Legal

LEGAL Q: NON-FUNGIBLE TOKENS (NFT)

SHADOWBOX LEGAL A: WHITEPAPER

UPDATED: AUGUST 2019 (CURRENTLY UNDER REVISION)

COPYRIGHT NOTICE

THE COPYRIGHT OF THIS DOCUMENT BELONGS TO THE RINGSIDE FOUNDATION, LLC. PLAGIARISM IS STRICTLY PROHIBITED. IF YOU NEED TO REPRINT, PLEASE INDICATE THE SOURCE. THE RINGSIDE FOUNDATION, LLC RESERVES ALL RIGHTS TO PROTECT INTELLECTUAL PROPERTY OF THIS DOCUMENT THROUGH ALL LEGAL MEANS. THIS WHITEPAPER IS PUBLISHED BY THE RINGSIDE FOUNDATION, LLC (THE “CORPORATION,” OR THE “TOKEN GENERATOR”), ON BEHALF OF ITS NEW ENTITY UNDER FORMAL PROTOCOL, THE RINGSIDE FOUNDATION, LLC.

LEGAL NOTICE

PLEASE READ THIS DISCLAIMER SECTION CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, AND/OR OTHER PROFESSIONAL ADVISOR(S).

WHITEPAPER NOTICE

THE INFORMATION SET FORTH BELOW MAY NOT BE EXHAUSTIVE AND DOES NOT IMPLY ANY ELEMENTS OF A CONTRACTUAL RELATIONSHIP. WHILE WE MAKE EVERY EFFORT TO ENSURE THAT ANY MATERIAL IN THIS WHITEPAPER IS ACCURATE AND UP TO DATE, SUCH AS PRODUCTS, SERVICES, TECHNICAL ARCHITECTURE, TOKEN DISTRIBUTION, COMPANY TIMELINES, SUCH MATERIAL COULD BE SUBJECT TO CHANGE WITHOUT NOTICE AND IN NO WAY CONSTITUTES A BINDING AGREEMENT OR THE PROVISION OF PROFESSIONAL ADVICE. THE RINGSIDE FOUNDATION, LLC (AND/OR SHADOWBOX NETWORK AND TOKEN) – DOES NOT GUARANTEE, AND ACCEPTS NO LEGAL LIABILITY WHATSOEVER ARISING FROM OR CONNECTED TO, THE ACCURACY, RELIABILITY, CURRENCY, OR COMPLETENESS OF ANY MATERIAL CONTAINED IN THIS WHITEPAPER. POTENTIAL TOKEN HOLDERS SHOULD SEEK APPROPRIATE INDEPENDENT PROFESSIONAL ADVICE PRIOR TO RELYING ON, OR ENTERING ANY COMMITMENT OR TRANSACTION BASED ON MATERIAL PUBLISHED IN THIS WHITEPAPER, WITH AN UNDERSTANDING FOR WHICH TYPES OF MATERIAL ARE PURELY PUBLISHED FOR REFERENCE PURPOSES ALONE. PLEASE NOTE: TOKENS WILL NOT BE INTENDED TO CONSTITUTE SECURITIES IN ANY JURISDICTION (AS APPLICABLE).

THIS WHITEPAPER DOES NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND IS NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION FOR INVESTMENT IN SECURITIES IN ANY JURISDICTION (AS APPLICABLE). THE RINGSIDE FOUNDATION, LLC DOES NOT PROVIDE ANY OPINION ON ANY ADVICE TO PURCHASE, SELL, OR OTHERWISE TRANSACT WITH TOKENS AND THE FACT OF

PRESENTATION OF THIS WHITEPAPER SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON ABOUT, PER ANY CONTRACT OR INVESTMENT DECISION. NO PERSON IS BOUND TO ENTER ANY CONTRACT OR BINDING LEGAL COMMITMENT IN RELATION TO THE SALE AND PURCHASE OF TOKENS, AND NO CRYPTOCURRENCY OR OTHER FORM OF PAYMENT IS TO BE ACCEPTED BASED ON THIS WHITEPAPER (AS APPLICABLE).

DOCUMENTATION

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO PURCHASE SECURITIES, AS THAT TERM IS DEFINED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT” OR “THE ACT”, OR IN ANY OTHER JURISDICTION). A DEFINITIVE AND LEGALLY-BINDING OFFER TO PURCHASE OR SELL SECURITIES CAN ONLY BE MADE THROUGH A FORMAL OFFERING AGREEMENT FOR “SHBOX”, (THE “TOKEN SALE TERMS AND CONDITIONS” AGREEMENT). ANY DECISION TO PURCHASE TOKENS IN CONNECTION WITH SUCH PROSPECTIVE OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN ANY THEN-PROVIDED OFFERING AGREEMENT, WHICH SHOULD BE CAREFULLY-REVIEWED AND EVALUATED IN CONSULTATION WITH THE PROSPECTIVE PURCHASER’S OWN LEGAL, ACCOUNTING, INVESTMENT, TAX, AND ANY OTHER APPLICABLE ADVISORS, IN VIEW OF THE PROSPECTIVE PURCHASER’S OWN CIRCUMSTANCES. IN ANY CASE, THIS DOCUMENT DOES NOT CONSTITUTE A PURCHASE RECOMMENDATION REGARDING ANY TOKENS PROPOSED OR INTENDED TO BE OFFERED OR SOLD BY THE CORPORATION.

THE WHITEPAPER IS SUBJECT TO CONTINUAL REVIEW AND REVISION BY THE CORE TEAM AND/OR LEGAL ADVISORS OF THE RINGSIDE FOUNDATION, LLC. THIS WHITEPAPER IS NOT INTENDED TO BE COMPLETE, AND MAY BE UPDATED FROM TIME TO TIME WITH NO OBLIGATION BY THE RINGSIDE FOUNDATION, LLC CORE TEAM TO INFORM YOU OF ANY CHANGES. THIS WHITEPAPER SHALL NOT BE LEGALLY BINDING OR ENFORCEABLE BY ANY RECIPIENT AGAINST THE RINGSIDE FOUNDATION, LLC OR ANY OF ITS AGENTS OR AFFILIATES. ALL STATEMENTS, ESTIMATES. AND FINANCIAL INFORMATION, CONTAINED IN THE WHITEPAPER, MADE IN ANY PRESS RELEASES OR IN ANY PLACE ACCESSIBLE BY THE PUBLIC AND ORAL STATEMENTS THAT MAY BE MADE BY A TOKEN GENERATOR AND WHICH ARE NOT STATEMENTS OF HISTORICAL FACT CONSTITUTE “FORWARD-LOOKING STATEMENTS”. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL EVENTS OR RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THE ESTIMATES OR THE RESULTS IMPLIED OR EXPRESSED IN SUCH FORWARD – LOOKING STATEMENTS. PERSONS TO WHOM A COPY OF THE WHITEPAPER HAS BEEN DISTRIBUTED OR DISSEMINATED, PROVIDED ACCESS TO OR WHO OTHERWISE HAVE THE WHITEPAPER IN THEIR POSSESSION MAY NOT CIRCULATE IT TO ANY OTHER PERSONS, OR REPRODUCE OR OTHERWISE DISTRIBUTE THE WHITEPAPER OR ANY INFORMATION CONTAINED HEREIN FOR ANY PURPOSE WHATSOEVER, NOR PERMIT OR CAUSE THE SAME TO OCCUR. IN ANY CASE, NEITHER THIS WHITEPAPER NOR ANY PART OF IT MAY BE FURTHER DISSEMINATED WITHOUT THIS NOTE, ALONG WITH ALL OTHER LEGAL DISCLAIMERS AND DISCLOSURES HEREIN, INCLUDED IN ACCOMPANIMENT.

WITH THE EXCEPTION OF ACCREDITED INVESTORS WHO HAVE BEEN VERIFIED PURSUANT TO RULE 506 (C OF REGULATION D OF THE UNITED STATES SECURITIES ACT, THE CORPORATION WILL NOT ACCEPT TOKEN PURCHASE OFFERS FROM ANY U.S.

PERSON (WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT). NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY U.S. STATE SECURITIES AUTHORITY WITH RESPECT TO SALES OF THE TOKENS. NONE OF THE TOKENS SOLD OR TO BE SOLD BY THE CORPORATION HAVE BEEN OR WILL BE REGISTERED UNDER THE ACT. EXCEPT AS EXPLICITLY NOTED IN THE TOKEN SALE TERMS AND CONDITIONS, NO TOKENS SOLD BY THE CORPORATION MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “U.S.”), OR TO ANY U.S. PERSON (AS APPLICABLE). THIS WARNING IMPOSES A DISCLAIMER OF LIABILITIES AND WARRANTIES: THE USER EXPRESSLY KNOWS AND AGREES THAT THE USER IS USING THE ETHEREUM PLATFORM AT THE USER’S SOLE RISK. THE USER ACKNOWLEDGES THAT THE USER HAS AN ADEQUATE UNDERSTANDING OF THE RISKS, USAGE, AND INTRICACIES OF CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED OPEN SOURCE SOFTWARE, PLATFORM AND ETHEREUM.

THE USER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO RISKS OF, USE OF, OR INABILITY TO USE, ETHEREUM OR THE ETHEREUM PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NEITHER THE RINGSIDE FOUNDATION, LLC (I.E. INCLUDING ANY AFFILIATE OF THE ETHEREUM FOUNDATION AND/ OR ASSOCIATE ETHEREUM ORGANIZATION – AS APPLICABLE) NOR ETHEREUM TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA THAT OCCURS AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO A USER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY USER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD ON BEHALF OF THE RINGSIDE FOUNDATION, LLC AND/OR ITS PARTNERED FIRM THE SHADOWBOX GROUP (SBG).

PLEASE NOTE: BY RETAINING THIS DOCUMENT AND/OR ACTING IN RELIANCE UPON THE INFORMATION CONTAINED HEREIN, YOU ACKNOWLEDGE, CONSENT AND AGREE TO FOREGOING TERMS, ALONG WITH THE TERMS CONTAINED IN THE SECTION ENTITLED “FULL RISKS AND LEGAL DISCLOSURES”.

SHADOWBOX LEGAL B: TERMS OF SERVICE

UPDATED: SEPTEMBER 2019

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 14. PLEASE READ THE AGREEMENT CAREFULLY.

ACCEPTANCE OF TERMS

RINGSIDE LLC’S PLATFORM AND CONTENT BANKING SYSTEM PROJECT (“SHADOWBOX”) PROVIDES A PORTAL FOR DECENTRALIZED MUSIC DISTRIBUTION THROUGH OUR WEBSITE LOCATED AT: HTTPS://SHADOWBOX.SPACE – BETA V3 SIGN UP AND [email protected] (THE “SITE”) WHICH INCLUDES TEXT, IMAGES, AUDIO, CODE AND OTHER MATERIALS OR THIRD PARTY INFORMATION. THE SITE AND ANY OTHER FEATURES, TOOLS, MATERIALS, OR SERVICES OFFERED FROM TIME TO TIME BY SHADOWBOX (SBG), INCLUDING OUR SMART CONTRACTS, ARE REFERRED TO HERE AS THE “SERVICE.” PLEASE READ THESE TERMS OF USE (THE “TERMS” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICE. BY USING OR OTHERWISE ACCESSING THE SERVICES, OR CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHERE THAT OPTION IS MADE AVAILABLE, YOU (1) ACCEPT AND AGREE TO THESE TERMS (2) CONSENT TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY AND (3) ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION ISSUED BY SHADOWBOX FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.

MODIFICATION OF TERMS OF USE

EXCEPT FOR SECTION 14, PROVIDING FOR BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS, SHADOWBOX (SBG) RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY OR REPLACE THE TERMS OF USE AT ANY TIME. THE MOST CURRENT VERSION OF THESE TERMS WILL BE POSTED ON OUR SITE. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. USE OF THE SERVICES BY YOU AFTER ANY MODIFICATION TO THE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF USE AS MODIFIED.

ELIGIBILITY

YOU HEREBY REPRESENT YOU ARE OF LEGAL AGE OF MAJORITY TO PURCHASE AND CONSUME CONTENT THROUGH OUR SERVICE. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO LAWFULLY USE CRYPTOCURRENCIES SUCH AS ETHER IN YOUR JURISDICTION AND THAT YOU CARRY THE RISK OF SUCH PERSONAL COMPLIANCE.

REPRESENTATIONS, WARRANTIES AND RISKS

4.1. WARRANTY DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU RELEASE SHADOWBOX FROM ALL LIABILITY FOR CONTENT YOU ACQUIRED OR FAILED TO ACQUIRE THROUGH THE SERVICE.

4.2 SOPHISTICATION AND RISK OF CRYPTOGRAPHIC SYSTEMS

BY UTILIZING THE SERVICE OR PLATFORM IN ANY WAY, YOU REPRESENT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS; AND WARRANT THAT YOU HAVE AN UNDERSTANDING OF THE USAGE AND INTRICACIES OF PUBLIC/PRIVATE KEY CRYPTOGRAPHY, NATIVE CRYPTOGRAPHIC TOKENS, LIKE ETHER (ETH) AND BITCOIN (BTC), SMART CONTRACT BASED TOKENS SUCH AS THOSE THAT

FOLLOW THE ETHEREUM TOKEN STANDARD (HTTPS://GITHUB.COM/ETHEREUM/ EIPS/ ISSUES/20), AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS.

4.3 VOLATILITY OF CRYPTOCURRENCIES

YOU UNDERSTAND THAT ETHEREUM AND OTHER BLOCKCHAIN TECHNOLOGIES AND ASSOCIATED CURRENCIES OR TOKENS ARE HIGHLY VOLATILE DUE TO MANY FACTORS INCLUDING BUT NOT LIMITED TO ADOPTION, SPECULATION, TECHNOLOGY AND SECURITY RISKS. YOU ALSO ACKNOWLEDGE THAT THE COST OF TRANSACTING ON SUCH TECHNOLOGIES IS VARIABLE AND MAY INCREASE AT ANY TIME CAUSING IMPACT TO ANY ACTIVITIES TAKING PLACE ON THE ETHEREUM BLOCKCHAIN. YOU ACKNOWLEDGE THESE RISKS AND REPRESENT THAT SHADOWBOX CANNOT BE HELD LIABLE FOR SUCH FLUCTUATIONS OR INCREASED COSTS.

4.4 PLATFORM SECURITY

SHADOWBOX RELAUNCHING AS AN EARLY STAGE PLATFORM. YOU ACKNOWLEDGE THAT ETHEREUM APPLICATIONS ARE CODE SUBJECT TO FLAWS AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ANY AVAILABLE CODE PROVIDED BY THE SERVICES. YOU FURTHER EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT ETHEREUM APPLICATIONS CAN BE WRITTEN MALICIOUSLY OR NEGLIGENTLY, THAT SHADOWBOX CANNOT BE HELD LIABLE FOR YOUR INTERACTION WITH SUCH APPLICATIONS AND THAT SUCH APPLICATIONS MAY CAUSE LOSS OF PROPERTY OR IDENTITY. THESE WARNINGS AND OTHERS LATER PROVIDED BY SHADOWBOX IN NO WAY EVIDENCE OR REPRESENT AN ON-GOING DUTY TO ALERT YOU TO ALL OF THE POTENTIAL RISKS OF UTILIZING THE SERVICE OR CONTENT.

INDEMNITY

YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHADOWBOX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND AGENCIES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF THE FOREGOING ENTITIES, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES, COSTS (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) CLAIMS OR ACTIONS OF ANY KIND WHATSOEVER ARISING OR RESULTING FROM YOUR USE OF THE SERVICE, YOUR VIOLATION OF THESE TERMS OF USE, AND ANY OF YOUR ACTS OR OMISSIONS THAT IMPLICATE PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY. SHADOWBOX RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND, IN SUCH CASE, YOU AGREE TO COOPERATE WITH SHADOWBOX IN THE DEFENSE OF SUCH MATTER.

LIMITATION ON LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITES AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITES AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITES AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SHADOWBOX NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY

DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT (INCLUDING, IN JURISDICTIONS WHERE PERMITTED, NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF SHADOWBOX HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITES OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITES OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITES OR SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LICENSES AND ACCESS

SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS OF USE, SHADOWBOX GRANTS YOU A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE LICENSE TO ACCESS AND MAKE PERSONAL AND NON-COMMERCIAL USE OF THE SERVICE. THIS LICENSE DOES NOT INCLUDE ANY RESALE OR COMMERCIAL USE OF THE SERVICE OR ANY DERIVATIVE USE OF THE SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THESE TERMS OF USE ARE RESERVED AND RETAINED BY SHADOWBOX OR ITS LICENSORS. THE SHADOWBOX SERVICE MAY NOT BE REPRODUCED, DUPLICATED, COPIED, SOLD, RESOLD, VISITED, OR OTHERWISE EXPLOITED FOR ANY COMMERCIAL PURPOSE WITHOUT EXPRESS WRITTEN CONSENT OF SHADOWBOX (SBG). YOU MAY NOT FRAME OR UTILIZE FRAMING TECHNIQUES TO ENCLOSE ANY TRADEMARK, LOGO, OR OTHER PROPRIETARY INFORMATION (INCLUDING IMAGES, TEXT, PAGE LAYOUT, OR FORM) OF SHADOWBOX WITHOUT EXPRESS WRITTEN CONSENT. YOU MAY NOT MISUSE THE SERVICES. YOU MAY USE THE SERVICES ONLY AS PERMITTED BY LAW. THE LICENSES GRANTED BY SHADOWBOX TERMINATE IF YOU DO NOT COMPLY WITH THESE TERMS OF USE.

TERMINATION AND SUSPENSION

SHADOWBOX MAY TERMINATE OR SUSPEND ALL OR PART OF THE SERVICE WITHOUT PRIOR NOTICE OR LIABILITY IF YOU BREACH ANY OF THE TERMS OR CONDITIONS OF THE TERMS. THE FOLLOWING PROVISIONS OF THE TERMS SURVIVE ANY TERMINATION OF THESE TERMS: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.

NO THIRD PARTY BENEFICIARIES

YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THERE SHALL BE NO THIRD PARTY BENEFICIARIES TO THE TERMS.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT IF YOU BELIEVE THAT YOUR COPYRIGHT OR THE COPYRIGHT OF A PERSON ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACT HAS BEEN INFRINGED, PLEASE PROVIDE RINGSIDE FOUNDATION, LLC’S COPYRIGHT AGENT A WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION: AN ELECTRONIC OR PHYSICAL SIGNATURE OF THE PERSON AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INTEREST; A DESCRIPTION OF THE COPYRIGHTED WORK OR OTHER INTELLECTUAL PROPERTY THAT YOU CLAIM HAS BEEN INFRINGED; A DESCRIPTION OF WHERE THE MATERIAL THAT YOU CLAIM IS INFRINGING IS LOCATED ON THE SERVICE; YOUR ADDRESS, TELEPHONE NUMBER, AND EMAIL ADDRESS; A STATEMENT BY YOU THAT YOU HAVE A GOOD FAITH BELIEF THAT THE DISPUTED USE IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW; A STATEMENT BY YOU, MADE UNDER PENALTY OF PERJURY, THAT THE ABOVE INFORMATION IN YOUR NOTICE IS ACCURATE AND THAT YOU ARE THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER OR AUTHORIZED TO ACT ON THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER’S BEHALF.

COPYRIGHT AGENT FOR RINGSIDE FOUNDATION, LLC/THE SHADOWBOX GROUP CAN BE REACHED AT:

EMAIL: [email protected]

SUBJECT LINE: COPYRIGHT NOTIFICATION MAIL: ATTENTION

SHADOWBOX [COPYRIGHT AGENT]

44 TEHAMA STREET

SAN FRANCISCO, CA 94105

BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

11.1 INITIAL DISPUTE RESOLUTION

THE PARTIES SHALL USE THEIR BEST EFFORTS TO ENGAGE DIRECTLY TO SETTLE ANY DISPUTE, CLAIM, QUESTION, OR DISAGREEMENT AND ENGAGE IN GOOD FAITH NEGOTIATIONS WHICH SHALL BE A CONDITION TO EITHER PARTY INITIATING A LAWSUIT OR ARBITRATION.

11.2 BINDING ARBITRATION

IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF 30 DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION UNDER THE INITIAL DISPUTE RESOLUTION PROVISION BEGINS, THEN EITHER PARTY MAY INITIATE BINDING ARBITRATION AS THE SOLE MEANS TO RESOLVE CLAIMS, SUBJECT TO THE TERMS SET FORTH BELOW. SPECIFICALLY, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING THEIR FORMATION, PERFORMANCE AND BREACH), THE PARTIES’ RELATIONSHIP WITH EACH OTHER AND/OR YOUR USE OF THE SERVICE SHALL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE PROVISIONS OF ITS

COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”), EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THESE TERMS ARE VOID OR VOIDABLE, OR WHETHER A CLAIM IS SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE WRITTEN, AND BINDING ON THE PARTIES AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

11.3 LOCATION

BINDING ARBITRATION SHALL TAKE PLACE IN CALIFORNIA. YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT IN SAN FRANCISCO, CA, IN ORDER TO COMPEL ARBITRATION, TO STAY PROCEEDINGS PENDING ARBITRATION, OR TO CONFIRM, MODIFY, VACATE OR ENTER JUDGMENT ON THE AWARD ENTERED BY THE ARBITRATOR.

11.4 CLASS ACTION WAIVER

THE PARTIES FURTHER AGREE THAT ANY ARBITRATION OR OTHER PERMITTED ACTION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. YOU AND SHADOWBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.

11.5 EXCEPTION – LITIGATION OF INTELLECTUAL PROPERTY AND SMALL CLAIMS COURT CLAIMS

NOTWITHSTANDING THE PARTIES’ DECISION TO RESOLVE ALL DISPUTES THROUGH ARBITRATION, EITHER PARTY MAY BRING AN ACTION IN STATE OR FEDERAL COURT TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS (“INTELLECTUAL PROPERTY RIGHTS” MEANS PATENTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, AND TRADE SECRETS, BUT NOT PRIVACY OR PUBLICITY RIGHTS). EITHER PARTY MAY ALSO SEEK RELIEF IN A SMALL CLAIMS COURT FOR DISPUTES OR CLAIMS WITHIN THE SCOPE OF THAT COURT’S JURISDICTION.

11.6 30-DAY RIGHT TO OPT OUT

YOU HAVE THE RIGHT TO OPT-OUT AND NOT BE BOUND BY THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH ABOVE BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT-OUT TO THE FOLLOWING ADDRESS: RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP: 44 TEHAMA STREET, SAN FRANCISCO, CA 94105 AND VIA EMAIL AT [email protected], WITH SUBJECT LINE LEGAL OPT OUT. THE NOTICE MUST BE SENT WITHIN 30 DAYS OF FEBRUARY 1, 2020 OR YOUR FIRST USE OF THE SERVICE, WHICHEVER IS LATER, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THE TERMS OF THOSE PARAGRAPHS. IF YOU OPT-OUT OF THESE ARBITRATION PROVISIONS, SHADOWBOX ALSO WILL NOT BE BOUND BY THEM.

11.7 CHANGES TO THIS SECTION

SHADOWBOX (SBG) WILL PROVIDE 60-DAYS’ NOTICE OF ANY CHANGES TO THIS SECTION. CHANGES WILL BECOME EFFECTIVE ON THE 60TH DAY, AND WILL APPLY PROSPECTIVELY ONLY TO ANY CLAIMS ARISING AFTER THE 60TH DAY. FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION YOU AND SHADOWBOX AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE VENUE IN THE FEDERAL AND STATE COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA AND/OR NEW YORK, NEW YORK (SECONDARY). YOU FURTHER AGREE TO ACCEPT SERVICE OF PROCESS BY MAIL, AND HEREBY WAIVE ANY AND ALL JURISDICTIONAL AND VENUE DEFENSES OTHERWISE AVAILABLE. THE TERMS AND THE RELATIONSHIP BETWEEN YOU AND SHADOWBOX SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.

GENERAL INFORMATION

12.1 ENTIRE AGREEMENT

THESE TERMS (AND ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION THAT SHADOWBOX MAY POST ON THE SERVICE) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SHADOWBOX WITH RESPECT TO THE SERVICE AND SUPERSEDES ANY PRIOR AGREEMENTS, ORAL OR WRITTEN, BETWEEN YOU AND SHADOWBOX. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION, THE LATTER WILL PREVAIL OVER THE TERMS TO THE EXTENT OF THE CONFLICT.

12.2 WAIVER AND SEVERABILITY OF TERMS

THE FAILURE OF SHADOWBOX (SBG) TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THE TERMS SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. IF ANY PROVISION OF THE TERMS IS FOUND BY AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION TO BE INVALID, THE PARTIES NEVERTHELESS AGREE THAT THE ARBITRATOR OR COURT SHOULD ENDEAVOR TO GIVE EFFECT TO THE PARTIES’ INTENTIONS AS REFLECTED IN THE PROVISION, AND THE OTHER PROVISIONS OF THE TERMS REMAIN IN FULL FORCE AND EFFECT.

12.3 STATUTE OF LIMITATIONS

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

12.4 SECTION TITLES

THE SECTION TITLES IN THE TERMS ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT.

12.5 COMMUNICATIONS

USERS WITH QUESTIONS, COMPLAINTS OR CLAIMS WITH RESPECT TO THE SERVICE MAY CONTACT US USING THE RELEVANT CONTACT INFORMATION SET FORTH ABOVE.

SOFTWARE LICENSE

PRIVACY POLICY

THIS PRIVACY POLICY DESCRIBES HOW WE COLLECT, USE, DISCLOSE AND STORE INFORMATION YOU PROVIDE TO US. THE PRIVACY POLICY APPLIES TO THE SERVICE ON O R I N W H I C H I T I S P O S T E D , L I N K E D O R R E F E R E N C E D. T H I S P O L I CY COVERS:INFORMATION THAT WE RECEIVE FROM YOU WHEN YOU INTERACT WITH OUR WEBSITE HOW WE USE AND PROCESS THE INFORMATION THAT WE RECEIVE. IF AND WHY PERSONAL INFORMATION MAY BE DISCLOSED TO THIRD PARTIES; AND YOUR CHOICES REGARDING THE COLLECTION AND PROCESSING OF YOUR PERSONAL INFORMATION. PLEASE NOTE THAT THIS PRIVACY POLICY DOES NOT APPLY TO INFORMATION COLLECTED THROUGH THIRD-PARTY WEBSITES OR SERVICES THAT YOU MAY ACCESS THROUGH THE SERVICES OR THAT YOU SUBMIT TO US THROUGH EMAIL, TEXT MESSAGE OR OTHER ELECTRONIC MESSAGE OR OFFLINE.

USER CONSENT

BY USING THE SERVICES, YOU ACCEPT THE “TERMS” OF THIS “PRIVACY POLICY” AND OUR “TERMS OF SERVICE”, AND CONSENT TO OUR COLLECTION, USE, DISCLOSURE AND RETENTION OF YOUR INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY PART OF THIS PRIVACY POLICY, THEN PLEASE DO NOT USE ANY OF THE SERVICES.

EFFECTIVE DATE AND CHANGES TO THIS POLICY

THE EFFECTIVE DATE OF THIS PRIVACY POLICY IS SET FORTH AT THE TOP OF THIS WEBPAGE. WHENEVER POSSIBLE, WE WILL PROVIDE YOU WITH ADVANCE WRITTEN NOTICE OF OUR CHANGES TO THIS PRIVACY POLICY. WE WILL NOT MAKE RETROACTIVE CHANGES THAT REDUCE YOUR PRIVACY RIGHTS UNLESS WE ARE LEGALLY REQUIRED TO DO SO. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED PRIVACY POLICY. THE AMENDED PRIVACY POLICY SUPERSEDES ALL PREVIOUS VERSIONS.

INFORMATION WE COLLECT

ETHEREUM ACCOUNT ADDRESSES. NOTE, WE COLLECT NO OTHER PERSONAL IDENTIFYING INFORMATION, SO THESE ADDRESSES REMAIN “PSEUDONYMOUS.” HOW WE USE AND STORE INFORMATION WE COLLECT: TRANSACTION RECORDS ARE STORED NATIVELY ON THE ETHEREUM BLOCKCHAIN. WE ALSO TRACK TRANSACTION HISTORY IN SECURE INTERNAL DATABASES FOR PURPOSES OF ADMINISTERING THE SERVICE. LEGALLY REQUIRED DISCLOSURES WHEN PERMITTED OR REQUIRED BY LAW, WE MAY SHARE INFORMATION WITH ADDITIONAL THIRD PARTIES WHERE PERMITTED BY

APPLICABLE LAW, INCLUDING, FOR EXAMPLE, WHERE RESPONDING TO LEGAL PROCESS.

SHADOWBOX LEGAL C: COPYRIGHT (DMCA) POLICY

UPDATED: FEBRUARY 2019

RINGSIDE FOUNDATION, LLC’S SHADOWBOX MUSIC PLATFORM (“SHADOWBOX”, “WE”, “OUR”, OR “US”) RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR USERS TO DO THE SAME. SHADOWBOX HAS ADOPTED THE FOLLOWING GENERAL POLICY (THE “POLICY”) TO ADDRESS CLAIMS OF COPYRIGHT INFRINGEMENT IN ACCORDANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT. IF YOU IDENTIFY ANY TRACKS AND/OR MEDIA ON SHADOWBOX THAT YOU BELIEVE INFRINGE YOUR COPYRIGHT, YOU CAN LET US KNOW AS SET FORTH BELOW. BEFORE MAKING A REPORT CONCERNING ANY POSSIBLE COPYRIGHT INFRINGEMENT, PLEASE REVIEW THE ENTIRE POLICY BELOW CAREFULLY AND THE FOLLOWING POINTS IN PARTICULAR:

THIS POLICY RELATES TO NOTICES CONCERNING COPYRIGHT INFRINGEMENT ONLY. IF YOU WISH TO MAKE A DIFFERENT REPORT OR NEED TO CONTACT US REGARDING ANOTHER ISSUE, PLEASE DISREGARD THIS POLICY AND EMAIL US AT [email protected].

PLEASE ONLY REPORT INFRINGEMENT OF YOUR OWN COPYRIGHT, OR THE COPYRIGHT OF SOMEONE YOU ARE AUTHORIZED TO REPRESENT.IF YOU BELIEVE THAT SOMEONE ELSE’S COPYRIGHT IS BEING INFRINGED, PLEASE NOTIFY THEM AND DIRECT THEM TO THIS POLICY. PLEASE DO NOT REPORT COPYRIGHT INFRINGEMENT UNLESS YOU HAVE A GENUINE CLAIM. IF YOU MAKE GROUNDLESS OR MALICIOUS REPORTS OF COPYRIGHT INFRINGEMENT, YOU RISK HAVING YOUR ACCOUNT SUSPENDED OR TERMINATED. YOU MAY ALSO BE LIABLE FOR DAMAGES (INCLUDING COSTS AND LEGAL FEES) INCURRED BY SHADOWBOX, THE PERSON WHOSE TRACKS YOU REPORT AND/OR ANY COPYRIGHT OWNER OR AUTHORIZED LICENSEE, AS THE RESULT OF YOUR CLAIM. PLEASE PROVIDE SUFFICIENT AND ACCURATE INFORMATION AS SET FORTH BELOW.

FILING DMCA NOTICE TO REMOVE COPYRIGHTED CONTENT IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT, PLEASE PROVIDE US WITH A WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION:

– YOUR NAME, ADDRESS, TELEPHONE NUMBER, AND EMAIL ADDRESS. – A DESCRIPTION OF THE COPYRIGHTED CONTENT THAT YOU CLAIM HAS BEEN INFRINGED AND ITS LOCATION ON THE SHADOWBOX PLATFORM (E.G. THE URL). – A STATEMENT THAT YOU HAVE A GOOD FAITH BELIEF THAT THE USE OF THE COPYRIGHTED WORK IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.

– A STATEMENT BY YOU UNDER PENALTY OF PERJURY THAT THE INFORMATION IN YOUR NOTICE IS ACCURATE AND THAT YOU ARE THE COPYRIGHT OWNER OR AUTHORIZED TO ACT ON THE COPYRIGHT OWNER’S BEHALF.

FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I AM THE COPYRIGHT OWNER OR AM AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED, AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I HAVE A GOOD FAITH BELIEF THAT USE OF THE

COPYRIGHTED MATERIALS DESCRIBED ABOVE AS ALLEGEDLY INFRINGING IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.” YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A SCANNED COPY). PLEASE NOTE THAT A COPY OF YOUR NOTICE MAY BE FORWARDED TO THE PERSON RESPONSIBLE FOR UPLOADING THE ALLEGED INFRINGING CONTENT. PLEASE DO NOT INCLUDE ANY INFORMATION IN YOUR REPORT OTHER THAN THE INFORMATION REQUIRED BY THE POINTS ABOVE.

FILING DMCA COUNTER NOTIFICATION TO RESTORE REMOVED CONTENT: IF YOU BELIEVE THAT YOUR MATERIAL HAS BEEN REMOVED BY MISTAKE OR MISIDENTIFICATION, PLEASE PROVIDE SHADOWBOX WITH A WRITTEN COUNTER NOTIFICATION CONTAINING THE FOLLOWING INFORMATION:

– YOUR NAME, ADDRESS, TELEPHONE NUMBER AND EMAIL ADDRESS. – A DESCRIPTION OF THE CONTENT THAT WAS REMOVED AND ITS LOCATION ON THE SHADOWBOX PLATFORM (E.G., THE URL) WHERE IT PREVIOUSLY APPEARED. – A STATEMENT UNDER PENALTY OF PERJURY THAT YOU HAVE A GOOD FAITH BELIEF THAT THE MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION.

– A STATEMENT THAT YOU CONSENT TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT FOR THE JUDICIAL DISTRICT IN WHICH YOUR ADDRESS IS LOCATED, OR IF YOUR ADDRESS IS OUTSIDE OF THE UNITED STATES, ANY JUDICIAL DISTRICT IN WHICH SHADOWBOX (SBG) MAY BE FOUND (WHICH INCLUDES THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW YORK), AND THAT YOU WILL ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE OR AN AGENT OF THAT PERSON.

FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I HAVE A GOOD FAITH BELIEF THAT THE MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION BECAUSE I AM THE COPYRIGHT OWNER OR AM AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT IN THE REMOVED MATERIAL, AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I CONSENT TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT OF [INSERT JUDICIAL DISTRICT YOUR ADDRESS IS LOCATED] AND ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE OR THE AGENT OF THAT PERSON.”

YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A SCANNED COPY). PLEASE NOTE THAT WE WILL SEND ANY COMPLETE COUNTER NOTIFICATIONS WE RECEIVE TO THE PERSON OR ENTITY THAT SUBMITTED THE ORIGINAL DMCA NOTICE. SUCH PERSON OR ENTITY MAY ELECT TO FILE A LAWSUIT AGAINST YOU FOR COPYRIGHT INFRINGEMENT. IF WE DO NOT RECEIVE NOTICE THAT A LAWSUIT HAS BEEN FILED WITHIN TEN (10) BUSINESS DAYS AFTER WE PROVIDE YOUR COUNTER NOTIFICATION, WE WILL RESTORE THE REMOVED MATERIALS. UNTIL THAT TIME, YOUR MATERIALS WILL REMAIN REMOVED. WE WILL PROVIDE A COPY OF THE ORIGINAL DMCA TAKEDOWN NOTICE UPON REQUEST.

SHADOWBOX COPYRIGHT AGENT

PLEASE CONTACT SHADOWBOX’S DESIGNATED AGENT TO RECEIVE NOTIFICATION OF CLAIMED INFRINGEMENT OR COUNTER-NOTIFICATION, AT THE FOLLOWING ADDRESS: [email protected], OR BY MAIL AT:

RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP CAN BE REACHED AT: EMAIL: [email protected]

SUBJECT LINE: DMCA COMPLAINTS

MAIL: ATTENTION

SHADOWBOX (LEGAL AGENT) 44 TEHAMA STREET

SAN FRANCISCO, CA 94105

PLEASE BEAR IN MIND THAT WE CAN PROCESS CLAIMS SUBMITTED VIA EMAIL TO [email protected] MUCH FASTER THAN THOSE SUBMITTED TO THE ABOVE PHYSICAL ADDRESS.

REPEAT INFRINGER POLICY

SHADOWBOX (SBG) WILL TERMINATE USER ACCOUNTS THAT HAVE BEEN THE SUBJECT OF TWO (2) SEPARATE DMCA NOTICES. IN THE EVENT A USER’S MATERIALS ARE REMOVED DUE TO A DMCA NOTICE AND THEN SUBSEQUENTLY RESTORED DUE TO THE FILING OF A DMCA COUNTER NOTIFICATION, SHADOWBOX WILL NOT COUNT SUCH DMCA NOTICE. SHADOWBOX RESERVES THE RIGHT TO TERMINATE USER ACCOUNTS THAT ARE THE SUBJECT OF FEWER THAN TWO (2) DMCA NOTICES, IN ITS SOLE DISCRETION AND WILL DO SO IF A USER HAS A HISTORY OF VIOLATING OR WILLFULLY DISREGARDING SHADOWBOX’S TERMS OF SERVICE.

SHADOWBOX LEGAL D: DMCA WARNING

UPDATED: OCTOBER 2019

WHEN FILING A DMCA NOTICE OR COUNTER NOTIFICATION, PLEASE MAKE SURE THAT YOU HAVE COMPLIED WITH ALL OF THE ABOVE REQUIREMENTS. IF WE REQUEST ADDITIONAL INFORMATION NECESSARY TO COMPLETE YOUR DMCA NOTICE OR COUNTER NOTIFICATION, PLEASE RESPOND PROMPTLY. IF YOU FAIL TO COMPLY WITH ALL OF THESE REQUIREMENTS, YOUR DMCA NOTICE OR COUNTER NOTIFICATION MAY NOT BE PROCESSED FURTHER.

IN ADDITION, PLEASE MAKE SURE THAT ALL OF THE INFORMATION YOU PROVIDE IS ACCURATE. UNDER SECTION 512(F) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(F), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY. SHADOWBOX MAY DISCLOSE ANY COMMUNICATIONS CONCERNING DMCA NOTICES OR OTHER INTELLECTUAL PROPERTY COMPLAINTS WITH

THIRD PARTIES, INCLUDING THE USERS WHO HAVE POSTED THE ALLEGEDLY INFRINGING MATERIAL.

IF YOU HAVE QUESTIONS ABOUT THE LEGAL REQUIREMENTS OF A DMCA NOTICE, PLEASE CONTACT AN ATTORNEY AND REVIEW SECTION 512(C)(3) OF THE U.S. COPYRIGHT ACT, 17 U.S.C. § 512(C)(3). IF YOU HAVE QUESTIONS ABOUT THE LEGAL REQUIREMENTS OF A DMCA COUNTER NOTIFICATION, PLEASE CONTACT AN ATTORNEY AND REVIEW SECTION 512(G)(3) OF THE U.S. COPYRIGHT ACT, 17 U.S.C. § 512(G)(3).

SHADOWBOX LEGAL E: LICENSING AGREEMENT

(CONTENT, PRODUCT, MUSIC, LITERARY)

UPDATED SEPTEMBER 2019

PLEASE NOTE: IF YOU ARE SUBMITTING CONTENT, PRODUCTS, MUSIC, AND/OR LITERARY SAMPLES TO US, PLEASE READ THIS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP (SBG). THIS CONTENT LICENSE AGREEMENT (“AGREEMENT”) IS MADE BY AND BETWEEN YOU (“LICENSOR”) AND THE RINGSIDE FOUNDATION, LLC/THE SHADOWBOX GROUP. (“SBG”), COLLECTIVELY REFERRED TO HEREINAFTER AS THE “PARTIES”.

WHEREAS, LICENSOR OWNS OR CONTROLS THE RIGHTS TO VIDEOS, PRODUCTS, WRITTEN MATERIAL AND/OR OTHER CONTENT (HEREINAFTER REFERRED TO AS THE “CONTENT”); WHEREAS, LICENSOR WISHES TO INCREASE THE EXPOSURE OF THE CONTENT BY ALLOWING THEIR DISTRIBUTION ON THE SBD SERVICE (AS DEFINED BELOW); WHEREAS, SBD WISHES TO OBTAIN THE EXCLUSIVE RIGHTS TO USE, DISTRIBUTE AND EXHIBIT THE CONTENT WORLDWIDE (THE “TERRITORY”) VIA ONLINE AND/OR MOBILE DISTRIBUTORS (COLLECTIVELY, “SBG’S DISTRIBUTORS”), AND/OR SBG’S OR SBG’S DISTRIBUTORS’ EMBEDDABLE MEDIA PLAYERS (“WIDGETS”) AND WHERE END USERS ACCESS VIDEOS IN AN ON-DEMAND AND PRE-PROGRAMMED FASHION EITHER INDIVIDUALLY OR AS PART OF PLAYLISTS, AND WHICH MAY ALSO OFFER ORIGINAL PROGRAMMING (“SBG’S PRODUCED PROGRAMS”), SUCH AS OTHER VIDEOS PRODUCED OR COMMISSIONED BY SBD FOR DISTRIBUTION ON THE SAME OR SIMILAR PLATFORMS (COLLECTIVELY, THE “SERVICE”). NOW THEREFORE, THE PREAMBLE BEING AN INTEGRAL PART OF THIS AGREEMENT, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

CONTENT: THIS AGREEMENT SHALL APPLY TO CONTENT WHICH HAVE BEEN PREVIOUSLY SUBMITTED TO SBD BY LICENSOR AND WERE SUBSEQUENTLY ACCEPTED BY SBG.

TERM: THE TERM OF THIS AGREEMENT SHALL BE FOR THIRTY (30) DAYS, COMMENCING UPON THE FIRST DAY THE CONTENT IS MADE AVAILABLE ON THE SERVICE. THIS AGREEMENT MAY BE RENEWED FOR ADDITIONAL THIRTY (30) DAY PERIODS UPON MUTUAL CONSENT OF THE PARTIES (THE “TERM”). GRANT OF RIGHTS: LICENSOR HEREBY GRANTS TO SBG THE EXCLUSIVE RIGHTS AND LICENSE DURING THE TERM AND THROUGHOUT THE TERRITORY TO: (A) DISTRIBUTE, TRANSMIT, EXHIBIT, PERFORM OR OTHERWISE MAKE AVAILABLE THE CONTENT OR ANY PART THEREOF THROUGH THE SERVICE BY ANY AND ALL MEANS OF EXPLOITATION WHETHER NOW KNOWN OR SUBSEQUENTLY DEVISED INCLUDING WITHOUT LIMITATION AS STREAMS FROM SBG’S SERVERS AND SBG’S DISTRIBUTORS’ SERVERS VIA THE INTERNET, WIDGETS AND/OR MOBILE TELECOMMUNICATION NETWORKS; (B) MAKE COPIES OF THE CONTENT AND STORE ON SBG’S SERVERS AND ON SBD’S DISTRIBUTORS’ SERVERS SUCH COPIES OF THE CONTENT AS ARE REASONABLY NECESSARY TO ENABLE SBG AND SBG’S DISTRIBUTORS TO MAKE AVAILABLE THE CONTENT THROUGH THE SERVICE; (C) ENCODE AND DISPLAY ON THE SERVICE ANY ARTWORK ASSOCIATED WITH THE CONTENT FOR THE PURPOSES OF IDENTIFYING AND PROMOTING THE AVAILABILITY OF THE CONTENT ON THE SERVICE, WHETHER SUCH ARTWORK IS PROVIDED BY LICENSOR OR NOT; (D) COMBINE THE CONTENT OR EXTRACTS OF CONTENT WITH OTHER CONTENT (E.G. AUDIO, VIDEO, GRAPHICS) FROM ANY SOURCE FOR PURPOSES OF PROMOTING OR

ADVERTISING SBG AND/OR THE SERVICE; (E) USE, EXTRACT, DISPLAY AND TRANSMIT EXTRACTS OF CONTENT OF UP TO THIRTY (30) SECONDS IN LENGTH OR LESS, AND STILL SCREEN SHOTS OF CONTENT, TO PROMOTE AND MARKET THE SERVICE AND TO ADVERTISE THE AVAILABILITY OF THE CONTENT ON THE SERVICE; (F) USE THE TITLE OF THE CONTENT AND THE NAME OF THE ASSOCIATED CREATORS, OWNERS, CAST AND CREW FOR THE PURPOSES OF (I) IDENTIFYING THE CONTENT ON THE SERVICE; (II) PROVIDING THE CREDITS THAT WILL BE DISPLAYED FOR THE CONTENT; (III) PROMOTING AND MARKETING THE SERVICE, AND (IV) ADVERTISING THE AVAILABILITY OF THE CONTENT ON THE SERVICE; AND (G) ENCODE AND DISPLAY THIRD-PARTY ADVERTISING, SPONSORSHIPS, OR PROMOTIONS PLACED ON OR WITHIN THE SERVICE OR CONTENT. LICENSOR UNDERSTANDS AND AGREES THAT SBG SHALL NOT BE OBLIGATED TO USE AND DISTRIBUTE THE CONTENT OR TO EXERCISE ANY OF THE RIGHTS GRANTED HEREIN. LICENSOR ALSO UNDERSTANDS AND AGREES THAT ANY OR ALL OF THE RIGHTS GRANTED HEREIN MAY BE SUBLICENSED BY SBG TO SBG’S DISTRIBUTORS FOR THE PURPOSES OF MAKING THE CONTENT AVAILABLE ON THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

MONETIZATION: UNLESS OR UNTIL LICENSOR HAS AGREED TO PARTICIPATE IN SBG’S MONETIZATION PROGRAM, AND HAS ACCEPTED THE TERMS AND CONDITIONS OF SBG’S MONETIZATION PROGRAM, LICENSOR HEREBY WAIVES PAYMENT OF ANY LICENSE FEES, ROYALTIES OR ANY OTHER PAYMENTS FOR THE RIGHTS GRANTED HEREUNDER.

CREDIT: SBG WILL USE ALL REASONABLE EFFORTS TO CREDIT AND IDENTIFY EACH CONTENT MADE AVAILABLE ON THE SERVICE BY (I) THE TITLE OF THE CONTENT, (II) THE NAME OF KEY CAST AND CREW MEMBERS, AND/OR (III) A BRIEF DESCRIPTION OF THE CONTENT. NO FAILURE BY SBG OR ANY THIRD PARTY TO COMPLY WITH THE FOREGOING PROVISION SHALL BE DEEMED A BREACH OF THIS AGREEMENT, PROVIDED THAT SBD CORRECTS ANY SUCH FAILURE IN A TIMELY MANNER AFTER BEING NOTIFIED BY LICENSOR.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION: (A) LICENSOR REPRESENTS AND WARRANTS TO SBG THAT: I. IT OWNS OR CONTROLS ALL RIGHTS IN AND TO THE CONTENT, AND THEIR DISTRIBUTION THEREOF; II. IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND IT HAS FULL AUTHORITY TO GRANT TO SBD THE RIGHTS GRANTED HEREUNDER FREE AND CLEAR OF ANY ENCUMBRANCE; III. THE RIGHTS GRANTED TO SBG HEREUNDER WILL NOT INFRINGE UPON THE COPYRIGHTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; IV. IT HAS ALL NECESSARY LICENSES AND CONSENTS, INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZATION OR RELEASE FROM ALL INDIVIDUALS OR ARTIST(S) ASSOCIATED WITH SUCH CONTENT AND FROM THE OWNER OF ALL ARTWORK, MUSIC, OR CREATIVE MATERIAL CONTAINED IN THE CONTENT AND SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ASSOCIATED FEES, ROYALTIES AND OTHER AMOUNTS DUE TO ANY INTERESTED THIRD PARTIES (E.G., ARTISTS, UNIONS, PRODUCERS, WRITERS, PUBLISHERS) WITH RESPECT TO THE DISTRIBUTION OF THE CONTENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING WITH RESPECT TO THE MUSICAL COMPOSITIONS EMBODIED IN SUCH CONTENT, AND THAT SBG SHALL HAVE NO RESPONSIBILITY TO PAY ANY SUCH THIRD PARTY WITH RESPECT TO THE DISTRIBUTION OF THE CONTENT; (B) LICENSOR AGREES TO INDEMNIFY AND HOLD HARMLESS SBG AND ITS AFFILIATED COMPANIES, INCLUDING THEIR DIRECTORS, OFFICERS AND

REPRESENTATIVES, FROM ANY CLAIM, ACTION, DEMAND, LOSS, DAMAGE OR LIABILITY, ANY AMOUNT PAID FURTHER TO ANY JUDGMENT, APPEAL OR OUT-OF-COURT SETTLEMENT (TOGETHER WITH INTEREST AND PENALTIES) OR REASONABLE ATTORNEYS’ FEES THAT MAY BE INCURRED OR SUSTAINED BY SBD AND ITS AFFILIATED COMPANIES, INCLUDING THEIR DIRECTORS, OFFICERS AND REPRESENTATIVES, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ARISING OUT OF OR RELATING TO THE BREACH BY LICENSOR OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT NOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” (C) SBG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SBD AND ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF SBD’S USE OF THE CONTENT OR OTHERWISE, WHETHER OR NOT SBG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. (D) THE REPRESENTATIONS, WARRANTIES AND COVENANT TO INDEMNIFY HEREUNDER SHALL SURVIVE THE EXPIRATION OR TERMINATION, FOR ANY REASON, OF THIS AGREEMENT.

MISCELLANEOUS: (A) REMOVAL OF CONTENT: PROMPTLY UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON, SBG SHALL CEASE ANY EXPLOITATION OF THE CONTENT, PROVIDED THAT IT SHALL TAKE A REASONABLE PERIOD OF TIME FOR SBD TO REMOVE THE CONTENT FROM ALL PLATFORMS OF SBG AND SBG’S DISTRIBUTORS. (B) ASSIGNMENT: THIS AGREEMENT MAY BE FULLY ASSIGNED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, BY SBG WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR. THIS AGREEMENT SHALL BE BINDING UPON THE PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES. (C) AMENDMENT/WAIVER: NO MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT SHALL BE BINDING UNLESS CONFIRMED IN A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES. (D) NO PARTNERSHIP: NOTHING CONTAINED HEREIN SHALL BE CONSTRUED OR DEEMED TO CONSTITUTE A PARTNERSHIP, JOINT VENTURE, OR EMPLOYER-EMPLOYEE RELATIONSHIP OF ANY KIND AMONG THE PARTIES HERETO AND NO PARTY IS OR SHALL HOLD ITSELF OUT TO BE AN AGENT OF THE OTHER. (E) APPLICABLE LAW / DISPUTE RESOLUTION: THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BREACH OF THIS AGREEMENT THAT CANNOT BE AMICABLY RESOLVED BETWEEN THE PARTIES WILL BE SETTLED BY SOLE AND EXCLUSIVE BINDING ARBITRATION, IN SAN FRANCISCO, CALIFORNIA, UNDER THE RULES AND AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. (F) SEVERABILITY. IN THE EVENT ANY PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD

OF THIS AGREEMENT, OR THE APPLICATION OF ANY PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD IN ANY CIRCUMSTANCES, IS HELD TO BE INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT, OR OF THE APPLICATION OF ANY SUCH PROVISION, SENTENCE, CLAUSE, PHRASE OR WORD IN ANY OTHER CIRCUMSTANCES. (G) ENTIRE AGREEMENT. THIS AGREEMENT EMBODIES, MERGES AND INTEGRATES ALL PRIOR AND CURRENT AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES TO THIS AGREEMENT. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT.

TERMS OF SERVICE (THE “AGREEMENT”)

BASIC TERMS

THE RINGSIDE FOUNDATION, LLC . AND ITS AFFILIATES AND SUB LICENSEES (“PRODUCER”, “WE”, OR “US”) OFFERS FILMS, VIDEOS, AND OTHER AUDIO-VISUAL ENTERTAINMENT (THE “SERVICE”) THROUGH ITS WEBSITE CURRENTLY LOCATED AT (HTTP://WWW.SHADOWBOX.SPACE), WHICH EXACT URL MAY CHANGE FROM TIME TO TIME (THE “SITE”). IF APPLICABLE, YOU MAY BE REQUIRED TO SET UP AN ACCOUNT TO ACCESS THE PORTIONS OF SITE OR SERVICE THAT ALLOW THE DOWNLOADING OF FILMS AND VIDEOS. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SITE AND SERVICE, FOR ANY CONTENT YOU POST TO THE SITE OR SERVICE, AND FOR ANY CONSEQUENCES THEREOF. ANY CONTENT YOU SUBMIT, POST, OR DISPLAY, INCLUDING WITHOUT LIMITATION ANY VIDEO CONTENT (THE “CONTENT”) MAY BE ABLE TO BE VIEWED BY OTHER USERS OF THE SITE AND SERVICE AND THROUGH THIRD-PARTY SERVICES AND WEBSITES. YOU SHOULD ONLY PROVIDE CONTENT THAT YOU ARE COMFORTABLE SHARING WITH OTHERS UNDER THE TERMS OF THIS AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PRODUCER. PLEASE READ IT CAREFULLY.

THIS AGREEMENT INCLUDES THE FOLLOWING TERMS, THE PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND POSTING GUIDELINES, WHICH ARE EACH INCORPORATED HERE BY REFERENCE, AND ANY OTHER POLICIES, GUIDELINES AND AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT FROM TIME TO TIME. BY USING THE SITE OR SERVICE IN ANY WAY, YOU IRREVOCABLY ACCEPT THE TERMS OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY, COPYRIGHT AND DMCA POLICY, UPLOADING AND POSTING GUIDELINES AND ANY OTHER POLICIES, GUIDELINES AND AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT FROM TIME TO TIME), WHICH FORMS A BINDING AGREEMENT BETWEEN YOU AND PRODUCER. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR SERVICE. THE SITE AND SERVICE ARE NOT DIRECTED TO – AND THE SITE AND SERVICE ARE NOT OPEN FOR USE BY – CHILDREN YOUNGER THAN THIRTEEN (13) WITH THE PRIOR WRITTEN CONSENT OF A PARENT OR LEGAL GUARDIAN, AS DESCRIBED HEREAFTER. IF YOU ARE UNDER AGE 13, DO NOT USE THE SITE OR SERVICE OR PROVIDE PERSONAL INFORMATION THROUGH THE SITE OR SERVICE (UNLESS WE HAVE RECEIVED YOUR PARENT’S OR LEGAL GUARDIAN’S PRIOR WRITTEN CONSENT). IF WE DISCOVER THAT ANY PERSONAL INFORMATION HAS BEEN PROVIDED BY CHILDREN YOUNGER THAN THIRTEEN (13) WITHOUT SUCH WRITTEN CONSENT, IT WILL BE REMOVED IMMEDIATELY.

OWNERSHIP

THE SITE AND SERVICE, AND EACH OF THEIR COMPONENTS, ARE THE COPYRIGHTED PROPERTY OF PRODUCER AND ITS VARIOUS PROVIDERS AND DISTRIBUTORS, OR ARE THE USER-GENERATED-CONTENT OF VISITORS TO THIS SITE OR SERVICE. PORTIONS OF THE CONTENT FOUND ON THIS SITE OR SERVICE MAY BE OWNED BY SUCH PROVIDERS AND DISTRIBUTORS OR BY VISITORS TO THIS SITE OR SERVICE, AND IS THE COPYRIGHTED WORK OF THE RESPECTIVE PARTY. NONE OF THE CONTENT OR DATA FOUND ON THIS SITE OR SERVICE MAY BE REPRODUCED, REPUBLISHED, DISTRIBUTED, SOLD, TRANSFERRED, OR MODIFIED WITHOUT THE EXPRESS WRITTEN PERMISSION OF PRODUCER AND ITS PROVIDERS, DISTRIBUTORS OR VISITORS. IN ADDITION, THE TRADEMARKS, LOGOS AND SERVICE MARKS DISPLAYED ON THIS SITE AND SERVICE (COLLECTIVELY, THE “TRADEMARKS”) ARE THE REGISTERED AND COMMON LAW TRADEMARKS OF PRODUCER AND VARIOUS THIRD PARTIES. NOTHING CONTAINED ON THIS SITE OR SERVICE SHOULD BE CONSTRUED AS GRANTING, BY IMPLICATION, ESTOPPELS, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY OF THE TRADEMARKS WITHOUT THE WRITTEN PERMISSION OF PRODUCER OR SUCH OTHER PARTY THAT MAY OWN THE TRADEMARK. THIS AGREEMENT IS ALSO PRODUCER’S PROPERTY AND IS SUBJECT TO COPYRIGHT PROTECTION.

YOUR RIGHTS

LICENSE: ON THE CONDITION THAT YOU COMPLY WITH ALL YOUR OBLIGATIONS UNDER THIS AGREEMENT, PRODUCER GRANTS YOU A LIMITED, NON-EXCLUSIVE, LICENSE TO ACCESS AND USE THE SITE AND SERVICE FOR YOUR OWN PERSONAL, NON COMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO VIEW CONTENT AVAILABLE ON THE SITE. THIS LICENSE IS PERSONAL TO YOU AND MAY NOT BE ASSIGNED OR SUBLICENSED TO ANYONE ELSE. ANY OTHER USE OF THE SITE OR SERVICE CONTRARY TO OUR MISSION AND PURPOSE IS STRICTLY PROHIBITED AND A VIOLATION OF THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE FOR THE ACTIVITY THAT OCCURS ON YOUR ACCOUNT AND FOR THE CONTENT YOU UPLOAD AND, IF APPLICABLE, YOU MUST KEEP YOUR ACCOUNT PASSWORD SECURE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TITLE, OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, AND ALL OTHER RIGHTS AND INTEREST IN THE SITE AND SERVICE AND ALL RELATED ITEMS, INCLUDING ANY AND ALL COPIES MADE OF THE SITE OR SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED BY PRODUCER ARE RESERVED.

COMMERCIAL USE FORBIDDEN: YOU MAY NOT USE THE SITE OR SERVICE FOR COMMERCIAL PURPOSES. OTHER RESTRICTIONS: EXCEPT AS EXPRESSLY PERMITTED BY PRODUCER IN WRITING, YOU WILL NOT REPRODUCE, RETRANSMIT, DISSEMINATE, PUBLISH, BROADCAST, CIRCULATE, REDISTRIBUTE, SELL, COMMERCIALLY EXPLOIT, CREATE DERIVATIVE WORKS FROM, DECOMPILE, REVERSE ENGINEER, OR DISASSEMBLE THE SITE OR SERVICE OR ANY WORKS POSTED TO IT OTHER THAN YOUR OWN WORKS, NOR USE ANY WORKS POSTED ON THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD, DISPLAY AND PRINT ONE COPY OF THE MATERIALS PRESENTED ON THE SITE OR SERVICE ON A SINGLE COMPUTER FOR YOUR PERSONAL, NONCOMMERCIAL USE ONLY. “DEEP-LINKING,” “EMBEDDING” OR USING ANALOGOUS TECHNOLOGY IS STRICTLY PROHIBITED UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY PRODUCER. UNAUTHORIZED USE OF THIS SITE OR SERVICE AND THE MATERIALS CONTAINED ON THEREIN MAY VIOLATE APPLICABLE COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY LAWS OR OTHER LAWS. YOU MUST RETAIN ALL COPYRIGHT AND TRADEMARK NOTICES, AND ANY OTHER PROPRIETARY NOTICES, CONTAINED IN THE

MATERIALS. THE USE OF SUCH MATERIALS ON ANY OTHER WEBSITE OR IN ANY ENVIRONMENT OF NETWORKED COMPUTERS OR FOR ANY UNLAWFUL PURPOSE IS PROHIBITED. YOU WILL NOT TAKE ANY MEASURES TO INTERFERE WITH OR DAMAGE THE SITE OR SERVICE. YOU AGREE THAT YOU WILL NOT USE ANY DEVICE, SOFTWARE OR OTHER INSTRUMENTALITY TO INTERFERE OR ATTEMPT TO INTERFERE WITH THE PROPER WORKING OF THE SITE OR SERVICE, AND THAT YOU WILL NOT TAKE ANY ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON OUR INFRASTRUCTURE. IN ADDITION, YOU AGREE THAT YOU WILL NOT USE ANY ROBOT, SPIDER, OTHER AUTOMATIC DEVICE, OR MANUAL PROCESS TO MONITOR OR COPY OUR WEB PAGES OR THE CONTENT CONTAINED HEREIN, INCLUDING THE EMAIL ADDRESSES OF OUR MEMBERS, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT FROM PRODUCER (SUCH CONSENT IS DEEMED GIVEN FOR STANDARD SEARCH ENGINE TECHNOLOGY EMPLOYED BY INTERNET SEARCH WEBSITES TO DIRECT INTERNET USERS TO THIS SITE OR SERVICE). YOU MAY NOT MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE ANY PORTION OF THE SITE OR SERVICE OR CREATE A DATABASE BY DOWNLOADING AND STORING CONTENT FROM THIS SITE OR SERVICE.

AGE REQUIREMENTS

MINORS RESTRICTED: YOU MUST BE AT LEAST 13 YEARS OLD TO USE THE SITE AND SERVICE. IF YOU ARE AT LEAST 13, BUT ARE STILL A MINOR (THIS DEPENDS ON WHERE YOU LIVE), YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SITE AND SERVICE. PLEASE HAVE HIM OR HER READ THIS AGREEMENT WITH YOU.

NOTICE TO PARENTS AND GUARDIANS: BY GRANTING YOUR CHILD PERMISSION TO USE THE SITE AND SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR CHILD. YOU ARE RESPONSIBLE FOR MONITORING AND SUPERVISING YOUR CHILD’S USE OF THE SITE AND SERVICE. PARENTAL CONTROL PROTECTIONS (SUCH AS COMPUTER HARDWARE, SOFTWARE, OR FILTERING SERVICES) ARE COMMERCIALLY AVAILABLE THAT MAY ASSIST YOU IN LIMITING ACCESS TO MATERIAL THAT IS HARMFUL TO MINORS. IF YOUR CHILD IS USING THE SITE OR SERVICE AND IS EITHER UNDER 13 OR DOES NOT HAVE YOUR PERMISSION, PLEASE CONTACT US IMMEDIATELY SO THAT WE CAN DISABLE HIS OR HER ACCESS. IF YOU HAVE QUESTIONS ABOUT WHETHER THE SITE O R S E R V I C E I S A P P R O P R I AT E F O R Y O U R C H I L D , C O N TA C T U S AT [email protected].

WARNING: EVEN IF YOU ARE OLD ENOUGH TO USE THE SITE AND SERVICE AND/OR HAVE YOUR PARENT’S OR GUARDIAN’S PERMISSION, SOME OF THE CONTENT AVAILABLE WITHIN THE SITE OR SERVICE MAY NOT BE APPROPRIATE FOR YOU. SOME CONTENT MAY CONTAIN “R-RATED” MATERIAL, NUDITY, PROFANITY, AND MATURE SUBJECT MATTER. IF YOU ARE UNDER 18, DO NOT VIEW SUCH CONTENT.

THIRD PARTY WEBSITES

THE LINKS FROM THE SITE TO ANY OTHER WEBSITES ARE PROVIDED FOR YOUR INFORMATION AND CONVENIENCE ONLY. PRODUCER DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY WEBSITE LINKED FROM THE SITE (OR ANY WEBSITE LINKING TO THIS SITE OR SERVICE) INCLUDING ITS CONTENT AND OPERATION. PRODUCER DOES NOT REVIEW OR MONITOR SUCH LINKS. A LINK FROM THE SITE TO ANOTHER WEBSITE (OR A LINK FROM ANOTHER WEBSITE TO THIS SITE OR SERVICE) DOES NOT CONSTITUTE A REFERRAL, ENDORSEMENT, APPROVAL,

ADVERTISING, OFFER OR SOLICITATION WITH RESPECT TO SUCH WEBSITE, ITS CONTENTS, OR ANY PRODUCTS OR SERVICES ADVERTISED OR DISTRIBUTED THROUGH THAT WEBSITE. PRODUCER IS NOT RESPONSIBLE FOR THE CONTENT OR THE PRIVACY PRACTICES EMPLOYED BY OTHER WEBSITES.

YOUR OBLIGATIONS

YOU MUST COMPLY WITH ALL APPLICABLE LAWS, THE AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME WITH OR WITHOUT ADVANCE NOTICE, AND THE POLICIES AND PROCESSES EXPLAINED IN THIS AGREEMENT AND THE PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND POSTING GUIDELINES.

IN USING THE SITE OR SERVICE, YOU MUST BEHAVE IN A CIVIL AND RESPECTFUL MANNER AT ALL TIMES. FURTHER, YOU AGREE YOU WILL NOT: (1) ACT IN A DECEPTIVE MANNER BY, AMONG OTHER THINGS, IMPERSONATING ANY PERSON; (2) HARASS OR STALK ANY OTHER PERSON; (3) HARM OR EXPLOIT MINORS; (4) DISTRIBUTE “SPAM”; (5) COLLECT INFORMATION ABOUT OTHERS; OR (6) ADVERTISE OR SOLICIT OTHERS TO PURCHASE ANY PRODUCT OR SERVICE WITHIN THE SITE. PRODUCER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR ALL CONDUCT ON AND CONTENT SUBMITTED TO THE SITE OR SERVICE AND TO REMOVE ANY CONTENT FOR ANY REASON, INCLUDING BECAUSE THE CONTENT IS DEEMED TO BE INAPPROPRIATE OR BECAUSE THIRD

PARTIES HAVE COMPLAINED REGARDING THE CONTENT. YOU MUST NOT COPY OR TRANSMIT ANY CONTENT ON THE SITE OR SERVICE (OR ANY CODING WITHIN THE SITE OR SERVICE) WITHOUT THE EXPRESS, WRITTEN PERMISSION OF PRODUCER. THE SITE AND SERVICE REMAIN THE EXCLUSIVE PROPERTY OF THE PRODUCER. YOU AGREE TO NOTIFY PRODUCER IMMEDIATELY AT [email protected] IF YOU BELIEVE THAT ANYTHING ON THE SITE OR SERVICE VIOLATES ANY OF YOUR RIGHTS. PLEASE SEE THE COPYRIGHT AND DCMA POLICY FOR FURTHER INFORMATION. IN ADDITION TO REVIEWING THIS AGREEMENT, YOU AGREE TO READ THE OFFICIAL RULES THAT ACCOMPANY SPECIAL OFFER, COUPON, DISCOUNT OR PROMOTION THAT WE MAY OFFER OR CONDUCT BEFORE YOU PARTICIPATE IN SUCH OFFER, COUPON, DISCOUNT, OR PROMOTION.

LICENSES GRANTED BY YOU

AS BETWEEN YOU AND PRODUCER, YOU OWN THE CONTENT THAT YOU SUBMIT TO THE SITE/SERVICE. LICENSE TO PRODUCER: BY SUBMITTING CONTENT TO THE SITE OR SERVICE, YOU GRANT PRODUCER AND ITS SUB LICENSEES AND AFFILIATES A LIMITED, WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE LICENSE AND RIGHT TO USE, COPY, TRANSMIT, PUBLISH, DISSEMINATE, DISTRIBUTE, PUBLICLY PERFORM AND DISPLAY (THROUGH ALL MEDIA NOW KNOWN OR HEREAFTER CREATED), AND MAKE DERIVATIVE WORKS FROM YOUR CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODUCER SHALL HAVE THE RIGHT TO: (I) DISPLAY THE CONTENT WITHIN THE SITE OR SERVICE; (II) DISPLAY THE CONTENT ON THIRD-PARTY WEBSITES AND APPLICATIONS THROUGH A CONTENT EMBED OR PRODUCER’S API; (III) ALLOW OTHER USERS TO PLAY, DOWNLOAD, AND EMBED ON THIRD-PARTY WEBSITES THE CONTENT; (III) USE THE CONTENT TO PROMOTE PRODUCER, PRODUCER’S FUNDERS AND PARTNERS, THE SITE, OR SERVICE; AND (IV) ARCHIVE OR PRESERVE THE CONTENT FOR DISPUTES, LEGAL PROCEEDINGS, OR INVESTIGATIONS. PRODUCER AND ITS AFFILIATES

AND SUB LICENSEES WILL HAVE THE RIGHT TO USE YOUR SUGGESTIONS WITHOUT ANY COMPENSATION TO YOU.

LICENSE TO OTHER USERS: YOU FURTHER GRANT ALL USERS OF THE SITE OR SERVICE PERMISSION TO VIEW YOUR CONTENT FOR THEIR PERSONAL, NON- COMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO USE, COPY, DISPLAY, AND MAKE DERIVATIVE WORKS FROM THE CONTENT SOLELY TO THE EXTENT NECESSARY TO VIEW THE CONTENT. THE FOREGOING LICENSES ARE IN ADDITION TO ANY LICENSE YOU MAY DECIDE TO GRANT (E.G., A CREATIVE COMMONS LICENSE).

DURATION OF LICENSES: THE ABOVE LICENSES WILL CONTINUE UNLESS AND UNTIL YOU REMOVE YOUR CONTENT FROM THE SERVICE AND SITE OR TERMINATE THE AGREEMENT (SEE TERMINATION SECTION BELOW), IN WHICH CASE THE LICENSES WILL TERMINATE WITHIN A COMMERCIALLY REASONABLE PERIOD OF TIME. NOTWITHSTANDING THE FOREGOING, THE LICENSES FOR PROMOTION AND FOR LEGAL ARCHIVAL/PRESERVATION PURPOSES ARE IRREVOCABLE AND WILL CONTINUE INDEFINITELY AND WILL NOT BE AFFECTED BY TERMINATION OF THE AGREEMENT. IN ADDITION, PRODUCER MAY RETAIN THE PUBLIC SERVER COPIES OF YOUR CONTENT THAT HAS BEEN REMOVED OR DELETED REGARDLESS OF WHETHER THE AGREEMENT HAS BEEN TERMINATED. PLEASE ALSO NOTE THAT REMOVED CONTENT MAY BE CACHED IN SEARCH ENGINE INDICES AFTER REMOVAL AND THAT PRODUCER HAS NO CONTROL OVER SUCH CACHING. (C.) NO OBLIGATION TO USE CONTENT: PRODUCER IS UNDER NO OBLIGATION TO USE ANY CONTENT. PRODUCER MAY REMOVE CONTENT FROM THE SITE OR SERVICE AT ANY TIME AND FOR ANY REASON.

CONTENT RESTRICTIONS

ALL CONTENT YOU SUBMIT MUST ALSO COMPLY WITH OUR UPLOADING AND POSTING GUIDELINES.

YOUR REPRESENTATIONS AND WARRANTIES

YOU REPRESENT AND WARRANT THAT YOU: (1) ARE NOT CURRENTLY RESTRICTED FROM USING THE SITE OR SERVICES, OR NOT OTHERWISE PROHIBITED FROM HAVING AN ACCOUNT WITH US; (2) HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND DOING SO WILL NOT VIOLATE ANY OTHER AGREEMENT TO WHICH YOU ARE A PARTY; (3) WILL NOT VIOLATE ANY OF OUR RIGHTS OR THE RIGHTS OF OTHER SITE/SERVICE USERS, INCLUDING INTELLECTUAL PROPERTY RIGHTS SUCH AS COPYRIGHT OR TRADEMARK RIGHTS; (4) AGREE TO PROVIDE AT YOUR COST ALL EQUIPMENT, SOFTWARE, AND INTERNET ACCESS NECESSARY TO USE THE SITE OR SERVICE; (5) YOU HAVE THE RIGHT TO SUBMIT THE CONTENT TO US AND GRANT THE LICENSES SET FORTH IN THIS AGREEMENT; (6) WE DO NOT AND WILL NOT NEED TO OBTAIN LICENSES FROM ANY THIRD PARTY OR PAY ROYALTIES TO ANY THIRD PARTY IN CONNECTION WITH YOUR CONTENT FOR ANY REASON; (7) THE CONTENT DOES NOT INFRINGE ANY THIRD PARTY’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY RIGHTS; AND (8) THE CONTENT COMPLIES WITH ALL TERMS OF THIS AGREEMENT AND ALL APPLICABLE LAWS. IN ADDITION, YOU AFFIRM THAT YOU ARE EITHER MORE THAN 18 YEARS OF AGE, OR AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THIS AGREEMENT. IN ANY CASE, YOU AFFIRM THAT YOU ARE OVER THE AGE OF 13, AS THE SERVICE/SITE IS NOT INTENDED FOR CHILDREN UNDER

PLEASE NOTE: IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT USE THE SITE OR SERVICE. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE.

INDEMNIFICATION

YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PRODUCER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, FUNDERS, CONTRACTORS, SUB LICENSEES, SHAREHOLDERS, AND AGENTS, FOR ALL DAMAGES, LOSSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COSTS) RELATED TO ALL THIRD-PARTY CLAIMS, CHARGES, AND INVESTIGATIONS THAT: (1) ARISE FROM YOUR ACTIVITIES ON THE SITE OR SERVICE; (2) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT, INCLUDING ANY REPRESENTATIONS AND WARRANTIES HEREIN; (3) ARISE FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY REPRESENTATIONS OR WARRANTIES HEREIN; OR (4) ASSERT THAT ANY CONTENT YOU SUBMITTED VIOLATES ANY LAW OR INFRINGES ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE.

PRIVACY

YOU IRREVOCABLY AGREE TO OUR PRIVACY POLICY AND HAVE READ IT BEFORE DECIDING TO USE THE SITE OR SERVICE. PLEASE NOTE: THAT IDEAS YOU POST AND INFORMATION YOU SHARE MAY BE SEEN AND USED BY OTHER SITE/SERVICE USERS, AND WE CANNOT GUARANTEE THAT OTHER SITE/ SERVICE USERS WILL NOT USE THE IDEAS AND INFORMATION THAT YOU SHARE ON THE SITE OR SERVICE. THEREFORE, IF YOU HAVE AN IDEA OR INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL AND/OR DON’T WANT OTHERS TO USE, OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ON THE SITE OR SERVICE. WE ARE NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE SITE OR SERVICE.

MEMBERSHIP

REGISTRATION: TO FULLY USE THE SITE OR SERVICE, YOU MAY BE REQUIRED TO REGISTER AS A MEMBER BY PROVIDING A USER NAME, PASSWORD, AND VALID EMAIL ADDRESS. YOU MUST PROVIDE COMPLETE AND ACCURATE REGISTRATION INFORMATION TO PRODUCER AND NOTIFY US IF YOUR INFORMATION CHANGES. IF YOU ARE A BUSINESS, GOVERNMENT, OR NON-PROFIT ENTITY, THE PERSON WHOSE EMAIL ADDRESS IS ASSOCIATED WITH THE ACCOUNT MUST HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT.

USER NAME: WE ENCOURAGE YOU TO USE YOUR REAL NAME. IF YOU ARE A BUSINESS, GOVERNMENT, OR NON-PROFIT ENTITY, YOU MUST USE THE ACTUAL NAME OF YOUR ORGANIZATION. WHEN CREATING YOUR ACCOUNT, YOU MUST PROVIDE ACCURATE AND COMPLETE INFORMATION. YOU MAY NOT USE SOMEONE ELSE’S NAME, A NAME THAT VIOLATES ANY THIRD PARTY RIGHT, OR A NAME THAT IS OBSCENE OR OTHERWISE OBJECTIONABLE.

ACCOUNT SECURITY: YOU ARE RESPONSIBLE FOR ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT, INCLUDING ANY ACTIVITY BY UNAUTHORIZED USERS. YOU MUST NOT ALLOW OTHERS TO USE YOUR ACCOUNT. YOU MUST SAFEGUARD THE CONFIDENTIALITY OF YOUR PASSWORD. IF YOU ARE USING A COMPUTER THAT OTHERS HAVE ACCESS TO, YOU MUST LOG OUT OF YOUR ACCOUNT AFTER USING THE PRODUCER SERVICE. IF YOU BECOME AWARE OF AN UNAUTHORIZED ACCESS TO YOUR ACCOUNT, YOU MUST CHANGE YOUR PASSWORD AND NOTIFY US IMMEDIATELY AT [email protected].

TERM AND TERMINATION; ACCOUNT DELETION

TERM: THIS AGREEMENT BEGINS ON THE DATE YOU FIRST USE THE SITE OR SERVICE AND CONTINUES AS LONG AS YOU USE THE SITE OR SERVICE OR HAVE AN ACCOUNT WITH US, EXCEPT AS OTHERWISE TERMINATED AS PROVIDED IN THIS AGREEMENT. MUTUAL RIGHTS OF TERMINATION: YOU MAY TERMINATE THIS AGREEMENT, FOR ANY OR NO REASON, AT ANY TIME, WITH NOTICE TO PRODUCER PURSUANT TO SECTION 18 OF THIS AGREEMENT. THIS NOTICE WILL BE EFFECTIVE UPON PRODUCER PROCESSING YOUR NOTICE. PRODUCER MAY TERMINATE THE AGREEMENT AND YOUR ACCOUNT FOR ANY REASON OR NO REASON, AT ANY TIME, WITH OR WITHOUT NOTICE. SUCH TERMINATION WILL BE EFFECTIVE IMMEDIATELY OR AS MAY BE SPECIFIED IN THE NOTICE. TERMINATION OF YOUR ACCOUNT MAY ALSO INCLUDE DISABLING YOUR ACCESS TO THE SITE OR SERVICE.

TERMINATION FOR BREACH: PRODUCER MAY SUSPEND, DISABLE, TERMINATE OR DELETE YOUR ACCOUNT (OR ANY PART THEREOF) OR BLOCK OR REMOVE ANY CONTENT YOU SUBMITTED FOR ANY REASON, INCLUDING IF PRODUCER DETERMINES THAT YOU HAVE VIOLATED ANY PROVISION OF THIS AGREEMENT OR THAT YOUR CONDUCT OR CONTENT WOULD TEND TO DAMAGE PRODUCER’S REPUTATION AND GOODWILL OR FOR ANY OTHER BEHAVIOR THAT WE, IN OUR SOLE DISCRETION, DEEM CONTRARY TO THE PURPOSE OF THE SITE OR SERVICES. IF PRODUCER DELETES YOUR ACCOUNT AND/ OR TERMINATES THIS AGREEMENT, YOU MAY NOT USE OR RE-REGISTER FOR THE SITE OR SERVICE. PRODUCER MAY BLOCK YOUR EMAIL ADDRESS AND INTERNET PROTOCOL ADDRESS TO PREVENT FURTHER USE OR REGISTRATION.

EFFECT OF TERMINATION/ACCOUNT DELETION: UPON TERMINATION, ALL LICENSES GRANTED BY PRODUCER WILL TERMINATE. ALL SECTIONS OF THIS AGREEMENT THAT INDICATE THAT THEY ARE PERPETUAL, INDICATE THEY SURVIVE TERMINATION, OR THAT INDICATE THAT THEY ARE IRREVOCABLE, ALL REPRESENTATIONS AND WARRANTIES, AND ALL INDEMNIFICATION PROVISIONS HEREIN WILL SURVIVE TERMINATION. IN THE EVENT OF ACCOUNT DELETION OR TERMINATION, CONTENT THAT YOU SUBMITTED MAY NO LONGER BE AVAILABLE. PRODUCER IS NOT RESPONSIBLE FOR THE LOSS OF SUCH CONTENT.

DISCLAIMERS AND EXCLUSION OF WARRANTY

PRODUCER RESERVES THE RIGHT TO MODIFY THE SITE AND SERVICE. YOU ARE RESPONSIBLE FOR PROVIDING YOUR OWN ACCESS (E.G., COMPUTER, MOBILE DEVICE, INTERNET CONNECTION, ETC.) TO THE PRODUCER SERVICE. PRODUCER HAS NO OBLIGATION TO SCREEN OR MONITOR ANY CONTENT AND DOES NOT GUARANTEE THAT ANY CONTENT AVAILABLE ON THE SITE OR SERVICE COMPLIES WITH THIS AGREEMENT OR IS SUITABLE FOR ALL USERS. PRODUCER PROVIDES THE SITE AND SERVICE ON AN

“AS IS” AND “AS AVAILABLE” BASIS. YOU THEREFORE USE THE SITE AND SERVICE AT YOUR OWN RISK. PRODUCER AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT THAT THE SITE OR SERVICE WILL BE FREE OF DEFECTS, VIRUSES, OR OTHER HARMFUL ITEMS. PRODUCER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS THAT MAY RESULT FROM HACKING OR OTHER INFILTRATION OF THE SITE OR SERVICE OR THE PRODUCER COMPUTER SYSTEM, THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SITE OR SERVICE.

PRODUCER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. WITHOUT LIMITING THE FOREGOING, PRODUCER MAKES NO REPRESENTATIONS OR WARRANTIES: (1) THAT THE SITE OR SERVICE WILL BE PERMITTED IN YOUR JURISDICTION; (2) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (3) CONCERNING ANY CONTENT SUBMITTED BY ANY MEMBER; (4) CONCERNING ANY THIRDPARTY’S USE OF CONTENT THAT YOU SUBMIT; (5) THAT ANY CONTENT YOU SUBMIT WILL BE MADE AVAILABLE ON THE SITE OR SERVICE OR WILL BE STORED BY PRODUCER; (6) THAT THE SITE OR SERVICE WILL MEET YOUR BUSINESS OR PROFESSIONAL NEEDS; (7) THAT SITE OR SERVICE WILL CONTINUE OR THAT ANY SITE/SERVICE FEATURE WILL CONTINUE ; OR (8) CONCERNING SITES AND RESOURCES OUTSIDE OF THE SITE OR SERVICE, EVEN IF LINKED TO FROM THE SITE OR SERVICE. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE OR SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON THE SITE OR SERVICE OR ANY INFORMATION THEREIN, OR IT’S CONTINUATION. WE PROVIDE THE PLATFORM FOR THE SITE AND SERVICE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS.

PRODUCER DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE SITE OR SERVICE OR ANYTHING RELATED TO THE SITE OR SERVICE. YOU MAY CLOSE YOUR ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 13 (“TERMINATION”) AND SUCH TERMINATION WILL BE YOUR SOLE AND EXCLUSIVE REMEDY. PRODUCER IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH THE PRODUCER SERVICE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SITE/SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE/SERVICE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. PRODUCER DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SITE OR SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF

ITS SITE OR SERVICE BY OTHER USERS OF THE COMMUNITY; THEREFORE, PRODUCER DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. PRODUCER DOES

NOT GUARANTEE THAT THE SITE OR SERVICE IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING.

IN PARTICULAR, THE OPERATION OF THE SITE OR SERVICE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. PRODUCER DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, PRODUCER DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SITE OR SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

LIMITATION OF LIABILITY.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF THE SITE OR SERVICE, ANY CONTENT THEREON, OR ANY OTHER MATERIAL (INCLUDING WITHOUT LIMITATION SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE OR SERVICE.

NEITHER PRODUCER NOR ANY OF OUR SUBSIDIARIES, FUNDERS, AFFILIATED COMPANIES, EMPLOYEES, OFFICERS, CONTRACTORS, SHAREHOLDERS, OR DIRECTORS (THE “AFFILIATES”) WILL BE CUMULATIVELY (OR OTHERWISE) LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SITE OR SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR SERVICE. THE TOTAL LIABILITY OF PRODUCER AND ITS AFFILIATES IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SITE OR SERVICE. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WITHOUT IT THE TERMS WOULD BE DIFFERENT. THIS LIMITATION OF LIABILITY WILL:

APPLY REGARDLESS OF WHETHER (1) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (2) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (3) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND NOT APPLY TO ANY DAMAGE THAT THE SITE OR SERVICE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED FROM IN THIS AGREEMENT.

COMPLIANCE NOTICE PURSUANT TO 18 U.S.C. § 2257

ALL PICTURES, GRAPHICS, VIDEOS, AND OTHER VISUAL MEDIA DISPLAYED BY PRODUCER ON THE SITE OR SERVICE ARE EXEMPT FROM 18 U.S.C. § 2257 AND 28 C.F.R. 75 BECAUSE THEY DO NOT CONSIST OF DEPICTIONS OF CONDUCT AS SPECIFICALLY LISTED IN 18 U.S.C. § 2256 (2) (A) – (D), BUT ARE MERELY, AT MOST, DEPICTIONS OF NON- SEXUALLY EXPLICIT NUDITY, OR ARE DEPICTIONS OF SIMULATED SEXUAL CONDUCT, OR ARE

OTHERWISE EXEMPT BECAUSE THE VISUAL DEPICTIONS WERE CREATED PRIOR TO NOVEMBER 1, 1990. PRODUCER IS NOT THE PRIMARY PRODUCER OF ANY CONTENT CONTAINED IN THE SITE OR SERVICE.

EXPORT CONTROL

YOUR USE OF THE SITE AND SERVICE, INCLUDING OUR SOFTWARE, IS SUBJECT TO EXPORT AND RE-EXPORT CONTROL LAWS AND REGULATIONS, INCLUDING THE EXPORT ADMINISTRATION REGULATIONS MAINTAINED BY THE UNITED STATES DEPARTMENT OF COMMERCE AND SANCTIONS PROGRAMS MAINTAINED BY THE TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL. YOU SHALL NOT — DIRECTLY OR INDIRECTLY — SELL, EXPORT, RE-EXPORT, TRANSFER, DIVERT, OR OTHERWISE DISPOSE OF ANY SOFTWARE OR SERVICE TO ANY END-USER WITHOUT OBTAINING THE REQUIRED AUTHORIZATIONS FROM THE APPROPRIATE GOVERNMENT AUTHORITIES. YOU ALSO WARRANT THAT YOU ARE NOT PROHIBITED FROM RECEIVING US ORIGIN PRODUCTS, INCLUDING SERVICES OR SOFTWARE.

GENERAL PROVISIONS

RELATIONSHIP: YOUR USE OF THE SITE OR SERVICE IS INDEPENDENT OF PRODUCER AND NOT AS AN EMPLOYEE, AGENT, PARTNER, OR JOINT VENTURER WITH PRODUCER FOR ANY PURPOSE.

NON-CONFIDENTIAL: EXCEPT AS EXPRESSLY STATED AND AGREED UPON IN ADVANCE BY PRODUCER, NO CONFIDENTIAL RELATIONSHIP WILL BE ESTABLISHED IF ANY USER OF THE SITE OR SERVICE MAKE ANY ORAL, WRITTEN OR ELECTRONIC COMMUNICATION TO PRODUCER (SUCH AS FEEDBACK, QUESTIONS, COMMENTS, SUGGESTIONS, IDEAS, ETC.). IF PRODUCER REQUIRES OR REQUESTS THAT SUCH INFORMATION BE PROVIDED, AND THAT SUCH INFORMATION CONTAINS PERSONAL IDENTIFYING INFORMATION (E.G., NAME, ADDRESS, PHONE NUMBER), PRODUCER WILL OBTAIN, USE AND MAINTAIN IT IN A MANNER CONSISTENT WITH OUR PRIVACY POLICY. OTHERWISE, SUCH COMMUNICATION AND ANY INFORMATION SUBMITTED THEREWITH WILL BE CONSIDERED NON-CONFIDENTIAL, AND PRODUCER WILL BE FREE TO REPRODUCE, PUBLISH OR OTHERWISE USE SUCH INFORMATION FOR ANY PURPOSES WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE RESEARCH, DEVELOPMENT, MANUFACTURE, USE OR SALE OF PRODUCTS INCORPORATING SUCH INFORMATION. THE SENDER OF ANY INFORMATION TO PRODUCER IS FULLY RESPONSIBLE FOR ITS CONTENT, INCLUDING ITS TRUTHFULNESS AND ACCURACY AND ITS NON-INFRINGEMENT OF ANY OTHER PERSON’S PROPRIETARY OR PRIVACY RIGHTS.

GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE UNIFORM COMMERCIAL CODE, THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT, AND THE UNITED NATIONS CONVENTION OF CONTROLS FOR INTERNATIONAL SALE OF GOODS WILL NOT APPLY.

DISPUTES: ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR SERVICE MUST BE COMMENCED IN THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, UNITED STATES OF AMERICA (AND YOU CONSENT TO THE JURISDICTION OF THOSE COURTS). IN ANY SUCH ACTION, PRODUCER AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: HEADINGS ARE FOR CONVENIENCE ONLY AND MAY NOT BE USED TO CONSTRUE THE TERMS OF THIS AGREEMENT. IF ANY TERM OF THIS AGREEMENT IS FOUND INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THAT TERM WILL BE SEVERED FROM THIS AGREEMENT. NO FAILURE OR DELAYS BY PRODUCER IN EXERCISING ANY RIGHT HEREUNDER WILL WAIVE ANY FURTHER EXERCISE OF THAT RIGHT. PRODUCER’S RIGHTS AND REMEDIES HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE.

SUCCESSORS; ASSIGNMENT: THIS AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, AND PERMITTED ASSIGNS (INCLUDING ALL PARTS OF THE AGREEMENT THAT SURVIVE TERMINATION). WE MAY FREELY ASSIGN OR DELEGATE ALL RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, FULLY OR PARTIALLY WITHOUT NOTICE TO YOU. YOU MAY NOT ASSIGN THIS AGREEMENT WITHOUT PRODUCER’S PRIOR WRITTEN CONSENT.

NOTICES: YOU CONSENT TO RECEIVE ALL COMMUNICATIONS INCLUDING NOTICES, AGREEMENTS, DISCLOSURES, OR OTHER INFORMATION FROM PRODUCER ELECTRONICALLY. PRODUCER MAY PROVIDE ALL SUCH COMMUNICATIONS BY EMAIL OR BY POSTING THEM ON THE SITE OR SERVICE. FOR SUPPORT-RELATED INQUIRIES, YOU MAY SEND AN EMAIL TO [email protected]. NOTHING HEREIN SHALL LIMIT PRODUCER’S RIGHT TO OBJECT TO SUBPOENAS, CLAIMS, OR OTHER DEMANDS.

SEVERABILITY: IF ANY PROVISION OF THIS AGREEMENT IS FOUND BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR TO BE ILLEGAL, VOID, OR UNENFORCEABLE, THE UNENFORCEABLE PROVISION WILL BE MODIFIED SO AS TO RENDER IT ENFORCEABLE AND EFFECTIVE TO THE MAXIMUM EXTENT POSSIBLE IN ORDER TO EFFECT THE INTENTION OF THE PROVISION.; AND IF A COURT OR ARBITRATOR FINDS THE MODIFIED PROVISION INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT WILL NOT BE AFFECTED IN ANY WAY. </P>

ENTIRE AGREEMENT: THIS AGREEMENT INCORPORATES THE FOLLOWING DOCUMENTS BY REFERENCE:

1.) PRIVACY POLICY

2.) COPYRIGHT AND DMCA POLICY

3.) UPLOADING AND POSTING GUIDELINES

THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN PRODUCER AND YOU CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS REGARDING THE SAME. AMENDMENTS TO THIS AGREEMENT. WE RESERVE THE RIGHT TO MODIFY, SUPPLEMENT OR REPLACE THE TERMS OF THE AGREEMENT, EFFECTIVE UPON POSTING AT THE SITE OR SERVICE OR NOTIFYING YOU OTHERWISE. FOR EXAMPLE, THE SITE OR SERVICE MAY PRESENT A BANNER ON THE SITE WHEN WE HAVE AMENDED THIS AGREEMENT OR THE PRIVACY POLICY SO THAT YOU MAY ACCESS AND REVIEW THE CHANGES PRIOR TO YOUR CONTINUED USE OF THE SITE. IF YOU DO NOT WANT TO AGREE TO CHANGES TO THE

AGREEMENT, YOU CAN TERMINATE THIS AGREEMENT AT ANY TIME PER SECTION 13 (TERMINATION).

SHADOWBOX LEGAL F: FORMS & FILING

UPDATED SEPTEMBER 2019

PLEASE NOTE: THOSE PARTICIPANTS (AKA SHADOWBOXERS) WHO ARE SELECTED TO BE “PAID PARTICIPANTS” THROUGH OUR SHADOWBOX “TOKEN” MODEL, WILL BE REQUIRED TO COMPLETE IRS FORM W-9. AFTER THE END OF THE CALENDAR YEAR PARTICIPANTS WILL RECEIVE IRS FORM 1099-MISC SHOWING THE SHARE OF PROFITS RECEIVED.

FORM W-9

IF YOU’VE MADE THE DETERMINATION THAT THE PERSON YOU’RE PAYING IS AN INDEPENDENT CONTRACTOR, THE FIRST STEP IS TO HAVE THE CONTRACTOR COMPLETE FORM W-9 (PDF), REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION. THIS FORM CAN BE USED TO REQUEST THE CORRECT NAME AND TAXPAYER IDENTIFICATION NUMBER, OR TIN, OF THE WORKER. A TIN MAY BE EITHER A SOCIAL SECURITY NUMBER (SSN), OR AN EMPLOYER IDENTIFICATION NUMBER (EIN). THE W-9 (PDF) SHOULD BE KEPT IN YOUR FILES FOR FOUR YEARS FOR FUTURE REFERENCE IN CASE OF ANY QUESTIONS FROM THE WORKER OR THE IRS.

FORM 1099-MISC

FORM 1099-MISC (PDF) IS MOST COMMONLY USED BY PAYERS TO REPORT PAYMENTS MADE IN THE COURSE OF A TRADE OR BUSINESS TO OTHERS FOR SERVICES. IF YOU PAID SOMEONE WHO IS NOT YOUR EMPLOYEE, SUCH AS A SUBCONTRACTOR, ATTORNEY OR ACCOUNTANT $600 OR MORE FOR SERVICES PROVIDED DURING THE YEAR, A FORM 1099-MISC (PDF) NEEDS TO BE COMPLETED, AND A COPY OF 1099-MISC (PDF) MUST BE PROVIDED TO THE INDEPENDENT CONTRACTOR BY JANUARY 31 OF THE YEAR FOLLOWING PAYMENT. YOU MUST ALSO SEND A COPY OF THIS FORM TO THE IRS BY FEBRUARY 28 (ALTHOUGH THE FORM DOES NOT HAVE TO BE SENT TO THE IRS UNTIL MARCH 31 IF THE BUSINESS FILES THE 1099S ELECTRONICALLY, USING THE FIRE SYSTEM).

ALSO NOTE THAT INDEPENDENT CONTRACTORS MAY HAVE THEIR OWN EMPLOYEES OR MAY HIRE OTHER INDEPENDENT CONTRACTORS (SUBCONTRACTORS). IN EITHER CASE, THEY SHOULD BE AWARE OF THEIR TAX RESPONSIBILITIES, INCLUDING FILING AND REPORTING REQUIREMENTS, FOR THESE WORKERS. THERE ARE CERTAIN SITUATIONS WHERE A 1099 IS NOT REQUIRED. THESE EXCEPTIONS ARE LISTED IN THE 1099 INSTRUCTIONS (PDF).

FILING ELECTRONICALLY

THE FILING INFORMATION RETURNS ELECTRONICALLY (FIRE) SYSTEM IS SET UP FOR FINANCIAL INSTITUTIONS AND OTHERS TO FILE INFORMATION RETURN FORMS 1042-S, 1098, 1099, 5498, 8027 OR W-2G. INFORMATION RETURNS CAN BE FILED ELECTRONICALLY, HOWEVER, YOU MUST HAVE SOFTWARE THAT CAN PRODUCE THE FILE IN THE PROPER FORMAT AS REQUIRED BY PUBLICATION 1220. FIRE DOES NOT PROVIDE AN ELECTRONIC FILL-IN FORM OPTION.

LOCATED AT WWW.IRS.GOV

SHADOWBOX LEGAL G: SEC NOTICE

UPDATED JULY 2018

SEC.GOV/ICO NOTICE-INVESTOR BULLETIN: INITIAL COIN OFFERINGS DEVELOPERS, BUSINESSES, AND INDIVIDUALS INCREASINGLY ARE USING INITIAL COIN OFFERINGS, ALSO CALLED ICOS OR TOKEN SALES, TO RAISE CAPITAL. THESE ACTIVITIES MAY PROVIDE FAIR AND LAWFUL INVESTMENT OPPORTUNITIES. HOWEVER, NEW TECHNOLOGIES AND FINANCIAL PRODUCTS, SUCH AS THOSE ASSOCIATED WITH ICOS, CAN BE USED IMPROPERLY TO ENTICE INVESTORS WITH THE PROMISE OF HIGH RETURNS IN A NEW INVESTMENT SPACE. THE SEC’S OFFICE OF INVESTOR EDUCATION AND ADVOCACY IS ISSUING THIS INVESTOR BULLETIN TO MAKE INVESTORS AWARE OF POTENTIAL RISKS OF PARTICIPATING IN ICOS. BACKGROUND – INITIAL COIN OFFERINGS VIRTUAL COINS OR TOKENS ARE CREATED AND DISSEMINATED USING DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY. RECENTLY PROMOTERS HAVE BEEN SELLING VIRTUAL COINS OR TOKENS IN ICOS. PURCHASERS MAY USE FIAT CURRENCY (E.G., U.S. DOLLARS) OR VIRTUAL CURRENCIES TO BUY THESE VIRTUAL COINS OR TOKENS. PROMOTERS MAY TELL PURCHASERS THAT THE CAPITAL RAISED FROM THE SALES WILL BE USED TO FUND DEVELOPMENT OF A DIGITAL PLATFORM, SOFTWARE, OR OTHER PROJECTS AND THAT THE VIRTUAL TOKENS OR COINS MAY BE USED TO ACCESS THE PLATFORM, USE THE SOFTWARE, OR OTHERWISE PARTICIPATE IN THE PROJECT. SOME PROMOTERS AND INITIAL SELLERS MAY LEAD BUYERS OF THE VIRTUAL COINS OR TOKENS TO EXPECT A RETURN ON THEIR INVESTMENT OR TO PARTICIPATE IN A SHARE OF THE RETURNS PROVIDED BY THE PROJECT. AFTER THEY ARE ISSUED, THE VIRTUAL COINS OR TOKENS MAY BE RESOLD TO OTHERS IN A SECONDARY MARKET ON VIRTUAL CURRENCY EXCHANGES OR OTHER PLATFORMS.

DEPENDING ON THE FACTS AND CIRCUMSTANCES OF EACH INDIVIDUAL ICO, THE VIRTUAL COINS OR TOKENS THAT ARE OFFERED OR SOLD MAY BE SECURITIES. IF THEY ARE SECURITIES, THE OFFER AND SALE OF THESE VIRTUAL COINS OR TOKENS IN AN ICO ARE SUBJECT TO THE FEDERAL SECURITIES LAWS. TO FACILITATE UNDERSTANDING OF THIS NEW AND COMPLEX AREA, HERE ARE SOME BASIC CONCEPTS THAT YOU SHOULD UNDERSTAND BEFORE INVESTING IN VIRTUAL COINS OR TOKENS:

WHAT IS A BLOCKCHAIN?

A BLOCKCHAIN IS AN ELECTRONIC DISTRIBUTED LEDGER OR LIST OF ENTRIES – MUCH LIKE A STOCK LEDGER – THAT IS MAINTAINED BY VARIOUS PARTICIPANTS IN A NETWORK OF COMPUTERS. BLOCKCHAINS USE CRYPTOGRAPHY TO PROCESS AND VERIFY TRANSACTIONS ON THE LEDGER, PROVIDING COMFORT TO USERS AND POTENTIAL USERS OF THE BLOCKCHAIN THAT ENTRIES ARE SECURE. SOME EXAMPLES OF BLOCKCHAIN ARE THE BITCOIN AND ETHEREUM BLOCKCHAINS, WHICH ARE USED TO CREATE AND TRACK TRANSACTIONS IN BITCOIN AND ETHER, RESPECTIVELY.

WHAT IS A VIRTUAL CURRENCY OR VIRTUAL TOKEN OR COIN?

A VIRTUAL CURRENCY IS A DIGITAL REPRESENTATION OF VALUE THAT CAN BE DIGITALLY TRADED AND FUNCTIONS AS A MEDIUM OF EXCHANGE, UNIT OF ACCOUNT, OR STORE OF VALUE. VIRTUAL TOKENS OR COINS MAY REPRESENT OTHER RIGHTS AS WELL. ACCORDINGLY, IN CERTAIN CASES, THE TOKENS OR COINS WILL BE SECURITIES AND

MAY NOT BE LAWFULLY SOLD WITHOUT REGISTRATION WITH THE SEC OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.

WHAT IS A VIRTUAL CURRENCY EXCHANGE?

A VIRTUAL CURRENCY EXCHANGE IS A PERSON OR ENTITY THAT EXCHANGES VIRTUAL CURRENCY FOR FIAT CURRENCY, FUNDS, OR OTHER FORMS OF VIRTUAL CURRENCY. VIRTUAL CURRENCY EXCHANGES TYPICALLY CHARGE FEES FOR THESE SERVICES. SECONDARY MARKET TRADING OF VIRTUAL TOKENS OR COINS MAY ALSO OCCUR ON AN EXCHANGE. THESE EXCHANGES MAY NOT BE REGISTERED SECURITIES EXCHANGES OR ALTERNATIVE TRADING SYSTEMS REGULATED UNDER THE FEDERAL SECURITIES LAWS. ACCORDINGLY, IN PURCHASING AND SELLING VIRTUAL COINS AND TOKENS, YOU MAY NOT HAVE THE SAME PROTECTIONS THAT WOULD APPLY IN THE CASE OF STOCKS LISTED ON AN EXCHANGE.

WHO ISSUES VIRTUAL TOKENS OR COINS?

VIRTUAL TOKENS OR COINS MAY BE ISSUED BY A VIRTUAL ORGANIZATION OR OTHER CAPITAL RAISING ENTITY. A VIRTUAL ORGANIZATION IS AN ORGANIZATION EMBODIED IN COMPUTER CODE AND EXECUTED ON A DISTRIBUTED LEDGER OR BLOCKCHAIN. THE CODE, OFTEN CALLED A “SMART CONTRACT,” SERVES TO AUTOMATE CERTAIN FUNCTIONS OF THE ORGANIZATION, WHICH MAY INCLUDE THE ISSUANCE OF CERTAIN VIRTUAL COINS OR TOKENS. THE DAO, WHICH WAS A DECENTRALIZED AUTONOMOUS ORGANIZATION, IS AN EXAMPLE OF A VIRTUAL ORGANIZATION.

SOME KEY POINTS TO CONSIDER WHEN DETERMINING WHETHER TO PARTICIPATE IN AN ICO

IF YOU ARE THINKING ABOUT PARTICIPATING IN AN ICO, HERE ARE SOME THINGS YOU SHOULD CONSIDER:

DEPENDING ON THE FACTS AND CIRCUMSTANCES, THE OFFERING MAY INVOLVE THE OFFER AND SALE OF SECURITIES. IF THAT IS THE CASE, THE OFFER AND SALE OF VIRTUAL COINS OR TOKENS MUST ITSELF BE REGISTERED WITH THE SEC, OR BE PERFORMED PURSUANT TO AN EXEMPTION FROM REGISTRATION. BEFORE INVESTING IN AN ICO, ASK WHETHER THE VIRTUAL TOKENS OR COINS ARE SECURITIES AND WHETHER THE PERSONS SELLING THEM REGISTERED THE OFFERING WITH THE SEC. A FEW THINGS TO KEEP IN MIND ABOUT REGISTRATION:

– IF AN OFFERING IS REGISTERED, YOU CAN FIND INFORMATION (SUCH AS A REGISTRATION STATEMENT OR “FORM S-1”) ON SEC.GOV THROUGH EDGAR. – IF A PROMOTER STATES THAT AN OFFERING IS EXEMPT FROM REGISTRATION, AND YOU ARE NOT AN ACCREDITED INVESTOR, YOU SHOULD BE VERY CAREFUL – MOST EXEMPTIONS HAVE NET WORTH OR INCOME REQUIREMENTS.

– ALTHOUGH ICOS ARE SOMETIMES DESCRIBED AS CROWDFUNDING CONTRACTS, IT IS POSSIBLE THAT THEY ARE NOT BEING OFFERED AND SOLD IN COMPLIANCE WITH THE REQUIREMENTS OF REGULATION CROWDFUNDING OR WITH THE FEDERAL SECURITIES LAWS GENERALLY.

– ASK WHAT YOUR MONEY WILL BE USED FOR AND WHAT RIGHTS THE VIRTUAL COIN OR TOKEN PROVIDES TO YOU. THE PROMOTER SHOULD HAVE A CLEAR BUSINESS PLAN THAT YOU CAN READ AND THAT YOU UNDERSTAND. THE RIGHTS THE TOKEN OR COIN

ENTITLES YOU TO SHOULD BE CLEARLY LAID OUT, OFTEN IN A WHITE PAPER OR DEVELOPMENT ROADMAP. YOU SHOULD SPECIFICALLY ASK ABOUT HOW AND WHEN YOU CAN GET YOUR MONEY BACK IN THE EVENT YOU WISH TO DO SO. FOR EXAMPLE, DO YOU HAVE A RIGHT TO GIVE THE TOKEN OR COIN BACK TO THE COMPANY OR TO RECEIVE A REFUND? OR CAN YOU RESELL THE COIN OR TOKEN? ARE THERE ANY LIMITATIONS ON YOUR ABILITY TO RESELL THE COIN OR TOKEN?

– IF THE VIRTUAL TOKEN OR COIN IS A SECURITY, FEDERAL AND STATE SECURITIES LAWS REQUIRE INVESTMENT PROFESSIONALS AND THEIR FIRMS WHO OFFER, TRANSACT IN, OR ADVISE ON INVESTMENTS TO BE LICENSED OR REGISTERED. YOU CAN VISIT INVESTOR.GOV TO CHECK THE REGISTRATION STATUS AND BACKGROUND OF THESE INVESTMENT PROFESSIONALS.

– ASK WHETHER THE BLOCKCHAIN IS OPEN AND PUBLIC, WHETHER THE CODE HAS BEEN PUBLISHED, AND WHETHER THERE HAS BEEN AN INDEPENDENT CYBERSECURITY AUDIT.

– FRAUDSTERS OFTEN USE INNOVATIONS AND NEW TECHNOLOGIES TO PERPETRATE FRAUDULENT INVESTMENT SCHEMES. FRAUDSTERS MAY ENTICE INVESTORS BY TOUTING AN ICO INVESTMENT “OPPORTUNITY” AS A WAY TO GET INTO THIS CUTTING EDGE SPACE, PROMISING OR GUARANTEEING HIGH INVESTMENT RETURNS. INVESTORS SHOULD ALWAYS BE SUSPICIOUS OF JARGON-LADEN PITCHES, HARD SELLS, AND PROMISES OF OUTSIZED RETURNS. ALSO, IT IS RELATIVELY EASY FOR ANYONE TO USE BLOCKCHAIN TECHNOLOGY TO CREATE AN ICO THAT LOOKS IMPRESSIVE, EVEN THOUGH IT MIGHT ACTUALLY BE A SCAM.

– VIRTUAL CURRENCY EXCHANGES AND OTHER ENTITIES HOLDING VIRTUAL CURRENCIES, VIRTUAL TOKENS OR COINS MAY BE SUSCEPTIBLE TO FRAUD, TECHNICAL GLITCHES, HACKS, OR MALWARE. VIRTUAL TOKENS OR VIRTUAL CURRENCY MAY BE STOLEN BY HACKERS.

INVESTING IN AN ICO MAY LIMIT YOUR RECOVERY IN THE EVENT OF FRAUD OR THEFT. WHILE YOU MAY HAVE RIGHTS UNDER THE FEDERAL SECURITIES LAWS, YOUR ABILITY TO RECOVER MAY BE SIGNIFICANTLY LIMITED. IF FRAUD OR THEFT RESULTS IN YOU OR THE ORGANIZATION THAT ISSUED THE VIRTUAL TOKENS OR COINS LOSING VIRTUAL TOKENS, VIRTUAL CURRENCY, OR FIAT CURRENCY, YOU MAY HAVE LIMITED RECOVERY OPTIONS. THIRDPARTY WALLET SERVICES, PAYMENT PROCESSORS, AND VIRTUAL CURRENCY EXCHANGES THAT PLAY IMPORTANT ROLES IN THE USE OF VIRTUAL CURRENCIES MAY BE LOCATED OVERSEAS OR BE OPERATING UNLAWFULLY. LAW ENFORCEMENT OFFICIALS MAY FACE PARTICULAR CHALLENGES WHEN INVESTIGATING ICOS AND, AS A RESULT, INVESTOR REMEDIES MAY BE LIMITED. THESE CHALLENGES INCLUDE:

– TRACING MONEY. TRADITIONAL FINANCIAL INSTITUTIONS (SUCH AS BANKS) OFTEN ARE NOT INVOLVED WITH ICOS OR VIRTUAL CURRENCY TRANSACTIONS, MAKING IT MORE DIFFICULT TO FOLLOW THE FLOW OF MONEY.

– INTERNATIONAL SCOPE. ICOS AND VIRTUAL CURRENCY TRANSACTIONS AND USERS SPAN THE GLOBE. ALTHOUGH THE SEC REGULARLY OBTAINS INFORMATION FROM ABROAD (SUCH AS THROUGH CROSS-BORDER AGREEMENTS), THERE MAY BE RESTRICTIONS ON HOW THE SEC CAN USE THE INFORMATION AND IT MAY TAKE MORE TIME TO GET THE INFORMATION. IN SOME CASES, THE SEC MAY BE UNABLE TO OBTAIN INFORMATION FROM PERSONS OR ENTITIES LOCATED OVERSEAS.

– NO CENTRAL AUTHORITY. AS THERE IS NO CENTRAL AUTHORITY THAT COLLECTS VIRTUAL CURRENCY USER INFORMATION, THE SEC GENERALLY MUST RELY ON OTHER SOURCES FOR THIS TYPE OF INFORMATION.

– FREEZING OR SECURING VIRTUAL CURRENCY. LAW ENFORCEMENT OFFICIALS MAY HAVE DIFFICULTY FREEZING OR SECURING INVESTOR FUNDS THAT ARE HELD IN A VIRTUAL CURRENCY. VIRTUAL CURRENCY WALLETS ARE ENCRYPTED AND UNLIKE MONEY HELD IN A BANK OR BROKERAGE ACCOUNT, VIRTUAL CURRENCIES MAY NOT BE HELD BY A THIRD-PARTY CUSTODIAN.

– BE CAREFUL IF YOU SPOT ANY OF THESE POTENTIAL WARNING SIGNS OF INVESTMENT FRAUD.

– “GUARANTEED” HIGH INVESTMENT RETURNS. THERE IS NO SUCH THING AS GUARANTEED HIGH INVESTMENT RETURNS. BE WARY OF ANYONE WHO PROMISES THAT YOU WILL RECEIVE A HIGH RATE OF RETURN ON YOUR INVESTMENT, WITH LITTLE OR NO RISK.

– UNSOLICITED OFFERS. AN UNSOLICITED SALES PITCH MAY BE PART OF A FRAUDULENT INVESTMENT SCHEME. EXERCISE EXTREME CAUTION IF YOU RECEIVE AN UNSOLICITED COMMUNICATION—MEANING YOU DIDN’T ASK FOR IT AND DON’T KNOW THE SENDER—ABOUT AN INVESTMENT OPPORTUNITY.

– SOUNDS TOO GOOD TO BE TRUE. IF THE INVESTMENT SOUNDS TOO GOOD TO BE TRUE, IT PROBABLY IS. REMEMBER THAT INVESTMENTS PROVIDING HIGHER RETURNS TYPICALLY INVOLVE MORE RISK.

– PRESSURE TO BUY RIGHT NOW. FRAUDSTERS MAY TRY TO CREATE A FALSE SENSE OF URGENCY TO GET IN ON THE INVESTMENT. TAKE YOUR TIME RESEARCHING AN INVESTMENT OPPORTUNITY BEFORE HANDING OVER YOUR MONEY. – UNLICENSED SELLERS. MANY FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS OR UNREGISTERED FIRMS. CHECK LICENSE AND REGISTRATION STATUS ON INVESTOR.GOV.

– NO NET WORTH OR INCOME REQUIREMENTS. THE FEDERAL SECURITIES LAWS REQUIRE SECURITIES OFFERINGS TO BE REGISTERED WITH THE SEC UNLESS AN EXEMPTION FROM REGISTRATION APPLIES. MANY REGISTRATION EXEMPTIONS REQUIRE THAT INVESTORS ARE ACCREDITED INVESTORS; SOME OTHERS HAVE INVESTMENT LIMITS. BE HIGHLY SUSPICIOUS OF PRIVATE (I.E., UNREGISTERED) INVESTMENT OPPORTUNITIES THAT DO NOT ASK ABOUT YOUR NET WORTH OR INCOME OR WHETHER INVESTMENT LIMITS APPLY.

BEFORE MAKING ANY INVESTMENT, CAREFULLY READ ANY MATERIALS YOU ARE GIVEN AND VERIFY THE TRUTH OF EVERY STATEMENT YOU ARE TOLD ABOUT THE INVESTMENT. FOR MORE INFORMATION ABOUT HOW TO RESEARCH AN INVESTMENT, READ OUR PUBLICATION ASK QUESTIONS. INVESTIGATE THE INDIVIDUALS AND FIRMS OFFERING THE INVESTMENT, AND CHECK OUT THEIR BACKGROUNDS ON INVESTOR.GOV AND BY CONTACTING YOUR STATE SECURITIES REGULATOR . MANY FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS OR UNREGISTERED FIRMS.

PLEASE NOTE: ON JULY 25, 2017, THE SEC ISSUED A REPORT OF INVESTIGATION UNDER SECTION 21(A) OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIBING AN SEC INVESTIGATION OF THE DAO, A VIRTUAL ORGANIZATION, AND ITS USE OF DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY TO FACILITATE THE OFFER AND SALE OF DAO TOKENS TO RAISE CAPITAL. THE COMMISSION APPLIED EXISTING U.S. FEDERAL

SECURITIES LAWS TO THIS NEW PARADIGM, DETERMINING THAT DAO TOKENS WERE SECURITIES. THE COMMISSION STRESSED THAT THOSE WHO OFFER AND SELL SECURITIES IN THE U.S. ARE REQUIRED TO COMPLY WITH FEDERAL SECURITIES LAWS, REGARDLESS OF WHETHER THOSE SECURITIES ARE PURCHASED WITH VIRTUAL CURRENCIES OR DISTRIBUTED WITH BLOCKCHAIN TECHNOLOGY.

POSTED ON SEC.GOV

LEGAL Q: NON-FUNGIBLE TOKENS (NFT)

TERMS OF SERVICE

EFFECTIVE: MARCH 16, 2021

LAST UPDATED: MARCH 9, 2021

INTRODUCTION

WELCOME TO THE SHADOWBOX WEBSITE, OWNED AND OPERATED BY OZONE NETWORKS, INC. D/B/A SHADOWBOX (“SHADOWBOX,” “WE,” “US” OR “OUR”). THESE TERMS OF USE (THESE “TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE SHADOWBOX WEBSITE; INCLUDING WITHOUT LIMITATION THE CREATION, PURCHASE, SALE, EXCHANGE, OR MODIFICATION OF CERTAIN DIGITAL ASSETS; OUR ONLINE AND/

OR MOBILE SERVICES, AND SOFTWARE PROVIDED ON OR IN CONNECTION WITH THOSE SERVICES (COLLECTIVELY, THE “SERVICE”).

THIS SERVICE ALSO ALLOWS YOU TO SELL AND PURCHASE CRYPTO ASSETS (AS DEFINED BELOW) VIA AUCTION (“AUCTION”). DETAILED RULES REGARDING THE AUCTION PROCESS ARE AVAILABLE ON THIS PAGE, AUCTION RULES. YOU MAY ONLY PARTICIPATE IN THE AUCTION BY LINKING YOUR DIGITAL WALLETS ON SUPPORTED BRIDGE EXTENSIONS SUCH AS METAMASK (HTTPS://METAMASK.IO/). METAMASK IS AN ELECTRONIC WALLET, WHICH ALLOWS YOU TO PURCHASE, STORE, AND ENGAGE IN TRANSACTIONS USING ETHEREUM CRYPTOCURRENCY. BEFORE PUTTING UP YOUR UNIQUE DIGITAL ASSET FOR AUCTION OR PUTTING IN AN OFFER TO PURCHASE A UNIQUE DIGITAL ASSET FROM ANOTHER USER, WE WILL ASK YOU TO DOWNLOAD A SUPPORTED ELECTRONIC WALLET EXTENSION, AND CONNECT AND UNLOCK YOUR DIGITAL WALLETS WITH THAT EXTENSION. ONCE YOU SUBMIT AN ORDER TO SELL OR PURCHASE A UNIQUE DIGITAL ASSET, YOUR ORDER IS PASSED ON TO THE APPLICABLE EXTENSION, WHICH COMPLETES THE TRANSACTION ON YOUR BEHALF. “CRYPTO ASSETS” REFERS TO UNIQUE NON-FUNGIBLE TOKENS, IMPLEMENTED ON THE ETHEREUM BLOCKCHAIN (THE “ETHEREUM PLATFORM”) USING SMART CONTRACTS, INCLUDING WITHOUT LIMITATION ETHMOJI, CRYPTOKITTIES, CRYPTOCELEBRITIES, AND CRYPTOPUNKS.

ALL TRANSACTIONS INITIATED THROUGH OUR SERVICE ARE FACILITATED AND RUN BY SUCH THIRD-PARTY ELECTRONIC WALLET EXTENSIONS, AND BY USING OUR SERVICES YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS. FOR METAMASK, THOSE TERMS ARE AVAILABLE AT (HTTPS://METAMASK.IO/TERMS.HTML) AND (HTTPS://METAMASK.IO/PRIVACY.HTML)

SHADOWBOX IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. SHADOWBOX FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER IN THE AUCTION BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF CRYPTO ASSETS OR BETWEEN ANY USERS.

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON SHADOWBOX. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, SHADOWBOX MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE PLATFORM.

BECAUSE WE HAVE A GROWING NUMBER OF SERVICES, WE SOMETIMES NEED TO DESCRIBE ADDITIONAL TERMS FOR SPECIFIC SERVICES. THOSE ADDITIONAL TERMS AND CONDITIONS, WHICH ARE AVAILABLE WITH THE RELEVANT SERVICES, THEN BECOME PART OF YOUR AGREEMENT WITH US IF YOU USE THOSE SERVICES.

THESE TERMS OF USE ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. WE WANT TO LET YOU KNOW THAT THE TERMS INCLUDE AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS. PLEASE READ SECTION 15 CAREFULLY.

BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, USING OUR SERVICES AND/OR PURCHASING CRYPTO ASSETS, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE OR PURCHASE THE CRYPTO ASSETS.

SHADOWBOX RESERVES THE RIGHT TO CHANGE OR MODIFY THESE TERMS AT ANY TIME AND IN OUR SOLE DISCRETION. IF WE MAKE CHANGES TO THESE TERMS, WE WILL PROVIDE NOTICE OF SUCH CHANGES, SUCH AS BY SENDING AN EMAIL NOTIFICATION, PROVIDING NOTICE THROUGH THE SERVICE OR UPDATING THE “LAST UPDATED” DATE AT THE BEGINNING OF THESE TERMS. BY CONTINUING TO ACCESS OR USE THE SERVICE, YOU CONFIRM YOUR ACCEPTANCE OF THE REVISED TERMS AND ALL OF THE TERMS INCORPORATED THEREIN BY REFERENCE. WE ENCOURAGE YOU TO REVIEW THE TERMS FREQUENTLY TO ENSURE THAT YOU UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY WHEN YOU ACCESS OR USE THE SERVICE. IF YOU DO NOT AGREE TO THE REVISED TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

PRIVACY POLICY

PLEASE REFER TO OUR PRIVACY POLICY FOR INFORMATION ABOUT HOW WE COLLECT, USE AND SHARE INFORMATION ABOUT YOU.

ACCOUNT REGISTRATION AND COMMUNICATION PREFERENCES

IF YOU WISH TO PARTICIPATE IN AN AUCTION FOR CRYPTO ASSETS, YOU WILL NEED TO REGISTER FOR AN ACCOUNT ON THE SERVICE (“ACCOUNT”). BY CREATING AN ACCOUNT, YOU AGREE TO (A) PROVIDE ACCURATE, CURRENT AND COMPLETE ACCOUNT INFORMATION ABOUT YOURSELF, (B) MAINTAIN AND PROMPTLY UPDATE FROM TIME TO TIME AS NECESSARY YOUR ACCOUNT INFORMATION, (C) MAINTAIN THE SECURITY OF YOUR PASSWORD AND ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT AND THE INFORMATION YOU PROVIDE TO US, AND (D) IMMEDIATELY NOTIFY US IF YOU DISCOVER OR OTHERWISE SUSPECT ANY SECURITY BREACHES RELATED TO THE SERVICE, OR YOUR ACCOUNT. SHADOWBOX WILL BLOCK MULTIPLE ACCOUNTS OF THE SAME USER. ALSO, YOU AGREE THAT YOU WILL NOT:

CREATE ANOTHER ACCOUNT IF WE’VE DISABLED ONE YOU HAD UNLESS YOU HAVE OUR WRITTEN PERMISSION FIRST;

BUY, SELL, RENT OR LEASE ACCESS TO YOUR ACCOUNT OR USERNAME UNLESS YOU HAVE OUR WRITTEN PERMISSION FIRST;

SHARE YOUR ACCOUNT PASSWORD WITH ANYONE;

SHADOWBOX MAY REQUIRE YOU TO PROVIDE ADDITIONAL INFORMATION AND DOCUMENTS AT THE REQUEST OF ANY COMPETENT AUTHORITY OR IN CASE OF APPLICATION OF ANY APPLICABLE LAW OR REGULATION, INCLUDING LAWS RELATED TO ANTI-LAUNDERING (LEGALIZATION) OF INCOMES OBTAINED BY CRIMINAL MEANS, OR FOR COUNTERACTING FINANCING OF TERRORISM. SHADOWBOX MAY ALSO REQUIRE YOU TO PROVIDE ADDITIONAL INFORMATION AND DOCUMENTS IN CASES WHERE IT HAS REASONS TO BELIEVE THAT:

YOUR ACCOUNT IS BEING USED FOR MONEY LAUNDERING OR FOR ANY OTHER ILLEGAL ACTIVITY;

YOU HAVE CONCEALED OR REPORTED FALSE IDENTIFICATION INFORMATION AND OTHER DETAILS; OR

TRANSACTIONS EFFECTED VIA YOUR ACCOUNT WERE EFFECTED IN BREACH OF THESE TERMS.

IN SUCH CASES, SHADOWBOX, IN ITS SOLE DISCRETION, MAY PAUSE OR CANCEL YOUR AUCTION TRANSACTIONS UNTIL SUCH ADDITIONAL INFORMATION AND DOCUMENTS ARE REVIEWED BY SHADOWBOX AND ACCEPTED AS SATISFYING THE REQUIREMENTS OF APPLICABLE LAW. IF YOU DO NOT PROVIDE COMPLETE AND ACCURATE INFORMATION AND DOCUMENTS IN RESPONSE TO SUCH A REQUEST, SHADOWBOX MAY REFUSE TO PROVIDE THE CONTENT (DEFINED IN SECTION 4(A) BELOW) TO YOU.

BY CREATING AN ACCOUNT, YOU ALSO CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM SHADOWBOX (E.G., VIA EMAIL OR BY POSTING NOTICES TO THE SERVICE). THESE COMMUNICATIONS MAY INCLUDE NOTICES ABOUT

YOUR ACCOUNT (E.G., PASSWORD CHANGES AND OTHER TRANSACTIONAL INFORMATION) AND ARE PART OF YOUR RELATIONSHIP WITH US. YOU AGREE THAT ANY NOTICES, AGREEMENTS, DISCLOSURES OR OTHER COMMUNICATIONS THAT WE SEND TO YOU ELECTRONICALLY WILL SATISFY ANY LEGAL COMMUNICATION REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THAT SUCH COMMUNICATIONS BE IN WRITING. YOU SHOULD MAINTAIN COPIES OF ELECTRONIC COMMUNICATIONS FROM US BY PRINTING A PAPER COPY OR SAVING AN ELECTRONIC COPY. WE MAY ALSO SEND YOU PROMOTIONAL COMMUNICATIONS VIA EMAIL, INCLUDING, BUT NOT LIMITED TO, NEWSLETTERS, SPECIAL OFFERS, SURVEYS AND OTHER NEWS AND INFORMATION WE THINK WILL BE OF INTEREST TO YOU. YOU MAY OPT OUT OF RECEIVING THESE PROMOTIONAL EMAILS AT ANY TIME BY FOLLOWING THE UNSUBSCRIBE INSTRUCTIONS PROVIDED THEREIN.

YOU MUST PROVIDE ALL EQUIPMENT AND SOFTWARE NECESSARY TO CONNECT TO THE SERVICE AND SERVICES, INCLUDING BUT NOT LIMITED TO, A MOBILE DEVICE THAT IS SUITABLE TO CONNECT WITH AND USE SERVICE AND SERVICES, IN CASES WHERE THE SERVICE OFFERS A MOBILE COMPONENT. YOU ARE SOLELY RESPONSIBLE FOR ANY FEES, INCLUDING INTERNET CONNECTION OR MOBILE FEES, THAT YOU INCUR WHEN ACCESSING THE SERVICE OR SERVICES.

4(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICE AND CONTENT MAY INCLUDE SOFTWARE COMPONENTS PROVIDED BY SHADOWBOX OR ITS AFFILIATES OR A THIRD PARTY THAT ARE SUBJECT TO SEPARATE LICENSE TERMS, IN WHICH CASE THOSE LICENSE TERMS WILL GOVERN SUCH SOFTWARE COMPONENTS. FOR EXAMPLE, WHEN YOU CLICK TO GET MORE DETAILS ABOUT ANY OF THE CRYPTO ASSETS SOLD THROUGH OUR MARKETPLACE, YOU WILL NOTICE A THIRD PARTY LINK TO THE WEBSITE FROM WHICH SUCH CRYPTO ASSET ORIGINATED. SUCH WEBSITE MAY INCLUDE LICENSE TERMS GOVERNING THE USE OF SUCH CRYPTO ASSET. IN THE EVENT YOU PURCHASE SUCH CRYPTO ASSET THROUGH OUR MARKETPLACE, YOU ARE REQUIRED TO COMPLY WITH SUCH TERMS.

AS STATED ABOVE, YOUR PARTICIPATION IN THE AUCTION IS ALSO SUBJECT TO THE RULES AVAILABLE ON THIS PAGE,

AUCTION RULES.

OWNERSHIP

UNLESS OTHERWISE INDICATED IN WRITING BY US, THE SERVICE AND ALL CONTENT AND OTHER MATERIALS CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION, THE SHADOWBOX LOGO AND ALL DESIGNS, TEXT, GRAPHICS, PICTURES, INFORMATION, DATA, SOFTWARE, SOUND FILES, OTHER FILES AND THE SELECTION AND ARRANGEMENT THEREOF (COLLECTIVELY, “CONTENT”) ARE THE PROPRIETARY PROPERTY OF SHADOWBOX OR OUR AFFILIATES, LICENSORS OR USERS, AS APPLICABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICE AND CONTENT MAY INCLUDE SOFTWARE COMPONENTS PROVIDED BY SHADOWBOX OR ITS AFFILIATES OR A THIRD PARTY THAT ARE SUBJECT TO

SEPARATE LICENSE TERMS, IN WHICH CASE THOSE LICENSE TERMS WILL GOVERN SUCH SOFTWARE COMPONENTS.

THE SHADOWBOX LOGO AND ANY SHADOWBOX PRODUCT OR SERVICE NAMES, LOGOS OR SLOGANS THAT MAY APPEAR ON THE SERVICE OR SERVICE ARE TRADEMARKS OF SHADOWBOX OR OUR AFFILIATES AND MAY NOT BE COPIED, IMITATED OR USED, IN WHOLE OR IN PART, WITHOUT OUR PRIOR WRITTEN PERMISSION. YOU MAY NOT USE ANY METATAGS OR OTHER “HIDDEN TEXT” UTILIZING “SHADOWBOX” OR ANY OTHER NAME, TRADEMARK OR PRODUCT OR SERVICE NAME OF SHADOWBOX OR OUR AFFILIATES WITHOUT OUR PRIOR WRITTEN PERMISSION. IN ADDITION, THE LOOK AND FEEL OF THE SERVICE AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL PAGE HEADERS, CUSTOM GRAPHICS, BUTTON ICONS AND SCRIPTS, CONSTITUTE THE SERVICE MARK, TRADEMARK OR TRADE DRESS OF SHADOWBOX AND MAY NOT BE COPIED, IMITATED OR USED, IN WHOLE OR IN PART, WITHOUT OUR PRIOR WRITTEN PERMISSION. ALL OTHER TRADEMARKS, REGISTERED TRADEMARKS, PRODUCT NAMES AND SHADOWBOX NAMES OR LOGOS MENTIONED ON THE SERVICE ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS AND MAY NOT BE COPIED, IMITATED OR USED, IN WHOLE OR IN PART, WITHOUT THE PERMISSION OF THE APPLICABLE TRADEMARK HOLDER. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION BY NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION BY SHADOWBOX.

LICENSE TO ACCESS AND USE OUR SERVICE AND CONTENTYOU ARE HEREBY GRANTED A LIMITED, NONEXCLUSIVE, NONTRANSFERABLE, NONSUBLICENSABLE LICENSE TO ACCESS AND USE THE SERVICE AND CONTENT; PROVIDED, HOWEVER, THAT SUCH LICENSE IS SUBJECT TO THESE TERMS AND DOES NOT INCLUDE ANY RIGHT TO (A) SELL, RESELL OR USE COMMERCIALLY THE SERVICE OR CONTENT, (B) DISTRIBUTE, PUBLICLY PERFORM OR PUBLICLY DISPLAY ANY CONTENT, (C) MODIFY OR OTHERWISE MAKE ANY DERIVATIVE USES OF THE SERVICE OR CONTENT, OR ANY PORTION THEREOF, (D) USE ANY DATA MINING, ROBOTS OR SIMILAR DATA GATHERING OR EXTRACTION METHODS, (E) DOWNLOAD (OTHER THAN PAGE CACHING) ANY PORTION OF THE SERVICE OR CONTENT, EXCEPT AS EXPRESSLY PERMITTED BY US, AND (F) USE THE SERVICE OR CONTENT OTHER THAN FOR THEIR INTENDED PURPOSES.

HYPERLINKSYOU ARE GRANTED A LIMITED, NONEXCLUSIVE, NONTRANSFERABLE RIGHT TO CREATE A TEXT HYPERLINK TO THE SERVICE FOR NONCOMMERCIAL PURPOSES, PROVIDED THAT SUCH LINK DOES NOT PORTRAY SHADOWBOX OR OUR AFFILIATES OR ANY OF OUR PRODUCTS OR SERVICES IN A FALSE, MISLEADING, DEROGATORY OR OTHERWISE DEFAMATORY MANNER, AND PROVIDED FURTHER THAT THE LINKING SITE DOES NOT CONTAIN ANY ADULT OR ILLEGAL MATERIAL OR ANY MATERIAL THAT IS OFFENSIVE, HARASSING OR OTHERWISE OBJECTIONABLE. THIS LIMITED RIGHT MAY BE REVOKED AT ANY TIME. YOU MAY NOT USE A LOGO OR OTHER PROPRIETARY GRAPHIC OF SHADOWBOX TO LINK TO THE SERVICE OR CONTENT WITHOUT OUR EXPRESS WRITTEN PERMISSION. FURTHER, YOU MAY NOT USE, FRAME OR UTILIZE FRAMING TECHNIQUES TO ENCLOSE ANY SHADOWBOX TRADEMARK, LOGO OR OTHER PROPRIETARY INFORMATION, INCLUDING THE IMAGES FOUND ON THE SERVICE, THE CONTENT OF ANY TEXT OR THE LAYOUT OR DESIGN OF ANY PAGE, OR FORM

CONTAINED ON A PAGE, ON THE SERVICE WITHOUT OUR EXPRESS WRITTEN CONSENT.

THIRD PARTY SERVICESTHE SERVICE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES (“THIRD-PARTY WEBSITES”) AND APPLICATIONS (“THIRD-PARTY APPLICATIONS”). WHEN YOU CLICK ON A LINK TO A THIRD-PARTY WEBSITE OR THIRD-PARTY APPLICATION, WE WILL NOT WARN YOU THAT YOU HAVE LEFT OUR SERVICE AND ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING PRIVACY POLICIES) OF ANOTHER WEBSITE OR DESTINATION. SUCH THIRD-PARTY WEBSITES AND THIRD-PARTY APPLICATIONS AND ARE NOT UNDER THE CONTROL OF SHADOWBOX. SHADOWBOX IS NOT RESPONSIBLE FOR ANY THIRD-PARTY WEBSITES OR THIRD-PARTY APPLICATIONS. SHADOWBOX PROVIDES THESE THIRD-PARTY WEBSITES AND THIRD-PARTY APPLICATIONS ONLY AS A CONVENIENCE AND DOES NOT REVIEW, APPROVE, MONITOR, ENDORSE, WARRANT, OR MAKE ANY REPRESENTATIONS WITH RESPECT TO THIRD-PARTY WEBSITES OR THIRD PARTY APPLICATIONS, OR THEIR PRODUCTS OR SERVICES. YOU USE ALL LINKS IN THIRD

PARTY WEBSITES, AND THIRD-PARTY APPLICATIONS AT YOUR OWN RISK. WHEN YOU LEAVE OUR SERVICE, OUR TERMS AND POLICIES NO LONGER GOVERN. YOU SHOULD REVIEW ALL APPLICABLE AGREEMENTS AND POLICIES, INCLUDING PRIVACY AND DATA GATHERING PRACTICES, OF ANY THIRD-PARTY WEBSITES OR THIRD-PARTY APPLICATIONS, AND SHOULD MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY TRANSACTION WITH ANY THIRD PARTY.

USER CONDUCTYOU AGREE THAT YOU WILL NOT VIOLATE ANY LAW, CONTRACT, INTELLECTUAL PROPERTY OR OTHER THIRD PARTY RIGHT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR CONDUCT, WHILE ACCESSING OR USING THE SERVICE OR PARTICIPATING IN THE AUCTION. YOU AGREE THAT YOU WILL ABIDE BY THESE TERMS AND WILL NOT:

PROVIDE FALSE OR MISLEADING INFORMATION TO SHADOWBOX;

USE OR ATTEMPT TO USE ANOTHER USER’S ACCOUNT WITHOUT AUTHORIZATION FROM SUCH USER AND SHADOWBOX;

CREATE OR LIST COUNTERFEIT ITEMS;

POSE AS ANOTHER PERSON OR CREATE A MISLEADING USERNAME; USE THE SERVICE IN ANY MANNER THAT COULD INTERFERE WITH, DISRUPT, NEGATIVELY AFFECT OR INHIBIT OTHER USERS FROM FULLY ENJOYING THE SERVICE, OR THAT COULD DAMAGE, DISABLE, OVERBURDEN OR IMPAIR THE FUNCTIONING OF THE SERVICE IN ANY MANNER; DEVELOP, UTILIZE, OR DISSEMINATE ANY SOFTWARE, OR INTERACT WITH ANY API IN ANY MANNER, THAT COULD DAMAGE, HARM, OR IMPAIR THE SERVICE; REVERSE ENGINEER ANY ASPECT OF THE SERVICE, OR DO ANYTHING THAT MIGHT DISCOVER SOURCE CODE OR BYPASS OR CIRCUMVENT MEASURES EMPLOYED TO PREVENT OR LIMIT ACCESS TO ANY SERVICE, AREA OR CODE OF THE SERVICE; ATTEMPT TO CIRCUMVENT ANY CONTENT-FILTERING TECHNIQUES WE EMPLOY, OR ATTEMPT TO ACCESS ANY FEATURE OR AREA OF THE SERVICE THAT YOU ARE NOT AUTHORIZED TO ACCESS;

USE ANY ROBOT, SPIDER, CRAWLER, SCRAPER, SCRIPT, BROWSER EXTENSION, OFFLINE READER OR OTHER AUTOMATED MEANS OR INTERFACE NOT AUTHORIZED BY US TO ACCESS THE SERVICE, EXTRACT DATA OR OTHERWISE

INTERFERE WITH OR MODIFY THE RENDERING OF SERVICE PAGES OR FUNCTIONALITY;

USE DATA COLLECTED FROM OUR SERVICE TO CONTACT INDIVIDUALS, COMPANIES, OR OTHER PERSONS OR ENTITIES;

USE DATA COLLECTED FROM OUR SERVICE FOR ANY DIRECT MARKETING ACTIVITY (INCLUDING WITHOUT LIMITATION, EMAIL MARKETING, SMS MARKETING, TELEMARKETING, AND DIRECT MARKETING);

BYPASS OR IGNORE INSTRUCTIONS THAT CONTROL ALL AUTOMATED ACCESS TO THE SERVICE;

USE THE SERVICE FOR ANY ILLEGAL OR UNAUTHORIZED PURPOSE, OR ENGAGE IN, ENCOURAGE OR PROMOTE ANY ACTIVITY THAT VIOLATES THESE TERMS; USE THE ETHEREUM PLATFORM TO CARRY OUT ANY ILLEGAL ACTIVITIES, INCLUDING BUT NOT LIMITED TO MONEY LAUNDERING, TERRORIST FINANCING OR DELIBERATELY ENGAGING IN ACTIVITIES DESIGNED TO ADVERSELY AFFECT THE PERFORMANCE OF THE ETHEREUM PLATFORM, OR THE SERVICE; ENGAGE IN WASH TRADING OR OTHER DECEPTIVE OR MANIPULATIVE TRADING ACTIVITIES;

PLACE MISLEADING BIDS OR OFFERS;

USE THE SERVICE TO CARRY OUT ANY FINANCIAL ACTIVITIES SUBJECT TO REGISTRATION OR LICENSING, INCLUDING BUT NOT LIMITED TO CREATING, LISTING, OR BUYING SECURITIES, COMMODITIES, OPTIONS, REAL ESTATE, OR DEBT INSTRUMENTS; OR

USE THE SERVICE TO PARTICIPATE IN FUNDRAISING FOR A BUSINESS, PROTOCOL, OR PLATFORM, INCLUDING BUT NOT LIMITED TO CREATING, LISTING, OR BUYING ASSETS THAT ARE REDEEMABLE FOR FINANCIAL INSTRUMENTS, ASSETS THAT GIVE OWNERS RIGHTS TO PARTICIPATE IN AN ICO OR ANY SECURITIES OFFERING, OR ASSETS THAT ENTITLE OWNERS TO FINANCIAL REWARDS, INCLUDING BUT NOT LIMITED TO, DEFI YIELD BONUSES, STAKING BONUSES, AND BURN DISCOUNTS.

SHADOWBOX FACILITATES TRADE AMONG A DIVERSE COMMUNITY OF BUYERS AND SELLERS. OPENNESS IS ONE OF OUR MOST PRIZED VALUES, AND WE’RE COMMITTED TO PROVIDING A PLATFORM FOR THE EXCHANGE OF A WIDE RANGE OF CONTENT, INCLUDING CONTROVERSIAL CONTENT. THESE POLICIES ENSURE THAT OUR MARKETPLACE OFFERS THE WIDEST SELECTION OF ASSETS POSSIBLE WHILE PROMOTING TRUST AND RESPECT, AS WELL AS ADHERENCE TO THE LAW.

SHADOWBOX HAS ALWAYS EXERCISED JUDGMENT IN ALLOWING OR DISALLOWING CERTAIN ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS CONSISTENT WITH THE SPIRIT OF OPENNESS IN A WORLDWIDE COMMUNITY OF USERS OF A RADICAL NEW TECHNOLOGY. WE CAREFULLY CONSIDER THE COMPLETE SITUATION AND ALL ITS DETAILS IN LIGHT OF OUR POLICIES BEFORE DECIDING TO REMOVE INAPPROPRIATE ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS WHEN WE DISCOVER THEM OR THEY’RE BROUGHT TO OUR ATTENTION. ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS THAT SHADOWBOX DEEMS INAPPROPRIATE, DISRUPTIVE, OR ILLEGAL ARE PROHIBITED ON SHADOWBOX. SHADOWBOX RESERVES THE RIGHTS TO DETERMINE THE APPROPRIATENESS OF LISTINGS ON ITS SITE AND REMOVE ANY LISTING AT ANY TIME. IF YOU CREATE OR OFFER AN ASSET, LISTING, SMART CONTRACT, OR COLLECTION IN VIOLATION OF THESE POLICIES, WE WILL TAKE CORRECTIVE ACTIONS, AS

APPROPRIATE, INCLUDING BUT NOT LIMITED TO REMOVING THE ASSET, LISTING, SMART CONTRACT, OR COLLECTION, DELETING YOUR SHADOWBOX ACCOUNT, AND PERMANENTLY WITHHOLDING REFERRAL PAYMENTS AND DEVELOPER REVENUE SHARING FEES. SHADOWBOX CANNOT DESTROY OR IMPOUND YOUR ASSETS OR SMART CONTRACTS, BUT WE RESERVE THE RIGHT TO DESTROY INAPPROPRIATE METADATA STORED ON OUR SERVERS.

ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS THAT INCLUDE METADATA THAT VIOLATES INTERNATIONAL OR UNITED STATES INTELLECTUAL PROPERTY LAWS, PROMOTES SUICIDE OR SELF HARM, INCITES HATE OR VIOLENCE AGAINST OTHERS, DEGRADES OR DOXES ANOTHER INDIVIDUAL, DEPICTS MINORS IN SEXUALLY SUGGESTIVE SITUATIONS, OR IS OTHERWISE ILLEGAL IN THE UNITED STATES ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED.

ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS WITH A PRIMARY OR SUBSTANTIAL PURPOSE IN A GAME OR APPLICATION THAT VIOLATES INTERNATIONAL OR UNITED STATES INTELLECTUAL PROPERTY LAWS, PROMOTES SUICIDE OR SELF HARM, INCITES HATE OR VIOLENCE AGAINST OTHERS, DEGRADES OR DOXES ANOTHER INDIVIDUAL, DEPICTS MINORS IN SEXUALLY SUGGESTIVE SITUATIONS, OR IS OTHERWISE ILLEGAL IN THE UNITED STATES ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED.

ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS CREATED OR USED PRIMARILY OR SUBSTANTIALLY FOR THE PURPOSE OF RAISING FUNDS FOR THE KNOWN TERRORIST ORGANIZATIONS LISTED ON HTTPS://WWW.STATE.GOV/FOREIGN TERRORIST-ORGANIZATIONS/ ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED.

THE SALE OF STOLEN ASSETS, ASSETS TAKEN WITHOUT AUTHORIZATION, AND OTHERWISE ILLEGALLY OBTAINED ASSETS ON SHADOWBOX IS PROHIBITED. IF YOU HAVE REASON TO BELIEVE THAT AN ASSET LISTED ON SHADOWBOX WAS ILLEGALLY OBTAINED, PLEASE CONTACT US IMMEDIATELY. LISTING ILLEGALLY OBTAINED ASSETS MAY RESULT IN YOUR LISTINGS BEING CANCELLED, YOUR ASSETS BEING HIDDEN, OR YOUR ACCOUNT BEING SUSPENDED.

WE REQUIRE ALL USERS TO BE 18 YEARS OLD OR OLDER. IF YOU ARE UNDER 18, YOU MAY USE A PARENT OR GUARDIAN’S SHADOWBOX ACCOUNT, BUT ONLY WITH INVOLVEMENT OF THE ACCOUNT HOLDER. HOWEVER, THE ACCOUNT HOLDER IS RESPONSIBLE FOR EVERYTHING DONE WITH THAT ACCOUNT.

NSFW CONTENT IS MEANT FOR PEOPLE WHO ARE 18 YEARS AND OLDER. WE ALLOW THE SALE OF THIS CONTENT, BUT IT IS SUBJECT TO BEING MARKED NSFW AND HANDLED DIFFERENTLY THAN NON-NSFW CONTENT IN NAVIGATION MENUS AND SEARCH RESULTS. ASSET NAMES, LISTINGS AND THEIR DESCRIPTIONS, SMART CONTRACT NAMES, AND COLLECTIONS INCLUDING PROFANITY, SEXUALLY EXPLICIT, OR OVERTLY SEXUAL CONTENT ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED. A SMART CONTRACT THAT CONTAINS NSFW CONTENT IS SUBJECT TO BEING MARKED NSFW, EVEN IF THE NSFW CONTENT ONLY REPRESENT A PORTION OF THE CONTENT ON THE SMART CONTRACT.

IF YOU BECOME AWARE OF THE CREATION, LISTING, OR BUYING OF ASSETS IN VIOLATION OF ANY OF THE TERMS SPECIFIED IN THIS SECTION, YOU SHALL CONTACT US AT [email protected] TO REPORT IT. CONTENT CREATORS BEAR SPECIAL RESPONSIBILITY FOR INFORMING SHADOWBOX OF THE EXISTENCE OF THEIR COLLECTIONS, CONTRACTS, AND ASSETS THAT VIOLATE THESE TERMS.

USER CONTENT AND COPYRIGHTYOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND FOR ANY CONTENT YOU PROVIDE, INCLUDING COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS. WE TAKE NO RESPONSIBILITY FOR THE CONTENT POSTED OR LISTED VIA THE SERVICES. YOU RETAIN YOUR RIGHTS TO ANY CONTENT YOU SUBMIT, POST, OR DISPLAY USING THE SERVICES. BY SUBMITTING, POSTING OR DISPLAYING CONTENT ON OR THROUGH THE SERVICES, YOU GRANT US A WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE LICENSE (WITH THE RIGHT TO SUBLICENSE) TO USE, COPY, REPRODUCE, PROCESS, ADAPT, MODIFY, PUBLISH, TRANSMIT, DISPLAY AND DISTRIBUTE SUCH CONTENT IN ANY AND ALL MEDIA OR DISTRIBUTION METHODS (NOW KNOWN OR LATER DEVELOPED). THIS LICENSE AUTHORIZES US TO MAKE YOUR CONTENT AVAILABLE TO THE REST OF THE WORLD AND TO LET OTHERS DO THE SAME. YOU AGREE THAT THIS LICENSE INCLUDES THE RIGHT FOR SHADOWBOX TO PROVIDE, PROMOTE, AND IMPROVE THE SERVICES AND TO MAKE CONTENT SUBMITTED TO OR THROUGH THE SERVICES AVAILABLE TO OTHER COMPANIES, ORGANIZATIONS OR INDIVIDUALS FOR THE DISTRIBUTION, PROMOTION OR PUBLICATION OF SUCH CONTENT ON OTHER MEDIA AND SERVICES. SUCH ADDITIONAL USES BY SHADOWBOX, OR OTHER COMPANIES, ORGANIZATIONS OR INDIVIDUALS, MAY BE MADE WITH NO COMPENSATION PAID TO YOU WITH RESPECT TO THE CONTENT THAT YOU SUBMIT, POST, TRANSMIT OR OTHERWISE MAKE AVAILABLE THROUGH THE SERVICES.

SHADOWBOX DOES NOT CLAIM THAT SUBMITTING, POSTING OR DISPLAYING CONTENT ON OR THROUGH THE SERVICES GIVES SHADOWBOX ANY OWNERSHIP OR RESALE RIGHTS IN YOUR CONTENT. WE’RE NOT SAYING WE OWN IT OR WILL RESELL IT. WE’RE JUST SAYING WE MIGHT SHOW IT OFF A BIT.

YOU REPRESENT AND WARRANT THAT YOU HAVE, OR HAVE OBTAINED, ALL RIGHTS, LICENSES, CONSENTS, PERMISSIONS, POWER AND/OR AUTHORITY NECESSARY TO GRANT THE RIGHTS GRANTED HEREIN FOR ANY CONTENT THAT YOU SUBMIT, POST OR DISPLAY ON OR THROUGH THE SERVICES. YOU AGREE THAT SUCH CONTENT WILL NOT CONTAIN MATERIAL SUBJECT TO COPYRIGHT OR OTHER PROPRIETARY RIGHTS, UNLESS YOU HAVE NECESSARY PERMISSION OR ARE OTHERWISE LEGALLY ENTITLED TO POST THE MATERIAL AND TO GRANT SHADOWBOX THE LICENSE DESCRIBED ABOVE.

SHADOWBOX RESERVES THE RIGHT TO REMOVE CONTENT WITHOUT PRIOR NOTICE. SHADOWBOX WILL TAKE DOWN WORKS IN RESPONSE TO FORMAL INFRINGEMENT CLAIMS AND WILL TERMINATE A USER’S ACCESS TO THE SERVICES IF THE USER IS DETERMINED TO BE A REPEAT INFRINGER.

IF YOU BELIEVE THAT YOUR CONTENT HAS BEEN COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT, PLEASE REPORT THIS BY CONTACTING OUR DESIGNATED COPYRIGHT AGENT AT:

OZONE NETWORKS, INC.

ATTN: COPYRIGHT AGENT 105 EAST 24TH ST. APMT 4D

NEW YORK, NY 10010

EMAIL: [email protected]

PHONE: (716) 794-1178

FORMAL INFRINGEMENT CLAIMS REGARDING CONTENT ON THE SERVICES MUST INCLUDE:

A WRITTEN COMMUNICATION DELIVERED TO THE AGENT DESIGNATED ABOVE; A PHYSICAL OR ELECTRONIC SIGNATURE OF SOMEONE AUTHORIZED TO ACT ON BEHALF OF THE COPYRIGHT OWNER;

IDENTIFICATION OF THE COPYRIGHTED WORK(S) ALLEGEDLY INFRINGED; IDENTIFICATION OF MATERIAL CLAIMED TO BE INFRINGING, REASONABLY SUFFICIENT TO PERMIT COMPANY TO LOCATE THE MATERIAL;

INFORMATION REASONABLY SUFFICIENT TO PERMIT COMPANY TO CONTACT THE COMPLAINING PARTY. THIS CAN BE AN ADDRESS, PHONE NUMBER, EMAIL ADDRESS, OR OTHER SUITABLE METHOD OF CONTACT;

A STATEMENT THAT THE “COMPLAINING PARTY HAS A GOOD FAITH BELIEF THAT USE OF THE MATERIAL IN THE MANNER COMPLAINED OF IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT OR THE LAW; AND”

A STATEMENT THAT THE INFORMATION IN THE NOTICE IS ACCURATE AND, UNDER PENALTY OF PERJURY, THAT THE COMPLAINING PARTY IS AUTHORIZED TO ACT ON BEHALF OF COPYRIGHT OWNER.

INDEMNIFICATIONTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHADOWBOX, AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “SHADOWBOX PARTIES”), FROM AND AGAINST ALL ACTUAL OR ALLEGED THIRD PARTY CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHETHER IN TORT, CONTRACT OR OTHERWISE (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF OR ARE RELATED TO (A) YOUR USE OR MISUSE OF THE SERVICE, CONTENT OR CRYPTO ASSETS, (B) ANY FEEDBACK YOU PROVIDE, (C) YOUR VIOLATION OF THESE TERMS, AND (D) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING ANOTHER USER OR METAMASK. YOU AGREE TO PROMPTLY NOTIFY SHADOWBOX OF ANY THIRD PARTY CLAIMS AND COOPERATE WITH THE SHADOWBOX PARTIES IN DEFENDING SUCH CLAIMS. YOU FURTHER AGREE THAT THE SHADOWBOX PARTIES SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY THIRD PARTY CLAIMS. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND SHADOWBOX.

DISCLAIMERSEXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SHADOWBOX, THE SERVICE, CONTENT CONTAINED THEREIN, AND CRYPTO ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHADOWBOX (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SHADOWBOX DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT AS TO THE SERVICE, CONTENT CONTAINED THEREIN. SHADOWBOX DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE SHADOWBOX ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, SHADOWBOX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, ANY CRYPTO ASSETS LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF CRYPTO ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.

CRYPTO ASSETS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT SHADOWBOX OR ANY SHADOWBOX PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CRYPTO ASSETS.

SHADOWBOX IS NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE CRYPTO ASSETS. SHADOWBOX IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING CRYPTO ASSETS INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

ASSUMPTION OF RISKYOU ACCEPT AND ACKNOWLEDGE:

THE PRICES OF BLOCKCHAIN ASSETS ARE EXTREMELY VOLATILE. FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT THE CRYPTO ASSETS, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE VOLATILITY. WE CANNOT GUARANTEE THAT ANY PURCHASERS OF CRYPTO ASSETS WILL NOT LOSE MONEY.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHAT, IF ANY, TAXES APPLY TO YOUR CRYPTO ASSETS TRANSACTIONS. NEITHER SHADOWBOX NOR ANY OTHER SHADOWBOX PARTY IS RESPONSIBLE FOR DETERMINING THE TAXES THAT APPLY TO CRYPTO ASSETS TRANSACTIONS.

OUR SERVICE DOES NOT STORE, SEND, OR RECEIVE CRYPTO ASSETS. THIS IS BECAUSE CRYPTO ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON ITS SUPPORTING BLOCKCHAIN. ANY TRANSFER OF CRYPTO ASSETS OCCURS WITHIN THE SUPPORTING BLOCKCHAIN AND NOT ON THIS SERVICE.

THERE ARE RISKS ASSOCIATED WITH USING AN INTERNET BASED CURRENCY, INCLUDING BUT NOT LIMITED TO, THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET. YOU ACCEPT AND ACKNOWLEDGE THAT SHADOWBOX WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE CRYPTO ASSETS, HOWEVER CAUSED.

A LACK OF USE OR PUBLIC INTEREST IN THE CREATION AND DEVELOPMENT OF DISTRIBUTED ECOSYSTEMS COULD NEGATIVELY IMPACT THE DEVELOPMENT OF THOSE ECOSYSTEMS AND RELATED APPLICATIONS, AND COULD THEREFORE ALSO NEGATIVELY IMPACT THE POTENTIAL UTILITY OR VALUE OF CRYPTO ASSETS.

THE REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES, AND TOKENS IS UNCERTAIN, AND NEW REGULATIONS OR POLICIES MAY MATERIALLY ADVERSELY AFFECT THE DEVELOPMENT OF THE AUCTION AND/OR SERVICE AND THE UTILITY OF CRYPTO ASSETS.

THE SERVICE WILL RELY ON THIRD-PARTY PLATFORMS SUCH AS METAMASK TO PERFORM THE TRANSACTIONS FOR THE AUCTION OF CRYPTO ASSETS. IF WE ARE UNABLE TO MAINTAIN A GOOD RELATIONSHIP WITH SUCH PLATFORM PROVIDERS; IF THE TERMS AND CONDITIONS OR PRICING OF SUCH PLATFORM

PROVIDERS CHANGE; IF WE VIOLATE OR CANNOT COMPLY WITH THE TERMS AND CONDITIONS OF SUCH PLATFORMS; OR IF ANY OF SUCH PLATFORMS LOSES MARKET SHARE OR FALLS OUT OF FAVOR OR IS UNAVAILABLE FOR A PROLONGED PERIOD OF TIME, ACCESS TO AND USE OF THE SERVICE WILL SUFFER.

THERE ARE RISKS ASSOCIATED WITH PURCHASING USER GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO, THE RISK OF PURCHASING COUNTERFEIT ASSETS, MISLABELED ASSETS, ASSETS THAT ARE VULNERABLE TO METADATA DECAY, ASSETS ON SMART CONTRACTS WITH BUGS, AND ASSETS THAT MAY BECOME UNTRANSFERRABLE. SHADOWBOX RESERVES THE RIGHT TO HIDE COLLECTIONS, CONTRACTS, AND ASSETS AFFECTED BY ANY OF THESE ISSUES OR BY OTHER ISSUES. ASSETS YOU PURCHASE MAY BECOME INACCESSIBLE ON SHADOWBOX. UNDER NO CIRCUMSTANCES SHALL THE INABILITY TO VIEW YOUR ASSETS ON SHADOWBOX SERVE AS GROUNDS FOR A CLAIM AGAINST SHADOWBOX.

LIMITATION OF LIABILITYTO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SHADOWBOX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SHADOWBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SHADOWBOX ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, CRYPTO ASSETS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY SHADOWBOX FROM THE SALE OF CRYPTO ASSETS THAT ARE THE SUBJECT OF THE CLAIM.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF SHADOWBOX FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF SHADOWBOX’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF SHADOWBOX’S FRAUD OR FRAUDULENT MISREPRESENTATION SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THIS LIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

MODIFICATIONS TO THE SERVICEWE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO MODIFY, SUSPEND OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SERVICES (OR ANY FEATURES OR PARTS THEREOF) OR SUSPEND OR DISCONTINUE THE AUCTION AT ANY TIME AND WITHOUT LIABILITY THEREFORE.

DISPUTE RESOLUTION; ARBITRATION.

DISPUTE RESOLUTION. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SHADOWBOX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

APPLICABILITY OF ARBITRATION AGREEMENT. YOU AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR ACCESS OR USE OF THE SERVICE, TO ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SERVICE, OR TO ANY ASPECT OF YOUR RELATIONSHIP WITH SHADOWBOX, WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT (1) YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY; AND (2) YOU OR SHADOWBOX MAY SEEK EQUITABLE RELIEF IN COURT FOR INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS (SUCH AS TRADEMARKS, TRADE DRESS, DOMAIN NAMES, TRADE SECRETS, COPYRIGHTS, AND PATENTS).

ARBITRATION RULES AND FORUM. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT. TO BEGIN AN ARBITRATION PROCEEDING, YOU MUST SEND A LETTER REQUESTING ARBITRATION AND DESCRIBING YOUR CLAIM TO OUR REGISTERED AGENT DEVIN FINZER, 105 EAST 24TH ST, NEW YORK, NY 10010. THE ARBITRATION WILL BE CONDUCTED BY JAMS, AN ESTABLISHED ALTERNATIVE DISPUTE RESOLUTION PROVIDER. DISPUTES INVOLVING CLAIMS AND COUNTERCLAIMS UNDER $250,000, NOT INCLUSIVE OF ATTORNEYS’ FEES AND INTEREST, SHALL BE SUBJECT TO JAMS’S MOST CURRENT VERSION OF THE STREAMLINED A R B I T R AT I O N R U L ES A N D P R O C E D U R ES AVA I L A B L E AT H T T P : // WWW.JAMSADR.COM/RULES-STREAMLINED-ARBITRATION/; ALL OTHER CLAIMS SHALL BE SUBJECT TO JAMS’S MOST CURRENT VERSION OF THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES, AVAILABLE AT HTTP://

WWW.JAMSADR.COM/RULES-COMPREHENSIVE-ARBITRATION/. JAMS’S RULES ARE ALSO AVAILABLE AT JAMSADR.COM OR BY CALLING JAMS AT 800-352- 5267. IF JAMS IS NOT AVAILABLE TO ARBITRATE, THE PARTIES WILL SELECT AN ALTERNATIVE ARBITRAL FORUM. IF THE ARBITRATOR FINDS THAT YOU CANNOT AFFORD TO PAY JAMS’S FILING, ADMINISTRATIVE, HEARING AND/OR OTHER FEES AND CANNOT OBTAIN A WAIVER FROM JAMS, SHADOWBOX WILL PAY THEM FOR YOU. IN ADDITION, SHADOWBOX WILL REIMBURSE ALL SUCH JAMS’S FILING, ADMINISTRATIVE, HEARING AND/OR OTHER FEES FOR CLAIMS TOTALING LESS THAN $10,000 UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS, OR IN PERSON IN THE COUNTRY WHERE YOU LIVE OR AT ANOTHER MUTUALLY AGREED LOCATION. ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

AUTHORITY OF ARBITRATOR. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO (A) DETERMINE THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION AGREEMENT AND (B) RESOLVE ANY DISPUTE RELATED TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THIS ARBITRATION AGREEMENT INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THIS ARBITRATION AGREEMENT IS VOID OR VOIDABLE. THE ARBITRATION WILL DECIDE THE RIGHTS AND LIABILITIES, IF ANY, OF YOU AND SHADOWBOX. THE ARBITRATION PROCEEDING WILL NOT BE CONSOLIDATED WITH ANY OTHER MATTERS OR JOINED WITH ANY OTHER CASES OR PARTIES. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO GRANT MOTIONS DISPOSITIVE OF ALL OR PART OF ANY CLAIM. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD MONETARY DAMAGES AND TO GRANT ANY NON- MONETARY REMEDY OR RELIEF AVAILABLE TO AN INDIVIDUAL UNDER APPLICABLE LAW, THE ARBITRAL FORUM’S RULES, AND THE TERMS (INCLUDING THE ARBITRATION AGREEMENT). THE ARBITRATOR SHALL ISSUE A WRITTEN AWARD AND STATEMENT OF DECISION DESCRIBING THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE AWARD IS BASED, INCLUDING THE CALCULATION OF ANY DAMAGES AWARDED. THE ARBITRATOR HAS THE SAME AUTHORITY TO AWARD RELIEF ON AN INDIVIDUAL BASIS THAT A JUDGE IN A COURT OF LAW WOULD HAVE. THE AWARD OF THE ARBITRATOR IS FINAL AND BINDING UPON YOU AND US.

WAIVER OF JURY TRIAL. YOU AND SHADOWBOX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND SHADOWBOX ARE INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT, EXCEPT AS SPECIFIED IN SECTION 14(B) ABOVE. AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT AND MUST FOLLOW THESE TERMS AS A COURT WOULD. HOWEVER, THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.

WAIVER OF CLASS OR OTHER NON-INDIVIDUALIZED RELIEF. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. IF A DECISION IS ISSUED STATING THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY PART OF THIS SUBSECTION’S LIMITATIONS AS TO A GIVEN CLAIM FOR RELIEF, THEN THAT CLAIM MUST BE SEVERED FROM THE ARBITRATION AND BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE. ALL OTHER CLAIMS SHALL BE ARBITRATED.

30-DAY RIGHT TO OPT OUT. YOU HAVE THE RIGHT TO OPT OUT OF THE PROVISIONS OF THIS ARBITRATION AGREEMENT BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT OUT TO THE FOLLOWING ADDRESS: OZONE NETWORKS, INC., 105 EAST 24TH ST. APMT 4D, NEW YORK, NY 10010, WITHIN 30

DAYS AFTER FIRST BECOMING SUBJECT TO THIS ARBITRATION AGREEMENT. YOU MAY ALSO SUBMIT YOUR DECISION [email protected]. YOUR NOTICE MUST INCLUDE YOUR NAME AND ADDRESS, THE EMAIL ADDRESS YOU USED TO SET UP YOUR ACCOUNT (IF YOU HAVE ONE), AND AN UNEQUIVOCAL STATEMENT THAT YOU WANT TO OPT OUT OF THIS ARBITRATION AGREEMENT. IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT, ALL OTHER PARTS OF THESE TERMS WILL CONTINUE TO APPLY TO YOU. OPTING OUT OF THIS ARBITRATION AGREEMENT HAS NO EFFECT ON ANY OTHER ARBITRATION AGREEMENTS THAT YOU MAY CURRENTLY HAVE, OR MAY ENTER IN THE FUTURE, WITH US.

SEVERABILITY. EXCEPT AS PROVIDED IN SECTION 15(E), IF ANY PART OR PARTS OF THIS ARBITRATION AGREEMENT ARE FOUND UNDER THE LAW TO BE INVALID OR UNENFORCEABLE, THEN SUCH SPECIFIC PART OR PARTS SHALL BE OF NO FORCE AND EFFECT AND SHALL BE SEVERED AND THE REMAINDER OF THE ARBITRATION AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT. SURVIVAL OF AGREEMENT. THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH SHADOWBOX.

MODIFICATION. NOTWITHSTANDING ANY PROVISION IN THESE TERMS TO THE CONTRARY, WE AGREE THAT IF SHADOWBOX MAKES ANY FUTURE MATERIAL CHANGE TO THIS ARBITRATION AGREEMENT, YOU MAY REJECT THAT CHANGE WITHIN THIRTY (30) DAYS OF SUCH CHANGE BECOMING EFFECTIVE BY WRITING TO SHADOWBOX AT THE FOLLOWING ADDRESS: 105 EAST 24TH ST. APMT 4D, NEW YORK, NY 10010.

GOVERNING LAW AND VENUETHESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT, AND YOUR PARTICIPATION IN THE AUCTION SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPLES OF THE STATE OF CALIFORNIA, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ANY DISPUTE BETWEEN THE PARTIES THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT, SHALL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF SAN FRANCISCO COUNTY IN THE STATE OF CALIFORNIA, AND THE UNITED STATES, RESPECTIVELY, SITTING IN THE STATE OF CALIFORNIA.

TERMINATIONNOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS, WE RESERVE THE RIGHT, WITHOUT NOTICE AND IN OUR SOLE DISCRETION, TO TERMINATE YOUR RIGHT TO ACCESS OR USE THE SERVICE AT ANY TIME AND FOR ANY OR NO REASON, AND YOU ACKNOWLEDGE AND AGREE THAT WE SHALL HAVE NO LIABILITY OR OBLIGATION TO YOU IN SUCH EVENT AND THAT YOU WILL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS THAT YOU HAVE ALREADY PAID TO US, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SEVERABILITYIF ANY TERM, CLAUSE OR PROVISION OF THESE TERMS IS HELD INVALID OR UNENFORCEABLE, THEN THAT TERM, CLAUSE OR PROVISION WILL BE SEVERABLE FROM THESE TERMS AND WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY REMAINING PART OF THAT TERM, CLAUSE OR PROVISION, OR ANY OTHER TERM, CLAUSE

OR PROVISION OF THESE TERMS.

SURVIVALTHE FOLLOWING SECTIONS WILL SURVIVE THE EXPIRATION OR TERMINATION OF THESE TERMS AND THE TERMINATION OF YOUR ACCOUNT: ALL DEFINED TERMS AND SECTIONS 1-4 AND 7-19.

MISCELLANEOUSTHESE TERMS ALONG WITH THE AUCTION RULES CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SHADOWBOX RELATING TO YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT, AND YOUR PARTICIPATION IN THE AUCTION. THESE TERMS, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU WITHOUT THE PRIOR WRITTEN CONSENT OF SHADOWBOX PRIOR, CONCURRENT OR SUBSEQUENT CIRCUMSTANCE, AND SHADOWBOX’S FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THESE TERMS SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. EXCEPT AS OTHERWISE PROVIDED HEREIN, THESE TERMS IS INTENDED SOLELY FOR THE BENEFIT OF THE PARTIES AND ARE NOT INTENDED TO CONFER THIRD PARTY BENEFICIARY RIGHTS UPON ANY OTHER PERSON OR ENTITY.

—————————————-

COMMUNITY GUIDELINES

SUBMIT

### VERSION 1.0

T H E S E C O M M U N I T Y G U I D E L I N E S S E T F O R T H T H E T Y P E OF CONDUCT AND DECORUM EXPECTED OF ALL PARTICIPANTS OF THE SHADOWBOX DIGITAL ART COMMUNITY. THE SHADOWBOX TEAM IS DEDICATED TO BUILDING AN ECOSYSTEM THAT EMPOWERS ARTISTS AND COLLECTORS TO CONNECT WITH ONE ANOTHER, COLLABORATE, AND PARTICIPATE IN A NEW, NATIVELY-DIGITAL ART ECONOMY. BUT WE CANNOT DO IT WITHOUT YOUR HELP.

IN THE INTEREST OF KEEPING THIS COMMUNITY AN OPEN ENVIRONMENT AND IN ENSURING THE ECONOMIC GROWTH OF THE SHADOWBOX MARKETPLACE, WE’VE PUT TOGETHER THESE COMMUNITY GUIDELINES TO HELP FOSTER A PLATFORM THAT CAN SUPPORT ALL OF US AS CREATORS, ART ENTHUSIASTS, AND FRIENDS. YOUR USE OF THE SHADOWBOX PLATFORM IS STRICTLY SUBJECT TO THESE COMMUNITY GUIDELINES AND THE OFFICIAL SHADOWBOX TERMS OF SERVICE FOUND [HERE]

( H T T P S : // W W W . N O T I O N . S O / S H A D O W B O X – T E R M S – O F – SERVICE-075A82773AF34AAB99DDE323F5AA044E).

WE TAKE ENFORCEMENT SERIOUSLY AND PROHIBIT ANYTHING THAT GOES AGAINST OUR RULES, BUT WE ARE NOT ARBITRATORS OF PETTY ONLINE DISPUTES OR DISAGREEMENTS. IF YOU SUSPECT THAT USER(S) MAY BE ENGAGING IN SERIOUS BEHAVIOR THAT NEGATIVELY IMPACTS THE INTEGRITY OF THE SHADOWBOX MARKETPLACE, PLEASE CONTACT US AT [[email protected]]

(MAILTO:[email protected]).

# WE’RE ASKING YOU TO:

### **RESPECT OTHER COMMUNITY MEMBERS.**

A STRONG COMMUNITY IS BUILT ON RESPECT, SO PLEASE KEEP ALL CONVERSATIONS CIVIL AND CONSTRUCTIVE. THE CRYPTO ART COMMUNITY BY AND LARGE IS FILLED WITH ARTISTS AND COLLECTORS WHO CELEBRATE, INSPIRE, AND MENTOR CREATIVITY, TALENT, AND INNOVATION. WE UNDERSTAND THAT LIKE MOST CRYPTO AND ART C O M M U N I T I E S , T H E S H A D O W B O X C O M M U N I T Y I S N O T W I T H O U T DISAGREEMENT OR DEBATE. KEEP ALL DISCOURSE CIVIL, OPEN-MINDED, AND RESPECTFUL.

### **AVOID HARASSMENT OR HATE SPEECH**.

DO NOT HARASS, BULLY, IMPERSONATE, OR INTIMIDATE ANYONE IN THE SHADOWBOX COMMUNITY. SHADOWBOX HAS A ZERO-TOLERANCE POLICY TOWARDS ATTACKING OR HARASSING A PERSON OR GROUP BASED ON RACE, ETHNICITY, NATIONAL ORIGIN, RELIGION, DISABILITY, DISEASE, AGE, SEXUAL ORIENTATION, GENDER, OR GENDER IDENTITY. WE WILL REMOVE PEOPLE WHO PERSISTENTLY HARASS OR USE HATE SPEECH AGAINST OTHER COMMUNITY MEMBERS.

### **RESOLVE YOUR OWN PERSONAL DISPUTES.**

WE ENCOURAGE PEOPLE TO RESOLVE THEIR OWN PERSONAL DISPUTES WITH OTHER COMMUNITY MEMBERS IN A RESPECTFUL, HONEST, AND WELL-INTENTIONED MANNER. IN THE INTEREST OF PRESERVING AN OPEN, UNBIASED, AND TRANSPARENT COMMUNITY, THE SHADOWBOX TEAM WILL NOT INVOLVE ITSELF OR WEIGH IN ON PETTY PERSONAL DISPUTES, TWITTER WARS, OR DEBATES ABOUT ART OR CRYPTOCURRENCY.

### **NOT GIVE POWER TO HATE.**

THIS SHOULD GO WITHOUT SAYING, BUT DO NOT PROMOTE, SUPPORT, OR GLORIFY HATEFUL OR EXTREMIST IDEOLOGIES, SUCH AS WHITE SUPREMACIST OR T E R RO R I ST G RO U P S . D O N OT U S E H AT E S P E E C H O R SY M B O LS , L I K E SWASTIKAS, THE WHITE POWER HAND SIGN, RACIAL SLURS, OR ANY OTHER HATEFUL FACTIONAL OR DERISIVE SIGNALING OF ANY KIND.

### **RESPECT PRIVACY**.

R E S P E C T OT H E R P E O P L E ’ S P R I VA C Y A N D P R OT E C T YO U R O W N . D O NOT PUBLICLY SHARE PRIVATE OR PERSONALLY IDENTIFYING INFORMATION. THIS

INCLUDES, BUT IS NOT LIMITED TO, PERSONAL CONTACT DETAILS, CONTACT ADDRESSES, AND PRIVATE CORRESPONDENCE, INCLUDING PRIVATE CORRESPONDENCE BETWEEN YOU AND THE SHADOWBOX TEAM.

### **PROTECT YOUR KEYS.**

ALWAYS PROTECT YOUR ETHEREUM PRIVATE KEY AND BACK IT UP SOMEWHERE OFFLINE. SHADOWBOX TEAM MEMBERS WILL NEVER ASK YOU FOR YOUR PRIVATE KEYS OR ANY OTHER PERSONAL INFO. IF ANYONE ASKS YOU TO SEND ETH OR TOKENS, IT’S MOST LIKELY A SCAM. BE SMART AND STAY SAFE.

### **RESPECT THE ARTISTS.**

THE ARTISTS ARE THE ONES WHO MAKE THE MAGIC HAPPEN, SO BE RESPECTFUL TO ALL SHADOWBOX ARTISTS EVEN IF YOU ARE NOT A FAN OF THEIR WORK. SHADOWBOX COMMUNITY MEMBERS ARE THE NEW TASTEMAKERS OF THE DIGITAL ART FUTURE, SO IT IS COMPLETELY FINE (AND ENCOURAGED!) TO COMMENT ON OR CRITICIZE SHADOWBOX ARTISTS OR ARTWORK FOR THE PURPOSE OF DISCUSSION. HOWEVER, YOU SHOULD NEVER PUBLICLY DISPARAGE OR TARGET A SPECIFIC ARTIST WITH THE INTENTION OF INTERFERING WITH HIS OR HER ABILITY TO SELL WORKS, PROMOTE ARTWORK, OR RECEIVE A FAIR PRICE FOR A PARTICULAR TRANSACTION.

### **SHARE, LINK, AND PROVIDE ATTRIBUTION**.

SHARING IS CARING. WE AT SHADOWBOX BELIEVE THAT MORE EYES ON SHADOWBOX ARTWORK BENEFITS THE COMMUNITY AS A WHOLE. WHEN SHARING S H A D OW B OX A RT WO R K S O N L I N E , YO U S H O U L D A LWAYS P R OV I D E A LINK TO THE ARTWORK ON THE SHADOWBOX WEBSITE. THIS ENSURES THAT THE ARTIST WILL ALWAYS RECEIVE RECOGNITION AND CREDIT FOR HIS OR HER CREATIVE EFFORTS.

### **DO NOT SPAM.**

SHADOWBOX IS NOT A VENUE FOR YOU TO POST UNSOLICITED OR DUPLICATE ADS FOR PRODUCTS AND SERVICES. YOU KNOW WHAT SPAMMING IS. DO NOT DO IT.

### **DO NOT HACK.**

SHADOWBOX USES SOME PRETTY COOL DECENTRALIZED TECHNOLOGY (CLICK HERE FOR INFORMATION ON [SMART CONTRACTS](HTTPS://CORPGOV.LAW.HARVARD.EDU/ 2018/05/26/AN-INTRODUCTION-TO-SMART-CONTRACTS-AND-THEIR-POTENTIAL-AND INHERENT-LIMITATIONS/)), BUT ANY TECHNOLOGY CARRIES A RISK OF EXPLOITATION. USERS OF THE SHADOWBOX PLATFORM SHOULD NEVER ATTEMPT TO HACK, CIRCUMVENT, OR SPAM THE SHADOWBOX SMART CONTRACTS.

### **RESPECT INTELLECTUAL PROPERTY.**

SHADOWBOX IS A MARKETPLACE FOR *AUTHENTIC* AND *ORIGINAL* DIGITAL ART. OUR TERMS OF SERVICE EXPRESSLY FORBID ARTISTS FROM POSTING UNAUTHORIZED, COPIED, OR OTHERWISE UNORIGINAL CONTENT. SHADOWBOX ARTISTS SHOULD ESPECIALLY REFRAIN FROM POSTING, REPURPOSING, OR REMIXING THE WORK OF OTHER SHADOWBOX ARTISTS WITHOUT PERMISSION. IF YOU ARE UNSURE AS TO WHETHER OR NOT AN ARTWORK IS A PROHIBITED REPRODUCTION OF SOMEONE ELSE’S WORK, THEN DO NOT TOKENIZE IT.

### **MONITOR YOUR CONTENT.**

ALL ARTISTS SHOULD MONITOR THEIR OWN ART FOR INFRINGING CONTENT BEFORE M I N T I N G A T O K E N T O E N S U R E T H E I N T E G R I T Y A N D AUTHENTICITY OF THE MARKETPLACE. OUR TERMS OF SERVICE EXPRESSLY REQUIRE ARTIST TO REPRESENT THAT THEIR WORKS CONTAIN NO INFRINGING OR UNAUTHORIZED MATERIAL. WE HAVE NO POWER TO PREVENT AN INFRINGING WORK F R O M B E I N G M I N T E D , B U T W E D O H A V E T H E P O W E R T O T A K E DOWN INFRINGING WORKS OR REMOVE ARTISTS FROM OUR COMMUNITY FOR REPEATEDLY POSTING INFRINGING CONTENT.

### **KEEP THE MARKETPLACE FAIR.**

THE INTEGRITY OF THE MARKETPLACE DEPENDS ON THE HONEST, OPEN, AND FAIR MARKET ACTIVITY OF ALL USERS. USERS ARE FORBIDDEN FROM ENGAGING IN SHAM TRANSACTIONS, WASH TRADING, FRAUD, PRICE PUMPING, PRICE FIXING, SHAM BIDDING, OR ANY OTHER TYPE OF MARKET MANIPULATION OR ANTI-COMPETITIVE CONDUCT. USERS ARE FORBIDDEN FROM, WITHOUT LIMITATION, SELLING WORKS TO THEMSELVES, CREATING FICTITIOUS ACCOUNTS TO BID ON A WORK FOR THE PURPOSE OF INFLUENCING ITS MARKET PRICE, OR TRANSFERRING WORKS TO OTHER WALLETS CONTROLLED BY THE USER OR OTHER CONSPIRATORS TO DEVALUE OR OVERVALUE THE WORK OR WORKS CREATED BY A PARTICULAR ARTIST.

### **USE THE MARKETPLACE TO BUY ART… AND NOTHING ELSE.**

SHADOWBOX IS A PLACE FOR ARTWORK TRANSACTIONS, AND NOT A PLACE FOR ILLICIT ECONOMIC ACTIVITY. USERS ARE EXPRESSLY FORBIDDEN FROM ENGAGING INTO ANY TRANSACTION ON THE SHADOWBOX MARKETPLACE FOR THE PURPOSE OF CONCEALING ECONOMIC ACTIVITY NOT RELATING TO ARTWORK TRANSACTIONS. FOR EXAMPLE, AND WITHOUT LIMITATION, USERS ARE FORBIDDEN FROM USING THE MARKETPLACE TO LAUNDER MONEY, CONCEAL OR TRANSFER PROCEEDS RELATING TO CRIMINAL ACTIVITY, OR TO MAKE PAYMENTS TO PEOPLE FOR CONSIDERATION OTHER THAN A SHADOWBOX ARTWORK.

### **FOLLOW THE LAW.**

IT IS YOUR RESPONSIBILITY TO KNOW YOUR LOCAL LAWS AND ANY OTHER LEGAL REGULATIONS THAT MIGHT APPLY TO YOUR PARTICIPATION IN THE SHADOWBOX COMMUNITY. IF YOU’RE WONDERING IF IT’S ILLEGAL, THEN IT PROBABLY DOESN’T HAVE A PLACE WITHIN SHADOWBOX. WE LOVE CREATIVE FREEDOM AND HAVE SPENT YEARS

BUILDING TOOLS TO SUPPORT CREATIVE EXPRESSION. PLEASE DON’T USE THE SHADOWBOX PLATFORM FOR EVIL.

### **JOIN THE CONVERSATION.**

O U R D I S C O R D S E R V E R I S F I L L E D W I T H A R T I S T S A N D C O L L E C T O R S T H A T D I S C U S S A R T W O R K A N D T E C H N I Q U E S , SUGGEST IMPROVEMENTS TO SHADOWBOX, AND ENGAGEMENT IN ABSTRACT CONVERSATIONS ABOUT THE PURPOSE OF ART. MAXIMIZE YOUR INVOLVEMENT IN THIS COMMUNITY BY JOINING OUR DISCORD [HERE](HTTPS://DISCORD.GG/PGEAWRP).

### GIVE US **FEEDBACK.**

W E ‘ R E C R A Z Y A B O U T F E E D B A C K , S O G I V E U S S O M E . C O N T A C T [ C O M M U N I T Y @ S H A D O W B O X . C O M ] (MAILTO:[email protected]) WITH IDEAS ON HOW WE CAN IMPROVE SHADOWBOX, STRENGTHEN THE COMMUNITY, OR IF YOU HAVE ANY QUESTIONS ABOUT OUR POLICIES AND GUIDELINES. YOU MAY FIRST WANT TO CHECK OUT OUR [TERMS OF SERVICE](HTTPS://WWW.NOTION.SO/SHADOWBOX-TERMS-OF SERVICE-075A82773AF34AAB99DDE323F5AA044E) AND [PRIVACY POLICY](HTTPS:// WWW.NOTION.SO/SHADOWBOX-PRIVACY POLICY-30DB13E22C3648099A785B99AFC7C584).

**PUBLICATION DATE: SEPTEMBER 29, 2020**

LAST UPDATED: FEBRUARY 15, 2021

## WELCOME

WELCOME TO SHADOWBOX! SHADOWBOX IS A DECENTRALIZED APPLICATION AND DIGITAL ART MARKETPLACE OPERATING ON THE ETHEREUM BLOCKCHAIN. THE SHADOWBOX PLATFORM USES SPECIALLY-DEVELOPED SMART CONTRACTS THAT ENABLE ARTISTS TO SELL THEIR DIGITAL CREATIONS TO COLLECTORS ON A PEER-TO

PEER DIGITAL MARKETPLACE. COLLECTORS MAY TRADE, TRANSFER, SELL, OR PROUDLY DISPLAY THEIR COLLECTED SHADOWBOX PIECES ON THE SHADOWBOX PLATFORM.

### THESE TERMS SET FORTH A LEGALLY BINDING AGREEMENT

PLEASE READ THESE TERMS OF USE (“TERMS”, “TERMS OF USE”, OR “AGREEMENT”) VERY CAREFULLY. THIS AGREEMENT IS BETWEEN YOU (THE “USER(S),” “ARTIST(S),” “COLLECTOR(S),” “OWNER(S),” AND COLLECTIVELY WITH OTHERS USING THE SITE – “USERS”) AND SHADOWBOX, INC., A COMPANY OPERATING THE SHADOWBOX PLATFORM AND ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE (“SHADOWBOX,” “SHADOWBOX,” “THE COMPANY”, “WE”, “OUR” OR “US” AND TOGETHER WITH YOU, THE “PARTIES”). THESE TERMS GOVERN YOUR USE OF THE WEBSITE LOCATED AT SHADOWBOX.CO AND SHADOWBOX.COM (THE “SITE”), AND ALL RELATED TOOLS, MOBILE APPLICATIONS, WEB APPLICATIONS, DECENTRALIZED APPLICATIONS, SMART

CONTRACTS AND APIS LOCATED AT ANY OF SHADOWBOX’S WEBSITES, INCLUDING WITHOUT LIMITATION, SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO (THE “PLATFORM”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM.

YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.

CERTAIN FEATURES OF THE SITE ARE SUBJECT TO OTHER GUIDELINES, TERMS, OR RULES, WHICH ARE LOCATED ON THE SITE IN CONNECTION WITH SUCH FEATURES. THE [SHADOWBOX COMMUNITY GUIDELINES](HTTPS://WWW.NOTION.SO/SHADOWBOX COMMUNITY-GUIDELINES-B9C4FC521F4344A39CAC7BD13D44A56F), [AUCTION TERMS OF SERVICE](HTTPS://WWW.NOTION.SO/SHADOWBOX-AUCTION-TERMS-OF-USE DD6778E810B748D78DBDF3DA9790BF0A), [COPYRIGHT COMMUNITY GUIDELINES] (HTTPS://WWW.NOTION.SO/SHADOWBOX-COPYRIGHT-COMMUNITY-GUIDELINES-AND POLICIES-63A40F925A57471AABDCEAF3ADC0B0F5), AND ALL SUCH ADDITIONAL TERMS, GUIDELINES, AND RULES ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS AND EXPRESSLY AGREED TO AND ACKNOWLEDGED BY THE USER.

### PRIVACY POLICY

OUR PRIVACY POLICY FOUND [HERE](HTTPS://SHADOWBOX.CO/PRIVACY) 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.

## THE PLATFORM

### ACCESSING THE PLATFORM THROUGH METAMASK

TO MOST EASILY ACCESS AND USE THE PLATFORM, YOU SHOULD FIRST INSTALL THE GOOGLE CHROME OR BRAVE WEB BROWSER. ONCE YOU HAVE INSTALLED CHROME OR BRAVE, YOU WILL NEED TO INSTALL A BROWSER EXTENSION CALLED METAMASK.

METAMASK IS AN ELECTRONIC WALLET, WHICH ALLOWS YOU TO PURCHASE (EITHER DIRECTLY VIA COINBASE IF YOU ARE IN THE UNITED STATES, OR VIA OTHER THIRD PARTY SITES), STORE, AND ENGAGE IN TRANSACTIONS USING THE NATIVE ETHEREUM CRYPTOCURRENCY, ETH. YOU WILL NOT BE ABLE TO ENGAGE IN ANY TRANSACTIONS ON THE PLATFORM OTHER THAN THROUGH METAMASK (OR OTHER ETHEREUM

COMPATIBLE BROWSERS). THE PLATFORM WILL ONLY RECOGNIZE YOU AS A USER, AND YOU WILL ONLY BE ABLE TO INTERACT WITH THE PLATFORM, IF YOUR ETHEREUM

ELECTRONIC WALLET IS CONNECTED AND UNLOCKED THROUGH YOUR METAMASK ACCOUNT. THERE IS NO OTHER WAY TO SIGN UP AS A USER, OR TO INTERACT DIRECTLY WITH THE PLATFORM.

### TRANSACTIONS ARE RECORDED ON THE PUBLIC ETHEREUM BLOCKCHAIN

TRANSACTIONS THAT TAKE PLACE ON THE PLATFORM ARE MANAGED AND CONFIRMED VIA THE ETHEREUM BLOCKCHAIN. THE USER UNDERSTANDS THAT YOUR ETHEREUM PUBLIC ADDRESS WILL BE MADE PUBLICLY VISIBLE WHENEVER YOU ENGAGE IN A TRANSACTION ON THE PLATFORM. WE NEITHER OWN NOR CONTROL METAMASK, COINBASE, GOOGLE CHROME, THE ETHEREUM NETWORK, OR ANY OTHER THIRD PARTY SITE, PRODUCT, OR SERVICE THAT YOU MIGHT ACCESS, VISIT, OR USE FOR THE PURPOSE OF ENABLING YOU TO USE THE VARIOUS FEATURES OF THE PLATFORM. WE WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES, NOR WILL WE BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER AS A RESULT OF YOUR TRANSACTIONS OR ANY OTHER INTERACTION WITH ANY SUCH THIRD PARTIES.

### THE PLATFORM IS PROPERTY OF SHADOWBOX

YOU ACKNOWLEDGE AND AGREE THAT WE (OR, AS APPLICABLE, OUR LICENSORS) OWN ALL LEGAL RIGHT, TITLE AND INTEREST IN AND TO ALL ELEMENTS OF THE PLATFORM. THE GRAPHICS, DESIGN, SYSTEMS, METHODS, INFORMATION, COMPUTER CODE, SOFTWARE, SERVICES, “LOOK AND FEEL”, ORGANIZATION, COMPILATION OF THE CONTENT, CODE, DATA, AND ALL OTHER ELEMENTS OF THE PLATFORM (COLLECTIVELY, THE “SHADOWBOX MATERIALS”) ARE OWNED BY SHADOWBOX, AND ARE PROTECTED BY COPYRIGHT, TRADE DRESS, PATENT, AND TRADEMARK LAWS, INTERNATIONAL CONVENTIONS, OTHER RELEVANT INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AND APPLICABLE LAWS. ALL SHADOWBOX MATERIALS ARE THE COPYRIGHTED PROPERTY OF SHADOWBOX OR ITS LICENSORS, AND ALL TRADEMARKS, SERVICE MARKS, AND TRADE NAMES CONTAINED IN THE SHADOWBOX MATERIALS ARE PROPRIETARY TO SHADOWBOX OR ITS LICENSORS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE PLATFORM DOES NOT GRANT YOU OWNERSHIP OF OR ANY OTHER RIGHTS WITH RESPECT TO ANY CONTENT, CODE, DATA, OR OTHER MATERIALS THAT YOU MAY ACCESS ON OR THROUGH THE PLATFORM. WE RESERVE ALL RIGHTS IN AND TO THE SHADOWBOX MATERIALS NOT EXPRESSLY GRANTED TO YOU IN THE TERMS.

### SHADOWBOX MAY USE AND SHARE ALL USER FEEDBACK

YOU MAY CHOOSE TO SUBMIT COMMENTS, BUG REPORTS, IDEAS OR OTHER FEEDBACK ABOUT THE PLATFORM, INCLUDING WITHOUT LIMITATION ABOUT HOW TO IMPROVE THE PLATFORM (COLLECTIVELY, “FEEDBACK”). BY SUBMITTING ANY FEEDBACK, YOU AGREE THAT WE ARE FREE TO USE SUCH FEEDBACK AT OUR DISCRETION AND WITHOUT ADDITIONAL COMPENSATION TO YOU, AND TO DISCLOSE SUCH FEEDBACK TO THIRD PARTIES (WHETHER ON A NON-CONFIDENTIAL BASIS, OR OTHERWISE). YOU HEREBY GRANT US A PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE, WORLDWIDE LICENSE UNDER ALL RIGHTS NECESSARY FOR US TO INCORPORATE AND USE YOUR FEEDBACK FOR ANY PURPOSE.

### SHADOWBOX IS A NON-CUSTODIAL SERVICE PROVIDER

THE SMART CONTRACTS AND THE SITE FACILITATE USER COLLECTION OF SHADOWBOX ITEMS, BUT SHADOWBOX AND ITS AFFILIATES, THE PLATFORM, AND THE SMART CONTRACTS ARE NOT THE CUSTODIANS OF ANY USER-OWNED SHADOWBOX ITEMS. THE USER UNDERSTANDS AND ACKNOWLEDGES THAT THE SMART CONTRACTS DO NOT GIVE SHADOWBOX CUSTODY, POSSESSION, OR CONTROL OF ANY SHADOWBOX ITEM OR CRYPTOCURRENCY AT ANY TIME FOR THE PURPOSE OF FACILITATING SHADOWBOX ITEM TRANSACTIONS. YOU AFFIRM THAT YOU ARE AWARE AND ACKNOWLEDGE THAT SHADOWBOX IS A NON-CUSTODIAL SERVICE PROVIDER AND HAS DESIGNED THIS PLATFORM TO BE DIRECTLY ACCESSIBLE BY THE USERS WITHOUT ANY INVOLVEMENT OR ACTIONS TAKEN BY SHADOWBOX OR ANY THIRD-PARTY.

### EXTERNAL SITES

THE PLATFORM OR SITE MAY INCLUDE HYPERLINKS TO OTHER WEBSITES OR RESOURCES (COLLECTIVELY, “EXTERNAL SITES”), WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO OUR USERS. WE HAVE NO CONTROL OVER ANY EXTERNAL SITES.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF ANY EXTERNAL SITES, AND THAT WE DO NOT ENDORSE ANY ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR MADE AVAILABLE FROM ANY EXTERNAL SITES. 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 EXTERNAL SITES, 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 EXTERNAL SITES.

## USER ACCOUNT AND SECURITY

### USER AGREES TO PROVIDE ACCURATE REGISTRATION INFORMATION

THE USER MUST PROVIDE ACCURATE AND COMPLETE REGISTRATION INFORMATION WHEN YOU CREATE AN ACCOUNT FOR THE PLATFORM. BY CREATING AN ACCOUNT, YOU AGREE TO PROVIDE ACCURATE, CURRENT AND COMPLETE ACCOUNT INFORMATION ABOUT YOURSELF, AND TO MAINTAIN AND PROMPTLY UPDATE AS NECESSARY YOUR ACCOUNT INFORMATION.

### USER IS RESPONSIBLE FOR ACCOUNT SECURITY

YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR ACCOUNT AND YOUR METAMASK WALLET (AND OTHER ETHEREUM WALLETS AND ACCOUNTS). YOU AGREE TO UNDERTAKE TO MAINTAIN AT ALL TIMES ADEQUATE SECURITY AND CONTROL OF ALL OF YOUR ACCOUNT DETAILS, PASSWORDS, PERSONAL IDENTIFICATION NUMBERS OR ANY OTHER CODES THAT YOU USE TO ACCESS THE PLATFORM OR THE SERVICES.

YOU MUST ENSURE THAT ACCOUNT(S) REGISTERED UNDER YOUR NAME WILL NOT BE USED BY ANY OTHER PERSON. YOU MUST NOTIFY US IMMEDIATELY OF ANY BREACH OF SECURITY, LOSS, THEFT OR UNAUTHORIZED USE OF YOUR USERNAME, PASSWORD OR SECURITY INFORMATION AT [email protected].

### SHADOWBOX MAY SUSPEND HACKED ACCOUNTS

SHADOWBOX RESERVES THE RIGHT TO TERMINATE, SUSPEND OR RESTRICT YOUR ACCESS TO ANY ACCOUNT(S) IF THERE IS REASONABLE SUSPICION BY US THAT THE PERSON LOGGED INTO YOUR ACCOUNT(S) IS NOT YOU OR IF WE SUSPECT THAT THE ACCOUNT(S) HAVE BEEN OR WILL BE USED FOR ANY ILLEGAL, FRAUDULENT, OR UNAUTHORIZED PURPOSES. UNDER NO CIRCUMSTANCES SHALL SHADOWBOX OR INDEMNIFIED PERSONS IN ACCORDANCE WITH THESE TERMS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT OR INDIRECT LOSSES (INCLUDING LOSS OF PROFITS, BUSINESS OR OPPORTUNITIES), DAMAGES OR COSTS SUFFERED BY YOU OR ANY OTHER PERSON OR ENTITY DUE TO ANY SUCH TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY ACCOUNT(S).

### USER MAY NOT USE THE PLATFORM FOR ILLEGAL ACTIVITY

YOU AGREE TO USE THE PLATFORM ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS. WITHOUT LIMITATION, YOU MAY NOT, AND MAY NOT ALLOW ANY THIRD PARTY TO: (I) SEND, UPLOAD, DISTRIBUTE OR DISSEMINATE ANY UNLAWFUL, DEFAMATORY, HARASSING, ABUSIVE, FRAUDULENT, OBSCENE, OR OTHERWISE OBJECTIONABLE CONTENT; (II) UNDERTAKE ANY UNLAWFUL ACTIVITY WHICH WOULD VIOLATE, OR ASSIST IN VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, OR REGULATION, SANCTIONS PROGRAM ADMINISTERED IN ANY RELEVANT COUNTRY, INCLUDING BUT NOT LIMITED TO THE U.S. DEPARTMENT OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”), OR WHICH WOULD INVOLVE PROCEEDS OF ANY UNLAWFUL ACTIVITY; (III) DISTRIBUTE VIRUSES, WORMS, DEFECTS, TROJAN HORSES, CORRUPTED FILES, HOAXES, OR ANY OTHER ITEMS OF A DESTRUCTIVE OR DECEPTIVE NATURE; (IV) IMPERSONATE ANOTHER PERSON (VIA THE USE OF AN EMAIL ADDRESS OR OTHERWISE); (V) UPLOAD, POST, TRANSMIT OR OTHERWISE MAKE AVAILABLE THROUGH THE PLATFORM ANY CONTENT THAT INFRINGES THE INTELLECTUAL PROPRIETARY RIGHTS OF ANY PARTY; (VI) OPERATE TO DEFRAUD SHADOWBOX, OTHER USERS, OR ANY OTHER PERSON OR PROVIDE FALSE, INACCURATE OR MISLEADING INFORMATION; (VII) USE THE PLATFORM TO VIOLATE THE LEGAL RIGHTS (SUCH AS RIGHTS OF PRIVACY AND PUBLICITY) OF OTHERS; (VIII) ENGAGE IN, PROMOTE, OR ENCOURAGE ILLEGAL ACTIVITY (INCLUDING, WITHOUT LIMITATION, TERRORISM, TAX EVASION OR MONEY LAUNDERING); (IX) INTERFERE WITH ANOTHER INDIVIDUAL’S OR ENTITY’S ACCESS TO OR USE OF THE PLATFORM; DEFAME, ABUSE, EXTORT, HARASS, STALK, THREATEN OR OTHERWISE VIOLATE OR INFRINGE THE LEGAL RIGHTS (SUCH AS, BUT NOT LIMITED TO, RIGHTS OR PRIVACY, PUBLICITY AND INTELLECTUAL PROPERTY) OF OTHERS; INCITE, THREATEN, FACILITATE, PROMOTE, OR ENCOURAGE HATE, RACIAL INTOLERANCE OR VIOLENT ACTS AGAINST OTHERS; HARVEST OR OTHERWISE COLLECT INFORMATION FROM THE PLATFORM ABOUT OTHERS, INCLUDING WITHOUT LIMITATION EMAIL ADDRESSES, WITHOUT PROPER CONSENT; (X) EXPLOIT THE PLATFORM FOR ANY UNAUTHORIZED COMMERCIAL PURPOSE; (XI) MODIFY, ADAPT, TRANSLATE, OR REVERSE ENGINEER ANY PORTION OF THE PLATFORM; (XII) REMOVE ANY COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS NOTICES CONTAINED IN OR ON THE PLATFORM OR ANY PART OF IT; (XIII) REFORMAT OR FRAME ANY PORTION OF THE PLATFORM; (XIV) DISPLAY ANY CONTENT ON THE PLATFORM THAT CONTAINS ANY HATE-RELATED OR VIOLENT

CONTENT OR CONTAINS ANY OTHER MATERIAL, PRODUCTS OR SERVICES THAT VIOLATE OR ENCOURAGE CONDUCT THAT WOULD VIOLATE ANY CRIMINAL LAWS, ANY OTHER APPLICABLE LAWS, OR ANY THIRD PARTY RIGHTS; (XV) USE ANY ROBOT, SPIDER, SITE SEARCH/RETRIEVAL APPLICATION, OR OTHER DEVICE TO RETRIEVE OR INDEX ANY PORTION OF THE PLATFORM OR THE CONTENT POSTED ON THE PLATFORM, OR TO COLLECT INFORMATION ABOUT ITS USERS FOR ANY UNAUTHORIZED PURPOSE; (XVI) CREATE USER ACCOUNTS BY AUTOMATED MEANS OR UNDER FALSE OR FRAUDULENT PRETENSES; OR (XVII) ACCESS OR USE THE PLATFORM FOR THE PURPOSE OF CREATING A PRODUCT OR SERVICE THAT IS COMPETITIVE WITH ANY OF OUR PRODUCTS OR SERVICES.

### USER MUST BE OF AGE

YOU AFFIRM THAT YOU ARE OVER THE AGE OF 18, AS THE PLATFORM IS NOT INTENDED FOR CHILDREN UNDER 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

## SHADOWBOX ITEMS

ALL ARTWORK (“ART”, “WORK(S)”, “ARTWORK(S)”, OR “CREATION(S)”) ON THE SHADOWBOX PLATFORM IS REPRESENTED BY A UNIQUE CRYPTOGRAPHIC TOKEN EXCLUSIVELY MINTED BY ONE OF SHADOWBOX’S APPROVED ARTISTS. EACH SHADOWBOX ITEM (“ITEM(S)”, “TOKEN(S)”, “NON-FUNGIBLE TOKEN(S)”, OR “NFT(S)”) IS MINTED BY AN ARTIST USING THE SHADOWBOX SMART CONTRACTS BASED ON AN ARTIST’S ORIGINAL ARTWORK. SHADOWBOX ITEMS ARE FOREVER TRACKED AND STORED ON THE ETHEREUM BLOCKCHAIN, PROVIDING THE COLLECTOR OF A SHADOWBOX ITEM WITH A PERMANENT RECORD OF AUTHENTICITY AND OWNERSHIP.

### CREATING SHADOWBOX ITEMS

ONLY ARTISTS INVITED AND APPROVED BY SHADOWBOX ARE ABLE TO USE THE PLATFORM TO “MINT” AND SELL SHADOWBOX ITEMS. ARTWORK MINTED AND SOLD ON THE SHADOWBOX MARKETPLACE INCLUDES, BUT IS NOT LIMITED TO: VISUAL WORKS, AUDIOVISUAL WORKS, ANIMATIONS, AUDIO, PHOTOGRAPHS, 3D WORKS, GIFS, AND OTHER CREATIVE DIGITAL WORKS.

### APPLYING TO BE A SHADOWBOX ARTIST

ARTISTS SEEKING AN INVITATION TO CREATE AND LIST WORKS FOR SALE ON THE SHADOWBOX PLATFORM MUST SUBMIT A REQUEST FOUND [HERE](HTTPS:// DOCS.GOOGLE.COM/FORMS/D/E/1FAIPQLSCTZHB9ON31J-

UOFZMD3HG0GGNF3HGJVYBZ1XWCHSOBSYDVPW/VIEWFORM). SHADOWBOX HAS UNILATERAL DISCRETION IN CURATING ITS ARTIST NETWORK AND MAKES NO GUARANTEES OR PROMISES THAT ANY ARTISTS WILL BE APPROVED, EVEN IF THE ARTIST WAS INVITED BY A MEMBER OF THE SHADOWBOX TEAM TO SUBMIT THE REQUEST.

### ARTIST WHITELISTING AND MINTING

APPROVED ARTISTS ARE “WHITELISTED” AND GRANTED PERMISSION TO MINT SHADOWBOX ITEMS USING ONE OR MORE OF OUR SMART CONTRACTS. TO CREATE A SHADOWBOX ITEM, APPROVED ARTISTS MUST UPLOAD AN ORIGINAL DIGITAL ARTWORK, PROVIDE INFORMATION ABOUT THE ARTWORK, AUTHENTICATE THE WORK, INITIATE A REQUEST TO A TOKEN MINTING SMART CONTRACT AND – *VOILA* – THE ARTIST HAS MINTED A UNIQUE, CRYPTOGRAPHIC TOKEN REPRESENTING A DIGITAL VERSION OF THE ARTWORK.

### ARTIST AGREES TO MINT ONLY “ORIGINAL” WORKS

BY MINTING A SHADOWBOX ITEM, ARTISTS EXPRESSLY REPRESENT AND WARRANT THAT THEIR WORK IS AN ORIGINAL CREATION. ARTISTS ARE PROHIBITED FROM MINTING WORKS CONSISTING OF UNLICENSED OR UNAUTHORIZED COPYRIGHTED CONTENT, INCLUDING ANY IMAGERY, DESIGN, AUDIO, VIDEO, HUMAN LIKENESS, OR OTHER UNORIGINAL CONTENT NOT CREATED BY THE ARTIST, NOT AUTHORIZED FOR USE BY THE ARTIST, NOT IN THE PUBLIC DOMAIN, OR OTHERWISE WITHOUT A VALID CLAIM OF FAIR USE. ARTIST CAN ONLY MINT WORKS THAT THEY PERSONALLY CREATED AND MUST REFRAIN FROM MINTING WORKS TO WHICH COPYRIGHT OWNERSHIP IS UNKNOWN OR DISPUTED (I.E., COMMISSIONED WORKS OR “WORKS MADE FOR HIRE”).

### SHADOWBOX COPYRIGHT COMMUNITY GUIDELINES

COPYRIGHT IS THE LAW OF ART. AS A DIGITAL ART PLATFORM, WE TAKE COPYRIGHT LAW SERIOUSLY AND ENCOURAGE OUR ARTISTS AND COLLECTORS TO LEARN MORE ABOUT THEIR RIGHTS. PLEASE VISIT THE SHADOWBOX [COPYRIGHT COMMUNITY GUIDELINES](HTTPS://WWW.NOTION.SO/SHADOWBOX-COPYRIGHT-COMMUNITY

GUIDELINES-AND-POLICIES-63A40F925A57471AABDCEAF3ADC0B0F5) FOR MORE INFORMATION ON COPYRIGHT LAW, THE DIFFERENCE BETWEEN “ORIGINAL” AND “INFRINGING” CONTENT, AND THE FAIR USE DEFENSE.

### ARTISTS MUST HAVE AUTHORITY TO MINT, DISPLAY, AND SELL THE WORK

ARTIST EXPRESSLY REPRESENTS AND WARRANTS THAT WORKS MINTED ON THE SHADOWBOX PLATFORM CONTAIN ONLY ORIGINAL ARTISTIC CONTENT OTHERWISE AUTHORIZED FOR USE BY THE ARTIST. TO THE EXTENT A WORK CONTAINS UNORIGINAL CONTENT, INCLUDING CONTENT FROM WORKS BY OTHER SHADOWBOX ARTISTS, THE MINTING ARTIST FURTHER REPRESENTS AND WARRANTS THAT IT HAS PERMISSION TO INCORPORATE THE UNORIGINAL CONTENT. ARTIST REPRESENTS AND WARRANTS THAT THE SALE, DISPLAY OR PERFORMANCE OF MINTED SHADOWBOX ITEM ON THE PLATFORM IS NOT A VIOLATION OF ANY AGREEMENT, CONTRACT, OR OBLIGATION OWED TO A THIRD-PARTY.

### ARTISTS MAY BE REMOVED FROM THE PLATFORM

FAILURE TO ABIDE BY THESE TERMS AND/OR THE COMMUNITY GUIDELINES MAY RESULT IN, WITHOUT LIMITATION, SUSPENSION OR DELETION OF THE ARTIST’S ACCOUNT, REVOCATION OF THE ARTIST’S MINTING PRIVILEGES AND OTHER PERMISSIONS TO THE SHADOWBOX SMART CONTRACTS OR PLATFORM, DELISTING THE ARTIST’S ITEMS ON THE SITE, OR PAYING MONETARY DAMAGES. SHADOWBOX HAS THE UNILATERAL AUTHORITY AND DISCRETION TO REMOVE, SUSPEND, OR REVOKE ARTISTS’ ACCESS TO THE SHADOWBOX SMART CONTRACTS OR ANY OTHER ASPECT OF THE PLATFORM.

### ARTIST INDEMNIFIES AND RELEASES SHADOWBOX

ARTIST HEREBY AGREES TO INDEMNIFY SHADOWBOX AND BE HELD LIABLE FOR ANY CLAIM AGAINST SHADOWBOX ARISING OUT OF THE ARTIST’S BREACH OF THESE TERMS. ARTIST HEREBY RELEASES AND FOREVER DISCHARGES SHADOWBOX FROM ANY DAMAGES OR CAUSES OF ACTION RESULTING FROM A SALE OF ANY OF THE ARTIST’S LISTED SHADOWBOX ITEMS OCCURRING AFTER THE ARTIST’S BREACH OF THESE TERMS.

## THE SHADOWBOX MARKETPLACE

THE SHADOWBOX PLATFORM FACILITATES A PEER-TO-PEER DIGITAL ART MARKETPLACE AND AUCTION HOUSE WHERE ARTISTS, COLLECTORS, AND OTHER USERS CAN SELL, PURCHASE, LIST FOR AUCTION, MAKE OFFERS, AND BID ON SHADOWBOX ITEMS.

COLLECTORS CAN OBTAIN SHADOWBOX ITEMS BY MAKING AN OFFER ACCEPTED BY THE ARTIST, PURCHASING AT AN ESTABLISHED LIST PRICE, OR BIDDING ON ITEMS AVAILABLE IN ONE OF OUR REVOLUTIONARY SMART CONTRACT-ENABLED AUCTIONS.

### PURCHASING SHADOWBOX ITEMS WITH A LIST PRICE

SHADOWBOX ITEMS ARE OPTIONALLY OFFERED FOR IMMEDIATE ACCEPTANCE AT A LIST PRICE (IN ETH) ESTABLISHED BY THE ARTIST. COLLECTORS CAN PURCHASE SHADOWBOX ITEMS WITH A LIST PRICE THROUGH THE SITE BY SENDING AN EQUIVALENT AMOUNT OF ETH TO A SMART CONTRACT CONFIGURED TO INITIATE A TRANSFER OF THE SHADOWBOX ITEM, PLUS ADDITIONAL FEES AND GAS.

### MAKING OFFERS ON SHADOWBOX ITEMS

USERS CAN MAKE OFFERS ON ALL LISTED SHADOWBOX ITEMS THROUGH THE SITE. OFFERS ON THE SHADOWBOX MARKETPLACE ARE LEGALLY BINDING, REVOCABLE OFFERS TO PURCHASE THE ITEM CAPABLE OF IMMEDIATE ACCEPTANCE BY THE OWNER OF THE ITEM. BY MAKING AN OFFER, THE COLLECTOR AGREES TO TEMPORARILY SEND AND LOSE CONTROL OVER AN AMOUNT OF OFFERED ETH TO A SMART CONTRACT. THE SMART CONTRACT IS CONFIGURED TO HOLD THE OFFERED ETH UNTIL EITHER THE OFFER IS ACCEPTED BY THE OWNER OF THE ITEM, A HIGHER OFFER IS RECEIVED, OR THE OFFER IS REVOKED. THE OWNER OF THE ITEM HAS THE UNILATERAL AUTHORITY TO ACCEPT THE BID.

## SHADOWBOX MARKETPLACE PRICES & FEES

EVERY TRANSACTION ON THE SHADOWBOX MARKETPLACE IS SUBJECT TO FEES COLLECTED TO SUPPORT THE ARTISTS AND THE SHADOWBOX PLATFORM. SHADOWBOX COLLECTS A 3% MARKETPLACE FEE IN ADDITION TO THE SALES PRICE FOR EVERY SALE OF A SHADOWBOX ITEM ON THE MARKETPLACE. FOR EXAMPLE, A COLLECTOR PURCHASING A SHADOWBOX ITEM FOR 1.00 ETH WILL PAY 1.03 ETH

THE AMOUNT OF FEES FOR THE SALE OF A SHADOWBOX ITEM ALSO DEPENDS ON WHETHER THE TRANSACTION INVOLVES THE SHADOWBOX ITEM’S FIRST SALE (“PRIMARY SALE”) OR A SUBSEQUENT SALE IN THE SECONDARY MARKET (“SECONDARY MARKET SALE”). ALL FEES ARE COLLECTED AND DISTRIBUTED AT THE TIME OF THE PURCHASE OF A SHADOWBOX ITEM BY OPERATION OF THE SMART CONTRACTS.

### PRIMARY SALE

– THE ARTIST RECEIVES 85% OF THE TOTAL SALE PRICE FOR PRIMARY SALES. – SHADOWBOX COLLECTS 15% OF THE TOTAL SALE PRICE AS A COMMISSION.

### SECONDARY MARKET SALE

– ARTISTS RECEIVE A 10% ROYALTY BASED ON THE TOTAL SALE PRICE FOR SECONDARY MARKET SALES PAID BY THE COLLECTOR WHO SELLS THE SHADOWBOX ITEM. – THE ROYALTY IS DEDUCTED FROM THE TOTAL SALE PRICE AT THE TIME OF THE PURCHASE BY OPERATION OF THE SMART CONTRACTS. FOR EXAMPLE, A COLLECTOR SELLING A SHADOWBOX ITEM FOR 1 ETH ON THE SECONDARY MARKET WILL RECEIVE ONLY 0.90 ETH, WITH THE ARTIST OF THE SHADOWBOX ITEM RECEIVING THE REMAINING 0.10 ETH AS A ROYALTY.

### USERS AGREE TO THE AUTOMATED COLLECTION AND DISBURSEMENT OF FEES BY THE SMART CONTRACTS

THE USER AGREES AND UNDERSTANDS THAT ALL FEES, COMMISSIONS, AND ROYALTIES ARE TRANSFERRED, PROCESSED, OR INITIATED DIRECTLY THROUGH ONE OR MORE OF THE SMART CONTRACTS ON THE ETHEREUM BLOCKCHAIN NETWORK. BY TRANSACTING ON THE PLATFORM AND BY USING THE SMART CONTRACTS, THE USER HEREBY ACKNOWLEDGES, CONSENTS TO, AND ACCEPTS ALL AUTOMATED FEES, COMMISSIONS, AND ROYALTIES FOR THE SALE OF ITEMS ON THE SHADOWBOX PLATFORM. THE USER HEREBY CONSENTS TO AND AGREES TO BE BOUND BY THE SMART CONTRACTS’ EXECUTION AND DISTRIBUTION OF THE FEES, COMMISSIONS, AND ROYALTIES. USERS HEREBY WAIVE ANY ENTITLEMENT TO ROYALTIES, COMMISSIONS, OR FEES PAID TO ANOTHER BY OPERATION OF THE SMART CONTRACTS.

### USERS CONSENT TO AUTOMATED ROYALTIES TO ARTISTS

THE USER CONSENTS TO THE AUTOMATED COLLECTION AND DISBURSEMENT TO ARTISTS OF ROYALTIES FOR SECONDARY MARKET SALES OF SHADOWBOX ITEMS. THE

USER HEREBY WAIVES ANY FIRST SALE DEFENSE OR ARGUMENT WITH RESPECT TO SECONDARY MARKET ACTIVITIES RESULTING IN A ROYALTY TO A SHADOWBOX ARTIST.

### SHADOWBOX MAKES NO REPRESENTATIONS ON PRICE OR VALUE

USERS ACKNOWLEDGE AND CONSENT TO THE RISK THAT THE PRICE OF AN ITEM PURCHASED ON THE SHADOWBOX MARKETPLACE MAY HAVE BEEN INFLUENCED BY USER ACTIVITY OUTSIDE OF THE CONTROL OF SHADOWBOX OR THE SHADOWBOX PLATFORM. SHADOWBOX DOES NOT REPRESENT, GUARANTEE, OR WARRANT THE ACCURACY OR FAIRNESS OF THE PRICE OF ANY SHADOWBOX ITEM SOLD OR OFFERED FOR SALE ON OR OFF OF THE MARKETPLACE. THE USER AGREES AND ACKNOWLEDGES THAT SHADOWBOX IS NOT A FIDUCIARY NOR OWES ANY DUTIES TO ANY USER OF THE PLATFORM, INCLUDING THE DUTY TO ENSURE FAIR PRICING OF SHADOWBOX ITEMS OR TO POLICE USER BEHAVIOR ON THE MARKETPLACE.

### OFF MARKET TRANSACTIONS

SHADOWBOX DOES NOT GENERALLY COLLECT ANY FEES, COMMISSIONS, OR ROYALTIES FOR TRANSACTIONS OCCURRING OUTSIDE OF THE SHADOWBOX MARKETPLACE AND NOT INVOLVING THE SHADOWBOX SMART CONTRACTS. TO SUPPORT THE SHADOWBOX ARTISTS AND THE PLATFORM, WE ENCOURAGE COLLECTORS TO LIST ITEMS FOR SALE ON THE SHADOWBOX MARKETPLACE, HOWEVER COLLECTORS ARE PERMITTED TO SELL OR TRANSFER THEIR ITEMS ON THIRD PARTY EXCHANGES. THE ARTIST AND ALL OTHER USERS HEREBY WAIVE ANY ENTITLEMENT TO ROYALTIES, COMMISSIONS, OR FEES FOR OFF MARKET TRANSACTIONS. THE USER IRREVOCABLY RELEASES, ACQUITS, AND FOREVER DISCHARGES SHADOWBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND SUCCESSORS OF ANY LIABILITY FOR ROYALTIES, FINES, OR FEES NOT RECEIVED BY THE USER FROM ANY OFF-MARKET TRANSACTION.

### GAS

ALL USER TRANSACTIONS ON THE SHADOWBOX PLATFORM, INCLUDING WITHOUT LIMITATION MINTING, TOKENIZING, BIDDING, LISTING, OFFERING, PURCHASING, OR CONFIRMING, ARE FACILITATED BY SMART CONTRACTS EXISTING ON THE ETHEREUM NETWORK. THE ETHEREUM NETWORK REQUIRES THE PAYMENT OF A TRANSACTION FEE (A “GAS FEE”) FOR EVERY TRANSACTION THAT OCCURS ON THE ETHEREUM NETWORK, AND THUS EVERY TRANSACTION OCCURRING ON THE SHADOWBOX PLATFORM. THE VALUE OF THE GAS FEE CHANGES, OFTEN UNPREDICTABLY, AND IS ENTIRELY OUTSIDE OF THE CONTROL OF SHADOWBOX OR THE SHADOWBOX PLATFORM. THE USER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES WILL A CONTRACT, AGREEMENT, OFFER, SALE, BID, OR OTHER TRANSACTION ON THE PLATFORM BE INVALIDATED, REVOCABLE, RETRACTABLE, OR OTHERWISE UNENFORCEABLE ON THE BASIS THAT THE GAS FEE FOR THE GIVEN TRANSACTION WAS UNKNOWN, TOO HIGH, OR OTHERWISE UNACCEPTABLE TO A USER. USERS ALSO ACKNOWLEDGE AND AGREE THAT GAS IS NON-REFUNDABLE UNDER ALL CIRCUMSTANCES.

### TAXES

USERS ARE RESPONSIBLE TO PAY ANY AND ALL SALES, USE, VALUE-ADDED AND OTHER TAXES, DUTIES, AND ASSESSMENTS NOW OR HEREAFTER CLAIMED OR IMPOSED BY ANY GOVERNMENTAL AUTHORITY, “ ASSOCIATED WITH YOUR USE OF THE PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY TAXES THAT MAY BECOME PAYABLE AS THE RESULT OF YOUR OWNERSHIP, TRANSFER, PURCHASE, SALE, OR CREATION OF ANY ARTWORKS).

## SHADOWBOX AUCTIONS

NO ART MARKETPLACE WOULD BE COMPLETE WITHOUT AN AUCTION HOUSE, WHICH IS WHY SHADOWBOX HAS EXPANDED UPON ITS CORE SET OF SMART CONTRACTS TO INTRODUCE AUCTIONS. BUT DELIVERING THE EXCITEMENT OF A LIVE, PEER-TO-PEER DIGITAL AUCTION WITHIN A SMART CONTRACT-ENABLED ART MARKETPLACE INTRODUCES CERTAIN RISKS FOR AUCTION PARTICIPANTS. SHADOWBOX IS STEADILY PROGRESSING THE DECENTRALIZATION OF ART THROUGH THESE NEW MARKET MECHANICS, BUT NOT WITHOUT ENSURING THAT ITS USERS UNDERSTAND, ACKNOWLEDGE, AND ACCEPT THE RISKS OF PARTICIPATING IN AUCTIONS. BY ACCEPTING THESE TERMS OR USING THE PLATFORM, THE USER AFFIRMATIVELY ACKNOWLEDGES AND AGREES TO THE [SHADOWBOX AUCTION TERMS OF USE]

( H T T P S : // W W W. N O T I O N . S O / S H A D O W B O X – A U C T I O N -T E R M S – O F – U S E – DD6778E810B748D78DBDF3DA9790BF0A), WHICH ARE INCORPORATED HEREIN. PLEASE VISIT THE [SHADOWBOX AUCTION FEATURE WALKTHROUGH AND FAQ](HTTPS:// HELP.SHADOWBOX.CO/EN/ARTICLES/4576436-HOW-AUCTIONS-WORK-ON SHADOWBOX) FOR MORE INFORMATION ON HOW TO SET UP AND PARTICIPATE IN AN AUCTION.

### SCHEDULED AUCTIONS

IN A SCHEDULED AUCTION, THE OWNER ESTABLISHES A SPECIFIC START AND END TIME FOR AN AUCTION FOR AN ARTWORK TO GO LIVE. OWNERS MAY OPTIONALLY INCLUDE A STARTING PRICE. AS LONG AS THE STARTING PRICE IS MET BY AN AUCTION PARTICIPANT, THE WORK WILL BE SOLD. WORKS WITHOUT A STARTING PRICE WILL BE SOLD TO THE HIGHEST BIDDER, *NO MATTER WHAT THE BID IS*. A SCHEDULED AUCTION MAY BE CANCELLED PRIOR TO THE START OF THE AUCTION, I.E. WHEN IT IS COUNTING DOWN TO KICK OFF. AFTER THE AUCTION BEGINS, IT CANNOT BE STOPPED, CANCELLED, OR UNDONE. OWNERS THAT INITIATE SCHEDULED AUCTIONS SHOULD BE PREPARED TO SELL THEIR WORKS AT THE STARTING PRICE, OR AT ANY PRICE IF NO STARTING PRICE IS ESTABLISHED.

### RESERVE AUCTIONS

IN A RESERVE AUCTION, AN AUCTION FOR AN ARTWORK IS CONFIGURED TO AUTOMATICALLY GO LIVE ONCE A BID IS RECEIVED EQUAL OR GREATER TO A PUBLIC RESERVE PRICE ESTABLISHED BY THE OWNER. ONCE THE RESERVE PRICE IS MET, THE AUCTION IS INSTANTIATED AND CONFIGURED TO LAST FOR APPROXIMATELY 24-HOURS. THE WORK GOES TO THE HIGHEST BIDDER AT THE END OF THE AUCTION. IN A RESERVE AUCTION, AN AUCTION FOR AN ARTWORK IS CONFIGURED TO AUTOMATICALLY GO LIVE ONCE A BID IS RECEIVED EQUAL OR GREATER TO A PUBLIC RESERVE PRICE ESTABLISHED BY THE OWNER. ONCE THE RESERVE PRICE IS MET, THE AUCTION IS

INSTANTIATED AND CONFIGURED TO LAST FOR APPROXIMATELY 24-HOURS. THE WORK GOES TO THE HIGHEST BIDDER AT THE END OF THE AUCTION.

### TIMING OF AUCTIONS

ONCE INITIATED, BOTH SCHEDULED AND RESERVE AUCTIONS LAST FOR A DISCRETE WINDOW OF TIME (BETWEEN 1 HOUR AND UP TO 7 DAYS FOR SCHEDULED AUCTIONS AND APPROXIMATELY 24 HOURS FOR RESERVE AUCTIONS). IF A BID IS PLACED WITHIN THE LAST 15 MINUTES OF AN AUCTION, THE AUCTION TIME IS EXTENDED BY 15 MINUTES FROM THE TIME OF THE BID IN ORDER TO ACCOMMODATE LAST MINUTE BIDS.

### TIMED AUCTION FEATURES MAY BE SUBJECT TO ERROR

TIMING IS NOT SUCH A SIMPLE OR EXACT THING ON THE BLOCKCHAIN. AUCTION TIMERS ARE NOT EXACT AND ONLY REPRESENT AN APPROXIMATE AS TO THE START OR END TIME REMAINING FOR A PARTICULAR AUCTION. PARTICIPANTS SHOULD GET THEIR BIDS IN AS EARLY AS POSSIBLE TO ENSURE THAT THEY ARE PROCESSED BY THE AUCTION SMART CONTRACT BEFORE THE CLOSE OF THE AUCTION.

### MARKETPLACE TRANSACTIONS ARE EXECUTED BY SMART CONTRACTS

TO INITIATE A TRANSACTION ON THE SHADOWBOX MARKETPLACE, A USER MUST VOLUNTARILY INVOKE ONE OR MORE SMART CONTRACT OPERATIONS FROM AN ETHEREUM WALLET. ALL TRANSACTIONS ON THE SHADOWBOX MARKETPLACE, INCLUDING BUT NOT LIMITED TO TRANSFERS, OFFERS, BIDS, LISTINGS, SALES, OR PURCHASES OF SHADOWBOX ITEMS ARE INITIATED THOUGH ONE OR MORE SMART CONTRACTS AT THE SOLE DISCRETION AND AT THE COMPLETE RISK OF THE USERS.

THE SMART CONTRACTS ARE CONFIGURED TO FACILITATE THE EXECUTION OF A VOLUNTARY USER OFFER, AN ACCEPTANCE OF AN OFFER, OR OTHER CONFIRMATION TO PURCHASE, SELL, BID ON, LIST, OR TRANSFER A SHADOWBOX ITEM. THE USER ACKNOWLEDGES THE RISK OF SMART CONTRACTS AND AGREES TO BE BOUND BY THE OUTCOME OF ANY SMART CONTRACT OPERATION BY INVOKING, CALLING, REQUESTING, OR OTHERWISE ENGAGING WITH THE SMART CONTRACT, WHETHER OR NOT THE SMART CONTRACT BEHAVES AS THE USER EXPECTS.

### **USER ACKNOWLEDGES THE RISK OF SMART CONTRACTS AND BLOCKCHAIN TECHNOLOGY**

SHADOWBOX MARKETPLACE TRANSACTIONS, INCLUDING BUT NOT LIMITED TO PRIMARY SALES, SECONDARY MARKET SALES, LISTINGS, OFFERS, BIDS, ACCEPTANCES, AND OTHER OPERATIONS THROUGH THE SITE UTILIZE EXPERIMENTAL SMART CONTRACT AND BLOCKCHAIN TECHNOLOGY, INCLUDING NON-FUNGIBLE TOKENS, CRYPTOCURRENCIES, CONSENSUS ALGORITHMS, AND DECENTRALIZED OR PEER-TO

PEER NETWORKS AND SYSTEMS. USERS ACKNOWLEDGE AND AGREE THAT SUCH TECHNOLOGIES ARE EXPERIMENTAL, SPECULATIVE, AND INHERENTLY RISKY. USERS ACKNOWLEDGE AND AGREE THAT THE SHADOWBOX SMART CONTRACTS MAY BE SUBJECT TO BUGS, MALFUNCTIONS, TIMING ERRORS, HACKING AND THEFT, OR CHANGES TO THE PROTOCOL RULES OF THE ETHEREUM BLOCKCHAIN (I.E., “FORKS”), WHICH CAN ADVERSELY AFFECT THE SMART CONTRACTS AND MAY EXPOSE YOU TO A

RISK OF TOTAL LOSS, FORFEITURE OF YOUR DIGITAL CURRENCY OR SHADOWBOX ITEMS, OR LOST OPPORTUNITIES TO BUY OR SELL SHADOWBOX ITEMS. SHADOWBOX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH SMART CONTRACT OR RELATED FAILURES, RISKS, OR UNCERTAINTIES.

### USERS ASSUME THE RISK OF INTERACTING WITH ON SMART CONTRACTS

USERS HEREBY ACKNOWLEDGE AND ASSUME THE RISK OF INITIATING, INTERACTING WITH, PARTICIPATING IN MARKETPLACE OR AUCTION TRANSACTIONS AND TAKE FULL RESPONSIBILITY AND LIABILITY FOR THE OUTCOME OF ANY TRANSACTION THEY INITIATE, WHETHER OR NOT THE SMART CONTRACTS, THE SHADOWBOX SITE, OR OTHER MARKET PARTICIPANTS BEHAVE AS EXPECTED OR INTENDED. USERS HEREBY REPRESENT THAT THEY ARE KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED IN USING BLOCKCHAIN TECHNOLOGY, THE SHADOWBOX SITE, AND IN INITIATING ETHEREUM-BASED TRANSACTIONS.

### NO ATTACKING OR INTERFERING WITH THE SMART CONTRACTS

USERS ARE FORBIDDEN FROM ENGAGING IN ANY ATTACK, HACK, DENIAL-OF-SERVICE ATTACK, INTERFERENCE, OR EXPLOIT OF ANY SHADOWBOX SMART CONTRACT. OPERATIONS PERFORMED BY A USER THAT ARE TECHNICALLY PERMITTED BY A SHADOWBOX SMART CONTRACT MAY NEVERTHELESS BE A VIOLATION OF OUR TERMS OF SERVICE AND THE LAW.

### SHADOWBOX **MAKES NO REPRESENTATIONS OR WARRANTIES**

SHADOWBOX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, MADE BY OR ON BEHALF OF SHADOWBOX IN CONNECTION THEREWITH, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON INFRINGEMENT, FUNCTIONALITY, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WORKMANSHIP OR TECHNICAL QUALITY OF ANY SHADOWBOX ITEM OR WORK, SMART CONTRACT CODE, OR SOFTWARE.

### SHADOWBOX IS NOT LIABLE FOR THE OUTCOME OF ANY MARKETPLACE TRANSACTION

SHADOWBOX SHALL NOT BE LIABLE TO YOU FOR CONTRACT, TORT, OR ANY OTHER TYPES OF DAMAGES, INCLUDING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO PARTICIPATION IN OR THE OUTCOME OF A MARKETPLACE TRANSACTION, WHETHER OR NOT SHADOWBOX HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. SHADOWBOX’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN ALL CASES BE LIMITED TO, AND UNDER NO CIRCUMSTANCES SHALL EXCEED, THE AMOUNT OF PROCEEDS ACTUALLY RECEIVED BY SHADOWBOX ARISING OUT OF THE DAMAGE AFTER DEDUCTING ALL COSTS, FEES AND LIABILITIES INCURRED BY OR ON BEHALF OF SHADOWBOX.

### SHADOWBOX MAY MODIFY THESE TERMS AND THE SMART CONTRACTS

SHADOWBOX RESERVES, THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO AMEND, MODIFY, ALTER OR SUPPLEMENT THESE TERMS AND THE SMART CONTRACTS ACCESSIBLE THROUGH THE SHADOWBOX SITE FROM TIME TO TIME.

### THE MARKETPLACE SMART CONTRACTS ARE NOT CONTROLLED BY SHADOWBOX

ALL MARKETPLACE TRANSACTIONS ARE EXECUTED BY ONE OR MORE SMART CONTRACTS PROCESSED ON THE ETHEREUM VIRTUAL MACHINE AND NOT UNDER ANY DIRECT CONTROL BY SHADOWBOX OR ANY OTHER THIRD PARTY. THE USER ACKNOWLEDGES AND AGREES THAT SHADOWBOX IS NOT A PARTY TO ANY AGREEMENT OR TRANSACTION BETWEEN ANY USERS INVOLVING THE PURCHASE, OFFER, SALE, AUCTION, OR TRANSFER OF SHADOWBOX ITEMS, WHETHER OR NOT A COMMISSION OR FEE IS RECEIVED BY SHADOWBOX AS A CONSEQUENCE OF THE TRANSACTION. ITEMS LISTED FOR SALE ON THE SHADOWBOX MARKETPLACE ARE NOT OFFERED ON CONSIGNMENT OR HELD IN TRUST ON BEHALF OF ANY ARTIST, COLLECTOR, OWNER, OR USER. SHADOWBOX RESERVES THE RIGHT TO EXECUTE SMART CONTRACT TRANSACTIONS ON THE SHADOWBOX MARKETPLACE AS A COLLECTOR OF SHADOWBOX ITEMS.

## MARKETPLACE CONDUCT

THE SHADOWBOX MARKETPLACE IS A TRANSPARENT AND OPEN DIGITAL ART MARKETPLACE THAT DEPENDS ON THE HONEST PARTICIPATION OF ALL USERS.

### USERS ARE PROHIBITED FROM MANIPULATING MARKET PRICES

USERS ARE EXPRESSLY FORBIDDEN FROM ACCEPTING, SOLICITING, OFFERING, BIDDING, ENGAGING WITH THE SMART CONTRACTS, OR OTHERWISE TRANSACTING ON OR OFF OF THE SHADOWBOX PLATFORM WITH THE INTENT TO ARTIFICIALLY DEVALUE, INFLATE, OR OTHERWISE DECEPTIVELY INFLUENCE, MISREPRESENT, OR CAUSE TO BE MISREPRESENTED THE PRICE A SHADOWBOX ITEM, GROUPS OF SHADOWBOX ITEMS, OR SHADOWBOX ITEMS CREATED BY PARTICULAR ARTISTS.

### USERS ARE PROHIBITED FROM BIDDING ON, MAKING OFFERS ON, OR PURCHASING THEIR OWN WORKS

SHADOWBOX ARTISTS, OWNERS, AND COLLECTORS ARE EXPRESSLY FORBIDDEN FROM BIDDING, PURCHASING, OR MAKING OFFERS ON THEIR OWN LISTED OR OFFERED SHADOWBOX ITEMS, ESPECIALLY FOR THE PURPOSE OF ARTIFICIALLY INFLUENCING THE PRICE OF THE LISTED ITEM(S).

### USERS ARE PROHIBITED FROM ANTICOMPETITIVE CONDUCT

USERS ARE GENERALLY FORBIDDEN FROM ENGAGING ANY DECEPTIVE CONDUCT THAT MAY PREVENT COMPETITIVE OR FAIR BIDDING, ARTIFICIALLY INFLATE OR DEFLATE THE PRICE OF A WORK, SIMULATE DEMAND FOR A WORK (I.E, “WASH TRADING”), OR ANY OTHER ANTICOMPETITIVE BIDDING CONDUCT SUCH AS BUT NOT LIMITED TO “PUFFING,” “CHILL BIDDING,” “SHILL BIDDING,” “SHAM BIDDING,” OR “SOCK PUPPET BIDDING.”

### USERS ARE PROHIBITED FROM USING THE MARKETPLACE TO CONCEAL ECONOMIC ACTIVITY

USERS ARE EXPRESSLY FORBIDDEN FROM SELLING WORKS, LISTING ITEMS FOR AUCTION, MAKING BIDS DURING AN AUCTION, PURCHASING A WORK, OR ENGAGING IN ANY OTHER MARKETPLACE TRANSACTION FOR THE PURPOSE OF CONCEALING ECONOMIC ACTIVITY, LAUNDERING MONEY, OR FINANCING TERRORISM. FOR EXAMPLE, AND WITHOUT LIMITATION, USERS ARE FORBIDDEN FROM USING THE PLATFORM AND ANY SMART CONTRACT TO CONCEAL OR TRANSFER PROCEEDS OR ASSETS RELATING TO CRIMINAL ACTIVITY OR TO PAY FOR A ITEM FOR ANY OTHER REASON THAN TO OBTAIN THE ITEM. ALL USERS EXPRESSLY REPRESENT AND WARRANT BY PERFORMING TRANSACTION INVOLVING THE SHADOWBOX SITE OR SMART CONTRACTS THAT THEIR ACTIONS ARE LEGAL UNDER UNITED STATES LAW AND THE JURISDICTION FROM WHICH THEY INITIATE THE TRANSACTION.

### USERS AGREE TO REPORT SUSPICIOUS MARKET ACTIVITY

USERS AGREE TO REPORT SUSPICIOUS MARKET ACTIVITY OF OTHER SHADOWBOX USERS. IF A USER SUSPECTS THAT ONE OR MORE SHADOWBOX USERS ARE IN VIOLATION OF THESE TERMS, THE USER SHOULD PROMPTLY INFORM THE SHADOWBOX TEAM AT [[email protected]](MAILTO:[email protected]).

### VIOLATION OF THE MARKETPLACE CODE OF CONDUCT MAY RESULT IN SHADOWBOX INTERVENTION

THE USER HEREBY AGREES AND ACKNOWLEDGES THAT ANY FORBIDDEN MARKETPLACE CONDUCT DESCRIBED HEREIN AND IN THE MAY BE A VIOLATION OF FEDERAL OR STATE LAW AND/OR THESE TERMS. SHADOWBOX HEREBY RESERVES THE RIGHT TO COMPLETELY OR PARTIALLY RESTRICT OR REVOKE A USER’S ACCESS TO THE SITE FOR VIOLATING THESE TERMS. SHADOWBOX RESERVES THE RIGHT TO AMEND, RECTIFY, EDIT, OR OTHERWISE ALTER SHADOWBOX MARKET TRANSACTION DATA TO MITIGATE MARKET HARM CAUSED BY A USER’S VIOLATION OF THESE TERMS.

### USER RELEASES SHADOWBOX FROM CLAIMS ARISING FROM OTHER USERS’ VIOLATIONS OF THESE TERMS

THE USER IRREVOCABLY RELEASES, ACQUITS, AND FOREVER DISCHARGES SHADOWBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND SUCCESSORS FOR AND AGAINST ANY AND ALL PAST OR FUTURE CAUSES OF ACTION, SUITS, OR CONTROVERSIES ARISING OUT OF ANOTHER USER’S VIOLATION OF THE THESE TERMS.

## OWNERSHIP

ALL WORKS MINTED ON THE PLATFORM ARE SUBJECT TO THE SHADOWBOX LICENSE, THE TERMS OF WHICH ARE DESCRIBED BELOW. ALL USERS WHO RECEIVE A SHADOWBOX ITEM ACKNOWLEDGE AND AGREE TO ACCEPT OR PURCHASE THE ITEM SUBJECT TO THE CONDITIONS OF THE LICENSE.

### OWNERSHIP OF A SHADOWBOX ITEM

OWNING A SHADOWBOX ITEM IS SIMILAR TO OWNING A PIECE OF PHYSICAL ART. YOU OWN A CRYPTOGRAPHIC TOKEN REPRESENTING THE ARTIST’S CREATIVE WORK AS A PIECE OF PROPERTY, BUT YOU DO NOT OWN THE CREATIVE WORK ITSELF. COLLECTORS MAY SHOW OFF THEIR OWNERSHIP OF COLLECTED SHADOWBOX ITEMS BY DISPLAYING AND SHARING THE UNDERLYING ARTWORK, BUT COLLECTORS DO NOT HAVE ANY LEGAL OWNERSHIP, RIGHT, OR TITLE TO ANY COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS TO THE UNDERLYING ARTWORK, EXCEPTING THE LIMITED LICENSE GRANTED BY THESE TERMS TO UNDERLYING ARTWORK. THE ARTIST RESERVES ALL EXCLUSIVE COPYRIGHTS TO ARTWORKS UNDERLYING SHADOWBOX ITEMS MINTED BY THE ARTIST ON THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE RIGHT TO REPRODUCE, TO PREPARE DERIVATIVE WORKS, TO DISPLAY, TO PERFORM, AND TO DISTRIBUTE THE ARTWORKS.

### THE COLLECTOR’S LIMITED LICENSE TO A MINTED ARTWORK

OWNING A SHADOWBOX ITEM IS ALSO *DIFFERENT* THAN OWNING A PIECE OF PHYSICAL ART. ART ON THE SHADOWBOX PLATFORM IS DIGITAL, MEANING THAT IT IS INHERENTLY EASIER TO SHARE, DISPLAY, REPLICATE, AND DISTRIBUTE AROUND CYBERSPACE. OUR [COMMUNITY GUIDELINES](HTTPS://WWW.NOTION.SO/

SHADOWBOX-COMMUNITY-GUIDELINES-B9C4FC521F4344A39CAC7BD13D44A56F) ENCOURAGE COLLECTORS TO SHOW OFF, PROMOTE, AND SHARE THEIR COLLECTED ITEMS, BUT THE COLLECTORS MAY NOT INFRINGE ON ANY OF THE EXCLUSIVE RIGHTS OF THE COPYRIGHT HOLDER (I.E., THE ARTIST). BY MINTING ITEMS ON THE PLATFORM, ARTIST AFFIRMATIVELY GRANTS A LIMITED, WORLDWIDE, NON-ASSIGNABLE, NON

SUBLICENSABLE, ROYALTY-FREE LICENSE TO DISPLAY THE ARTWORK UNDERLYING SHADOWBOX ITEMS LEGALLY OWNED AND PROPERLY OBTAINED BY THE COLLECTOR.

### COLLECTORS MAY DISPLAY THE ARTWORK

THE COLLECTOR’S LIMITED LICENSE TO DISPLAY THE WORK, OR PERFORM THE WORK IN THE CASE OF AUDIOVISUAL WORKS, INCLUDES, BUT IS NOT LIMITED TO, THE RIGHT TO DISPLAY OR PERFORM THE WORK PRIVATELY OR PUBLICLY: (I) FOR THE PURPOSE OF PROMOTING OR SHARING THE COLLECTOR’S PURCHASE, OWNERSHIP, OR INTEREST IN THE WORK, FOR EXAMPLE, ON SOCIAL MEDIA PLATFORMS, BLOGS, DIGITAL GALLERIES, OR OTHER INTERNET-BASED MEDIA PLATFORMS; (II) FOR THE PURPOSE OF SHARING, PROMOTING, DISCUSSING, OR COMMENTING ON THE WORK; (III) ON THIRD PARTY MARKETPLACES, EXCHANGES, PLATFORMS, OR APPLICATIONS IN ASSOCIATION WITH AN OFFER TO SELL, OR TRADE, THE TOKEN ASSOCIATED WITH WORK; AND (IV) WITHIN DECENTRALIZED VIRTUAL ENVIRONMENTS, VIRTUAL WORLDS, VIRTUAL GALLERIES, VIRTUAL MUSEUMS, OR OTHER NAVIGABLE AND PERCEIVABLE VIRTUAL ENVIRONMENTS, INCLUDING SIMULTANEOUS DISPLAY OF MULTIPLE COPIES OF THE WORK WITHIN ONE OR MORE VIRTUAL ENVIRONMENTS.

### COLLECTORS SHALL NOT MAKE COMMERCIAL USE OF ARTWORK

COLLECTORS HAVE THE RIGHT TO SELL, TRADE, TRANSFER, OR USE THEIR SHADOWBOX ITEMS, BUT COLLECTORS MAY NOT MAKE “COMMERCIAL USE” OF THE UNDERLYING WORK INCLUDING, FOR EXAMPLE, BY SELLING COPIES OF WORK, SELLING ACCESS TO

THE WORK, SELLING DERIVATIVE WORKS EMBODYING THE WORK, OR OTHERWISE COMMERCIALLY EXPLOITING THE WORK.

### OTHER RESTRICTIONS ON THE COLLECTOR’S LIMITED LICENSE

THE COLLECTOR AGREES THAT IT MAY NOT, NOR PERMIT ANY THIRD PARTY, TO DO OR ATTEMPT TO DO ANY OF THE FOREGOING WITHOUT THE ARTIST’S EXPRESS PRIOR WRITTEN CONSENT IN EACH CASE: (I) MODIFY, DISTORT, MUTILATE, OR PERFORM ANY OTHER MODIFICATION TO THE WORK WHICH WOULD BE PREJUDICIAL TO THE ARTIST’S HONOR OR REPUTATION; (II) USE THE WORK TO ADVERTISE, MARKET, OR SELL ANY THIRD PARTY PRODUCT OR SERVICE; (III) USE THE WORK 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) INCORPORATE THE WORK IN MOVIES, VIDEOS, VIDEO GAMES, OR ANY OTHER FORMS OF MEDIA FOR A COMMERCIAL PURPOSE, EXCEPT TO THE LIMITED EXTENT THAT SUCH USE IS EXPRESSLY PERMITTED BY THESE TERMS OR SOLELY FOR YOUR COLLECTOR’S PERSONAL, NON-COMMERCIAL USE; (V) SELL, DISTRIBUTE FOR COMMERCIAL GAIN, OR OTHERWISE COMMERCIALIZE MERCHANDISE THAT INCLUDES, CONTAINS, OR CONSISTS OF THE WORK; (VI) ATTEMPT TO TRADEMARK, COPYRIGHT, OR OTHERWISE ACQUIRE ADDITIONAL INTELLECTUAL PROPERTY RIGHTS IN OR TO THE WORK; (VII) ATTEMPT TO MINT, TOKENIZE, OR CREATE AN ADDITIONAL CRYPTOGRAPHIC TOKEN REPRESENTING THE SAME WORK, WHETHER ON OR OFF OF THE SHADOWBOX PLATFORM; (VIII) FALSIFY, MISREPRESENT, OR CONCEAL THE AUTHORSHIP OF THE WORK OR THE SHADOWBOX ITEM; OR (IX) OTHERWISE UTILIZE THE WORK FOR THE COLLECTOR’S OR ANY THIRD PARTY’S COMMERCIAL BENEFIT.

### THE LIMITED LICENSE BELONGS ONLY TO THE CURRENT OWNER OF A SHADOWBOX ITEM

THE USER AGREES AND ACKNOWLEDGES THAT THE LAWFUL OWNERSHIP, POSSESSION, AND TITLE TO A SHADOWBOX ITEM IS A NECESSARY AND SUFFICIENT CONDITION PRECEDENT TO RECEIVE THE LIMITED LICENSE RIGHTS TO THE UNDERLYING WORK PROVIDED BY THESE TERMS. ANY SUBSEQUENT TRANSFER, DISPOSSESSION, BURNING, OR OTHER RELINQUISHMENT OF A SHADOWBOX ITEM WILL IMMEDIATELY TERMINATE THE FORMER OWNER’S RIGHTS AND INTEREST IN THE LICENSE OR SHADOWBOX ITEM AS PROVIDED BY THESE TERMS.

### THE ARTIST’S RIGHTS AND RESTRICTIONS

THE ARTIST OWNS ALL LEGAL RIGHT, TITLE, AND INTEREST IN ALL INTELLECTUAL PROPERTY RIGHTS TO CREATIVE WORKS UNDERLYING SHADOWBOX ITEMS MINTED BY THE ARTIST ON THE PLATFORM, INCLUDING BUT NOT LIMITED TO COPYRIGHTS AND TRADEMARKS. AS THE COPYRIGHT OWNER, THE ARTIST ENJOYS SEVERAL EXCLUSIVE RIGHTS TO THE WORK, INCLUDING THE RIGHT TO REPRODUCE, THE RIGHT TO PREPARE DERIVATIVE WORKS, THE RIGHT TO DISTRIBUTE, AND THE RIGHT TO DISPLAY OR PERFORM THE ART. SUBJECT TO, AND IN ACCORDANCE WITH THESE TERMS, THE ARTIST HEREBY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT MINTING A WORK ON THE PLATFORM CONSTITUTES AN EXPRESS AND AFFIRMATIVE GRANT OF THE

LIMITED LICENSE RIGHTS TO THE WORK TO ALL SUBSEQUENT OWNERS OF THE SHADOWBOX ITEM, AS PROVIDED HEREIN.

### ARTIST AGREES NOT TO MINT MULTIPLE TOKENS FOR THE SAME ARTWORK

SHADOWBOX ITEMS ARE *UNIQUE*, MEANING THAT THERE SHOULD ONLY EVER BE ONE DIGITAL TOKEN FOR A GIVEN WORK OF ART. ARTIST HEREBY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT MINTING A WORK ON THE PLATFORM CONSTITUTES AN EXPRESS REPRESENTATION, WARRANTY, AND COVENANT THAT THE ARTIST HAS NOT, WILL NOT, AND WILL NOT CAUSE ANOTHER TO MINT, TOKENIZE, OR CREATE ANOTHER CRYPTOGRAPHIC TOKEN REPRESENTING A DIGITAL COLLECTIBLE FOR THE SAME WORK, EXCEPTING, WITHOUT LIMITATION, THE ARTIST’S ABILITY TO MINT, TOKENIZE, OR CREATE A CRYPTOGRAPHIC TOKEN OR OTHER DIGITAL ASSET REPRESENTING A LEGAL, ECONOMIC, OR OTHER INTEREST RELATING TO ANY OF THE EXCLUSIVE RIGHTS BELONGING TO THE ARTIST UNDER COPYRIGHT LAW.

### ARTIST GRANTS SHADOWBOX A LICENSE TO ALL MINTED WORKS

THE ARTIST HEREBY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT MINTING A WORK ON THE PLATFORM CONSTITUTES AN EXPRESS AND AFFIRMATIVE GRANT TO SHADOWBOX, ITS AFFILIATES AND SUCCESSORS A NON-EXCLUSIVE, WORLD-WIDE, ASSIGNABLE, SUBLICENSABLE, PERPETUAL, AND ROYALTY-FREE LICENSE TO MAKE COPIES OF, DISPLAY, PERFORM, REPRODUCE, AND DISTRIBUTE THE WORK ON ANY MEDIA WHETHER NOW KNOWN OR LATER DISCOVERED FOR THE BROAD PURPOSE OF OPERATING, PROMOTING, SHARING, DEVELOPING, MARKETING, AND ADVERTISING THE PLATFORM, THE SITE, THE MARKETPLACE, OR ANY OTHER PURPOSE RELATED TO THE SHADOWBOX PLATFORM OR BUSINESS, INCLUDING WITHOUT LIMITATION, THE EXPRESS RIGHT TO: (I) DISPLAY OR PERFORM THE WORK ON THE SITE, A THIRD PARTY PLATFORM, SOCIAL MEDIA POSTS, BLOGS, EDITORIALS, ADVERTISING, MARKET REPORTS, VIRTUAL GALLERIES, MUSEUMS, VIRTUAL ENVIRONMENTS, EDITORIALS, OR TO THE PUBLIC; (II) CREATE AND DISTRIBUTE DIGITAL OR PHYSICAL DERIVATIVE WORKS BASED ON THE WORK, INCLUDING WITHOUT LIMITATION, COMPILATIONS, COLLECTIVE WORKS, AND ANTHOLOGIES; (III) INDEXING THE WORK IN ELECTRONIC DATABASES, INDEXES, CATALOGUES, THE SMART CONTRACTS, OR LEDGERS; AND (IV) HOSTING, STORING, DISTRIBUTING, AND REPRODUCING ONE OR MORE COPIES OF THE WORK WITHIN A DISTRIBUTED FILE KEEPING SYSTEM, NODE CLUSTER, OR OTHER DATABASE (E.G., IPFS) OR CAUSING, DIRECTING, OR SOLICITING OTHERS TO DO SO.

### USER RELEASES SHADOWBOX FROM COPYRIGHT CLAIMS

THE ARTIST AND ALL USERS IRREVOCABLY RELEASE, ACQUIT, AND FOREVER DISCHARGE SHADOWBOX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND SUCCESSORS OF ANY LIABILITY FOR DIRECT OR INDIRECT COPYRIGHT OR TRADEMARK INFRINGEMENT FOR SHADOWBOX’S USE OF A WORK IN ACCORDANCE WITH THESE TERMS, INCLUDING WITHOUT LIMITATION, SHADOWBOX’S SOLICITATION, ENCOURAGEMENT, OR REQUEST FOR USERS OR THIRD PARTIES TO HOST THE WORK FOR THE PURPOSE OF OPERATING A DISTRIBUTED DATABASE AND SHADOWBOX’S DEPLOYMENT OR DISTRIBUTION OF A REWARD, A TOKEN, OR OTHER DIGITAL ASSET TO USERS OR THIRD PARTIES FOR HOSTING WORKS ON A DISTRIBUTED DATABASE.

## COPYRIGHT INFRINGEMENT COMPLAINTS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT

SHADOWBOX RESPECTS THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. IT IS OUR POLICY TO RESPOND PROMPTLY ANY CLAIM THAT CONTENT POSTED ON THE SITE INFRINGES THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SHADOWBOX WILL USE REASONABLE EFFORTS TO INVESTIGATE NOTICES OF ALLEGED INFRINGEMENT AND WILL TAKE APPROPRIATE ACTION UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) AND THESE TERMS, INCLUDING REMOVING OR DISABLING ACCESS TO CONTENT CLAIMED TO BE INFRINGING AND/OR TERMINATING ACCOUNTS AND ACCESS TO THE SITE.

THE DMCA PROVIDES A PROCESS FOR A COPYRIGHT OWNER TO GIVE NOTIFICATION TO AN ONLINE SERVICE PROVIDER CONCERNING ALLEGED COPYRIGHT INFRINGEMENT. WHEN AN EFFECTIVE DMCA NOTIFICATION IS RECEIVED, THE ONLINE SERVICE PROVIDER RESPONDS UNDER THIS PROCESS BY TAKING DOWN THE OFFENDING CONTENT. ON TAKING DOWN CONTENT UNDER THE DMCA, WE WILL TAKE REASONABLE STEPS TO CONTACT THE ARTIST RESPONSIBLE FOR MINTING THE REMOVED CONTENT SO THAT A COUNTERNOTIFICATION MAY BE FILED IF APPLICABLE. ON RECEIVING A VALID COUNTERNOTIFICATION, WE GENERALLY RESTORE THE CONTENT IN QUESTION, UNLESS WE RECEIVE NOTICE FROM THE DMCA NOTICE PROVIDER THAT A LEGAL ACTION HAS BEEN FILED SEEKING A COURT ORDER TO RESTRAIN THE ALLEGED INFRINGER FROM ENGAGING IN THE INFRINGING ACTIVITY. OUR PRIVACY POLICY DOES NOT PROTECT ANY INFORMATION CONTAINED IN ANY DMCA TAKE-DOWN NOTICE OR COUNTERNOTIFICATION. IF YOU HAVE ANY QUESTIONS ABOUT YOUR RIGHTS, COPYRIGHT INFRINGEMENT, OR THE NOTIFICATION AND COUNTER NOTIFICATION PROCESS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (THE “DMCA”), WE RECOMMEND THAT YOU SPEAK WITH AN ATTORNEY.

### FILING A DMCA “TAKE DOWN” NOTIFICATION

IF YOU ARE A COPYRIGHT OWNER OR AN AGENT THEREOF AND BELIEVE THAT ANY CONTENT ON THE SHADOWBOX SITE INFRINGES UPON YOUR COPYRIGHTS, YOU MAY SUBMIT A NOTIFICATION PURSUANT TO THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) BY PROVIDING OUR DESIGNATED DMCA AGENT WITH THE FOLLOWING INFORMATION IN WRITING (SEE 17 U.S.C. § 512 FOR FURTHER DETAIL):

A PHYSICAL OR ELECTRONIC SIGNATURE OF A PERSON AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED. 2. IDENTIFICATION OF THE COPYRIGHTED WORK CLAIMED TO HAVE BEEN INFRINGED, OR, IF MULTIPLE COPYRIGHTED WORKS, A REPRESENTATIVE LIST OF SUCH WORKS AT THAT SITE.
IDENTIFICATION OF THE MATERIAL THAT IS CLAIMED TO BE INFRINGING OR TO BE THE SUBJECT OF INFRINGING ACTIVITY AND THAT IS TO BE REMOVED OR ACCESS TO WHICH IS TO BE DISABLED, AND INFORMATION REASONABLY SUFFICIENT TO PERMIT US TO LOCATE THE MATERIAL. ****PROVIDING URLS IN THE BODY OF YOUR DMCA NOTIFICATION IS THE BEST WAY TO HELP US LOCATE CONTENT QUICKLY***
INFORMATION REASONABLY SUFFICIENT TO PERMIT US TO CONTACT YOU (THE COMPLAINING PARTY), SUCH AS AN ADDRESS, TELEPHONE NUMBER, AND AN ELECTRONIC MAIL ADDRESS AT WHICH YOU (THE COMPLAINING PARTY) MAY BE CONTACTED.
A STATEMENT THAT YOU (THE COMPLAINING PARTY) HAVE A GOOD FAITH BELIEF THAT USE OF THE MATERIAL IN THE MANNER COMPLAINED OF IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.
A STATEMENT THAT THE INFORMATION IN THE NOTIFICATION IS ACCURATE, AND UNDER PENALTY OF PERJURY, THAT YOU (THE COMPLAINING PARTY) ARE AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED.
**(OPTIONAL) PROVIDE INFORMATION, IF POSSIBLE, SUFFICIENT TO PERMIT US TO NOTIFY THE USER(S) WHO POSTED THE CONTENT THAT ALLEGEDLY CONTAINS INFRINGING MATERIAL.

**ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT CONTENT OR AN ACTIVITY IS INFRINGING OR THAT ANY MATERIAL OR ACTIVITY WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION, SHALL BE LIABLE TO US AND POSSIBLY OTHERS FOR ANY DAMAGES, INCLUDING COSTS AND ATTORNEYS’ FEES INCURRED BY US IN REMOVING OR DISABLING ACCESS TO THE MATERIAL OR ACTIVITY CLAIMED TO BE INFRINGING OR IN REPLACING THE REMOVED MATERIAL OR ENABLING ACCESS TO IT.**

### RESPONDING TO AN DMCA NOTICE WITH A COUNTER NOTIFICATION

WE WILL TAKE REASONABLE STEPS TO PROMPTLY INFORM YOU IF YOUR CONTENT HAS BEEN TAKEN DOWN UPON RECEIPT OF AN EFFECTIVE DMCA INFRINGEMENT TAKE DOWN NOTIFICATION. IF YOU BELIEVE THAT THE CONTENT THAT WAS REMOVED OR TO WHICH ACCESS WAS DISABLED IS NOT INFRINGING, OR THAT YOU HAVE THE AUTHORIZATION FROM THE COPYRIGHT OWNER, THE COPYRIGHT OWNER’S AGENT, OR PURSUANT TO THE LAW, TO MINT AND USE THE MATERIAL, YOU MAY SEND A COUNTER NOTIFICATION CONTAINING THE FOLLOWING INFORMATION TO OUR DESIGNATED AGENT.

YOUR PHYSICAL OR ELECTRONIC SIGNATURE;
IDENTIFICATION OF THE MATERIAL THAT HAS BEEN REMOVED OR TO WHICH ACCESS HAS BEEN DISABLED AND THE LOCATION AT WHICH THE MATERIAL APPEARED BEFORE IT WAS REMOVED OR DISABLED;
A STATEMENT THAT YOU HAVE A GOOD FAITH BELIEF THAT THE MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR A MISIDENTIFICATION OF THE MATERIAL; AND
YOUR NAME, ADDRESS, TELEPHONE NUMBER, AND E-MAIL ADDRESS, A STATEMENT THAT YOU CONSENT TO THE JURISDICTION OF THE U.S. DISTRICT COURT IN THE STATE IN WHICH YOU RESIDE (OR THE U.S. DISTRICT COURT WHERE OUR HEADQUARTERS ARE LOCATED IF YOUR ADDRESS IS OUTSIDE OF THE UNITED STATES), AND A STATEMENT THAT YOU WILL ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO PROVIDED NOTIFICATION OF THE ALLEGED INFRINGEMENT TO US.

YOU HAVE TEN (10) BUSINESS DAYS AFTER RECEIPT OF A DMCA TAKE-DOWN NOTICE TO SEND US AN EFFECTIVE COUNTER NOTIFICATION OR THE ALLEGEDLY INFRINGING MATERIAL MAY NOT BE RESTORED.

**ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR AN ACTIVITY IS INFRINGING OR THAT ANY MATERIAL OR ACTIVITY WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION, SHALL BE LIABLE TO US FOR ANY DAMAGES, INCLUDING COSTS AND ATTORNEYS’ FEES INCURRED BY US IN REMOVING OR DISABLING ACCESS TO THE MATERIAL OR ACTIVITY CLAIMED TO BE INFRINGING OR IN REPLACING THE REMOVED MATERIAL OR ENABLING ACCESS TO IT.**

### CONTACTING SHADOWBOX’S DESIGNATED AGENT

YOU MUST SUBMIT YOUR DMCA TAKE-DOWN NOTICES AND COUNTERNOTIFICATIONS TO OUR DESIGNATED DMCA AGENT BY EMAIL. PLEASE REACH OUT TO [[email protected]](MAILTO:[email protected]) IF YOU HAVE ANY INQUIRES RELATED TO THE DMCA.

**DESIGNATED DMCA AGENT**: EMILIO CAZARES

**SUBJECT/HEADING OF EMAIL**: SHADOWBOX DMCA TAKE DOWN NOTIFICATION **EMAIL TO**: [email protected]

**CC**: [email protected]

**ADDRESS:** 500 FESLER ST. SUITE 103

EL CAJON, CA 92020

**PHONE**: (858) 480-1343

### SHADOWBOX HAS THE RIGHT TO REMOVE ALLEGEDLY INFRINGING CONTENT

SHADOWBOX RESERVES THE RIGHT TO REMOVE ANY CONTENT THAT ALLEGEDLY INFRINGES ANOTHER PERSON’S COPYRIGHT OR TRADEMARK RIGHTS, THEREBY RESTRICTING ACCESS TO OR VISIBILITY OF THE WORK ON THE SITE AND RESTRICTING THE OWNER’S ABILITY TO SELL, ACCESS, OR VIEW THE WORK ON THE MARKETPLACE. ALL TRANSACTIONS INVOLVING SHADOWBOX ITEMS ARE CONDUCTED WITH THE KNOWLEDGE AND ASSUMPTION OF THE RISK THAT THE ITEM MAY SUBSEQUENTLY BE REMOVED FROM THE SHADOWBOX SITE AND MARKETPLACE AS A CONSEQUENCE OF A DMCA DISPUTE OR A USER’S VIOLATION OF THESE TERMS. SHADOWBOX SHALL NOT BE LIABLE TO A COLLECTOR OR ARTIST OF AN ITEM THAT WAS SUBSEQUENTLY TAKEN DOWN BY SHADOWBOX PURSUANT TO A VALID DMCA TAKE-DOWN NOTICE OR A DETERMINATION OF A USER’S VIOLATION OF THESE TERMS.

### SHADOWBOX HAS THE RIGHT TO TERMINATE REPEAT INFRINGERS’ ACCOUNTS

SHADOWBOX IMPLEMENTS A STRICT “REPEAT INFRINGER” POLICY, WHICH REQUIRES IT TO TERMINATE A USER’S ACCESS TO THE SITE AND SMART CONTRACTS, INCLUDING RESTRICTING MINTING PRIVILEGES AND TERMINATING A USER’S ACCOUNT IF, UNDER APPROPRIATE CIRCUMSTANCES, THE USER IS DETERMINED TO BE A REPEAT INFRINGER.

SHADOWBOX ALSO RESERVES THE RIGHT TO RESTRICT AN ARTIST’S ACCOUNT FOR REASONS OTHER THAN COPYRIGHT INFRINGEMENT, SUCH AS, BUT NOT LIMITED TO, MINTING PORNOGRAPHIC, OBSCENE, OR HATEFUL CONTENT, OR EXCESSIVE OR SUSPICIOUS MINTING CONDUCT. WE MAY AT ANY TIME, WITHOUT PRIOR NOTICE AND IN OUR SOLE DISCRETION, REMOVE SUCH MATERIAL AND/OR TERMINATE A USER’S ACCOUNT FOR SUBMITTING SUCH MATERIAL IN VIOLATION OF OUR TERMS OF SERVICE.

### INFRINGERS MAY BE LIABLE TO COLLECTORS AND SHADOWBOX

ARTISTS EXPRESSLY AGREE TO REFUND TO THE COLLECTOR AND/OR SHADOWBOX THE ENTIRE PORTION OF ETHER (ETH) RECEIVED FROM THE SALE OF A SHADOWBOX ITEM THAT WAS SUBSEQUENTLY REMOVED FROM THE SITE PURSUANT TO AN EFFECTIVE DMCA REQUEST TO WHICH THE ARTIST FAILED TO TIMELY SUBMIT AN EFFECTIVE DMCA COUNTERNOTIFICATION. SHADOWBOX, UNDER ANY CIRCUMSTANCE, WILL NOT BE HELD LIABLE TO ANY COLLECTOR OR USER FOR REMOVING ALLEGEDLY INFRINGING WORKS FROM THE PLATFORM OR OTHERWISE FULFILLING ITS LEGAL OBLIGATIONS UNDER THE DMCA.

### USER AGREE TO COOPERATE WITH SHADOWBOX

ARTIST, COLLECTORS, AND ALL USERS EXPRESSLY AGREE TO COOPERATE AND TIMELY RESPOND TO SHADOWBOX’S INVESTIGATIONS, REQUESTS, AND INQUIRIES RELATED TO DMCA DISPUTES OR ALLEGATIONS OF INFRINGEMENT. USERS AGREE TO INITIATE A “BURN” TRANSACTION UPON SHADOWBOX’S REQUEST FOR WORKS THAT HAVE BEEN PERMANENTLY REMOVED FROM THE SHADOWBOX MARKETPLACE PURSUANT TO A VALID DMCA TAKE-DOWN NOTICE, OR THAT ARE OTHERWISE ALLEGED TO BE INFRINGING.

## DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHADOWBOX AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

### SHADOWBOX MAKES NO REPRESENTATIONS OR WARRANTIES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHADOWBOX AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF SHADOWBOX ITEMS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. SHADOWBOX AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR

OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.

TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

### LIMITATION ON LIABILITY

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST TWELVE (12) MONTHS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND LIMITATIONS OF LIABILITY PROVIDED IN THIS SECTION. IF YOU ARE IN SUCH A JURISDICTION, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED BY APPLICABLE LAW.

## ASSUMPTION OF THE RISK

### USER ACKNOWLEDGES THE RISK OF CRYPTOCURRENCY AND SMART CONTRACTS

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK 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; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.

### SHADOWBOX IS NOT RESPONSIBLE FOR TECHNICAL ERRORS ON THE ETHEREUM BLOCKCHAIN

SHADOWBOX IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

UPGRADES BY ETHEREUM TO THE ETHEREUM PLATFORM, A HARD FORK IN THE ETHEREUM PLATFORM, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE ETHEREUM PLATFORM MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING THE ERC-20 OR ERC-721 STANDARDS, INCLUDING THE SHADOWBOX ECOSYSTEM.

### THE USER ACKNOWLEDGES THE RISKS OF THE PLATFORM

YOU ACKNOWLEDGE THAT THE PLATFORM IS SUBJECT TO FLAWS AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ANY CODE PROVIDED BY THE PLATFORM. THIS WARNING AND OTHERS PROVIDED IN THIS AGREEMENT BY SHADOWBOX IN NO WAY EVIDENCE OR REPRESENT AN ONGOING DUTY TO ALERT YOU TO ALL OF THE POTENTIAL RISKS OF UTILIZING OR ACCESSING THE PLATFORM. THE PLATFORM MAY EXPERIENCE SOPHISTICATED CYBER-ATTACKS, UNEXPECTED SURGES IN ACTIVITY OR OTHER OPERATIONAL OR TECHNICAL DIFFICULTIES THAT MAY CAUSE INTERRUPTIONS TO OR DELAYS ON THE PLATFORM. YOU AGREE TO ACCEPT THE RISK OF THE PLATFORM FAILURE RESULTING FROM UNANTICIPATED OR HEIGHTENED TECHNICAL DIFFICULTIES, INCLUDING THOSE RESULTING FROM SOPHISTICATED ATTACKS, AND YOU AGREE NOT TO HOLD US ACCOUNTABLE FOR ANY RELATED LOSSES. WE WILL NOT BEAR ANY LIABILITY, WHATSOEVER, FOR ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY VIRUSES THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING OR OTHER ATTACK.

### SHADOWBOX DOES NOT GUARANTEE THE VALUE OR TITLE OF SHADOWBOX ITEMS

THE PRICES OF BLOCKCHAIN ASSETS ARE EXTREMELY VOLATILE. FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF YOUR SHADOWBOX ITEMS, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE VOLATILITY. A LACK OF USE OR PUBLIC INTEREST IN THE CREATION AND DEVELOPMENT OF DISTRIBUTED ECOSYSTEMS COULD NEGATIVELY IMPACT THE DEVELOPMENT OF THE SHADOWBOX ECOSYSTEM, AND THEREFORE THE POTENTIAL UTILITY OR VALUE OF SHADOWBOX ITEMS. THE PLATFORM, ETH AND DIGITAL ASSETS COULD BE IMPACTED BY ONE OR MORE REGULATORY INQUIRIES REGULATORY ACTIONS, OR LEGISLATIVE POLICIES WHICH COULD IMPEDE OR LIMIT THE ABILITY OF SHADOWBOX TO CONTINUE TO DEVELOP THE SHADOWBOX PLATFORM, OR WHICH COULD IMPEDE OR LIMIT YOUR ABILITY TO ACCESS OR USE THE PLATFORM OR ETHEREUM BLOCKCHAIN. SHADOWBOX ITEMS MAY BE ENCUMBERED BY ACTUAL OR POSSIBLE COPYRIGHT OR TRADEMARK CLAIMS AGAINST THE ITEM.

### USER ACKNOWLEDGES FINANCIAL RISK OF DIGITAL ASSETS

USE OF THE PLATFORM, INCLUDING THE CREATING, BUYING OR SELLING TRADING DIGITAL ASSETS, MAY CARRY FINANCIAL RISK. DIGITAL ASSETS ARE, BY THEIR NATURE, HIGHLY EXPERIMENTAL, RISKY, VOLATILE AND TRANSACTIONS CARRIED THROUGH THE PLATFORM ARE IRREVERSIBLE, FINAL AND THERE ARE NO REFUNDS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL ACCESS AND USE THE PLATFORM AT YOUR OWN RISK. THE RISK OF LOSS IN TRADING DIGITAL ASSETS CAN BE SUBSTANTIAL. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH CREATING, BUYING OR SELLING DIGITAL ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. BY USING THE PLATFORM, YOU REPRESENT THAT YOU HAVE BEEN, ARE AND WILL BE SOLELY RESPONSIBLE FOR MAKING YOUR OWN INDEPENDENT APPRAISAL AND INVESTIGATIONS INTO THE RISKS OF A GIVEN TRANSACTION AND THE UNDERLYING DIGITAL ASSETS. YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, MARKET SOPHISTICATION, PROFESSIONAL ADVICE AND EXPERIENCE TO MAKE YOUR OWN EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION CONDUCTED VIA THE PLATFORM OR ANY UNDERLYING DIGITAL ASSET. YOU ACCEPT ALL CONSEQUENCES OF USING THE PLATFORM, INCLUDING THE RISK THAT YOU MAY LOSE ACCESS TO YOUR DIGITAL ASSETS INDEFINITELY. ALL TRANSACTION DECISIONS ARE MADE SOLELY BY YOU. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, WE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH USE OF THE PLATFORM FOR PERFORMING DIGITAL ASSET TRANSACTIONS. UNDER NO CIRCUMSTANCES WILL THE OPERATION OF ALL OR ANY PORTION OF THE PLATFORM BE DEEMED TO CREATE A RELATIONSHIP THAT INCLUDES THE PROVISION OR TENDERING OF INVESTMENT ADVICE.

## ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS, INCLUDING CLASS ACTIONS

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR SHADOWBOX WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

### YOU AGREE TO WAIVE A JURY TRIAL

YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. ALL CONTROVERSIES, CLAIMS, COUNTERCLAIMS, OR OTHER DISPUTES ARISING BETWEEN YOU AND SHADOWBOX RELATING TO THESE TERMS, OUR SITE, SHADOWBOX ITEM, OR ANY ORDERS SHALL BE SUBMITTED FOR BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“*AAA RULES*”). THE ARBITRATION WILL BE HEARD AND DETERMINED BY A SINGLE ARBITRATOR. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING UPON THE PARTIES AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES AGREE THAT THE ARBITRATION WILL BE KEPT CONFIDENTIAL AND THAT THE EXISTENCE OF THE PROCEEDING AND ANY ELEMENT OF

IT (INCLUDING, WITHOUT LIMITATION, ANY PLEADINGS, BRIEFS OR OTHER DOCUMENTS SUBMITTED OR EXCHANGED AND ANY TESTIMONY OR OTHER ORAL SUBMISSIONS AND AWARDS) WILL NOT BE DISCLOSED BEYOND THE ARBITRATION PROCEEDINGS, EXCEPT AS MAY LAWFULLY BE REQUIRED IN JUDICIAL PROCEEDINGS RELATING TO THE ARBITRATION OR BY APPLICABLE DISCLOSURE RULES AND REGULATIONS OF SECURITIES, REGULATORY AUTHORITIES, OR OTHER GOVERNMENTAL AGENCIES.

THIS ARBITRATION AGREEMENT DOES NOT PRECLUDE YOU OR SHADOWBOX FROM SEEKING ACTION BY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCIES. YOU AND SHADOWBOX MAY ALSO BRING QUALIFYING CLAIMS IN SMALL CLAIMS COURT. IN ADDITION, YOU AND SHADOWBOX RETAIN THE RIGHT TO APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR PROVISIONAL RELIEF, INCLUDING PRE-ARBITRAL ATTACHMENTS OR PRELIMINARY INJUNCTIONS, AND ANY SUCH REQUEST SHALL NOT BE DEEMED INCOMPATIBLE WITH THESE TERMS, NOR A WAIVER OF THE RIGHT TO HAVE DISPUTES SUBMITTED TO ARBITRATION AS PROVIDED IN THESE TERMS.

### ARBITRATION COSTS

IF YOU DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBITIVE AS COMPARED TO THE COSTS OF LITIGATION, SHADOWBOX WILL PAY AS MUCH OF THE ADMINISTRATIVE COSTS AND ARBITRATOR FEES REQUIRED FOR THE ARBITRATION AS THE ARBITRATOR DEEMS NECESSARY TO PREVENT THE COST OF THE ARBITRATION FROM BEING PROHIBITIVE. IN THE FINAL AWARD, THE ARBITRATOR MAY APPORTION THE COSTS OF ARBITRATION AND THE COMPENSATION OF THE ARBITRATOR AMONG THE PARTIES IN SUCH AMOUNTS AS THE ARBITRATOR DEEMS APPROPRIATE.

### CLASS ACTION WAIVER

YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. YOU MAY ONLY BRING INDIVIDUAL CLAIMS, AND THE ARBITRATOR MAY ONLY DECIDE INDIVIDUAL CLAIMS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

## MISCELLANEOUS TERMS

### THESE TERMS MAY CHANGE

THESE TERMS MAY BE DISCRETIONARILY MODIFIED OR REPLACED AT ANY TIME, UNLESS STATED OTHERWISE HEREIN. THE MOST CURRENT VERSION OF THIS AGREEMENT WILL BE POSTED ON THE SITE WITH THE “LAST REVISED” DATE AT THE TOP OF THE AGREEMENT CHANGED. ANY CHANGES OR MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING THE REVISIONS TO THE SITE. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES OR MODIFICATIONS. USE OF THE PLATFORM BY YOU AFTER ANY MODIFICATION TO THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT AS MODIFIED. IF YOU DO NOT AGREE TO THE AGREEMENT IN EFFECT WHEN YOU ACCESS OR USE THE

PLATFORM, YOU PLATFORM. WE MAY, AT ANY TIME AND WITHOUT LIABILITY OR PRIOR NOTICE, MODIFY OR DISCONTINUE ALL OR PART OF THE PLATFORM (INCLUDING ACCESS TO THE PLATFORM VIA ANY THIRD-PARTY LINKS).

### THE SMART CONTRACTS MAY CHANGE

THE USER ACKNOWLEDGES THAT SHADOWBOX MAY MODIFY, CHANGE, AMEND, OR REPLACE ONE OR MORE OF THE SMART CONTRACTS FROM TIME TO TIME. THE USER AGREES THAT A MODIFICATION TO ONE OR MORE OF THE SMART CONTRACTS DOES NOT ALTER ANY RIGHT OR OBLIGATION CONFERRED BY THESE TERMS.

### CONFIDENTIALITY OF CERTAIN COMMUNICATIONS

USERS MAY VOLUNTARILY CONTACT SHADOWBOX TO REPORT SERIOUS MISUSES OF THE SHADOWBOX PLATFORM INCLUDING, FOR EXAMPLE, SUSPICIOUS MARKET ACTIVITY, HATE SPEECH, OR OTHER SERIOUS VIOLATIONS OF THESE TERMS. USER AGREES TO KEEP CONFIDENTIAL ALL PRIVATE CORRESPONDENCE WITH ANY MEMBERS OF THE SHADOWBOX TEAM PERTAINING TO ANOTHER MEMBER’S ALLEGED VIOLATION OF THESE TERMS OR OTHER INQUIRIES ABOUT SHADOWBOX’S POLICIES.

### INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS OUR COMPANY AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND LEGAL COSTS) OF ANY KIND OR NATURE, ARISING FROM OR RELATING TO, ANY ACTUAL OR ALLEGED BREACH OF THESE TERMS BY YOU, A CO-CONSPIRATOR, OR ANYONE USING YOUR ACCOUNT. IF WE ASSUME THE DEFENSE OF SUCH A MATTER, YOU WILL REASONABLY COOPERATE WITH US IN SUCH DEFENSE.

### SEVERABILITY

IF ANY PROVISION OF THESE TERMS IS FOUND TO BE UNLAWFUL OR UNENFORCEABLE, THEN THAT PROVISION WILL BE DEEMED SEVERABLE FROM THESE TERMS AND WILL NOT AFFECT THE ENFORCEABILITY OF ANY OTHER PROVISIONS.

### TERMINATION

YOU MAY TERMINATE THESE TERMS AT ANY TIME BY CANCELING YOUR ACCOUNT ON THE PLATFORM AND DISCONTINUING YOUR ACCESS TO AND USE OF THE PLATFORM. YOU WILL NOT RECEIVE ANY REFUNDS IF YOU CANCEL YOUR ACCOUNT, OR OTHERWISE TERMINATE THESE TERMS. 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 PLATFORM. YOU AGREE THAT ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE PLATFORM 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. IF WE TERMINATE THESE TERMS OR SUSPEND OR TERMINATE YOUR ACCESS TO OR USE OF THE PLATFORM DUE TO YOUR BREACH OF THESE TERMS OR ANY SUSPECTED FRAUDULENT, ABUSIVE, OR ILLEGAL

ACTIVITY, THEN TERMINATION OF THESE TERMS WILL BE IN ADDITION TO ANY OTHER REMEDIES WE MAY HAVE AT LAW OR IN EQUITY. UPON ANY TERMINATION OR EXPIRATION OF THESE TERMS, WHETHER BY YOU OR US, YOU MAY NO LONGER HAVE ACCESS TO INFORMATION THAT YOU HAVE POSTED ON THE PLATFORM 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.

### NO ASSIGNMENT OF THE TERMS

NEITHER PARTY MAY ASSIGN OR TRANSFER ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, PROVIDED THAT SHADOWBOX MAY ASSIGN THIS AGREEMENT WITHOUT YOUR PRIOR CONSENT TO ANY OF SHADOWBOX’S AFFILIATES, OR TO ITS SUCCESSORS IN INTEREST OF ANY BUSINESS ASSOCIATED WITH THE SERVICES PROVIDED BY SHADOWBOX. THIS AGREEMENT SHALL BE BINDING UPON THE PERMITTED ASSIGNS OR TRANSFEREES OF EACH PARTY.

### GOVERNING LAW AND JURISDICTION

THESE TERMS WILL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS RULES OR PROVISIONS. YOU AGREE THAT ANY ACTION OF WHATEVER NATURE ARISING FROM OR RELATING TO THESE TERMS, THE SITE, OR OUR PRODUCTS WILL BE FILED ONLY IN THE STATE OR FEDERAL COURTS IN NEW YORK, NEW YORK. YOU CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR ANY SUCH ACTION. THE FAILURE BY US TO ENFORCE ANY RIGHT OR PROVISION OF THESE TERMS WILL NOT PREVENT US FROM ENFORCING SUCH RIGHT OR PROVISION IN THE FUTURE. WE MAY ASSIGN OUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS, INCLUDING IN CONNECTION WITH A MERGER, ACQUISITION, SALE OF ASSETS OR EQUITY, OR BY OPERATION OF LAW.

**PLEASE PRINT A COPY OF THESE TERMS FOR YOU RECORDS AND PLEASE CHECK THE SITE FREQUENTLY FOR ANY CHANGES TO THESE TERMS.**

PRIVACY POLICY

LAST UPDATED: DECEMBER 22, 2020

OUR PLATFORM WAS BUILT WITH YOUR PRIVACY IN MIND. THIS PRIVACY POLICY (“**POLICY**”) DESCRIBES HOW WE AT SHADOWBOX COLLECT, USE, SHARE, AND SECURE YOUR PERSONAL INFORMATION WHEN YOU VISIT THE SHADOWBOX PLATFORM ([HTTPS://SHADOWBOX.CO](HTTPS://SHADOWBOX.CO/), [HTTPS://SHADOWBOX.COM]

(HTTPS://SHADOWBOX.COM/)) (THE “**PLATFORM**”) OR CREATE, BUY, TRANSFER, OR TRADE UNIQUE SHADOWBOX ITEMS IN OUR MARKET (THE “**MARKET**”).

BY ACCESSING THE SITE OR TRADING SHADOWBOX ITEMS THROUGH THE MARKET, YOU AGREE TO THIS PRIVACY POLICY AND OUR TERMS OF USE.

## **PERSONAL INFORMATION WE COLLECT**