UNICO Labs (NFT) TERMS AND CONDITIONS 

Date of Initial Publication: Sep 10 2021 

PLEASE FIND BELOW THE TERMS AND CONDITIONS GOVERNING THE UNICO  OFFERINGS, INCLUDING:

  • ACCESSING, DOWNLOADING OR USING ANY OF THE UNICO APPS;
  • CREATING ANY COLLECTIBLE ON THE UNICO APPS OR TRADING, BUYING,  SELLING, TRANSFERRING OR RECEIVING ANY COLLECTIBLE THAT WAS CREATED  ON A UNICO APP;
  • USING, SENDING TOKENS TO, RECEIVING TOKENS FROM, SENDING MESSAGES TO  OR OTHERWISE TRANSACTING WITH THE UNICO DEX SYSTEM;
  • USING, TRANSFERRING, VOTING, BUYING, SELLING OR RECEIVING THE UNICO  TOKEN; OR
  • PARTICIPATING IN THE UNICO DAO OR ACCESSING OR USING UNICO  GOVERNANCE MODULE.

These terms and conditions (these “Terms”) have been established by Unico Labs LLC  to govern the Offerings. By engaging in or undertaking any of the aforementioned activities, you will be deemed to be a  “User” who is legally bound by these Terms.

Please contact us at [email protected] for any questions or issues.

AGREEMENT 

  1. CERTAIN DEFINED TERMS AND RELATED INFORMATION 

1.1 NFTs and Collectibles.

(a) NFTs” means Ethereum-based tokens complying with the ERC-721 standard,  ERC-1155 standard or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible”  tokens representing a unique Collectible; however, certain NFTs may be fungible with one another (i.e., all  such NFTs are associated with the same Collectible Metadata) while being non-fungible with other NFTs  (i.e., such NFTs are associated with different Collectible Metadata).

(b) Collectibles

(i) Collectible” means the association on Ethereum of an NFT with a  Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file  conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or  a similar JSON schema, as applicable (such JSON file, the “Collectible ID”).

 

              (ii) The Collectible ID of a Collectible specifies the properties of the  Collectible, including the name and description of the Collectible (the “Collectible Descriptors”),  a URI identifying any image file associated with the Collectible (the “Collectible Image”) and  potentially other “metadata” associated with the Collectible (the Collectible Descriptors,  Collectible Image and such other metadata, collectively, the “Collectible Metadata”). The  Collectible Metadata for Collectibles created through the Unico Applications are typically stored  on IPFS through an IPFS node operated by Unico Company. The Collectible Metadata for  Collectibles created outside the Unico Applications may be stored in other ways, depending on  how such Collectibles were created.

(iii) There can be no guarantee or assurance of the uniqueness, originality or  quality of any Collectible or Collectible Metadata. In the absence of an express legal agreement  between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee  or assurance that the purchase or holding of the Collectible confers any license to or ownership of  the Collectible Metadata or other intellectual property associated with the Collectible or any other  right or entitlement, notwithstanding that User may rightfully own or possess the NFT associated  with the Collectible.

(iv) Unico Company may from time to time remove certain Collectibles from  the Unico Apps or restrict the creation of Collectibles on the Unico Apps in Unico Company’s  sole and absolute discretion, including in connection with any belief by Unico Company that such  Collectible violates these Terms or the terms and conditions or privacy policy of the Unico Apps.  Unico Company does not commit and shall not be liable for any failure to support, display or offer

or continue to support, display or offer any Collectible for trading through the Unico Apps.  1.2      Offerings.

(a) Offerings” means the Unico Platform and all uses thereof, the Unico Apps, the  Unico DEX System, UNICO, the Unico DAO and the Unico Governance Module.

(b) UNICO” means the tokens with string constant public name “Unico” and string  constant public symbol “UNICO”.  This is not yet done, but may be implemented in a future date.

(c) Unico Apps” means the consumer software applications created, operated and  made publicly available by Unico Company for transactions involving Collectibles and the Unico DEX  System, other than the Unico DEX System itself. On the date these Terms were first published, the Unico  Apps consisted of the world wide web application hosted at https://app.unicoNFT.com/ (the “Unico  Website”). In the future, Unico Company may release one or more mobile applications (the “Unico  NFT Mobile Apps”).

(d) Unico Company” means Unico Labs  LLC., a Delaware corporation.

(e) Unico DAO” means the unincorporated association of UNICO holders (future)

 

(g) Unico Governance Module” means the websites, forums, technologies and  methods established from time to time by Unico Company for the coordination, voting and other official  activities of UNICO holders in connection with the Unico DAO.

(h) Unico Platform” means the Unico NFT Apps and Unico DEX System,  collectively.

1.3 Ethereum” means the Ethereum mainnet and the consensus blockchain for such mainnet  (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network  and blockchain generally recognized as the legitimate successor thereto.

  1. CERTAIN GENERAL TERMS 

2.1 User Responsible for Accounts / Addresses. Users are responsible for all matters relating  to their accounts (if any) on the Unico Apps or the blockchain accounts or addresses through which they  interact with the Offerings, and for ensuring that all uses thereof comply fully with these Terms. Users are  responsible for protecting the confidentiality of their login information and passwords (if applicable) for  the Unico Apps or the private keys controlling the relevant blockchain accounts or addresses through  which they interact with the Offerings.

2.2 Unico May Discontinue Offerings. Unico Company shall have the right at any time to  change or discontinue any or all aspects or features of the Offerings.

2.3 Unico May Deny Access to or Use of the Offerings. Unico Company reserves the right  to terminate a User’s access to or use of any or all of the Offerings at any time, without or without notice,  for violation of these Terms or for any other reason, or based on the discretion of Unico Company. Unico  Company reserves the right at all times to disclose any information as it deems necessary to satisfy any  applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any  information or materials, in whole or in part, in Unico’s Company sole discretion. Collectibles or other  materials uploaded to the Offerings may be subject to limitations on usage, reproduction and/or  dissemination; Users are responsible for adhering to such limitations if you acquire a Collectible. Users  must always use caution when giving out any personally identifiable information through any of the Offerings. Unico Company does not control or endorse the content, messages or information found in any  Offerings and Unico Company specifically disclaims any liability with regard to the Offerings and any  actions resulting from any User’s participation in any Offerings.

2.4 Monitoring. Unico Company shall have the right, but not the obligation, to monitor the  content of the Offerings, to determine compliance with this TOU and any operating rules established by  Unico Company and to satisfy any law, regulation or authorized government request. Unico Company shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted  through the Offerings. Without limiting the foregoing, Unico Company shall have the right to remove any  material that Unico Company, in its sole discretion, finds to be in violation of the provisions hereof or  otherwise objectionable

2.5 Copyright Notice. “Unico” and its logos are trademarks of Unico Company. All rights  reserved. All other trademarks appearing in the Offerings are the property of their respective owners.

2.6 Privacy Policy. To access the Offerings, a User must explicitly consent to Unico  Company’s privacy and data security practices, which can be found by visiting our privacy policy at  https://unicoNFT.com/privacy.

 

  1. THE UNICO DEX SYSTEM AND UNICO APPS 

3.1 Nature of Unico DEX System. The Unico DEX System is a public software utility  deployed on Ethereum, which is accessible directly through any Ethereum node or indirectly through any  compatible Ethereum “wallet” application which interacts with such a node. Through the Unico DEX  System, any person may create, buy, sell and transfer Collectibles.

3.2 Relationship of Unico DEX System and Unico Apps. Interacting with the Unico  DEX System does not require use of the Unico Apps, but the Unico Apps provide a potentially more  convenient and user-friendly method of reading and displaying data (including Collectible Metadata) from  the Unico DEX System and generating standard transaction messages compatible with the Unico DEX  System. Interacting with the Unico DEX System through the Unico Apps requires use of an independent,  User-operated Ethereum wallet application through which the user may broadcast the transaction message  to Ethereum for processing by Ethereum nodes. The Unico Apps may be used to generate standard  transaction messages for interacting with the Unico DEX System and transmitting those messages to the  wallet application. Through the wallet application, a User may broadcast the transaction message to  Ethereum for processing by Ethereum nodes. Assuming normal operation of the wallet and the relevant  Ethereum nodes, the Ethereum nodes should utilize such transaction messages to make function calls  against the relevant bytecode and ultimately include the results of such computations in an Ethereum  transaction block, thus effectuating an interaction with the Unico DEX System.

3.3 License to Use the Unico Platform. Each User, subject to and conditioned upon such  User’s acceptance of and adherence to these Terms, is hereby granted a nontransferable, personal, non-sub licensable license to use the Unico DEX System and Unico Apps for their intended purposes.

3.4 Alterations to Unico DEX System. Unico Company may from time to time alter the  list of smart contracts which are included in the Unico DEX System by adding or removing bytecode addresses from the official list of smart contracts supported by the Unico Apps, including pursuant to  upgrades, forks, security incident responses or chain migrations. In the event any bytecode is removed from  the Unico DEX System, users would no longer be able to interact with or read the data that is associated  such bytecode through the Unico Apps. It is intended (though cannot be guaranteed) that Users would  continue to be able to interact with such bytecode directly through any Ethereum node or indirectly through  any compatible Ethereum wallet application, but such interactions may require technical expertise beyond  those of most Users.

3.5 Content. All content on the Unico Platform is created by Users. Unico Company makes  no representations or warranties as to the quality, origin, or ownership of any content found in the Offerings.  Unico Company shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the  content, nor for the availability of the content. Unico Company shall not be liable for any losses, injuries,  or damages from the purchase, inability to purchase, display, or use of content.

3.6 DMCA Notices for Claims of Copyright Infringement.

(a) Takedown Requests. Unico Company will respond to notices of alleged copyright  infringement under the United States Digital Millennium Copyright Act. If a User or other person believes that their intellectual property rights have been infringed, please notify us immediately. For Unico  Company to respond, the complaint must provide the following information:

(i) a physical or electronic signature of the copyright owner or of a person  authorized to act on behalf of the copyright owner;

 

(ii) a clear identification of the copyrighted work that is claimed to be  infringing;

(iii) identification of the online material that is claimed to be infringing,  including, if possible, a URL representing a link to the material on the Unico website;

(iv) information sufficient to permit Unico Company to contact the  complainant, such as email address, physical address, and/or telephone number;

(v) a statement that the complainant has a good-faith belief that the relevant  material is being used in a way that is not authorized by the copyright owner, its agent, or under  the law; and

(vi) a statement, made under penalty of perjury, that the above information is  accurate, and the complainant is the copyright owner or is authorized to act on behalf of the  copyright owner.

(b) Submission of Takedown RequestsUsers may submit their takedown requests using the following contact information:

 

Email: [email protected]

(c) DMCA Counter-Notices. If a User believes that a User’s material has been  removed by mistake or misidentification, the User may provide Unico Company with a written counter notification containing the following information:

 (i) the User’s name, address, telephone number, and email address;

(ii) a description of the material that was removed, along with the URL where  the content was posted in the Offerings prior to its removal;

(iii) the following statement: “I swear, UNDER PENALTY OF PERJURY,  that I have a good-faith belief that the material was removed or disabled due to a mistake or  misidentification of the material to be removed or disabled”;

(iv) a statement that the User consents to the jurisdiction of the Federal District  Court for the judicial district in which your address is located, or if the User’s address is outside of  the United States, any jurisdiction in which the User may be properly served, and that the User will  accept service of process from the person (or their agent) who filed the original DMCA notice; and

(v) the User’s electronic or physical signature.

Upon receipt of a valid counter notification, Unico Company will forward it to the party who submitted the original DMCA notification. The original party (or their representative) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Unico

Company does not receive any such notification within 10 days, Unico Company may restore the material to the Offerings.

(d) Repeat Infringers. Unico Company reserves the right to terminate the accounts or  block usage of the Offerings of any party who is a repeat infringer or who is repeatedly charged with  infringement.

  1. FEES, COMMISSIONS, ROYALTIES AND OTHER CHARGES

4.1 Fees. Creating, buying, selling or transferring Collectibles may be subject to fees,  commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of  Unico Company, a Collectible creator or participants in the Ethereum ecosystem. On the date of initial  publication of these Terms, Fees include: (a) service fees established by and payable to Unico Company;  (b) commissions on secondary sales of Collectibles, established by and payable to the creators of such  Collectibles; and (c) “gas” (fees paid to Ethereum miners in ETH through Users’ independent wallet  applications as consideration for mining the Users’ transactions). Service fees may be adjusted from time  to time in the sole discretion of Unico Company. Commissions are set in the sole discretion of the  Collectible creator and may range from 0% to 100%; in the event that a User acquires a Collectible with a  100% commission, the User will be unable to collect any proceeds of a sale of that Collectible on the Unico  Platform. “Gas” fees are set by the User through the User’s independent Ethereum wallet application, based  on the market conditions on Ethereum.

4.2 Forms of Payment. Fees may be paid or payable solely in the manner determined in the  sole discretion of Unico Company. On the date of initial publication of these Terms, all Fees must be paid  in ETH.

4.3 Finality; No Refunds. All transactions involving the Offering are final. All Fees relating  are non-refundable except at the sole discretion of Unico Company (for service fees and other fees within  its control) or applicable third parties (Collectibles creators, Ethereum miners, etc.).

  1. ACCEPTABLE & PROHIBITED USES OF THE OFFERINGS 

5.1 Acceptable Uses. The Unico Platform and other Offerings are reserved exclusively for  lawful consumer entertainment and artistic purposes (the “Permitted Uses”).

5.2 Prohibited Uses. Users must not, directly or indirectly:

(a) employ any device, scheme or artifice to defraud, or otherwise materially mislead,  Unico Company, the Unico DAO or any member of the Unico Community, including by impersonating  or assuming any false identity;

(b) engage in any act, practice or course of business that operates or would operate as  a fraud or deceit upon the Unico Company, the Unico DAO or any member of the Unico Community;

(c) violate, breach or fail to comply with any applicable provision of these Terms or  any other terms of service, privacy policy, trading policy or other contract governing the use of any the  Offerings or any relevant NFTs or Collectibles;

(d) use the Offerings by or on behalf of a competitor of the Unico Company or  competing platform or service for the purpose of interfering with the Offerings to obtain a competitive  advantage;

(e) engage or attempt to engage in or assist any hack of or attack on the Unico Apps,  Unico DEX System, Unico DAO or any member of the Unico Community, including any “sybil attack”,  “DoS attack” or “griefing attack” or theft of Collectibles, UNICO or funds, or upload files that contain viruses,  Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs  that may damage the operation of another’s computer or property or interfere with the Offerings;

(f) create, buy, sell or use any Collectible that infringes or in a manner infringing the  copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others,  or upload, or otherwise make available, files that contain images, photographs, software or other material  protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or  publicity unless the applicable User owns or controls the rights thereto or has received all necessary consent  to do the same;

(g) commit any violation of applicable laws, rules or regulations;

(h) use the Offerings in connection with surveys, contests, pyramid schemes, chain  letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);

(i) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as  rights of privacy and publicity) of other;

(j) publish, post, distribute or disseminate any profane, obscene, pornographic indecent or unlawful content, pictures, topic, name, material or information;

(k) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and  dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities,  including:

(i) trading a Collectible at successively lower or higher prices for the purpose  of creating or inducing a false, misleading or artificial appearance of activity in such Collectible,  unduly or improperly influencing the market price for such Collectible or establishing a price which  does not reflect the true state of the market in such Collectible;

(ii) for the purpose of creating or inducing a false or misleading appearance of  activity in a Collectible or creating or inducing a false or misleading appearance with respect to the  market in a Collectible:

(A) executing or causing the execution of any transaction in a

Collectible which involves no material change in the beneficial ownership thereof; or

(B) entering any order for the purchase or sale of a Collectible with

the knowledge that an order of substantially the same size, and at substantially the same  price, for the sale of such Collectible, has been or will be entered by or for the same or  different parties; or

(iii) participating in, facilitating, assisting or knowingly transacting with any  pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing  the market price of a Collectible;

(l) utilize the Offerings to transact in securities, commodities futures, trading of  commodities on a leveraged, margined or financed basis, binary options (including prediction-market

transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other  similar transactions;

(m) utilize the Offerings to buy, sell or advertise personal, professional or business  services;

(n) utilize the Offerings to engage in token-based or other financings of a business,  enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs,  “yield farming” or other token-based fundraising events; or

(o) utilize the Offerings primarily as a general-purpose communications or messaging  or social networking platform.

The foregoing matters are referred to herein as “Prohibited Uses”.

 

  1. RISKS, DISCLAIMERS AND LIMITATIONS OF LIABILITY

6.1 No Consequential, Incidental or Punitive Damages. Notwithstanding anything to the  contrary contained in these Terms, Unico Company shall not be liable to any person, whether in contract,  tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special,  incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data,  lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms,  whether or not Unico Company has been advised or knew of the possibility of such damages, and  regardless of the nature of the cause of action or theory asserted.

6.2 Limitation of Liability. Unico Company’s liability for damages to each User shall in all  cases be limited to, and under no circumstances shall exceed, Unico Company’s service fees actually  received by Unico Company from such User.

6.3 Disclaimer of Representations. The Offerings are being provided on an “AS IS” and “AS  AVAILABLE” basis. To the fullest extent permitted by law, Unico Company is not making, and hereby  disclaims, any and all information, statements, omissions, representations and warranties, express or  implied, written or oral, equitable, legal or statutory, in connection with the Offerings and the other matters  contemplated by these Terms, including any representations or warranties of title, non-infringement,  merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose,  workmanship or technical quality of any code or software used in or relating to the Offerings. User acknowledges and agrees that use of the Offerings is at the User’s own risk.

6.4 No Responsibility for Collectibles; No Guarantee of Uniqueness or IP. Unico  Company has no responsibility for the Collectibles created or traded by Users on the Unico Platform.  Unico Company does not investigate and cannot guarantee or warrant the authenticity, originality,  uniqueness, marketability, legality or value of any Collectible created or traded by Users on the Unico  Platform.

 

6.5 No Professional Advice or Liability. All information provided by or on behalf of Unico  Company is for informational purposes only and should not be construed as professional, accounting or  legal advice. Users should not take or refrain from taking any action in reliance on any information  contained in these Terms or provided by or on behalf of Unico Company. Before Users make any financial,  legal, or other decisions involving the Offerings, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

6.6 Limited Survival Period for Claims. Any claim or cause of action a User may have or  acquire in connection with the Offerings or any of the other matters contemplated by these Terms shall  survive for the shorter of, and may be brought against Unico Company solely prior to: (a) the expiration  of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which  the facts and circumstances giving rise to such claim or cause of action first arose.

6.7 Third-Party Offerings and Content. References, links or referrals to or connections with  or reliance on third-party resources, products, services or content, including smart contracts developed or  operated by third parties, may be provided to Users in connection with the Offerings. In addition, third  parties may offer promotions related to the Offerings. Unico Company does not endorse or assume any  responsibility for any activities of or resources, products, services, content or promotions owned, controlled,  operated or sponsored by third parties. If Users access any such resources, products, services or content or  participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives  and releases Unico Company from all liability arising from User’s use of any such resources, products,  services or content or participation in any such promotions. User further acknowledges and agrees that  Unico Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or  alleged to be caused by or in connection with use of or reliance on any such resources, products, services,  content or promotions from third parties.

6.8 Certain Uses and Risks of Blockchain Technology.

(a) Use of Blockchain Technology. Unico Company utilizes experimental  cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins,  “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer  networks or systems in performing the Offerings. Each User acknowledges and agrees that such  technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty  regarding the operation and effects and risks thereof and the application of existing law thereto.

(b) Certain Risks of Blockchain Technology. The technology utilized in delivering the  Offerings depends on public peer-to-peer networks such as Ethereum that are not under the control or  influence of Unico Company and are subject to many risks and uncertainties. Such technologies include  the Unico DEX System, which Unico Company may have limited or no ability to change, other than  ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate  in the Offerings. Unico Company will not be able to restore or issue any refund in respect of any  Collectibles or UNICO due to lost private keys. If a User are not able to spend or use a Collectible or UNICO  due to loss or theft of the corresponding private key or otherwise, a User will be unable to exercise their  rights with respect to such Collectible or UNICO.

(c) Certain Risks of Smart Contract Technology. Collectibles, UNICO and other digital  assets relevant to the Unico Platform depend on the Unico DEX System or other smart contracts deployed  to Ethereum, some of which may be coded or deployed by persons other than Unico Company. Once  deployed to Ethereum, the code of smart contracts, including the Unico DEX System, cannot be modified.  In the event that the Unico DEX System or other smart contracts are adversely affected by malfunctions,

bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the  protocol rules of Ethereum, Users may be exposed to a risk of total loss and forfeiture of all Collectibles,  UNICO and other relevant digital assets. Unico Company assumes no liability or responsibility for any of  the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable  law.

(d) Asset Prices. The fiat-denominated prices and value in public markets of assets  such as ETH, NFTs, Collectibles and UNICO have historically been subject to dramatic fluctuations and are  highly volatile. As relatively new products and technologies, blockchain-based assets are not widely  accepted as a means of payment for goods and services. A significant portion of demand for these assets is  generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain  assets. The market value of any ETH, NFT, Collectible or UNICO may decline below the price for which a  User acquires such asset through the Unico Platform or on any other platform. User acknowledges and  agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as  Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged  inability to access or use any ETH, NFTs, Collectibles, UNICO or other digital assets associated with the  Unico Platform.

(e) Regulatory Uncertainty. Blockchain technologies and digital assets are subject to  many legal and regulatory uncertainties, and the Unico Platform, NFTs, Collectibles and UNICO could be  adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines  or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such  assets and technologies.

(f) Cryptography Risks. Cryptography is a progressing field. Advances in code  cracking or technical advances such as the development of quantum computers may present risks to  Ethereum, the Unico Platform, NFTs, Collectibles and UNICO, including the theft, loss or inaccessibility thereof.

(g) Fork Handling. Ethereum, the Unico DEX System, the NFTs, the Collectibles  and UNICO may be subject to “forks.” Forks occur when some or all persons running the software clients for  a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the  protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions  can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the  future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the  blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions  of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine  continuation of the original. Unico Company may not be able to anticipate, control or influence the  occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection  therewith. Without limiting the generality of the foregoing, Unico Company does not assume any  responsibility to notify a User of pending, threatened or completed forks. Unico Company will respond to  any forks as Unico Company determines in its sole and absolute discretion, and Unico Company shall  not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a  User detriment. Without limiting the generality of the foregoing, Unico Company’s possible and  permissible responses to a fork may include: (i) honoring the Unico DEX System, Collectibles, NFTs and  UNICO on both chains; (ii) honoring the Unico DEX System, Collectibles, NFTs and UNICO on only one of  the chains; (iii) honoring the Unico DEX System, Collectibles, NFTs and UNICO in different respects or to  a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Unico  Company in its sole and absolute discretion. Unico Company reserves the right to only allow one NFT to  be associated with the relevant metadata forming the Collectible, notwithstanding that copies of such NFT may exist on both chains following a fork. A User assume full responsibility to independently remain  apprised of and informed about possible forks, and to manage a User own interests in connection therewith.

(h) Essential Third-Party Software Dependencies. The Unico DEX System and other  smart contracts deployed to Ethereum are public software utilities which are accessible directly through  any Ethereum node (such as Infura) or indirectly through any compatible Ethereum “wallet” application (such as the web browser plugin Metamask) which interacts with such a node. Interacting with the Unico  DEX System does not require use of the Unico Apps, but the Unico Apps provide a convenient and user friendly method of reading and displaying data (including Collectible Metadata) from the Unico DEX  System and generating standard transaction messages compatible with the Unico DEX System Because  the Unico Platform does not provide Ethereum wallet software or Ethereum nodes, such software  constitutes an essential third-party or user dependency without which the Unico Platform cannot be  utilized and NFTs, Collectibles, UNICO and other relevant digital assets cannot be traded or used.  Furthermore, Collectible Descriptors defining the art and text associated with a Collectible must be stored  off of Ethereum. Collectibles created on Unico have their Collectible Descriptors stored on the IPFS  system through an IPFS node operated by Unico Company, but Unico Company cannot guarantee  continued operation of such IPFS node or the integrity and persistence of data on IPFS.

6.9 Legal Limitations on Disclaimers. Some jurisdictions do not allow the exclusion of  certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of  the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The  disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by  applicable law.

6.10 Officers, Directors, Etc. All provisions of these Terms which disclaim or limit obligations  or liabilities of Unico Company shall also apply, mutatis mutandis, to the officers, directors, members,  employees, independent contractors, agents, stockholders, debtholders and affiliates of Unico Company.

6.11 Indemnification. Each User shall defend, indemnify, compensate, reimburse and hold  harmless Unico Company (and each of its officers, directors, members, employees, agents and affiliates)  from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable  attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Offerings; (b) User’s violation of these Terms or any other applicable policy or contract of Unico Company; or (c) your  violation of any rights of any other person or entity.

  1. GOVERNING LAW; DISPUTE RESOLUTION

7.1 Governing law. These Terms shall be governed by and construed and interpreted in  accordance with the laws of the state of Delaware irrespective of the choice of laws principles of the state  of Delaware, as to all matters, including matters of validity, construction, effect, enforceability,  performance and remedies. Although the Offerings may be available in other jurisdictions, each User  hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific  personal jurisdiction over Unico Company in any forum outside the State of Delaware.

7.2 Settlement Negotiations. If a User has a potential legal dispute, claim or cause of action  against Unico Company, the User shall first (prior to initiating any litigation proceedings) contact Unico  Company by sending an email to [email protected] describing the nature of the potential dispute, claim  or cause of action and providing all relevant documentation and evidence thereof. If so elected by Unico  Company, User shall use commercially reasonable efforts to negotiate a settlement of any such legal  dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or

cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days  shall be brought and resolved exclusively in accordance with the following provisions of this Section 10.

7.3 Agreement to Binding, Exclusive Arbitration.

(a) Mandatory Binding Arbitration. Except as set forth in Section 10.2, all claims,  disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly  relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance  of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is  unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall  be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or  local court, agency or other governmental authority, shall have exclusive authority to resolve all Disputes.

(b) Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that  they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the  parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances,  the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited  in arbitration than in court; and (iv) court review of an arbitration award is limited. The Federal Arbitration  Act and federal arbitration law apply to these Terms. Each of the parties hereto hereby irrevocably waives  any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these  Terms or the transactions contemplated hereby.

7.4 Arbitration Procedures. Unico Company or any User may initiate an arbitration  proceeding by delivering written notice to the other, whereupon the parties shall reasonably cooperate to  select an arbitrator and submit the relevant Dispute to such arbitrator. In the event the parties are unable to  agree on the selection of an arbitrator within 15 days from the filing of a demand for arbitration, the  American Arbitration Association (the “AAA”) shall appoint the arbitrator. Any such arbitration shall be  administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules and the  supplementary procedures for consumer related disputes of the AAA excluding any rules or procedures  governing or permitting class actions. Unico Company will not seek attorneys’ fees and costs in arbitration  unless the arbitrator determines the claims are frivolous. 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 reasoned, and binding on the parties, and may be entered by any party as a judgment in any court of  competent jurisdiction.

7.5 Seat of Arbitration. The seat of arbitration shall be Wilmington, Delaware. The arbitrator  may choose to have the arbitration of any Dispute conducted by telephone, based on written submissions,  or at a mutually agreed location; provided, however, that Unico Company may opt to transfer the venue  of any arbitration hearing to Wilmington, Delaware in the event that it agrees to pay any additional fees or  costs a User may reasonably incur as a result of the change in venue, as determined by the arbitrator, and,  subject to the foregoing, a User hereby agree to submit to the personal jurisdiction of any federal or state  court in Wilmington, Delaware, 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.

7.6 Confidentiality of Arbitration. Except to the extent necessary to enforce their respective  rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain  confidentiality as to the existence and events of the arbitration proceedings and as to all submissions,

correspondence and evidence relating to the arbitration proceedings. This provision shall survive the  termination of the arbitral proceedings.

7.7 Class Action Waiver.

(a) No Class Actions Permitted. All Users hereby agree that any arbitration or other  permitted action with respect to any Dispute shall be conducted in their individual capacities only and not  as a class action or other representative action, and the Users expressly waive their right to file a class action  or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST UNICO COMPANY  OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS  MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(b) Agreements if Class Action Waiver UnenforceableIf any court or arbitrator  makes a final, binding and non-appealable determination that the class action waiver set forth in this Section  10.7 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 with respect to any Dispute that would  thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not  agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding  sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the  personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington,  Delaware and to accept service of process by mail with respect to such Dispute, and hereby waive any and  all jurisdictional and venue defenses otherwise available with respect to such Dispute.

7.8 California End-User Consumer Rights. In accordance with Cal. Civ. Code Sec. 1789.3,  if a User is a California State resident, the User may file grievances and complaints regarding the Offerings  with the California Department of Consumer Affairs, Consumer Information Division; 1625 North Market  Blvd., Suite N 112, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at 800-

952-5210; or by email to: [email protected]

  1. MISCELLANEOUS 

8.1 Headings. The headings and captions contained in these Terms are for convenience of  reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection  with the construction or interpretation of these Terms.

8.2 Successors and Assigns. These Terms shall inure to the benefit of Unico Company, the  Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted  delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed  to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not  share or provide a copy of, or transfer to, any person any UNICO or the private key associated with any UNICO

without notifying such a person that such person shall be bound by and become a party to these Terms by  virtue of thereof (or if the transferor has a reasonable belief that the transferee is aware of these Terms). A  User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these  Terms to any other person without Unico Company’s advance written consent. Unico Company may  freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum  extent permitted by applicable law.

8.3 Severability. In the event that any provision of these Terms, or the application of any such  provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent  jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms,  and the application of such provision to persons or circumstances other than those as to which it is

determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and  shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Unico Company shall have the right to modify these Terms so as to effect the original intent of the parties as closely as  possible in an acceptable manner in order that the transactions contemplated hereby be consumed as  originally contemplated to the fullest extent possible.

8.4 Force Majeure. Unico Company shall not incur any liability or penalty for not  performing any act or fulfilling any duty or obligation hereunder or in connection with the matters  contemplated hereby by reason of any occurrence that is not within its control (including any provision of  any present or future law or regulation or any act of any governmental authority, any act of God or war or  terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the  World Wide Web or any other electronic network, the Ethereum network or blockchain or Unico DEX  System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the  foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Unico  Company to provide the Offerings.), it being understood that Unico Company shall use commercially  reasonable efforts, consistent with accepted practices in the industries in which Unico Company operates,  as applicable, to resume performance as soon as reasonably practicable under the circumstances.

8.5 Amendments and Modifications. These Terms may only be amended, modified, altered  or supplemented by or with the written consent of Unico Company. Unico Company reserves, the right,  in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time.  The most current version of these Terms will be posted on Unico Company’s website. Any changes or  modifications will be effective immediately upon the modified Agreement being posted to Unico  Company’s website. A User shall be responsible for reviewing and becoming familiar with any such  modifications. A User hereby waive any right a User may have to receive specific notice of such changes  or modifications. Use of the Offerings by a User after any modification of these Terms constitutes a User acceptance of the modified terms and conditions. If a User do not agree to any such modifications, a User must immediately stop using the Offerings.

8.6 No Implied Waivers. No failure or delay on the part of Unico Company in the exercise  of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right,  privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall  preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Unico  Company shall not be deemed to have waived any claim arising out of these Terms, or any power, right,  privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy  is expressly set forth in a written instrument duly executed and delivered on behalf of Unico Company,

and any such waiver shall not be applicable or have any effect except in the specific instance in which it is  given.

8.7 Entire Agreement. These Terms constitutes the entire agreement between the parties  relating to the subject matter hereof and supersede all prior or contemporaneous agreements and  understandings, both written and oral, between the parties with respect to the subject matter hereof.

8.8 Rules of Interpretation.

(a) “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless  otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these  Terms;

(b) “include(s)” and “including” shall be construed to be followed by the words  “without limitation”;

(c) “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless  the context requires otherwise;

(d) any rule of construction to the effect that ambiguities are to be resolved against the  drafting party shall not be applied in the construction or interpretation of these Terms;

(e) section titles, captions and headings are for convenience of reference only and have  no legal or contractual effect.;

(f) whenever the context requires: the singular number shall include the plural, and  vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall  include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine  genders; and

(g) except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms.