Terms of Service

Valorem Foundation Inc aka AdValorem.io,

AdValorem Market NFT Platform,

VALOREM FOUNDATION INC AKA ADVALOREM.IO

Last Revised: 2/11/23

Valorem Foundation Inc., “Valorem Foundation”, “AdValorem”, "VLR Token", means each and every current and future affiliate of Valorem Foundation, Inc. Please read these Terms of Use carefully before you start to use the Valorem Foundation website located at www.advalorem.io (collectively, "Valorem Foundation", "we", or "us") and any services made available through Valorem Foundation. By using Valorem, or by clicking the “Sign In”, “I Agree”, “Sign Up” or “Notify me” button, or by using the services, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use Valorem.

Valorem Foundation provides you with a simple and convenient way to purchase and store digital tokens. These Terms of Use and any terms expressly incorporated herein ("Terms") apply to your access to and use of Valorem and mobile applications provided by Valorem Foundation, and the purchase and account services Valorem Foundation as described in these Terms (collectively, our "Services"). Without limitation, our Services do not provide users with the ability to trade digital tokens or any forms of legal tender (e.g.US dollars).

Valorem Foundation reserves the right to change or modify the terms and conditions contained in these Terms, including but not limited to any policy or guideline of the Valorem Foundation, at any time and at its sole discretion. We will provide notice of these changes by posting the revised Terms to the Valorem Foundation and changing the "Last Revised" date at the top of the Terms, or by emailing users at their provided email addresses, or by any other means as determined by Valorem Foundation. The decision of which notification chosen will be left to Valorem Foundation's sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Valorem Foundation or at the instant that Valorem Foundation transmits the information to the users (e.g. via email). These changes will apply at that instant to all then current and subsequent uses of the Valorem Foundation. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Valorem Foundation Platform acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Valorem Foundation Platform, you must stop using the Valorem Foundation Platform.

Depictions

Depicted on www.advalorem.io is a summary of the processes for obtaining a loan or making an investment which are separate and distinct from the purchase or use of VLR Tokens. Terms and Conditions Apply. Loans are not made by Valorem Foundation Platform. Valorem Foundation is a Platform. All loans/transactions are subject to review and approval. Eligibility is not guaranteed, and requires that a sufficient pool of liquidity is available to fulfill your request and that you meet other conditions. Individual US citizen borrowers must be a permanent resident and at least 18 years old. Valid bank account and social security number/FEIN are required. Borrowing against collateral entails risk and may not be appropriate for your needs. Valorem Foundation does not provide legal or tax advice. Please consult your advisor.

Valorem Foundation Platform’s notes are issued pursuant to a Prospectus. You should review the risks and uncertainties described in the Prospectus related to your possible investment in the notes. Not FDIC-insured; investments may lose value; no Valorem Foundation Platform, Inc or bank guarantee.

Pre-Launch Disclosure

Interested parties acknowledge that the Valorem Foundation Platform, as described herein, may never in fact operate in any capacity. As such, the VLR Tokens may have a value of zero. VLR Tokens are functional utility smart contracts within the Valorem Foundation Platform. VLR Tokens are not securities. VLR Tokens are non-refundable. VLR Tokens are not for speculative investment. No promises of future performance or value are or will be made with respect to VLR Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that VLR Tokens will hold any particular value. VLR Tokens are not participation in the Company and Valorem Foundation VLR Tokens hold no rights in said company. Valorem Foundation "VLR" Tokens are sold as a functional good and all proceeds received by Company may be spent freely by Company absent any conditions. Valorem Foundation "VLR" Tokens are intended for experts in dealing with cryptographic tokens and blockchain-based software systems.

1. Accessing the Website

You must meet certain eligibility criteria to use Valorem Foundation "VLR" Token Platform. By accessing or using Valorem Foundation "VLR" Token Platform, you represent and warrant that: (a) you are at least 18 years; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (e) not identified as a "Specially Designated National"; (f) not placed on the US Commerce Department's Denied Persons List; and (g) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms. Finally, you represent and warrant that you will not be using this site for any illegal activity, including but not limited to money laundering and the financing of terrorism.

2. Registration and Accounts

In order to access and use the Services, you must create an account with Valorem Foundation "VLR" Token Platform (an “Account”). You agree to: (a) provide accurate, current and complete information when creating the account; (b) maintain and promptly update your Account information to keep it accurate, complete, and current; (c) maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer; (d) promptly notify Valorem Foundation "VLR" Token Platform if you discover or otherwise suspect any security breaches related to Valorem Foundation "VLR" Token Platform; and (e) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.

3. Account Security

We reserve the right to withdraw or amend Valorem Foundation "VLR" Token Platform, and any Service or material we provide on Valorem Foundation "VLR" Token Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of Valorem Foundation "VLR" Token Platform is unavailable at any time or for any period. From time to time, we may restrict access to users to some parts of Valorem Foundation "VLR" Token Platform, to certain Accounts or the whole of Valorem Foundation "VLR" Token Platform, including registered users.

You are responsible for:

Making all arrangements necessary for you to have access to Valorem Foundation "VLR" Token Platform.

Ensuring that all persons who access Valorem Foundation "VLR" Token Platform through your internet connection are aware of these Terms and comply with them.

Maintaining and promptly update your Account information.

Maintaining the security of your Account by protecting your password and restricting access to your Account.

All activities that occur under your Account and you accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to Valorem Foundation "VLR" Token Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Valorem Foundation "VLR" Token Platform may, in its sole discretion, limit the number of Accounts that you may hold, maintain or acquire.

4. Acceptable Use

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:

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

Use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;

Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;

Use or attempt to use another user's account without authorization;

Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

Develop any third-party applications that interact with our Services without our prior written consent;

Provide false, inaccurate, or misleading information; and

Encourage or induce any third party to engage in any of the activities prohibited under this Section.

In order to access and use the Services and retain any information you wish to relating to the Services, you will need a computer with an internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Valorem Foundation "VLR" Token Platform and have sufficient storage space or a printer to print emails if you wish to retain them.

5. Digital Token Purchases

This Section applies to: (a) all digital token purchases completed via the Services, and (b) any transaction in which you load fiat or digital currencies ("Funds") at Valorem Foundation "VLR" Token Platform direction to complete a purchase of digital tokens.

We may, at any time and in our sole discretion, refuse any purchase of digital tokens submitted via the Services, impose limits on the purchase amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services without prior notice.

If you have sent an insufficient amount of Funds at Valorem Foundation "VLR" Token Platform direction to complete a purchase of digital tokens via the Services, we may cancel the entire order or may fulfill a partial order using the amount of Funds currently available.

It is your responsibility to determine what, if any, taxes apply to the purchases you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Valorem Foundation "VLR" Token Platform is not responsible for determining whether taxes apply to your purchases of digital tokens or for collecting, reporting, withholding or remitting any taxes arising from any purchases of digital tokens.

6. Transfer of Funds

In order to complete a purchase of a digital token the Services, you must send Funds to the relevant account or wallet identified by Valorem Foundation "VLR" Token Platform using one of the approved external accounts identified via the Services. You may be required to verify that you control the external account that you use to send Funds. You may be charged fees by the external account you use to send Funds. Valorem Foundation "VLR" Token Platform is not responsible for any external account fees or for the management and security of any external account. You are solely responsible for your use of any external account, and you agree to comply with all terms and conditions applicable to any external account. The timing associated with a transfer of Funds for a purchase will depend in part upon the performance of third parties responsible for maintaining the applicable external account, and Valorem Foundation "VLR" Token Platform makes no guarantee regarding the amount of time it may take to load Funds into your Account.

7. Purchase of Digital Tokens

This Section applies only when you use the Services to purchase digital tokens. Valorem Foundation, Inc does not purchase, sell, or exchange any digital tokens on its own behalf. You acknowledge and agree that: (a) Valorem Foundation, Inc is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by Valorem Foundation, Inc shall be considered or construed as advice. Once the Services execute your purchase, a confirmation will be electronically made available via the Services detailing the particulars of the purchase of digital tokens. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such purchase of digital token.

8. Electronic Notices

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that Valorem Foundation, Inc provides in connection with your Account and/or use of the Valorem Foundation, Inc Services. You agree that Valorem Foundation, Inc may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email [email protected] to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support email [email protected]. If you decline or withdraw consent to receive electronic Communications, Valorem Foundation, Inc may suspend or terminate your use of the Services.

It is your responsibility to keep your email address and/or mobile phone number on file with Valorem Foundation, Inc up to date so that Valorem Foundation, Inc can communicate with you electronically. You understand and agree that if Valorem Foundation, Inc sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Valorem Foundation, Inc will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Valorem Foundation, Inc to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your Account or by sending such information to support email [email protected]. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Valorem Foundation, Inc are returned, Valorem Foundation, Inc may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.

9. Third-Party Content

In using our Services, you will view content provided by third parties, including articles, reviews, comments, insights, analysis and links to web pages of such parties, including but not limited to blogs, forums, communities and social networks. We do not control or approve any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties that are linked to our Service, is at your own risk.

10. DISCLAIMER OF WARRANTIES

OUR SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. Your use of our Services is at your sole risk. We and our licensors, service providers or subcontractors (if any) make no representations or warranties about the suitability of the information, software, products and services contained in our Services for any purpose or their compliance with any accounting rules, principles or laws, and expressly disclaim any representation or warranty that the Services will be free from errors, viruses or other harmful components, that communications to or from the Services will be secure and not intercepted, that the services and other capabilities offered from the Services will be uninterrupted, or that their content will be accurate, complete or timely.

WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THESE TERMS.

YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL OUR COMPANY, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE Valorem Foundation, Inc "VLR" Token Platform MATERIALS, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM Valorem Foundation, Inc "VLR" Token Platform AND ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, OR ANY OTHER LOSS THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VALOREM FOUNDATION'S RECORDS, PROGRAMS OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VALOREM FOUNDATION, INC (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, VALOREM FOUNDATIONOR TO THESE TERMS EXCEED THE FEES EARNED BY VALOREM FOUNDATION, INC DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY DIVIDED BY THE NUMBER OF USERS DURING THAT 12 MONTH PERIOD.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. No Offer

Neither these Terms nor any other document or information publicly available on Valorem Foundation, Inc "VLR" Token Platform without going through your Account and the purchase process, constitute an offer or solicitation to sell securities. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, these Terms do not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. These Terms do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities. Valorem Foundation, Inc "VLR" Token Platform expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.

13. No Advice

Valorem Foundation, Inc "VLR" Token Platform is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance and/or tax matters. Any information provided by Valorem Foundation, Inc "VLR" Token Platform is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.

The information presented on or through the Valorem Foundation, Inc "VLR" Token Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Valorem Foundation, Inc "VLR" Token Platform, or by anyone who may be informed of any of its contents.

This Valorem Foundation, Inc "VLR" Token Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

14. Indemnity

You agree to defend, indemnify and hold harmless Valorem Foundation, Inc "VLR" Token Platform (and each of our 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) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

15. Discontinuance of Services

We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

16. Unclaimed Property

If for any reason Valorem Foundation, Inc "VLR" Token Platform is holding digital tokens in your Account on your behalf, and Valorem Foundation, Inc "VLR" Token Platform is unable to return your digital tokens to your designated external account after a period of inactivity, then Valorem Foundation, Inc "VLR" Token Platform may report and remit such digital tokens in accordance with applicable unclaimed property laws.

17. Feedback

We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding Valorem Foundation, Inc "VLR" Token Platform or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of Valorem Foundation, Inc "VLR" Token Platform. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our Valorem Foundation, Inc "VLR" Token Platform if, in our opinion, your post does not comply with the content standards set out in this section.

18. Intellectual Property Rights

Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on Valorem Foundation, Inc "VLR" Token Platform or provided in connection with the Services, including, without limitation, Valorem Foundation, Inc "VLR" Token Platform and its entire contents, features, and functionality (including but not limited to all information, software, designs, text, graphics, pictures, information, data, video sound files, other files and the selection and arrangement thereof (collectively, "Valorem Foundation, Inc "VLR" Token Platform Materials")) are the proprietary property of Valorem Foundation, Inc "VLR" Token Platform or our licensors, clients or suppliers and are protected by international copyright laws, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Valorem Foundation, Inc "VLR" Token Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Valorem Foundation, Inc "VLR" Token Platform Materials, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.

You may print one copy of a reasonable number of pages of the Valorem Foundation, Inc "VLR" Token Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any of the Valorem Foundation, Inc "VLR" Token Platform Materials

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Valorem Foundation, Inc "VLR" Token Platform Materials or any Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Valorem Foundation, Inc "VLR" Token Platform Materials in breach of the Terms, your right to use the Valorem Foundation, Inc "VLR" Token Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Valorem Foundation, Inc "VLR" Token Platform or any content on the Valorem Foundation, Inc "VLR" Token Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Valorem Foundation, Inc "VLR" Token Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

19. Trademarks

"Valorem Foundation, Inc "VLR" Token Platform", the Valorem Foundation, Inc "VLR" Token Platform logo and any other Valorem Foundation, Inc "VLR" Token Platform product or service names, logos or slogans that may appear on our Services are trademark and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of Valorem Foundation, Inc "VLR" Token Platform without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product or service name of Valorem Foundation, Inc "VLR" Token Platform. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Valorem Foundation, Inc "VLR" Token Platform 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 company names or logos mentioned through our Services are the property of their respective owners. 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 us.

20. Privacy Policy

As a principle, Valorem Foundation, Inc "VLR" Token Platform collects only what we need and will not share your personal information with any third parties other than our identity verification partner. Even within Valorem Foundation, Inc "VLR" Token Platform, access to your personal information is limited to a subset of employees who work on compliance and identity verification matters. Valorem Foundation, Inc "VLR" Token Platform is the only data controller and processor.

You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any international, federal, state or local law, regulation or policy. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.

Valorem Foundation, Inc "VLR" Token Platform reserves its right to request documentation, described in paragraph 19(A), prior to activating your account at any of the Services, and any services, available through website. Valorem Foundation, Inc "VLR" Token Platform may refuse you access to the Services and website should it have doubts as to validity, authenticity and genuineness of the documents, provided by you.

Valorem Foundation, Inc "VLR" Token Platform collects information from running the website and products, provided thereto, and uses information, provided to us by you. When you visit the website or use our products, we collect information sent to us by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with our website and products, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and Wi-Fi access spots. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein.

If you create an account at our website and use our Services, we may collect and store the following types of information: contact information – your name, address, phone, email and other similar information. Before permitting you to use our website and products, we may require you to provide additional information (such as a date of birth, passport number, numbers that you may use or have registered with your local tax authority, or other data which can be used for personal identification purposes and that may be required to comply with applicable laws) so that we can verify your identity or address. We may also obtain information about you from third parties such as identity verification services.

When you use our website, we collect information about your transactions (such as date, time and amount of transaction) and your other activities on our website and we may collect information about your computer or other access device for fraud prevention purposes. We may collect additional information about you through your interactions with our support team.

When you access the website or use our products or services we (or google analytics on our behalf) may place small data files called cookies on your computer or other device. We use these technologies to recognize you as our user; customize our website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.

Throughout these Terms, we use the term “personal information” to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.

We store and process your personal information on our servers. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfill their job responsibilities.

We are sometimes required to compare the personal information you provide to third party databases in order to verify its accuracy and confirm your identity. This allows us to comply with state and federal anti-money laundering and “know your customer” regulations. We will not sell or rent your personal information to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the website and our products, as well as our content and advertising. We may use your name and email address to provide you with information about products or services that may be of interest to you, but we will not use your personal information without complying with applicable laws and, where appropriate, obtaining your consent.

We reserve our right to share your personal information with:

our banking partners (if you link a bank account to your account);

companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your personal information, and you would as well receive prior notice of any change in applicable policy);

3rd party identification services providers for fraud prevention purposes;

law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our terms;

other third parties only with your prior consent or direction to do so.

Valorem Foundation, Inc "VLR" Token Platform will not provide your personal information to any other Valorem Foundation, Inc "VLR" Token Platform users without your consent or direction.

You may access, review and edit your personal information at any time by logging in to the website using your credentials.

The data that we collect from you will be transferred to, and stored at, or processed from a destination either inside or outside of the European Economic Area or the United States. By submitting your personal data, you agree to this transfer, storing, or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with these terms. Third parties may be located in other countries where the laws on processing personal information may be less stringent than in your country. Our services may, from time to time, contain links to and from the websites of our partner networks, advertisers, and affiliates (including, but not limited to, websites on which the Valorem Foundation, Inc "VLR" Token Platform services are advertised). If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal information that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.

21. Suspension; Termination

In the event of any Force Majeure Event (as defined in "Miscellaneous" Section), breach of this agreement, or any other event that would make provision of the Services commercially unreasonable for Valorem Foundation, Inc "VLR" Token Platform, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, Valorem Foundation, Inc "VLR" Token Platformwill attempt to return any Funds stored in your Account not otherwise owed to Valorem Foundation, Inc "VLR" Token Platform, unless Valorem Foundation, Inc "VLR" Token Platform believes you have committed fraud, negligence or other misconduct.

22. Applicable Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and Valorem Foundation, Inc "VLR" Token Platform agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Valorem Foundation, Inc "VLR" Token Platform agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Valorem Foundation, Inc "VLR" Token Platform shall be sent to [email protected]. You and Valorem Foundation, Inc "VLR" Token Platform further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in the United States of America; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of arbitration in the United States of America; and (d) that the court in United States of America have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of the United States of America, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Valorem Foundation, Inc "VLR" Token Platform will not commence against the other a class action, class arbitration or representative action or proceeding.

23. Miscellaneous

Entire Agreement; Order of Precedence. These Terms succeed those of the Membership Agreement and Subscription Agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Valorem Foundation, Inc "VLR" Token Platform for the Services or for any other Valorem Foundation, Inc "VLR" Token Platform product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Valorem Foundation, Inc "VLR" Token Platform, the terms of that other agreement will control.

Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the homepage of the Valorem Foundation, Inc "VLR" Token Platform and/or by posting the amended Terms via the applicable Valorem Foundation, Inc "VLR" Token Platform website and mobile applications. The amended Terms will be deemed effective immediately upon posting for any new users of the Services. In all other cases, the amended Terms will become effective for pre-existing users upon the earlier of either: (i) the date users click or press a button to accept such changes, or (ii) continued use of our Services 30 days after Valorem Foundation, Inc "VLR" Token Platform provides notice of such changes. Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.

Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

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

Force Majeure Events. Valorem Foundation, Inc "VLR" Token Platform shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Valorem Foundation, Inc "VLR" Token Platform's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Valorem Foundation, Inc "VLR" Token Platform's reasonable control (each, a "Force Majeure Event").

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Valorem Foundation, Inc "VLR" Token Platform, including by operation of law or in connection with any change of control. Valorem Foundation, Inc "VLR" Token Platform may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

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

Survival. Sections "Accessing the Website", “Registration and Accounts”, “Account Security”, “No Offer”, “No Advice, “Unclaimed Property”, “Feedback”, “Intellectual Property Rights”, “Trademarks”, “Privacy Policy”, “Third-Party Content”, “Disclaimer of Warranties”, “Limitation of Liability”; “Indemnity”, “Applicable Law; Arbitration” and this Section “Miscellaneous” shall survive any termination or expiration of these Terms.

850 New Burton Rd

Dover, DE 19904

United States

Email: [email protected]

ADVALOREM.IO NFT MARKETPLACE

Last Updated: Dec 5th, 2021

Definitions:

“NFT’s” refers to unique non-fungible tokens, implemented on the Ethereum and Polygon blockchains using smart contracts, including without limitation MetaMask , WalletConnect, Fortmatic, Torus, Portis, Authereum, Frame, Bitski, Arkane, DCent, BurnerConnect, MEWConnect.

Introduction

The AdValorem.io website, owned and operated by Valorem Foundation, Inc. A company incorporated at 850 New Burton Rd Dover DE 19901 d/b/a AdValorem.io (“AdValorem.io,” “we,” “us” or “our”). These Terms of Use (these “Terms”) govern your access to and use of the AdValorem.io 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”) also via auction (“Auction”). Detailed rules regarding the Auction process are available on this page, Auction Rules. ADVALOREM.IO IS A TECHNOLOGICAL PLATFORM AND NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. ADVALOREM.IO FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER IN THE AUCTION BUT IS NOT A PARTY TO THE TRANSACTION BETWEEN A BUYER AND SELLER OF NFT’S. DUE TO THE DECENTRLIZED NATURE OF THE SERVICE, IN NO STAGE DOES ADVALOREM.IO HOLD OR POSSES ANY ASSETS ON BEHALF OF THE USERS.

Linking a digital wallet

Action on the AdValorem.io website such as: initiating an Auction or offering to purchase NFTs, can be performed strictly by linking your digital wallets on supported bridge extensions. We advise you to read the details on their website before you elect to use them. Before initiating an Auction or offering to purchase an asset through AdValorem.io you will need to connect a supported electronic wallet extension and unlock your digital wallets with that extension.

ALL TRANSACTIONS INITIATED THROUGH OUR SERVICE ARE FACILITATED AND RUN BY THESE 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.

No Representation.

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

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 NFT’S, 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 NFT’S.

Changes to the Terms of Service

AdValorem.io 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, without notice. By continuing to access or use the service, you confirm your acceptance of the revised terms and all 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. We sometimes need to describe additional terms for specific services. Those additional terms and conditions, which are available with the relevant services, will then automatically become part of your agreement with us if you use those services.

Please refer to our privacy policy for information about how we collect, use and share personal information about you.

Account Registration and Communication Preferences

1. 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. AdValorem.io may block multiple accounts of the same user. Also, you agree that you will not:

· create another account if we have 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; or

· log in or try to log in to access the service through unauthorized third-party applications or clients.

2. Regulatory Requirements. AdValorem.io 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. AdValorem.io 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 affected in breach of these Terms.

In such cases, AdValorem.io, in its sole discretion, may pause or cancel your auction transactions until such additional information and documents are reviewed by AdValorem.io 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, AdValorem.io may refuse to provide the Content (defined in Section 4(A) below) to you.

3. Electronic Communications- By creating an account, you consent to receive electronic communications from AdValorem.io (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.

4. Privacy Policy - By submitting personal data through our site or services, you agree to the terms of our privacy policy and you expressly consent to the collection, use and disclosure of your personal data in accordance with the privacy policy.

5. Necessary Equipment and Software - 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.

6. Third Party Component Licenses- 4(b) Notwithstanding anything to the contrary in these terms, the service and content may include software components provided by AdValorem.io 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 NFT’s sold through our marketplace, you will notice a third-party link to the website from which such NFT originated. Such website may include license terms governing the use of such NFT. In the event you purchase such NFT through our marketplace, you are required to comply with such terms.

Ownership

1. Unless otherwise indicated in writing by us, the service and all content and other materials contained therein, including, without limitation, the AdValorem.io 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 AdValorem.io or our affiliates, licensors or users, as applicable.

2. Third Party Components. Notwithstanding anything to the contrary in these terms, the service and content may include software components provided by AdValorem.io 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.

3. AdValorem.io IP ‘Authorization for Use’ Requirement. The AdValorem.io logo and any AdValorem.io product or service names, logos or slogans that may appear on the service or service are trademarks of AdValorem.io 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 “AdValorem.io” or any other name, trademark or product or service name of AdValorem.io 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 AdValorem.io 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 AdValorem.io 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 AdValorem.io.

License to Access and Use Our Service and Content

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal 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.

Hyperlinks

You 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 AdValorem.io 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 AdValorem.io 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 AdValorem.io 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 Services

The 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 AdValorem.io. AdValorem.io is not responsible for any third-party websites or third-party applications. AdValorem.io 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 Conduct

You 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:

1. Provide false or misleading information to AdValorem.io;

2. Use or attempt to use another user’s account without authorization from such user and AdValorem.io;

3. Create or list counterfeit items;

4. Pose as another person or create a misleading username;

5. 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;

6. Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the service;

7. 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;

8. 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;

9. 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;

10. Use data collected from our service to contact individuals, companies, or other persons or entities;

11. Use data collected from our service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

12. Bypass or ignore instructions that control all automated access to the Service;

13. Use the service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these terms;

14. Use the AdValorem.io 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 AdValorem.io platform, or the Service;

15. Engage in wash trading or other deceptive or manipulative trading activities;

16. Place misleading bids or offers;

17. 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

18. 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/IEO 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.

These policies are made to ensure that our marketplace offers the widest selection of assets possible while promoting trust and respect, as well as adherence to the law.

Delisting. AdValorem.io may exercise 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 AdValorem.io deems inappropriate, disruptive, or illegal are prohibited on AdValorem.io. AdValorem.io 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 AdValorem.io account, and permanently withholding referral payments and developer revenue sharing fees. AdValorem.io 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 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 are prohibited on AdValorem.io 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 AdValorem.io 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 AdValorem.io and will be removed.

The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on AdValorem.io is prohibited. If you have reason to believe that an asset listed on AdValorem.io 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 AdValorem.io 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 or overtly sexual content are prohibited on AdValorem.io 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.

Do not create or list illegal or offensive content, such as products that depict graphic sexual acts and images that depict children under the age of 18 in a sexually suggestive manner. Do not use profanity or graphic language in any content you list or create on AdValorem.io.

Bottom line about NSFW content: it's permitted on AdValorem.io, but we're going to do our best to keep it out of the high traffic areas and if it's extreme in any way, we'll probably remove it.

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 [email protected] to report it. Creators bear special responsibility for informing AdValorem.io of the existence of their collections, contracts, and assets that violate these terms.

User Information and Copyright

1. You retain your rights and are solely responsible for your use of the services and for any user Information you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the user information posted or listed via the services.

2. Granting us a License. By submitting, posting or displaying user information on or through the services, you grant us a worldwide, non-exclusive, sub licensable, royalty-free license to use, copy, modify, and display any text, content, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Services or through tools or applications we provide for posting or sharing such content (collectively “User Information”) for our lawful business purposes, including to provide, promote, and improve the services.

3. Representation and Warrant regarding User Information. 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 user information that you submit, post or display on or through the services. You agree that such user information 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 AdValorem.io the license described above.

4. Right to remove content without prior notice. AdValorem.io reserves the right to remove content without prior notice. AdValorem.io 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.

5. 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: [email protected]

Formal infringement claims regarding content on the services must include:

6. A written communication delivered to the agent designated above;

7. A physical or electronic signature of someone authorized to act on behalf of the copyright owner;

8. Identification of the copyrighted work(s) allegedly infringed;

9. Identification of material claimed to be infringing, reasonably sufficient to permit company to locate the material;

10. 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;

11. 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”

12. 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.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless AdValorem.io, 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 “AdValorem.io 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, user information or NFT’s, (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 AdValorem.io of any third party claims and cooperate with the AdValorem.io parties in defending such claims. You further agree that the AdValorem.io 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 ADVALOREM.IO.

Disclaimers

Except as expressly provided to the contrary in a writing by AdValorem.io, the service, content contained therein, and NFT’s listed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. AdValorem.io (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. AdValorem.io 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. AdValorem.io 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 AdValorem.io attempts to make your access to and use of the service and content safe, AdValorem.io cannot and does not represent or warrant that the service, content, any NFT’s 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 NFT’s, 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, brute forcing or other means of attack against the service or NFT’s.

NFT’s are intangible digital assets. They exist only by virtue of the ownership record maintained in the Polygon/Ethereum networks. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the Polygon/Ethereum platform. We do not guarantee that AdValorem.io or any AdValorem.io party can effect the transfer of title or right in any NFT’s.

AdValorem.io 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 NFT’s. AdValorem.io 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 NFT’s 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 Risk

You accept and acknowledge:

1. Volatility. The prices of NFT’s are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the NFT’s, which may also be subject to significant price volatility. It cannot be guaranteed that any purchasers of NFT’s will not lose money.

2. Taxation. You are solely responsible for determining what, if any, taxes apply to your NFT’s transactions. Neither AdValorem.io nor any other AdValorem.io Party is responsible for determining the taxes that apply to NFT’s transactions.

3. Change of NFT Ownership. Our Service does not store, send, or receive NFT’s. The transfer of ownership over NFT’s occurs within a supporting blockchain and not through our Service.

4. Inherent risks while exchanging NFT’s. There are risks associated with transacting with Blockchain based assets such as NFT’s, 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 AdValorem.io will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the NFT’s, however caused. The regulatory regime governing blockchain technologies, crypto currencies, 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 NFT’s.

5. Service Depending on Third Party Service Providers. The service relies on third-party platforms to perform the transactions for the auction of NFT’s. Changes in the way these third party service providers provide these services may materially affect the service we provide.

6. No Warranty regarding the NFT’s and AdValorem.io’s rights to restrict usage of a NFTs - 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 untransferable. AdValorem.io 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 AdValorem.io. Under no circumstances shall the inability to view your assets on AdValorem.io serve as grounds for a claim against AdValorem.io.

Limitation of Liability

To the fullest extent permitted by law, in no event will AdValorem.io 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 AdValorem.io 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 AdValorem.io arising out of or in any way related to these terms, the access to and use of the service, content, NFT’s, or any products or services purchased on the service exceed the greater of (a) $100 or (b) the amount received by AdValorem.io from the sale of NFT’s that are the subject of the claim.

The foregoing limitations of liability shall not apply to liability of AdValorem.io for (a) death or personal injury caused by a member of AdValorem.io’s negligence; or for (b) any injury caused by a member of AdValorem.io’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 Service

We 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.

Governing Law and Venue

These 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 state of Delaware, or any other jurisdiction that would cause the application of the laws of 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 accordance to provision 19.

Termination

Notwithstanding 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.

Severability

If 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.

Survival

The 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.

Miscellaneous

These terms along with the auction rules constitute the entire agreement between you and AdValorem.io 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 AdValorem.io prior, concurrent or subsequent circumstance, and AdValorem.io’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.

Sanction related compliance

Our Terms of Service clearly forbid individuals or entities under sanctions or those situated in sanctioned regions from utilizing our services. We maintain a strict stance against the usage of our services by sanctioned persons or organizations and those residing in countries under sanctions. Should we identify any breaches of our sanctions policy, we promptly take measures to deactivate the relevant accounts.

Blocked countries:

Afghanistan, Balkans, Belarus, Burma, Cuba, Ethiopia, Iran, Iraq, Lebanon, Libya, Magnitsky, Mali, Nicaragua, Republic of the Congo, Russia, Somalia, South Sudan, Sudan and Darfur, Syria, Venezuela, Yemen, Zimbabwe

By using this site, you acknowledge and agree that you are not engaging in any activities related to police work, investigation, or any other law enforcement-related purposes without our express permission. Any unauthorized use for investigative or law enforcement activities is strictly prohibited.

We do not condone or support the use of this site for any illegal or unethical purposes, including but not limited to investigations, surveillance, or intelligence gathering. If you require access to our services for any professional or official purposes, you must obtain our explicit written consent and comply with all relevant laws and regulations.

By continuing to use this site, you affirm that you will use it solely for its intended purposes and that you will not engage in any activities that may violate the law, infringe upon the rights of others, or compromise the privacy and security of individuals or entities.

We reserve the right to monitor and restrict access to our site and services to ensure compliance with this disclaimer. Any misuse or unauthorized activities will result in immediate termination of your access and may lead to legal action.

Please be aware that this disclaimer may be subject to updates and revisions, and it is your responsibility to review and adhere to the most current version. If you have any questions or require further clarification regarding the permitted uses of this site, please contact us for explicit consent.

END OF AGREEMENT

Terms of Service

AdValorem Market Policies & Contracts