORTH IN THE ATV DOCUMENTATION FOR SUCH TOKEN OR OTHERWISE COMMUNICATED OR MADE AVAILABLE BY ATV OR THE THIRD PARTY OFFERING AND/OR ISSUING SUCH TOKEN. FOR EXAMPLE, THE CONVERT TOOL IS NOT AVAILABLE TO CUSTOMERS THAT ARE LOCATED AND/OR ORGANIZED IN, OR RESIDENTS AND/OR CITIZENS OF, JURISDICTIONS WHERE ACQUIRING OR REDEEMING OR OTHERWISE TRANSACTING WITH THE APPLICABLE TOKEN IS PROHIBITED OR OTHERWISE RESTRICTED BY ATV OR BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, ALL SUCH CUSTOMERS SHALL BE DEEMED “RESTRICTED PERSONS” (AS DEFINED IN THE TERMS).

1.3 YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE ELIGIBILITY REQUIREMENTS. YOU EXPRESSLY RELIEVE ATV FROM ANY AND ALL LIABILITY ARISING FROM ANY NONCOMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS OR YOUR USE OF THE CONVERT TOOL. ATV IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF ANY NONCOMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS OR YOUR USE OF THE CONVERT TOOL, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) ANY ISSUES WITH ANY TOKEN ISSUER OR BLOCKCHAIN NETWORK; (II) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (III) SERVER FAILURE OR DATA LOSS; (IV) CORRUPTED FILES; OR (V) 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 CONVERT TOOL.

2. Wallet Connection and Other Third-Party Services

2.1 To use the Convert Tool, you may be required to connect an eligible crypto wallet and provide certain information through functionality offered by a Third-Party Service, which may involve registering for, and accessing, downloading or otherwise installing additional software.

2.2 If you connect an eligible crypto wallet or otherwise connect to the Convert Tool with a Third-Party Service, you give us and third parties (for example, validator addresses and other service providers that support the functionality of the Convert Tool) permission to access and use your information from that Third-Party Service as permitted by that Third-Party Service, and if necessary, to store and use your credentials for that Third-Party Service.

3. Convert Tool Fees

You may be required to pay certain fees (for example, gas fees) in order to instruct the execution of smart contracts in connection with the Convert Tool and to otherwise use the Convert Tool.